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

                                   Form 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                     For the fiscal year ended May 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                For the transition period from ________ to ________

                         Commission file number 0-17978

                              EDD HELMS GROUP, INC.
                 (Name of small business issuer in its charter)

             Florida                                     59-2605868
             --------                                    ----------
     (State or other jurisdiction                     (I.R.S. Employer
      of incorporation or origination)              Identification No.)

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

Issuer's telephone number (305) 653-2520

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered

       None                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.01 Par Value
                                (Title of class)

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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $21,564,542.

The aggregate market value of the voting and non voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity as of May 31, 2008, was $457,813 (1,308,038) shares at an average
bid price of $.35 per share).

There were 11,501,388 shares outstanding of the issuer's common stock, $.01 par
value, as of September 10, 2008.
<PAGE>


                        EDD HELMS GROUP, INC. AND SUBSIDIARIES
                                   FORM 10-KSB
                                TABLE OF CONTENTS

PART I                                                                     PAGE
--------                                                                   ----
  Item 1.   Description of Business.                                          3
  Item 2.   Description of Property.                                         10
  Item 3.   Legal Proceedings.                                               10
  Item 4.   Submission of Matters to a Vote of Security Holders.             11

PART II
--------
  Item 5.   Market for Common Equity and Related Stockholder Matters.        11
  Item 6.   Management's Discussion and Analysis or Plan of Operation.       11
  Item 7.   Financial Statements.                                            15
  Item 8.   Change in and Disagreements With Accountants on Accounting and
              Financial Disclosure.                                          33
  Item 8A.  Controls and Procedures.                                         33

PART III
--------
  Item 9.   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.             34
  Item 10.  Executive Compensation.                                          38
  Item 11.  Security Ownership of Certain Beneficial Owners and Management
                    and Related Stockholder Matters.                         39

  Item 12.  Certain Relationships and Related Transactions.                  40
  Item 13.  Exhibits.                                                        40
  Item 14.  Principal Accountant Fees and Services.                          41


                                       1
<PAGE>
Forward-Looking Information

Certain information contained or incorporated by reference in this Annual Report
on Form 10KSB is forward looking in nature. All statements included or
incorporated by reference in this Annual Report on Form 10-KSB or made by
management of Edd Helms Group, Inc. and its subsidiaries, other than statements
of historical fact, are forward-looking statements. Examples of forward-looking
statements include statements regarding Edd Helms Group, Inc.'s future financial
results, operating results, business strategies, projected costs, products,
competitive positions and plans, and objectives of management for future
operations. In some cases, forward-looking statements can be identified by
terminology such as "may", "will", "should", "would", "expects", "plans",
"anticipates", "believes", "estimates", "predicts", "potential", "continue", or
the negative of these terms or other comparable terminology. These statements by
their nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within our control. These factors include, but are not limited to:
  o Economic conditions generally and in the industries in which our
      customers participate
  o Competition within our industry, including:
      o Competition from much larger competitors
      o   Price increases or supply limitations for components purchased by us
          and delays, reductions, or cancellations of orders previously placed
          with and by us, or,
      o Cancellations of orders previously placed with and by us.

                                     PART I
Terms used in this report:
HVAC       Heating, Ventilation, Air Conditioning
CCTV       Closed Circuit Television
ABYC       American Boating and Yachting Council
CFC's      ChloroFlouroCarbon
UPS Uninterruptible Power Supply (a sophisticated battery) NASDAQ National
Association of Securities Dealers Automated Quotation System Gigabit 1,000,000
bits of computer information Clean-room Sterile or semi-sterile manufacturing
environment

Item 1. Description of Business.

We are a Florida corporation, organized in 1985 and originally incorporated
under the name of Hotelecopy, Inc. In August of 1999, Hotelecopy, Inc. merged
with Edd Helms, Inc. a Florida corporation and changed its name to Edd Helms
Group, Inc. We presently have five wholly-owned Florida corporation
subsidiaries:

          Edd Helms Electric, LLC,
             Edd Helms Air Conditioning, Inc.,
          Edd Helms Marine Air Conditioning and Refrigeration, LLC,
          DataTelcom, Inc., and
             EH Showrooms, LLC

Edd Helms Group, Inc., is a diversified services company with specific
disciplines of service in the areas of:

          Electrical and Data Communications,
             Trade Shows & Exhibition Services,
          Air Conditioning, Refrigeration and Mechanical,
          Marine Air Conditioning and Refrigeration, and
          Wireless and Cellular Towers.


                                       2
<PAGE>
                                     PART I

Item 1.  Description of Business

The focus of our business is performing service and retrofit work for
commercial, residential, and marine customers. We regularly perform add on and
replacement design-build projects. We service the convention and exhibition
services industry with our skilled labor force and a large inventory of
temporary electrical systems. We provide structural, radio frequency, power,
heating, ventilation and air conditioning services to the wireless cellular
tower industry. We employ one hundred forty employees and operate approximately
seventy service vehicles, each with wireless communications for peak efficiency
in providing our services to our customer base.

Our internal information technologies include multiple rack mounted main
computer servers and a combination of traditional, thin client, and wireless
workstations. All software applications are secure and accessed by our employees
using Citrix Presentation Server(TM) and Citrix Metaframe(TM) software from any
inside or outside location where internet access is available. These secure
computer systems have built-in redundancy, nightly automated data backup, and
are powered by uninterruptible power systems and emergency generators in the
event of power outages. Our management software is specifically designed for the
service industry and related accounting functions. We use specialized service
software to log service orders, schedule service calls, identify and ready the
necessary repair parts or equipment, track the work order, and provide
information for communication with the service technicians and customers. Our
secure records databases combined with our secure online electronic image
storage and retrieval system from Docstar(TM) allows our employees to quickly
locate desired documents such as invoices, checks, correspondence or drawings
using simple or complex keyword searches.

We are committed to providing the highest level of customer service through the
development of a highly trained workforce. Prior to employment, we make an
assessment of the technical competence level of all potential new employees,
confirm background references and conduct criminal and driving record checks. In
addition, all employees are subject to drug testing. Once hired, employees are
required to complete a progressive training program to advance their technical
competencies and to ensure that they understand and follow our safety practices
and other internal policies. Both technical and customer service personnel are
given intensive training in customer communication, sales and problem-solving
skills.

Our ability to employ, train and retain highly motivated service technicians to
provide quality service is a key to our continued growth while remaining
competitive in the marketplace. In order to recruit qualified individuals, we
offer continuous industry training, equipment, a safety program, excellent
benefits and career opportunities that we believe are more comprehensive than
those typically offered within the industry. We maintain good labor relations
with our employees. Management is involved in local industry associations and
participates in organized labor training programs. In those business units where
our service people are unionized, we have not experienced a strike or any
significant labor stoppage. We believe that our relationships with our employees
are satisfactory. The strength of our business rests in our reputation,
workforce and management team.


                                       3
<PAGE>

A large part of our services are provided by means of our mobile service
vehicles. These service vehicles and the licensed technicians that operate them
carry an inventory of equipment, tools, parts and supplies needed to complete
the typical variety of jobs. The technician assigned to a service call travels
to the business or residence, interviews the customer, diagnoses the problem,
presents the solution, obtains agreement from the customer, performs the work,
and often collects payment for the services provided.

We maintain a high profile advertising campaign on television, in the yellow
pages, on the internet, and the radio. We use a direct sales force to market our
services. We continue to preserve and enhance our value of the unique and
long-standing trade names and customer identification. Our logo and identifying
marks are featured on all our trucks, marketing materials, and advertisements.
All of our employees wear uniform shirts with our trade names and logos, and
display photo identification for security to each customer when they arrive.

Electrical and Data Communications

We provide these services to commercial businesses and residential customers in
both single family homes and multi-family buildings. Our electrical services
include preventive maintenance, emergency repairs, emergency generators and
replacements (in conjunction with the retrofitting or remodeling of a residence
or commercial building, or as a result of an emergency repair) of systems and
associated parts, buss duct, electrical control systems, wiring, and panels.
Because we maintain a large inventory of temporary electric cabling and
distribution systems for use in our trade show business, we have developed a
market in emergency power restoration for high rise buildings and condominiums
following electrical fires.

Due to South Florida's recent experience with hurricanes and the devastation
they cause, we have expanded our capacity for emergency and standby electrical
generator systems. Many businesses and homes in South Florida have experienced
extended power outages lasting days or weeks following a hurricane. During the
loss of electrical power from the public utility, a customer with an emergency
generator system has the ability for their generator to automatically take over
and run either part or all electrical systems in their home or business
including central air conditioning, computer systems, hot water heaters, and
lighting. For critical facilities such as hospitals and computer data centers,
we have been installing emergency generators systems for many years. This
expansion in capacity is a result of significantly increased demand, primarily
by homeowners and small to mid-sized commercial customers.

Our data communications services primarily include the installation and
expansion of structured cabling systems consisting of computer room racks, fiber
optics cabling between these computer room racks and remote distribution racks,
and megabit or gigabit copper wiring to individual computer workstations. We are
a certified dealer for Ortronics(TM) structured cabling systems as well as some
other leading manufacturers.

Trade Shows and Exhibition Services

We provide temporary electrical services to the convention and trade show
industry. These services are generally provided in hotels, convention halls, and
temporary outside facilities. We sell our services to decorators and trade show
groups where various vendors exhibit their products and services. These trade
shows require temporary power for the use of the individual exhibitors during
these events. We install a UL approved temporary electrical distribution system
before each event, install and maintain power and outlets to each exhibitor, and
upon the event's conclusion we remove and store the temporary electrical systems
until the event or trade show for the respective group.


                                       4
<PAGE>

Edd Helms has long been a major trade show electrical provider in the South
Florida area. We have a full-time sales and marketing staff to further develop
our presence in the trade show arena. With South Florida being a major hub for
tourism, we expect our sales in the trade show and exhibition services arena to
continue to grow over the next five years.

Beginning in 2002, we entered into an agreement with a major hotel and
convention facility located in Hollywood, Florida to provide electrical services
to the decorators and exhibitors at the facility. This facility has grown into
one of South Florida's top convention facilities. We maintain a separate
tradeshow office at this facility with high speed internet allowing it to access
the home office based software applications, POS, and management systems.

The equipment required for a trade show electrical exhibition provider is
extensive. It requires continuous maintenance and annual UL safety
certification. We own a large inventory of trade show equipment that is
maintained and stored at our various facilities. We believe that this
specialized equipment has a value substantially in excess of that reflected in
our books.

We believe that our convention trade show and exhibition services division would
benefit from acquisition of other trade show service providers. We will attempt
to locate acquisition opportunities in this arena that would allow us to grow
this niche market and allow us to maximize the use of our large inventory.

