UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                                   000-117718
                            (Commission File Number)


                         Orsus Xelent Technologies, Inc.
             (Exact name of registrant as specified in its charter)


           Delaware                                              20-11998142
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)


                             A-20G, Chengming Plaza
                      No. 2 Nan Da Street, Xicheng District
                   Beijing, People's Republic of China 100035
               (Address of principal executive offices) (Zip Code)


                                 86-10-83670505
                           (Issuer's telephone number)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such reports,  and (2) has been subject to such
filing requirements for the past 90 days.

                                 [X] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date.

                                   29,756,000



<PAGE>
<TABLE>
<CAPTION>

                        PART I --- FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Statement of Operations.

Orsus Xelent Technologies, Inc.
Condensed Consolidated Statements of Operations
-----------------------------------------------------------------------------------------

                                                                        (Unaudited)
                                                                    Three months ended
                                                                        March 31,
                                                               --------------------------
                                                                      2005           2004
                                                         Note      US$'000        US$'000
<S>                                                            <C>            <C>

Operating revenues:                                                  1,500            670
                                                               -----------    -----------
Operating expenses:
    Cost of sales                                                    1,188            666
    Sales and marketing                                                294            154
    General and administrative                                         262             92
    Research and development                                            34            137
    Depreciation                                                        26              2
                                                               -----------    -----------

    Total operating expenses                                         1,804          1,051
                                                               -----------    -----------

Operating loss                                                        (304)          (381)
Interest expense                                                       (21)            (1)
Other income, net                                                      330              1
                                                               -----------    -----------

Income (loss) before income taxes and minority interest                  5           (381)
Income taxes                                               5          --             --
                                                               -----------    -----------

Income (loss) before minority interest                                   5           (381)
Minority interest                                                     --               32
                                                               -----------    -----------

Net income (loss)                                                        5           (349)
                                                               ===========    ===========

Earnings (loss) per share:                                4

Basic                                                                 0.02          (1.17)
                                                               ===========    ===========

Weighted average number of common stock outstanding             29,756,000     29,756,000
                                                               ===========    ===========
</TABLE>



The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements
--------------------------------------------------------------------------------


<PAGE>
<TABLE>
<CAPTION>

Orsus Xelent Technologies, Inc.
Condensed Consolidated Balance Sheets
-------------------------------------------------------------------------------------------------

                                                                      (Unaudited)
                                                                            As of          As of
                                                                        March 31,   December 31,
                                                                             2005           2004
                                                               Note       US$'000        US$'000
<S>                                                                  <C>            <C>
ASSETS
Current assets
    Cash and cash equivalents                                                 122            224
    Restricted cash                                                         2,680          2,333
    Accounts receivable - Trade                                             4,976          8,250
    Due from related company                                     7           --            3,319
    Inventories                                                             5,896          5,781
    Trade deposit paid                                                     12,926          8,126
    Other current assets                                                      209            210
                                                                     ------------   ------------

    Total current assets                                                   26,809         28,243

Property, plant and equipment, net                                          1,124            778
                                                                     ------------   ------------

Total assets                                                               27,933         29,021
                                                                     ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable - Trade                                               13,556         13,840
    Accrued expenses and other accrued liabilities                          1,286          1,103
    Trade deposits received                                                 1,552          2,487
    Due to directors                                             7            311            311
    Provision for warranty                                                    125            182
                                                                     ------------   ------------

    Total current liabilities                                              16,830         17,923
                                                                     ------------   ------------

Commitments and contingencies

Stockholders' equity Preferred stock, US$0.001 par value:
  Authorized: 100,000,000 shares, no shares issued                           --             --
Common stock and paid-in capital, US$0.001 par value:
  Authorized: 100,000,000 shares
  Issued and outstanding: 29,756,000 shares as of March 31,
    2005 and as of December 31, 2004                                           30             30
Additional paid-in capital                                                  2,484          2,484
Dedicated reserves                                                          1,042          1,042
Retained earnings (accumulated losses)                                      7,547          7,542
                                                                     ------------   ------------

Total stockholders' equity                                                 11,103         11,098
                                                                     ------------   ------------

Total liabilities and stockholders' equity                                 27,933         29,021
                                                                     ============   ============
</TABLE>



The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements
--------------------------------------------------------------------------------



<PAGE>

Orsus Xelent Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

                                                                (Unaudited)
                                                            Three months ended
                                                                 March 31,
                                                           --------------------
                                                               2005        2004
                                                            US$'000     US$'000
Cash flows from operating activities
Net income (loss)                                                 5        (349)
Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
    Depreciation                                                 26           2
Changes in assets and liabilities:
    Accounts receivable -trade                                3,274        (163)
    Inventories, net                                           (115)       (245)
    Trade deposit paid                                       (4,800)       (666)
    Other current assets                                          1        (160)
    Trade deposit received                                     (935)      2,231
    Accounts payable - trade                                   (284)       (110)
    Provision for warranty                                      (57)       --
    Accrued expenses and other accrued liabilities              183         (94)
                                                           --------    --------

Net cash (used in) provided by from operating activities     (2,702)        446
                                                           --------    --------


Cash flows from investing activities
    Purchase of property, plant and equipment                  (372)       (138)
    Repayment from a related company                          3,319         736
    Advance to directors                                       --           (57)
     Minority interests                                        --           512
    Increase in restricted cash                                (347)     (2,270)
                                                           --------    --------

Net cash from (used in) investing activities                  2,600      (1,217)
                                                           --------    --------


Cash flows from financing activities
    Advance from a related company                             --         1,795
                                                           --------    --------

Net cash from financing activities                             --         1,795
                                                           --------    --------

Net (decrease) increase in cash and cash equivalents           (102)      1,024

                                                           --------    --------
Cash and cash equivalents, beginning of the period              224         190
                                                           --------    --------

Cash and cash equivalents, end of the period                    122       1,214
                                                           ========    ========






The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements
--------------------------------------------------------------------------------


<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

1.   ORGANIZATION AND PRINCIPAL ACTIVITIES

     Orsus  Xelent  Technologies,  Inc.  ("ORXT"),  formerly  known as Universal
     Flirts Corp.  was organized  under the laws of the State of Delaware on May
     25, 2004. Through its subsidiary,  Universal Flirts,  Inc., ORXT engaged in
     developing and operating an online dating service.

