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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB/A (No. 1)
 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 EUPA International Corporation
  Nevada
(State or other jurisdiction of incorporation or organization)
    
    88-0409450
(IRS Employer Identification Number)
 89 N. San Gabriel Boulevard, Pasadena, California
(Address of principal executive offices)
    
    91107
(Zip Code)
  
  þ o
 o o




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EXPLANATORY NOTE
    2




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##### 



EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
 INDEX
 PagePart I  Financial Information
    
    
    2Item 1. Financial Statements (Unaudited)
    
    
    2Consolidated Statements of Financial Position as of June 30, 2005 and December 31, 2004
    
    
    2Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and June 30, 2004
    
    
    3Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2005 and June 30, 2004
    
    
    4Consolidated Statements of Changes in Stockholders Equity for the Three Months Ended June 30, 2005 and the Year Ended December 31, 2004
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Controls and Procedures
    
    
    14Part II  Other Information
    
    
    14Item 1. Legal Proceedings
    
    
    14Item 6. Exhibits and Other Reports on Form 8-K
    
    
    15Signature
    
    
    16Certifications
    
    
    17EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  3




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##### Table of Contents



June 30, 2005(Unaudited)
    
    
    December 31, 2004Current AssetsCash and cash equivalents
    
    $
    976,644
    
    
    $
    828,091Accounts receivable, related parties, net
    
    
    217,273
    
    
    
    260,947Other receivable, related parties
    
    
    3,936
    
    
    
    29,656Prepaid expenses
    
    
    8,940
    
    
    
    11,740Total Current Assets
    
    
    1,206,793
    
    
    
    1,130,434Fixed AssetsProperty, furniture and equipment (net)
    
    
    786,706
    
    
    
    800,610Total Fixed Assets
    
    
    786,706
    
    
    
    800,610Other AssetsIntangible assets, net
    
    
    370,765
    
    
    
    373,126Deposits
    
    
    8,370
    
    
    
    8,370Total Other Assets
    
    
    379,135
    
    
    
    381,496Total Assets
    
    $
    2,372,634
    
    
    $
    2,312,540LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and accrued expenses
    
    $
    86,234
    
    
    $
    57,860Other payable, related parties
    
    
    89,831
    
    
    
    36,133Total Current Liabilities
    
    
    176,065
    
    
    
    93,993Deposits payable
    
    
    4,100
    
    
    
    4,100Total Liabilities
    
    
    180,165
    
    
    
    98,093Stockholders EquityCommon stock, $.001 par value, 25,000,000
shares authorized, 20,900,024
issued and outstanding
    
    
    20,900
    
    
    
    20,900Additional paid in capital
    
    
    1,962,203
    
    
    
    1,951,203Cumulative foreign-exchange translation adjustment
    
    
    0
    
    
    
    (532
    )Retained earnings
    
    
    209,366
    
    
    
    242,876Total Stockholders Equity
    
    
    2,192,469
    
    
    
    2,214,447Total Liabilities and Stockholders Equity
    
    $
    2,372,634
    
    
    $
    2,312,540
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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Fee income
    
    $
    219,763
    
    
    $
    202,453
    
    
    $
    474,058
    
    
    $
    513,366Total revenue
    
    
    219,763
    
    
    
    202,453
    
    
    
    474,058
    
    
    
    513,366Selling expenses
    
    
    36
    
    
    
    12,244
    
    
    
    15,970
    
    
    
    52,116Gross profit
    
    
    219,727
    
    
    
    190,209
    
    
    
    458,088
    
    
    
    461,250General and administrative expenses
    
    
    240,006
    
    
    
    275,417
    
    
    
    520,518
    
    
    
    558,845Income (loss) from operations
    
    
    (20,279
    )
    
    
    (85,208
    )
    
    
    (62,430
    )
    
    
    (97,595
    )Other (income) expenseInterest income
    
    
    (754
    )
    
    
    (502
    )
    
    
    (1,414
    )
    
    
    (1,366
    )Rental income
    
    
    (16,051
    )
    
    
    (15,057
    )
    
    
    (29,638
    )
    
    
    (29,676
    )Miscellaneous
    
    
    0
    
    
    
    (669
    )
    
    
    532
    
    
    
    (769
    )Total other (income) expense
    
    
    (16,805
    )
    
    
    (16,228
    )
    
    
    (30,520
    )
    
    
    (31,811
    )Income (loss) before income taxes
    
    
    (3,474
    )
    
