8-K

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 3, 2011

(December 30, 2010)

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 5.07. Submission of Matters to a Vote of Security Holders.

Three proposals were submitted to a vote of, and were approved by, the stockholders of Orsus Xelent Technologies, Inc. (the “Company”) at the 2010 annual meeting of stockholders, which was held on December 30, 2010.  The first proposal was for the election of five nominees to serve as directors of the Company until the end of their respective terms. The second proposal was to approve an amendment to the Company’s certificate of incorporation to implement a reverse stock split of the Company’s issued and outstanding common stock at an exchange ratio of up to one (1) for thirty (30).  The third proposal was to ratify the appointment of Kabani & Company, Inc. as the Company’s independent registered public accountants for the fiscal year 2010.  Additional information about the proposals can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2010.

Of the 30,256,000 shares of stock issued and outstanding and entitled to vote at the annual meeting, 23,135,125 shares were represented in person or by proxy, which constituted approximately 76.46% of the total votes entitled to be cast at the meeting.  Each share of common stock outstanding is entitled to one vote.

Proposal 1 – Election of Directors

The voting results for the election of Directors were as follows:

	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

There were no votes against any nominee.  There were 10,260,334 broker non-votes for this proposal.

Proposal 2 – Approval of an Amendment to the Certificate of Incorporation to Implement a Reverse Stock Split

The voting results for the approval of an amendment to the certificate of incorporation to implement a reverse stock split were as follows:

For: 21,245,730 Against: 1,785,973 Abstain: 103,422

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 3, 2011.

SIGNATURE

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

Dated: January 3, 2011

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

EXHIBIT INDEX

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

EX-99.1

Exhibit 99.1

Orsus Xelent Anticipates 2010 Sales of Approximately $25.1 Million and Small Fourth Quarter Profit;

Shareholders Approve Authorization for a Reverse Split

Beijing, China--(January 3, 2011)- - - Orsus Xelent Technologies, Inc. (NYSE Amex: ORS), a China-based designer and manufacturer of award-winning mobile phones for the Asian market, announced today the Company anticipates sales for the year ended December 31, 2010 of approximately $25.1 million (unaudited), compared with $77.4 million in 2009.  The Company said that preliminary unaudited results for the fourth quarter 2010 indicate sales in the period of $5.1 million, on which the Company achieved a small net profit of approximately $235,000.  As a consequence, the Company anticipates trimming its net loss in 2010 to ($349,775) compared with a reported net loss in 2009 of approximately ($6.4 million).  The Company expects to report audited results on March 31, 2011.

Competitive Environment

Mr. Guoji Liu, the CEO of the Company, explained that of the 400,950 cell phones sold by the Company in 2010, approximately 71% were low margin products sold for between RMB 500 to RMB 1,200, as the Company sought to maintain market position in the midst of the continuing market reshuffling by the major telecom carriers.  The overall number of cell phone users in China was up 15.7% during the year.  However, in the fourth quarter, as telecom networks were upgraded, competition was particularly fierce in smart phones on 3-G platforms as the telecom carriers launched a series of campaigns to build market share with ultra-cheap phones.  Low end CDMA phone sales also increased as many customers shifted to them from Xiao Linton phones.  According to Mr. Liu, the Company was slow to react to the shift in the market, and did not penetrate the carriers to gain subsidies achieved by other cell phone makers.

Hopeful About 2011

Looking ahead, Mr. Liu said, “In 2011 the Company will be more attuned to the needs of the carriers and cooperate with them on their needs for low-end devices.”  He added, “At the same time, we also will try to increase our sales of high-end devices to increase our profit margins.  To support this, we plan to spend more on R& D to build devices on advanced platforms in line with anticipated industry trends, and modulate our business strategy as we are hopeful we will achieve better results during the year.”

Other Matters

The Company reported that more than two-thirds of shareholders approved a proposal at the Annual Meeting of shareholders on December 30, 2010, to permit the Board of Directors to authorize a reverse split of the Company’s common stock with a ratio of up to 30 to 1.  Shareholders also elected five directors and approved the appointment of independent auditors.

About Orsus Xelent Technologies, Inc.

Incorporated in the State of Delaware and headquartered in Beijing, China, Orsus Xelent Technologies, Inc. is an emerging designer and manufacturer of award-winning mobile phones for the Asian market, primarily the People's Republic of China ("PRC"). The Company's business encompasses the design of mobile phones, related digital circuits, and software development, and it is a recognized pioneer in mobile phone integration technology. It introduced the region's first wristwatch-style cellular phone, and it continues to break new ground with state-of-the-art phones that include advanced features such as fingerprint recognition and touch-screen displays. The Company also is focused on developing and marketing, under its Proxlink trademark, special application mobile phones for specialized users in a wide variety of professions in business and government. Since the Company's launch in 2004, it has established "Orsus" as a popular brand and achieved a significant share of the world's largest mobile phone market. It maintains more than 179 service call centers across the PRC, with additional offices in Shanghai, Hong Kong, Shenzhen, and Tianjin. For more information, please visit the Company's web site: www.orsus-xelent.com.

Information Regarding Forward-Looking Statements

Except for historical information contained herein, the statements in this Press Release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, among other things, product demand, market competition, and risks inherent in our operations. These and other risks are described in our filings with the Securities and Exchange Commission.

Contact:

PRC

Orsus Xelent Technologies, Inc.

Guoji Liu

CEO

Tel: 010-85653777

Fax: 010-85653666