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 August 31, 2005

[ ] 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_]

12,574,896 shares of common stock, par value $.01 per share, were outstanding at
the close of business on February 12, 2006.

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

<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIESFORM 10-QSB
INDEX
                                                                            PAGE
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
         Consolidated Balance Sheet (unaudited) - August 31, 2005.             2
         Consolidated Statements of Income
          (unaudited) - Three months ended August 31, 2005 and 2004.           3
         Consolidated Statements of Cash Flows (unaudited) - Three months
            ended August 31, 2005 and 2004.                                    4
         Notes to Consolidated Financial Statements (unaudited).               5
Item 2. Management's Discussion and Analysis or Plan of Operation.             6
Item 3. Controls and Procedures.                                               8

PART II - OTHER INFORMATION

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

                                       1
<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)                           August 31, 2005
--------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                            $  859,863
Available-for-sale equity security                                          839
Accounts receivable, less allowance for doubtful
  accounts of $179,289                                                3,443,788
Other receivables                                                       203,756
Due from employees                                                       10,853
Costs and estimated earnings in excess
  of billings on uncompleted contracts                                  507,593
Inventories                                                           1,240,683
Prepaid expenses                                                        179,828
Deferred income taxes                                                   231,211
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                  6,678,414
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                                             782,102
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses acquired, net              143,866
Other assets                                                             77,860
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                                      221,726
--------------------------------------------------------------------------------
TOTAL ASSETS                                                         $7,682,242
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt                                 $   86,567
Current obligations under capital leases                                  7,444
Accounts payable                                                      1,182,661
Accrued liabilities                                                     612,139
Deferred revenue                                                        121,939
Billings in excess of costs and estimated
  earnings on uncompleted contracts                                   1,157,730
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                             3,168,480
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income taxes                                                   136,481
Long-term debt                                                          135,707
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                                             272,188
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                                     3,440,668
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 2)
--------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock; $.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued and
  12,574,896 outstanding                                                126,114
Additional paid-in capital                                              208,682
Retained earnings                                                     4,000,821
Treasury stock, 86,462 shares at cost                                   (23,345)
Accumulated other comprehensive loss                                    (70,698)
--------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                            4,241,574
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $7,682,242
================================================================================
See accompanying notes.

                                       2
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended August 31,                                2005        2004
--------------------------------------------------------------------------------
REVENUES EARNED                                         $4,714,326   $4,504,891
COST OF REVENUES EARNED                                  3,519,726    3,145,110
--------------------------------------------------------------------------------
GROSS PROFIT                                             1,194,600    1,359,781
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                                  1,027,959    1,021,320
--------------------------------------------------------------------------------
INCOME FROM OPERATIONS
  BEFORE OTHER INCOME (EXPENSES)                           166,641      338,461
--------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
Interest income                                              1,627          471
Interest expense                                            (3,098)      (3,732)
Gain (loss) on disposal of
  property and equipment                                       -        (20,437)
Other income                                                19,411       43,854
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                                          17,940       20,156
--------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                 184,581      358,617
--------------------------------------------------------------------------------
INCOME TAXES
Provision for income taxes                                 (69,457)    (134,948)
Benefit from utilization of net operating
  loss carryforward                                         69,457      134,948
Deferred federal and state income tax                       34,431          -
--------------------------------------------------------------------------------
Total income taxes                                          34,431          -
--------------------------------------------------------------------------------
NET INCOME                                                $150,150     $358,617
================================================================================
NET INCOME PER SHARE - BASIC                                 $0.01      $ 0.03
                     - DILUTED                               $0.01      $ 0.03
================================================================================
 WEIGHTED AVERAGE SHARES
 OUTSTANDING     -BASIC                                  12,574,896  12,574,896
                 -DILUTED                                12,674,896  12,712,887
================================================================================
See accompanying notes.

