LevelStock.com: Heli Electronics Corp. Enters into Share Exchange Agreement

Heli Electronics Corp. (OTCBB:HELI), yesterday announced that it has entered into a share exchange agreement with Heli Holding Group Ltd., a British Virgin Islands corporation, and all of the shareholders of Heli Holding Group Ltd. According to the terms of the agreement, Heli Electronics Corp. agreed to acquire 100% of Heli Holding Group Ltd's shares in exchange for 144,280,000 shares of common stock.

Heli Holding Group Ltd., currently owns 100% of the issued and outstanding shares of Guangzhou Xinde Electronics Co., Ltd. (Guangzhou, P.R.C.) and Heli International Company Ltd. of Hong Kong. Xinde owns all shares of Guangzhou Heli Information Technology Co., Ltd. (Heli IT).

Heli Electronics Corp. plans to acquire, after fulfillment of various conditions to the closing of the share exchange, Heli Holding Group Ltd., as its wholly owned subsidiary. Upon the closing of the agreement Heli Electronics Corp. will focus on the operations of Heli IT, incorporated under the laws of the People's Republic of China. Heli IT's operations include logistics, distribution, marketing, and sales of audio and visual (AV) products in mainland China for Haier Group, a world leader in electronics and electrical appliances.

Heli Electronics Corp.'s long-term goals include leveraging its position in electronics industry as well as its experience in logistics, distribution, sales, and marketing in order to offer a full range of electronics and electrical appliances from a wide range of manufacturers.

See Heli Electronic Corp.'s Current Report on Form 8-K filed with the SEC for details on various conditions which must be met before the share exchange between the two companies closes. There can be no assurance that the share exchange will close. Heli Electronics Corp must issue 144,280,000 shares of its common stock to the current shareholders of Heli Holding Group Ltd in order to complete the share exchange. Accounting for the anticipated cancellation of 599,000,000 shares of its common stock, upon the closing of the share exchange Heli Electronics Corp will have 266,000,000 shares of common stock issued and outstanding.

Further information on the Company can be found at www.sec.gov.

Safe Harbor Statement

Statements in this press release regarding Heli Electronics Corp's products, services, capabilities, performance, opportunities, development and business outlook that are forward-looking involve and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond Heli Electronics Corp's control and difficult to predict, and could cause actual results to differ materially from those anticipated, expressed or forecasted in the forward-looking statements. Such risks and uncertainties may include, but are not limited to: lack of operating history, transitioning from a development company to an operating company, difficulties in distinguishing Heli Electronics Corp's products and services, ability to deploy Heli Electronics Corp's products, lack of or delay in market acceptance and fluctuations in customer demand, dependence on a limited number of significant customers, reliance on third party vendors and strategic partners, ability to meet future capital requirements on acceptable terms and the global economy, compliance with federal and state regulatory requirements, timing, availability and success of new technology and product introductions and the other factors discussed in Heli Electronics Corp's filings with the Securities and Exchange Commission.

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