------------------------
                                 UNITED STATES               OMB APPROVAL
                     SECURITIES AND EXCHANGE COMMISSION ------------------------
                             Washington, D.C. 20549     OMB Number:3235-0416
                                                        ------------------------
                                  FORM 10-QSB           Expires: April 30,2003
                                                        ------------------------
                                                        Estimated average burden
                                                        hours per response: 32.0
                                                        ------------------------
(Mark One)

[X] QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
    ACT OF 1934
                         For the quarterly period ended November 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         For the transition period from ______ to ______.

                         Commission file number: 0-17978

                              EDD HELMS GROUP, INC.
       ----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                  Florida                                 59-2605868
---------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)

                17850 N.E. 5th Avenue, Miami, Florida 33162-1008
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (305) 653-2520
                ------------------------------------------------
                           (Issuer's telephone number)

(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

12,581,608 shares of common stock, par value $.01 per share, were outstanding at
January 15,2001.

Transitional Small Business Disclosure Format (Check one): Yes[__]  No[__]

<PAGE>

EDD HELMS GROUP, INC.
AND SUBSIDIARIES

FORM 10-QSB

INDEX
                                                                            PAGE

PART I-FINANCIAL INFORMATION

Item 1-Consolidated Financial Statements (unaudited)
         Consolidated Balance Sheet - November 30, 2000 and 1999 (unaudited)   1
         Consolidated Statements of Income and Other Comprehensive Income-
         Three and Six Months ended November 30, 2000 and 1999 (unaudited)     2
         Consolidated Statements of Cash Flows - Six Months ended
           November 30, 2000 and 1999 (unaudited)                              3
         Notes to Consolidated Financial Statements                            5

Item 2-Management's Discussion and Analysis or Plan of Operation               6

PART II-OTHER INFORMATION

Item 1 -Legal Proceedings                                                      7

Item 2 -Changes in Securities                                                  7

Item 3 -Defaults Upon Senior Securities                                        7

Item 4 -Submission of matters to a Vote of Securities Holders                  7

Item 5 -Other Information                                                      8

Item 6 -Exhibits and reports on Form 8-K                                       8

<PAGE>

PART I-FINANCIAL INFORMATION

Item 1-Consolidated Financial Statements (unaudited)

The financial statements in response to this item are as follows:

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - NOVEMBER 30,
(UNAUDITED)
                                                              2000       1999
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                  $  77,255  $ 177,797
Restricted cash-certificate of deposit                        10,000     10,000
Accounts receivable, less allowance for doubtful accounts
  of $ 67,507 and $ 49,924                                 4,844,951  1,300,125
Available-for-sale equity security, at fair market value      14,783       -
Due from employees                                            13,045     18,842
Costs and estimated earnings in excess
  of billings on uncompleted contracts                       346,022    275,385
Inventories                                                  439,304    559,409
Prepaid expenses                                              78,270    125,631
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                       5,823,630  2,467,189
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                  907,655    700,658
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net   197,086    237,309
Deferred income taxes less valuation allowance of $397,970      -          -
Other                                                          9,629      8,455
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                           206,715    245,764
--------------------------------------------------------------------------------
TOTAL ASSETS                                              $6,938,000 $3,413,611
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt                      $  238,540 $  369,824
Credit arrangement                                           476,814       -
Accounts payable                                           2,666,296    559,382
Customer deposits                                               -       164,540
Accrued liabilities                                          199,667    261,085
Deferred revenue                                               9,520      6,436
Billings in excess of costs and estimated earnings
  on uncompleted contracts                                   876,816    201,871
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                  4,467,653  1,563,138

LONG-TERM DEBT                                               251,900    260,486
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                          4,719,553  1,823,624
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,673,995 and 12,654,500 issued
  and outstanding                                            126,740    126,545
Additional paid-in capital                                   186,946    186,625
Retained earnings                                          2,007,908  1,276,817
Treasury stock, 92,387 shares at cost                         (3,890)      -
Accumulated other comprehensive income                       (99,257)      -
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                 2,218,447  1,589,987
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $6,938,000 $3,413,611
================================================================================
See accompanying notes.