     As described in Note 2 below, prior to the reorganization with United First
     International  Limited ("UFI"), a company incorporated in Hong Kong Special
     Administrative  Region of the People's  Republic of China (the  "PRC"),  on
     March 31, 2005,  ORXT was a development  stage company,  which,  other than
     providing an online dating  service,  has had no  operations  and revenues.
     [After  recapitalization,  ORXT exited the development stage in the quarter
     ended March 31, 2005.]

     Upon the  completion  of the  reorganization,  ORXT  assumed  the  business
     operations of UFI as primarily undertaken by its subsidiary,  Beijing Orsus
     Xelent Technologies & Trading Co., Limited ("Xelent") (English  translation
     for identification purpose only), an enterprise established in Beijing, the
     "PRC" that is engaged in the business of designing for retail and wholesale
     distribution  cellular  phones.  Xelent  had a  55%  interest  in  Shanghai
     Sapphine  Telecom Tech Co.,  Ltd.  ("Sapphine")  (English  translation  for
     identification purpose only), a company engaged in research and development
     of cellular  phones which was  incorporated in the PRC. On August 19, 2004,
     the owners of Sapphine signed an agreement to liquidate Sapphine.


2.   REORGANIZATION

     a)   Reorganization

          On March 18, 2005, the board of directors  approved a four-one forward
          split of its issued and outstanding common stock with a record date of
          March 28, 2005.

          Pursuant  to Stock  Transfer  Agreement  dated  March 29,  2005,  ORXT
          transferred all of the common stock of Universal  Flirts,  Inc. to Mr.
          Darrell Lerner in exchange for the  cancellation of 28,200,000  shares
          of ORXT's common stock. Immediately, ORXT had 14,756,000 shares of its
          common stock outstanding.

     b)   Recapitalization

          Effective  on  March  31,  2005,   ORXT  completed  a  stock  exchange
          transaction with the  stockholders of UFI.  Pursuant to the Securities
          Exchange Agreement,  ORXT issued 15,000,000 shares of its common stock
          to the  stockholders  of UFI, in exchange for  20,000,000  outstanding
          shares of UFI and cash  payment of  US$50,000  from UFI.  After giving
          effect to the exchange, ORXT had 29,756,000 shares of its common stock
          outstanding.  As a result of the exchange,  UFI became a  wholly-owned
          subsidiary of ORXT.


<PAGE>


Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

2.   REORGANIZATION (CONTINUED)

     b)   Recapitalization (Continued)

          For  accounting  purposes,  the  transaction  has  been  treated  as a
          recapitalization  of UFI with ORXT  being the legal  survivor  and UFI
          being the accounting  survivor and the operating entity.  That is, the
          historical  financial  statements prior to March 31, 2005 are those of
          UFI, even though they are labeled as those of ORXT.  Retained earnings
          of  the  accounting  survivor,  UFI,  is  carried  forward  after  the
          recapitalization.  Operations prior to the  recapitalization are those
          of the accounting survivor,  UFI. Earnings per share for periods prior
          to the  recapitalization are restated to reflect the equivalent number
          of  shares.   Upon  completion  of  the  transaction,   the  financial
          statements become those of the operating company,  with adjustments to
          reflect   the  changes  in  equity   structure   and  receipt  of  the
          assets/liabilities  of  the  public  shell,  ORXT.  Accordingly,   the
          Company's  stockholders'  equity  as of  December  31,  2004  has been
          recapitalized and restated.

          Following  the  recapitalization,  ORXT  held 100% of the  issued  and
          outstanding shares of UFI and UFI became a wholly-owned  subsidiary of
          ORXT. In this report,  ORXT, UFI, Xelent and Sapphine are collectively
          referred to as the "Company".

     c)   Merger under common control

          UFI was  incorporated  in Hong Kong on  September 8, 2004 and was 20%,
          40% and 40% owned by Mr.  Wang Xin,  Mr.  Liu Yu and Mr.  Wang  Zhibin
          respectively. UFI has had no operations since its incorporation.

          Pursuant to the  agreement  entered into between UFI and Mr. Wang Xin,
          Mr. Liu Yu and Mr. Wang Zhibin,  who owned 20%, 40% and 40%  interests
          respectively  in Xelent on November 1, 2004, UFI  consummated a merger
          with  Xelent,  and paid  USD1,207,000,  to all  owners of  Xelent,  in
          exchange   for  all  their   beneficial   interests  in  Xelent  ("the
          Agreement"). Xelent was established in the PRC on May 6, 2003 as a PRC
          company with limited  liability.  The  principal  activities of Xelent
          were the  development  of cellular  phones  software  and  technology,
          including the design and trading of cellular phones.

          On November 3, 2004,  the Beijing  Municipal  Bureau of Commerce  (the
          "Bureau")  approved the transfer of interests and the  application for
          the change of Xelent's  status to a  wholly-owned  foreign  investment
          enterprise  ("WOFIE")  with limited  liability.  Upon  granting  WOFIE
          status,  the operating  period of Xelent was for an initial term of 10
          years until November 9, 2014 and UFI became the sole registered  owner
          of Xelent.

