United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-QSB
|X| Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2005
|_| Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____ to ___
Commission File No.: 000-50005
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TECHEDGE, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 04-37033348
(State of Incorporation) (IRS Employer Identification No.)
33 Wood Avenue South, 7F
Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (732) 632-9896
----------------
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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. Yes |X| No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 11, 2005, there were
81,190,294 shares of Common Stock outstanding.
TABLE OF CONTENTS
PART I- FINANCIAL INFORMATION.............................................3
Item 1 Financial Statements............................................3
Item 2 Management's Discussion and Analysis or Plan of Operation.......8
Item 3 Controls and Procedures........................................11
PART II- OTHER INFORMATION...............................................11
Item 1 Legal Proceedings..............................................11
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds....11
Item 6 Exhibits and Reports on Form 8-K...............................11
2
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements
Techedge, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheet
March 31, 2005
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 37,532
Accounts receivable, net of bad debt reserve of $14,326 35,777
Due from related party 133,752
Prepaid consulting 271,150
Prepaid expenses and other current assets 19,497
-----------
Total Current Assets 497,708
Property and equipment, net of accumulated depreciation 181,637
Investment in unconsolidated subsidiary 324,167
Other assets 30,237
-----------
Total Assets 1,033,749
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses 539,077
Other liabilities 78,300
Due to officers 1,001,942
-----------
Total Current Liabilities 1,619,319
-----------
Commitments and contingencies --
Stockholders' Equity (Deficit):
Common Stock, stated value $.0001, 100,000,000
shares authorized; 80,360,000 shares issued and outstanding 8,036
Additional paid-in capital 5,441,546
Deficit accumulated during development stage (6,031,626)
Accumulated other comprehensive income (3,526)
-----------
Total stockholders' equity (deficit) (585,570)
-----------
Total Liabilities and Stockholders' Equity $ 1,033,749
===========
See notes to the unaudited consolidated financial statements
3
Techedge, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Months Ended March 31, 2005 and 2004
and for the Period from
September 13, 2000 (date of inception) through March 31, 2005
(UNAUDITED)
Three Months Ended For the Period From
March 31, September 13, 2000
-------------------------- (Date of Inception)
2005 2004 to March 31, 2005
----------- ----------- ------------------
Revenues $ 66,503 $ 79,179 $ 1,223,942
Cost of Sales 36,887 36,138 624,811
----------- ----------- ------------------
Gross Profit 29,616 43,041 599,131
----------- ----------- ------------------
Costs and expenses:
Research and development 198,024 83,146 1,861,360
General and administrative (including
stock-based compensation of
$56,500, $0, and $70,111, respectively) 438,060 195,968 4,442,126
Depreciation and Amortization 19,072 28,179 301,843
----------- ----------- ------------------
Total costs and expenses 655,156 307,293 6,605,329
----------- ----------- ------------------
Loss from operations (625,540) (264,252) (6,006,198)
----------- ----------- ------------------
Other income (expense):
Loss from unconsolidated subsidiary -- -- (60,134)
Gain (Loss) on foreign currency -- (3,068) 660
Interest income 167 2,359 34,046
----------- ----------- ------------------
Total other income (expense) 167 (709) (25,428)
----------- ----------- ------------------
Net Loss $ (625,373) $ (264,961) $ (6,031,626)
----------- ----------- ------------------
Unrealized gain (loss) on foreign
currency translation, net of tax -- 3,526 (3,526)
----------- ----------- ------------------
Comprehensive Loss $ (625,373) $ (261,435) $ (6,035,152)
=========== =========== ==================
Loss Per Common Share, basic and diluted $ (0.01) $ 0.00
=========== ===========
Weighted Average Common Shares Outstanding,
basic and diluted 80,148,571 67,739,604
=========== ===========
See notes to the unaudited consolidated financial statements
4
Techedge, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2005 and 2004
and for the Period from
September 13, 2000 (date of inception) through March 31, 2005
(UNAUDITED)
Three Months Ended For the Period From
March 31, September 13, 2000
-------------------------- (Date of Inception)
2005 2004 to March 31, 2005
----------- ----------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (625,373) $ (264,961) $ (6,031,626)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 27,245 28,179 378,618
Loss on unconsolidated subsidiary -- -- 60,134
Provision for doubtful accounts -- -- 14,326
Loss on foreign currency exchange -- 3,526 (3,526)
Stock-based compensation 56,500 -- 70,111
Changes in operating assets and liabilities:
Accounts receivable (838) (1,491) (50,103)
Due from related parties 84,506 (3,581) (133,752)
Prepaid expenses and other current assets (3,393) 34,283 (26,960)
Other assets -- (27) (27,127)
Accounts payable and accrued expenses 254,872 252,671 568,962
Other liabilities (181,700) -- 78,300
