UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE FISCAL YEAR ENDED JANUARY 31, 2010OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE TRANSTION PERIOD FROM ________TO
  ________





Commission
File Number   000-53692





HELI
ELECTRONICS CORP.


(formerly,
Dong Fang Minerals, Inc.)





Nevada


(State
or other jurisdiction of incorporation or organization)





Room
A606, Dacheng International Centre,


78
Dongsihuanzhonglu


Chaoyang
District, Bejing, P.R. China


(Address
of Principal Executive Offices, including zip code)





(86)
010-5962 5606


(Issuer’s
telephone number including area code)





Securities
      registered pursuant to Section 12(b) of the Act:
            Securities
      registered pursuant to section 12(g) of the Act:NONE
            COMMON
      STOCK





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   YES
[   ]   NO [X]





Indicate
by check mark if the registrant is required to file reports pursuant to Section
13 or Section 15(d) of the Act:    YES [X]   NO
[   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   YES [X]   NO
[   ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES [   ]   NO
[X]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
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-K
or any amendment to this Form 10-K.[   ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
      Accelerated Filer
            [   ]
            Accelerated
      Filer
            [   ]Non-accelerated
      Filer
            [   ]
            Smaller
      Reporting Company
            [X](Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). YES
[X]   NO [   ]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of January 31, 2010:
$12,012,000.





The
registrant had 6,006,000 shares of common stock outstanding as of April 27,
2010.














TABLE
OF CONTENTS





PagePART
      IItem
      1.
            Business.
            3Item
      1A.
            Risk
      Factors.
            4Item
      1B.
            Unresolved
      Staff Comments.
            4Item
      2.
            Properties.
            4Item
      3.
            Legal
      Proceedings.
            4Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            4PART
      IIItem
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
            5Item
      6.
            Selected
      Financial Data.
            6Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation.
            6Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            12Item
      8.
            Financial
      Statements and Supplementary Data.
            12Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            22Item
      9A.
            Controls
      and Procedures.
            22Item
      9B.
            Other
      Information.
            24PART
      IIIItem
      10.
            Directors
      and Executive Officers and Corporate Governance.
            24Item
      11.
            Executive
      Compensation.
            27Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            28Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            28Item
      14.
            Principal
      Accountant Fees and Services.
            29PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules.
            30























-2-





PART I.





ITEM
1.           BUSINESS.





We were incorporated in the State of
Nevada on November 7, 2007. We are an exploration stage corporation. We maintain
our statutory registered agent’s office at The Corporation Trust Company of
Nevada, 1000 East William Street, Suite 204, Carson City, Nevada 89701 and our
business office is located at Room A606 Dacheng International Centre, 78
Dongsihuanzhonglu, Chaoyang District, Beijing, P.R. China. This is our mailing
address as well. Our telephone number is (86)010-5962-5606.





We are were an exploration stage mining
company.  An exploration stage corporation is one engaged in the
search for mineral deposits or reserves which are not in either the development
or production stage. We have no ore bodies.  On November 17, 2007, we
acquired the right to conduct exploration activities on one claim located in the
Province of British Columbia, Canada known as the Bathfield claim.





On November 12, 2009, the first phase
of the exploration program as referenced to the writer’s report on the Property
dated November 17, 2007 was completed in part. Samples were taken from four
locations to determine the progressive sequence to the continuance of the
fulfillment of the Phase I recommendations.The Phase I samples were taken from
the granitic host rock of the quartz veins which are reported to contain
significant mineral values. The purpose of the sampling program was to determine
the potential for potential economic mineral values in the granitic host
rock.  Based on the results of the Phase I exploration program dated
November 12, 2009, there is no surficial indication that the granitic host rocks
to the mineralized quartz veins are potential to hosting economic
mineralization. Any additional exploration work on the Property is not
recommended.





On April 8, 2010, the claim was
forfeited due to nonpayment.





On March 18, 2010, we entered into a
non-binding letter of intent to acquire all of the issued and outstanding shares
of a British Virgin Island corporation to be formed in the future in
consideration of 144,280,000 restricted shares of our common
stock.  The BVI corporation will, prior thereto, have acquired all of
Guangzhou Heli Information Technology Co., Ltd. a People’s Republic of China
Corporation (“Heli”).  As part and parcel of the transaction, we will
pay a stock dividend of 120 shares of common stock for each one share of common
stock outstanding.  Further we will have changed our name to Heli
Electronics Corp.  The letter of intent also contains other provisions
all of which relate to the proposed change of control of Dong Fang Minerals,
Inc.  The letter of intent is not binding upon any parties thereto and
is subject to the execution of a definitive agreement.





On March 29, 2010, we merged our wholly
owned subsidiary corporation, Heli Electronics Corp. into Dong Fang Minerals,
Inc.  Dong Fang Minerals, Inc. is the surviving
corporation.  Concurrently therewith we changed the name of the
Company to Heli Electronics Corp.





On April 5, 2010, we split our
authorized and issued shares of common stock on the basis of 120 for
1.  Immediately prior to the split, there were 100,000,000 shares of
common stock authorized with 6,006,000 shares of common stock
outstanding.  Immediately after the split, there were 12,000,000,000
shares of common stock authorized with 720,720,000 shares of common stock
outstanding.  Par value remained at $0.00001 per share. The additional
split shares have not been issued as of the date of this report.





-3-





Upon completion of the foregoing
acquisition, we intend to engage in the business of wholesaling electronic
products.  There is no assurance that the foregoing acquisition will
be completed or that we will engage in the business of wholesaling electronic
products. As of the date of this report, we have not entered into a definitive
binding agreement to acquire Heli.





We have no revenues, have a loss since
inception, have minimal operations, have been issued a going concern opinion and
rely upon the sale of our securities and loans from our officers and directors
to fund operations.





Employees and Employment
Agreements





At present, we have no full-time
employees. Our officers and directors are part-time employees and they will
devote about 25% of their time or ten hours per week to our operation. Our
officers and directors do not have employment agreements with us. We presently
do not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our officers and directors. Our
officers and directors will handle our administrative duties.  We
intend to subcontract all work out to third parties.  As of today, we
have not looked for or talked to any geologists or engineers who will perform
work for us in the future.





ITEM 1A.        RISK
FACTORS





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM 1B.        UNRESOLVED
STAFF COMMENTS





We are smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item





ITEM
2.           PROPERTIES





We do not own any
properties.





ITEM 3.     
     LEGAL PROCEEDINGS.





We are not presently a party to any
litigation.





ITEM
4.           SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.





During the fourth quarter, there were
no matters submitted to a vote of our shareholders.


























-4-








PART II





ITEM 5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.





