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): May 20, 2005

                                 TECHEDGE, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                     000-50005                 04-3703334
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

  33 Wood Avenue South, 7F
        Iselin, New Jersey                                      07310
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

        Registrant's telephone number, including area code (732) 632-9896

      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))

<PAGE>

Item 1.01      Entry into a Material Definitive Agreement.

      The stockholders of Techedge, Inc. ("Techedge" or the "Company") ratified
its board of directors' adoption of Techedge's 2005 Equity Compensation Plan at
the annual stockholders' meeting on May 20, 2005.

Description of the 2005 Equity Compensation Plan

The following description of the principal terms of the 2005 Plan is a summary
and is qualified in its entirety by the full text of the 2005 Plan.

      Administration.  The 2005 Plan will be  administered  by a duly authorized
committee appointed by the Board of Directors and charged with administration of
the 2005  Plan.  The  Committee  may grant  options  to  purchase  shares of the
Company's  common stock,  stock purchase  rights and restricted or  unrestricted
stock  awards  ("awards")  of  shares  of common  stock to  eligible  employees,
directors and  consultants,  determine the terms and  conditions of each option,
stock purchase right or award and adopt, amend and rescind rules and regulations
for the  administration  of the 2005 Plan. No options,  stock purchase rights or
awards may be made under the 2005 Plan after April 14,  2015,  but the 2005 Plan
shall continue  thereafter  while  previously  granted  options,  stock purchase
rights or awards remain subject to the 2005 Plan.

      Employees, Directors and Consultants Eligible to Receive Options or Awards
Under the 2005 Plan. Persons eligible to receive options,  stock purchase rights
or awards under the 2005 Plan are those employees,  directors and consultants of
Techedge and its  subsidiaries  who, in the opinion of the  Committee,  are in a
position to make a significant contribution to our success.

      Shares Subject to the 2005 Plan.  Subject to adjustments  set forth in the
2005 Plan, the aggregate number of shares of common stock available for issuance
under the 2005 Plan will be  8,500,000,  subject to  customary  adjustments  for
stock splits,  stock dividends or similar  transactions.  If any option or stock
purchase  right  granted  under the 2005 Plan  terminates  without  having  been
exercised in full or if any award is  forfeited,  the number of shares of common
stock as to which such option, stock purchase right or award was forfeited shall
be available  for future grants  within  certain  limits under the 2005 Plan. No
director,  employee or consultant may receive awards of or relating to more than
4,000,000 shares of Techedge's common stock in the aggregate in any year.

      Terms and  Conditions of Options.  The Committee  determines  the exercise
price of options  granted under the 2005 Plan.  The exercise  price of incentive
stock  options,  however,  must be at least equal to the fair  market  value per
share of common  stock (or 110% of fair  market  value in the case of  incentive
options  granted to a  ten-percent  stockholder)  issuable  upon exercise of the
option  at  the  time  the  incentive  option  was  granted.  No  option  may be
exercisable  for more than ten  years  (five  years in the case of an  incentive
option  granted to a ten-percent  stockholder)  from the date of grant.  Options
issued  under  the 2005 Plan  will be  exercisable  at such time or times as the
Committee  prescribes at the time of grant.  Unless otherwise  determined by the
Committee,  options will  generally be  exercisable as to 12.5% of the shares of
common stock underlying such option 6th months after the date of grant and as to
1/42 of the remaining shares subject to the option each month thereafter.


                                      -2-
<PAGE>

      Generally, the option price may be paid (a) in cash or by certified check,
bank draft or money order, (b) through delivery of shares of common stock having
a fair market value equal to the purchase  price,  or (c) a combination of these
methods.  The  Committee is also  authorized  to  establish a cashless  exercise
program.

      No option may be transferred  other than by will or by the laws of descent
and distribution,  and during a recipient's  lifetime an option may be exercised
only by the recipient.  Unless  otherwise  determined by the Committee,  options
that are  exercisable  at the time of a recipient's  termination of service with
Techedge will continue to be exercisable  for three months (twelve months if the
optionee terminates service due to death or disability).

      Terms and Conditions of Stock Purchase  Rights.  Stock purchase rights may
be issued  either  alone,  or in tandem with,  options or other awards under the
2005 Plan.  A stock  purchase  right  allows a recipient  to purchase a share of
common stock at a price  determined by the Committee.  The Company will have the
right to  repurchase  the shares of common  stock that are  subject to the award
upon the recipient's  termination of service. Unless otherwise determined by the
Committee,  the  Company's  right of  repurchase  will  lapse as to 12.5% of the
purchased  shares 6 months  after the date of grant and will lapse as to 1/42 of
the remaining purchased shares each month thereafter.

