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 4, 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                                          08830
--------------------------------------------------------------------------------
(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.

      On May 4, 2005, Alpha Capital Aktiengesellschaft ("Alpha") became a party
to the subscription agreement, dated April 29, 2005, between Techedge, Inc. and
Whalehaven Capital Fund Limited ("Whalehaven") pursuant to which Techedge
previously sold 367,647 shares of its common stock, par value $.0001 per share,
to Whalehaven for a purchase price of $0.68 per share, or $250,000 in the
aggregate, and issued to Whalehaven for no additional consideration a warrant
("Warrant") to purchase 147,059 shares of common stock at an exercise price of
$1.10 per share, which Warrant is exercisable at any time through the close of
business on April 29, 2010. Under the subscription agreement, Alpha purchased
367,647 shares of Techedge common stock for $0.68 per share, or $250,000 in the
aggregate, and Techedge issued to Alpha for no additional consideration a
Warrant to purchase 147,059 shares of Techedge common stock at an exercise price
of $1.10 per share, which Warrant is exercisable at any time through the close
of business on May 4, 2010. Following the sale of the shares of common stock to
Alpha, there were 81,090,294 shares of Techedge common stock outstanding. Alpha
and Whalehaven are referred to collectively as the Subscribers. Under the
subscription agreement, each of the Subscribers agreed to purchase at a second
closing an additional 367,647 shares of common stock for a purchase price of
$0.68 per share, or $250,000 in the aggregate, and a Warrant to purchase an
additional 147,059 shares of common stock at an exercise price of $1.10 per
share, which Warrant will be exercisable at any time through the close of
business on the fifth anniversary of its date of issue. The Subscribers'
obligation to effect the second closing is subject only to customary closing
conditions outside of their control, including, among other things, the
effectiveness of a shelf registration statement (the "Registration Statement")
registering the resale of the shares of common stock purchased pursuant to the
subscription agreement (the "Shares") and the shares of common stock underlying
the Warrants (the "Warrant Shares" and together with the Shares, the
"Registrable Shares"). Subject to the satisfaction of such conditions, the
second closing is scheduled to occur on the fifth day after such shelf
registration statement is declared effective. Techedge has agreed to pay an
unaffiliated third party a fee equal to 8% of the gross proceeds received by
Techedge pursuant to the suscription agreement.

      Except for a registration statement filed pursuant to the subscription
agreement or as otherwise permitted under the subscription agreement, Techedge
has agreed not to file any registration statements or amend any already filed
registration statement including but not limited to a Form S-8 with the
Securities and Exchange Commission or with state regulatory authorities without
the consent of Whalehaven until the sooner of (i) the date on which the
Registration Statement shall have been current and available for use in
connection with the public resale of the Registrable Shares for 120 days or (ii)
until all the Shares have been resold or are transferable by the Subscribers
pursuant to a registration statement or Rule 144, without regard to volume
limitations ("Exclusion Period"). The Exclusion Period will be tolled during the
pendency of a Non-Registration Event as hereinafter defined. With respect to
Form S-8, the Exclusion Period shall be determined only pursuant to clause (ii)
above.

      Techedge also agreed that until the end of the Exclusion Period, Techedge
will not enter into any acquisition, merger, exchange or sale or other
transaction that could have the effect of delaying the effectiveness of any
pending registration statement or causing an already effective registration
statement to no longer be effective or current for a period of more than 30
consecutive days or 45 days, in the aggregate, during any 365-day period


                                      -2-
<PAGE>

      Under the subscription agreement Techedge is required to file the
Registration Statement covering the resale of the Registrable Shares not later
than May 29, 2005, and use its reasonable efforts to cause the Registration
Statement to be declared effective not later than 120 days after April 29, 2005.
In the event that Techedge breaches these requirements or any other
Non-Registration Event, as defined in the subscription agreement, occurs, then
Techedge is required to pay the Subscribers liquidated damages equal to 1.5% of
their purchase price for the shares under the subscription agreement for each
30-day period of non-compliance or a prorated amount for any shorter period.
Techedge also granted the Subscribers a demand registration right and piggyback
registration rights that the Subscribers may exercise in the event that the
Registrable Shares are not otherwise registered pursuant to an effective
registration statement. Techedge is subject to additional liquidated damages in
the event that it fails to deliver stock certificates as required under the
subscription agreement.

