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~~July 2820, 2011

(~~April~~July 2714, 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 53.~~03.~~01 ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

OnAs ~~April~~previously ~~27,~~reported ~~2011,~~on ~~Orsus Xelent Technologies, Inc. (the “Company”) filed~~ a ~~Certificate~~Current ofReport ~~Amendment~~on ofForm ~~its Certificate of Incorporation to effect a one~~8-~~for-twelve~~K, ~~reverse~~filed ~~split~~with of the ~~Company’s~~Securities ~~issued~~ and ~~outstanding~~Exchange ~~shares~~Commission of(the ~~common~~“SEC”) ~~stock, par value $0.001 per share. The Certificate of Amendment was effective upon filing~~ on April 27, 2011~~. The~~, ~~common~~Orsus ~~stock~~Xelent ~~commenced~~Technologies, ~~trading~~Inc. on (the ~~NYSE~~“Company”) ~~Amex~~received ~~Equities exchange on~~ a ~~split-adjusted~~letter ~~basis~~from asNYSE ofAmex ~~the~~LLC ~~opening of trading on April 28, 2011. The common stock will continue to trade under~~ (the ~~ticker symbol~~ “~~ORS.~~Exchange” ~~The~~) ~~Company’s~~indicating ~~stockholders,~~that at the ~~2010~~Company ~~Annual~~was ~~Meeting~~not ofin ~~Stockholders,~~compliance ~~had~~with ~~previously~~(i) Section ~~authorized~~1003(a)(i) of the ~~Company~~Exchange’s ~~Board~~Company ofGuide ~~Directors~~ (the “~~Board~~Company Guide”) tosince ~~effect~~the aCompany ~~reverse~~had ~~stock~~reported ~~split~~stockholders’ atequity ~~a ratio~~ of upless tothan ~~one-for-thirty~~$2 tomillion beat ~~determined~~December ~~by the Board. Following the reverse split~~31, ~~the~~2010 ~~total~~and ~~number~~losses offrom ~~shares~~continuing ~~outstanding~~operations ~~will~~and benet ~~proportionately~~losses ~~reduced~~ in ~~accordance~~its ~~with~~two ~~the~~most ~~reverse~~recent ~~split. Further,~~fiscal ~~any~~years ~~outstanding~~ended ~~options~~December 31, ~~warrants~~2010; ~~and~~(ii) Section ~~rights~~1003(a)(iv) as of the ~~effective~~Company ~~date~~Guide ~~that~~since ~~are~~it ~~subject~~had tosustained ~~adjustment~~losses ~~will~~which bewere ~~adjusted~~so ~~accordingly. These~~substantial ~~adjustments~~in ~~may~~relation ~~include~~to ~~adjustments~~its tooverall ~~the~~operations ~~number~~or ofits ~~shares~~existing offinancial ~~common~~resources, ~~stock~~or ~~that~~its ~~may~~financial becondition ~~obtained~~had ~~upon~~become ~~exercise~~so orimpaired ~~conversion~~that ofit ~~these~~appeared ~~securities~~questionable, ~~and~~in the ~~applicable~~opinion ~~exercise~~of orthe ~~purchase~~Exchange, ~~price~~ as ~~well~~to aswhether ~~other~~the ~~adjustments. There~~Company ~~will~~would be noable ~~change~~ to ~~the~~continue ~~authorized~~operations ~~shares~~and/or ofmeet ~~common~~its ~~stock~~obligations ofas ~~the~~they ~~Company~~mature; asand a(iii) Section1003(f)(v) ~~result~~ of the ~~reverse~~Company ~~stock~~Guide, ~~split.~~since, ~~Any~~due ~~fraction~~to ofits alow ~~share~~selling ofprice, ~~common stock that would otherwise have resulted from~~ the ~~reverse~~Company's ~~split~~common ~~will~~stock ~~rounded~~was upnot tosuitable ~~the~~for ~~next~~auction ~~whole~~market ~~share~~trading.

The Company’s ~~transfer~~subsequently ~~agent~~submitted isa ~~Corporate~~plan ~~Stock~~to ~~Transfer. The~~the ~~new~~Exchange ~~CUSIP~~addressing ~~number~~how ~~for~~it ~~the~~intended ~~post-reverse~~to ~~common~~regain ~~stock~~compliance ~~will~~with beSections ~~68749U~~1003(a)(iv) ~~205~~and 1003(f)(v) by July 21, 2011 and Section 1003(a)(i) by October 21, 2011.

AOn ~~copy~~July of14, 2011, the ~~Certificate~~Company ofreceived ~~Amendment~~a letter the Exchange confirming the intent of the Exchange to strike the Company’s ~~Certificate~~common stock from the Exchange by filing a delisting application with the SEC, pursuant to Section 1009(d) of ~~Incorporation~~the isCompany ~~attached~~Guide. The ~~hereto~~staff asof ~~Exhibit~~the 3Exchange determined that the Company did not make a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) of the Company Guide by July 21, 2011.1.

~~Item~~The 9Company has until July 21, 2011 to submit a request to the Exchange for a hearing to appeal the delisting determination.~~01. Financial~~ The ~~Statements~~Company ~~and~~intends ~~Exhibits~~to timely request a hearing to appeal the determination of the Exchange.

Item 8.01 Other Items.

On July 20, 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

399.~~5 Certificate~~1 Press ofRelease ~~Amendment, as filed with the Secretary~~ of ~~State~~Orsus ofXelent ~~the~~Technologies, ~~State of Delaware~~Inc., ~~effective~~dated ~~April~~July 2720, 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: July ~~April 28~~20, 2011

	ORSUS XELENT TECHNOLOGIES, INC.

	By:	/s/ Hua Chen
		Name: Hua Chen
		Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit Number	Description
3.5	Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, effective April 27, 2011
99.1	Press Release of Orsus Xelent Technologies, Inc., dated July 20, 2011

Filing Compare · Orsus Xelent Technologies Inc