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) October 22, 2008 (October 17, 2008)

ORSUS XELENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-33456
20-1198142
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification)
 
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)
 
86-10-85653777
(Registrant's telephone number, including area code)

(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))
 
 
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Item 4.01 Changes in Registrant’s Certifying Accountant

(a)
Resignation of independent registered public accounting firm
 
On October 17, 2008, Mazars CPA Limited (the “Former Auditors”) resigned as the independent auditors of Orsus Xelent Technologies, Inc. (the “Company”). The Former Auditors have been the Company’s auditors since June 29, 2007. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) approved the resignation of the Former Auditors on October 21, 2008.
 
The Former Auditors’ audit report on the Company’s consolidated financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s two most recent fiscal years and through the subsequent interim period on or prior to October 17, 2008, (a) there were no disagreements between the Company and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditors, would have caused the Former Auditors to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K have occurred.
 
The Company has provided the Former Auditors with a copy of the disclosures in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and has requested that the Former Auditors furnish it with a letter addressed to the SEC stating whether the Former Auditors agree with the above statements and if not, stating the respects in which it does not agree. A copy of such letter, dated October 21, 2008, is filed as Exhibit 16.1 hereto.
 
(b)  
Engagement of new independent registered public accounting firm
 
The Audit Committee appointed PKF Certified Public Accountants as the Company’s new independent auditors (the “New Auditors”), effective from October 21, 2008.
 
During the Company’s two most recent fiscal years and subsequent interim period on or prior to October 21, 2008, the Company has not consulted with the New Auditors regarding the application of accounting principles to a specified transaction, either completed or proposed, or any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.
 
 
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Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
Description
   
16.1
Letter dated October 21, 2008, from Mazars CPA Limited to the Securities and Exchange Commission.
   
 
 
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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: October 21, 2008
 
ORSUS XELENT TECHNOLOGIES, INC.
 
By:  /s/ Wang Xin                                        
Name: Wang Xin
Title:   Chief Executive Officer


 
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Exhibit Index
 
Exhibit
Number
Exhibit Description
   
16.1
Letter dated October 21, 2008, from Mazars CPA Limited to the Securities and Exchange Commission.