Our
shares are traded on the Bulletin Board operated by the Financial Industry
Regulatory Authority under the symbol “DONG”. A summary of trading by quarter
for 2010 and 2009 fiscal years is as follows:





Fiscal
      Year2010
            High
      Bid
            Low
      BidFourth
      Quarter: 11/1/09 to 1/31/10
            $10.01
            $2.00Third
      Quarter: 08/1/09 to 10/31/09
            $10.01
            $2.00Second
      Quarter: 05/1/09 to 7/31/09
            $10.01
            $2.00First
      Quarter: 02/1/09 to 4/30/09
            $10.01
            $2.00Fiscal
      Year2009
            High
      Bid
            Low
      BidFourth
      Quarter: 11/1/08 to 1/31/09
            $2.00
            $0.25Third
      Quarter: 08/1/08 to 10/31/08
            $0.00
            $0.00Second
      Quarter: 05/1/08 to 7/31/08
            $0.00
            $0.00First
      Quarter: 02/1/08 to 4/30/08
            $0.00
            $0.00





Holders





On April 30,2010, we had approximately
52 shareholders of record of our common stock.





Dividend
Policy





As of the date of this report, we have
not paid any cash dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of our board of directors and will depend
upon our earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.





Section
15(g) of the Securities Exchange Act of 1934





Our shares are covered by section 15(g)
of the Securities Exchange Act of 1934, as amended that imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser's written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.





-5-





Section 15(g) also imposes additional
sales practice requirements on broker/dealers who sell penny securities. These
rules require a one page summary of certain essential items. The items include
the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important in understanding of the function of the penny stock
market, such as  id and offer quotes, a dealers spread and
broker/dealer compensation; the broker/dealer compensation, the broker/dealers’
duties to its customers, including the disclosures required by any other penny
stock disclosure rules; the customers’ rights and remedies in cases of fraud in
penny stock transactions; and, the FINRA’s toll free telephone number and the
central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated
persons.





Securities
authorized for issuance under equity compensation plans





We have no equity compensation plans
and accordingly we have no shares authorized for issuance under an equity
compensation plan.





Status
of our public offering





On May 20, 2008, the Securities and
Exchange Commission declared the Form S-1 Registration Statement (File number
333-150192) permitting us to offer up to 2,000,000 shares of common stock at
$0.10 per share. There is no underwriter involved in our public offering. On
September 30, 2008, we completed our public offering and issued a total of
$1,006,000 shares of common stock to 45 investors at $0.10 per share for total
cash proceeds of $100,600.





Since completing our public offering we
have used the proceeds as follows:





General
      and Administrative Costs – Transfer agent and filing fees
            $
            11,860Professional
      fees
            $
            17,515Total
            $
            29,375





ITEM
6.           SELECTED
FINANCIAL DATA.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM
      7.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





This section of the report includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.














-6-





Plan
of Operation





For all intents and purposes, we are a
start-up company.  We discontinued mining operations on April 8, 2010
when the claim we had the right to explore, We are a start-up, exploration stage
corporation and have not yet generated or realized any revenues from our
business operations.





Our auditor has issued a going concern
opinion. This means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills.





Our officers and directors are
unwilling to make any commitment to loan us any money at this time. At the
present time, we have not made any arrangements to raise additional cash. If we
need additional cash and can't raise it, we will either have to suspend
activities until we do raise the cash, or cease activities entirely. Other than
as described in this paragraph, we have no other financing plans. Our success or
failure will be determined by what we find under the ground.





On March 18, 2010, we entered into a
non-binding letter of intent to acquire all of the issued and outstanding shares
of a British Virgin Island corporation to be formed in the future in
consideration of 144,280,000 restricted shares of our common
stock.  The BVI corporation will, prior thereto, have acquired all of
Guangzhou Heli Information Technology Co., Ltd. a People’s Republic of China
Corporation (“Heli”).  As part and parcel of the transaction, we will
pay a stock dividend of 120 shares of common stock for each one share of common
stock outstanding.  Further we will have changed our name to Heli
Electronics Corp.  The letter of intent also contains other provisions
all of which relate to the proposed change of control of Dong Fang Minerals,
Inc.  The letter of intent is not binding upon any parties thereto and
is subject to the execution of a definitive agreement.





Ms. Lu will advance funds to pay the
costs of filing reports with the SEC in the event the Company does not have the
funds to do so.  Ms. Lu’s commitment to paying such costs is oral and
not in writing.   At the present time, we have not made any
arrangements to raise additional cash.  If we need additional cash and
can’t raise it, we will either have to suspend operations until we do raise the
cash, or cease operations entirely. Other than as described in this paragraph,
we have no other financing plans.





Results
of Operations





From
Inception on November 7, 2007 to January 31, 2010





On November 2007, our former president
and principal executive officer acquired one mineral property containing one
Mineral Titles Online cell in British Columbia, Canada.





We have no revenues, have a loss since
inception, have minimal operations, have been issued a going concern opinion and
rely upon the sale of our securities and loans from our officers and directors
to fund operations.





On April 8, 2010 we cease mining
exploration.

















-7-





On March 18, 2010, we entered into a
non-binding letter of intent to acquire all of the issued and outstanding shares
of a British Virgin Island corporation to be formed in the future in
consideration of 144,280,000 restricted shares of our common
stock.  The BVI corporation will, prior thereto, have acquired all of
Guangzhou Heli Information Technology Co., Ltd. a People’s Republic of China
Corporation (“Heli”).  As part and parcel of the transaction, we will
pay a stock dividend of 120 shares of common stock for each one share of common
stock outstanding.  Further we will have changed our name to Heli
Electronics Corp.  The letter of intent also contains other provisions
all of which relate to the proposed change of control of Dong Fang Minerals,
Inc.  The letter of intent is not binding upon any parties thereto and
is subject to the execution of a definitive agreement.





We currently do not own any properties
or have the right to conduct exploration activities on any
property.





On September 30, 2008, we issued
1,006,000 shares of our common stock pursuant to a public offering. The offering
was set at $0.10 per share and the Company raised $106,000 in the
offering.





Since inception, we have used the
proceeds from the private placement to fund our operations.





Limited
Operating History; Need for Additional Capital





There is no historical financial
information about us upon which to base an evaluation of our
performance.  We are an exploration stage corporation and have not
generated any revenues from operations.  We cannot guarantee we will
be successful in our business operations.  Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, possible delays in the exploration of our properties,
and possible cost overruns due to price and cost increases in
services.





To become profitable and competitive,
we plan to conduct research and exploration of our properties before we start
production of any minerals we may find.