      Terms and  Conditions of Restricted  Stock Awards.  The Committee may also
grant a restricted stock award to any eligible employee, director or consultant.
Under a restricted  stock award,  shares of common stock that are the subject of
the award are  generally  subject to forfeiture to the extent that the recipient
terminates  service with the Company  prior to the award having  vested.  Unless
otherwise  determined  by the  Committee,  12.5%  of  the  shares  subject  to a
restricted stock award will vest 6 months after the date of grant and as to 1/42
of the remaining shares each month  thereafter.  Unless otherwise  determined by
the  Committee,  holders of  restricted  shares will have the right to vote such
shares  and to  receive  any cash  dividends  with  respect  thereto  during the
restriction period. Any stock dividends will be subject to the same restrictions
as the underlying shares of restricted stock.

      Terms and Conditions of Unrestricted Stock Awards. The Committee may grant
unrestricted  stock awards to any  eligible  employee,  director or  consultant.
Unrestricted  shares do not  require any  payment by the  recipient  and are not
subject to forfeiture.

      In the event of a  consolidation  or merger in which  Techedge  is not the
surviving  corporation or which results in the acquisition of substantially  all
Techedge's  outstanding  stock by a single  person  or  entity  or by a group of
persons  and/or  entities  acting  in  concert,  or in the  event of the sale or
transfer of substantially all Techedge's assets, the 2005 Plan provides that all
outstanding  options and stock purchase rights will become  exercisable,  unless
the successor  entity assumes such options and stock purchase  rights,  and that
the  Company's  right of  repurchase  with  respect  to  shares  covered  by all
outstanding   stock  purchase  rights  and  all  restrictions  with  respect  to
restricted stock awards will lapse.

      The  Board  may at any  time  amend  the  2005  Plan  for the  purpose  of
satisfying  the  requirements  of the Internal  Revenue Code of 1986, as amended
(the  "Code"),  or other  applicable  law or  regulation  or for any other legal
purpose,  provided that, without the consent of our stockholders,  the Board may
not (a) increase the number of shares of common stock  available  under the 2005
Plan,  (b) change the group of  individuals  eligible to receive  options and/or
purchase grants, or (c) extend the term of the 2005 Plan.


                                      -3-
<PAGE>

Item 1.02      Termination of a Material Definitive Agreement.

      As a result of  Techedge's  stockholders  ratification  of the 2005 Equity
Compensation Plan at the annual stockholders'  meeting on May 20, 2005, Techedge
has terminated the China Quantum  Communications,  Ltd. ("CQCL") 2001 Stock Plan
with respect to future option grants.

Description of the CQCL 2001 Stock Plan

      Adoption  and  Shares  Reserved.  Our  board  of  directors  approved  the
assumption  of the CQCL 2001 Stock Plan in August  2004 in  connection  with our
acquisition  of CQCL.  The 2001 Stock Plan  provided  for the grant of incentive
stock options to our employees,  and for the grant of nonstatutory stock options
to our employees, directors and consultants.

      The 2001 Stock Plan provided that the maximum  aggregate  number of shares
that may be  subject  to  option  and sold  pursuant  to the plan is  11,557,488
shares. As a result of the stockholders ratification of the adoption of the 2005
Equity  Compensation  Plan, the 2001 Stock Plan has been terminated with respect
to future  option  grants.  We are required to reserve and keep  available  such
number of shares to satisfy the outstanding  but  unexercised  options that have
been granted under the 2001 Stock Plan.

      Administration.  Our  board  of  directors  or a  committee  of our  board
administers the 2001 plan. The administrator has the power to determine the fair
market value of the shares,  select the  employees,  directors or consultants to
whom options are to be granted, the terms of the options granted,  including the
exercise  price,  the  number  of  shares  covered  by  each  option,   form  of
consideration,  terms of exercisability of the options and vesting  acceleration
or waiver of forfeiture  restrictions;  however,  no additional  options will be
granted under the 2001 plan.