    
    (68,980
    )
    
    
    (31,910
    )
    
    
    (65,784
    )Provision for income taxes
    
    
    0
    
    
    
    0
    
    
    
    1,600
    
    
    
    1,600Income from continuing operations
    
    
    (3,474
    )
    
    
    (68,980
    )
    
    
    (33,510
    )
    
    
    (67,384
    )Discontinued operations: (See note 8)Income from discontinued operations
    
    
    0
    
    
    
    1,337
    
    
    
    0
    
    
    
    482Net Income (loss)
    
    
    ($3,474
    )
    
    
    ($67,643
    )
    
    
    ($33,510
    )
    
    
    ($66,902
    )Net loss per share from continuing operations (basic and diluted)Basic
    
    
    ($0.000
    )
    
    
    ($0.003
    )
    
    
    ($0.002
    )
    
    
    ($0.003
    )Diluted
    
    
    ($0.000
    )
    
    
    ($0.003
    )
    
    
    ($0.002
    )
    
    
    ($0.003
    )Net loss per share (basic and diluted)Basic
    
    
    ($0.000
    )
    
    
    ($0.003
    )
    
    
    ($0.002
    )
    
    
    ($0.003
    )Diluted
    
    
    ($0.000
    )
    
    
    ($0.003
    )
    
    
    ($0.002
    )
    
    
    ($0.003
    )Weighted average number of shares (See note 7)Basic
    
    
    20,900,024
    
    
    
    20,900,024
    
    
    
    20,900,024
    
    
    
    20,900,024Diluted
    
    
    20,900,024
    
    
    
    20,900,024
    
    
    
    20,900,024
    
    
    
    22,650,024
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Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet Income (loss)
    
    
    ($33,510
    )
    
    
    ($66,902
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    35,072
    
    
    
    43,258Stock options issued for services
    
    
    11,000
    
    
    
    11,000Translation adjustment
    
    
    532
    
    
    
    (2,420
    )Decrease (Increase) in receivables
    
    
    43,674
    
    
    
    (200,661
    )Decrease (Increase) in other receivables
    
    
    25,720
    
    
    
    44,998Decrease (Increase) in prepaid expenses
    
    
    2,800
    
    
    
    (7,560
    )(Decrease) Increase in accounts payable
and accrued expenses
    
    
    28,374
    
    
    
    48,478(Decrease) Increase in other payable
    
    
    53,698
    
    
    
    (47,228
    )(Decrease) Increase in income taxes payable
    
    
    0
    
    
    
    (4,640
    )Total Adjustments
    
    
    200,870
    
    
    
    (114,775
    )Net cash provided by (used in) operations
    
    
    167,360
    
    
    
    (181,677
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets
    
    
    (5,472
    )
    
    
    0Increase in intangible assets
    
    
    (13,335
    )
    
    
    (15,642
    )Net cash used in investing activities
    
    
    (18,807
    )
    
    
    (15,642
    )Net change in cash and cash equivalents
    
    
    148,553
    
    
    
    (197,319
    )Cash and cash equivalents at beginning of period
    
    
    828,091
    
    
    
    971,093Cash and cash equivalents at end of period
    
    $
    976,644
    
    
    $
    773,774Supplemental cash flows disclosures:Income tax payments
    
    $
    1,600
    
    
    $
    10,600Non cash investing and financing activities:Stock issued for services
    
    $
    11,000
    
    
    $
    11,000
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June 30, 2005(Unaudited)
    
    
    December 31, 2004Common stock, number of shares outstandingBalance at beginning of period
    
    
    20,900,024
    
    
    
    20,900,024Balance at end of period
    
    
    20,900,024
    
    
    
    20,900,024Common stock, par value $.001 (thousands of shares)Balance at beginning of period
    
    $
    20,900
    
    
    $
    20,900Balance at end of period
    
    
    20,900
    
    
    
    20,900Additional paid in capitalBalance at beginning of period
    
    
    1,951,203
    
    
    
    1,929,203Issuance of stock options for service
    
    
    11,000
    
    
    
    22,000Balance at end of period
    
    
    1,962,203
    
    
    
    1,951,203Cumulative foreign-exchange translation adjustmentBalance at beginning of period
    
    
    (532
    )
    
    
    1,943Foreign currency translation
    
    
    532
    
    
    
    (2,475
    )Balance at end of period
    
    
    0
    
    
    