We have no assurance that future
financing will be available to us on acceptable terms.  If financing
is not available on satisfactory terms, we may be unable to continue, develop or
expand our operations.  Equity financing could result in additional
dilution to existing shareholders.





Liquidity
and Capital Resources





As of the date of this report, we have
yet to generate any revenues from our business operations.





In November 2007, we issued 5,000,000
shares of common stock pursuant to the exemption from registration continued in
Section S of the Securities Act of 1933.  The purchase price of the
shares was $50. This was accounted for as an acquisition of shares. Jian Hong
Liu covered our initial expenses of $24,945 including incorporation, accounting
and legal fees and for registering the property, all of which was paid directly
to Mr. Sookochoff, our attorney and our accountant. The amount owed to Mr. Liu
is non-interest bearing, unsecured and due on demand. Further the agreement with
Mr. Liu is oral and there is no written document evidencing the
agreement.





As of January 31, 2010, our total
assets were $ 43,922 and our total liabilities were $ 41,190.








-8-





On September 30, 2008, we issued
1,006,000 shares of our common stock pursuant to a public offering. The offering
was set at $0.10 per share and the Company raised $106,000 in the
offering.





The Company currently has approximately
$43,922 of cash on hand.





Recent
accounting pronouncements





In June 2009, the Financial
Accounting Standards Board (FASB) issued a standard that established the FASB
Accounting Standards Codification (ASC) and amended the hierarchy of generally
accepted accounting principles (ASC) and amended the hierarchy of generally
accepted accounting principles (GAAP) such that the ASC became the single source
of authoritative nongovernmental U.S. GAAP. The ASC did not change current U.S.
GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by
providing all the authoritative literature related to a particular topic in one
place. All previously existing accounting standard documents were superseded and
all other accounting literature not included in the ASC is considered
non-authoritative. New accounting standards issued subsequent to June 30,
2009 are communicated by the FASB through Accounting Standards Updates (ASUs).
The Company adopted the ASC on July 1, 2009. This standard did not have an
impact on the Company’s results of operations or financial condition. However,
throughout the notes to the financial statements references that were previously
made to various former authoritative U.S. GAAP pronouncements have been changed
to coincide with the appropriate section of the ASC.





In December 2007, the FASB issued
and, in April 2009, amended a new business combinations standard codified
within ASC 805, which changed the accounting for business acquisitions.
Accounting for business combinations under this standard requires the acquiring
entity in a business combination to recognize all (and only) the assets acquired
and liabilities assumed in the transaction and establishes the acquisition-date
fair value as the measurement objective for all assets acquired and liabilities
assumed in a business combination. Certain provisions of this standard impact
the determination of acquisition-date fair value of consideration paid in a
business combination (including contingent consideration); exclude transaction
costs from acquisition accounting; and change accounting practices for
acquisition-related restructuring costs, in-process research and development,
indemnification assets, and tax benefits. The Company adopted the standard for
business combinations and adjustments to an acquired entity’s deferred tax asset
and liability balances and it had no immediate impact on the Company’s financial
position or results of operations.





In April 2009, the FASB issued an
accounting standard which provides guidance on (1) estimating the fair
value of an asset or liability when the volume and level of activity for the
asset or liability have significantly declined and (2) identifying
transactions that are not orderly. The standard also amended certain disclosure
provisions for fair value measurements and disclosures in ASC 820 to require,
among other things, disclosures in interim periods of the inputs and valuation
techniques used to measure fair value as well as disclosure of the hierarchy of
the source of underlying fair value information on a disaggregated basis by
specific major category of investment. For the Company, this standard was
effective prospectively beginning July 1, 2009. The adoption of this
standard did not have a material impact on the Company’s results of operations
or financial condition.




















-9-





In April 2009, the FASB issued an
accounting standard which modifies the requirements for recognizing
other-than-temporarily impaired debt securities and changes the existing
impairment model for such securities. The standard also requires additional
disclosures for both annual and interim periods with respect to both debt and
equity securities. Under the standard, impairment of debt securities will be
considered other-than-temporary if an entity (1) intends to sell the
security, (2) more likely than not will be required to sell the security
before recovering its cost, or (3) does not expect to recover the
security’s entire amortized cost basis (even if the entity does not intend to
sell). The standard further indicates that, depending on which of the above
factor(s) causes the impairment to be considered other-than-temporary,
(1) the entire shortfall of the security’s fair value versus its amortized
cost basis or (2) only the credit loss portion would be recognized in
earnings while the remaining shortfall (if any) would be recorded in other
comprehensive income. The standard requires entities to initially apply its
provisions to previously other-than-temporarily impaired debt securities
existing as of the date of initial adoption by making a cumulative-effect
adjustment to the opening balance of retained earnings in the period of
adoption. The cumulative-effect adjustment potentially reclassifies the
noncredit portion of a previously other-than-temporarily impaired debt security
held as of the date of initial adoption from retained earnings to accumulated
other comprehensive income. The adoption of this standard did not have a
material impact on the Company’s results of operations or financial
condition.





In April 2009, the FASB issued an
accounting standard regarding interim disclosures about fair value of financial
instruments. The standard essentially expands the disclosure about fair value of
financial instruments that were previously required only annually to also be
required for interim period reporting. In addition, the standard requires
certain additional disclosures regarding the methods and significant assumptions
used to estimate the fair value of financial instruments. The adoption of this
standard did not have a material impact on the Company’s results of operations
or financial condition.





In May 2009, the FASB issued a new
accounting standard regarding subsequent events. This standard incorporates into
authoritative accounting literature certain guidance that already existed within
generally accepted auditing standards, with the requirements concerning
recognition and disclosure of subsequent events remaining essentially unchanged.
This guidance addresses events which occur after the balance sheet date but
before the issuance of financial statements. Under the new standard, as under
previous practice, an entity must record the effects of subsequent events that
provide evidence about conditions that existed at the balance sheet date and
must disclose but not record the effects of subsequent events which provide
evidence about conditions that did not exist at the balance sheet date. This
standard added an additional required disclosure relative to the date through
which subsequent events have been evaluated and whether that is the date on
which the financial statements were issued. For the Company,this standard was effective
beginning July 1, 2009.





In June 2009, the FASB issued a
new standard regarding the accounting for transfers of financial assets amending
the existing guidance on transfers of financial assets to, among other things,
eliminate the qualifying special-purpose entity concept, include a new unit of
account definition that must be met for transfers of portions of financial
assets to be eligible for sale accounting, clarify and change the derecognition
criteria for a transfer to be accounted for as a sale, and require significant
additional disclosure. The standard is effective for new transfers of financial
assets beginning January 1, 2010. The adoption of this standard is not
expected to have a material impact on the Company’s results of operations or
financial condition.





