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Disclosure in compliance with 1934 Securities Exchange Act Company advises SEC

March 27, 2006

Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

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

Dear Mr. Spirgel:

I am replying to your comments regarding the filing of our 10-KSB for year ended May 31, 2005, and our 10-QSB for period ended August 31, 2005. Your comments regarding Available for Sale Equity Securities, Legal Proceedings, and Controls & Procedures are extremely important to us and are not taken lightly. After a thorough review, we believe the financial statements and related disclosures adequately report and disclose the financial position of the Company. I trust our detailed explanations have provided you with a comfort level that our filings include all information required under the Securities Exchange Act of 1934. Therefore, we anticipate filing Form 10-QSB for the quarterly period ended November 30, 2005 within 30 days of this response.

Sincerely,

Dean A. Goodson
Chief Financial Officer


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