          Consistent  with the  provisions of Statement of Financial  Accounting
          Standards  ("SFAS") No. 141 "Business  Combination",  transfers of net
          assets or exchanges of equity interests  between entities under common
          control  do not  constitute  business  combinations.  Because  UFI and
          Xelent were  beneficially  owned by the same  stockholders  group, Mr.
          Wang Xin, Mr. Liu Yu and Mr. Wang Zhibin, immediately before and after
          the combination, the Agreement has been accounted for as a combination
          of  entities  under  common  control on a  historical  cost basis in a
          manner similar to a pooling of interests.  In accordance  with USGAAP,
          the  accompanying  financial  statements  of  the  Company  have  been
          prepared as if the Merger had occurred  and UFI had been  incorporated
          at the beginning of the earliest period presented, as of May 6, 2003.


<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

3.   PREPARATION OF INTERIM FINANCIAL STATEMENTS

     The accompanying  unaudited condensed  consolidated financial statements as
     of March 31, 2005 and 2004 have been  prepared  based upon  Securities  and
     Exchange  Commission  ("SEC")  rules that  permit  reduced  disclosure  for
     interim periods and include, in the opinion of management,  all adjustments
     (consisting  of  normal   recurring   adjustments  and   reclassifications)
     necessary to present fairly the financial  position,  results of operations
     and cash flows for the periods presented.

     Certain information and footnote disclosures normally included in financial
     statements  prepared in accordance  with  accounting  principles  generally
     accepted in the United  States of America  ("USA")  have been  condensed or
     omitted.  These condensed  consolidated financial statements should be read
     in  conjunction  with the audited  financial  statements  and notes thereto
     incorporated  by reference in the Company's  Form 10-KSB for the year ended
     December  31,  2004  filed on  February  11,  2005 and Form  8-K/A  for the
     information  of Xelent filed on May 19, 2005. The results of operations for
     the  three-month  periods ended March 31, 2005 and 2004 are not necessarily
     indicative of the operating results to be expected for the full year.

     The condensed  consolidated financial statements and accompanying notes are
     presented  in  United  States  dollars  and  prepared  in  conformity  with
     accounting  principles  generally  accepted  in the  USA  ("USGAAP")  which
     requires  management to make certain  estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of financial statements and the reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.


4.   EARNINGS (LOSS) PER SHARE

     Basic earnings (loss) per share is computed based upon the weighted average
     number of shares of common stock outstanding during each period as restated
     as a result of the  recapitalization as described in Note 2. The 29,756,000
     shares  in  connection  with  the  recapitalization  were  included  in the
     computation of earnings (loss) per share as if outstanding at the beginning
     of each period presented.

     The Company  had no  potential  common  stock  instruments  with a dilutive
     effect for any  period  presented,  therefore  basic and  diluted  earnings
     (loss) per share are the same.




<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

5.   INCOME TAXES

     The Company is subject to income taxes on an entity basis on income arising
     in or derived from the tax jurisdictions in which it operates.

     ORXT had a net  operating  loss  carry-forward  for  income  tax  reporting
     purposes of  approximately  US$64,292  that might be offset  against future
     taxable  income.  These net operating loss  carry-forwards  are expected to
     become  severely  limited  in future  years if the  Company  experiences  a
     control change.  Therefore,  following the recapitalization as mentioned in
     Note 2, the amount  available  to offset  future  taxable  income  might be
     limited.  No tax benefit has been  reported  in the  financial  statements,
     because   the  Company   believes   there  is  more  likely  than  not  the
     carry-forwards will be limited.  Accordingly, the potential tax benefits of
     the loss  carry-forwards  are offset by a valuation  allowance  of the same
     amount.

     No provision for withholding or United States federal or state income taxes
     or  tax  benefits  on  the  undistributed  earnings  and/or  losses  of the
     Company's   subsidiaries  has  been  provided  as  the  earnings  of  these
     subsidiaries,  in  the  opinion  of  the  management,  will  be  reinvested
     indefinitely. Determination of the amount of unrecognized deferred taxes on
     these earnings is not practical,  however, unrecognized foreign tax credits
     would be available to reduce a portion of the tax liability.

     UFI was  incorporated  in Hong Kong and has no  assessable  profit  for the
     periods  presented.  All of the  Company's  income is  generated  in PRC by
     Xelent.  Since Xelent has registered as a wholly-owned  foreign  investment
     enterprise ("WOFIE"),  it is subject to tax laws applicable to WOFIE in the
     PRC and is fully exempt from the PRC  enterprise  income tax of 33% for two
     years followed by a 50% reduction for the next three years, commencing with
     fiscal year 2005.

     The reconciliation of PRC statutory income to the effective income tax rate
     based on income stated in the statements of operations is as follows:

                                                                 (Unaudited)
                                                             Three months ended
                                                                  March 31,
                                                            --------------------
                                                                2005       2004
                                                                   %          %

     Statutory rate                                               33         33

     Tax exemption                                               (33)

     Tax losses                                                 --          (33)
                                                            --------    -------

                                                                --         --
                                                            ========    =======


<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

6.   CONCENTRATIONS

     The Company is engaged  principally in the  development of cellular  phones
     software  and  technology,  including  the design and  trading of  cellular
     phones for sale  primarily  to two dealers in the PRC.  Although  there are
     multiple sources of supply of raw materials, the Company buys certain major
     materials from few major suppliers.  In addition,  the Company subcontracts
     assembly works of cellular phones mainly to two  subcontracting  factories.
     Management  believes that the sole agent arrangement gives the dealers more
     incentive  to promote  the  Company's  products  and  reduce the  Company's
     exposure to the distribution market. Time would be required to locate other
     qualified  suppliers and subcontracting  factories,  which could,  however,
     cause a delay  in  manufacturing  and may be  disruptive  to the  Company's
     operations.

