<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2001
                        Commission file number 000-26539



                         EUPA International Corporation
        (Exact name of small business issuer as specified in its charter)


<TABLE>
<S>                                                        <C>
                     Nevada                                             88-0409450
(State or other jurisdiction of incorporation or           (IRS Employer Identification Number)
                  organization)

89 N. San Gabriel Boulevard, Pasadena, California                         91107
     (Address of principal executive offices)                           (Zip Code)
</TABLE>

                                  626-793-2688
                (Issuer's telephone number, including area code)


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports) Yes [X] No [ ], and (2) has been subject to such filing requirements
for the past 90 days Yes [X] No [ ].


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         As of the date hereof, the issuer had outstanding 601,200 shares of its
Common Stock, $0.001 par value.
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

         The unaudited financial statements of Access Network Corporation, a
Nevada corporation (the "Company"), as of September 30, 2001 were prepared by
Management and commence on the following page. In the opinion of Management the
financial statements fairly present the financial condition of the Company.






                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2001
<PAGE>
                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                     (Unaudited)       December 31,
                                                                                    Sept. 30, 2001        2000
                                                                                    --------------        ----
<S>                                                                                 <C>                <C>
                                 ASSETS

Current Assets:
     Cash ........................................................................      $  2,287         $ 12,744
     Accounts receivable .........................................................           930              325
     Inventory ...................................................................         4,826            5,318
     Prepaid expenses ............................................................         3,589              792
     Deposits ....................................................................           109              109
                                                                                        --------         --------
         Total Current Assets ....................................................        11,741           19,288
                                                                                        --------         --------
              Total Assets .......................................................      $ 11,741         $ 19,288
                                                                                        ========         ========

                   LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable ............................................................      $     --         $     --
                                                                                        --------         --------
         Total Current Liabilities ...............................................            --               --

Stockholders' Equity:
     Common stock, $.001 par value; authorized 25,000,000 shares, issued and
         outstanding 601,200 shares at September 30, 2001 and
         December 31, 2000 .......................................................           601              601
     Additional Paid-in Capital ..................................................        56,635           56,635
     Accumulated Deficit .........................................................       (45,495)         (37,948)
                                                                                        --------         --------
         Total Stockholders' Equity ..............................................        11,741           19,288
                                                                                        --------         --------
              Total Liabilities and Stockholders' Equity .........................      $ 11,741         $ 19,288
                                                                                        ========         ========
</TABLE>

               See Accompanying Notes to the Financial Statements.

                                      F-1
<PAGE>
                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                           Nine months       Nine months       Three months      Three months     (Sept 8, 1998)
                                              ended             ended             ended            ended           Inception to
                                          Sept 30, 2001     Sept 30, 2000     Sept 30, 2001     Sept 30, 2000     Sept 30, 2001
                                          -------------     -------------     -------------     -------------     -------------
<S>                                       <C>               <C>               <C>               <C>               <C>
Sales                                       $     605         $      --         $      --         $      --         $  24,559
Cost of Sales                                     492                --                --                --            21,300
                                            ---------         ---------         ---------         ---------         ---------
     Gross Margin                                 113                --                --                --             3,259

Expenses:
     Advertising & marketing                       --                --                --               288               351
     Amortization                                  --                --                --                --               185
     Consulting                                 3,000             4,500                --             1,500            15,100
     General & administrative                   1,793             1,661               429               459            10,253
     Officer/director bonus                        --            10,000                --            10,000            10,000
     Professional fees                          2,867             5,029               808             1,146            12,868
                                            ---------         ---------         ---------         ---------         ---------
         Total Expenses                         7,660            17,737             1,237            13,373            48,754
                                            ---------         ---------         ---------         ---------         ---------

Net Loss before taxes                          (7,547)          (21,110)           (1,237)          (13,373)          (45,495)
Taxes                                              --                --                --                --                --
                                            ---------         ---------         ---------         ---------         ---------
         Net Loss                           $  (7,547)        $ (21,110)        $  (1,237)        $ (13,373)        $ (45,495)
                                            =========         =========         =========         =========         =========
Net Loss per Common Share
     (basic and fully dilutive)             $  (0.013)        $  (0.049)        $  (0.002)        $  (0.031)
                                            =========         =========         =========         =========

Weighted Average Shares
     Common Stock outstanding               $ 601,200         $ 434,348         $ 601,200         $ 434,349
                                            =========         =========         =========         =========
</TABLE>


               See Accompanying Notes to the Financial Statements.

