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 June 30, 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>
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                        PART I --- FINANCIAL INFORMATION


Orsus Xelent Technologies, Inc.

Condensed Consolidated Statements of Operations
--------------------------------------------------------------------------------



                                                          (Unaudited)                   (Unaudited)
                                                     Three months ended              Six months ended
                                                           June 30,                      June 30,
                                                 --------------------------    --------------------------
                                                        2005           2004           2005           2004
                                          Note       US$'000        US$'000        US$'000        US$'000
<S>                                              <C>            <C>            <C>            <C>
Operating revenues:                                    1,940         14,394          3,440         15,064
                                                 -----------    -----------    -----------    -----------

Operating expenses:
    Cost of sales                                      1,711         11,639          2,899         12,305
    Sales and marketing                                  407            697            701            851
    General and administrative                           307            290            569            382
    Research and development                             108             52            142            189
    Depreciation                                          49            103             75            105
                                                 -----------    -----------    -----------    -----------

    Total operating expenses                           2,582         12,781          4,386         13,832
                                                 -----------    -----------    -----------    -----------

Operating (loss)/profit                                 (642)         1,613           (946)         1,232

Interest expense                                          (4)            (1)           (25)            (2)
Other income, net                                        122              3            452              4
                                                 -----------    -----------    -----------    -----------

(Loss)/Income before income taxes and
    minority interest                                   (524)         1,615           (519)         1,234

Income taxes                                5           --             --             --             --
                                                 -----------    -----------    -----------    -----------
(Loss)/Income before minority interest                  (524)         1,615           (519)         1,234

Minority interest                                       --               58           --               90
                                                 -----------    -----------    -----------    -----------
Net (loss)/income                                       (524)         1,673           (519)         1,324
                                                 ===========    ===========    ===========    ===========

(Loss)/earnings per share:                  4

Basic                                                  (0.02)          0.06          (0.02)          0.04
                                                 ===========    ===========    ===========    ===========

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




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

                                       1
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Orsus Xelent Technologies, Inc.

Condensed Consolidated Balance Sheets
--------------------------------------------------------------------------------

                                                                 (Unaudited)
                                                                       As of          As of
                                                                    June 30,   December 31,
                                                                        2005           2004
                                                          Note       US$'000        US$'000
<S>                                                             <C>            <C>
ASSETS
Current assets
    Cash and cash equivalents                                          1,042            224
    Restricted cash                                                    1,721          2,333
    Accounts receivable - Trade                                        5,658          8,250
    Due from related company                                7           --            3,319
    Due from a director                                     7              6           --
    Inventories                                                        5,292          5,781
    Trade deposits paid                                                7,750          8,126
    Other current assets                                                 294            210
                                                                ------------   ------------

    Total current assets                                              21,763         28,243

Property, plant and equipment, net                                     1,171            778
                                                                ------------   ------------

Total assets                                                          22,934         29,021
                                                                ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Accounts payable - Trade                                          10,392         13,840
    Accrued expenses and other accrued liabilities                     1,528          1,103
    Trade deposits received                                             --            2,487
    Due to directors                                        7            311            311
    Provision for warranty                                               124            182
                                                                ------------   ------------

    Total current liabilities                                         12,355          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 June 30,
    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                                                      7,023          7,542
                                                                ------------   ------------

Total stockholders' equity                                            10,579         11,098
                                                                ------------   ------------

Total liabilities and stockholders' equity                            22,934         29,021
                                                                ============   ============
</TABLE>


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

                                       2
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Orsus Xelent Technologies, Inc.

Condensed Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

                                                                                  (Unaudited)
                                                                               Six months ended
                                                                                    June 30,
                                                                           ------------------------
                                                                                 2005          2004
                                                                              US$'000       US$'000
<S>                                                                        <C>           <C>
Cash flows from operating activities
Net (loss)/income                                                                (519)        1,324
Adjustments to reconcile net (loss)/income to net cash used in operating
    activities:
    Depreciation                                                                   75           105
Changes in assets and liabilities:
    Accounts receivable -trade                                                  2,592           (21)
    Inventories, net                                                              489        (5,887)
    Trade deposits paid                                                           376        (6,759)
    Other current assets                                                          (84)         (457)
    Trade deposits received                                                    (2,487)        4,520
    Accounts payable - trade                                                   (3,448)        6,301
    Provision for warranty                                                        (58)          139
    Accrued expenses and other accrued liabilities                                425           (24)
                                                                           ----------    ----------