Air Conditioning, Refrigeration and Mechanical

We provide a broad variety of maintenance, repair, and replacement services to
both residential and commercial customers. Most of our air conditioning,
refrigeration and mechanical efforts are in the service, retrofit, and design
build markets. Our services include preventive maintenance (periodic checkups,
cleaning and filter change-outs), emergency repairs, and the replacement (in
conjunction with the retrofitting or remodeling of a residence or commercial
building, or as result of an emergency repair request) of HVAC and mechanical
systems including chillers, cooling towers, hydronics, process systems, and
automated temperature controls. We also provide certain specialized services and
technical facilities management services to commercial building owners or
building managers. We are expanding our LEED (Leadership in Energy &
Environmental Design) capabilities to provide and maintain GREEN building
systems. In connection with both new installation business and maintenance,
repair and replacement services, we sell a wide range of HVAC equipment, parts
and supplies.

In 2005 our air conditioning business reached a milestone with its selection by
the Museum of Art in Fort Lauderdale to perform the HVAC, mechanical and
electrical improvements needed to host the King Tut exhibition, Tutankhamun and
the Golden Age of the Pharaohs. With South Florida's marine climate, controlling
humidity and temperature inside the museum was essential to Fort Lauderdale's
selection as just one of four U.S. stops for the King Tut exhibit. This was a
fast track project starting July 12th and completed in late September. The
project included new chillers, piping, fresh air energy recovery ventilators,
variable speed drives for existing air handlers, and an elaborate computerized
temperature control system to manage the hundreds of variable conditions the
museum has experienced since the exhibit opened December 15th with a public
estimate of 400,000 visitors.

                                       5
<PAGE>

Marine Air Conditioning and Refrigeration

From our Marine facility located in Fort Lauderdale, we provide American Boating
& Yachting Certified marine air conditioning and refrigeration services
primarily to private yachts between 40 feet and 230 feet(70 meters)in length.
The Marine division uses the same specialized home office based service
software, accounting, document imaging, and management systems thanks to high
speed internet access.

In 2003 we were awarded a full dealership by Marine Air(TM) to compliment our
prior dealerships for Cruisair(TM), Tundra(TM), Condaria(TM), Eskimo(TM),
U-Line(TM), Polar Bay(TM), and Grunert(TM). The South Florida market is referred
to by many as the boating capital of the United States, with megayachts now
docked and serviced here year round. Many seasonal megayachts use Fort
Lauderdale for their overhauls and refits, prior to chartering to the Caribbean
and the Mediterranean. A marine marketing campaign was launched in 2002 and it
has since been expanded to include both local and international marine
publications to reach this special clientele.

Wireless & Cellular Towers

Our wireless division provides services primarily to the cellular industry. We
operate our wireless and tower business under the name of Datatelcom, Inc. The
work is performed by our own employees and select outside subcontractors.

The nature of the work is the installation of antennas, coaxial cables,
electrical power of both AC and DC, and other electronic equipment on towers and
rooftops. The work is generally performed at heights from 100 feet to 300 feet
on rooftops, monopoles, self supporting towers and free standing towers.

We provide training to our tower climbers through a certification program
operated by an independent tower training company. We send one of our employees
to the third-party trainer who attends a comprehensive course in Certified Tower
Climbing Safety and Rescue. Upon completion of this course our employee receives
a certification which then enables him to teach this course to our other
employees. This provides the employees with the ability to use the needed
knowledge and skills to utilize the techniques and equipment effectively in
their individual work environments.

Safety is paramount to all of our operations. No parts of our operations are
ignored, but additional safety training and attention is maintained in the
wireless group. Since most of the wireless work is done at heights that exceed
100 feet, every precaution is taken to protect our employees.

Testing and certifications of the test equipment and the materials utilized by
the wireless division are an ongoing educational process supported by us. With
the certified training programs, our employees are equipped to perform the
highest quality of work while servicing the ever demanding cellular carriers.

We believe that the cellular industry is continuously evolving with new
technologies and expanding markets. Although the cellular carriers have suffered
recently on Wall Street, we believe that we have carved out a niche market that
should allow growth and increased sales over the next five years.

Currently, this business is idle. The market has slowed to a point where the
return is not worth the investment in resources. Based on the new technologies
available in the marketplace, we believe this business will come back strong
within the next year. 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.

                                       6
<PAGE>
E-Commerce

We have developed a fully functional Internet web site that is both an internet
and an intranet. It is presently being utilized to market our divisions and
services. Our tradeshow customers can shop, purchase and pay for their
exhibition services online, and our marine customers can shop, purchase and pay
for their marine parts online. It is also growing in the information and
training programs being offered to our employees.

We believe that E-Commerce opportunities will benefit us. As a result we have
developed and will continue to develop, on-line services. We believe that the
Internet will allow us an opportunity to expand our market and improve our
efficiencies.

Competition

The facilities service industry is highly competitive with few barriers to
entry. We believe that the principal competitive factors are timeliness,
reliability and quality of services provided, range of services offered, market
share and visibility strengthened by advertising and price. Most of our
competitors are small, owner-operated companies that typically operate in a
single market. These smaller competitors may have lower overhead cost structures
and may be able to provide their services at lower rates. Often times, these
small competitors have long established relationships with homeowners for a
variety of home repairs, which makes that market difficult for us to penetrate.
There are currently a limited number of public companies focused on providing
services in some of the same service lines provided by us. Some of these
competitors, and potential competitors, have greater financial resources than we
do to finance acquisition and development opportunities, and may be able to pay
higher prices for the same opportunities to develop and support service
operations.

Our ability to employ, train and retain highly motivated service technicians to
provide quality service is a key to our success in being competitive. In order
to recruit qualified individuals, we offer attractive compensation, health and
savings benefits that are more comprehensive than those typically offered within
the industry, including a 401(k) plan.

Governmental Regulation

Many aspects of our business operations are subject to various federal, state
and local laws and regulations, including, among others, permitting and
licensing requirements; building, mechanical and electrical codes and zoning
ordinances; laws and regulations relating to consumer protection; laws and
regulations relating to worker safety and protection of human health.

We believe we have all the required permits and licenses to conduct our
operations and that we are in substantial compliance with applicable regulatory
requirements relating to our operations. If we were to fail to comply with the
applicable regulations it could result in substantial fines or revocation of our
operating permits.

A large number of state and local regulations governing the facilities services
trades require various permits and licenses to be held by individuals. In some
cases, a required permit or license held by a single individual may be
sufficient to authorize specified activities for all our service technicians who
work in the geographic area covered by the permit or license.

                                       7
<PAGE>
Environmental Regulation

Our operations are subject to numerous federal, state and local environmental
laws and regulations, including those governing vehicle emissions and the use
and handling of refrigerants. These laws and regulations are administered by
various federal, state and local governmental agencies. The technical
requirements of these laws and regulations are becoming increasingly complex and
stringent, and meeting these requirements can become expensive. We are subject
to the Clean Air Act, Title VI of which governs air emissions and imposes
specific requirements on the use and handling of substances known or suspected
to cause or contribute significantly to harmful effects on the stratospherical
ozone layer, such as chlorofluorocarbons and certain other refrigerants
("CFC's"). Clean Air Act regulations require the certification of service
technicians involved in the service or repair of systems, equipment and
appliances containing these refrigerants and also regulate the containment and
recycling of these refrigerants. These requirements have increased our training
expenses and expenditures for containment of recycling equipment. The Clean Air
Act is intended ultimately to eliminate the use of CFC's in the United States
and require alternative refrigerants to be used in replacement HVAC systems.

Expenditures related to environmental matters during the fiscal years ended May
31, 2008 and 2007, were not material. We do not currently anticipate any
material adverse effect on our business or consolidated financial position as a
result of future compliance with existing environmental laws and regulations.

Suppliers
We obtain materials and supplies from approximately 150 suppliers. Suppliers of
materials are plentiful and we are not dependent on any one vendor.

Cyclicality of the Industry

We generate increased revenues in the summer months when the dependency on air
conditioning is greater than in the winter months. The electrical services
business is not particularly cyclical.

Economic Dependence

We believe that there is always a demand for electrical and air conditioning
services. With the emergence of the broadband industry with fast computers, the
reliability of the electrical power and network computer wiring has become more
critical than ever. The required reliability of many of these electrical systems
exceeds 99.999%. Uninterruptible power supplies (UPS) and standby emergency
generators are required in greater numbers than ever before. Aside from the
initial installation of power and network cabling, ongoing maintenance programs
are imperative. Indoor air quality with proper temperature and humidity control
is also required. Many computer networks now require transmission of information
at gigabit speed which requires upgrading slower network cables. Fiber optics is
now replacing copper wire in many of these installations.

The electrical, data communications, telecommunications and air conditioning
construction services industry has had a higher overall growth rate than the
overall construction industry. This is due in part to the increase in complexity
of electrical and mechanical systems in many projects. This results from the
increased use of computers and more advanced data and voice communications and
environmental control systems. As a result, buildings are now consuming more
electricity per square foot than in the past and more extensive air conditioning
and electrical distribution systems are now required.

                                       8
<PAGE>
Voice, data communication and telecommunication systems now require more
reliable power supplies and improved low voltage and fiber optic cabling. The
need for increased environmental controls within a building, such as the
increased need for air conditioning control to maintain computer systems at
optimal temperatures and the increased demand for environmental control in
individual spaces, are creating expanded opportunities for electrical,
mechanical, telecommunications and data communications facilities service
businesses

Electrical and mechanical construction services involve the design, installation
and start-up of several systems. These include:
     1) Generation and distribution of electrical power including conduits,
     power cables, transformers, electrical panels, switch gear, controls,
     generators and uninterruptible power supplies,
     2) Lighting fixtures and controls,
     3) Voice and data communications, including fiber optic and copper cabling,
     4) Fire alarm, security, and process control, and, 5) Heating, ventilation,
     air conditioning, refrigeration and increased
        requirements of all of these systems in clean-room applications

We perform most of our services pursuant to contracts with owners, corporations,
government organizations, construction managers, developers, general contractors
and individual tenants in multi-tenant facilities and we are not economically
dependent on any single customer or group.

Employees

As of May 31, 2008, we had approximately 140 employees. Approximately 72 were
employees in the electrical/tradeshow business, 47 were employees in the air
conditioning/mechanical business, 9 were employees in the marine air
conditioning business, and 12 were employed in central administrative roles. We
believe that our relations with our employees are good. We are signatory to
various collective bargaining agreements with local unions representing
approximately 50% of our employees. None of these collective bargaining
agreements are nationwide or regional in scope.

Edd Helms Electric is a member of the National Electrical Contractors
Association who represents us in bargaining with the International Brotherhood
of Electrical Workers. Edd Helms Air Conditioning is a member of the Mechanical
Contractors Association who represents us in bargaining with the United
Association of Journeyman and Apprentices of the Plumbing & Pipefitting
Industry.

Our Executive Officers

See the information contained in Part III, Item 9, which describes our executive
officers in detail.

                                       9
<PAGE>

Item 2. Description of Property.

