UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

Mark one:
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                  For the quarterly period ended February 29, 2008

[ ] TRANSITION REPORT UNDER 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)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes[__] No[_X_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [__] No [_X_]

11,414,926 shares of common stock, par value $.01 per share, were outstanding at
the close of business on April 2, 2008.

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





                                       1
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
                                                                            PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
         Consolidated Balance Sheet (unaudited) - February 29, 2008.           3
         Consolidated Statements of Income (unaudited) - Three and Nine        4
             months ended February 29, 2008 and February 28, 2007.
         Consolidated Statements of Cash Flows (unaudited) - Nine              5
             months ended February 29, 2008 and February 28, 2007.
         Notes to Consolidated Financial Statements (unaudited).               6
Item 2. Management's Discussion and Analysis or Plan of Operation.             8
Item 3. Controls and Procedures.                                               9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.                                                     9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.          10
Item 3. Defaults Upon Senior Securities.                                      10
Item 4. Submission of Matters to a Vote of Security Holders.                  10
Item 5. Other Information.                                                    10
Item 6. Exhibits and Reports on Form 8-K.                                     10






















                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

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

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)                         February 29, 2008
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                              $544,778
Available-for-sale security                                               7,686
Accounts receivable, less allowance for doubtful
  accounts of $184,343                                                2,403,973
Other receivables                                                       634,284
Due from employees                                                       15,928
Costs and estimated earnings in excess
  of billings on uncompleted contracts                                1,094,480
Inventories                                                           1,822,335
Prepaid expenses                                                         66,526
Prepaid income taxes                                                    442,890
Deferred tax asset                                                      215,767
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                  7,248,647
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                           1,359,237
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net              143,865
Other assets                                                             54,583
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                                      198,448
--------------------------------------------------------------------------------
TOTAL ASSETS                                                         $8,806,332
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                     $  997,938
Accrued liabilities                                                     608,092
Deferred revenue                                                        768,577
Billings in excess of costs and estimated
  earnings on uncompleted contracts                                     537,991
Current maturities of long-term debt                                    118,831
Current obligations under capital leases                                 87,406
Income taxes payable                                                    150,733
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                             3,269,568
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred tax liability                                                  191,455
Long-term debt                                                          148,041
Long-term debt under capital leases                                      25,026
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                                             364,522
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                                     3,634,090
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 2)
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued and
  11,414,926 outstanding                                                126,114
Additional paid-in capital                                              208,682
Retained earnings                                                     5,347,205
Treasury stock, 1,246,432 shares at cost                               (509,759)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                            5,172,242
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $8,806,332
================================================================================
See accompanying notes.




                                       3
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                         For The                 For The
                                   Three Months Ended        Nine Months Ended
                                   February 29 and 28        February 29 and 28
                                     2008        2007        2008        2007
--------------------------------------------------------------------------------
REVENUES EARNED                  $5,352,400  $5,506,681 $15,819,793 $17,436,877
COST OF REVENUES EARNED           4,079,875   3,862,680  11,719,588  12,200,169
--------------------------------------------------------------------------------
GROSS PROFIT                      1,272,525   1,644,001   4,100,205   5,236,708
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES           1,603,090   1,280,886   4,250,640   3,847,450
--------------------------------------------------------------------------------
(LOSS) INCOME FROM OPERATIONS
  BEFORE OTHER INCOME (EXPENSES)   (330,565)    363,115    (150,435)  1,389,258
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income                       3,558       3,592      19,320       4,535
Interest expense                     (3,270)     (7,853)    (22,842)    (29,361)
Loss on disposal of property
  and equipment                         -           -         5,392       2,300
Gain on sale of available-for-sale
  securities                            -           -           -       254,700
Other income                            -         3,835       3,166      28,141
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                      288        (426)      5,036     260,315
--------------------------------------------------------------------------------
(LOSS) INCOME BEFORE INCOME TAXES
  (INCOME TAX CREDITS)             (330,277)    362,689    (145,399)  1,649,573
--------------------------------------------------------------------------------
(INCOME TAXES) INCOME TAX CREDITS
Provision for (income taxes)
  income tax credits                127,405    (146,318)     56,088    (665,264)
Deferred federal and state
  income tax                            -         6,683         -        29,213
--------------------------------------------------------------------------------
Total (income taxes) income
  tax credits                       127,405    (139,635)     56,088    (636,051)
--------------------------------------------------------------------------------
NET (LOSS) INCOME                 $(202,872)   $223,054   $ (89,311) $1,013,522
================================================================================
NET (LOSS)INCOME PER
  SHARE - BASIC                   $(   0.02)   $   0.02   $(   0.02) $     0.08
        - DILUTED                 $(   0.02)   $   0.02   $(   0.02) $     0.08
================================================================================
 WEIGHTED AVERAGE SHARES
 OUTSTANDING     -BASIC          11,414,926   12,574,896 11,414,926  12,574,896
                 -DILUTED        11,672,069   12,832,039 11,672,069  12,832,039
================================================================================
See accompanying notes.