----------- ----------- ------------------
Net cash provided by (used in) operating activities (388,181) 48,599 (5,102,643)
----------- ----------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated subsidiary -- (157,419) (408,270)
Purchase of property and equipment (16,663) (25,382) (221,865)
----------- ----------- ------------------
Net cash used in investing activities (16,663) (182,801) (630,135)
----------- ----------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from private placement of common stock 260,000 -- 768,800
Repurchase of treasury stock -- -- (432)
Net proceeds from private placement of preferred stock -- -- 4,000,000
Net proceeds from (repayments of) officers' advances 127,500 (70,085) 1,001,942
----------- ----------- ------------------
Net cash provided by (used in) financing activities 387,500 (70,085) 5,770,310
----------- ----------- ------------------
Net increase (decrease) in cash and cash equivalents (17,344) (204,287) 37,532
Cash and Cash Equivalents, beginning of period 54,876 710,694 --
----------- ----------- ------------------
Cash and Cash Equivalents, end of period $ 37,532 $ 506,407 $ 37,532
=========== =========== ==================
Supplemental Disclosures of Cash Flow Information:
Interest paid $ -- $ -- $ --
=========== =========== ==================
Income taxes paid $ -- $ 500 $ 2,173
=========== =========== ==================
See notes to the unaudited consolidated financial statements
5
Techedge, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
(UNAUDITED)
1. BASIS OF PRESENTATION
These financial statements should be read in conjunction with a reading of the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2004.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles applicable to
interim financial information and with the requirements of Form 10-QSB and Item
310 of Regulation S-B of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. Interim results are not necessarily indicative of results
for a full year. In the opinion of management, all adjustments considered
necessary for a fair presentation of the financial position and the results of
operations and cash flows for the interim periods have been included.
2. LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENT'S PLANS
Through March 31, 2005 the Company had incurred development stage losses
totaling $6,031,626, and net cash used in operating activities of $5,102,643. At
March 31, 2005 the Company had $37,532 of cash and cash equivalents and $35,777
of net trade receivables to fund short-term working capital requirements.
The Company's ability to continue as a going concern and its future success is
dependent upon its ability to raise capital in the near term to: (1) satisfy its
current obligations, (2) continue its research and development efforts, and (3)
successfully develop, deploy and market its products on a wide scale.
3. PREPAID CONSULTING
During the quarter ended, March 31, 2005, the Company became obligated to issue
402,000 fully vested, non-forfeitable warrants to purchase shares of common
stock to two consultants for services in addition to cash payments. Warrants to
purchase a total of 267,200 shares are to be issued for services that extend
into the future and are amortized monthly over the period of the agreement,
ranging from four to six months. Warrants to purchase a total of 134,800 shares
are to be issued were for services performed during the three months ended March
31, 2005 and were expensed. Since there was no readily determinable value for
the consulting services provided or to be provided, the fair value of the
warrants granted during the three months ended March 31, 2005 was estimated as
of the date of grant using the Black-Scholes stock option pricing model, based
on the following weighted average assumptions: annual expected return of 0%;
annual volatility of 0%; and based upon a risk-free interest rate of 3.0% and
expected warrant life of 2 years. The Company accounted for the prepaid value of
consulting services in accordance with EITF 00-18, Accounting Recognition for
Certain Transactions Involving Equity Instruments Granted to Other Than
Employees.
During the quarter ended, March 31, 2005, the Company granted 100,000 fully
vested, nonforfeitable shares of common stock to a consultant for services that
extend into the future and are amortized monthly over the period of one year,
the term of the agreement. Since there was no readily determinable value for the
consulting services provided or to be provided, the fair value of the shares was
recorded as of the date of grant in the amount of $110,000. The Company
accounted for the prepaid value of consulting services in accordance with EITF
00-18, Accounting Recognition for Certain Transactions Involving Equity
Instruments Granted to Other Than Employees.
6
Techedge, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statements
(UNAUDITED)
4. STOCKHOLDERS' EQUITY
In February 2005, the Company completed a private placement of 260,000 shares of
common stock at a price of $1.00 per share, or gross proceeds of $260,000.
During the quarter ended, March 31, 2005, the Company granted 402,000 fully
vested, nonforfeitable warrants to purchase shares of common stock to two
consultants for services in addition to cash payments. See Footnote 3 for more
information regarding transaction.
During the quarter ended, March 31, 2005, the Company granted 100,000 fully
vested, nonforfeitable shares of common stock to a consultant for services. See
Footnote 3 for more information regarding transaction.