                                      F-2
<PAGE>
                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          FROM INCEPTION (SEPTEMBER 8, 1998) THROUGH SEPTEMBER 30, 2001


<TABLE>
<CAPTION>
                                                    Common Stock
                                                    ------------
                                                                               Paid-in       Accumulated
                                                Shares         Amount          Capital         Deficit       Total Equity
                                                ------         ------          -------         -------       ------------
<S>                                           <C>             <C>             <C>            <C>             <C>

Balance, September 8, 1998                          --        $     --        $     --        $     --         $     --

Issuance of Common Stock for cash at
     $0.05 per share November 19, 1998         200,000             200           9,800              --           10,000

Net income from inception (Sept. 8,
     1998) through December 31, 1998                --              --              --           1,042            1,042

Common Stock sold in offering at
     $0.25 per share June 11, 1999,
     net of offering costs of $13,064          201,200             201          37,035              --           37,236

Net loss for year ended December 31,
                                  1999              --              --              --         (10,489)         (10,489)

Issuance of stock as bonus valued at
     $0.05 per share to two officers           200,000             200           9,800              --           10,000

Net loss for year ended December 31,
                                  2000              --              --              --         (28,501)         (28,501)

Net loss for nine months ended
     September 30, 2001 (unaudited)                 --              --              --          (7,547)          (7,547)
                                               -------        --------        --------        --------         --------
Balance September 30, 2001 (unaudited)         601,200        $    601        $ 56,635        $(45,495)        $ 11,741
                                               =======        ========        ========        ========         ========
</TABLE>


               See Accompanying Notes to the Financial Statements.

                                      F-3
<PAGE>
                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             Nine Months        Nine Months      (Sept. 8, 1998)
                                                                Ended              Ended           Inception to
                                                            Sept. 30, 2001     Sept. 30, 2000     Sept. 30, 2001
                                                            --------------     --------------     --------------
<S>                                                         <C>                <C>                <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
     Net Loss                                                 $   (7,547)        $  (21,110)        $  (45,495)

ADJUSTMENTS TO RECONCILE NET LOSS TO CASH FLOW USED IN
     OPERATIONS:
     Common Stock issued for bonus                                    --             10,000             10,000

CHANGES IN OPERATING ASSETS AND LIABILITIES:
     (Increase) decrease in accounts receivable                     (605)             1,069               (930)
     (Increase) decrease in prepaid expenses                      (2,797)              (157)            (3,589)
     (Increase) decrease in inventory                                492                 --             (4,826)
     Increase in deposits                                             --                 --               (109)
     Decrease in accounts payable                                     --             (3,132)                --
                                                              ----------         ----------         ----------
         Net Cash used in Operating Activities                   (10,457)           (13,330)           (44,949)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of Common Stock                                             --                 --             47,236
                                                              ----------         ----------         ----------
         Net Cash Provided by Financing Activities                    --                 --             47,236

Net Increase (Decrease) in Cash                                  (10,457)           (13,330)             2,287

Cash at Beginning of Period                                       12,744             33,164                 --
                                                              ----------         ----------         ----------

Cash at End of Period                                         $    2,287         $   19,834         $    2,287
                                                              ==========         ==========         ==========
</TABLE>


                 See Accompanying Notes to Financial Statements.

                                      F-4
<PAGE>
                           ACCESS NETWORK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


NOTE A.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The Company was incorporated on September 8, 1998, under the laws of
the state of Nevada. The business purpose of the Company is to distribute, on a
wholesale basis, specialty packaging for small businesses nation wide. The
Company will adopt accounting policies and procedures based upon the nature of
future transactions.


NOTE B.           INVENTORY

         Inventory is stated at the lower of cost or market, determined on a
first-in, first-out basis.


