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) ~~January~~April 327, 2011

(~~December 30~~April 21, ~~2010~~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):

¨  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))

Item 53.~~07.~~01 Notice ~~Submission~~ of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

~~Three proposals~~On ~~were~~April ~~submitted to a vote of~~21, ~~and were approved by~~2011, ~~the stockholders of~~ Orsus Xelent Technologies, Inc. (the “Company”) atreceived ~~the~~a ~~2010~~letter ~~annual~~from ~~meeting~~NYSE ~~of stockholders,~~Amex ~~which~~LLC ~~was~~(the ~~held~~“Exchange”) onindicating ~~December~~that ~~30,~~the ~~2010. The~~Company ~~first~~is ~~proposal was~~not ~~for~~in ~~the~~compliance ~~election~~with Section 1003(a)(i) of ~~five~~the ~~nominees~~Exchange’s toCompany ~~serve~~Guide as(the ~~directors~~“Company ofGuide”) since the Company ~~until the~~reported ~~end~~stockholders’ equity of ~~their~~less ~~respective~~than ~~terms. The~~$2 ~~second~~million ~~proposal~~at ~~was~~December to31, ~~approve~~2010 ~~an amendment~~and tolosses ~~the~~from ~~Company’s~~continuing ~~certificate~~operations ofand ~~incorporation~~net tolosses ~~implement~~in aits ~~reverse stock~~two ~~split~~most ofrecent ~~the~~fiscal ~~Company’s~~years ~~issued~~ended December 31, 2010; and ~~outstanding~~Section ~~common~~1003(a)(iv) ~~stock~~of atthe anCompany ~~exchange ratio~~Guide ofsince upthe toCompany ~~one~~sustained ~~(1)~~losses ~~for~~which ~~thirty~~are ~~(30). The~~so ~~third~~substantial ~~proposal~~in ~~was~~relation to ~~ratify~~ ~~the~~its ~~appointment~~overall ofoperations ~~Kabani~~or &its ~~Company~~existing financial resources, ~~Inc.~~or asits ~~the~~financial ~~Company’s independent~~condition ~~registered~~has ~~public~~become ~~accountants~~so ~~for~~impaired ~~the~~that ~~fiscal~~it ~~year 2010. Additional~~appears ~~information~~questionable, ~~about~~in the ~~proposals~~opinion ~~can~~of bethe ~~found~~Exchange, inas to whether the Company’s ~~definitive~~will ~~proxy~~be ~~statement~~able ~~filed~~to ~~with~~continue ~~the~~operations ~~Securities~~ and/or ~~Exchange Commission~~meet onits ~~November~~obligations ~~12,~~as ~~2010~~they mature.

OfIn ~~the 30,256,000~~order ~~shares of stock issued and outstanding and entitled~~ to ~~vote~~maintain atits ~~the annual meeting~~listing, ~~23,135,125~~the ~~shares~~Company ~~were~~must ~~represented~~submit ina ~~person~~plan or by ~~proxy~~May 23, ~~which constituted~~2011 ~~approximately~~addressing ~~76.46%~~how ofit ~~the~~intends ~~total~~to ~~votes~~regain ~~entitled~~compliance towith beSection ~~cast~~1003(a)(iv) atby ~~the meeting. Each~~July ~~share~~21, of2011 ~~common~~and ~~stock~~Section ~~outstanding~~1003(a)(i) isby ~~entitled~~October to21, ~~one vote~~2011.

~~Proposal 1~~The –Exchange ~~Election~~also notified the Company that due to its low selling price, the Company's common stock may not be suitable for auction market trading. Therefore, in accordance with Section 1003(f)(v) of ~~Directors~~the Company Guide,. the Company must effect a reverse split no later than July 21, 2011.

~~The voting~~As ~~results~~a ~~for~~result of the ~~election~~foregoing, the Company became subject to the procedures and requirements of ~~Directors~~Section ~~were~~1009 asof ~~follows:~~the Company Guide. 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.

	Number of		Number of
	Shares Voted for		Shares Withheld
Guoji Liu		12,640,168		234,623
Liu Yu		12,620,694		254,097
Naizhong Che		12,617,918		256,873
Guowei Zhang		12,611,068		263,723
Changhui Guo		12,611,668		263,123

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.

~~There were~~Item ~~no votes against any nominee~~8. ~~There~~01 Other ~~were 10,260,334 broker non-votes for this proposal~~Items.

~~Proposal 2~~On –April ~~Approval~~27, of2011, anthe ~~Amendment~~Company issued a press release with respect to the ~~Certificate~~notification. A copy of ~~Incorporation~~the topress ~~Implement~~release ~~a Reverse~~is ~~Stock~~attached ~~Split~~hereto as Exhibit 99.1.

The ~~voting~~ ~~results~~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 ~~approval~~purposes of anSection ~~amendment~~18 toof the ~~certificate~~Securities Exchange Act of ~~incorporation~~ 1934, as amended (the “Exchange Act”) or otherwise subject to ~~implement~~the liabilities of that Section, nor shall it be incorporated by reference into a ~~reverse~~filing ~~stock~~under ~~split~~the ~~were~~Securities Act of 1933, or the Exchange Act, except as ~~follows:~~shall be expressly set forth by specific reference in such a filing.

~~For:~~Item ~~21,245,730~~9.01 Financial ~~Against:~~Statements ~~1,785,973~~and ~~Abstain: 103,422~~Exhibits.

There were no broker non-votes for this proposal.

Proposal 3 – Ratification of the Appointment of Kabani & Company, Inc.

The voting results for the ratification of the appointment of Kabani & Company, Inc. to serve as the Company’s independent registered public accountants for the fiscal year 2010 were as follows:

For: 20,924,687 Against: 935,861 Abstain: 1,274,577

There were no broker non-votes for this proposal.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press Release of Orsus Xelent Technologies, Inc., dated ~~January~~April 327, 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: ~~January~~ April 327, 2011

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

By: /s/ Hua Chen

Name: Hua Chen

Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number	Description
99.1	Press Release of Orsus Xelent Technologies, Inc., dated April 27, 2011	~~Press Release of Orsus Xelent Technologies, Inc., dated January 3, 2011.~~

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