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

FORM 8-K CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORTPursuant~~ to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March~~ : April 11, 2011

HELI ELECTRONICS CORP. (Exact name of registrant as specified in its charter)

Nevada	000-53692	N/A
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

No. 50 Fengxiang South Road, Jianggao Town, Baiyun District Guangzhou, P.R. China (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (86) 020-36356928

n/a~~(Former~~ ~~name or former address, if changed since last report.)~~

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~On 4April 11, 2011, Chai Chi Man resigned as an independent director of Heli Electronics Corp.01, ~~Changes~~a inNevada ~~Registrant~~corporation (the “Company”), effective immediately. Chai Chi Man ’s ~~Certifying~~resignation ~~Accountant~~was for personal reasons and was not due to any disagreement with the Company.

~~Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~SIGNATURES

OnPursuant ~~March~~to ~~31, 2011,~~ the ~~Board~~requirements of ~~Directors (~~the ~~“Board”)~~Securities ofExchange ~~Heli Electronics~~Act ~~Corp. (the “Company”) concluded that previously issued audited financial statements~~ of ~~the Company for its fiscal years ended December 31, 2008~~ ~~and 2009~~1934, ~~which~~the ~~were~~registrant ~~included~~has induly ~~the~~caused ~~Company’s~~this ~~Current~~report ~~Report~~to onbe ~~Form~~signed ~~8-K filed~~ on ~~June~~its ~~16,~~behalf ~~2010, and previously issued interim unaudited financial statements~~by ~~which were included in~~ the ~~Company’s~~undersigned ~~Quarterly~~hereunto ~~Reports~~duly ~~on Form 10-Q for the periods ended June 30, 2010 and September 30, 2010 should no longer be relied on~~authorized.

~~The~~HELI ~~conclusion~~ELECTRONICS of the Board that the financial statements for the above-described periods should not be relied upon was based on statements made by the Company’s independent accounting firm, which became aware of irregularities in the revenue and financial information reported by the CompanyCORP.

~~The Company’~~/s/ ~~Board will undertake all steps necessary to~~Xin ~~investigate~~Qiu Xin ~~the~~Qiu ~~matters~~President ~~set forth above~~ and ~~other~~Director ~~allegations~~Date: ofApril ~~misstatements~~11, ~~and~~ address any deficiencies found. The Company has already initiated an internal review of its accounting records, but have not yet been able to fully identify the reasons for the inconsistencies found by MaloneBailey, LLP.2011

On March 11, 2011, after delivering a notice to the Company’s Board of Directors of the irregularities found in the Company’s financial reporting, MaloneBailey, LLP, the Company’s independent accounting firm, resigned. The reports of MaloneBailey, LLP, on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

The Company has not yet engaged an independent accounting firm for the audit of its December 31, 2010 financial statements, but anticipates doing so shortly and hopes to meet its reporting obligations as soon as possible.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HELI ELECTRONICS CORP.

/s/ Xin Qiu Xin QiuPresident and Director

Date: March 31, 2011

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