5. RELATED PARTY TRANSACTIONS
The Company records material related party transactions. The Company incurs
costs for certain administrative expenses from a company owned 100% by the
Company's CEO. Those charges are included in general and administrative
expenses. The Company also provides services to a related party and those
amounts are included in revenue.
The Company also purchases equipment used in the Research and Development from a
company owned 100% by the Company's CEO.
The Company also engages in advances to and advances from related parties. The
advances have no stated terms of repayment and carry no interest.
Following is a summary of transactions and balances with affiliated entities and
related parties for 2005 and 2004:
Three Months Ended
March 31,
------------------------
2005 2004
---------- ----------
Revenues from related parties $ -- $ 6,025
Purchases and expenses from related parties $ 2,400 $ 18,691
Due from related parties $ 133,752 $ 45,163
Amounts due to officers consist of advances from the Company's CEO to fund the
Company's operations. It also includes compensation deferred by the Company's
CEO, CFO, CTO and COO. No written repayment agreements exist with either
officer. Amounts are unsecured, non-interest bearing and due upon demand.
6. SUBSEQUENT EVENTS
In April 2005, the Company completed a private placement of 95,000 shares of
common stock at a purchase price of $1.00 per share, or gross proceeds of
$95,000, and, for no additional consideration, a cashless 2-year warrant to
purchase an additional 95,000 shares at an exercise price of $1.50 per share. A
value of $36,770 of the proceeds has been allocated to the warrant.
In April 2005, the Company completed a private placement of 367,647 of common
stock at a purchase price of $0.68 per share, or gross proceeds of $250,000,
and, for no additional consideration, a cashless 5-year warrant to purchase an
additional 147,059 shares at an exercise price of $1.10 per share. A value of
$71,470 of the proceeds has been allocated to the warrant.
In May 2005, the Company completed a private placement of 367,647 of common
stock at a purchase price of $0.68 per share, or gross proceeds of $250,000,
and, for no additional consideration, a cashless 5-year warrant to purchase an
additional 147,059 shares at an exercise price of $1.10 per share. A value of
$68,240 of the proceeds has been allocated to the warrant.
7
Item 2. Management's Discussion and Analysis or Plan of Operation
NOTE REGARDING FORWARD-LOOKING STATEMENTS
You should read the following discussion together with the more detailed
business information and consolidated financial statements and related notes
that appear elsewhere in this report and in the documents that we incorporate by
reference into this report. This report may contain certain "forward-looking"
information within the meaning of the Private Securities Litigation Reform Act
of 1995. In some cases, you can identify forward-looking statements by our use
of words such as "may," "will," "should," "could," "expect," "plan," "intend,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue" or the
negative or other variations of these words, or other comparable words or
phrases. This information involves risks and uncertainties. Our actual results
may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, those discussed in Part I, Item 1 of our annual report on Form
10-KSB under the caption "Business--Risk Factors," which annual report was filed
on March 31, 2005.
Unless the context requires otherwise, references to "we," "us," "our,"
"Techedge" and the "Company" refer to Techedge, Inc. and its consolidated
subsidiaries.
CRITICAL ACCOUNTING POLICIES
See "Summary of Significant Accounting Policies" in the Notes to Consolidated
Financial Statements December 31, 2004 in our annual report on Form 10-KSB filed
on March 31, 2005 for our critical accounting policies. These policies include
revenue recognition, determining our allowance for doubtful accounts receivable,
accounting for cost of revenue, valuation of long-lived assets and research and
development costs. No significant changes in our critical accounting policies
have occurred since December 31, 2004.
BUSINESS OVERVIEW
Techedge is a mobile voice over Internet protocol, or VoIP, solution provider.
Techedge has developed network services for carriers combining matured wireless
products with advanced VoIP technology. Techedge is primarily focused on
providing low cost mobile VoIP products and services and carving a niche in
providing enabling technology to communications service providers targeting
underserved markets in the United States. We are in the development stage, and
have not yet initiated sales from our principal product, IP-PCS systems and
solutions. We have substantially completed development of our initial product
offering and are engaged in efforts to initiate commercialization of this
product. We are headquartered in New Jersey, with research and development and
support centers in both the U.S. & China.
The following discussion should be read in conjunction with our condensed
consolidated financial statements and the notes thereto:
RESULTS OF OPERATIONS
Revenues
Current revenues are from limited sales of VoIP and value added communications
services to business and residential customers. Such revenues are not
significant as we continue to focus on the commercialization of our initial
IP-PCS product and development of additional IP- PCS systems and solutions.