At our NE 5 Avenue location in Miami, FL we lease approximately 27,500 square
feet for warehousing, distribution, and business offices. The total annual cost
during 2008 of these leases is approximately $323,845, including sales tax. This
leased property is owned by National Industrial Park, whose sole partner is W.
Edd Helms, Jr., who is an officer, director, the owner of approximately 90% of
the common stock of Edd Helms Group Inc., and is related to another officer and
director. In August of 2007 we completed the consolidation of our leased
property, which will reduce our leased property at this location. Some
improvements to the consolidated leased property were made. We believe that
these consolidated facilities are in good condition and are sufficient to
accommodate our needs. We believe the rent to be reasonable and competitive in
price with rent for similar facilities located at the Miami-Dade/Broward county
line.

At our 620 SW Flagler Avenue location in Fort Lauderdale, Florida, Edd Helms
Marine Air Conditioning leases its facilities from an unrelated third party. In
July 2006 the lease was amended to extend the lease term to 7 years, terminating
in September 2010. The total annual cost of this lease during 2007 is
approximately $30,658 per year.

Item 3.  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 in June 2006. 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.


                                       10
<PAGE>

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

No matters have been submitted during the year for vote.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Our common stock is traded over the counter pink sheets (OTCPK) under the symbol
EDDH.

The following tables set forth, for the periods indicated, the range of high and
low closing bid and ask price for our common stock from June 1, 2007, through
May 31, 2008. These quotations represent prices between dealers, do not include
retail markups, markdowns, or commissions, and do not represent actual
transactions. The following information for the fiscal years ended May 31, 2008
and 2007 was obtained from Market Watch by Dow Jones historical data services.

                                                            Year Ended
                                                   May 31, 2008     May 31, 2007
                                                      High Low        High  Low
                                                    -----------      -----------
          First Quarter                            $ .50  $.40      $ .51  $.35
          Second Quarter                           $ .60  $.40      $ .50  $.37
          Third Quarter                            $ .42  $.35      $ .48  $.42
          Fourth Quarter                           $ .42  $.35      $ .58  $.40

On May 31, 2008, there were approximately 399 holders of record of our common
stock. This number does not include any adjustment for stockholders owning the
stock in "Street" name.

We have not paid dividends since our inception and do not anticipate paying any
dividends in the near future. We intend to retain earnings to provide funds for
general corporate purposes and the expansion of our business.

Item 6.  Management's Discussion and Analysis or Plan of Operations.

The following discussion should be read in conjunction with the consolidated
financial statements of Edd Helms Group, Inc. and Subsidiaries and the related
footnotes, included in this Annual Report as Item 7. This discussion contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on our current
expectations and involve risks and uncertainties that could cause our actual
results to differ materially from those set forth in the forward-looking
statements. See "Forward Looking Statements" and "Risk Factors".

                                       11
<PAGE>

Highlights of Critical Accounting Policies

Our significant accounting policies are described in Note 2 of Notes to
Consolidated Financial Statements which have been prepared in accordance with
generally accepted accounting principles in the United States. Management
believes that our most critical accounting policy is in accounting for long-term
construction contracts. Determining the points at which revenue should be
recognized as earned and costs should be recognized as expenses is a major
accounting issue common to all businesses engaged in the performance of
long-term construction contracts. We use the percentage-of-completion accounting
method for construction contracts in accordance with the American Institute of
Certified Public Accountants Statement of Position 81-1, "Accounting for
Performance of Construction-Type and Certain Production-Type Contracts". Each of
our business units calculates the percentage-of-completion of each contract by
dividing the costs incurred to date by the estimated total contract costs at
completion (the "cost-to-cost" method). This percentage is then applied to the
estimated total contract value (the total amount of revenue expected to be
realized from the contract) in order to calculate the amount of revenue to be
recognized to date on each contract. Provisions are recognized in the statement
of operations for the full amount of estimated losses on uncompleted contracts
whenever evidence indicates that the estimated total cost of a contract exceeds
its estimated total contract value.

Percentage-of-completion accounting requires considerable reliance on estimates
in determining revenues, costs, profit margins and the extent of progress toward
completion on a contract-by-contract basis. Uncertainties inherent in the
performance of contracts generally include labor availability and productivity,
job conditions, material cost, change order scope and pricing, final contract
settlements and other factors. These uncertainties are evaluated continually for
each contract, and the impact of changes in estimates of total contract costs,
total contract value, and other factors are reflected in the consolidated
financial statements in the period in which the revisions are determined.

Our business units enter into contracts primarily through competitive bids, with
the final terms and prices often negotiated with the customer. Although the
pricing terms and conditions of contracts vary considerably, most of these
contracts are known as "fixed-price" or "lump-sum" contracts, in which the
business unit essentially agrees to perform all acts under the contract for a
stated price. Our business units also enter into "cost-plus" contracts (costs
incurred plus a stated mark-up percentage or a stated fee) and
"time-and-materials" contracts (stated hourly labor rate plus the costs of
materials). Fixed-price contracts inherently contain higher risk of loss than
the other contract types, but management believes that we are generally able to
achieve higher gross profit margins on fixed-price contracts as a result of the
expertise and experience of our business units in bidding and job performance.
No assurance can be given, however, that we will not incur significant job
losses on contracts in the future.

We recognize maintenance, repair and replacement revenues, including maintenance
management services, as services are performed. Service contract revenue is
recognized ratably over the term of the service contract. We account for
revenues from fixed-price installation and retrofit contracts on a
percentage-of-completion basis using the cost-to-cost method.

Cost of services consists primarily of salaries, wages, benefits and insurance
of service and installation technicians, project managers and other field
support employees, materials, components, parts and supplies, engineered
equipment, subcontracted services, depreciation, fuel and other vehicle expenses
and equipment rentals. Selling, general and administrative expenses consist
primarily of compensation and related benefits for management, administrative
salaries and benefits, advertising, office rent and utilities, communications
and professional fees.

                                       12
<PAGE>

Accounts receivable collectibility represents another critical accounting
policy. Our business units grant credit, generally without collateral, to their
customers, which primarily include general contractors, property owners and
developers, governmental agencies, educational and medical institutions, and
commercial and industrial companies in a variety of industries. We are subject
to potential credit risk related to changes in business and economic factors
throughout the United States. However, we are entitled to payment for work
performed and often have certain lien rights that can be attached to the
property in which the work was performed. Additionally, management continually
monitors the financial condition of our customers to reduce risk of loss. We
provide an allowance for doubtful accounts when future collection is considered
doubtful. Historically, receivable collectibility has not been a significant
issue in our service industries.

Results of Operations, May 31, 2008, Compared to the Year Ended May 31, 2007

Revenues Earned

Revenues decreased approximately $1.2 million or 5.7% to $21.6 million for the
fiscal year ended May 31, 2008, from $22.8 million for the fiscal year ended May
31, 2007. The decrease in revenues can be directly attributed to the downturn in
the economy, and in the construction industry in South Florida.

Costs of Revenues Earned

Cost of revenues was approximately $16.0 million or 74.1% of revenues earned,
for the year ended May 31, 2008, as compared with $16.5 million or 72.3% of
revenues earned for the year ended May 31, 2007. Our gross profit margin as a
percentage of revenues earned for year ended May 31, 2008 was 25.9%, as compared
with 27.7% for year ended May 31, 2007. The margin is not consistent with
expectations. During the year our HVAC service manager retired, which in
hindsight significantly impacted our business. As a result of this retirement,
the management of our field technicians suffered and resulted in poor
efficiency. This problem has been dealt with and in August 2008 we hired a new
service manager with over 30 years experience in the business.

Selling, General and Administrative Expenses

Selling, general, and administrative (SGA) expenses for the year ended May 31,
2008 were $5,706,599 or 26.5% of revenues earned, as compared with $5,279,895 or
23.2% of revenues earned for the year ended May 31, 2007. Our overhead cost
controls resulted in reductions in many SGA expenses. However, we incurred
non-recurring expenses not related to current revenues of $628,800 for year
ended May 31, 2008 and $474,500 for year ended May 31, 2007. Of these
non-recurring expenses for year ended May 31, 2008, $350,423 related to legal
expenses and $278,377 related to the discontinued Home Technology Showroom. Of
these non-recurring expenses for year ended May 31, 2007, $442,700 related to
legal expenses and $31,800 related to the discontinued Home Technology Showroom.
After adjusting for these non-recurring expenses not related to current
revenues, our SGA expenses for year ended May 31, 2008 were $5,078,599 or 23.5%
of revenues earned, as compared with $4,805,395 or 21.1% of revenues earned for
the year ended May 31, 2007. We continue to focus on overhead cost control and
adhering to operational budgets.

Income From Operations Before Income Taxes (Credits)

Income from operations before income taxes (credits) decreased approximately
$1,162,053 to $(124,806) as compared to the fiscal year ended May 31, 2007. The
reduction is a direct result of a decrease in sales and gross margin on sales,
in addition to the increase in overhead. We continue to focus on building
relationships with new and existing customers, measure our progress towards
established benchmarks and provide a high level of service and professionalism
in everything we do.

                                       13
<PAGE>

Provision for Income Taxes (Credits)

We follow Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes. That statement focuses on the balance sheet and on calculating
deferred tax assets and liabilities. Deferred income tax expense (and our
provision for income taxes (credits) is the difference between the deferred tax
balance sheet accounts at the beginning and end of each period. For the year
ended May 31, 2008, we have an income tax credit of ($56,850). For the year
ended May 31, 2007, our income tax expense was $495,738.

Liquidity and Capital Resources

As of May 31, 2008, we had cash, cash equivalents and securities available for
sale totaling approximately $484,328 compared with $2,080,932 as of May 31,
2007. Working capital decreased to $3.89 million at May 31, 2008, compared to
$4.78 million in the prior year. Our ratio of current assets to current
liabilities was 2.21 to 1 as of May 31, 2008, compared to 2.56 to 1 in the prior
year. During fiscal 2008, our cash decreased by $1,596,604. Liquidity decreased
as a result of lower sales and gross margin percent as compared to the prior
year, along with an increase in overhead. Historically, we have financed our
operation and growth with internally generated working capital. Our primary
requirement for capital consists of purchasing vehicles, equipment, inventory
and supplies used in the operation of our business. Our credit line was not used
during the year ended May 31, 2008. We expect 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
year ahead.

Effects of Inflation

We believe that our revenues and results of operations have not been
significantly affected by inflation during the last two years ended May 31,
2008.

                                       14
<PAGE>
Item 7. Financial Statements


                     C O N T E N T S

                                                                       Page
                                                                       -----
Report of Independent Registered Public Accounting Firm                 16

Consolidated Financial Statements:                                      17

   Consolidated Balance Sheets                                          17

   Consolidated Statements of Operations                                18

   Consolidated Statements of Cash Flows                                19

   Consolidated Statements of Stockholders' Equity                      20

   Notes to Consolidated Financial Statements                     21 to 33























                                       15
<PAGE>
Dohan and Company                                  7700 North Kendall Drive, 200
Certified Public Accountants                           Miami, Florida 33156-7564
A Professional Association                             Telephone  (305) 274-1366
                                                       Facsimile  (305) 274-1368
                                                       E-mail     info@uscpa.com
                                                       Internet    www.uscpa.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Edd Helms Group, Inc. and Subsidiaries
Miami, Florida

We have audited the accompanying consolidated balance sheets of Edd Helms Group,
Inc. and Subsidiaries as of May 31, 2008 and 2007, and the related consolidated
statements of operations, cash flows and stockholders' equity for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Edd Helms Group,
Inc. and Subsidiaries at May 31, 2008 and 2007, and the results of its
operations and its cash flows for the years then ended in conformity with U.S.
generally accepted accounting principles.