      The subscription agreement grants the Subscribers a right of first refusal
to purchase any shares of common stock, other equity securities, obligations
convertible or exercisable for equity securities or debt obligations that
Techedge proposes to issue prior to April 29, 2006, subject to a number of
limited exceptions set forth in the subscription agreement. Until the
Registration Statement has been effective for a period of not less than 2 years
for the sale of the Registrable Shares, or during the pendency of a
Non-Registration Event, or when any compensation or liquidated damages are
accruing or are outstanding, Techedge will not enter into an agreement to issue
nor issue, other than certain customary excepted issuances, any equity,
convertible debt or other securities convertible into common stock or equity of
Techedge nor modify any of the foregoing which may be outstanding at anytime at
a price equal to or below the share purchase price and Warrant exercise price
then in effect pursuant to the subscription agreement, without the prior written
consent of the Subscribers, which consent may be withheld for any reason. Until
the end of the two year period, Techedge will not enter into any equity line of
credit or similar agreement, nor issue or agree to issue any floating or
variable priced equity linked instruments nor any of the foregoing or equity
with price reset rights.

      Other than with respect to certain excepted issuances, if at any time
shares of common stock purchased pursuant to the subscription agreement are held
by the Subscribers until three years after the actual effective date of the
Registration Statement, Techedge shall offer, issue or agree to issue any common
stock or securities convertible into or exercisable for shares of common stock
(or modify any of the foregoing which may be outstanding) to any person or
entity at a price per share of common stock or exercise price per share of
common stock which shall be less than the per share purchase price of the
Shares, or less than the exercise price per Warrant Share, respectively, without
the consent of the Subscribers, then Techedge shall issue, for each such
occasion, additional shares of common stock to the Subscribers so that the
average per share purchase price of the shares of common stock issued to the
Subscribers (of only the Shares or Warrant Shares still owned by the
Subscribers) is equal to such other lower price per share and the Warrant
exercise price shall automatically be reduced to such other lower price per
share; provided, however, that to the extent that any adjustment is made to the
exercise price under the Warrant as a result of such issuance, no adjustment
shall be made to the Warrant exercise price pursuant to the subscription
agreemennt.


                                      -3-
<PAGE>

      Each of the Warrants provides that until its expiration date, if Techedge
shall issue any common stock except for certain excepted issuances, prior to the
complete exercise of this Warrant for a consideration per share less than the
purchase price that would be in effect at the time of such issuance, then, and
thereafter successively upon each such issuance, the purchase price shall be
reduced to such other lower issuance price. For purposes of this adjustment, the
issuance of any security or debt instrument of Techedge carrying the right to
convert such security or debt instrument into common stock or of any warrant,
right or option to purchase common stock shall result in an adjustment to the
purchase price upon the issuance of the above-described security, debt
instrument, warrant, right, or option and again at any time upon any subsequent
issuances of shares of common stock upon exercise of such conversion or purchase
rights if such issuance is at a price lower than the purchase price in effect
upon such issuance. The reduction of the purchase price pursuant to the
subscription agreement is in addition to the other rights of Whalehaven under
the subscription agreement.

      Techedge and the Subscribers, among other parties, entered into a funds
escrow agreement, dated as of April 29, 2005, to faciliate the closing of the
transactions contemplated by the subscription agreement.

Item 3.02         Unregistered Sales of Equity Securities.

      Reference is made to Item 1.01 hereof with respect to Techedge's entry
into the subscription agreement with Alpha. On May 4, 2005, Techedge sold an
additional 367,647 shares of its common stock, par value $.0001 per share, to
Alpha for an aggregate purchase price of $250,000 and issued the Warrant to
Alpha for no additional consideration. The shares and the Warrant were issued in
a private placement of securities exempt from registration under the Securities
Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act.

