UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Orsus Xelent Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-11998142
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
12th 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)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Common Stock, par value $0.001	American Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates: __________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

NONE 

(Title of class) 

(Title of class) 

Item 1. Description of Registrant's Securities to be Registered.

The following is a summary of the material terms of the common stock of Orsus Xelent Technologies, Inc., a Delaware corporation (the “Company”). This summary is subject to and qualified in its entirety by the Certificate of Incorporation and Bylaws of the Company, as amended, and by the applicable provisions of Delaware law.

Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Certificate of Incorporation of the Company.

Holders of common stock are entitled to share in all dividends that the Board of Directors of the Company (the “Board”), in its discretion, declares from legally available funds. Since inception the Company has not paid any dividends on its common stock. The Company currently does not anticipate paying any cash dividends in the foreseeable future on its common stock, when issued pursuant to this offering. Although the Company intends to retain our earnings, if any, to finance the exploration and growth of its business, the Board will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which the Board may deem relevant.

All of the issued and outstanding shares of the common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of the registrant's common stock are issued, the relative interests of existing stockholders will be diluted.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are listed on the American Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: May 9, 2007

ORSUS XELENT TECHNOLOGIES, INC.
By:	/s/ Wang Xin
	Name: Wang Xin
	Title:Chief Executive Officer