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) July 22, 2010 (July 15,
2010)
ORSUS
XELENT TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33456
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20-1198142
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification)
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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)
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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(a)
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Dismissal
of independent registered public accounting
firm
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On
July 15, 2010, Bernstein & Pinchuk LLP (the “Former Auditors”) were
dismissed as the independent auditors of Orsus Xelent Technologies, Inc. (the
“Company”), effective
July 15, 2010. The Former Auditors have been the Company’s
auditors since August 10, 2009. The Audit Committee of the Board of
Directors of the Company (the “Audit Committee”) approved the
dismissal of the Former Auditors on July 15, 2010.
The
Former Auditors’ audit report on the Company’s consolidated financial statements
for each of the past 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 most recent fiscal years and through the subsequent interim period
on or prior to July 15, 2010, (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 July 22, 2010, is filed as Exhibit 16.1
hereto.
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(b)
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Engagement
of new independent registered public accounting
firm
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On July
15, 2010, the Audit Committee appointed Kabani & Company, Inc. as the
Company’s new independent auditors (the “New Auditors”), effective from
July 15, 2010.
During
the Company’s most recent fiscal years and subsequent interim period on or prior
to July 15, 2010, 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.
On July
22, 2010, the Company issued a press release announcing the dismissal of the
Former Auditors and the appointment of the New Auditors, a copy of which is
included as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit Number
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Description
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16.1
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Letter
dated July 22, 2010, from Bernstein & Pinchuk LLP to the Securities
and Exchange Commission.
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated
July 22, 2010.
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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: July 22,
2010
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ORSUS
XELENT TECHNOLOGIES, INC. |
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By:
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/s/
Guoji Liu |
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Name:
Guoji Liu |
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Title: Chief
Executive Officer |
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Exhibit
Index
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Exhibit Number
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Description
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16.1
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Letter
dated July 22, 2010, from Bernstein & Pinchuk LLP to the Securities
and Exchange Commission.
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated
July 22, 2010.
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