     Customers accounted for over 10% of the Company's operating revenues are as
     follows:

                                                                  (Unaudited)
                                                              Three months ended
                                                                   March 31,
                                                             -------------------
                                                                 2005       2004
                                                                    %          %

     Customer A                                                    68       --

     Customer B                                                    32       --

     Customer G                                                  --           36

     Customer H                                                  --           25
                                                             ========   ========

     Trade  deposits  received and trade  receivable  balances  related to these
     customers  were   US$1,546,000  and  US$4,976,000  as  of  March  31,  2005
     respectively  and  US$2,487,000  and  US$8,250,000  as of December 31, 2004
     respectively.



<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

     Suppliers accounted for over 10% of the Company's purchases are as follows:

                                                                  (Unaudited)
                                                              Three months ended
                                                                   March 31,
                                                             -------------------
                                                                 2005       2004
                                                                    %          %

     Supplier A                                                    21       --

     Supplier B                                                    24       --

     Supplier D                                                    14       --

     Supplier G                                                  --          100
                                                             ========   ========




     Trade deposits paid and trade payable  balances  related to these suppliers
     were  US$1,049,000 and  US$1,270,000 as of March 31, 2005  respectively and
     US$1,665,000 and US$1,077,000 as of December 31, 2004 respectively.













<PAGE>
<TABLE>
<CAPTION>


Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

7.   RELATED PARTY TRANSACTION

     a.   Name and relationship of related parties

          Related party                                       Existing relationship with the Company
          -------------                                       --------------------------------------
          <S>                                                 <C>
          Mr. Wang Xin                                        Director and stockholder of the Company
          Mr. Liu Yu                                          Director and stockholder of the Company
          Mr. Wang Zhibin                                     Director and stockholder of the Company
          Beijing Huan Yitong Tech & Trading Co., Ltd.*       A company owned by Mr. Liu Yu and Mr.
                                                                Wang Zhibin
          </TABLE>

          *    English translation for identification purpose only

     b.   Summary of related party balance

<TABLE>
<CAPTION>
                                                                 As of          As of
                                                             March 31,   December 31,
                                                                  2005           2004
                                                   Note        US$'000        US$'000

     <S>                                                  <C>            <C>

     Due from related company

     Beijing Huan Yitong Tech & Trading Co., Ltd.                  --           3,319
                                                          ============   ============
     Due to directors
                                                    (i)
     Mr. Wang Xin, Mr. Liu Yu and Mr. Wang Zhibin                  311            311
                                                          ============   ============
     </TABLE>





<PAGE>

Orsus Xelent Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

     c.   Summary of related party transactions

                                                                (Unaudited)
                                                            Three months ended
                                                                  March 31
                                                           ---------------------
                                                                2005        2004
                                                             USD'000     USD'000


     Repayment from related company
     Beijing Huan Yitong Tech & Trading Co., Ltd.              3,319        --
                                                           =========   =========

     Advance from related company
     Beijing Huan Yitong Tech & Trading Co., Ltd.               --         1,795
                                                           =========   =========

      Note:
      -----

     (i) The amounts due to directors are unsecured, interest-free and repayable
     on demand.


<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND  PLAN  OF
OPERATIONS

The following is  management's  discussion  and analysis of certain  significant
factors that have affected our financial  position and operating  results during
the periods included in the accompanying  consolidated financial statements,  as
well as information relating to the plans of our current management. This report
includes   forward-looking   statements.   Generally,   the  words   "believes,"
"anticipates,"   "may,"  "will,"  "should,"  "expect,"   "intend,"   "estimate,"
"continue,"  and  similar  expressions  or the  negative  thereof or  comparable
terminology are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties,  including the matters set forth
in this report or other  reports or  documents we file with the  Securities  and
Exchange  Commission  from time to time,  which  could cause  actual  results or
outcomes to differ materially from those projected. Undue reliance should not be
placed  on  these  forward-looking  statements  that  speak  only as of the date
hereof. We undertake no obligation to update these forward-looking statements.

The following  discussion and analysis  should be read in  conjunction  with our
consolidated  financial  statements  and the  related  notes  thereto  and other
financial information contained elsewhere in this Form 10-Q.

OVERVIEW

Universal  Flirts Corp. was organized under the laws of State of Delaware in May
2004.  On June 1, 2004,  the  Company  acquired  all the issued and  outstanding
shares of Universal Flirts Inc., a New York corporation, from Darrel Lerner, the
sole  shareholder,  in consideration for the issuance of 8,500,000 shares of the
Company's  common stock to Mr.  Lerner  pursuant to a stock  exchange  agreement
between  Universal  Flirts Inc.  and the  Company.  Pursuant to the purchase and
share  exchange  transaction,  Universal  Flirts  Inc.  became the  wholly-owned
subsidiary of the Company.

Pursuant  to  Stock  Transfer  Agreement  dated  March  29,  2005,  the  Company
transferred  all of the common stock of Universal  Flirts,  Inc. to Mr.  Darrell
Lerner in exchange for the  cancellation  of 28,200,000  shares of the Company's
common stock. Immediately, the Company had 14,756,000 shares of its common stock
outstanding.

On March 31, 2005, Universal Flirts Corp. completed a stock exchange transaction
with  the  stockholders  of  United  First  International   Limited,  a  company
incorporated under the laws of Hong Kong ("UFIL").  The exchange was consummated
under the laws of State of  Delaware  and  pursuant  to the terms of  Securities
Exchange Agreement ("Exchange  Agreement") dated effective as of March 31, 2005.
In connection  with its  acquisition of UFIL, the Company also  authorized a 4-1
forward split of its common stock.