      Exercise Price. The administrator determines the exercise price of options
granted  under the 2001 plan,  subject to the  following  requirements:  (i) the
exercise price of incentive stock options shall be no less than 100% of the fair
market value per share, and for incentive stock options granted to employees who
own  greater  than 10% of the voting  power of all  classes  of our  stock,  the
exercise  price shall be no less than 110% of the fair  market  value per share;
and (ii) the exercise price of nonstatutory  stock options shall be no less than
85% of the fair  market  value per share,  and for  nonstatutory  stock  options
granted to employees,  directors or consultants  who own greater than 10% of the
voting power of all classes of stock,  the exercise  price shall be no less than
110% of the fair market value per share. The term of an option may not exceed 10
years  from the date of grant,  except in the case of  incentive  stock  options
granted to  employees  owning  more than 10% of the  voting  power of all of our
classes of stock, in which case the term shall be no more than 5 years.

      Termination  of  Employment.  After  termination  of one of our employees,
directors or  consultants,  that person may exercise an option for the period of
time stated in the option  agreement.  In the case of  termination of one of our
employees,  directors or consultants due to death or disability, the option will
remain exercisable for 6 months following the date of termination.  In all other
cases, in the absence of a period of time in the option agreement, to the extent
the option is vested the option will remain  exercisable  for 30 days  following
the date of  termination.  To the extent that an option is not exercised  within
the applicable time period,  the unexercised  option is reverted to the plan. If
on the date of termination, the option is not fully vested, the unvested portion
of the option is reverted to the plan.


                                      -4-
<PAGE>

      Non-Transferability of Options. Our 2001 plan generally does not allow for
the  transfer  of options,  except by will or the laws of descent,  and only the
holder of an option may exercise the option during the holder's lifetime.

      Adjustments  upon Merger or Asset Sale.  Our 2001 plan  provides  that the
Administrator  may allow holders to exercise  options in the event of a proposed
dissolution  or  liquidation  of the company.  The plan also provides that if we
merge with another corporation, sell all or substantially all of our assets, the
successor  corporation  will assume or provide a substitute for each option.  If
the  outstanding  options are not  assumed or  substituted,  the  options  shall
terminate as of the date of the merger or asset sale.

      Amendment and Termination.  Our 2001 plan has been terminated with respect
to future  option  grants.  Our board of directors  has the  authority to amend,
suspend or terminate the plan  provided it does not adversely  affect any option
previously granted under it.


                                      -5-
<PAGE>

                                    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/ Peter Wang
                                          --------------------------------------
                                           Name:  Peter Wang
                                           Title: Chief  Executive  Officer and
                                                  Chairman of the Board


Dated:  May 26, 2005


                                      -6-
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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): May 20, 2005

                                 TECHEDGE, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                     000-50005                 04-3703334
--------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

  33 Wood Avenue South, 7F
        Iselin, New Jersey                                      07310
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

        Registrant's telephone number, including area code (732) 632-9896

      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 1.01      Entry into a Material Definitive Agreement.

      The stockholders of Techedge, Inc. ("Techedge" or the "Company") ratified
its board of directors' adoption of Techedge's 2005 Equity Compensation Plan at
the annual stockholders' meeting on May 20, 2005.

Description of the 2005 Equity Compensation Plan

The following description of the principal terms of the 2005 Plan is a summary
and is qualified in its entirety by the full text of the 2005 Plan.

      Administration.  The 2005 Plan will be  administered  by a duly authorized
committee appointed by the Board of Directors and charged with administration of
the 2005  Plan.  The  Committee  may grant  options  to  purchase  shares of the
Company's  common stock,  stock purchase  rights and restricted or  unrestricted
stock  awards  ("awards")  of  shares  of common  stock to  eligible  employees,
directors and  consultants,  determine the terms and  conditions of each option,
stock purchase right or award and adopt, amend and rescind rules and regulations
for the  administration  of the 2005 Plan. No options,  stock purchase rights or
awards may be made under the 2005 Plan after April 14,  2015,  but the 2005 Plan
shall continue  thereafter  while  previously  granted  options,  stock purchase
rights or awards remain subject to the 2005 Plan.

      Employees, Directors and Consultants Eligible to Receive Options or Awards
Under the 2005 Plan. Persons eligible to receive options,  stock purchase rights
or awards under the 2005 Plan are those employees,  directors and consultants of
Techedge and its  subsidiaries  who, in the opinion of the  Committee,  are in a
position to make a significant contribution to our success.

      Shares Subject to the 2005 Plan.  Subject to adjustments  set forth in the
2005 Plan, the aggregate number of shares of common stock available for issuance
under the 2005 Plan will be  8,500,000,  subject to  customary  adjustments  for
stock splits,  stock dividends or similar  transactions.  If any option or stock
purchase  right  granted  under the 2005 Plan  terminates  without  having  been
exercised in full or if any award is  forfeited,  the number of shares of common
stock as to which such option, stock purchase right or award was forfeited shall
be available  for future grants  within  certain  limits under the 2005 Plan. No
director,  employee or consultant may receive awards of or relating to more than
4,000,000 shares of Techedge's common stock in the aggregate in any year.