                                       4
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)      February 29, February 28,
For the Nine Months Ended                                  2008        2007
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (loss) income                                       $ (89,311)  $1,013,522
--------------------------------------------------------------------------------
Adjustments to reconcile net (loss) income to net
  Cash (used in) provided by operating activities:
Depreciation and amortization                              352,880      300,417
Gain on disposal of asset                                   (5,397)         -
Provision for doubtful accounts                             17,563       62,293
Deferred income taxes                                       (4,153)     (29,213)
Changes in assets (increase) decrease:
Accounts receivable                                        308,737     (776,861)
Due from employees                                          (7,856)       4,112
Other receivables                                           77,991     (279,910)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                    (489,827)     621,404
Inventories                                               (371,177)    (466,884)
Prepaid expenses                                            37,263       29,654
Prepaid federal and state income taxes                    (442,890)    (455,000)
Other assets                                                 1,780      189,320
Changes in liabilities increase (decrease):
Accounts payable                                          (234,318)     453,489
Accrued liabilities                                       (406,300)    (265,097)
Deferred revenues                                          650,205       44,556
Billings in excess of costs and estimated
  earnings on uncompleted contracts                        217,813      (29,574)
Provision for income taxes payable                         (51,935)     555,537
--------------------------------------------------------------------------------
Net cash (used) provided by operating activities          (438,932)     971,765
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                       (571,768)    (214,887)
--------------------------------------------------------------------------------
Net cash used by investing activities                     (571,768)    (214,887)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from capital leases                                  -         58,640
 Payments of capital lease obligations                     (79,725)     (72,500)
 Payment on credit line                                        -       (231,007)
 Proceeds from notes payable                               132,020       93,754
 Payments on notes payable                                 (83,649)     (77,444)
 Stock repurchase                                         (486,414)         -
--------------------------------------------------------------------------------
Net cash used by financing activities                     (517,768)    (228,557)
--------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH                         (1,528,468)     528,321
CASH, beginning of period                                2,073,246    1,498,769
--------------------------------------------------------------------------------
CASH, end of period                                     $  544,778   $2,027,090
================================================================================

SUPPLEMENTAL DISCLOSURES
Interest paid                                              $22,842      $29,361
Interest received                                          $19,320      $ 4,535
Treasury stock purchase                                   $486,414            -
Income taxes paid                                         $406,000     $310,116
================================================================================
See accompanying notes.



                                       5
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1.  GENERAL

The accompanying unaudited consolidated condensed financial statements of Edd
Helms Group, Inc. and subsidiaries (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form
10-QSB and Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, all adjustments consisting of a normal and recurring
nature considered necessary for a fair presentation have been included.
Operating results for the nine months ended February 29, 2008, may not
necessarily be indicative of the results that may be expected for the year ended
May 31, 2008.