      Techedge's reliance upon the exemption from registration afforded by
Section 4(2) of the Securities Act is premised on the following:

      o     Alpha executed the subscription agreement in which it acknowledged,
            among other things, that (i) the Shares and the Warrant to be
            purchased by it, as well as the Warrant Shares, would not, upon
            consummation of the sale or exercise of the Warrant, as applicable,
            be registered under the Securities Act and could not be transferred
            in the absence of registration under the Securities Act or an
            effective exemption from the registration requirements of the
            Secruities Act, (ii) the certificates representing the Shares, the
            Warrant and the Warrant Shares would bear a legend referring to such
            transfer restrictions and (iii) that it was purchasing the
            securities for its own account, not as a nominee or agent, and not
            with a view toward, or resale in connection with, the public sale or
            any distribution thereof.

      o     Alpha had an opportunity to ask questions of, and receive answers
            from Techedge, concerning Techedge and the terms and conditions of
            the securities purchase.

      o     Alpha is an "accredited investor," as such term is defined pursuant
            to Rule 501(a) promulgated under the Securities Act.

      o     All of Techedge's communications with Alpha regarding the private
            placement were effected without any general solicitation or public
            advertising.


                                      -4-
<PAGE>

Item 9.01    Financial Statements and Exhibits

      The following exhibits are filed as part of this Current Report

(c)   Exhibits

      10.1  Subscription Agreement, dated as of April 29, 2005, between the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft

      10.2  Warrant dated May 4, 2005 issued to Alpha Capital
            Aktiengesellschaft

      10.3  Funds Escrow Agreement dated as of April 29, 2005 by and among the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft, among other parties.


                                      -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 5, 2005


                                      -6-
<PAGE>

                                  EXHIBIT INDEX

      10.1  Subscription Agreement, dated as of April 29, 2005, between the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft

      10.2  Warrant dated May 4, 2005 issued to Alpha Capital
            Aktiengesellschaft

      10.3  Funds Escrow Agreement dated as of April 29, 2005 by and among the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft, among other parties.


                                      -7-
{"company-data": {"conformed-name": "TECHEDGE INC", "cik": "0001190132", "assigned-sic": "6794", "irs-number": "043703334", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50005", "film-number": "05803754"}, "mail-address": {"street1": "175 FOX HOLLOW ROAD", "city": "WOODBURY", "state": "NY", "zip": "11747"}}
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 4, 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                                          08830
--------------------------------------------------------------------------------
(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.

      On May 4, 2005, Alpha Capital Aktiengesellschaft ("Alpha") became a party
to the subscription agreement, dated April 29, 2005, between Techedge, Inc. and
Whalehaven Capital Fund Limited ("Whalehaven") pursuant to which Techedge
previously sold 367,647 shares of its common stock, par value $.0001 per share,
to Whalehaven for a purchase price of $0.68 per share, or $250,000 in the
aggregate, and issued to Whalehaven for no additional consideration a warrant
("Warrant") to purchase 147,059 shares of common stock at an exercise price of
$1.10 per share, which Warrant is exercisable at any time through the close of
business on April 29, 2010. Under the subscription agreement, Alpha purchased
367,647 shares of Techedge common stock for $0.68 per share, or $250,000 in the
aggregate, and Techedge issued to Alpha for no additional consideration a
Warrant to purchase 147,059 shares of Techedge common stock at an exercise price
of $1.10 per share, which Warrant is exercisable at any time through the close
of business on May 4, 2010. Following the sale of the shares of common stock to
Alpha, there were 81,090,294 shares of Techedge common stock outstanding. Alpha
and Whalehaven are referred to collectively as the Subscribers. Under the
subscription agreement, each of the Subscribers agreed to purchase at a second
closing an additional 367,647 shares of common stock for a purchase price of
$0.68 per share, or $250,000 in the aggregate, and a Warrant to purchase an
additional 147,059 shares of common stock at an exercise price of $1.10 per
share, which Warrant will be exercisable at any time through the close of
business on the fifth anniversary of its date of issue. The Subscribers'
obligation to effect the second closing is subject only to customary closing
conditions outside of their control, including, among other things, the
effectiveness of a shelf registration statement (the "Registration Statement")
registering the resale of the shares of common stock purchased pursuant to the
subscription agreement (the "Shares") and the shares of common stock underlying
the Warrants (the "Warrant Shares" and together with the Shares, the
"Registrable Shares"). Subject to the satisfaction of such conditions, the
second closing is scheduled to occur on the fifth day after such shelf
registration statement is declared effective. Techedge has agreed to pay an
unaffiliated third party a fee equal to 8% of the gross proceeds received by
Techedge pursuant to the suscription agreement.