      Terms and  Conditions of Options.  The Committee  determines  the exercise
price of options  granted under the 2005 Plan.  The exercise  price of incentive
stock  options,  however,  must be at least equal to the fair  market  value per
share of common  stock (or 110% of fair  market  value in the case of  incentive
options  granted to a  ten-percent  stockholder)  issuable  upon exercise of the
option  at  the  time  the  incentive  option  was  granted.  No  option  may be
exercisable  for more than ten  years  (five  years in the case of an  incentive
option  granted to a ten-percent  stockholder)  from the date of grant.  Options
issued  under  the 2005 Plan  will be  exercisable  at such time or times as the
Committee  prescribes at the time of grant.  Unless otherwise  determined by the
Committee,  options will  generally be  exercisable as to 12.5% of the shares of
common stock underlying such option 6th months after the date of grant and as to
1/42 of the remaining shares subject to the option each month thereafter.

                                      -2-
Generally, the option price may be paid (a) in cash or by certified check,
bank draft or money order, (b) through delivery of shares of common stock having
a fair market value equal to the purchase  price,  or (c) a combination of these
methods.  The  Committee is also  authorized  to  establish a cashless  exercise
program.

      No option may be transferred  other than by will or by the laws of descent
and distribution,  and during a recipient's  lifetime an option may be exercised
only by the recipient.  Unless  otherwise  determined by the Committee,  options
that are  exercisable  at the time of a recipient's  termination of service with
Techedge will continue to be exercisable  for three months (twelve months if the
optionee terminates service due to death or disability).

      Terms and Conditions of Stock Purchase  Rights.  Stock purchase rights may
be issued  either  alone,  or in tandem with,  options or other awards under the
2005 Plan.  A stock  purchase  right  allows a recipient  to purchase a share of
common stock at a price  determined by the Committee.  The Company will have the
right to  repurchase  the shares of common  stock that are  subject to the award
upon the recipient's  termination of service. Unless otherwise determined by the
Committee,  the  Company's  right of  repurchase  will  lapse as to 12.5% of the
purchased  shares 6 months  after the date of grant and will lapse as to 1/42 of
the remaining purchased shares each month thereafter.

      Terms and  Conditions of Restricted  Stock Awards.  The Committee may also
grant a restricted stock award to any eligible employee, director or consultant.
Under a restricted  stock award,  shares of common stock that are the subject of
the award are  generally  subject to forfeiture to the extent that the recipient
terminates  service with the Company  prior to the award having  vested.  Unless
otherwise  determined  by the  Committee,  12.5%  of  the  shares  subject  to a
restricted stock award will vest 6 months after the date of grant and as to 1/42
of the remaining shares each month  thereafter.  Unless otherwise  determined by
the  Committee,  holders of  restricted  shares will have the right to vote such
shares  and to  receive  any cash  dividends  with  respect  thereto  during the
restriction period. Any stock dividends will be subject to the same restrictions
as the underlying shares of restricted stock.

      Terms and Conditions of Unrestricted Stock Awards. The Committee may grant
unrestricted  stock awards to any  eligible  employee,  director or  consultant.
Unrestricted  shares do not  require any  payment by the  recipient  and are not
subject to forfeiture.

      In the event of a  consolidation  or merger in which  Techedge  is not the
surviving  corporation or which results in the acquisition of substantially  all
Techedge's  outstanding  stock by a single  person  or  entity  or by a group of
persons  and/or  entities  acting  in  concert,  or in the  event of the sale or
transfer of substantially all Techedge's assets, the 2005 Plan provides that all
outstanding  options and stock purchase rights will become  exercisable,  unless
the successor  entity assumes such options and stock purchase  rights,  and that
the  Company's  right of  repurchase  with  respect  to  shares  covered  by all
outstanding   stock  purchase  rights  and  all  restrictions  with  respect  to
restricted stock awards will lapse.

      The  Board  may at any  time  amend  the  2005  Plan  for the  purpose  of
satisfying  the  requirements  of the Internal  Revenue Code of 1986, as amended
(the  "Code"),  or other  applicable  law or  regulation  or for any other legal
purpose,  provided that, without the consent of our stockholders,  the Board may
not (a) increase the number of shares of common stock  available  under the 2005
Plan,  (b) change the group of  individuals  eligible to receive  options and/or
purchase grants, or (c) extend the term of the 2005 Plan.