                                                  /s/ Dohan and Company, P.A.
                                                  Certified Public Accountants

Miami, Florida
September 12, 2008


                                       16
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31,                                                  2008            2007
--------------------------------------------------------------------------------
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                          $    476,642   $   2,073,246
Available-for-sale equity security                        7,686           7,686
Accounts receivable, less allowance for doubtful
  accounts of $203,309 and $166,781                   3,081,791       2,711,426
Due from employees                                       22,332           8,072
Other receivables                                       750,423         712,274
Costs and estimated earnings in excess of billings
  on uncompleted contracts                              638,147         604,653
Inventories                                           1,430,315       1,451,158
Prepaid expenses                                         90,782         103,789
Prepaid income taxes                                    229,400             -
Deferred income tax asset                               187,206         173,576
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                  6,914,724       7,845,880
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                           1,355,807       1,134,953
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses
   acquired, net                                        143,866         143,866
Other assets                                             51,144          56,362
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                      195,010         200,228
--------------------------------------------------------------------------------
TOTAL ASSETS                                       $  8,465,541   $   9,181,061
================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                   $   1,382,721  $   1,213,407
Accrued liabilities                                     683,674       1,014,392
Current maturities of long-term debt                    111,460          89,556
Current obligations under capital leases                 71,553         103,622
Deferred revenue                                        133,342         118,373
Billings in excess of costs and estimated
 earnings on uncompleted contracts                      629,227         320,178
Provision for income taxes payable                            -         202,668
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                             3,011,977       3,062,196
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income tax liability                            99,375         153,417
Long-term debt                                          117,984         128,945
Long-term debt under capital leases                      14,654          88,536
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                             232,013         370,898
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                     3,243,990       3,433,094
--------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (NOTES 9, 12 AND 14) STOCKHOLDERS' EQUITY

Common stock;$.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued;
  11,414,926 shares outstanding                         114,150         126,614
Additional paid-in capital                              220,646         208,182
Retained earnings                                     5,397,287       5,436,516
Treasury stock, 1,246,432 shares at cost               (510,532)        (23,345)
--------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                      5,221,551       5,747,967
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   8,465,541   $   9,181,061
================================================================================
See accompanying notes.

                                       17
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended May 31,                            2008              2007
--------------------------------------------------------------------------------
REVENUES EARNED                                   $ 21,564,542    $  22,785,273
COST OF REVENUES EARNED                             15,982,748       16,468,131
--------------------------------------------------------------------------------
GROSS PROFIT                                         5,581,794        6,317,142
--------------------------------------------------------------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         5,706,599        5,279,895
--------------------------------------------------------------------------------
(LOSS) INCOME FROM OPERATIONS BEFORE OTHER
 INCOME AND EXPENSES AND INCOME TAX CREDITS           (124,805)       1,037,247
--------------------------------------------------------------------------------
INTEREST INCOME                                         20,802           12,828
OTHER INCOME                                            34,585           85,784
GAIN ON SALE OF SECURITIES                                 -            254,700
INTEREST EXPENSE                                       (28,833)         (37,175)
GAIN ON SALES OF EQUIPMENT                               2,172           11,058
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                                      28,726          327,195
--------------------------------------------------------------------------------
(LOSS) INCOME BEFORE INCOME TAXES                      (96,079)       1,364,442
--------------------------------------------------------------------------------
INCOME TAXES
Provision for federal and state income taxes             4,563          539,301
Deferred federal and state income taxes                (61,413)         (43,563)
--------------------------------------------------------------------------------
TOTAL PROVISION FOR INCOME TAXES                       (56,850)         495,738
--------------------------------------------------------------------------------
NET (LOSS) INCOME                                 $    (39,229)   $     868,704
================================================================================
NET (LOSS) INCOME PER SHARE
                            - BASIC               $      (0.00)   $        0.07
                            - DILUTED             $      (0.00)   $        0.07
================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC         11,414,926       12,574,896
                                    - DILUTED       11,643,497       12,702,169
================================================================================
See accompanying notes.

                                       18
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31,                              2008            2007
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income from operations               $    (39,229)   $     868,704

Adjustments to reconcile net (loss) income to
  net cash (used for) provided by
  operating activities:
Depreciation and amortization                          446,939          387,749
Gain on disposal of property and equipment              (2,172)         (11,058)
Deferred income taxes                                  (67,672)         (70,108)
Provision for doubtful accounts                         36,529          114,436
Change in assets (increase) decrease:
 Accounts receivable                                  (388,047)        (175,398)
 Due from employees                                    (14,259)           5,699
 Other receivables                                     (38,148)        (412,397)
 Costs and estimated earnings in excess of billings
   on uncompleted contracts                            (33,494)         702,883
 Inventories                                            20,843          (29,681)
 Prepaid expenses                                       13,007           67,118
 Prepaid income taxes                                 (229,400)                -
 Other assets                                            5,218          206,488
Change in liabilities increase (decrease):
 Accounts payable                                      150,464          256,714
 Accrued liabilities                                  (330,718)          (3,861)
 Deferred revenue                                       14,970           41,388
 Billings in excess of costs and
  estimated earnings on uncompleted contracts          309,049         (519,943)
 Provision for income taxes                           (202,668)        (110,743)
--------------------------------------------------------------------------------
Net cash (used for) provided by operating activities  (348,788)       1,317,990
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from capital leases                              -             62,762
 Payment of capitalized lease obligations             (105,951)        (101,065)
 Repayment of credit line                                  -           (230,737)
 Proceeds from notes payable                           132,019          123,654
 Payments on notes payable                            (121,076)        (111,343)
 Treasury stock purchase                              (487,187)               -
--------------------------------------------------------------------------------
Net cash used for financing activities                (582,195)        (256,729)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                   (665,621)        (486,784)
--------------------------------------------------------------------------------
Net cash used for investing activities                (665,621)        (486,784)
--------------------------------------------------------------------------------
(DECREASE) INCREASE IN CASH                         (1,596,604)         574,477
CASH, beginning of year                              2,073,246        1,498,769
--------------------------------------------------------------------------------
CASH, end of year                                 $    476,642    $   2,073,246
================================================================================

SUPPLEMENTAL DISCLOSURES
Interest paid                                     $     28,833    $      37,175
Interest received                                 $     20,802    $      12,828
Income taxes paid                                 $     11,921    $     660,116
================================================================================
See accompanying notes.

                                       19
<PAGE>
EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended May 31, 2008 and 2007

                        Additional
     Common Stock       Paid-in     Retained    Treasury Stock
  Shares      Amount    Capital     Earnings     Shares   Amount    Total
--------------------------------------------------------------------------------
May 31, 2006

 12,661,358 $126,614   $208,182   $4,567,812        86,462 ($23,345) $4,879,263

--------------------------------------------------------------------------------
May 31, 2007

Net Income -       -          -      868,704             -        -     868,704
--------------------------------------------------------------------------------
 12,661,358 $126,614   $208,182   $5,436,516        86,462 ($23,345) $5,747,967
--------------------------------------------------------------------------------
May 31, 2008

Net loss  -        -          -      (39,229)      -      -      -      (39,229)

Treasury stock
Repurchase
 (1,246,432) (12,464)    12,464            -     1,159,970 (487,187)   (487,187)
--------------------------------------------------------------------------------
 11,414,926 $114,150   $220,646   $5,397,287     1,246,432($510,532) $5,221,551
================================================================================

See accompanying notes

                                       20
<PAGE>
Edd Helms Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1. Business

Nature of Operations - Edd Helms Group, Inc. is a Florida corporation and has
three reportable segments. The electrical segment has provided electrical
service, repair, and maintenance of commercial and residential facilities in the
South Florida area since 1975. The air conditioning segment derives the majority
of its business activity from its service, repair and maintenance of commercial
and residential air conditioning systems, including marine applications in the
South Florida area. The third segment provides wireless communication solutions.
The nature of the work is the installation, maintenance and repair of antennas
and other electronic equipment on cellular towers and rooftops.

Note 2.  Summary of Significant Accounting Policies

Basis of Presentation - The accompanying consolidated financial statements
include the accounts of Edd Helms Group, Incorporated (EHG) and its wholly owned
subsidiaries, Edd Helms Electric, LLC, Edd Helms Air Conditioning, Inc. (Air
Conditioning), and Datatelcom, Inc. (Datatelcom). The Company also has a
wholly-owned subsidiary, Edd Helms Marine Air Conditioning and Refrigeration,
LLC., whose business activities are included in the Air Conditioning segmented
reporting. EH Showrooms, LLC was a new business which ceased operations. All
significant inter-company accounts and transactions of Edd Helms Group, Inc. and
Subsidiaries (the Company) for the years presented have been eliminated in
consolidation.

Cash and Cash Equivalents - Cash and cash equivalents consist of time deposits
and all liquid instruments (including overnight repurchase agreements with a
bank) with maturities of three months or less.

Available-for-Sale Equity Security - Marketable securities consist of common
stock and are stated at market value as determined by the most recently traded
price of each security at the balance sheet date. All marketable securities are
defined as trading securities or available-for-sale securities under the
provisions of Statement of Financial Accounting Standards No. 115 (SFAS 115),
"Accounting for Certain Investments in Debt and Equity Securities". Management
determines the appropriate classification of its investments in marketable
securities at the time of purchase and reevaluates such determination at each
balance sheet date. Available-for-sale securities are carried at fair value.

Allowance for Doubtful Accounts - The allowance for doubtful accounts is based
on specifically identified amounts that the Company believes to be
uncollectible. An additional allowance is recorded based on certain percentages
of aged receivables, which are determined based on historical experience and
management's assessment of the general financial conditions affecting the
Company's customer base. If actual collections experience changes, revisions to
the allowance may be required. There are a limited number of customers with
individually large amounts due at any given balance sheet date. Any
unanticipated change in one of those customer's credit worthiness or other
matters affecting the collectibility of amounts due from such customers, could
have a material affect on our results of operations in the period in which such
changes or events occur. After all attempts to collect a receivable have failed,
the receivable is written off against the allowance.

                                       21
<PAGE>

Revenue and Cost Recognition - Revenues and direct costs produced by the
Company's hourly based electrical and air conditioning service, repair, and
maintenance activities are recognized as earned or incurred. Revenues from work
orders are classified as service related revenues, and recognized as earned.
Revenues from service and maintenance contracts are recognized over the term of
the contracts. Revenues from significant construction contracts, excluding
wireless antenna services, are recognized on the percentage-of-completion
method, measured by the percentage of costs incurred to date to estimated total
costs for each contract. This method is used because management considers
expended costs to be the best available measure of progress on the contracts.