      Except for a registration statement filed pursuant to the subscription
agreement or as otherwise permitted under the subscription agreement, Techedge
has agreed not to file any registration statements or amend any already filed
registration statement including but not limited to a Form S-8 with the
Securities and Exchange Commission or with state regulatory authorities without
the consent of Whalehaven until the sooner of (i) the date on which the
Registration Statement shall have been current and available for use in
connection with the public resale of the Registrable Shares for 120 days or (ii)
until all the Shares have been resold or are transferable by the Subscribers
pursuant to a registration statement or Rule 144, without regard to volume
limitations ("Exclusion Period"). The Exclusion Period will be tolled during the
pendency of a Non-Registration Event as hereinafter defined. With respect to
Form S-8, the Exclusion Period shall be determined only pursuant to clause (ii)
above.

      Techedge also agreed that until the end of the Exclusion Period, Techedge
will not enter into any acquisition, merger, exchange or sale or other
transaction that could have the effect of delaying the effectiveness of any
pending registration statement or causing an already effective registration
statement to no longer be effective or current for a period of more than 30
consecutive days or 45 days, in the aggregate, during any 365-day period

                                      -2-
Under the subscription agreement Techedge is required to file the
Registration Statement covering the resale of the Registrable Shares not later
than May 29, 2005, and use its reasonable efforts to cause the Registration
Statement to be declared effective not later than 120 days after April 29, 2005.
In the event that Techedge breaches these requirements or any other
Non-Registration Event, as defined in the subscription agreement, occurs, then
Techedge is required to pay the Subscribers liquidated damages equal to 1.5% of
their purchase price for the shares under the subscription agreement for each
30-day period of non-compliance or a prorated amount for any shorter period.
Techedge also granted the Subscribers a demand registration right and piggyback
registration rights that the Subscribers may exercise in the event that the
Registrable Shares are not otherwise registered pursuant to an effective
registration statement. Techedge is subject to additional liquidated damages in
the event that it fails to deliver stock certificates as required under the
subscription agreement.

      The subscription agreement grants the Subscribers a right of first refusal
to purchase any shares of common stock, other equity securities, obligations
convertible or exercisable for equity securities or debt obligations that
Techedge proposes to issue prior to April 29, 2006, subject to a number of
limited exceptions set forth in the subscription agreement. Until the
Registration Statement has been effective for a period of not less than 2 years
for the sale of the Registrable Shares, or during the pendency of a
Non-Registration Event, or when any compensation or liquidated damages are
accruing or are outstanding, Techedge will not enter into an agreement to issue
nor issue, other than certain customary excepted issuances, any equity,
convertible debt or other securities convertible into common stock or equity of
Techedge nor modify any of the foregoing which may be outstanding at anytime at
a price equal to or below the share purchase price and Warrant exercise price
then in effect pursuant to the subscription agreement, without the prior written
consent of the Subscribers, which consent may be withheld for any reason. Until
the end of the two year period, Techedge will not enter into any equity line of
credit or similar agreement, nor issue or agree to issue any floating or
variable priced equity linked instruments nor any of the foregoing or equity
with price reset rights.

      Other than with respect to certain excepted issuances, if at any time
shares of common stock purchased pursuant to the subscription agreement are held
by the Subscribers until three years after the actual effective date of the
Registration Statement, Techedge shall offer, issue or agree to issue any common
stock or securities convertible into or exercisable for shares of common stock
(or modify any of the foregoing which may be outstanding) to any person or
entity at a price per share of common stock or exercise price per share of
common stock which shall be less than the per share purchase price of the
Shares, or less than the exercise price per Warrant Share, respectively, without
the consent of the Subscribers, then Techedge shall issue, for each such
occasion, additional shares of common stock to the Subscribers so that the
average per share purchase price of the shares of common stock issued to the
Subscribers (of only the Shares or Warrant Shares still owned by the
Subscribers) is equal to such other lower price per share and the Warrant
exercise price shall automatically be reduced to such other lower price per
share; provided, however, that to the extent that any adjustment is made to the
exercise price under the Warrant as a result of such issuance, no adjustment
shall be made to the Warrant exercise price pursuant to the subscription
agreemennt.