NOTE 2.  USE OF ESTIMATES


The preparation of consolidated 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. These
interim consolidated financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes for the year ended May
31, 2007, appearing in the Company's Form 10-KSB filed with the Securities and
Exchange Commission.

NOTE 3.  COMMITMENTS AND CONTINGENCIES

1. The case is filed with the 11th Judicial Circuit Court in Miami Dade County,
Florida, Case No. 04-8784. On or about May 12, 2001 Siemens Building
Technologies Inc. (Siemens) and Edd Helms Group, Inc. (Helms) entered into a
subcontract for the installation of a fire alarm system at the Fontainebleau
Hilton Hotel in Miami Beach. Siemens was to provide engineered drawings for the
installation of the fire alarm system. Several issues developed during the
construction dealing with issues that include time delays, extra work and
providing us with the appropriate drawings resulting in additional costs which
Siemens refused. In addition, Siemens failed to provide approved engineered
drawings, constituting a material breech of contract. Accordingly, Helms
declared Siemens to be in material breach of contract and filed suit for breach
of contract, fraudulent misrepresentation and negligent misrepresentation for
damages in excess of $1,000,000. Siemens filed a counterclaim against the
Company and its surety, XL Surety Specialists. The surety responded and filed an
action against Helms for indemnification under the bond. The Siemens claim is in
excess of $500,000. The opinion of management is that the Company will be
successful in the prosecution of the claim and the defense of the counterclaim
and at this time, the Company's legal counsel has indicated that there is no
reason to believe that there will be any material adverse effect on the Company.
We do not believe that the ultimate result of the case will have a material
adverse effect on the financial condition of the Company.

2. The case is filed with the 17th Judicial Circuit Court in Broward County,
Florida, Case No. 01-10407. A former employee (the "plaintiff") of the Company
filed a suit for unpaid compensation. A judgment of $47,000 was awarded to the
plaintiff. The plaintiff's attorney claimed to have a contingency agreement in
place with the plaintiff, which allows an attorney to recover his cost related
to the case times a multiplier as determined by the court. In this case a signed
contingency agreement was not in place. In addition, the attorney did not track
hours worked on the case as required by the law. However a judgment was awarded
to the attorney for legal fees in the amount of $75,000, plus a multiplier of
three. The Company filed an appeal in this matter and issued an irrevocable
letter of credit against this judgment in the amount of $230,737. On November 1,
2006 the appeals court ruled in favor of the plaintiff and confirmed the
judgment of fees as described above. In addition to the judgment paid in
December 2006 of $230,737, in June 2007 we paid the plaintiffs appellate
attorney fees in the amount of $74,162. Final satisfactions of judgment and
appellate fees were recorded June 2007.

NOTE 4.  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. The available stock options for the nine months
ended February 29, 2008 and February 28, 2007, were dilutive and considered
common stock equivalents for purposes of computing diluted income per common
share. There has been no activity with respect to stock options.



                                       6
<PAGE>

NOTE 5. CONDENSED SEGMENT INFORMATION

The following condensed segment information for the nine months ended February
29, 2008, includes allocations of certain costs, including overhead and shared
services which are allocated based on revenues, payroll and other factors. Any
variances from budget will be allocated at the end of the year based on actual
revenues. These agreed-upon amounts between the segments may differ from amounts
that would be negotiated in an arms-length transaction. The business unit
DataTelcom, previously reported, is currently on idle. The market has slowed to
a point where management believes the return is not worth the investment in
resources. Based on the new technologies available in the marketplace,
management expects that the business will come back strong within the next
fiscal year and intends to continue operating. The retrofit market in the
cellular industry is technology and budget dependent, with each cellular company
trying to one up its competition. We are positioned to take advantage of this
opportunity when the marketplace returns with profitable work.