These percentage-of-completion contract costs include direct labor, material,
subcontract, equipment rental, and other miscellaneous direct and indirect costs
as allocated. Other operating costs are charged to expense as incurred.
Provisions for estimated losses, if any, on uncompleted contracts are made in
the period in which such losses are determined. In estimating the ultimate
profitability on certain contracts, and for all wireless antenna services,
estimated recoveries are included for work performed under customer change
orders to contracts for which firm prices have not yet been negotiated. The
costs incurred for these change orders is reported as "Deferred contract costs"
on the balance sheets, while the related estimated revenue is recorded as
"Deferred revenue". Also included in "Deferred contract costs", are amounts the
Company seeks or will seek to collect from customers or others for errors or
changes in contract specifications or design, contract change orders in dispute
or unapproved as to both scope and price, or other customer-related causes of
unanticipated additional contract costs (claims and unapproved change orders).
These amounts are recorded at their estimated net realizable value when
realization is probable and can be reasonably estimated. No profit is recognized
on the construction costs incurred in connection with these amounts. Unapproved
change orders involve the use of estimates, and it is reasonably possible that
revisions to the estimated recoverable amounts of recorded unapproved change
orders may be made in the near-term. Changes in job performance, job conditions,
and estimated profitability, including those arising from contract penalty
provisions and final contract settlements may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.

The asset "Cost and estimated earnings in excess of billings on uncompleted
contracts" represents revenues recognized in excess of amounts billed. The
liability "Billings in excess of costs and estimated earnings on uncompleted
contracts" represents amounts billed in excess of revenues earned.

Inventories - Inventories consist principally of electrical and air conditioning
equipment, supplies, components and accessories, and are valued at the lower of
cost or market using the first-in, first-out (FIFO) method to determine cost and
net realizable value to determine market.

Property and Equipment - Property and equipment is recorded at cost.
Expenditures for major betterments and additions are charged to the property
accounts, while replacements, maintenance, and repairs that do not improve or
extend the lives of the respective assets are charged to expense currently.
Depreciation is computed principally using the straight-line method, based on
the estimated useful lives of the assets, which range from five to ten years.

Income Taxes - Income taxes are computed under the provisions of the Financial
Accounting Standards Board Statement (SFAS) No. 109, "Accounting for Income
Taxes,". SFAS 109 is an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of the differences in events that have been recognized in the
Company's financial statements compared to the tax returns. Current and deferred
taxes are allocated to members of the consolidated group by applying FASB
Statement No. 109 to each member as if it were a separate taxpayer.

Income Tax Credits - Income tax credits will be recognized as a reduction of the
provision for income taxes in the year in which utilized.

                                       22
<PAGE>

Amortization - The Company records as goodwill the excess of purchase price
over the fair value of the identifiable net assets acquired.  Statements of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets," prescribes a two-step process for impairment testing of goodwill, which
is performed annually, as well as when an event triggering impairment may have
occurred.  The first step tests for impairment, while the second step, if
necessary, measures the impairment.  The Company has elected to perform its
annual analysis during the four quarter of each fiscal year as of May 31st.  No
indicators of impairment were identified for the 2008 and 2007 fiscal years.

Concentrations of Credit Risk and Economic Dependence - The Company provides its
electrical and air conditioning services in the South Florida area.
Consequently, the Company's ability to collect the amounts due from customers
may be affected by economic fluctuations in the service and construction
industries, its geographical location and natural disasters. Concentrations of
credit with respect to trade receivables, consists primarily of five customers
who comprise 27% of accounts receivables. However, the Company is entitled to
payment for work performed and often has certain lien rights in that work. The
Company monitors its exposure for credit losses and maintains allowances for
anticipated losses. Additionally, management continually monitors the financial
condition of its customers to reduce risk of loss. The Company provides an
allowance for doubtful accounts when, in their judgment, future collection is
considered doubtful. There are no concentrations with respect to sales, as no
customer represents more than 10% of revenues for the current fiscal year.

Concentrations of Credit Risk Arising from Cash Deposits in Excess of Insured
Limits - The Company maintains the majority of its cash balances in financial
institutions located in Miami, Florida. The balance in each institution is
insured by the Federal Deposit Insurance Corporation up to $100,000.
Additionally, the Company maintains sweep accounts utilizing nightly repurchase
accounts which are uninsured by the Federal Deposit Insurance Corporation. At
May 31, 2008, the Company's balances in these sweep accounts totaled $298,058.
At May 31, 2008, the Company's uninsured cash and sweep balances total $254,033.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.

Reclassifications - Certain amounts in the prior year financial statements have
been reclassified for comparative purposes to conform to the current year
presentation.

                                       23
<PAGE>

Advertising - Advertising costs are charged to operations in the year incurred.
Advertising expense for the years ended May 31, 2008 and 2007, amounted to
$493,641 and $616,677 respectively.

Fair Value of Financial Instruments - Cash, receivables, accounts payable, debt,
accrued expenses and other liabilities are carried at amounts which reasonably
approximate their fair value due to the short-term nature of these amounts or
due to variable rates of interest which are consistent with current market
rates.

Basic and Diluted Net (loss) income Per Share - Basic net (loss) income per
common share is computed by dividing the net (loss) income by the weighted
average number of common shares outstanding during each period. The 400,000
available stock options at May 31, 2008 and 2007, were dilutive and therefore
excluded from net (loss) income per share calculations.

Recent Accounting Pronouncements - In July 2006, the FASB issued FASB
Interpretation No. ("FIN") 48, "Accounting for Uncertainty in Income Taxes--an
interpretation of FASB Statement No. 109." FIN 48 clarifies the accounting for
uncertainty in income taxes recognized under SFAS No. 109, "Accounting for
Income Taxes." FIN 48 prescribes a recognition threshold and measurement
attribute for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return and also provides guidance on
various related matters such as derecognition, measurement and classification of
income tax uncertainties, interest and penalties, and disclosure. FIN 48 also
includes guidance concerning accounting for income tax uncertainties in interim
periods and increases the level of required disclosures associated with any
recorded income tax uncertainties. The differences between the amounts
recognized in the statements of financial position prior to the adoption of FIN
48 and the amounts reported after adoption are to be accounted for as a
cumulative-effect adjustment recorded to the beginning balance of retained
earnings. FIN 48 was effective beginning in fiscal year 2007 and did not have a
material effect on the Company's consolidated financial position, consolidated
results of operations, or liquidity.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
Statement defines fair value, establishes a framework for measuring fair value
while applying generally accepted accounting principles, and expands disclosures
about fair value measurements. SFAS No. 157 establishes a fair value hierarchy
that distinguishes between (1) market participant assumptions based on market
data obtained from independent sources and (2) the reporting entity's own
assumptions developed based on unobservable inputs. The Company is still
evaluating the impact of SFAS No. 157 on its financial statements, which is
effective beginning in fiscal year 2008, but does not expect its adoption to
have a material impact on its consolidated financial statements.

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements " ("SAB 108"). SAB 108 provides interpretive guidance on how the
effects of the carryover or reversal of prior year misstatements should be
considered in quantifying a current year misstatement. The SEC staff believes
that registrants should quantify errors using both a balance sheet and an income
statement approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors are
considered, is material. The provisions of SAB 108 were effective for the
Company's fiscal year ending May 31, 2007. The adoption of SAB 108 did not
have a material impact on the Company's consolidated financial statement.

In December 2007 the FASB issued Statement No. 141(R) "Business Combinations"
("FAS 141(R)"). FAS 141(R) requires the acquiring entity in a business
combination to recognize the full fair value of assets acquired and liabilities
assumed in the transaction (whether a full or partial acquisition); establishes
the acquisition-date fair value as the measurement objective for all assets
acquired and liabilities assumed; requires expensing of most transaction and
restructuring costs; and requires the acquirer to disclose to investors and
other users all of the information needed to evaluate and understand the nature
and financial effect of the business combination. FAS 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after January 1, 2009. The impact of FAS No. 141R on the consolidated financial
statements will depend upon the nature, terms and size of the acquisitions we
consummate after the effective date.

                                       24
<PAGE>

In December 2007, the FASB issued SFAS No. 160. "Noncontrolling Interests in
Consolidated Financial Statements-an Amendment of ARB No. 51" ("SFAS No. 160").
SFAS No. 160 establishes accounting and reporting standards pertaining to
ownership interests in subsidiaries held by parties other than the parent, the
amount of net income attributable to the parent and to the noncontrolling
interest, changes in a parent's ownership interest, and the valuation of any
retained noncontrolling equity investment when a subsidiary is deconsolidated.
This statement also establishes disclosure requirements that clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning on
or after December 15, 2008. The Company does not expect SFAS No. 160 to have a
material impact on the Company's consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities, including an amendment of FASB Statement No.
115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at specified
election dates, to measure many financial instruments and certain other items at
fair value that are not currently required to be measured at fair value.
Unrealized gains and losses shall be reported on items for which the fair value
option has been elected in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. The Company
does not expect the adoption of SFAS No. 159 to have a material impact on its
consolidated financial position, results of operations or cash flows.


Note 3. Accounts Receivable

Accounts receivable consisted of the following:
                                                        2007            2006
                                                    ------------    ------------
Contracts completed and in progress - billed        $ 2,525,681     $ 2,353,106
Contracts completed and in progress - unbilled          617,567         525,101
Retention                                               141,852             -
Allowance for doubtful accounts                        (203,309)       (166,781)
                                                    ------------    ------------
                                                    $ 3,081,791     $ 2,711,426
                                                    ============    ============

Note 4.  Other receivables

Other receivables consist of receivables related to a court order for payment
of services rendered, receivables placed in the hands of a collection attorney
for non-payment of work performed, and receivables for services provided to a
general contractor collateralized by a mortgage on the property where services
were rendered. The receivables provided to our collections attorney have been
filed with the appropriate courts and legal proceedings are underway. The
material items in other receivables as of May 31, 2008, consist of the
following:

         AMTL                                                 $ 71,640
         George Phillips                                        78,375
         Siemens (Litigation)                                  136,680
         Receivables in litigation                             440,434
         Other                                                  23,294
                                                              --------
                                                              $750,423
                                                              ========

                                       25
<PAGE>

Note 5. Costs and Estimated Earnings on Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts are summarized as follows:

                                                        2008            2007
                                                    ------------    -----------
Billings on uncompleted contracts                   $ 4,753,305     $ 3,886,745
                                                    ------------    -----------
Costs incurred on uncompleted contracts             ( 3,580,284)     (3,210,473)
Estimated earnings on uncompleted contracts         ( 1,181,941)     (  960,747)
                                                    ------------    -----------
Total costs and estimated earnings on
  uncompleted contracts                             ( 4,762,225)     (4,171,220)
                                                    ------------    -----------
                                                    $     8,920     $   284,475
                                                    ============    ===========

These amounts are included in the accompanying consolidated balance sheets as
follows:
                                                         2008           2007
                                                    ------------    ------------
Billings in excess of costs and estimated
  earnings on uncompleted contracts                ($    629,227)  ($   320,178)

Costs and estimated earnings in excess
  of billings on uncompleted contracts                   638,147        604,653
                                                    ------------    ------------
                                                    $      8,920    $   284,475
                                                    ============    ============

Note 6. Property and Equipment

Property and equipment consists of the following:
                                                         2008           2007
                                                    ------------    ------------
Transportation equipment                            $ 2,090,766     $ 2,086,985
Machinery and equipment                                 893,263         662,170
Furniture and fixtures                                  102,558          66,768
Computer equipment and software                         398,250         375,974
Leasehold improvements                                  609,522         374,733
                                                    -----------     -----------
                                                      4,094,359       3,566,630
Accumulated depreciation                           (  2,738,552)   (  2,431,677)
                                                    -----------     -----------
Property and equipment, less
  accumulated depreciation                          $ 1,355,807       1,134,953
                                                    ===========     ===========

Depreciation expense for the years ended May 31, 2008 and 2007, amounted to
$446,939 and $387,749, respectively, and is included in costs of revenues earned
and selling, general and administrative expenses in the consolidated statements
of operations and comprehensive income.

