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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
    
    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)
  
  R £
 o o




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EXPLANATORY NOTE
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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 March 31, 2005 and December 31, 2004Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and March 31, 2004Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and March 31, 2004Consolidated Statements of Changes in Stockholders Equity for the Three Months Ended March 31, 2005 and the Year Ended December 31, 2004Notes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Controls and ProceduresPart II  Other InformationItem 1. Legal ProceedingsItem 6. Exhibits and Other Reports on Form 8-KSignatureCertificationsEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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##### Table of Contents



March 31, 2005(Unaudited)
    
    
    December 31, 2004ASSETSCurrent AssetsCash and cash equivalents
    
    $
    692,143
    
    
    $
    828,091Accounts receivable, related parties, net
    
    
    375,102
    
    
    
    260,947Other receivable, related parties
    
    
    6,235
    
    
    
    29,656Prepaid expenses
    
    
    8,940
    
    
    
    11,740Total Current Assets
    
    
    1,082,420
    
    
    
    1,130,434Fixed AssetsProperty, furniture and equipment (net)
    
    
    796,256
    
    
    
    800,610Total Fixed Assets
    
    
    796,256
    
    
    
    800,610Other AssetsIntangible assets, net
    
    
    371,919
    
    
    
    373,126Deposits
    
    
    8,370
    
    
    
    8,370Total Other Assets
    
    
    380,289
    
    
    
    381,496Total Assets
    
    $
    2,258,965
    
    
    $
    2,312,540LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and accrued expenses
    
    $
    56,183
    
    
    $
    57,860Other payable, related parties
    
    
    8,239
    
    
    
    36,133Total Current Liabilities
    
    
    64,422
    
    
    
    93,993Deposits payable
    
    
    4,100
    
    
    
    4,100Total Liabilities
    
    
    68,522
    
    
    
    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
    
    
    1,956,703
    
    
    
    1,951,203Cumulative foreign-exchange translation adjustment
    
    
    0
    
    
    
    (532
    )Retained earnings
    
    
    212,840
    
    
    
    242,876Total Stockholders Equity
    
    
    2,190,443
    
    
    
    2,214,447Total Liabilities and Stockholders Equity
    
    $
    2,258,965
    
    
    $
    2,312,540
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##### Table of Contents



Three Months EndedMarch 31,
    
    
    March 31,2005
    
    
    2004Fee income
    
    $
    254,295
    
    
    $
    310,913Total revenue
    
    
    254,295
    
    
    
    310,913Selling expenses
    
    
    15,934
    
    
    
    39,872Gross profit
    
    
    238,361
    
    
    
    271,041General and administrative expenses
    
    
    280,512
    
    
    
    283,428Income (loss) from operations
    
    
    (42,151
    )
    
    
    (12,387
    )Other (income) expenseInterest income
    
    
    (660
    )
    
    
    (864
    )Rental income
    
    
    (13,587
    )
    
    
    (14,619
    )Miscellaneous
    
    
    532
    
    
    
    (100
    )Total other (income) expense
    
    
    (13,715
    )
    
    
    (15,583
    )Income (loss) before income taxes
    
    
    (28,436
    )
    
    
    3,196Provision for income taxes
    
    
    1,600
    
    
    
    1,600Income from continuing operations
    
    
    (30,036
    )
    
    
    1,596Discontinued operations: (See note 8)Income from discontinued operations
    
    
    0
    
    
    
    (855
    )Net Income (loss)
    
    
    ($30,036
    )
    
    $
    741Net loss per share from continuing operations (basic and diluted)Basic
    
    
    ($0.001
    )
    
    $
    0.000Diluted
    
    
    ($0.001
    )
    
    $
    0.000Net loss per share (basic and diluted)Basic
    
    
    ($0.001
    )
    
    $
    0.000Diluted
    
    
    ($0.001
    )
    
    $
    0.000Weighted average number of shares (See note 7)Basic
    
    
    20,900,024
    
    
    
    20,900,024Diluted
    
    
    20,900,024
    
    
    
    22,650,024
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Three Months EndedMarch 31,
    
    
    March 31,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet Income (loss)
    