<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
  THREE AND SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999(UNAUDITED)

                              Three Months Ended            Six Months Ended
                                 November 30,                     November 30,
                                 2000        1999           2000          1999
--------------------------------------------------------------------------------
REVENUES EARNED             $ 6,860,077   $ 2,817,811   $10,065,847 $ 5,439,060
COST OF REVENUES EARNED       5,456,630     2,180,030     7,902,451   3,994,388
--------------------------------------------------------------------------------
GROSS PROFIT                  1,403,447       637,781     2,163,396   1,444,672
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES        899,133       721,007     1,621,947   1,343,224
--------------------------------------------------------------------------------
INCOME (LOSS) FROM
 OPERATIONS                     504,314       (83,226)      541,449     101,448
--------------------------------------------------------------------------------
INTEREST AND OTHER
Interest income                   4,637         5,239         9,214       8,724
Interest expense                (18,765)       (6,760)      (36,203)    (12,549)
Sale of telephone number           -             -          163,867        -
--------------------------------------------------------------------------------
TOTAL INTEREST AND OTHER        (14,128)       (1,521)      136,878      (3,825)
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES      490,186       (84,747)      678,327      97,623
--------------------------------------------------------------------------------
INCOME TAXES
Provision for federal and
 state income taxes            (144,432)       34,153      (210,281)    (22,382)
Tax benefit from utilization
 of net operating
 loss carryforward              144,432       (34,153)      210,281      22,222
--------------------------------------------------------------------------------
INCOME TAXES                       -             -             -           (160)
--------------------------------------------------------------------------------
NET INCOME                  $   490,186    $  (84,747)   $  678,327 $    97,463
================================================================================

OTHER COMPREHENSIVE INCOME
NET INCOME                  $  490,186     $  (84,747)   $  678,327 $    97,463
UNREALIZED LOSS ON
 AVAILABLE-FOR-SALE
 EQUITY SECURITY               (72,187)         -           (99,257)       -
--------------------------------------------------------------------------------
TOTAL COMPREHENSIVE INCOME  $  417,999    $  (84,747)    $  579,070  $   97,463
================================================================================

PER SHARE OF COMMON STOCK
 (BASIC AND DILUTED)            $ 0.04        $(0.01)        $ 0.05      $ 0.01
================================================================================
*WEIGHTED AVERAGE SHARES
 OUTSTANDING (BASIC
 AND DILUTED)               12,673,995    12,669,798     12,673,995  11,563,093
* Outstanding shares were retroactively restated to reflect the merger
================================================================================
See accompanying notes.

<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended November 30,                        2000        1999
--------------------------------------------------------------------------------
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income                                                $  678,327 $   97,463
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                                146,035    111,463
Stock repurchase                                                 -       (4,658)
Available-for-sale equity security received
  for phone number                                          (113,866)      -
Changes in assets (increase) decrease:
Accounts receivable                                       (3,316,901)  (367,232)
Other receivables                                              5,246     (9,037)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                       (34,469)   (99,926)
Inventories                                                   26,746    (30,918)
Prepaid expenses and other current assets                    (47,997)   (62,155)
Changes in liabilities increase (decrease):
Accounts payable                                           1,825,125    165,731
Customer deposits                                                -      108,448
Accrued liabilities                                          (81,597)   (96,568)
Income taxes payable                                             -         (160)
Deferred revenues                                              9,520      1,841
Billings in excess of costs and estimated
  earnings on uncompleted contracts                          717,094     59,629
--------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES                       (186,737)  (126,079)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                          (211,360)  (220,372)
--------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                       (211,360)  (220,372)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes                              122,925    193,257
Principal payments on long-term debt and notes payable       (84,488)  (131,746)
Proceeds from credit line                                     75,000    150,000
Cash received for stock in merger                                -        5,604
--------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                    113,437    217,115
--------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                   (284,660)  (129,336)
CASH AND CASH EQUIVALENTS - BEGINNING                        361,915    307,133
--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - ENDING                        $   77,255 $  177,797
================================================================================
See accompanying notes.