                                       26
<PAGE>

Note 7. Income Taxes

The provisions for income taxes are summarized as follows:
                                                         2008           2007
                                                     ------------   ------------
Current income tax (benefit) expense, net of utilization of any net operating
loss carryforwards:

Federal                                              $    3,879      $ 464,524
State                                                       684         74,777
                                                     ----------      ---------
 Total current income tax expense                         4,563        539,301
                                                     ----------      ---------

Deferred income tax (benefit) expense, net of utilization of any net operating
loss carryforwards:

Federal                                                 (52,861)        (39,360)
State                                                    (8,552)         (4,203)
                                                     ----------      ----------
Total deferred income tax (benefit) expense             (61,413)        (43,563)
                                                     ----------      ----------
Total income tax (benefit) expense                   $  (56,850)     $  495,738
                                                     ==========      ==========

The Company files consolidated income tax returns with its five wholly-owned
corporate subsidiaries. Deferred income taxes and benefits for 2008 and 2007 are
provided for certain income and expenses which are recognized in different
periods for tax and financial reporting purposes. The principal temporary
differences that give rise to the deferred tax asset (liability) and the effects
(computed at 37.63% in both years) that the changes in those temporary
differences had on the provision for deferred tax expense are as follows:

                                                         2008          2007
                                                     ------------   ------------
Deferred tax asset:
Accrued officers' salaries                           $     25,448   $     1,388
Allowance for bad debts                                    81,020        88,150
Full absorption cost method                                58,113        84,038
Capital loss carryforward                                  22,625             -
                                                     ------------   -----------
Total deferred tax asset                                  187,206       173,576
                                                     ------------   -----------

Deferred tax liability:
Depreciation                                              (45,238)      (99,280)
Amortization                                              (54,137)      (54,137)
                                                      -----------   -----------
Total deferred tax liability                              (99,375)     (153,417)
                                                      -----------   -----------

Net deferred tax asset                                $    87,831   $    20,159
                                                      ===========   ===========

The amounts have been presented in the Company's financial statements as
follows:
                                                         2008           2007
                                                     ------------   ------------
Current deferred tax asset                           $    187,206   $   173,576
Non-current deferred tax liability                        (99,375)     (153,417)
                                                     ------------   -----------
Net deferred tax asset                               $     87,831   $    20,159
                                                     ============   ===========

The federal capital loss carryforward at May 31, 2008 was $34,662 and may
be carried forward until May 31, 2012.

A valuation allowance must be established to reduce deferred income tax benefits
if it is more likely than not that a portion of the deferred income tax benefits
will not be realized. It is Management's opinion that it is likely that the
entire deferred tax benefit will be recognized in future years. Therefore, no
valuation allowance has been established.

                                       27
<PAGE>

Note 8. Employee Benefit Plans

401K Retirement Plan (401K)- The Company has a qualified deferred compensation
plan (401K) under Section 401K of the Internal Revenue Code, covering
substantially all full-time employees. All Plan administrative expenses are paid
at the option of the Company. This current plan has two different employee
groups. As of May 31, 2008 the asset value of this current plan is $2,359,373.


The first group of employees in the 401K Plan consists of employees for whom the
Company is required to make defined benefit or defined contribution payments
under the terms of various collective bargaining agreements. For this specific
group, the Company cannot make employer matching or other employer contributions
to the 401(k)Plan. Employees in this group can and did make their own
contributions into the 401(k) Plan in 2008 and 2007.

The second group of employees in the 401K Plan consists of all remaining
employees not included in the first group. For this specific group, the Company
is permitted to make employer matching or other employer contributions to the
401(k) Plan. Employer Contributions to the 401K Plan are at the discretion of
the Board of Directors, and are limited to a specified percentage of eligible
compensation for each participant. For this second group of employees in the
current Plan, Employer matching contributions were made into the 401(k) Plan in
2008 and 2007 in the amounts of $52,195 and $35,679.

During 2005 the Company retained UBS Financial Services and The Pension Studio
to manage and evaluate the current combination ESOP/401(k) Plan and to provide
financial planning services to our employees. As a result of their
recommendations the Company established a new qualified 401(k) only retirement
plan effective on June 1, 2005, transferred all 401(k) assets from combination
ESOP/401(k) plan to the new 401(k) only plan on May 2, 2006, with elective
deferrals into this new Plan effective May 2, 2006. As of May 3, 2006 the only
asset remaining in the combination ESOP/401(k) Plan was 1,159,970 shares of Edd
Helms Group, Inc. stock. This new 401K only Plan will include the same two
groups of employees with the same employer matching or other employer
contributions rules as the combination ESOP/401(k) Plan, but this new 401K only
Plan will not include the ESOP. An Application was made to the Internal Revenue
Service on July 31, 2006, for the determination of terminating the combination
ESOP/401(k) Plan. The application for termination was approved by the IRS on May
4, 2007. On July 26, 2007 the company redeemed at a purchase price of $.42 per
share, a total of 1,159,970 shares of its issued and outstanding common stock
from the Edd Helms, Inc. Employee Stock Ownership Plan upon termination of the
plan. The aggregate redemption cost to the company was $487,187. All monies used
for the redemption of the shares were internally generated.

Incentive Stock Option Plan - Upon shareholder approval, the Company adopted its
Incentive Stock Option Plan (ISOP) in order to attract, retain and motivate
employees who contribute materially to the success of the Company. Employees of
the Company and its subsidiaries are covered by the ISOP. Under the terms of the
ISOP, the Company is authorized to grant incentive stock options to purchase up
to an aggregate of 1,500,000 shares of its common stock. The option price under
the ISOP will be the fair market value of the common stock at the date of grant
or, if granted to individuals who own 10% or more of the Company's common stock,
at 110% of fair market value. No option is exercisable after ten years from the
date of grant (five years for holders of greater than 10% of the stock). The
ISOP is administered by the Compensation Committee for the Company's Board of
Directors. During 2002, options were granted to two officers in the amount of
200,000 purchase options each, while 1,100,000 shares remain available for
future grants under this plan.

                                       28
<PAGE>

Non-Qualified Stock Option Plan - In May of 2004, the shareholders approved a
non-qualified stock option plan. The maximum aggregate number of common shares
which may be optioned and sold pursuant to the plan is 250,000. The option price
is the fair market value of the common shares at the date of grant. No option is
exercisable after five years from the date of grant. Options were granted to two
directors of the Company in the amount of 10,000 each, while 230,000 shares
remain available for future grants under the plan.

Note 9. Related Party Transactions

The Company leases its facilities under a three-year operating lease, expiring
on August 31, 2010. The lease is from a partnership affiliated through common
ownership, at rental rates that management believes are comparable to those
obtainable from unrelated parties. The leases provide for monthly payments of
$23,159 including applicable taxes. Rent expense under these leases totaled
$323,845 and $397,422 for the years ended May 31, 2008 and 2007, respectively.
Future minimum rental payments required under the above mentioned leases
subsequent to the year ended May 31, are as follows:

                    2008               $   323,845
                    2009                   277,904
                    2010                    69,476
                                       -----------
                                       $   671,225
                                       ===========
Note 10. Long-Term Debt

Notes payable consist of the following:
                                                         2008           2007
                                                     ------------   ------------
Bank notes, payable in monthly installments
totaling $14,689, bearing interest at rates
varying from 0.0% to 10.24%,secured by
transportation equipment and a generator,
maturing at various dates through 2012.              $   229,444    $  218,501
Current maturities of long-term debt                (    111,460)  (    89,556)
                                                     -----------    -----------
Long-term debt                                       $   117,984    $  128,945
                                                     ===========    ===========

Aggregate maturities of notes payable for the years subsequent to the year-ended
May 31, are as follows:

                  2009              $ 111,460
                  2010                 75,419
                  2011                 29,332
                  2012                 13,233
                                    ---------
                                    $ 229,444
                                    =========

Interest expense on notes payable amounted to $11,324 and $13,349 for the years
ended May 31, 2008 and 2007.

                                       29
<PAGE>

Note 11. Credit Arrangement

The Company has a line of credit with a bank for advances up to $500,000,
secured by the Company's accounts receivable. Interest is charged at the bank's
prime interest rate plus one percent (1%) annually. Interest is paid monthly.
The line of credit is available to fund day-to-day working capital needs.
Certain information regarding the credit arrangement as of May 31, 2008, is
summarized as follows:

Maximum amount of borrowing outstanding, at any month end   $ -
Minimum amount of borrowing outstanding at any month end    $ -

Interest expense related to this credit arrangement amounted to $0 and $3,341
for the year ended May 31, 2008 and 2007, respectively.

Note 12. Capital Lease Obligations

Capital lease obligations consist of the following:
                                                         2008           2007
                                                     ------------   ------------
Lease payments, payable in monthly installments
of $9,833 inclusive of imputed interest at rates
varying from 6.19% to 9.67% maturing in 2009         $    86,207    $   192,158

Current obligations under capital lease              (    71,553)   (   103,622)
                                                     ------------   -----------
Long-term obligations under capital lease            $    14,654    $    88,536
                                                     ============   ===========

Future minimum lease payments under capital lease for the years ended subsequent
to May 31, are as follows:

               2008     $71,553
               2009      14,654
                        -------
                        $86,207
                        =======

Interest expense recorded on capital lease obligations amounted to $21,295 and
$20,150 for the years ended May 31, 2008 and 2007, respectively, and is included
in other income and expenses.

Note 13. Accrued Liabilities

Accrued liabilities consist of the following:
                                                         2008           2007
                                                     ------------   ------------

Compensation, related taxes, and benefits            $   564,854    $   756,695
Professional fees                                         18,493        100,000
Commissions                                               75,837        113,744
Other, including accrued claims                           24,490         43,953
                                                     ------------   ------------
                                                     $   683,674    $ 1,014,392
                                                     ============   ============

                                       30
<PAGE>

Note 14.  Commitments and Contingencies

Operating Leases - The Company also leases various office equipment under
non-cancellable leases expiring at various dates through June 2008. Rent expense
under these operating leases was $9,176 in the current year and is included in
selling, general, and administrative expenses.

