March 8, 2006

Via U.S. Mail and Fax (954) 458.9096
Mr. Dean A. Goodson
Chief Financial Officer
Edd Helms Group, Inc.
17850 N.E. 5th Avenue
Miami, Florida 33162-1008

	RE:	Edd Helms Group, Inc.
      Form 10-KSB for the fiscal year ended May 31, 2005

		Form 10-Q for the quarterly period ended August 31, 2005
		File No. 000-17978

Dear Mr. Goodson:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended May 31, 2005

Note 3. Available-for-Sale Equity Security, page 25

1. We note the unrealized loss on the available-for-sale security
of
$70,698.  This appears to be other than temporary.  Tell us why
the
amount was not recognized in the income statement.

Note 17. Legal Proceedings, page 42

2. Please provide us with more details of the two legal cases.
Tell
us your expected outcome for each case.  Also tell us if you have
accrued any liabilities relating to the cases, how much was
accrued,
and why.

Item 8a. Controls and Procedures, page 43
3. We note your disclosure that "[t]here were no significant
changes
in our internal controls or in other factors that could
significantly
affect internal controls subsequent to the date of their
evaluation."
Item 308(c) of Regulation S-K requires the disclosure of any
change
in your internal control over financial reporting identified in
connection with an evaluation thereof that occurred during your
last
fiscal quarter (or your fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely
to materially affect, your internal control over financial
reporting.
Please confirm for us supplementally that there was no change in
your
internal control over financial reporting that occurred during
your
fourth fiscal quarter ended May 31, 2005, and provide the
disclosure
required by Item 308(c) of Regulation S-K in future filings.

Form 10-QSB for the quarterly period ended August 31, 2005

4. Apply with the comments above as applicable.

General

5. Please file your Form 10-QSB for the quarterly period ended
November 30, 2005.

*    *    *    *

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your response on EDGAR.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Michael Henderson, Staff Accountant, at
(202)
551-3364 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,



								Larry Spirgel
								Assistant Director
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Mr. Dean A. Goodson
Edd Helms Group, Inc.
March 8, 2006
Page 3



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

         DIVISION OF
CORPORATION FINANCE