Pursuant to the Exchange  Agreement,  Universal Flirts Corp.  issued  15,000,000
shares of its  common  stock,  $0.001 par value,  to the  stockholders  of UFIL,
representing approximately 50.41% of the Company's issued and outstanding common
stock, in exchange for 20,000,000 outstanding shares of UFIL and cash payment of
$50,000 from UFIL.  Immediately after giving effect to the exchange, the Company
had 29,756,000 shares of its common stock outstanding.

Pursuant to the exchange,  UFIL became a wholly-owned  subsidiary of the Company
and all of the Company's  business  operations are now conducted  through UFIL's
wholly-owned  subsidiary,  Beijing  Orsus Xelent  Technology  & Trading  Company
Limited ("Xelent").

The  business  operation  of UFIL is primarily  undertaken  by its  wholly-owned
subsidiary,  Xelent.  Xelent have been engaged since May 2003 in the business of
designing for retail and wholesale  distribution  economically  priced  cellular
phones. In February 2004, Xelent registered "ORSUS" with the Sate Administration


<PAGE>
<TABLE>
<CAPTION>

for  Industry  and  Commerce  as its  product  trademark,  also  know as  "Orsus
Cellular" within the industry.  Orsus cellular are  traditionally  equipped with
leading  features  including  dual display,  internal  1.8-inch  color  display,
30-second video recording, 300K pixel photography,  e-mail messaging, multimedia
messaging,   40  ring  tone  storage,   flip-phone   technology  and  innovative
lightweight design.  Since the first Orsus cellular launched the market in April
2004, approximately 500,000 units had been sold, and it represents approximately
1% of the market in the  People's  Republic  of China (the  "PRC") for  cellular
phones in 2004.

According  to  research  conducted  by Nokia  China,  in 2004,  the PRC added 64
million mobile phone users,  bringing total year-end subscribers to 334 million,
the  largest of any nation in the world.  This  number is expected to reach over
500 million by 2007. With the market in the PRC for cellular phones continues to
develop,  Xelent is gradually introducing an advanced product line incorporating
the new 3G (Third Generation)  high-speed mobile technology.  This technology is
expected to be approved by the Chinese  government in 2005 and, according to The
China Ministry of Information Industry, amount to a US$120 billion market in the
PRC by year-end.

BUSINESS REVIEW

During the first quarter of 2004,  the Company  mainly engaged in the trading of
cellular  phones  business.  Since April 2004, the Company has  diversified  its
business into the research and  manufacture  of cellular  phones.  This business
strategy was  successful  and brought a sharp  increase of revenues in remaining
three quarters of 2004.

Since the 4th quarter 2004, the growth rate of the cellular phones market in the
PRC has slowed down. In response to the fierce  competition  in the PRC cellular
market,  we enhanced  the quality and  function of our  products to increase the
competitive edge. With our new research platform, namely AGERE and MTK, we could
develop  a series of low to  moderately  priced  new  products  with  innovative
functions,  such as multi-media to meet the rapid change in the market. Although
the overall operating environment would be difficult in this year, we expect the
revenues and earnings will demonstrate steady growth in 2005.

Three months ended March 31, 2005
<S>                              <C>        <C>              <C>        <C>             <C>        <C>
-------------------------------- --------------------------- -------------------------- -------------------------
                                 1st quarter 2005            1st quarter 2004           Comparison
-------------------------------- --------------------------- -------------------------- -------------------------
                                 $' 000     % of revenue     $' 000     % of revenue    $'000      %
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Revenues                         1,500                       670                        830        123.88%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Cost of sales                    1,188      79.20%           666        99.40%          522        78.38%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Sales & Marketing expenses       294        19.60%           154        22.99%          140        90.91%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
General & Admin expenses         262        17.47%           92         13.73%          170        184.78%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
R&D expenses                     34         2.27%            137        20.45%          -103       -75.18%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Depreciation & Amortization      26         1.73%            2          0.30%           24         1200.00%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Interest expenses                21         1.40%            1          0.15%           20         2000.00%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Other income, net                330        22.00%           1          0.15%           329        32900.00%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Income (loss) before tax         5          0.30%            (381)      56.87%          386        NIL
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Income taxes                     0          0                0          0               0          0
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Minority interest                0          0                32         4.78%           -32        -100%
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
Net income (loss)                5          0.30%            (349)      52.09%          354        NIL
-------------------------------- ---------- ---------------- ---------- --------------- ---------- --------------
</TABLE>



<PAGE>

Our net  revenues  during the three  months  period  ended  March 31,  2005 were
derived from the sales of cellular phones  particularly  model FG 830, OS850 and
OS85.  Our major  customers,  who are also our strategic  partners,  include CEC
Cellular  Limited  (CECM) and Beijing  Xingwang  Shidai Tech & Trading Co., Ltd.
(XWSD).

Our products  combine many of the  currently  popular  "flip-phone"  technology,
dual-display,   short  message  sending  (SMS),  email  message  sending  (EMS),
multi-media  message sending (MMS) and camera  functions.  Our revenue generated
from  sales in the first  quarter  were  $1,500,000,  up from  $670,000  for the
corresponding  period of the previous  year.  As  mentioned,  we started our new
business  strategy in April 2004. We continue to deepen our  penetration  in the
domestic  market  where we  already  have a strong  presence  with the  expected
launching of 3G network in the PRC in 2005,  we strongly  believe that our sales
will maintain an increasing trend and our gross margin will be improved with the
optimization of supply chain and enhanced usage of raw materials.

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities. On an on-going basis, we evaluate our estimates based on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

RESULTS OF OPERATION

>> Revenues

Our  revenues  were  $1,500,000  for the three  months  ended  March  31,  2005,
representing  an increase of 123.88% as compared to the same period in 2004. The
tremendous  increase was primarily due to the change in our business model since
April  2004.  In last year first  quarter,  we were  engaged  in the  trading of
cellular phones. Until April 2004, our first self-produced  product was launched
into the market.  Up to this quarter,  we have ten models of cellular phones are
available  in the  market.  As long as the  growth  in our R&D  capabilities  in
developing new products and manufacturing  management,  our revenues are now all
generated  from the  self-manufactured  products.  Since the business  model had
changed,  all the results of operation in this quarter,  including the revenues,
cost of sales and sales and marketing expenses, are not comparable with those in
the corresponding period in last year.

Comparing with the  second-half  of 2004, our revenues had dropped  significant,
from US$17,923,000 in the 4th quarter of 2004 to US$1,500,000 this quarter.  The
significant decline in the revenues was primarily due to the intense competition
in the PRC  cellular  phones  market.  Both  large  and  small  cellular  phones
manufacturers   expanded  their  production  capacities  to  capture  the  large
developing  cellular  phones  market  in the  PRC  and a  larger  market  share.
Nevertheless,  the growth of the cellular phones market in the PRC's slowed down
in the  second-half of 2004,  leading to an oversupply of cellular phones in the
market, which also caused the decrease in average selling price.

Additionally,  the  significant  decline in revenues was also  resulted from the
fact that only one new model was launched into market in this quarter.  Owing to
the keen competition and high technology involved, cellular phones manufacturers
have to speed up the product rollout in order to maintain its profit.  These led
to a  shortened  product  life cycle and also a reduction  in profit  margin for
cellular phones  manufacturers.  To enhance our competitive edge in long-run, we
explored  new  platforms  this  quarter  so as to  develop  a  series  of low to
moderately  priced new products with innovative  functions,  such as multi-media
and music to meet the rapid change in the market.


<PAGE>

Although  reduction new products  rollout this quarter caused the decline in our
revenues,  we believe the revenue  growth will be improved in the second quarter
of 2005. We will accelerate the speed of product launch to market to enhance our
gross margin through innovative  products.  We plan to introduce a series of new
products with innovative  functions,  such as music (MP3,  MPEG4),  multi-media,
over one mega pixeles camera and intelligent handwriting features.  Although the
overall  operating  environment  is difficult in this year,  we believe that our
revenues  in 2005 will  achieve a steady  growth  through  the  introduction  of
innovative features cellular phones with low and moderate price to penetrate the
market and strengthen the brand awareness.

Breakdown by products

For the first three months ended March 31, 2005, our revenues are mainly
generated from the sales of the following products:

--------------------------- ----------------------------------------------------
                            2005
--------------------------- ----------------------------------------------------
                            $'000                       % of revenue
--------------------------- --------------------------- ------------------------
FG 830                      797                         53%
--------------------------- --------------------------- ------------------------
OS 850                      254                         17%
--------------------------- --------------------------- ------------------------
OS85                        168                         11%
--------------------------- --------------------------- ------------------------

The sales of FG830 was  $797,000 in the 1st quarter  2005,  represents  a 53% of
revenue,  it is the major source of revenue due to (i) Right market  positioning
as the product is correctly  priced for lower to middle income groups,  even for
college students,  the demand is strong (ii) Proven quality and  multi-functions
satisfy customers who are looking for an affordable modern cellular phones.

Breakdown by customers

-------------------------------------------------------- -----------------------
                                                         2005
-------------------------------------------------------- -----------------------
                                                         $'000      % of revenue
-------------------------------------------------------- ---------- ------------
CEC Cellular Limited                                     1,012      68%
-------------------------------------------------------- ---------- ------------
Beijing Xingwang Shidai Tech & Trading Co., Ltd.         482        32%
-------------------------------------------------------- ---------- ------------

Our revenues were primarily derived from two major customers, also our strategic
partners, CECM and XWSD. For the three months ended March 31, 2005, our revenues
generated from CEC Cellular  Limited ("CECM") and Beijing Xingwang Shidai Tech &
Trading Co., Ltd.  ("XWSD") were  $1,012,000 and $ 482,000  respectively,  which
representing  a 68%  and 32% of the  revenue  respectively.  We  have  set up of
strategic partnership with these two companies, both are provincial and national
distributors  and dealers,  and the sales networks cover most of the main cities
all over the PRC. In the first quarter of 2004,  we sold the cellular  phones in
various  provincial  distributors  and dealers.  We had thirteen main  customers
during the first quarter of 2004.  The  customers  accounted for over 10% of our
revenues were Shanxi Gaoxun, Anhui Taiyangxing and Hangzhou Tongda, who accounts
for 36%, 25% and 8% of total revenue respectively.



<PAGE>
<TABLE>
<CAPTION>

>> OPERATING EXPENSES

Operating expenses mainly include sales and marketing expenses, general and
administrative expenses and R & D expenses for three months ended March 31,
2005.

<S>                      <C>       <C>                <C>         <C>              <C>        <C>
------------------------ ---------------------------- ---------------------------- -----------------------
                         2005                         2004                         Comparison
------------------------ ---------------------------- ---------------------------- -----------------------
                         $'000     % of revenue       $'000       % of revenue     $'000      %
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
Cost of sales            1,188     79.20%             666         99.40%           522        78.38%
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
Sales & marketing        294       19.60%             154         22.99%           140        90.91%
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
General & admin          262       17.47%             92          13.73%           170        184.78%
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
R&D                      34        2.27%              137         20.45%           -103       -75.18%
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
Total                    1,778                        1,049                        729        69.49%
------------------------ --------- ------------------ ----------- ---------------- ---------- ------------
</TABLE>

Cost of sales

For the three months ended March 31,  2005,  our cost of sales were  $1,188,000,
representing  79.20%  of  revenue,  compared  to  $666,000  and  99.40%  of  the
corresponding period of last year respectively.  The percentage as of revenue of
the reporting period decreased due to that the Company was mainly engaged in the
trading business,  i.e. selling of finished cellular phones in the first quarter
2004. Since April 2004, the Company has switched its business nature,  to design
and produce its own  cellular  phones.  This  change in  business  nature  makes
revenue,  costs and relevant  expenses  became not comparable  with those in the
corresponding period in last year.

