UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) April 2728, 2011

(April 2127, 2011)

ORSUS XELENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33456

(Commission File Number)

20-1198142

(IRS Employer Identification No.)

29TH Floor, Tower B, Chaowai MEN Office Building

26 Chaowai Street, Chaoyang Disc.

Beijing, People’s Republic of China 100020

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 86-10-85653777

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.~~01 Notice~~03. Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing~~Fiscal Year.

On April 2127, 2011, Orsus Xelent Technologies, Inc. (the “Company”) ~~received~~filed a ~~letter~~Certificate ~~from~~of ~~NYSE~~Amendment ~~Amex~~of ~~LLC~~its ~~(the~~Certificate ~~“Exchange”)~~of ~~indicating~~Incorporation ~~that~~to effect a one-for-twelve reverse split of the Company’s isissued ~~not~~and inoutstanding ~~compliance~~shares ~~with~~of ~~Section~~common ~~1003(~~stock, par value $0.001 per share. The Certificate of Amendment was effective upon filing on April 27, 2011. The common stock commenced trading on the NYSE Amex Equities exchange on a~~)(i)~~ split-adjusted basis as of the ~~Exchange~~opening of trading on April 28, 2011. The common stock will continue to trade under the ticker symbol “ORS.” The Company’s stockholders, at the 2010 Annual Meeting of Stockholders, had previously authorized the Company’s ~~Guide~~Board of Directors (the “~~Company Guide~~Board”) ~~since~~to ~~the~~effect ~~Company~~a ~~reported~~reverse ~~stockholders’~~stock ~~equity~~split at a ratio of ~~less~~up ~~than~~to $2one-for-thirty ~~million~~to atbe ~~December~~determined 31by the Board. Following the reverse split, ~~2010~~the ~~and~~total ~~losses~~number ~~from~~of ~~continuing~~shares ~~operations~~outstanding ~~and~~will ~~net~~be ~~losses~~proportionately reduced in ~~its~~accordance ~~two~~with ~~most~~the ~~recent~~reverse ~~fiscal~~split. Further, ~~years~~any ~~ended~~outstanding ~~December 31~~options, ~~2010;~~warrants and ~~Section~~rights ~~1003(a)(iv)~~as of the ~~Company~~effective ~~Guide~~date ~~since~~that ~~the~~are ~~Company~~subject ~~sustained~~to ~~losses~~adjustment ~~which~~will ~~are~~be soadjusted ~~substantial~~accordingly. These inadjustments ~~relation~~may include adjustments to ~~its~~the ~~overall~~number ~~operations~~of shares of common stock that may be obtained upon exercise or ~~its~~conversion ~~existing~~of ~~financial~~these ~~resources~~securities, and the applicable exercise or ~~its~~purchase ~~financial~~price ~~condition~~as ~~has~~well ~~become~~as soother ~~impaired~~adjustments. There ~~that~~will itbe ~~appears~~no ~~questionable,~~change into the ~~opinion~~authorized shares of common stock of the ~~Exchange,~~Company as toa ~~whether~~result of the ~~Company~~reverse ~~will~~stock besplit. ~~able~~Any tofraction ~~continue~~of ~~operations~~a ~~and/or~~share ~~meet~~of ~~its~~common ~~obligations~~stock asthat ~~they~~would ~~mature~~otherwise have resulted from the reverse split will rounded up to the next whole share.

InThe ~~order to maintain its listing, the~~ Company’s ~~must~~transfer ~~submit~~agent ais ~~plan~~Corporate byStock ~~May~~Transfer. The ~~23,~~new ~~2011~~CUSIP ~~addressing~~number ~~how~~for itthe ~~intends~~post-reverse tocommon ~~regain~~stock ~~compliance~~will ~~with~~be ~~Section~~68749U ~~1003(a)(iv) by July 21, 2011 and Section 1003(a)(i) by October 21, 2011~~205.

~~The~~A ~~Exchange~~copy ~~also~~of ~~notified~~ the ~~Company~~Certificate ~~that~~of ~~due~~Amendment toof ~~its low selling price,~~ the Company'’s ~~common~~Certificate ~~stock may not be suitable for auction market trading. Therefore, in accordance with Section 1003(f)(v)~~ of ~~the~~Incorporation ~~Company~~is ~~Guide,.~~attached ~~the~~hereto ~~Company~~as ~~must~~Exhibit ~~effect a reverse split no later than July 21, 2011~~3.1.

AsItem a9.01. Financial ~~result~~Statements ~~of the foregoing, the Company became subject to the procedures~~ and ~~requirements of Section 1009 of the Company Guide~~Exhibits. ~~If the Exchange does not accept the Company’s plan of compliance, or if the Company fails to regain compliance within the specified time periods, the Exchange will initiate delisting proceedings.~~

The Company intends to comply with the letter and will timely submit a plan of compliance to the Exchange. The Company will also shortly effect a reverse split of its common stock to raise its selling price.

Item 8.01 Other Items.

On April 27, 2011, the Company issued a press release with respect to the notification. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

993.15 Certificate ~~Press~~of ~~Release~~Amendment, as filed with the Secretary of ~~Orsus~~State ~~Xelent~~of ~~Technologies,~~the ~~Inc.~~State of Delaware, ~~dated~~effective April 27, 2011.

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SIGNATURE

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

Dated: April 2728, 2011

ORSUS XELENT TECHNOLOGIES, INC. By: /s/ Hua Chen Name: Hua Chen Title: Chief Financial Officer

Name: Hua Chen

Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit No.	Description
99.1	Press Release of Orsus Xelent Technologies, Inc., dated April 27, 2011
3.5	Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, effective April 27, 2011

Filing Compare · Orsus Xelent Technologies Inc