In June 2009, the FASB issued an
accounting standard that revised the consolidation guidance for
variable-interest entities. The modifications include the elimination of the
exemption for qualifying special purpose entities, a new approach for
determining who should consolidate a variable-interest entity,


-10-





and
changes to when it is necessary to reassess who should consolidate a
variable-interest entity. The standard is effective January 1, 2010. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s results of operations or
financial condition.





In August 2009, the FASB issued
ASU No. 2009-05, Measuring Liabilities at Fair
Value, which provides additional guidance on how companies should measure
liabilities at fair value under ASC 820. The ASU clarifies that the quoted price
for an identical liability should be used. However, if such information is not
available, a entity may use, the quoted price of an identical liability when
traded as an asset, quoted prices for similar liabilities or similar liabilities
traded as assets, or another valuation technique (such as the market or income
approach). The ASU also indicates that the fair value of a liability is not
adjusted to reflect the impact of contractual restrictions that prevent its
transfer and indicates circumstances in which quoted prices for an identical
liability or quoted price for an identical liability traded as an asset may be
considered level 1 fair value. This ASU is effective October 1, 2009. The
Company is currently evaluating the impact of this standard, but would not
expect it to have a material impact on the Company’s results of operations or
financial condition.





In September 2009, the FASB issued
ASU No. 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent), that amends ASC
820 to provide guidance on measuring the fair value of certain alternative
investments such as hedge funds, private equity funds and venture capital funds.
The ASU indicates that, under certain circumstance, the fair value of such
investments may be determined using net asset value (NAV) as a practical
expedient, unless it is probable the investment will be sold at something other
than NAV. In those situations, the practical expedient cannot be used and
disclosure of the remaining actions necessary to complete the sale is required.
The ASU also requires additional disclosures of the attributes of all
investments within the scope of the new guidance, regardless of whether an
entity used the practical expedient to measure the fair value of any of its
investments. This ASU is effective October 1, 2009. The Company is
currently evaluating the impact of this standard, but would not expect it to
have a material impact on the Company’s results of operations or financial
condition.





In October 2009, the FASB issued
ASU No. 2009-13, Multiple-Deliverable Revenue
Arrangements—a consensus of the FASB Emerging Issues Task Force, that
provides amendments to the criteria for separating consideration in
multiple-deliverable arrangements. As a result of these amendments,
multiple-deliverable revenue arrangements will be separated in more
circumstances than under existing U.S. GAAP. The ASU does this by establishing a
selling price hierarchy for determining the selling price of a deliverable. The
selling price used for each deliverable will be based on vendor-specific
objective evidence if available, third-party evidence if vendor-specific
objective evidence is not available, or estimated selling price if neither
vendor-specific objective evidence nor third-party evidence is available. A
vendor will be required to determine its best estimate of selling price in a
manner that is consistent with that used to determine the price to sell the
deliverable on a standalone basis. This ASU also eliminates the residual method
of allocation and will require that arrangement consideration be allocated at
the inception of the arrangement to all deliverables using the relative selling
price method, which allocates any discount in the overall arrangement
proportionally to each deliverable based on its relative selling price. Expanded
disclosures of qualitative and quantitative information regarding application of
the multiple-deliverable revenue arrangement guidance are also required under
the ASU. The ASU does not apply to arrangements for which industry specific
allocation and measurement guidance exists, such as long-term construction
contracts and software transactions.  The ASU is effective beginning
January 1, 2011. The Company is currently evaluating the impact of this
standard on the Company’s results of operations and financial
condition.


-11-





In October 2009, the FASB issued
ASU No. 2009-14, Certain
Revenue Arrangements That Include Software Elements—a consensus of the FASB
Emerging Issues Task Force, that reduces the types of transactions that
fall within the current scope of software revenue recognition guidance. Existing
software revenue recognition guidance requires that its provisions be applied to
an entire arrangement when the sale of any products or services containing or
utilizing software when the software is considered more than incidental to the
product or service. As a result of the amendments included in ASU
No. 2009-14, many tangible products and services that rely on software will
be accounted for under the multiple-element arrangements revenue recognition
guidance rather than under the software revenue recognition guidance. Under the
ASU, the following components would be excluded from the scope of software
revenue recognition guidance:  the tangible element of the product,
software products bundled with tangible products where the software components
and non-software components function together to deliver the product’s essential
functionality, and undelivered components that relate to software that is
essential to the tangible product’s functionality. The ASU also provides
guidance on how to allocate transaction consideration when an arrangement
contains both deliverables within the scope of software revenue guidance
(software deliverables) and deliverables not within the scope of that guidance
(non-software deliverables). The ASU is effective beginning January 1,
2011. The Company is currently evaluating the impact of this standard on the
Company’s results of operations and financial condition.





ITEM 7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.





ITEM 8.       
   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





PAGEREPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
      SHEETS
            F-2STATEMENTS OF
      OPERATIONS
            F-3STATEMENTS OF
      STOCKHOLDERS’ EQUITY
            F-4STATEMENTS OF CASH
      FLOWS
            F-5NOTES TO FINANCIAL
      STATEMENTS
            F-6
































-12-

















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





To the
Board of Directors and Stockholders of Heli Electronics Corp.


(formerly
Dong Fang Minerals, Inc.)





I have
audited the accompanying balance sheets of Heli Electronics Corp. (formerly Dong
Fang Minerals, Inc.) (the Company), an exploration stage company, as of January
31, 2010 and 2009 and the related statements of operations, stockholders’ equity
(deficiency), and cash flows for the year ended January 31, 2010 and 2009, and
for the period November 7, 2007 (inception) to January 31, 2010. These financial
statements are the responsibility of the Company’s management. My responsibility
is to express an opinion on these financial statements based on my
audit.





I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. I believe that my audits provide a reasonable
basis for my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Heli Electronics Corp., an
exploration stage company, as of January 31, 2010 and 2009 and the results of
its operations and its cash flows for the year ended January 31, 2010 and 2009,
and for the period November 7, 2007 (inception) to January 31, 2010 in
conformity with accounting principles generally accepted in the United
States.





The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company’s present financial situation raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.








MICHAEL T. STUDER CPA
P.C.


Michael
T. Studer CPA
P.C.