                                       3
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)      August 31,   August 31,
For the Three Months Ended                                 2005         2004
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                               $150,150     $358,617
--------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by operating
  activities:
Depreciation and amortization                               79,220      133,395
Loss on disposal of asset                                      -          9,410
Provision for doubtful accounts                             10,606       14,426
Deferred income taxes                                       34,431          -
Changes in assets (increase) decrease:
Accounts receivable                                     (1,238,946)      89,230
Due from employees                                            (282)          22
Other receivables                                         (116,788)    (125,255)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                     (91,231)    (514,503)
Inventories                                               (246,464)       9,015
Prepaid expenses                                           105,084       87,465
Other assets                                                (5,170)     (15,000)
Changes in liabilities increase (decrease):
Accounts payable                                           705,889       77,629
Accrued liabilities                                         (2,352)     (63,117)
Deferred revenues                                           40,631      (70,884)
Billings in excess of costs and estimated
  earnings on uncompleted contracts                        226,438       71,390
--------------------------------------------------------------------------------
Net cash provided (used) by operating activities          (348,784)      61,840
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                       (123,003)         -
--------------------------------------------------------------------------------
Net cash (used) by investing activities                   (123,003)         -
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payments of capitalized lease obligations                 (15,306)      (2,636)
 Proceeds from credit line                                     -        250,000
 Proceeds from notes payable                               146,900          -
 Payments on notes payable                                 (58,834)     (60,290)
--------------------------------------------------------------------------------
Net cash provided by financing activities                   72,760      187,074
--------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH                               (399,027)     248,914
CASH, beginning of period                                1,258,890      337,255
--------------------------------------------------------------------------------
CASH, end of period                                     $  859,863   $  586,169
================================================================================

SUPPLEMENTAL DISCLOSURES
Interest paid                                                $3,098     $3,732
Interest received                                             1,627        471
Income taxes paid                                                 -         -
================================================================================
See accompanying notes.

                                       4
<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  have been  prepared in  accordance  with
accounting  principles  generally  accepted  in the United  States  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 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 three months ending
August 31, 2005,  may not  necessarily  be indicative of the results that may be
expected for the year ended May 31, 2006.

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, 2005, appearing in the Company's Form 10-KSB to be filed with the Securities
and Exchange Commission.

NOTE 2.  COMMITMENTS AND CONTINGENCIES

1. The Company is engaged in  litigation  with Siemen's  Building  Technologies,
Inc., Edd Helms Group, Inc. v. Siemens Building  Technologies,  Case No. 04-8784
CA 08,  Circuit Court in and for  Miami-Dade  County,  Florida.  The  proceeding
commenced on April 16,  2004,  when the Company  filed suit against  Siemens for
breach of contract.  The Company sued Siemens for material breach of contract in
failing to provide necessary  drawings for the complete  performance work of the
contract for fire alarm installations. Siemens has filed a counter claim against
the  Company  and its  surety,  which in turn,  has filed an action  against the
Company for  indemnification  under the Bond,  should the surety be held liable.
The Company is suing for damages in excess of $1 million.  The counter claim has
not been quantified but is assumed to exceed $500,000.

2. The Company is engaged in litigation with Cameron Baird, Cameron Baird v. Edd
Helms Group,  Inc. d/b/a Edd Helms  Electric,  Case No.  01-10407 (08),  Circuit
Court in and for Broward County,  Florida.  The proceeding commenced on June 14,
2001.  A judgment of $47,000 was awarded  against the Company.  The  Plaintiff's
attorney  filed a request  for fees and was  awarded a judgment in the amount of
$203,000.  The  Company  has filed an appeal in this  matter  and has  issued an
irrevocable letter of credit against this judgment in the amount of $230,000.

                                       5
<PAGE>

NOTE 3.  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 three months
ended August 31, 2005 and August 31, 2004,  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  since May 31, 2005.

NOTE 4. CONDENSED SEGMENT INFORMATION

The following  condensed  segment  information for the three months ended August
31, 2005, 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.

