- Current report filing (8-K)
August 14 2009 - 10:58AM
Edgar (US Regulatory)
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) August 14, 2009 (August 10,
2009)
ORSUS
XELENT TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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)
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Resignation
of independent registered public accounting
firm
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On
August 10, 2009, PKF Hong Kong Certified Public Accounts (PKF) (the “
Former Auditors
”) resigned as
the independent auditors of Orsus Xelent Technologies, Inc. (the “
Company
”), effective
August 10, 2009. The Former Auditors have been the Company’s
auditors since October 17, 2008. The Audit Committee of the Board of
Directors of the Company (the
“
Audit Committee
”) approved the
resignation of the Former Auditors on August 13, 2009.
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 August 10, 2009, (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 August 13, 2009, is filed as Exhibit 16.1
hereto.
(b)
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Engagement
of new independent registered public accounting
firm
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On August
13, 2009, the Audit Committee appointed Bernstein & Pinchuk LLP
(B&P) as the Company’s new independent auditors (the “
New Auditors
”), effective from
August 10, 2009.
During
the Company’s most recent fiscal years and subsequent interim period on or prior
to August 10, 2009, 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 August
14, 2009, the Company issued a press release announcing the resignation 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
Exhibit
Number
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Description
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|
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16.1
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Letter
dated August 13, 2009, from PKF Hong Kong Certified Public Accounts (PKF)
to the Securities and Exchange Commission.
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated August 14,
2009.
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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: August 14,
2009
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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
Exhibit
Number
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Exhibit
Description
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16.1
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Letter
dated August 13, 2009, from PKF Hong Kong Certified Public Accounts
(PKF) to the Securities and Exchange
Commission.
|
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99.1
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Press
Release of Orsus Xelent Technologies, Inc., dated August 14,
2009.
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