8
Revenue decreased to $66,503 in the 1st quarter of 2005 from $79,179 in the 1st
quarter of 2004. The decrease in VoIP service revenues is due to reduced
marketing and sales activities, and significant rate cuts in response to
continued price reductions among competitors.
No customer represented more than 10% of our total revenues for the 1st quarter
of 2005 or 2004.
Comprehensive Loss
Comprehensive loss increased to $(625,373) in the 1st quarter of 2005 from
$(261,435) in the 1st quarter of 2004. The increase in loss is due to decreased
revenues, and an increase in legal, accounting, finance, and research and
development expenses.
Cost of Revenues and Gross Margin
The cost of service revenues consists of costs primarily associated with network
operations and related personnel, telephony origination and termination services
provided by third-party carriers, and indirect costs associated with purchasing,
scheduling and quality assurance.
The cost of revenues was $36,887 in the 1st quarter of 2005, compared to $36,138
in the 1st quarter of 2004.
Gross margins decreased to $29,616 in the 1st quarter of 2005 from $43,041 in
the 1st quarter of 2004, primarily due to a temporary increase in variable cost
including termination cost as revenues decreased.
Research and Development Expenses
Research and development ("R&D") expenses consist primarily of personnel for
system design, implementation, and testing, and equipment costs associated with
IP-PCS systems and solutions development. R&D expenses increased to $198,024 in
the 1st quarter of 2005 from $83,146 in the 1st quarter of 2004. R&D costs,
including software development costs and system integration costs, are expensed
as incurred.
General and Administrative Expenses
General and administrative ("G&A") expenses consist primarily of personnel and
related overhead costs for sales, marketing, finance, legal, human resources and
general management. Such costs also include sales commissions, trade show,
advertising and other marketing and promotional expenses.
G&A expenses increased to $438,060 in the 1st quarter of 2005 from $195,968 in
the 1st quarter of 2004. We experienced a significant increase in legal,
accounting, finance, and SEC filing fees associated with becoming a publicly
traded firm as a result of Techedge's acquisition of China Quantum
Communications, Ltd., in June 2004, offset by a significant decrease in
marketing and sales expenses. We anticipate that G&A expenses will increase as
we seek to commercialize our IP-PCS systems and solutions.
Other Income (Expense)
Other income was $167 in the 1st quarter of 2005 compared to a loss of $(709) in
the 1st quarter of 2004.
Income Taxes
No tax provision has been recorded for 2005 or 2004, as a result of the
cumulative operating losses we have generated.
9
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents; working capital deficit. As of March 31, 2005, we had
cash and cash equivalents of $37,532 and a working capital deficit of
$(1,121,611), as compared to $54,876 and $(1,094,470), respectively, at December
31, 2004. The increase in our working capital deficit reflects a decrease in
current assets and an increase in current liabilities. Our current liabilities
of $1,619,319 include $1,001,942 in non-secured loans from and deferred
compensation due to the officers of the Company which are payable on demand.
Net cash provided by operating activities. Net cash used in operating activities
was $388,181 in the 1st quarter of 2005, as compared to net cash provided of
$48,599 in the 1st quarter of 2004.
Net cash used in investing activities. Net cash used in investing activities was
$16,663 in the 1st quarter of 2005, as compared to $182,801 in the 1st quarter
of 2004.
Net cash provided by financing activities. Net cash provided by financing
activities was $387,500, including $260,000 through issuance of common stock,
and $127,500 from officers' advances in the 1st quarter of 2005, as compared to
$70,085 net cash used in financing activities in the 1st quarter of 2004.
Capital Stock Transactions. In February 2005, the Company completed a private
placement of 260,000 shares of common stock aggregating $260,000 at a price of
$1.00 per share.
Currency exchange fluctuations. For the purpose of funding operations of our
Chinese subsidiary, we have implemented simple currency hedging against
fluctuations in the Chinese Renminbi to United States dollar exchange rate.
Need for current financing. Our ability to continue as a going concern is
dependent upon our ability to raise capital in the near term to: (1) satisfy our
current obligations, and (2) continue our mobile VoIP system and solution
development and commercialization efforts. Furthermore, our future success will
depend on our ability to successfully market and sell our IP-PCS products and
solutions. We do not have sufficient capital to fund our operations at the
current level unless we receive additional capital either through external
independent or related party funding, revenues from sales, further expense
reductions or some combination thereof.
SUBSEQUENT EVENTS
In April 2005, the Company completed a private placement of 95,000 shares of
common stock at a purchase price of $1.00 per share, or gross proceeds of
$95,000, and, for no additional consideration, a cashless 2-year warrant to
purchase an additional 95,000 shares at an exercise price of $1.50 per share. A
value of $36,770 of the proceeds has been allocated to the warrant.
In April 2005, the Company completed a private placement of 367,647 of common
stock at a purchase price of $0.68 per share, or gross proceeds of $250,000,
and, for no additional consideration, a cashless 5-year warrant to purchase an
additional 147,059 shares at an exercise price of $1.10 per share. A value of
$71,470 of the proceeds has been allocated to the warrant.
In May 2005, the Company completed a private placement of 367,647 of common
stock at a purchase price of $0.68 per share, or gross proceeds of $250,000,
and, for no additional consideration, a cashless 5-year warrant to purchase an
additional 147,059 shares at an exercise price of $1.10 per share. A value of
$68,240 of the proceeds has been allocated to the warrant.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
10
Item 3. Controls and Procedures
The Company, under the supervision and with the participation of its
management, including the Chief Executive Officer and the Chief Financial
Officer, evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of
the period covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective, in making known to them on a timely
basis, material information relating to the Company and the Company's
consolidated subsidiaries required to be disclosed in the Company's reports
filed or submitted under the Exchange Act. There has been no change in the
Company's internal control over financial reporting during the three months
ended March 31, 2005 that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be subject to legal proceedings, which
could have a material adverse effect on its business. At March 31, 2005 and
through the date of this filing, the Company was not a party to any litigation
matter.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 1, 2005, the Company granted to a consultant as partial payment for
consulting services two-year warrants to purchase 250,000 shares of common stock
at an exercise price of $0.75 per share and 200,000 shares of common stock at an
exercise price of $1.00 per share. All of the warrants are subject to monthly
vesting, and, as a result of the Company's termination of the consulting
agreement, only 84,000 of the $0.75 warrants and 68,000 of the $1.00 warrants
have vested.
On March 15, 2005, the Company granted 100,000 shares of common stock and
two-year warrants to purchase 250,000 shares of common stock at an exercise
price of $0.75 per share to a consultant as partial payment for business
advisory services.
None of the transactions involved a public offering, and we believe that each
transaction was exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) of the Securities Act. None of the transactions
involved any underwriters, underwriting discounts or commissions. The securities
granted in these transactions are restricted and may not be resold unless they
are subsequently registered under the Securities Act or resold pursuant to an
applicable exemption therefrom. Appropriate legends are to be affixed to the
share certificates and instruments to be issued in the transactions.
Item 6. Exhibits
The following exhibits are being filed herewith pursuant to Item 601 of
Regulations S-B:
10.1 Stock Purchase Agreement, dated as of February 8, 2005, between
Techedge, Inc. ("Techedge"), and Pacific Century Fund LLC
(incorporated by reference to Exhibit 10.1 to Techedge's current
report on Form 8-K filed on February 14, 2005)
10.2 Offer Letter, dated December 27, 2004, between Techedge and Eugene
K. Chen (incorporated by reference to Exhibit 99.1 to Techedge's
current report on Form 8-K filed on March 16, 2005)
31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Peter Wang,
Chairman of the Board of Directors and Chief Executive Officer of
Techedge
31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Ya Li, Chief
Financial Officer of Techedge
32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350), executed by Peter Wang, Chairman of the Board of
Directors and Chief Executive Officer of Techedge
32.2 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350), executed by Ya Li, Chief Financial Officer of Techedge
11
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TECHEDGE, INC.
Date: May 16, 2005 By: /s/ PETER WANG
-------------------------
Peter Wang
Chief Executive Officer
(Principal Executive Officer)
12
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 Stock Purchase Agreement, dated as of February 8, 2005, between
Techedge, Inc. ("Techedge"), and Pacific Century Fund LLC
(incorporated by reference to Exhibit 10.1 to Techedge's current
report on Form 8-K filed on February 14, 2005)
10.2 Offer Letter, dated December 27, 2004, between Techedge and Eugene
K. Chen (incorporated by reference to Exhibit 99.1 to Techedge's
current report on Form 8-K filed on March 16, 2005)
31.1 Rule 13a-14(a)/15d-14(a) Certification, executed by Peter Wang,
Chairman of the Board of Directors and Chief Executive Officer of
Techedge
31.2 Rule 13a-14(a)/15d-14(a) Certification, executed by Ya Li, Chief
Financial Officer of Techedge
32.1 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350), executed by Peter Wang, Chairman of the Board of
Directors and Chief Executive Officer of Techedge
32.2 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18
U.S.C. 1350), executed by Ya Li, Chief Financial Officer of Techedge