    (532
    )Retained earningsBalance at beginning of period
    
    
    242,876
    
    
    
    364,770Net income (loss)
    
    
    (33,510
    )
    
    
    (121,894
    )Balance at end of period
    
    
    209,366
    
    
    
    242,876Total Stockholders Equity at end of period
    
    $
    2,192,469
    
    
    $
    2,214,447
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Note 1  Accounting Policies
 Unaudited Interim Financial Information
  Basis of Consolidation
  Revenue Recognition
  Cash and Cash Equivalents
  Fixed Assets
   Buildings and improvements
    
    15 to 60 yearsAutomobiles
    
    4 to 6 yearsMachinery and equipment
    
    5 to 12 yearsFurniture and Fixtures
    
    7 years
 Intangible Assets
  8




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Estimates
  Concentration of Credit Risk
  Stock Based Compensation
  Discontinued Operations
  Impairment of Long-Lived Assets
  Earnings Per Share
  Income Taxes
  9




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Foreign Currency Translation
  Note 2  Property and Equipment
  June 30, 2005
    
    
    December 31, 2004Building and improvements
    
    $
    659,688
    
    
    $
    655,688Land
    
    
    400,000
    
    
    
    400,000Machinery and equipment
    
    
    218,537
    
    
    
    217,065Automobiles
    
    
    108,067
    
    
    
    108,067Furniture and fixtures
    
    
    64,759
    
    
    
    64,7591,451,051
    
    
    
    1,445,579Less accumulated depreciation
    
    
    (664,345
    )
    
    
    (644,969
    )$
    786,706
    
    
    $
    800,610
 Note 3 Intangible Assets
  June 30, 2005
    
    
    December 31, 2004Patents and Trademark costs
    
    $
    506,714
    
    
    $
    493,380Less accumulated amortization
    
    
    (135,949
    )
    
    
    (120,254
    )$
    370,765
    
    
    $
    373,126
 Note 4  Compensated Absences
  Note 5  Concentration  Related Party Transactions
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Note 6  Common Stock
  Note 7  Earnings Per Share
  Note 8  Restated Financial Statements
  Income
Tax Liability
  Liquidating
Distribution
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
      12




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Trends, Events and Uncertainties
  Results of Operations
 Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004
 June 30, 2005
    
    
    June 30, 2004Revenue
    
    $
    474,058
    
    
    $
    513,366Selling Expense
    
    
    15,970
    
    
    
    52,116General Expense
    
    
    520,518
    
    
    
    558,845Income (loss) from operations
    
    $
    (62,430
    )
    
    $
    (97,595
    )
 Revenue from Fee Income
  General and Administrative Expenses
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Liquidity and Capital Resources
   Cash Flow
  Off-Balance Sheet Arrangements
  Additional Factors That May Affect Future Results
  Risks Relating to Resignation of Tsan-Kuen Wu
 1 2
 14




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Negative Publicity May Adversely Affect Our Business
  TKE Controls Our Business
  We Are Dependent On TKE for Our Sales and Other Revenues and Capital Requirements
  Many of Our Employees Also Perform Services for TKE Which Could Result In Their Attention Being
Diverted From Our Business
  The Loss of Key Senior Management Personnel Could Negatively Affect Our Business
  If We Do Not Develop and Introduce New TKE Products, Our Ability to Grow Will Be Limited
  A Slowdown in the Retail Industry Will Likely Have an Adverse Effect on Our Results
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Compliance with Governmental Regulations Could Increase Our Operating Costs and Interfere with Our
Business Efforts
  We May Experience Significant Fluctuations in Our Operating Results and Rate of Growth
    We May Not Be Able to Adequately Protect Our Intellectual Property Rights or May Be Accused of
Infringing Intellectual Property Rights of Third Parties
    We May Be Subject to Product Liability Claims if People or Property Are Harmed by the Products We
Sell
  16




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Forward-Looking Statements
   
 Item 3. Controls and Procedures
  
 Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 6. Exhibits and Reports On Form 8-K
  31.1
    
    
    Certification of the Chief Executive Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    
    Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    
    Certification of the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350.32.2
    
    
    Certification of the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350.
 17




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SIGNATURES
  EUPA INTERNATIONAL CORPORATION
 (Registrant)
  /s/ Yuan-Chung TsaiYuan-Chung TsaiPresident and Chief Executive Officer  /s/ Kung-Chieh HuangKung-Chieh HuangChief Financial Officer 19