<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
SIX MONTHS ENDED NOVEMBER 30, 2000 AND 1999
(UNAUDITED)

Supplemental disclosures of non-cash investing and financing transactions:
Interest paid                                             $   36,203    $12,549
Interest received                                              9,214      5,552
Receipt of available-for-sale equity security in connection
  with sale of telephone number                              113,866       -
Issuance of note payable in connection with
purchases of property and equipment                             -       133,443
Issuance of common stock in connection with
  merger:
Certificate of deposit                                          -       (10,000)
Accounts receivable                                             -          (824)
Deferred tax asset                                              -      (179,176)
Deposits                                                        -        (2,265)
Other assets                                                    -          (539)
Goodwill                                                        -      (178,622)
Assumption of liabilities                                       -        69,334
Intercompany account                                            -        50,125
--------------------------------------------------------------------------------
See accompanying notes.

<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1.   GENERAL

The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the
Securities and Exchange Commission and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the Company has made all
adjustments necessary for a fair presentation of the results of the interim
periods, and such adjustments consist of only normal recurring adjustments. The
results of operations for such interim periods are not necessarily indicative of
results of operations for a full year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

NOTE 2.   RECLASSIFICATION

Certain amounts recorded in the six months ended November 30, 2000, have been
reclassified to conform to the current period presentation.

NOTE 3.   AMORTIZATION

Goodwill representing the acquisition of a communication business acquired
during the fiscal year ended May 31, 1999, is being amortized over 15 years
using the straight-line method. Goodwill resulting from the merger is being
amortized over 5 years using the straight-line method.

NOTE 4.  SALE OF TELEPHONE NUMBER

During the quarter ended August 31, 2000, the Company sold a telephone number
used in the fax-mail division. The sales price was represented by the receipt of
marketable securities valued at $114,040 and cash of $49,827, for a total of
$163,867. This entire amount was reflected as income.

<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

NOTE 5.   NET INCOME PER COMMON SHARE

Net income per common share has been computed (basic and diluted) for all
periods presented and is based on the weighted average number of shares
outstanding during the period. There are no common stock equivalents resulting
from dilutive stock options.

NOTE 6.   CONDENSED SEGMENT INFORMATION

The following condensed segment information includes allocations of certain
costs, including overhead and shared services which are allocated based on
revenues, payroll and other factors. These agreed-upon amounts between the
segments may differ from amounts that would be negotiated in an arms-length
transaction.
                                             Air
                               Electric  Conditioning   Fax-mail       Total
-------------------------------------------------------------------------------
Revenues earned -           $ 7,061,340  $ 2,888,248  $ 116,259    $ 10,065,847
Cost of revenues earned      (5,522,697)  (2,313,482)   (66,272)     (7,902,451)
-------------------------------------------------------------------------------
Gross margins                 1,538,643      574,766     49,987       2,163,396
Expenses                       (972,012)    (609,619)   (67,305)     (1,648,936)
Sale of telephone number           -            -       163,867         163,867
-------------------------------------------------------------------------------
Income before income taxes  $   566,631  $  ( 34,853) $ 146,549    $    678,327
===============================================================================

Item 2.  Management's Discussion and Analysis or Plan of Operation

SAFE HARBOR STATEMENT Certain statements in this Form 10-QSB, including
information set forth under Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations constitute 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act
of 1995 (the Act). Edd Helms Group,

Inc. desires to avail itself of certain 'safe harbor' provisions of the Act and
is therefore including this special note to enable us to do so. Forward-looking
statements in this Form 10-QSB or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, reports to our
stockholders and other publicly available statements issued or released by us
involve known and unknown risks, uncertainties and other factors which could
cause our actual results, performance (financial or operating) or achievements
to differ from the future results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements. Such
future results are based upon management's best estimates based upon current
conditions and most recent results of operations.

REVENUES EARNED

Revenues for the three months ended November 30, 2000, as compared to the three
months ended November 30, 1999, increased $4,042,266 by approximately 143%.
Revenues for the six months ended November 30, 2000, increased $4,626,787 or 85%
over revenues for the same six-month period of 1999. The increase is a result of
a general increase of business, in particularly contract work, including a major
construction project in Hallandale, Florida, and a major data communications
project at the same location. We have an ongoing aggressive advertising campaign
which effected an increase in service business and believe some of these
increases are due to our advertising campaign, with the balance the result of
referrals and previously satisfied customers.

