UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February, 6, 2006
TECHEDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-50005 04-3703334
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
33 Wood Avenue South, 7F
Iselin, New Jersey 07310
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 632-9896
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
On February 6, 2006, the Board of Directors of Techedge Inc. (the
"Company") dismissed Rosenberg, Rich, Baker, Berman & Co. ("RRBB") as the
Company's independent registered public accounting firm. The decision to change
accountants was made unanimously by the Company's Board of Directors.
RRBB's reports on the Company's financial statements for the past two
fiscal years contained a statement that the Company had no established sources
of revenues and as such raised substantial doubt about the Company's ability to
continue as a going concern. Except for the statement discussed in the
immediately preceding sentence, RRBB's reports on the Company's financial
statements for the past two fiscal years did not contain any adverse opinion,
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the two most recent fiscal years and through February 6, 2006,
there have been no disagreements with RRBB on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of RRBB,
would have caused RRBB to make reference to the subject matter of the
disagreement in connection with its reports on the financial statements for such
periods.
During the two most recent fiscal years and through February 6, 2005,
there have been no reportable events as described in Item 304(a)(1)(iv)(B) of
Regulation S-B.
The Company has provided RRBB with a copy of this Form 8-K and requested
that RRBB furnish it with a letter addressed to the Securities and Exchange
Commission, stating whether it agrees with the statements made by the Company
herein, and if not, stating the respects in which it does not agree. By letter
dated February 7, 2006, attached as Exhibit 16.1 to this Current Report on Form
8-K, RRBB stated that it agreed with the statements contained herein related to
it.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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16.1 Letter of RRBB, dated as of February 7, 2006, to the
Securities and Exchange Commission, regarding agreement
with the statements made in this Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TECHEDGE, INC.
By /s/ Ya Li
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Name: Ya Li
Title: Chief Financial Officer
Dated: February 8, 2006
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of RRBB, dated as of February 7, 2006, to the
Securities and Exchange Commission, regarding agreement
with the statements made in this Form 8-K.
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