Freeport,
New York


April 30,
2010











F-1





-13-








Heli Electronics
      Corp.(Formerly
      Dong Fang Minerals, Inc.)(An
      Exploration Stage Company)Balance
      Sheets(Expressed
      in US Dollars)January
      31,
            
            January
      31,2010
            
            2009ASSETSCurrent
      AssetsCash
      and cash equivalents
            $
            43,922
            $
            77,556Total
      current assets
            
            43,922
            
            77,556Mineral
      property acquisition costs, less reserve forimpairment
      of $4,625 and $4,625, respectively
            
            -
            
            -Total
      Assets
            $
            43,922
            $
            77,556LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            $
            5,685
            $
            6,644Due
      to related party
            
            35,505
            
            35,505Total
      current liabilities
            
            41,190
            
            42,149Stockholders'
      EquityPreferred
      Stock, $0.00001 par value;authorized
      100,000,000 shares, none issued and outstanding
            
            -
            
            -Common
      Stock, $0.00001 par value;authorized
      12,000,000,000 shares,issued
      and outstanding 6,006,000 and 6,006,000 shares,
    respectively
            
            60
            
            60Additional
      paid-in capital
            
            100,590
            
            100,590Deficit
      accumulated during the exploration stage
            
            (97,918)
            
            (65,243)Total
      stockholders' equity
            
            2,732
            
            35,407Total
      Liabilities and Stockholders' Equity
            $
            43,922
            $
            77,556








See
notes to financial statements.

















F-2





-14-








Heli
      Electronics Corp.(Formerly
      Dong Fang Minerals, Inc.)(An
      Exploration Stage Company)Statements
      of Operations(Expressed
      in US Dollars)Period
      fromNovember
      7,2007
      (Date ofYear
      Ended
            
            Year
      Ended
            
            Inception)
      toJanuary
      31,
            
            January
      31,
            
            January
      31,2010
            
            2009
            
            2010Revenue
            $
            -
            $
            -
            $
            -Costs
      and expensesMineral
      property exploration and carrying costs
            
            3,300
            
            368
            
            3,668General
      and administrative
            
            11,860
            
            22,369
            
            34,562Professional
      fees
            
            17,515
            
            21,548
            
            55,063Impairment
      of mineral property acquisition costs
            
            -
            
            -
            
            4,625Total
      costs and expenses
            
            32,675
            
            44,285
            
            97,918Net
      Loss
            $
            (32,675)
            $
            (44,285)
            $
            (97,918)Net
      loss per shareBasic
      and diluted
            $
            (0.01)
            $
            (0.01)Weighted
      Average Shares OutstandingBasic
      and diluted
            
            6,006,000
            
            5,340,831








See
notes to financial statements.



































F-3





-15-








Heli
      Electronics Corp.(Formerly
      Dong Fang Minerals, Inc.)(An
      Exploration Stage Company)Statements
      of Stockholders' Equity (Deficiency)For
      the Period November 7, 2007 (Inception) to January  31,
      2010(Expressed
      in US Dollars)DeficitAccumulated
            
            TotalCommon
      Stock, $0.00001
            
            
            
            During
      the
            
            Stockholders'par
      value
            
            Additional
            
            Exploration
            
            EquityShares
            
            Amount
            
            Paid-in
      Capital
            
            Stage
            
            (Deficiency)Common
      stock issuedNovember
      2007
            5,000,000
            $
            50
            $
            -
            $
            -
            $
            50Net
      loss
            -
            
            -
            
            -
            
            (20,958)
            
            (20,958)Balance
      - January 31, 2008
            5,000,000
            
            50
            
            -
            
            (20,958)
            
            (20,908)Sale
      of shares in publicoffering
      at $0.10 per share
            1,006,000
            
            10
            
            100,590
            
            -
            
            100,600Net
      loss
            -
            
            -
            
            -
            
            (44,285)
            
            (44,285)Balance
      -January 31, 2009
            6,006,000
            $
            60
            $
            100,590
            $
            (65,243)
            $
            35,407Net
      loss
            -
            
            -
            
            -
            
            (32,675)
            
            (32,675)Balance
      -January 31, 2010
            6,006,000
            $
            60
            $
            100,590
            $
            (97,918)
            $
            2,732








See
notes to financial statements.






















F-4





-16-








Heli
      Electronics Corp.(Formerly
      Dong Fang Minerals, Inc.)(An
      Exploration Stage Company)Statements
      of Cash Flows(Expressed
      in US Dollars)Period
      fromNovember
      7,2007
      (Date ofYear
      Ended
            
            Year
      Ended
            
            Inception)
      toJanuary
      31,
            
            January
      31,
            
            January
      31,2010
            
            2009
            
            2010Cash
      Flows from Operating ActivitiesNet
      loss
            $
            (32,675)
            $
            (44,285)
            $
            (97,918)Adjustments
      to reconcile net lossto
      net cash provided by (used for) operating activitiesImpairment
      of mineral property acquisition costs
            
            -
            
            -
            
            4,625Change
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
            
            (959)
            
            644
            
            5,685Net
      cash provided by (used for) operating activities
            
            (33,634)
            
            (43,641)
            
            (87,608)Cash
      Flows from Investing ActivitiesAcquisition
      of mineral property
            
            -
            
            -
            
            (4,625)Net
      cash provided by (used for) investing activities
            
            -
            
            -
            
            (4,625)Cash
      Flows from Financing ActivitiesIncrease
      (decrease) in due to related party
            
            -
            
            10,560
            
            35,505Proceeds
      from sales of common stock
            
            -
            
            100,600
            
            100,650Net
      cash provided by financing activities
            
            -
            
            111,160
            
            136,155Increase
      (decrease) in cash
            
            (33,634)
            
            67,519
            
            43,922Cash
      - beginning of period
            
            77,556
            
            10,037
            
            -Cash
      - end of period
            $
            43,922
            $
            77,556
            $
            43,922Supplemental
      disclosures of cash flow information:Interest
      paid
            $
            -
            $
            -Income
      taxes paid
            $
            -
            $
            -








See
notes to financial statements.








F-5





-17-





Heli Electronics Corp.


(Formerly
Dong Fang Minerals, Inc.)


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


January
31, 2010








Note
1        Organization and Business
Operations





Heli
Electronics Corp. (the “Company”) was incorporated in the State of Nevada on
November 7, 2007 as Dong Fang Minerals, Inc. The Company is an Exploration Stage
Company as defined by Accounting Standards Codification (“ASC”) Topic 915. On
November 17, 2007, the Company acquired a mineral property claim located in the
Province of British Columbia, Canada; on April 8, 2010, the claim was forfeited
due to nonpayment.








Note
2        Summary of Significant
Accounting Policies





Basis of
Presentation


These
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, as of January 31, 2010, the
Company had working capital and stockholders’ equity of
$2,732.  Further, since inception, the Company has incurred a net loss
of $97,918.  These factors create substantial doubt as to the
Company’s ability to continue as a going concern.  The Company plans
to improve its financial condition by obtaining new
financing.  However, there is no assurance that the Company will be
successful in accomplishing this objective.  The financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.