                  Electric     HVAC        Marine       Showroom        Total
--------------------------------------------------------------------------------
Revenues
 earned        $ 8,841,327 $ 5,900,325  $ 1,078,142  $    -        $ 15,819,794
Cost of revenues
 earned         (6,459,156) (4,471,909)    (788,523)      -         (11,719,588)
--------------------------------------------------------------------------------
Gross margins    2,382,171   1,428,416      289,618       -           4,100,205
Expenses        (2,056,696) (1,482,717)    (474,417)  (231,774)      (4,245,604)
--------------------------------------------------------------------------------
Income before
income taxes      $   325,475 $   (54,301) $  (184,800) $(231,774)   $ (145,400)
===============================================================================



                                       7
<PAGE>

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
this Item 2. Management's Discussion and Analysis or Plan of Operation
constitute 'forward-looking statements' within the meaning of the Private
Securities Litigation Reform Act of 1995 (the Act). We desire to avail ourselves
of certain 'safe harbor' provisions of the Act and are therefore including this
special note to enable us to do so. Forward-looking statements in this Form
10-QSB or 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
our management's best estimates based upon current conditions and most recent
results of operations.

REVENUES EARNED

Revenues for the nine months ended February 29, 2008 as compared to February 28,
2007, decreased approximately 10.2%. The decrease can be attributed to a slow
down in the building services industry in South Florida. Concerns about the
economy have and will continue to impact consumer spending and corporate
investment. In addition, our DataTelcom division was idle since May 2007 due to
the lack of profitable wireless work in the South Florida market, which
accounted for 8.5% of our total revenue in the prior year.

COST OF REVENUES EARNED

Costs of revenues earned as a percentage of revenues for the nine months ended
February 29, 2008 as compared to February 28, 2007 increased 4.1%, from 70.0% to
74.1%. The increase can be attributed to pay increases, as per the union
agreements, for our technicians; poor technician performance and management of
the performance, and on-the-job training expense for new technicians. The
increase is also related to a change in our material transfer process to more
accurately track job cost. Margins on sales have significantly impacted the
company's profitability. Over the past few months corrective actions have been
taken and we believe this result is temporary.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by 10.51% for the nine
months ended February 29, 2008 as compared to February 28, 2007. The increase is
related to an investment in our sales force to support future growth. Capital
expenditures for automation, our new service department and warehouse, along
with process improvements will result in a long-term profitability and will
allow us to maintain the service level our customers expect. Considering the
economic conditions we face over the next year, we are in the process of
reducing overhead to a level that will generate profits in line with
expectations.

NET (LOSS) INCOME

The net income for the nine months ended February 29, 2008, fell well short of
our expectations. The net loss was a result of lower sales in our HVAC business
unit and lower than expected margins in both our HVAC and Marine Air
Conditioning business units. The Company incurred losses in connection with a
showroom for generator system it intended to open, but did not due to the down
turn in the economy. The showroom was 90% complete at the time we decided to
terminate operations. We will continue to pay the lease on the building space,
which expires on June 2009. During this time we are looking to sublet the
remaining term of the lease. We believe the lower sales are related to market
conditions. We continue to focus on growing all companies through hiring quality
employees, controlling cost, measuring performance by analyzing key process
indicators and budget variances, improving relationships with existing customers
and developing relationships with potential customers.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Working capital decreased by approximately $1,159,381 for the nine months ended
February 29, 2008. The largest contributing factor for the reduction was the
repurchase of stock held in our ESOP in the amount of $486,414. Our ratio of
current assets to current liabilities for the nine months ended February 29,
2008, was 2.22, as compared to a ratio of 2.23 at February 28, 2007. Compared to
February 28, 2007, our cash balance for the nine months ended February 29, 2008,
decreased by $1,482,312, our accounts receivable decreased by $979,905 and our
accounts payable decreased by $431,094. We have financed our operations and
growth in the past with internally generated working capital, and we intend to
continue to do so. We have no balance on our line of credit at February 29,
2008. We do expect, if necessary, to use our credit line as it may be needed
from time-to-time for short-term working capital. We anticipate that our cash
flow from operations will provide cash in excess of our normal working capital
needs, debt service requirements and planned capital expenditures in the
near-term.