Sales and marketing expenses

Sales and marketing expenses mainly represent the free-gift and product model to
customers and dealers respectively,  cost of provision for after-sales services,
remunerations  for sales  personnel  and  travel  expenses  related  to sales of
products and development of market.

For the three months ended March 31, 2005,  sales and  marketing  expenses  were
$294,000,  accounting for 19.60% of the total revenues, as compared to $154,000,
or 22.99% of total  revenues  for the  corresponding  period in 2004.  Sales and
marketing expenses had a period-to-period increase of 90.91%.

Sales  and  marketing  expenses  are  correlated  to  the  change  in  revenues.
Particularly,  there was no free-gift and provision for after-sales services for
the trading  activities  during the first quarter of 2004. The increase in sales
and  marketing  expenses  was also  resulting  from our  efforts  to expand  our
business   range,   penetrate   into  new  markets  and  set  up  branches   and
representative offices. We have increased three representative offices from Mach
2004 to March  2005.  We expect  the  expenditures  in the  sales and  marketing
expenses would being benefit to our income growth in the coming quarters as well
as strengthen our brand in long-run.

R&D expenses

The R&D cost was  $34,000  for the three  months  ended  March 31,  2005,  which
represents   2.27%  of  total   revenue,   compared  with  $137,000  and  20.45%
respectively  in the same  period in 2004.  R&D  expenses  incurred in the first
quarter of 2004 mainly  represented the ADI platform  development  expense which
was  expensed  when  incurred,  even though this  platform  has been  adopted in
various  products  which were  manufactured  throughout  the whole year of 2004.
Currently new platforms,  namely AGERE and MTK, are under  developing  stage and
have not been put into  manufacture  yet. The Company only  incurred for general
R&D expenses like testing fee etc during this quarter.

The Company has very  flexible R&D  strategies  to response to the market timely
and quickly. We are planning to introduce four to five models of cellular phones

<PAGE>

in May and June,  for example M36,  OS2046,  OS7680 and M70+,  the new platforms
would be  utilized  in these  new  products.  We  expect  the R&D cost  would be
increased  throughout  the rest of the year. We believe that our R&D  activities
will strengthen our technologies, reduce the costs of existing products and also
provide future revenue streams through the launch of new innovative products.

General and administrative expenses

General and  administrative  expenses  consist  primarily  of  compensation  for
personnel,   travel   expenses,   materials   expenses   related   to   ordinary
administration and fees for professional services.

For the three months ended March 31, 2005, general and administrative expenses
were $262,000, accounting for 17.47% of the total revenues, as compared to
$92,000, or 13.73% of the total revenues for the corresponding period in 2004.
General and administrative expenses had a period-to-period increase of 184.78%.

The  increase  in  general  & admin  expenses  was due to the  expansion  of the
business and the increased  recruitment in personnel.  In the reporting  period,
the Company has employees of 220,  compare with 27 employees for the same period
2004.  The  travel  expenses  also  increased  in the  reporting  period for the
expansion of sales network.

>> GROSS PROFIT AND GROSS MARGIN

For the three months ended March 31, 2005, our gross profit was $312,000,  which
represented  an increase of 7800.00% as compared to the same period in 2004. Our
gross  margin for the  reporting  period was 20.80%,  up from 0.60% for the same
period last year.

Both gross profit and gross margin increased attributable to:

         1.       the Company  diversified  its  business  into the research and
                  manufacture of cellular phones;
         2.       Our ability to introduce  new models  regularly to meet market
                  needs;
         3.       Increase our bargaining  power with  suppliers  resulting from
                  bulk purchase.

>> NET INCOME

For the three  months  ended  March 31,  2005,  our net  income was  $5,000,  as
compared to net loss of $349,000 of the same period in 2004. The  improvement in
our  profitability  is  mainly   attributable  to  the  successful  of  business
diversification.  During the first quarter of 2005,  the other net income mainly
represented the royalty fee rebate amounting to US$314,000.

>> LIQUIDITY AND SOURCE OF CAPITAL

We generally finance our operations from cash flow generated internally.

As of March 31, 2005, we had current assets of  $26,809,000.  Current assets are
comprised of  inventories  of  $5,896,000,  accounts  receivable of  $4,976,000,
restricted cash, trade deposits and other receivables aggregated of $15,815,000,
and  cash  and cash  equivalents  of  $122,000.  Current  liabilities  comprised
accounts payable of $13,556,000,  trade deposit received of $1,552,000,  accrued
expenses  and other  accrued  liabilities  of  $1,286,000,  due to  directors of
$311,000, and provision for warranty of $125,000.

We offer two trading terms to our customers, i.e. cash-on-delivery and on credit
term  within  180 days.  As of March 31,  2005,  our  accounts  receivable  were
$4,976,000, compared to $8,250,000 as of December 31, 2004. Sharply decreased in
the accounts receivable is due to the repayment from one of the major customers,
XWSD.



<PAGE>

As of March 31, 2005, our inventories were $5,896,000, as compared to $5,781,000
as of December 31, 2004,  which  represented a slight increase of 2.00%. We have
critically and regularly  evaluated our inventories to consider any provision is
required to reduce the excess or obsolete  inventories  to their  estimated  net
realizable value.