Mineral Property
Costs


The
Company has been in the exploration stage since its incorporation and inception
on November 7, 2007 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining
properties. Mineral property acquisition costs are capitalized and are charged
to operations as the value is impaired.  Exploration costs are
expensed until proven and probable reserves are established.  When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserves.





Use of Estimates and
Assumptions


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





Foreign Currency
Translation


The
Company’s functional and reporting currency is the United States
dollar.














F-6





-18-





Heli
Electronics Corp.


(Formerly
Dong Fang Minerals, Inc.)


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


January
31, 2010








Financial
Instruments


The
carrying values of the Company’s financial instruments, consisting of cash and
cash equivalents, accounts payable and accrued liabilities, and due to related
party, approximate their fair values due to the short maturity of these
instruments.





Environmental
Costs


Environmental
expenditures that relate to current operations are charged to operations or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are charged to operations. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable, and the cost can
be reasonably estimated. Generally, the timing of these accruals coincides with
the earlier of completion of a feasibility study or the Company’s commitment to
a plan of action based on the then known facts.





Income
Taxes


Income
taxes are accounted for under the assets and liability
method.  Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled.





Basic and Diluted Net Loss
per Share


The
Company computes net income (loss) per share in accordance with ASC Topic 260,
"Earnings per Share". ASC Topic 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.





Stock-based
Compensation


Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718,
“Share Based Payment”.  To date, the Company has not adopted a stock
option plan and has not granted any stock options.





Cash and Cash
Equivalents


The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.


























F-7





-19-





Heli
Electronics Corp.


(Formerly
Dong Fang Minerals, Inc.)


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


January
31, 2010








Note
3        Mineral
Property





Pursuant
to a mineral property purchase agreement dated November 17, 2007, the Company
acquired a 100% undivided right, title and interest in the Dong Fang minerals
claim, located 15 miles northwest of Penticton, British Columbia, Canada, for
$4,625.  The Tenure Number ID is 555886, which expired April 8, 2010.
The property was in the name of Liu Jian Hong held by him in trust for the
Company.





On
November 17, 2007, the Company received an evaluation report from a third party
consulting firm recommending an exploration program with a total estimated cost
of $92,500. Due to lack of working capital, the Company never completed this
program.  At January 31, 2008, the Company provided a $4,625 reserve
for impairment of the mining property acquisition costs.





On
November 12, 2009, the first phase of the exploration program as referenced to
the writer’s report on the Property dated November 17, 2007 has been completed
in part. Samples were taken from four locations to determine the progressive
sequence to the continuance of the fulfillment of the Phase I
recommendations.





The Phase
I samples were taken from the granitic host rock of the quartz veins which are
reported to contain significant mineral values. The purpose of the sampling
program was to determine the potential for potential economic mineral values in
the granitic host rock.  Based on the results of the Phase I
exploration program dated November 12, 2009, there is no surficial indication
that the granitic host rocks to the mineralized quartz veins are potential to
hosting economic mineralization. Any additional exploration work on the Property
is not recommended.








Note
4        Due to Related
Party





The
$35,505 amount due to Jiang Hong Liu at January 31, 2010 is due the former chief
executive officer of the Company (to November 2, 2009), is non-interest bearing,
and is due on demand.








Note
5        Common
Stock





In
November 2007, the Company issued a total of 5,000,000 shares of common stock to
two directors for total cash proceeds of $50.





On
September 30, 2008, the Company sold a total of 1,006,000 shares of common stock
to 45 investors at $0.10 per share for total cash proceeds of $100,600 and
closed its public offering.





At
January 31, 2010, there are no outstanding stock options or
warrants.














F-8





-20-





Heli
Electronics Corp.


(Formerly
Dong Fang Minerals, Inc.)


(An
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


January
31, 2010








Note
6        Income
Taxes





No
provision for income taxes has been recorded since the Company has incurred a
net loss since inception.  Based on management’s present assessment,
the Company has not yet determined it to be more likely than not that a deferred
tax asset of $33,292 attributable to the future utilization of the net operating
loss carryforward of $97,918 as of January 31, 2010 will be realized.
Accordingly, the Company has provided a 100% allowance against the deferred tax
asset in the financial statements.  The Company will continue to
review this valuation allowance and make adjustments as appropriate. The $97,918
net operating loss carryforward expires $20,958 in 2028, $44,285 in 2029 and
$32,675 in 2010.





Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs.  Therefore, the
amount available to offset future taxable income may be limited.








Note
7        Subsequent
Events





On March
18, 2010, we entered into a non-binding letter of intent to acquire all of the
issued and outstanding shares of a British Virgin Island corporation to be
formed in the future in consideration of 144,280,000 (after a 120 for 1 forward
stock split) restricted shares of our common stock.  The BVI
corporation will, prior thereto, have acquired all of Guangzhou Heli Information
Technology Co., Ltd., a People’s Republic of China corporation
(“Heli”). Further, the Company’s chief executive officer and former chief
executive officer are to cancel a total of 600,000,000 (after a 120 for 1
forward stock split) shares of Company common stock prior to closing. The letter
of intent is not binding upon any parties thereto and is subject to the
execution of a definitive agreement.





On March
29, 2010, Heli Electronics Corp., formerly known as Dong Fang Minerals, Inc.
(the “Company”), filed Articles of Merger with the Nevada Secretary of State to
effect a merger with its wholly owned subsidiary, Heli Electronics Corp. and
assume the subsidiary’s name.  The subsidiary was incorporated
entirely for the purpose of effecting this name change and the merger did not
affect the Company’s Articles of Incorporation or corporate structure in any
other way.





On April
5, 2010, we increased our authorized shares of common stock from 100,000,000 to
12,000,000,000 shares and authorized a 120 for 1 forward stock split to increase
our issued and outstanding shares from 6,006,000 to 720,720,000 shares. Delivery
of the additional shares will occur coincident with approval of an effective
date by the OTC Bulletin Board.





On April
8, 2010, the Dong Fang minerals claim (see Note 3) was forfeited.





The
Company has evaluated subsequent events through the filing date of this Form
10-K and has determined that there were no additional subsequent events to
recognize or disclose in these financial statements.














F-9





-21-





ITEM
9.           CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON    ACCOUNTING AND FINANCIAL
DISCLOSURE.





There have been no disagreements on
accounting and financial disclosures from the inception of our company through
the date of this Form 10-K. Our financial statements for the period from
inception to January 31, 2010, included in this report have been audited by
Michael T. Studer CPA, P.C., as set forth in this annual report.





ITEM 9A.        CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our
Disclosure Controls were effective as of the end of the period covered by this
report.





Limitations on the Effectiveness of
Controls





Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.





The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.














-22-





CEO and CFO
Certifications





Appearing immediately following the
Signatures section of this report there are Certifications of the CEO and the
CFO. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this
report, which you are currently reading is the information concerning the
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.





Management’s
Report on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Our management
assessed the effectiveness of our internal control over financial reporting as
of January 31, 2010. In making this assessment, it used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on our assessment, we believe
that, as of January 31, 2010, the Company’s internal control over financial
reporting was effective based on those criteria.





This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this annual report.





Changes in Internal
Controls





We have also evaluated our internal
controls for financial reporting, and there have been no changes in our internal
controls or in other factors that could affect those controls subsequent to the
date of their last evaluation.





-23-





ITEM 9B.        OTHER
INFORMATION.





None.








PART III





ITEM
10.         DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.





Officers and
Directors





Each of our directors serves until her
successor is elected and qualified. Each of our officers is elected by the board
of directors to a term of one (1) year and serves until her successor is duly
elected and qualified, or until she is removed from office. The board of
directors has no nominating, auditing or compensation committees.





The name, address, age and position of
our present officer and director is set forth below:





Name
      and Address
            Age
            Position(s)Lu
      Lu
            28
            President,
      Principal Executive Officer,No.
      714, Unit 4, Bldg. 3
            
            Treasurer,
      Principal Financial Officer andZhongshan
      Yuan
            
            Principal
      Accounting Officer, Secretary andNo.
      3128, Nanshan Rd.
            
            a
      member of the Board of DirectorsNanshan
      DistrictShenzhen
      CityPeoples
      Republic of China





The person named above has held her
office/position as Secretary and Director, since inception of our company and is
expected to hold her office/position until the next annual meeting of our
stockholders.





Background
of Officers and Directors





Since November 7, 2007,
our inception, Lu Lu has been our secretary and a member of the board of
directors.On November 2, 2009 Lu Lu was appointed Director and
President, Principal Executive Officer, Treasurer, Principal Financial Officer,
and Principal Accounting Officer of the Company.  Since September
2004, Ms. Lu Lu has been accountant of Yantai Fengye Beverage Group Ltd., a
beverage manufacture and sales company, located in Yantai, P.R. China. From
September 1999 to August 2004, Ms. Lu Lu was a student in Accounting Department
of Changchun University, P.R. China.





None of the companies referred to above
are parents, subsidiary corporations or other affiliates of Eastern World
Solutions Inc.





Involvement
in Certain Legal Proceedings





Other than as described in this
section, to our knowledge, during the past ten years, no present or former
director or executive officer of our company:











-24-





1.           A
petition under the Federal bankruptcy laws or any state insolvency law was filed
by or against, or a receiver, fiscal agent or similar officer was appointed by a
court for the business or property of such person, or any partnership in which
he was a general partner at or within two years before the time of such filing,
or any corporation or business association of which he was an executive officer
at or within two years before the time of such filing;





2.           Convicted
in a criminal proceeding or is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);





3.           The
subject of any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from, or otherwise limiting, the following
activities;





i)           Acting
as a futures commission merchant, introducing broker, commodity trading advisor,
commodity pool operator,  floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;





ii)       
   Engaging in any type of business practice; or





iii)          Engaging
in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities
laws or Federal commodities laws;





4.           The
subject of any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any Federal or State authority barring, suspending or otherwise
limiting for more than 60 days the right of such person to engage in any
activity described in paragraph 3.i in the preceding paragraph or to be
associated with persons engaged in any such activity;





5.           Was
found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;





6.           Was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any Federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated;





7.           Was
the subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, relating to an alleged violation of:





i)           Any
Federal or State securities or commodities law or regulation; or





ii)           Any
law or regulation respecting financial institutions or insurance companies
including, but not limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or


-25-





iii)           Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any
business entity; or





8.           Was
the subject of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization (as defined in Section
3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.





Audit
Committee and Charter





We have a separately-designated audit
committee of the board.  Audit committee functions are performed by
our board of directors. None of our directors are deemed independent. All
directors also hold positions as our officers. Our audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee.





Audit
Committee Financial Expert





None of our directors or officers have
the qualifications or experience to be considered a financial expert. We believe
the cost related to retaining a financial expert at this time is prohibitive.
Further, because of our limited operations, we believe the services of a
financial expert are not warranted.





Code
of Ethics





We have adopted a corporate code of
ethics. We believe our code of ethics is reasonably designed to deter wrongdoing
and promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.





Disclosure
Committee and Charter





We have a disclosure committee and
disclosure committee charter. Our disclosure committee is comprised of all of
our officers and directors. The purpose of the committee is to provide
assistance to the Chief Executive Officer and the Chief Financial Officer in
fulfilling their responsibilities regarding the identification and disclosure of
material information about us and the accuracy, completeness and timeliness of
our financial reports.





Compliance with Section 16(a) of the
Exchange Act





Section 16(a) of the Securities Exchange Act of
1934, as amended, requires our executive officers and directors, and
persons who beneficially own more than 10% of a registered class of our equity
securities to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common shares and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the Securities and Exchange
Commission regulations to furnish us with


-26-





copies of
all Section 16(a) reports they file.  Based on our review of the
copies of such forms received by us, or written representations that no other
reports were required, and to the best of our knowledge, we believe that all of
our officers, directors, and owners of 10% or more of our common stock failed to
file Form 3s, 4s and 5s.





ITEM
11.         EXECUTIVE
COMPENSATION.





The following table sets forth the
compensation paid by us from inception on November 7, 2007 through January 31,
2010, for each of our officers. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and certain
other compensation, if any.  The compensation discussed addresses all
compensation awarded to, earned by, or paid or named executive
officers.





Summary
Compensation Table


Non-Equity
            NonqualifiedName
            
            
            
            
            
            Incentive
            Deferred
            AllAnd
            
            
            
            Stock
            Option
            Plan
            Compensation
            OtherPrincipal
            
            Salary
            Bonus
            Awards
            Awards
            Compensation
            Earnings
            Compensation
            TotalPosition
            Year
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Lu
      Lu
            2010
            0
            0
            0
            0
            0
            0
            0
            0President
            2009
            0
            0
            0
            0
            0
            0
            0
            02008
            0
            0
            0
            0
            0
            0
            0
            0Jian
      Hong Liu
            2010
            0
            0
            0
            0
            0
            0
            0
            0President
            2009
            0
            0
            0
            0
            0
            0
            0
            0(Resigned
            2008
            0
            0
            0
            0
            0
            0
            0
            011/2/09)





The following table sets forth all
compensation paid to our board of directors during our last fiscal year ending
January 31, 2010.