                                      -3-
Item 1.02      Termination of a Material Definitive Agreement.

      As a result of  Techedge's  stockholders  ratification  of the 2005 Equity
Compensation Plan at the annual stockholders'  meeting on May 20, 2005, Techedge
has terminated the China Quantum  Communications,  Ltd. ("CQCL") 2001 Stock Plan
with respect to future option grants.

Description of the CQCL 2001 Stock Plan

      Adoption  and  Shares  Reserved.  Our  board  of  directors  approved  the
assumption  of the CQCL 2001 Stock Plan in August  2004 in  connection  with our
acquisition  of CQCL.  The 2001 Stock Plan  provided  for the grant of incentive
stock options to our employees,  and for the grant of nonstatutory stock options
to our employees, directors and consultants.

      The 2001 Stock Plan provided that the maximum  aggregate  number of shares
that may be  subject  to  option  and sold  pursuant  to the plan is  11,557,488
shares. As a result of the stockholders ratification of the adoption of the 2005
Equity  Compensation  Plan, the 2001 Stock Plan has been terminated with respect
to future  option  grants.  We are required to reserve and keep  available  such
number of shares to satisfy the outstanding  but  unexercised  options that have
been granted under the 2001 Stock Plan.

      Administration.  Our  board  of  directors  or a  committee  of our  board
administers the 2001 plan. The administrator has the power to determine the fair
market value of the shares,  select the  employees,  directors or consultants to
whom options are to be granted, the terms of the options granted,  including the
exercise  price,  the  number  of  shares  covered  by  each  option,   form  of
consideration,  terms of exercisability of the options and vesting  acceleration
or waiver of forfeiture  restrictions;  however,  no additional  options will be
granted under the 2001 plan.

      Exercise Price. The administrator determines the exercise price of options
granted  under the 2001 plan,  subject to the  following  requirements:  (i) the
exercise price of incentive stock options shall be no less than 100% of the fair
market value per share, and for incentive stock options granted to employees who
own  greater  than 10% of the voting  power of all  classes  of our  stock,  the
exercise  price shall be no less than 110% of the fair  market  value per share;
and (ii) the exercise price of nonstatutory  stock options shall be no less than
85% of the fair  market  value per share,  and for  nonstatutory  stock  options
granted to employees,  directors or consultants  who own greater than 10% of the
voting power of all classes of stock,  the exercise  price shall be no less than
110% of the fair market value per share. The term of an option may not exceed 10
years  from the date of grant,  except in the case of  incentive  stock  options
granted to  employees  owning  more than 10% of the  voting  power of all of our
classes of stock, in which case the term shall be no more than 5 years.

      Termination  of  Employment.  After  termination  of one of our employees,
directors or  consultants,  that person may exercise an option for the period of
time stated in the option  agreement.  In the case of  termination of one of our
employees,  directors or consultants due to death or disability, the option will
remain exercisable for 6 months following the date of termination.  In all other
cases, in the absence of a period of time in the option agreement, to the extent
the option is vested the option will remain  exercisable  for 30 days  following
the date of  termination.  To the extent that an option is not exercised  within
the applicable time period,  the unexercised  option is reverted to the plan. If
on the date of termination, the option is not fully vested, the unvested portion
of the option is reverted to the plan.

                                      -4-
Non-Transferability of Options. Our 2001 plan generally does not allow for
the  transfer  of options,  except by will or the laws of descent,  and only the
holder of an option may exercise the option during the holder's lifetime.

      Adjustments  upon Merger or Asset Sale.  Our 2001 plan  provides  that the
Administrator  may allow holders to exercise  options in the event of a proposed
dissolution  or  liquidation  of the company.  The plan also provides that if we
merge with another corporation, sell all or substantially all of our assets, the
successor  corporation  will assume or provide a substitute for each option.  If
the  outstanding  options are not  assumed or  substituted,  the  options  shall
terminate as of the date of the merger or asset sale.

      Amendment and Termination.  Our 2001 plan has been terminated with respect
to future  option  grants.  Our board of directors  has the  authority to amend,
suspend or terminate the plan  provided it does not adversely  affect any option
previously granted under it.

                                      -5-
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/ Peter Wang
                                          --------------------------------------
                                           Name:  Peter Wang
                                           Title: Chief  Executive  Officer and
                                                  Chairman of the Board

Dated:  May 26, 2005

                                      -6-