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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
 For the quarterly period ended September 30, 2005
Commission file number 000-26539
 EUPA International Corporation
  Nevada
    
    88-0409450(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification Number)89 N. San Gabriel Boulevard, Pasadena, California
    
    91107(Address of principal executive offices)
    
    (Zip Code)




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EXPLANATORY NOTE
    2




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##### 



EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
 INDEX
 PagePart I  Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Statements of Financial Position as of September 30, 2005 and December 31, 2004
    
    4Consolidated Statements of Operations for the Nine Months Ended September 30, 2005 and September 30, 2004
    
5Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and September 30, 2004
    
6Consolidated Statements of Changes in Stockholders Equity for the Nine Months Ended September 30, 2005
and the Year Ended December 31, 2004
    
7Notes to Condensed Consolidated Financial Statements
    
8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
12Item 3. Controls and Procedures
    
16Part II  Other Information
    
16Item 1. Legal Proceedings
    
16Item 6. Exhibits and Other Reports on Form 8-K
    
16Signature
    
18Certifications
    
19EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  3




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##### Table of Contents



September 30, 2005(Unaudited)
    
    
    December 31, 2004Current AssetsCash and cash equivalents
    
    $
    963,568
    
    
    $
    828,091Accounts receivable, related parties, net
    
    
    90,292
    
    
    
    260,947Other receivable, related parties
    
    
    20
    
    
    
    29,656Prepaid expenses
    
    
    15,614
    
    
    
    11,740Total Current Assets
    
    
    1,069,494
    
    
    
    1,130,434Fixed AssetsProperty, furniture and equipment (net)
    
    
    781,866
    
    
    
    800,610Total Fixed Assets
    
    
    781,866
    
    
    
    800,610Other AssetsIntangible assets, net
    
    
    368,512
    
    
    
    373,126Deposits
    
    
    8,370
    
    
    
    8,370Total Other Assets
    
    
    376,882
    
    
    
    381,496Total Assets
    
    $
    2,228,242
    
    
    $
    2,312,540LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and accrued expenses
    
    $
    51,705
    
    
    $
    57,860Other payable, related parties
    
    
    88,429
    
    
    
    36,133Total Current Liabilities
    
    
    140,134
    
    
    
    93,993Deposits payable
    
    
    4,100
    
    
    
    4,100Total Liabilities
    
    
    144,234
    
    
    
    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
    
    
    1,967,703
    
    
    
    1,951,203Other comprehensive income (loss)
    
    
    0
    
    
    
    (532
    )Retained earnings
    
    
    95,405
    
    
    
    242,876Total Stockholders Equity
    
    
    2,084,008
    
    
    
    2,214,447Total Liabilities and Stockholders Equity
    
    $
    2,228,242
    
    
    $
    2,312,540
  4




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Fee income
    
    $
    175,466
    
    
    $
    212,274
    
    
    $
    649,524
    
    
    $
    725,640Total revenue
    
    
    175,466
    
    
    
    212,274
    
    
    
    649,524
    
    
    
    725,640Selling expenses
    
    
    1,042
    
    
    
    6,197
    
    
    
    17,012
    
    
    
    58,313Gross profit
    
    
    174,424
    
    
    
    206,077
    
    
    
    632,512
    
    
    
    667,327General and administrative expenses
    
    
    307,203
    
    
    
    240,067
    
    
    
    827,721
    
    
    
    798,912Income (loss) from operations
    
    
    (132,779
    )
    
    
    (33,990
    )
    
    
    (195,209
    )
    
    
    (131,585
    )Other (income) expenseInterest income
    
    
    (2,122
    )
    
    
    (679
    )
    
    
    (3,536
    )
    
    
    (2,045
    )Rental income
    
    
    (16,696
    )
    
    
    (15,365
    )
    
    
    (46,334
    )
    
    
    (45,041
    )Miscellaneous
    
    
    0
    
    
    
    (100
    )
    
    
    532
    
    
    
    (869
    )Total other (income) expense
    
    
    (18,818
    )
    
    
    (16,144
    )
    
    
    (49,338
    )
    
    
    (47,955
    )Income (loss) before income taxes
    
    
    (113,961
    )
    
    
    (17,846
    )
    
    
    (145,871
    )
    
    
    (83,630
    )Provision for income taxes
    
    
    0
    
    
    
    1,898
    
    
    
    1,600
    
    
    
    3,498Income from continuing operations
    
    
    (113,961
    )
    
    
    (19,744
    )
    
    
    (147,471
    )
    
    
    (87,128
    )Discontinued operations: (See note 8)
Income from discontinued operations
    
    
    0
    
    
    
    998
    
    
    
    0
    
    
    
    1,480Net Income (loss)
    
    
    ($113,961
    )
    