COST OF REVENUES EARNED

Costs of revenues earned increased $3,276,600, approximately 150% for the three
months ended November 30, 2000, as compared to the same period in 1999. Costs of
revenues for the six months ended November 30, 2000 increased $3,994,388 or 98%
over costs of revenues for the same six-month period of 1999. Even though there
was an increase in costs, attributable to the increase in revenues, the gross
profit for the period increased $718,724, approximately 50% compared to the same
period in 1999.

Selling, general and administrative expenses increased $178,126, approximately
25%, in the three months ended November 30, 2000, as compared to the same period
in 1999. Selling, general and administrative expenses for the six months ended
November 30, 2000, increased $278,723 or 21% over selling, general and
administrative expenses for the same six-month period of 1999. Most of the
selling, general and administrative expenses remained the same or varied
slightly with general upward trends nationwide. However, a few expenses
increased significantly resulting in major fluctuations of approximately
$279,000 as compared to the same period in 1999. These expenses were:

     General inflationary increases                             $ 34,000
     Personnel added, including benefits                         180,000
     Increased educational expenses                               10,000
     Increased communication expenses                             10,000
     Other items                                                  45,000
                                                                 -------
                                                                $279,000
                                                                ========

NET INCOME

Net income increased $574,933, approximately 678% in the three-month period
ended November 30, 2000, as compared to the three-month period ended November
30, 1999. Net income for the six months ended November 30, 2000, increased
$580,864 or 596% over net income for the same six-month period of 1999.This
increase is a result of the increased revenue derived from electrical service,
datacom service, air conditioning service, and from the large construction and
data communications project located in Hallandale, Florida.

LIQUIDITY AND CAPITAL RESOURCES

We had working capital of approximately $1,355,977 and a ratio of current assets
to current liabilities of approximately 1.3 to 1 at November 30, 2000. This
compares with the November 30, 1999, working capital of approximately $904,051
and a ratio of current assets to current liabilities of 1.6 to 1. Compared to
the same quarter last year, cash balances decreased about $100,500. Accounts
receivable increased by approximately $3,545,000. Accounts payable increased by
approximately $2,107,000.

Cash was used to purchase additional vehicles in the continuing upgrade of our
fleet of service vehicles. Offsetting this cash utilization was approximately
$123,000 of proceeds from the issuance of notes, offset by the prepayment of
notes of approximately $84,000.

Historically, prior to the merger, we financed our operations and growth with
internally generated working capital. Our primary requirement for capital (other
than that related to any future acquisition) consists of purchasing vehicles,
inventory and supplies used in the operation of the business.

Our credit line was increased to $750,000 immediately following the end of the
quarter. On December 18, 2000, we paid off approximately $476,814 that had been
drawn down on our line of credit. In doing this, we have met one of the
requirements of the loan covenants with the lending institution which calls for
a 30 day clean up of the credit line during the year. We expect to use the
credit line as it may be needed from time to time for short-term working
capital.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 26, 2000, a former employee, filed suit for breach of his employment
agreement. The matter is pending in the Circuit Court of the Eleventh Judicial
Circuit, in and for Miami-Dade County, Florida. The former employee is seeking
compensatory damages, interest and attorneys' fees and costs, as well as a
declaratory judgment as to the restrictive covenant contained within the
employment agreement. The Company denies the allegations set forth in the
complaint. An agreed order granting Defendant's Motion to Dismiss, without
prejudice, has been submitted to the Court for entry. Discovery in this action
has not yet commenced.

The same former employee filed a charge of discrimination with the Equal
Employment Opportunity Commission against the Company, alleging that he was
discriminated against, in violation of the Americans With Disabilities Act of
1990, as amended. The Company's Position Statement regarding this Charge of
Discrimination was filed in a timely manner and submitted to the Equal
Employment Opportunity Commission on November 8, 2000.

The Company intends to vigorously defend against the former employee's claims.

Item 2. Changes in Securities

During the quarter ended there were no changes.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of Securities Holders

No matters were submitted to a vote.

Item 5.  Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits - 27 Financial Data Schedule

(b)      Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          EDD HELMS GROUP, INC.
                                          -----------------------
                                          (Registrant)

Date January 19, 2001                     /s/  W. Edd Helms, Jr.
     ----------------                     ----------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER