SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      Date of report (Date of earliest event reported): September 25, 2009

                           U.S. HELICOPTER CORPORATION
               (Exact Name of Registrant as Specified in Charter)

            Delaware                 001-32580                   27-0096927
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(State or Other Jurisdiction of     (Commission                (IRS Employer
 Incorporation or Organization)     File Number)             Identification No.)

6 East River Piers, Suite 216, Downtown Manhattan Heliport,
New York, NY                                                        10004
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(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code: (212) 248-2002
                                                    --------------

                                 Not Applicable
          -------------------------------------------------------------
          (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 us under any of the following
provisions (see General Instruction A.2. below):

[ ] 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))
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                            SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS

U.S. Helicopter Corporation (the "Company") has put substantially all of its
operations and business activities on hold as of September 25, 2009 due to the
Company's inability to obtain the financing necessary to continue to operate its
business. The Company has engaged in, and will continue to engage in, extensive
financing discussions with a number of existing and potential investors for
working capital, which would enable the Company to resume operations. The
Company has recently engaged in financing discussions for a long-term financing
solution of approximately $10 million but to date financing terms, which would
require significant restructuring of the Company's outstanding obligations as a
prerequisite to financing, have not been agreed upon. The Company is in the
process of engaging a firm to assist in fundraising and providing strategic
advice going forward. No assurances can be given that there will be further
discussions for such transactions, or even if so, that financing terms could be
agreed upon, that any restructuring requirements agreed upon could be achieved
or that any financing would ultimately be consummated.

The Company has determined that it is unable to continue to operate or to file
any further periodic reports under the 1934 Act with the Securities and Exchange
Commission (the "SEC") due to the Company's lack of resources at this time. The
Company's management will continue to be available to the Company and, along
with the Company's Board of Directors, will assess any possible future financing
options.

The Company is non-compliant with NASD Rule 6530 (the "Eligibility Rule") for
failure to file with the SEC an Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 and Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2009 and June 30, 2009. The OTC Bulletin Board ceased quoting
the Company's common stock as of May 18, 2009. The Company's common stock may
continue to be quoted through various market makers on the Pink Sheets
Electronic Quotation Service published by the National Quotation Bureau under
the symbol "USHP.PK". The Pink Sheets is a centralized quotation service that
collects and publishes market maker quotations of securities.

The Company has been advised by the transfer agent for the Company's common
stock that the transfer agent is no longer acting as transfer agent for the
Company's common stock and will no longer process requests to transfer the
Company's common stock due to the Company's failure to pay outstanding balances
owed to the transfer agent. The Company has been further advised that the
transfer agent has notified Depository Trust Company and the financial community
to this effect.

As reported in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, as of September 30, 2008 the Company had $19,597,060 in
total current liabilities, which included $6,311,012 in notes payable,
$6,081,002 in accounts payable and accrued expenses, $2,205,001 in derivative
liability, $238,481 in air traffic liability, $175,704 in accrued salaries and
taxes payable and $9,081 in deferred salary and taxes payable. The Company does
not have the resources necessary to prepare updated financial statements.

The Company intends to resume operations pending the completion of a successful
financing. There can be no assurances, however, that the Company will be able to
complete such financing on terms acceptable to existing investors or at all.
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                                   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 thereunto duly authorized.

Date: October 2, 2009

                              U.S. HELICOPTER CORPORATION
                              (Registrant)

                              By: /s/ George J. Mehm, Jr.
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                                  George J. Mehm, Jr.
                                  Chief Financial Officer and Sr. Vice President