Net cash used in operating activities                                          (2,639)         (759)
                                                                           ----------    ----------

Cash flows from investing activities
    Purchase of property, plant and equipment                                    (468)       (1,043)
    Repayment from a related company                                            3,319           736
    Advance to a director                                                          (6)         --
    Minority interests                                                           --             454
    Decrease/(increase) in restricted cash                                        612        (1,857)
                                                                           ----------    ----------

Net cash generated from/(used in) investing activities                          3,457        (1,710)
                                                                           ----------    ----------

Cash flows generated from financing activities
    Advance from a related company                                               --           2,452
                                                                           ----------    ----------

Net cash generation from financing activities                                    --           2,452
                                                                           ----------    ----------

Net increase/(decrease) in cash and cash equivalents                              818           (17)

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

Cash and cash equivalents, end of the period                                    1,042           173
                                                                           ==========    ==========
</TABLE>


The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                       3
<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 the 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 after 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 4-for-1
                  forward split of its issued and outstanding  common stock with
                  a record date of March 28, 2005.

                  Pursuant to a 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.  Subsequently,  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.



                                       4
<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 Combinations",
                  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.



                                       5
<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 June 30, 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 six-month periods ended June 30, 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.       (LOSS) / EARNINGS PER SHARE

         Basic  (loss)/earnings  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  (loss)/earnings  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
         (loss)/earnings per share are the same.


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$227,070  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.



                                       6
<PAGE>

Orsus Xelent Technologies, Inc.

Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------


5.       INCOME TAXES (CONTINUED)

         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)
                                                              Six months ended
                                                                  June 30,
                                                             ------------------
                                                                2005       2004
                                                                   %          %

         Statutory rate                                           33         33
         Tax exemption                                           --         (33)
         Tax losses                                              (33)        --
                                                             -------    -------

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


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.



                                       7
<PAGE>

Orsus Xelent Technologies, Inc.

Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------

6.       CONCENTRATIONS (CONTINUED)

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

                                                                (Unaudited)
                                                             Six months ended
                                                                  June 30,
                                                             ------------------
                                                                2005       2004
                                                                   %          %

         Customer A                                               69         92
         Customer B                                               31       --
                                                             =======    =======

         Trade deposits  received in respect of the above  customers were US$Nil
         and   US$2,487,000   as  of  June  30,  2005  and  December  31,  2004,
         respectively.  Trade  receivable in respect of the above customers were
         US$5,658,000 and US$8,250,000 as of June 30, 2005 and December 31, 2004
         respectively.

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

                                                                (Unaudited)
                                                              Six months ended
                                                                  June 30,
                                                             ------------------
                                                                2005       2004
                                                                   %          %

         Supplier A                                               32         25
         Supplier B                                               12         27
         Supplier C                                               20       --
         Supplier G                                             --           15
                                                             =======    =======

         Trade deposits paid in respect of the above suppliers were US$1,097,000
         and  US$1,665,000  as of June 30, 2005 and  December  31,  2004.  Trade
         payable in respect of the above suppliers were US$Nil and  US$1,077,000
         as of June 30, 2005 and December 31, 2004 respectively.


7.       RELATED PARTY TRANSACTION

         a.       Name and relationship of related parties

                                    Relationship with the Company
                  Related party     as at June 30, 2005
                  -------------     --------------------------------------------

                  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





                                       8
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Orsus Xelent Technologies, Inc.

Notes to Condensed Consolidated Financial Statements
--------------------------------------------------------------------------------


7.       RELATED PARTY TRANSACTION (CONTINUED)

         b.       Summary of related party balance

                                                                               As of          As of
                                                                            June 30,   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
                  Mr. Wang Xin, Mr. Liu Yu and Mr. Wang Zhibin    (i)            311            311
                                                                        ============   ============

                  Due from a director
                  Mr. Wang Xin                                    (i)              6           --
                                                                        ============   ============
</TABLE>

         c.       Summary of related party transactions
<TABLE>
<CAPTION>

                                                                     (Unaudited)
                                                                  Six months ended
                                                                       June 30
                                                                  -----------------
                                                                     2005      2004
                                                                  USD'000   USD'000
                  <S>                                             <C>       <C>
                  Repayment from related company
                  Beijing Huan Yitong Tech & Trading Co., Ltd.*     3,319      --
                                                                  =======   =======

                  Advance from related company
                  Beijing Huan Yitong Tech & Trading Co., Ltd.*      --       2,452
                                                                  =======   =======

                  Advance to a director
                  Mr. Wang Xin                                          6      --
                                                                  =======   =======
</TABLE>

                 Note:

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

                  *        Ceased to be  related  party  beginning  on April 26,
                           2005.