Director
Compensation Table


Fees
            
            
            
            NonqualifiedEarned
      or
            
            
            Non-Equity
            DeferredPaid
      in
            Stock
            Option
            Incentive
      Plan
            Compensation
            All
      OtherCash
            Awards
            Awards
            Compensation
            Earnings
            Compensation
            TotalName
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Lu
      Lu
            0
            0
            0
            0
            0
            0
            0Jian
      Hong Liu
            0
            0
            0
            0
            0
            0
            0(Resigned
      11/02/09)





Our directors do not receive any
compensation for serving as members of the board of directors.





As of the date hereof, we have not
entered into an employment contract with our officers and do not intend to enter
into any employment contracts until such time as it profitable to do
so.





-27-





Indemnification





Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest.  We may advance expenses incurred in defending a
proceeding.  To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified, we
must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if the officer
or director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.





Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.





ITEM
12.         SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The following table sets forth, as of
the date of this report, the total number of shares of common stock beneficially
by each of our directors, officers and key employees, individually and as a
group, and the present owners of 5% or more of our total outstanding
shares.  The stockholders listed below have direct ownership of their
shares and possess sole voting and dispositive power with respect to the
shares.





Name
      and Address
            Number
      of
            Percentage
      ofBeneficial
      Ownership [1]
            Shares
            OwnershipLu
      Lu
            2,500,000
            41.63%No.
      714, Unit 4, Bldg. 3Zhongshan
      YuanNo.
      3128, Nanshan Rd.Nanshan
      DistrictShenzhen
      CityPeoples
      Republic of ChinaAll
      Officers and Directors
            2,500,000
            41.63%as
      a Group (1 person)Jian
      Hong Liu
            2,500,000
            41.63%(Resigned
      11/2/09)#1006,
      Bldg. ARoom
      A606 Dacheng International Centre, 78 Dongsihuanzhonglu,Chaoyang
      District, Beijing Peoples Republic of China

















-28-





ITEM
13.         CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





In November 2007, we issued 2,500,000
shares of restricted common stock to Jian Hong Liu, our former president in
consideration of $25.00 and 2,500,000 shares of restricted common stock to Lu
Lu, our secretary in consideration of $25.00.  This was accounted for
as an acquisition of shares of common stock in the amount of $50.





Mr. Liu also caused the property,
comprised of one MTO cell, to be registered at a cost of $4,625.  The
claims were registered by Mr. Laurence Sookochoff. The terms of the transaction
with Mr. Sookochoff were at arm’s length and Mr. Sookochoff was not an
affiliate.  Mr. Liu must transfer title to us upon our demand, whether
mineralized material is found on the claims or not.  Mr. Liu will not
receive anything of value for the transfer and we will not pay any consideration
of any kind for the transfer of the claims.





Jian Hong Liu, our former president,
has advanced $35,505 for our operations since inception.  The advances
are not evidenced by any written documentation.  Mr. Liu has agreed to
accept repayment when we have sufficient funds to do so.  The advances
by Mr. Liu are interest free.





We use approximately 15 square feet of
office space at Ms. Lu’s home for our office on a rent free basis.





Ms. Lu is our only
promoter.   They have not received and will not receive anything
of value from us, directly or indirectly in their capacity as
promoters.





ITEM
14.         PRINCIPAL ACCOUNTING
FEES AND SERVICES.





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2009
            $
            10,102
            Michael
      T. Studer CPA P.C.2008
            $
            10,500
            Michael
      T. Studer CPA P.C.





(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:





2009
            $
            0
            Michael
      T. Studer CPA P.C.2008
            $
            0
            Michael
      T. Studer CPA P.C.














-29-





(3)
Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:





2009
            $
            0
            Michael
      T. Studer CPA P.C.2008
            $
            0
            Michael
      T. Studer CPA P.C.





(4)
All Other Fees





The aggregate fees billed in each of
the last tow fiscal yeas for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1), (2), and (3)
was:





2009
            $
            0
            Michael
      T. Studer CPA P.C.2008
            $
            0
            Michael
      T. Studer CPA P.C.





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was not greater
than 50%.








PART IV





ITEM
15.         EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES.





The following is a complete list of
exhibits filed as part of this annual report:





Incorporated
      by referenceExhibit
            
            
            
            
            FiledNumber
            Document
      Description
            Form
            Date
            Number
            herewith2.1
            Articles
      of Merger.
            8-K
            4/06/10
            2.13.1
            Articles
      of Incorporation.
            S-1
            4/11/08
            3.13.2
            Bylaws.
            S-1
            4/11/08
            3.23.3
            Nevada
      Form 209.
            8-K
            4/06/10
            3.14.1
            Specimen
      Stock Certificate.
            S-1
            4/11/08
            4.110.1
            Letter
      of Intent.
            8-K
            4/06/10
            10.114.1
            Code
      of Ethics.
            10-K
            4/30/09
            14.1


-30-








31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive Officer and Chief Financial Officer.
            
            
            
            X99.2
            Audit
      Committee Charter.
            10-K
            4-30-09
            99.299.3
            Disclosure
      Committee Charter.
            10-K
            4-30-09
            99.3





















































































-31-








SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on this 30th day of April 2010.





HELI
      ELECTRONICS CORP.BY:
            LU
      LULu
      LuPresident,
      Principal Executive Officer,Treasurer,
      Principal Financial Officer andPrincipal
      Accounting Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature
            Title
            DateLU
      LU
            President,
      Chief Executive Officer, Treasurer,
            April
      30, 2010Lu
      Lu
            Secretary,
      Chief Financial Officer, Principal Accounting Officer and a member of the
      Board of Directors










































































-32-








EXHIBIT
INDEX








Incorporated
      by referenceExhibit
            
            
            
            
            FiledNumber
            Document
      Description
            Form
            Date
            Number
            herewith2.1
            Articles
      of Merger.
            8-K
            4/06/10
            2.13.1
            Articles
      of Incorporation.
            S-1
            4/11/08
            3.13.2
            Bylaws.
            S-1
            4/11/08
            3.23.3
            Nevada
      Form 209.
            8-K
            4/06/10
            3.14.1
            Specimen
      Stock Certificate.
            S-1
            4/11/08
            4.110.1
            Letter
      of Intent.
            8-K
            4/06/10
            10.114.1
            Code
      of Ethics.
            10-K
            4/30/09
            14.131.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive Officer and Chief Financial Officer.
            
            
            
            X99.2
            Audit
      Committee Charter.
            10-K
            4-30-09
            99.299.3
            Disclosure
      Committee Charter.
            10-K
            4-30-09
            99.3












































-33-