As of  March  31,  2005,  our cash and bank  balances  were all  denominated  in
Renminbi  ("RMB").  Our revenue and expenses,  assets and liabilities are mainly
denominated  in RMB and US$.  Since the  Renminbi  has been pegged at a constant
rate to the United States dollar for the entire periods, we consider there is no
significant exchange risk.

>> CASH FLOWS

As of March 31, 2005, we have cash and cash equivalents of $122,000, compared to
$1,214,000 as of March 31, 2004, which representing a decrease of 89.95%,  which
is mainly  resulted  from the  increase  in the  restricted  cash  amounting  to
$2,680,000 and increase in trade deposit paid increased from $666,000 as of Mach
31, 2004 to  $4,800,000  in the  reporting  period.  As the  Company  engaged in
trading  business during the first quarter of 2004,  therefore the trade deposit
was limited.  After the  commencement of manufacture of our own cellular phones,
the Company procures parts and components to satisfy  manufacture  demand,  some
parts, like platform and displays have to be procured minimum 3 weeks in advance
of the manufacture and the deposit is to secure the supply.

Our gearing ratio, calculated as total debts over total assets, was 60.25% as of
March 31, 2005 and 61.76% as of December 31, 2004, respectively.

>> CONTINGENT LIABILITIES

As of March 31, 2005,  we had not entered into any  guarantee  contracts nor any
non-disclosed   contracts  which  will  affect  stockholders'  equity  or  share
structure.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

         We are  exposed to various  market  risks  including  foreign  exchange
rates.  In the normal  course of business,  we employ  established  policies and
procedures to manage these risks.

         The  Company  considers  Renminbi  as  its  functional  currency  as  a
substantial  portion of the Company's business activities are based in Renminbi.
However,  the  Company  has  chosen the United  States  dollar as its  reporting
currency.

         Transactions  in currencies  other than the functional  currency during
the year are translated into the functional  currency at the applicable rates of
exchange  prevailing  at the  time  of the  transactions.  Monetary  assets  and
liabilities  denominated  in  currencies  other  than  functional  currency  are
translated  into  functional  currency  at the  applicable  rates of exchange in
effect at the balance sheet date.  Exchange gains and losses are recorded in the
combined statements of operations.

         For translation of financial  statements  into the reporting  currency,
assets and  liabilities are translated at the exchange rate at the balance sheet
date, equity accounts are translated at historical exchange rates, and revenues,
expenses,  gains and losses are  translated  at the  weighted  average  rates of
exchange prevailing during the period.

         Translation adjustments, when material, resulting from this process are
recorded in accumulated other comprehensive  income (loss) within  stockholders'
equity.



<PAGE>

Item 4.  Controls and Procedures.

At the date of this report, an evaluation was carried out, under the supervision
and with the participation of management,  including our chief executive officer
and chief financial officer, of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities
Exchange Act of 1934.  Based upon that evaluation,  the chief executive  officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
the Company in reports that it files or submits  under the  Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and  reported  within the time
periods specified in Securities and Exchange Commission rules and forms.

There have been no changes in the Company's  internal  controls  over  financial
reporting  during  the  period  covered  by this  report  that  have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.

                          PART II --- OTHER INFORMATION

Item 1.  Legal Proceedings.

There is no  litigation  pending or threatened  against the Company,  other than
certain legal  proceedings  arising in the ordinary course of business,  none of
which  are  expected  to  have a  material  impact  on the  Company's  financial
condition,  operating results or liquidity. Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.

         (a)      Pursuant to Stock Transfer Agreement dated March 29, 2005, the
                  Company  transferred  all of the  common  stock  of  Universal
                  Flirts,  Inc.  to Mr.  Darrell  Lerner  in  exchange  for  the
                  cancellation  of  28,200,000  shares of the  Company's  common
                  stock.  Immediately,  the Company had 14,756,000 shares of its
                  common stock outstanding.

                  On March 31, 2005,  Universal  Flirts Corp.  completed a stock
                  exchange  transaction  with the  stockholders  of United First
                  International  Limited, a company  incorporated under the laws
                  of Hong Kong ("UFIL").  The exchange was consummated under the
                  laws of  State  of  Delaware  and  pursuant  to the  terms  of
                  Securities  Exchange  Agreement  ("Exchange  Agreement") dated
                  effective  as of  March  31,  2005.  In  connection  with  its
                  acquisition of UFIL, the Company also authorized a 4-1 forward
                  split of its common stock.

                  Pursuant to the  Exchange  Agreement,  Universal  Flirts Corp.
                  issued  15,000,000  shares of its  common  stock,  $0.001  par
                  value, to the stockholders of UFIL, representing approximately
                  50.41% of the Company's  issued and outstanding  common stock,
                  in exchange for 20,000,000 outstanding shares of UFIL and cash
                  payment of $50,000 from UFIL.  Immediately after giving effect
                  to the  exchange,  the  Company had  29,756,000  shares of its
                  common stock outstanding.

         (a)      None

         (b)      None

Item 3.  Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

Exhibits.

         Exhibits:
         ---------

         31.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Executive Officer).

         31.2     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Accounting Officer).

         32.1     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Executive Officer).

         32.2     Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Accounting Officer).






<PAGE>

                                   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 thereunto duly authorized.

                                                 ORSUS XELENT TECHNOLOGIES, INC.


                                                 By: /s/ Wang Xin
                                                    ----------------------------
                                                    Wang Xin
                                                    Chief Executive Officer

DATED:  May 23, 2005










<PAGE>

Exhibit Number                                        Description of Document
--------------  ----------------------------------------------------------------

     31.1         Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Executive Officer). *

     31.2         Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  302 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Accounting Officer). *

     32.1         Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Executive Officer). *

     32.2         Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
                  pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  (Chief Accounting Officer). *


----------------
* filed herewith