8.       EVENTS AFTER BALANCE SHEET DATE

         On July 14,  2005,  Orsus Xelent  Holdings  (BVI)  Limited  ("OXH") was
         incorporated in the British Virgin Islands with issued capital of US$2.
         OXH is 100% owned by ORXT. The principal  activity of OXH is investment
         holding.  On July 22, 2005,  Orsus Xelent Trading (HK) Company  Limited
         ("OXT") was  incorporated  in Hong Kong with  issued  capital of HK$100
         (equivalent  to US$13) and is 100% owned by OXH. The  ultimate  holding
         company of OXT is ORXT.  The  principal  activity  of OXT is trading of
         mobile phones and accessories.  OXT commenced its business operation in
         August 2005.


                                       9
<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 which 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  which  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.



                                       10
<PAGE>

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").

On April 19,  2005,  the company,  formerly  known as  Universal  Flirts  Corp.,
changed its list name to Orsus Xelent  Technologies  Inc. The  company's new OTC
Bulletin Board symbol is ORXT and the new CUSIP Number is 68749U106.

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  State
Administration for Industry and Commerce as its product trademark, also known as
"Orsus Cellular" within the industry.  Orsus cellular are traditionally equipped
with leading features including 1.8-inch to 2.2-inch TFT dual-color display 1 to
120-minute video recording, 300K to 2M pixel photography,  MP3, MPEG4 and U disk
support, dual stereo speakers, e-mail messaging,  multimedia messaging, 40 to 64
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 China Ministry of Information  Industry,  in
the first half of 2005,  the PRC added 28 million  mobile phone users,  bringing
total year-end subscribers to 363 million, the largest 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 2006 and,  according to 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 as a result from the  oversupply  of cellular  phones in the
market.  The  cellular  phones  market in the PRC is  characterized  by  rapidly
changing  customer  preferences.   Cellular  phones  with  multi-media  function
replaced  camera  function  and  became  the  most  popular  products  in  2005.
Additionally,  foreign manufacturers of cellular phone have paid much investment
on the middle- to low-end  products.  Much more new products  have been launched
into the Chinese market and cost much to advertise on the main media, which have
led foreign manufacturers grasp more market share from domestic manufactures.




                                       11
<PAGE>
<TABLE>
<CAPTION>

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.  We
have  developed new  platforms,  namely Agere and MTK,  which could enable us to
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.  Two
models with multi-media  functions were  successfully  launched into the market,
namely M36 and OS70+,  in July 2005. In response to the  competition  in product
functions and pricing with international cellular giants, we negotiated with our
suppliers  to  reduce  the  cost of raw  materials  and  improve  our  operation
efficiency so as to increase our price reduction ability.

In response to the fierce competition in the PRC cellular market, we continually
adopted our  strategy to develop our product with low to  moderately  price with
innovative  functions.  Additionally,  we planned to export our  cellular  phone
products and R&D services to foreign-based  customers in Hong Kong and Southeast
Asia. We believe our products  with popular  features and  reasonable  price are
highly competitive in Hong Kong and other foreign markets.

Although the overall  operating  environment would be difficult in this year, we
expect the revenues,  and earnings will  demonstrate  steady growth in 2005 with
the  introduction  of new  products,  optimization  of supply chain and enhanced
usage of raw materials.

Six months ended June 30, 2005
-------------------------- ------------------------- ------------------------ ------------------
                           Six months ended June     Six months ended June     Comparison
                           30, 2005                  30, 2004
-------------------------- ------------------------- ------------------------ ------------------
                           $' 000     % of revenue   $' 000     % of revenue  $'000   %
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
<S>                        <C>        <C>            <C>        <C>           <C>     <C>
Revenues                   3440                      15064                    11624   77.17%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Cost of sales              (2899)     84.27%         (12305)    81.68%        9406    76.44%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Sales & Marketing
expenses                   (701)      20.38%         (851)      5.65%         150     17.62%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
General & Admin
expenses                   (569)      16.54%         (382)      2.54%         -187    -48.95%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
R&D expenses               (142)      4.13%          (189)      1.25%         47      24.87%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Depreciation &
Amortization               (75)       2.18%          (105)      0.70%         30      28.57%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Interest expenses          (25)       0.73%          (2)        -0.01%        -23     1150.00%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Other income, net          452        13.14%         4          0.03%         448     11200.00%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Income (loss) before tax   (519)      -15.09%        1234       8.19%         1754    142.02%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Income taxes               0          0%             0          0.00%         0       NIL
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Minority interest          0          0%             90         0.60%         -90     100.00%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
Net income (loss)          (519)      -15.09%        1324       8.79%         1843    139.19%
-------------------------- ---------- -------------- ---------- ------------- ------- ----------
</TABLE>