                              Electric        HVAC    DataTelcom       Total
--------------------------------------------------------------------------------
Revenues earned             $ 1,895,454   $ 2,035,018   $783,854    $4,714,326
Cost of revenues earned      (1,292,930)   (1,518,136)  (708,660)   (3,519,726)
--------------------------------------------------------------------------------
Gross margins                   602,524       516,882     75,194     1,194,600
Expenses                       (438,955)     (412,126)  (158,938)   (1,010,019)
--------------------------------------------------------------------------------
Income (Loss) before
 income taxes                 $ 163,569     $ 104,756  $ (83,744)   $  184,581
================================================================================


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.

                                       6
<PAGE>

REVENUES EARNED

Revenues  for the three  months  ended August 31, 2005 as compared to August 31,
2004,  increased  approximately 4.6%. The increase can be attributed to positive
economic  conditions  and a  company-wide  focus  to  grow  revenues  by  adding
additional sales staff.

COST OF REVENUES EARNED

Costs of revenues earned as a percentage of revenues for the three months ended
August 31, 2005 as compared to August 31, 2004 increased 4.8%. The change stems
from lower margin construction jobs, as opposed to service work, where the cost
components require less labor and more material. The cost of revenues earned in
the current quarter is lower than budgeted but at an acceptable level.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses increased by under 1% for the three
months ended August 31, 2005 as compared to August 31, 2004. The slight increase
is within an  acceptable  range as compared  to budget.  We continue to focus on
overhead cost control and adhering to operational  budgets  developed to measure
deviations from our cost model.

NET PROFIT

The net income for the three months ended August 31, 2005, was  consistent  with
expectations.  The profit can be  attributed to a 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.

LIQUIDITY AND CAPITAL RESOURCES

Working capital  increased by  approximately  $82,191 for the three months ended
August 31, 2005,  from August 31, 2004.  Our ratio of current  assets to current
liabilities for the three months ended August 31, 2005, was 2.12, as compared to
a ratio of 2.74 at August  31,  2004.  Compared  to August  31,  2004,  our cash
balance for the three months ended August 31, 2005,  increased by $273,694,  our
accounts  receivable  increased by $1,464,084 and our accounts payable increased
by  $296,642.  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  outstanding  balance  on our line of credit at August 31,  2005.  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  August 31, 2005 we  acquired  equipment  through the
issuance of debt.

                                       7
<PAGE>

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 August 31, 2006. Based on that evaluation,  we has 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 Company is engaged in  litigation  with Siemen's  Building  Technologies,
Inc., Edd Helms Group, Inc. v. Siemens Building  Technologies,  Case No. 04-8784
CA 08,  Circuit Court in and for  Miami-Dade  County,  Florida.  The  proceeding
commenced on April 16,  2004,  when the Company  filed suit against  Siemens for
breach of contract.  The Company sued Siemens for material breach of contract in
failing to provide necessary  drawings for the complete  performance work of the
contract for fire alarm installations. Siemens has filed a counter claim against
the  Company  and its  surety,  which in turn,  has filed an action  against the
Company for  indemnification  under the Bond,  should the surety be held liable.
The Company is suing for damages in excess of $1 million.  The counter claim has
not been quantified but is assumed to exceed $500,000.

2. The Company is engaged in litigation with Cameron Baird, Cameron Baird v. Edd
Helms Group,  Inc. d/b/a Edd Helms  Electric,  Case No.  01-10407 (08),  Circuit
Court in and for Broward County,  Florida.  The proceeding commenced on June 14,
2001.  A judgment of $47,000 was awarded  against the Company.  The  Plaintiff's
attorney  filed a request  for fees and was  awarded a judgment in the amount of
$203,000.  The  Company  has filed an appeal in this  matter  and has  issued an
irrevocable letter of credit against this judgment in the amount of $230,000.

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

During the quarter ended August 31, 2005, 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.

                                       8
<PAGE>

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

(A) Exhibits

31.1-3  Certifications of the Chief Executive Officer,  Chief Financial Officer,
and Executive Vice President 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 the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

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

Date: February 21, 2006                 /s/  W. Edd Helms, Jr.
      -----------------                 ----------------------
                                        W. Edd Helms, Jr. President, Chief
                                        Executive Officer