                                      -3-
Each of the Warrants provides that until its expiration date, if Techedge
shall issue any common stock except for certain excepted issuances, prior to the
complete exercise of this Warrant for a consideration per share less than the
purchase price that would be in effect at the time of such issuance, then, and
thereafter successively upon each such issuance, the purchase price shall be
reduced to such other lower issuance price. For purposes of this adjustment, the
issuance of any security or debt instrument of Techedge carrying the right to
convert such security or debt instrument into common stock or of any warrant,
right or option to purchase common stock shall result in an adjustment to the
purchase price upon the issuance of the above-described security, debt
instrument, warrant, right, or option and again at any time upon any subsequent
issuances of shares of common stock upon exercise of such conversion or purchase
rights if such issuance is at a price lower than the purchase price in effect
upon such issuance. The reduction of the purchase price pursuant to the
subscription agreement is in addition to the other rights of Whalehaven under
the subscription agreement.

      Techedge and the Subscribers, among other parties, entered into a funds
escrow agreement, dated as of April 29, 2005, to faciliate the closing of the
transactions contemplated by the subscription agreement.

Item 3.02         Unregistered Sales of Equity Securities.

      Reference is made to Item 1.01 hereof with respect to Techedge's entry
into the subscription agreement with Alpha. On May 4, 2005, Techedge sold an
additional 367,647 shares of its common stock, par value $.0001 per share, to
Alpha for an aggregate purchase price of $250,000 and issued the Warrant to
Alpha for no additional consideration. The shares and the Warrant were issued in
a private placement of securities exempt from registration under the Securities
Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act.

      Techedge's reliance upon the exemption from registration afforded by
Section 4(2) of the Securities Act is premised on the following:

      o     Alpha executed the subscription agreement in which it acknowledged,
            among other things, that (i) the Shares and the Warrant to be
            purchased by it, as well as the Warrant Shares, would not, upon
            consummation of the sale or exercise of the Warrant, as applicable,
            be registered under the Securities Act and could not be transferred
            in the absence of registration under the Securities Act or an
            effective exemption from the registration requirements of the
            Secruities Act, (ii) the certificates representing the Shares, the
            Warrant and the Warrant Shares would bear a legend referring to such
            transfer restrictions and (iii) that it was purchasing the
            securities for its own account, not as a nominee or agent, and not
            with a view toward, or resale in connection with, the public sale or
            any distribution thereof.

      o     Alpha had an opportunity to ask questions of, and receive answers
            from Techedge, concerning Techedge and the terms and conditions of
            the securities purchase.

      o     Alpha is an "accredited investor," as such term is defined pursuant
            to Rule 501(a) promulgated under the Securities Act.

      o     All of Techedge's communications with Alpha regarding the private
            placement were effected without any general solicitation or public
            advertising.

                                      -4-
Item 9.01    Financial Statements and Exhibits

      The following exhibits are filed as part of this Current Report

(c)   Exhibits

      10.1  Subscription Agreement, dated as of April 29, 2005, between the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft

      10.2  Warrant dated May 4, 2005 issued to Alpha Capital
            Aktiengesellschaft

      10.3  Funds Escrow Agreement dated as of April 29, 2005 by and among the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft, among other parties.

                                      -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 5, 2005

                                      -6-
EXHIBIT INDEX

      10.1  Subscription Agreement, dated as of April 29, 2005, between the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft

      10.2  Warrant dated May 4, 2005 issued to Alpha Capital
            Aktiengesellschaft

      10.3  Funds Escrow Agreement dated as of April 29, 2005 by and among the
            Registrant, Whalehaven Capital Fund Limited and Alpha Capital
            Aktiengesellschaft, among other parties.

                                      -7-