                                       12
<PAGE>

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   $3,440,000  for  the  six  months  ended  June  30,  2005,
representing  a decrease of 77.17% as  compared to the same period in 2004.  The
revenues mainly derived from the sales of cellular phones  particularly model FG
830, OS850, M86 and OS83. The tremendous decrease was primarily due to the quick
change and fierce  competition of the market.  In the second quarter of 2004, we
grasp a good  opportunity of camera  cellular to enter into the market.  The ten
models  we have  introduced  into the  market  are all  camera  cellular.  Right
products  going into the market in the right time have benefited us a lot. Since
the 4th quarter  2004,  Cellular  phone with  multi-media  function  became most
popular. We have changed our technologies to develop platform from ADI to MTK in
order to research and develop a cellular phone with multimedia functions.  Since
time is required to develop such new platform,  our new products  rollout in the
first  half-year was delayed.  As a result,  our revenues in the first half-year
were mainly contributed from our old products and the growth in revenue was slow
down in this quarter.  Although the growth rate of revenues in the third quarter
of this  year  would  not be as fast as that in last  corresponding  period,  we
believe that our revenues would have a obvious growth in the second half of 2005
as long as the  successful  introduction  of our new products  with  multi-media
functions.

Our old products also faced a direct competition with the overseas international
cellular phone giants. We became more cautious to introduce new products without
multi-media  functions  and reduced the price so as to capture  profit and clear
inventories.

Comparing  with the 1st  quarter  of  2005,  our  revenues  had  increased  from
US$1,500,000 to US$1,940,000 this quarter, rising up about 29.33%. We stimulated
the market sales by means of  reduction of old type of products  prices in order
to reduce  inventories.  Together with our  distributors  and dealers launched a
series of promotion campaigns during this quarter,  our revenues have an obvious
improvement in this quarter. We still have an increase in the products,  such as
M86, OS83 etc, compared to first quarter 2005. By more and more new product have
been  researched,  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 MP3, MPEG4, over one
mega pixels resolutions and intelligent handwriting features.



                                       13
<PAGE>

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 six months ended June 30, 2005, our revenues are mainly generated
from the sales of the following products:
--------------- ------------------------------
                Six months ended June 30, 2005
--------------- ------------------------------
                $'000        % of revenue
--------------- ------------ -----------------
FG 830          1,267        37%
--------------- ------------ -----------------
M 86            631          18%
--------------- ------------ -----------------
OS850           475          14%
--------------- ------------ -----------------
OS83            381          11%
--------------- ------------ -----------------

The  sales of  FG830  was  $1267,000  in the six  months  ended  June 30,  2005,
represents a 37% 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.(iii)  This type of mobile phone is appealing to the  consumers
with its elegant and beautiful appearance

Breakdown by customers

------------------------------------------------- ------------------------------
                                                  Six months ended June 30, 2005
------------------------------------------------- ------------------------------
                                                  $'000        % of revenue
------------------------------------------------- ------------ -----------------
CEC Cellular Limited                              2,372        69%
------------------------------------------------- ------------ -----------------
Beijing Xingwang Shidai Tech & Trading Co., Ltd.  1,053        31%
------------------------------------------------- ------------ -----------------

Our revenues were primarily derived from two major customers, also our strategic
partners,  CECM and XWSD.  For the six months ended June 30, 2005,  our revenues
generated from CEC Cellular  Limited ("CECM") and Beijing Xingwang Shidai Tech &
Trading Co., Ltd. ("XWSD") were $2,372,000 and $ 1,053,000  respectively,  which
representing  a 69%  and 31% 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.

Now, we have paid more attentions on developing new distributors and dealers. By
incorporating with different distributors and dealers, it could reduce the sales
risk  and  dependence  on  certain  distributor.   In  addition,  the  different
distributors  and  dealers  could  complement  with each other so to fill up the
empty market of our products.  With more  collaborators,  we are more  confident
that our revenues will increase in the next few months.