During the quarter ended February 29, 2008 we acquired equipment through the
issuance of debt.

Item 3.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer,
Chief Financial Officer and Executive Vice President have reviewed and evaluated
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14(c) and 240.15d14(c)) as of February 29, 2008. Based on
that evaluation, we have concluded that our current disclosure controls and
procedures are effective in timely providing the material information required
to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls. There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date we carried out this evaluation.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

1. The case is filed with the 11th Judicial Circuit Court in Miami Dade County,
Florida Case No. 04-8784. On or about May 12, 2001 Siemens Building Technologies
Inc. (Siemens) and Edd Helms Group Inc. (Helms) entered into a subcontract for
the installation of a fire alarm system at the Fontainebleau Hilton Hotel in
Miami Beach. Siemens was to provide engineered drawings for the installation of
the fire alarm system. Several issues developed during the construction dealing
with issues that include time delays, extra work and providing us with the
appropriate drawings resulting in additional costs which Siemens refused. In
addition, Siemens failed to provide approved engineered drawings, constituting a
material breech of contract. Accordingly, Helms declared Siemens to be in
material breach of contract and filed suit for breach of contract, fraudulent
misrepresentation and negligent misrepresentation for damages in excess of
$1,000,000. Siemens filed a counterclaim against the Company and its surety, XL
Surety Specialists. The surety responded and filed an action against Helms for
indemnification under the bond. The Siemens claim is in excess of $500,000. The
opinion of management is that the Company will be successful in the prosecution
of the claim and the defense of the counterclaim and at this time, the Company's
legal counsel has indicated that there is no reason to believe that there will
be any material adverse effect on the Company. We do not believe that the
ultimate result of the case will have a material adverse effect on the financial
condition of the Company.

2. The case is filed with the 17th Judicial Circuit Court in Broward County,
Florida, Case No. 01-10407. A former employee (the "plaintiff") of the Company
filed a suit for unpaid compensation. A judgment of $47,000 was awarded to the
plaintiff. The plaintiff's attorney claimed to have a contingency agreement in
place with the plaintiff, which allows an attorney to recover his cost related
to the case times a multiplier as determined by the court. In this case a signed
contingency agreement was not in place. In addition, the attorney did not track
hours worked on the case as required by the law. However a judgment was awarded
to the attorney for legal fees in the amount of $75,000, plus a multiplier of
three. The Company filed an appeal in this matter and issued an irrevocable
letter of credit against this judgment in the amount of $230,737. On November
1st of 2006 the appeals court ruled in favor of the plaintiff and confirmed the
judgment of fees as described above. In addition to the judgment paid in
December 2006 of $230,737, in June 2007 we paid the plaintiffs appellate
attorney fees in the amount of $74,162. Final satisfactions of judgment and
appellate fees were recorded June 2007.


                                       9
<PAGE>

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter ended February 29, 2008, there were no changes.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

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

No matters were submitted to a vote.

Item 5.  Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(A) Exhibits

31.1     Certification of the Chief Executive Officer required by
           Rule 13a-14(a)/15d-14(a)
32.1     Certification of the Chief Executive Officer required by
           Rule 13a-14(a)/15d-14(a) pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

(B) Reports on Form 8-K

None.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


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

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                       Date: April 21, 2008

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                          AND DIRECTOR


                                       By:/s/ L. Wade Helms
                                          -------------------------
                                          L. WADE HELMS
                                          EXECUTIVE VICE PRESIDENT, SECRETARY,
                                          TREASURER AND DIRECTOR

                                       By:/s/ Walter Revell
                                          -------------------------
                                          WALTER REVELL
                                          DIRECTOR


                                       By:/s/ Edward McCarthy
                                          -------------------------
                                          EDWARD MCCARTHY
                                          DIRECTOR

                                       By:/s/ John Salvaggio
                                          -------------------------
                                          JOHN SALVAGGIO
                                          DIRECTOR

                                       Date: April 21, 2008

                                       10
<PAGE>