UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) 0f The Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): May 9, 2005
Orsus Xelent Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-117718 20-11998142
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
A-20G, Chengming Plaza
No. 2 Nan Da Street
Xicheng District
Beijing, China 100035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 86-10-83670505
(Former name or former address, if changed since last report)
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 - Changes in Registrant's Certifying Accountant
On May 9, 2005, Orsus Xelent Technologies (the "Company") dismissed
Gately & Associates, LLC as its independent registered public accounting firm.
The dismissal was the result of the change in control at the Company that
occurred in March 2005, as reported in the Company's Current Report on Form 8-K
filed on April 4, 2005. The Company's Board of Directors approved the dismissal
of Gately & Associates, LLC on May 9, 2005.
No accountant's report on the financial statements for either of the
past two (2) years contained an adverse opinion or a disclaimer of opinion or
was qualified or modified as to uncertainty, audit scope or accounting
principles, except for a going concern opinion expressing substantial doubt
about the ability of the Company to continue as a going concern.
During the Company's two most recent fiscal years (ended December 31,
2004 and 2003) and from January 1, 2005 to May 9, 2005, the date of dismissal,
there were no disagreements with the Company's independent registered accounting
firms on any matter of accounting principles or practices, financial disclosure,
or auditing scope or procedure. There were no reportable events, as described in
Item 304(a)(1)(iv)(B) of Regulation S-B, during the Company's two most recent
fiscal years (ended December 31, 2004 and 2003) and from January 1, 2005 to May
9, 2005, the date dismissal.
On May 9, 2005, the Company's Board of Directors approved the
appointment of Moores Rowland Mazars, Chartered Accountants/Certified Public
Accountants of Hong Kong as its independent registered public accounting firm to
audit its financial statements for fiscal year 2005.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements And Exhibits
(c) Exhibits. The following exhibit has been filed as a part of this Current
Report:
Exhibit
Number Description of Exhibit
------ ----------------------
16.1 Letter of Gately & Associates, LLC dated May 10,
2005, regarding change in certifying accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORSUS XELENT TECHNOLOGIES, INC.
By: /s/ Wang Xin
----------------------------
Chief Executive Officer
DATED: May 10, 2005