                                       14
<PAGE>
<TABLE>
<CAPTION>

>>   OTHER INCOME, NET

For six months ended June 30, 2005, other income, net were $452,000,  accounting
for 13.14% of the total  revenues,  as  compared  to  $4,000,  or 0.03% of total
revenues for the  corresponding  period in 2004.  Other income,  net had a sharp
period-to-period  increase which is mainly due to a royalty fee rebate amounting
to US$314,000.


>>   OPERATING EXPENSES

For six months ended June 30, 2005,  operating expenses mainly include sales and
marketing expenses,  general and administrative  expenses and R & D expenses and
shown as follows:

------------------- -------------------------- -------------------------- --------------------
                    Six months ended June 30,  Six months ended June 30,  Comparison
                    2005                       2004
------------------- -------------------------- -------------------------- --------------------
                    $'000      % of revenue    $'000       % of revenue   $'000      %
------------------- ---------- --------------- ----------- -------------- ---------- ---------
<S>                 <C>        <C>             <C>         <C>            <C>        <C>
Cost of sales       (2899)     84.27%          (12305)     81.68%         9406       76.44%
------------------- ---------- --------------- ----------- -------------- ---------- ---------
Sales & marketing   (701)      20.38%          (851)       5.65%          150        17.62%
------------------- ---------- --------------- ----------- -------------- ---------- ---------
General & admin     (569)      16.54%          (382)       2.54%          -187       -48.95%
------------------- ---------- --------------- ----------- -------------- ---------- ---------
R&D                 (142)      4.13%           (189)       1.25%          47         24.87%
------------------- ---------- --------------- ----------- -------------- ---------- ---------
Total               (4,311)                    (13,727)                   9416       68.59%
------------------- ---------- --------------- ----------- -------------- ---------- ---------
</TABLE>

Cost of sales
-------------

For the six months  ended  June 30,  2005,  our cost of sales  were  $2,899,000,
representing  84.27% of  revenue,  compared  to  $12,305,000  and  81.68% of the
corresponding period of last year respectively.  The percentage as of revenue of
the reporting period increased due to that the fierce  competition lead to lower
the price and  reduction of the profit.  Since the second half of 2004,  all the
famous international  cellular manufacturers have launched a large amount of low
and middle class  products into the market.  With these more and more  similarly
positioned  products  entering  into our  target  market,  we have to make great
effort to maintain our market share by reducing price and  increasing  marketing
expenses.

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 development of market.

For six months ended June 30, 2005, sales and marketing  expenses were $701,000,
accounting for 20.38% of the total revenues,  as compared to $851,000,  or 5.65%
of total  revenues for the  corresponding  period in 2004.  Sales and  marketing
expenses had a period-to-period  decrease of 17.62% .The occupied  percentage in
the total revenues  increased from 5.65% to 20.38% compared to the corresponding
period  in 2004 is due to the total  revenue's  decrease  and the  approximately



                                       15
<PAGE>

steady  absolute  expense.  Although  the  revenue  has a  large  decrease,  the
free-gift  and product  model to  customers  and dealers did not decrease in the
same  proportion.  A large  portion of sales and  marketing  expenses  was fixed
expenses,  such as remunerations for sales personnel.  In the following quarter,
we would manage to lower the fixed sales and marketing  expenses by  cooperating
with various distributors and dealers.

Sales and marketing expenses are correlated to the change in revenues. The 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. The remunerations for sales personnel increased largely
compared  to the same  period in 2004,  due to that the  company has some market
foundation  and  employed  a large  number of sales  personnel.  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  $142,000  for the six  months  ended  June  30,  2005,  which
represents 4.13% of total revenue, compared with $189,000 and 1.25% respectively
in the same period in 2004. The R&D expenses had a period-to-period  decrease of
24.87% due to the different platform development expense incurred in the period.
R&D expenses  incurred in the six months ended June 30, 2004 mainly  represented
the ADI platform  development  expense  which was incurred when  expensed,  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, have been  developed and put into the  production of new cellular
phones.  In the  second  quarter  we have  put the  AGERE  platform  and the MTK
platform into manufacturing of M70+ and M36. We expected the development cost of
the new  platforms  would be  increased in this year so as to develop and launch
new models of cellular  phones with more  advanced  multimedia  functions to the
market.