    
    ($18,746
    )
    
    
    ($147,471
    )
    
    
    ($85,648
    )Net loss per share from continuing operations (basic and diluted)Basic
    
    
    ($0.005
    )
    
    
    ($0.001
    )
    
    
    ($0.007
    )
    
    
    ($0.004
    )Diluted
    
    
    ($0.005
    )
    
    
    ($0.001
    )
    
    
    ($0.007
    )
    
    
    ($0.004
    )Net loss per share (basic and diluted)Basic
    
    
    ($0.005
    )
    
    
    ($0.001
    )
    
    
    ($0.007
    )
    
    
    ($0.004
    )Diluted
    
    
    ($0.005
    )
    
    
    ($0.001
    )
    
    
    ($0.007
    )
    
    
    ($0.004
    )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
    
    
    
    20,900,024
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Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet Income (loss)
    
    
    ($147,471
    )
    
    
    ($85,648
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    47,768
    
    
    
    64,258Stock options issued for services
    
    
    16,500
    
    
    
    16,500Translation adjustment
    
    
    532
    
    
    
    (2,476
    )Decrease (Increase) in receivables
    
    
    170,655
    
    
    
    201,004Decrease (Increase) in other receivables
    
    
    29,636
    
    
    
    29,720Decrease (Increase) in prepaid expenses
    
    
    (3,874
    )
    
    
    (18,152
    )(Decrease) Increase in accounts payable
and accrued expenses
    
    
    (6,155
    )
    
    
    (7,426
    )(Decrease) Increase in other payable
    
    
    52,296
    
    
    
    23,770(Decrease) Increase in income taxes payable
    
    
    0
    
    
    
    (4,640
    )Total Adjustments
    
    
    307,358
    
    
    
    302,558Net cash provided by (used in) operations
    
    
    159,887
    
    
    
    216,910CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets
    
    
    (5,472
    )
    
    
    0Increase in intangible assets
    
    
    (18,938
    )
    
    
    (30,060
    )Net cash used in investing activities
    
    
    (24,410
    )
    
    
    (30,060
    )Net change in cash and cash equivalents
    
    
    135,477
    
    
    
    186,850Cash and cash equivalents at beginning of period
    
    
    828,091
    
    
    
    971,093Cash and cash equivalents at end of period
    
    $
    963,568
    
    
    $
    1,157,943Supplemental cash flows disclosures:Income tax payments
    
    $
    1,600
    
    
    $
    23,655Non cash investing and financing activities:Stock issued for services
    
    $
    16,500
    
    
    $
    16,500
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September 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
    
    
    16,500
    
    
    
    22,000Balance at end of period
    
    
    1,967,703
    
    
    
    1,951,203Other comprehensive income (loss)Balance 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)
    
    
    (147,471
    )
    
    
    (121,894
    )Balance at end of period
    
    
    95,405
    
    
    
    242,876Total Stockholders Equity at end of period
    
    $
    2,084,008
    
    
    $
    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
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Intangible Assets
  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
  September 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
    
    
    (669,185
    )
    
    
    (644,969
    )$
    781,866
    
    
    $
    800,610
 Note 3 Intangible Assets
  September 30, 2005
    
    
    December 31, 2004Patents and Trademark costs
    
    $
    512,316
    
    
    $
    493,380Less accumulated amortization
    
    
    (143,804
    )
    
    
    (120,254
    )$
    368,512
    
    
    $
    373,126
 Note 4  Compensated Absences
  Note 5  Concentration  Related Party Transactions
  10




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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
 Nine Months Ended September 30, 2005 Compared with Nine Months Ended September 30, 2004
 September 30, 2005
    
    
    September 30, 2004Revenue
    
    $
    649,524
    
    
    $
    725,640Selling Expense
    
    
    17,012
    
    
    
    58,313General Expense
    
    
    827,721
    
    
    
    789,912Income (loss) from operations
    
    $
    (195,209
    )
    
    $
    (131,585
    )
 Revenue from Fee Income
  General and Administrative Expenses
    Liquidity and Capital Resources
  13




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Cash Flow
  Off-Balance Sheet Arrangements
  Additional Factors That May Affect Future Results
  Risks Relating to Resignation of Tsan-Kuen Wu
  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
  14




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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
  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
    15




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We May Be Subject to Product Liability Claims if People or Property Are Harmed by the Products We
Sell
  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.
 16




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SIGNATURES
  EUPA INTERNATIONAL CORPORATION(Registrant)Date: March 10, 2006
    
    
    
    /s/ Yuan-Chung TsaiYuan-Chung Tsai
President and Chief Executive OfficerDate: March 10, 2006
    
    
    
    /s/ Kung-Chieh HuangKung-Chieh Huang
Chief Financial Officer
 18