The Company leases its Marine's facilities under a seven-year operating lease
expiring in September 2010.  The lease provides for monthly payments of $2,468
including applicable taxes.  Rent expense under this lease totaled $31,393 for
the years ended May 31, 2008 and 2007.  Future minimum rental payments required
under the above mentioned lease subsequent to the year ended May 31, are as
follows:
                  2009              $  31,393
                  2010                 31,393
                  2011                 10,464
                                    ---------
                                    $  73,250
                                    =========

Warranty - In its normal course of business, the Company provides a one-year
warranty covering its work. The Company's policy is to expense costs, if any, in
connection with this warranty in the period such costs are incurred. In the
opinion of management, based upon prior experience, future warranty costs are
not anticipated to be material.

Prepaid Service Agreements - Air Conditioning sells prepaid service agreements,
which are primarily for a period of one year. Unearned revenues related to these
service agreements are reflected on the consolidated balance sheets as deferred
revenues.

Legal Proceedings - 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.

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 in June 2006. 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.


                                       31
<PAGE>

Note 15. Segments and Related Information

The Company has four unique business segments with dedicated management and
infrastructures for each.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. All intersegment sales prices are
market based. The Company evaluates performance based on operating earnings of
the respective business units. The following 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.

Year Ended                               Data
May 31, 2008     Electric     HVAC      Telcom   Showroom Unallocated   Total
--------------------------------------------------------------------------------
Total revenue
 earned         $12,515,175 $9,285,879 $(30,706)     -       -       $21,770,348
Inter-segment
 revenue        $   169,216 $   36,590    -          -       -       $   205,806
--------------------------------------------------------------------------------
Total external
 revenue earned $12,345,959 $9,249,289 $(30,706)     -       -       $21,564,542
================================================================================
Gross profit    $ 3,544,200 $2,122,274 $(66,861)     -     $(17,819) $ 5,581,794
================================================================================
Operating
 earnings       $   951,164 $ (237,131)$(86,630) $(173,429)$(578,780)$ (124,806)
================================================================================
Depreciation and
 amortization   $   208,675 $  126,154 $    -    $   9,816 $ 102,294 $   446,939
================================================================================
Interest
 Expense        $    10,156 $   11,348 $    -    $   1,328 $   6,001 $    28,833
================================================================================
Total assets    $ 3,843,280 $2,929,885 $ 54,933  $  48,992 $1,588,451$ 8,465,541
================================================================================
Capital
 expenditures   $   273,054 $  174,367 $    -    $   9,784 $  208,416$   665,621
================================================================================



Year Ended
May 31, 2007          Electric      HVAC     DataTelcom Unallocated     Total
--------------------------------------------------------------------------------
Total revenue
 earned              $10,955,997 $10,303,556 $ 1,980,282        -    $23,239,835
Inter-segment
 revenue             $   332,452 $    46,726 $    75,384        -    $   454,562
--------------------------------------------------------------------------------
Total external
 revenue earned      $10,623,545 $10,256,830 $ 1,904,898        -    $22,785,273
================================================================================
Gross profit         $2,854,972  $ 2,763,804 $   698,366        -    $ 6,317,142
================================================================================
Operating earnings   $  310,329  $   473,764 $   295,978    (42,824) $ 1,037,247
================================================================================
Depreciation and
 amortization        $  192,296  $   151,935 $    43,518        -    $   387,749
================================================================================
Interest expense     $   18,932  $    16,768 $     1,475        -    $    37,175
================================================================================
Total assets         $3,149,945  $ 2,651,421 $   224,656  $3,155,039 $ 9,181,061
================================================================================
Capital expenditures $  214,074  $    66,582 $       -    $  217,186 $   497,842
================================================================================

                                       32
<PAGE>


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

During the fiscal years covered by this report, we did not have a change in or a
disagreement with our accountants. We initially appointed Dohan and Company,
Certified Public Accountants, as our auditors in 1997.

Item 8a.  Controls and Procedures

Evaluation of Disclosure  Controls and Procedures.  The Company has carried
out an evaluation  under the supervision of management,  including the
President ("PRES"), the Executive Vice President ("EVP")  and the Chief
Financial  Officer ("CFO"),  of the effectiveness of the design and operation
of its disclosure  controls and procedures.  Based on that evaluation,
our PRES, EVP, and CFO have concluded  that, as of May 31, 2008,  our disclosure
controls and procedures were effective to ensure that information required to
be disclosed by the  Company  in the  reports  filed or  submitted  by it
under  the  Securities Exchange  Act of 1934,  as  amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified
in the rules and forms of the SEC, and include controls and procedures
designed to ensure that information required to be  disclosed  by us in such
reports  is  accumulated  and  communicated  to management,  including the
PRES, the EVP, and CFO, as appropriate to allow timely decisions regarding
required disclosures.

Changes in Internal Control Over Financial Reporting. No change in internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under
the Exchange  Act)  occurred  during  the forth  quarter  2007  that has
materially affected,  or reasonably likely to materially affect , our
internal control over financial reporting.

Management's  Report on Internal  Control  Over  Financial  Reporting.  Our
management is responsible for  establishing  and maintaining  adequate
internal control over financial reporting, as defined in Exchange Act Rule
13a-15(f). Our management  conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in
Internal Control - Integrated Framework  issued by the Committee of
Sponsoring  Organizations  of the Treadway Commission. Based on this
evaluation, our management concluded that our internal controls over
financial  reporting was effective as of May 31, 2008.  This Annual  Report
on Form  10-KSB  does not  include  an  attestation  report of our
independent  registered public  accounting firm regarding  internal
control over financial  reporting.  Management's report was not subject
to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange  Commission
that permit us to provide only  management's report in the Annual
Report on Form 10-KSB.


                                       33
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
                    With Sections 16(a) of the Exchange Act.

Rules promulgated by the Securities and Exchange Commission govern the reporting
of securities transactions by directors, executive officers and holders of 10%
or more of our common stock. Based solely upon our review of copies of reports
filed with the SEC and received by us, we believe that our directors and
executive officers have filed all required reports during the year-ended May 31,
2005.

Our directors and executive officers are as follows:

Director
Name                 Since         Age      Position
-----                -----         ---      --------
W. Edd Helms, Jr.    1985           62      Chairman of the Board of
                                            Directors, President and
                                            Chief Executive Officer

L. Wade Helms        1986           51      Executive Vice President, Secretary,
                                            Treasurer and Director

Dean A. Goodson      2003           40        Chief Financial Officer

Walter Revell        2002           73      Independent Director

Edward McCarthy*     2002           64      Independent Director

John Salvaggio**     2006           46      Independent Director

* Designates member of the audit and compensation committees of the Board of
Directors.

** Designated as a financial expert and member of the audit and compensation
committees of the Board of Directors

W. Edd Helms, Jr., since 1985, has been our Chairman of the Board of Directors,
President, and Chief Executive Officer. Edd Helms is also the President of Edd
Helms Air Conditioning, Inc., Edd Helms Marine Air Conditioning & Refrigeration,
LLC., and Datatelcom, Inc. Edd Helms served as the Chief Financial Officer until
March 2005. Prior to the merger of Edd Helms Incorporated with and into the
Hotelecopy, Inc. ("Merger"), Edd Helms was the President and Director of Edd
Helms, Incorporated. Edd Helms graduated in 1968 from the Joint Apprenticeship
Program of the National Electrical Contractors Association and International
Brotherhood of Electrical Workers. Edd Helms is the brother of L. Wade Helms.

L. Wade Helms has been our Executive Vice President, Secretary, Treasurer, and
Director since the Merger. From February 1986 until the effective date of the
Merger, Mr. Helms served in the capacity of Executive Vice President and a
Director of Hotelecopy. From 1983 to 1986, he was the Chief Financial Officer
and Vice President of Edd Helms, Incorporated and he served as a Director of Edd
Helms, Incorporated from 1984 until 1990. Wade Helms graduated in 1979 from
Florida State University with a Bachelors Degree in Economics

                                       34
<PAGE>

Dean A. Goodson has been our Chief Financial Officer since March 2005. From May
2003 until March 2005, Mr. Goodson was our Controller. From 1999 until 2003 he
was employed by a variety of companies with responsibilities ranging from ERP
system implementations to corporate mergers and acquisitions. From 1992 until
1999 he was employed at Rinker Materials Corporation with his last position
being Field Controller. From 1991 to 1992 he was employed at Tri-City Electric
as a Staff Accountant. Dean Goodson graduated in 1991 from Florida International
University with a Bachelors Degree in Accounting.

Mr. Revell has been Chairman of the Board and CEO of Revell Investments
International, Inc. since 1984. He was also Chairman of the Board and CEO of H.
J. Ross Associates, Inc., consulting engineers and planners, from 1991 through
2002. He was President, CEO and a director of Post, Buckley, Schuh & Jernigan,
Inc., consulting engineers and planners, from 1975 through 1983. He served as
Secretary of Transportation for the State of Florida from 1972 to 1975. He is
also a director of Rinker Group Limited, an international manufacturer and
supplier of construction materials; Calpine Corporation, a major electric power
producer; International Finance Bank; The St. Joe Company, a large real estate
developer; and NCL Corporation Ltd., parent company of Norwegian Cruise Line and
other brands.

Edward J. (Ted) McCarthy is currently Vice President and General Manager of
William Lehman Leasing Corporation, a position he has held since 1976. William
Lehman Leasing is a 32 year old company associated with the William Lehman
Dealership Organization. Mr. McCarthy has been with leasing since 1973. He has
also served as Vice President and General Manager of William Lehman Dodge from
1985 to 1987 and Vice President and General Manager of William Lehman Isuzu,
Suzuki, and Subaru from 1991 to 1999.

John Salvaggio is currently the Chief Financial Officer at Rupari Food Services,
Inc., an importer and manufacturer of food products based in Deerfield Beach,
Florida. He has held finance and accounting positions at Prosource Distribution,
Ryder System, Burger King Corporation and Deloitte Consulting. He graduated from
the University of Florida with a Bachelors Degree in Accounting and earned his
MBA from Florida International University. Mr. Salvaggio is a CPA in the state
of Florida.

Directors are elected to hold office until the next Annual Meeting of
Shareholders and until their respective successors are elected and qualified.
Our officers are elected by the Board of Directors at the Annual Meeting and
hold office for the term of one year and until their successors are elected and
qualified.

Our By-Laws contain provisions that permit indemnification, including legal
fees, of our directors, officers, employees, and agents to the fullest extent
permitted by Florida law.

                                       35
<PAGE>

Code of Ethics

The Board of Directors (the "Board") of Edd Helms Group Inc. has adopted this
Code of Ethics (the "Code"). The Code applies to the Company's principal
executive officer, principal financial officer, and to persons performing
similar functions, and is intended to qualify as a "code of ethics" within the
meaning of Section 406 of the Sarbanes-Oxley Act of 2002, and the rules and
regulations promulgated hereunder.

