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) April 28, 2011

(April 27, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2011, Orsus Xelent Technologies, Inc. (the “Company”) filed a Certificate of Amendment of its Certificate of Incorporation to effect a one-for-twelve reverse split of the Company’s issued and outstanding shares of common 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 split-adjusted basis as of the 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 Board of Directors (the “Board”) to effect a reverse stock split at a ratio of up to one-for-thirty to be determined by the Board.  Following the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split.  Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted accordingly.  These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.  There will be no change to the authorized shares of common stock of the Company as a result of the reverse stock split. Any fraction of a share of common stock that would otherwise have resulted from the reverse split will rounded up to the next whole share.

The Company’s transfer agent is Corporate Stock Transfer.  The new CUSIP number for the post-reverse common stock will be 68749U 205.

A copy of the Certificate of Amendment of the Company’s Certificate of Incorporation is attached hereto as Exhibit 3.1.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits

3.5           Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, effective April 27, 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: April 28, 2011

ORSUS XELENT TECHNOLOGIES, INC.

By:       /s/ Hua Chen                                                

Name:  Hua Chen

Title:    Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.5	Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, effective April 27, 2011

EX-3.5

Exhibit 3.5

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ORSUS XELENT TECHNOLOGIES, INC.

It is hereby certified that:

1.  The name of the corporation (hereinafter called the "Corporation") is Orsus Xelent Technologies, Inc.

2.  The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 25, 2004, and was amended pursuant to a Certificate of Ownership and Merger, which was filed with the Secretary of State of the State of Delaware on April 7, 2005, and was further amended pursuant to that Certificate of Change of Registered Agent, which was filed with the Secretary of State of the State of Delaware on April 12, 2005.

3.  The Corporation effectuated a reverse stock split on a one (1) for twelve (12) basis (the “Reverse Stock Split”) on the issued and outstanding shares of its common stock, par value $.001 (the “Common Stock”).  Immediately prior to the Reverse Stock Split, on April 27, 2011, the aggregate number of issued and outstanding shares of Common Stock was 30,256,000.  As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock was 2,521,334.

4.  In connection with the Reverse Stock Split, the Certificate of Incorporation, as amended, is hereby further amended by striking out Article FOURTH in its entirety and replacing it with the following two paragraphs:

“FOURTH:  The total number of shares of stock which this corporation is authorized to issue is 110,000,000 of which 100,000,000 shares shall be Common Stock with a par value of $.001 and 10,000,000 shares shall be Preferred Stock with a par value of $.001.

Upon the filing and effectiveness (the "Effective Time") pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each twelve (12) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split. Shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates"), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding up of any fractional share interests as described above.

5.  The amendment of the Certificate of Incorporation of the Corporation herein certified was duly adopted, pursuant to the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on April 27, 2011

/s/ Hua Chen                                              

By:     Hua Chen

Title:  Chief Financial Officer