    
    ($30,036
    )
    
    $
    741Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    18,022
    
    
    
    21,451Stock options issued for services
    
    
    5,500
    
    
    
    5,500Translation adjustment
    
    
    532
    
    
    
    0Decrease (Increase) in receivables
    
    
    (114,155
    )
    
    
    (38,407
    )Decrease (Increase) in other receivables
    
    
    23,421
    
    
    
    44,945Decrease (Increase) in prepaid expenses
    
    
    2,800
    
    
    
    (4,360
    )(Decrease) Increase in accounts payable
and accrued expenses
    
    
    (1,677
    )
    
    
    (3,458
    )(Decrease) Increase in other payable
    
    
    (27,894
    )
    
    
    (30,916
    )(Decrease) Increase in income taxes payable
    
    
    0
    
    
    
    (4,640
    )Total Adjustments
    
    
    (93,451
    )
    
    
    (9,885
    )Net cash provided by (used in) operations
    
    
    (123,487
    )
    
    
    (9,144
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets
    
    
    (5,472
    )
    
    
    0Increase in intangible assets
    
    
    (6,989
    )
    
    
    (4,063
    )Net cash used in investing activities
    
    
    (12,461
    )
    
    
    (4,063
    )Effect of exchange rate change on cash
    
    
    0
    
    
    
    (23,349
    )Net change in cash and cash equivalents
    
    
    (135,948
    )
    
    
    (36,556
    )Cash and cash equivalents at beginning of year
    
    
    828,091
    
    
    
    971,093Cash and cash equivalents at end of year
    
    $
    692,143
    
    
    $
    934,537Supplemental cash flows disclosures:Income tax payments
    
    $
    1,600
    
    
    $
    10,600Non cash investing and financing activities:Stock issued for services
    
    $
    5,500
    
    
    $
    5,500
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March 31, 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
    
    
    5,500
    
    
    
    22,000Balance at end of period
    
    
    1,956,703
    
    
    
    1,951,203Cumulative foreign-exchange translation adjustmentBalance at beginning of year
    
    
    (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)
    
    
    (30,036
    )
    
    
    (121,894
    )Balance at end of period
    
    
    212,840
    
    
    
    242,876Total Stockholders Equity at end of period
    
    $
    2,190,443
    
    
    $
    2,214,447
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EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
 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
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Estimates
  Concentration of Credit Risk
  Stock Based Compensation
  Discontinued Operations
  Impairment of Long-Lived Assets
  Earnings Per Share
  Income Taxes
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Foreign Currency Translation
  Note 2  Property and Equipment
  March 31, 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
    
    
    (654,795
    )
    
    
    (644,969
    )$
    796,256
    
    
    $
    800,610
 Note 3  Intangible Assets
  March 31, 2005
    
    
    December 31, 2003Patent and trademark costs
    
    $
    500,369
    
    
    $
    493,380Less accumulated amortization
    
    
    (128,450
    )
    
    
    (120,254
    )$
    371,919
    
    
    $
    373,126
 Note 4  Compensated Absences
  Note 5  Concentration  Related Party Transactions
  Note 6  Common Stock
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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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Results of Operations
 Three Months Ended March 31, 2005 Compared with Three Months Ended March 31, 2004
 March 31, 2005
    
    
    March 31, 2004Revenue
    
    $
    254,295
    
    
    $
    310,913Selling Expense
    
    
    15,934
    
    
    
    39,872General Expense
    
    
    280,512
    
    
    
    283,428Income (loss) from operations
    
    $
    (42,151
    )
    
    $
    (12,387
    )
 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
 Negative Publicity May Adversely Affect Our Business
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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
  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
  We Face Intense Competition
   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
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The Loss of Key Senior Management Personnel Could Negatively Affect Our Business
  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
  Forward-Looking Statements
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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.
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SIGNATURES
  EUPA INTERNATIONAL CORPORATION(Registrant)Date: March 10, 2006/s/ Yuan-Chang TsaiYuan-Chang TsaiPresident and Chief Executive OfficerDate: March 10, 2006/s/ Kung-Chieh HuangKung-Chieh HuangChief Financial Officer
 19