The Code is designed to deter wrongdoing and to promote (i) honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships, (ii) full, fair,
accurate, timely and understandable disclosure in Securities and Exchange
Commission ("SEC") filings and in other public communications made by the
Company, (iii) compliance with applicable governmental laws, rules and
regulations, (iv) prompt internal reporting to the Board of violations of the
Code and (v) accountability for adherence to the Code.

The Board believes the Code should be an evolving set of conduct and ethics,
subject to alteration as circumstances warrant. Any modifications to or waiver
from the Code may be made only by the Board. The Board will promptly disclose
changes to and waivers from this Code as required by applicable law, including
the rules and regulations promulgated by the SEC.

The Code does not cover every issue that may arise, but it sets out basic
principals to guide officers. EACH OFFICER'S FULL COMPLIANCE WITH THE CODE IS
MANDATORY.

1. Ethical Conduct and Ethical Handling of Conflicts of Interest

Each Officer is expected to conduct his or her affairs with uncompromising
honesty and integrity. Each Officer is required to adhere to the highest moral
and ethical standards in carrying out their duties on behalf of the Company. A
Officer of the Company is expected to be honest and ethical in dealing with all
employees of the Company and third parties.

Each Officer is expected to avoid engaging in activities that conflict with, or
are reasonably likely to conflict with, the best interests of the Company and
its stockholders. Any personal activities, interests or relationships of a
Officer that would or could negatively influence his or her judgment, decisions
or actions to a material extent, or give rise to the appearance of such negative
influence, must be disclosed to the Board or its designee, who will (in
consultation with the Board, if appropriate) determine if there is a conflict
and, if so, how to resolve it without compromising the Company's interests.
Prompt and full disclosure is always the correct first step towards identifying
and resolving any potential conflict of interest or problem. Conflicts of
interest will be reviewed by the Board taking into account the particular
circumstances in the context of the Officer's activities with the Company. In
certain limited cases, activities or relationships giving rise to potential
conflicts of interest may be permitted if the Board determines that they are not
to be harmful to the Company. If you have any doubt about whether a conflict of
interest exists, please contact the Company's legal advisors so that they can
help make that determination.

                                       36
<PAGE>

2. Full, Fair, Accurate and Timely Disclosure for SEC Filings

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. All of the Company's books,
records, accounts and financial statements must be maintained in reasonable
detail, must promptly, completely and accurately reflect the Company's assets,
liabilities and transactions and must conform both to applicable legal
requirements and to the Company's system of internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable laws, rules or regulations. In addition, no undisclosed or unrecorded
fund or asset shall be maintained for any purpose and no transaction shall be
carried out in a manner such that the substance of the transaction is obscured,
nor shall any transaction be recorded improperly. If a mistake in any
information previously disclosed is discovered, such mistake should immediately
be brought to the attention of the Audit Committee of the Board and, if
applicable, the Company's independent auditors or legal advisors.

3. Compliance With Laws, Rules and Regulations

The business of the Company is to be conducted in accordance with applicable
domestic and foreign laws and in accordance with the highest ethical standards
of business conduct. Obeying the law, both in letter and in spirit, is the
foundation on which the Company's ethical standards are built. Each Officer must
respect and obey the applicable domestic and foreign laws of the jurisdictions
in which we operate. If a law conflicts with a policy in this Code, you must
comply with the law; however, if a local custom or policy conflicts with this
Code, you must comply with this Code.

4. Reporting Any Illegal or Unethical Behavior or Accounting or Auditing
Concerns

Officers shall consult with the Audit Committee of the Board (i) about observed
illegal or unethical behavior and/or violations of the Code, (ii) about observed
accounting or auditing concerns and/or (iii) when in doubt about the best course
of action in a particular situation. It is the policy of the Company not to
allow retaliation for reports of misconduct by others or of accounting or
auditing concerns, in each case, made in good faith by employees. Officers are
expected to cooperate in internal investigations of misconduct. If you observe
or become aware of illegal or unethical behavior, violations of the Code or
accounting or auditing concerns, you should report the behavior immediately to
the Board. To the extent the matter has been reported and remains unresolved,
you should report the matter to the Company's Audit Committee and its legal
advisors.

5. Accountability for Adherence To The Code

Those who violate the standards in the code will be subject to disciplinary
action. Disciplinary action may include loss of pay, termination, referral for
criminal prosecution and reimbursement to the company or others for any losses
or damages resulting from the violation of this code, you must contact the
company's audit committee as soon as practical.

6. Waivers of The Code

A waiver of, or amendment to, the Code may be made only by the Board and will be
promptly disclosed as required by law, including the rules and regulations
promulgated by the SEC.

                                       37
<PAGE>

Item 10. Executive Compensation.

I.  Summary Compensation Table

The following table sets forth certain information regarding compensation paid
during each of the last three fiscal years to our executive officers. We have no
employment agreements with any officers or employees.

Directors who are our employees do not receive additional compensation for
serving as directors. Non-employee directors receive $2,500 for each Board
meeting attended in person and $500 for each Board Meeting attended by
telephone. Upon first becoming a director, each non-employee director received
options under the non-qualified Stock Option Plan to purchase 10,000 shares of
common stock.

All of our directors are reimbursed for out-of-pocket expenses incurred in
attending meetings of the Board of Directors or committees thereof, and for
other expenses incurred in their capacity as directors.

--------------------------------------------------------------------------------
Annual Compensation                       Long-Term Compensation
----------------------------------------- --------------------------------------
                                 Awards Payouts
----------------------------------------- ---------------------- ---------------
               (a)   (b)   (c)    (d)     (e)      (f)    (g)  (h)       (i)
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------
Name and      Year Salary Bonus  Other  Restricted Option/SARs LTIP    All Other
Principal                 Annual Stock                        Payouts comp.(inc.
Position                  Comp   Awards                                cars)
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------

W. Edd Helms, 2008 $178,500 $30,000                                     $16,810
Jr.           2007 $186,961 $31,344                                     $16,810
              2006 $186,961 $ 5,000                                     $12,258
President and
Chief
Executive
Officer
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------

L. Wade Helms 2008 $150,000 $44,700                                     $15,039
              2007 $135,000 $47,031                                     $15,039
              2006 $128,942 $ 5,000                                     $11,011
Executive Vice
President
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------

Dean Goodson  2008 $115,000 $28,000                                     $11,220
              2007 $100,000 $44,031                                     $ 7,907
              2006 $ 92,904 $ 3,000                                     $ 7,200

Chief Executive
Officer
------------- ---- ------ ----- ------ ---------- ----------- ------- ----------

                                       38
<PAGE>

Equity Compensation Plan Information

The following table summarizes share information about Edd Helms Group equity
compensation plans including the 2001 Incentive Stock Option Plan and the 2001
Non-qualified Stock Option Plan. Both of these plans have been approved by our
shareholders.
                                                            Number of securities
              Number of securities                       remaining available for
                      to be issued    Weighted-average     future issuance under
                  upon exercise of   exercise price of equity compensation plans
              outstanding options, outstanding options,    (excluding securities
Plan category  warrants and rights warrants and rights   reflected in column (a)


                    (a)                     (b)                (c)
2001 Incentive
stock option
plan for
officers and
key employees     400,000                   0.15             1,100,000

2001 Non-qualified stock option plan to enable certain directors, employees and
consultants to acquire or expand propriety interest
our Company        20,000                   0.21               230,000

Equity compen-
sation plans not
approved by
security holders     NONE                    NONE                 NONE

Total             420,000                                    1,330,000

Item 11. Security Ownership of Certain Beneficial Owners, Management and Related
Stockholder Matters.

The following table sets forth, as of September 8, 2006, information with
respect to:

  (a) any person known to us to be the beneficial owner of five percent or more
  of the outstanding shares of our common stock,
  (b) each of our directors and our executive officers, and, (c) all of our
  directors and executive officers as a group.

                                       39
<PAGE>

For computing the percentage of the shares of our common stock owned by each
person or group listed in this table, any shares not outstanding, which are
subject to options or warrants exercisable within 60 days have been deemed
outstanding. Except as otherwise indicated below, we believe each of the persons
named below to possess sole voting and investment power with respect to the
shares of our common stock beneficially owned by such person.

                           Amt. Of Beneficially
      Name                  Owned Common Stock          Percent
-------------------        -------------------          -------
W. Edd Helms, Jr.                9,590,311              83.38%      (1)
L. Wade Helms                       52,147                .46%      (2)
Walter L. Revell                    25,935                .24%      (3)
Edward McCarthy                      2,580                -         (4)
All officers and directors       9,670,973              84.08%

The address of all four of our officers is: 17850 N.E. 5th Ave, Miami, Florida
33162.

(1) W. Edd Helms, Jr. has sole voting and investment power of these shares.

(2 This includes the 2,147 shares held as joint tenants with Vicki Helms his
wife and 50,000 shares issued in January of 2002. This does not include stock
option to acquire 200,000 shares of our stock pursuant to our incentive stock
plan at a purchase price of $.15 which options will expire in 2011.

(3) Walter L. Revell has sole voting and investment power of these shares. This
does not include 10,000 nonqualified stock options awarded April 5, 2002.

(4) Edward McCarthy shares voting and reinvestment power of these shares with
his wife. This does not include 10,000 nonqualified stock options awarded April
5, 2002.


Item 12. Certain Relationships and Related Transactions

We lease our office and warehouse facilities from a partnership owned by W. Edd
Helms, Jr. See Item 2 "Description of Property".

We believe that the above transaction is on terms and conditions at least as
favorable to us as those that would have been available from non-affiliated
third parties. Any future transactions between us and our officers, directors or
principal shareholders or any affiliates will be made for bona fide business
purposes on terms no less favorable than could be obtained from unaffiliated
third parties, and will be approved by a majority of the Board of Directors.

Item 13. Exhibits and Reports on Form 8-K.

a. Exhibits required to be filed by Item 601 of Regulation S-B:

3.1 Articles of incorporation

3.2 Bylaws

31.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer

                                       40
<PAGE>

Item 14. Principal Accountant Fees and Services

Audit Fees

Dohan and Company, CPA's, billed $113,531 for professional services rendered for
the audit of our annual financial statements for fiscal year 2007 and the
reviews of the financial statements included in our Forms 10-QSB for that fiscal
year. For fiscal year 2008, the amount billed or accrued for the same services
is expected to be $128,000.

Tax Fees

Dohan and Company, CPA's, billed $9,763 for fiscal year May 31, 2007, for
professional tax services and is expected to bill approximately $10,250 for
fiscal year ended May 31, 2008.

The above audit fees were pre-approved by the audit committee based on estimated
budgets presented to the audit committee.


                                   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: January 15, 2009

In accordance with the Exchange Act, this report has been signed on 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/ Dean Goodson
                                          -------------------------
                                          DeAN GOODSON
                                          CHIEF FINANCIAL OFFICER


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


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

Date: January 15, 2009


                                       41