The Company has very  flexible R&D  strategies  to response to the market timely
and quickly.  We are planning to introduce  more models of cellular  phones with
utilization  of the new  platforms in the second half of 2005. 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 six months ended June 30, 2005, general and administrative expenses were
$569,000,  accounting for 16.54% of the total revenues, as compared to $382,000,
or 2.54% of the total revenues for the corresponding period in 2004. General and
administrative expenses had a period-to-period sharply increase of 48.95%. Since
April, 2004, the company has got an enormous progress not only in sales but also
in organization and human  resources.  Therefore the increase in general & admin
expenses  were mainly due to  increased  travel  expenses and  compensation  for
personnel in the reporting period.





                                       16
<PAGE>

>>   GROSS PROFIT AND GROSS MARGIN

For the six months  ended June 30, 2005,  our gross profit was $ 541,000,  which
represented  a decrease of 80.39% as compared to the gross profit of  $2,759,000
in the same  period in 2004.  Our gross  margin  for the  reporting  period  was
decrease from 18.3% in 2004 to 15.7% in 2005.

Both gross  profit and gross  margin  decreased  attributable  to: 1. The fierce
market  competitive  lead to lower price and  reduction  of the profit with each
product;  2. For the  purpose  of  inventories  reduction,  the  company  had to
stimulate the old products' sales by price reduction.


>>   NET INCOME

For the six months ended June 30, 2005,  our net loss was $519,000,  as compared
to net income of  $1,324,000  of the same period in 2004.  The  recession in our
profitability is mainly attributable to the decreased revenues.


>>   LIQUIDITY AND SOURCE OF CAPITAL

We generally finance our operations from cash flow generated internally.

As of June 30, 2005, we had current  assets of  $21,763,000.  Current assets are
comprised of inventories of $5,292,000, accounts receivable of $5,658,000, trade
deposits and other receivables  aggregated of $8,044,000,,due  from directors of
$6,000 and restricted  cash,  cash and cash  equivalents of $2,763,000.  Current
liabilities comprised accounts payable of $10,392,000, trade deposit received of
$0,  accrued  expenses  and other  accrued  liabilities  of  $1,528,000,  due to
directors of $311,000, and provision for warranty of $124,000.

We offer two trading terms to our customers, i.e. cash-on-delivery and on credit
term  within  180  days.  As of June 30,  2005,  our  accounts  receivable  were
$5,658,000,  compared to $8,250,000 as of Dec 31, 2004. A large  decrease in the
accounts  receivable  is due to the repayment  from one of the major  customers,
XWSD.

As of June 30, 2005, our inventories were $5,292,000,  as compared to $5,781,000
as of Dec 31,  2004,  which  represented  moderate  decrease of 8.46%.  The main
reason for this decrease is due to reduction of the old materials'  inventories.
We stimulated the old type products'  sales by reducing the price.  Furthermore,
we will  develop and  research new  functions  (such as MP3,  MPEG4 etc.) on old
products, such as OS70+,M62+, therefore many old materials' inventories could be
reused in the new  products.  In the future,  we will  critically  and regularly
evaluate our  inventories  to consider  any  provision is required to reduce the
excess or obsolete inventories to their estimated net realizable value.

As of June 30, 2005, our cash and bank balances were all denominated in Renminbi
("RMB"). Renminbi had been pegged at a constant rate to the United States dollar
for the entire  periods.  Although  Renminbi had been slightly  inflated in July
2005, our activities, assets and liabilities are mainly denominated in Renminbi,
any further possible  inflation of Renminbi would be benefit to the Company.  We
consider  that the  exposure  to exchange  fluctuations  is  relatively  low and
therefore has not engaged in any hedging activity.



                                       17
<PAGE>

>>   CASH FLOWS

As of June 30, 2005, we have cash and cash  equivalents of $1,042,000,  compared
to $224,000 as of Dec.31, 2004, which representing an increase of 365.18%, which
is mainly  resulted from the decrease in restricted  cash from  $2,333,000 as of
Dec.31  2004 to  $1,721,000  which  is due to the  decrease  of  payment  to our
suppliers  and  the  decrease  in the  account  receivable  from  $8,250,000  to
$5,658,000. The decrease of accounts receivable is due to the repayment from one
of the major customers, XWSD.


Our gearing ratio, calculated as total debts over total assets, was 53.87% as of
June 30, 2005, 61.76% as of Dec 31, 2004, respectively.


>>   CONTINGENT LIABILITIES

As of June 30, 2005,  we had not entered into any  guarantee  contracts  nor any
non-disclosed   contracts  which  will  affect  stockholders'  equity  or  share
structure.























                                       18
<PAGE>

                          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




                                       19
<PAGE>

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).



















                                       20
<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:  August 15, 2005





























                                       21
<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























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