NOTE C.           EARNINGS (LOSS) PER SHARE

         Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period. Diluted EPS is computed by
dividing net income by the weighted average shares outstanding, assuming all
dilutive potential common shares were issued. Since the Company has no common
shares that are potentially issuable, such as stock options, convertible
securities or warrants, basic and diluted EPS are the same.


NOTE D.           PUBLIC STOCK OFFERING

         In June of 1999, the Company sold 201,200 shares of its common stock at
$.25 per share for a total of $50,300. The net proceeds were to be used to
distribute, on a wholesale basis, specialty packaging for small businesses
nation wide.


NOTE E.           RELATED PARTY TRANSACTIONS

         The Company entered into an agreement with a company in which one of
its shareholders has a controlling interest for the purpose of processing credit
card sales of its products. Under terms of the agreement, the Company will pay
2.5% of all of the sales processed by the Company using credit cards as a method
of payment. The credit card processing fees are deducted as processed to arrive
at net sales. The agreement was effective December 1, 1998. On June 1, 2000, the
Company issued 200,000 shares of its common stock to two of its officers for
their dedication and efforts to make the Company a success. The stock was valued
at the $.05 per share for a total of $10,000. When stock is issued as a bonus,
the Company's policy is to expense the assigned value in the Statement of
Operations.

                                      F-5
<PAGE>
NOTE F.           SUBSEQUENT EVENT

         On October 23, 2001, the Company acquired all of the issued and
outstanding capital stock of Tsann Kuen U.S.A. Incorporated ("TKE USA") from
Tsann Kuen Enterprise Co., Ltd. ("TKE") pursuant to an Exchange Agreement dated
as of October 10, 2001 by and among TKE, TKE USA and the Company (the "Exchange
Agreement"). TKE USA had been a wholly-owned subsidiary of TKE. Pursuant to the
Exchange Agreement, TKE USA became a wholly-owned subsidiary of the Company and,
in exchange for the TKE USA shares, the Company issued 12,000,000 shares of its
common stock to TKE, representing 60% of its issued and outstanding capital
stock. The transaction is more fully described in, and a copy of the Exchange
Agreement is filed as an exhibit to, the Company's Form 8-K of November 7, 2001
which is incorporated herein by reference in its entirety.


ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
        OF OPERATION

         The following discussion provides information which Management believes
is relevant to an assessment and understanding of the Company's plan of
operation. This discussion should be read in conjunction with the Company's
financial statements and notes.


Forward-Looking Statements

         This Form 10-QSB includes, without limitation, certain statements
containing the words "believes", "anticipates", "estimates", and words of a
similar nature, which constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward looking and provide meaningful, cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Form 10-QSB are forward-looking. In particular, the statements herein
regarding the future purchase of equipment, hiring additional personnel,
potential contracts with third parties, future cash requirements, and future
profitability are forward-looking statements. Forward-looking statements reflect
management's current expectations and are inherently uncertain. The Company's
actual results may differ significantly from management's expectations.


General

         The Company currently operates at 2995 El Camino Road, Las Vegas,
Nevada 89146. The Company's principal business is providing specialty gift
packaging to small businesses, especially independent sale personnel of direct
marketing entities. The Company's fiscal year end is December 31.

                                      F-6
<PAGE>
SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000


Results of Operations

         Revenues and Costs of Revenues. The Company achieves limited revenues
from sale of its gift boxes, videos and t-shirts; costs of revenues include
inventory costs, inventory storage and shipping expenses as well as the usage of
some of the inventory in promotions. Total revenues for the six months ended
June 30, 2001 were $605 all of which were received during the second quarter;
the Company had no revenues during its first six months of last year. Costs of
sales for the second quarter 2001 were $492. The company had a gross margin of
19% in the 2001 second quarter and has averaged a 14% profit margin since
inception. The Company, however, has not experienced any related personnel costs
since Marci Evans does not take her $1,000 per month salary which would likely
eliminate its profit margin.

         Net losses for the six months ended June 30, 2001 were $6,310 as
opposed to a loss of $17,737 in the first six months of 2000. The decrease in
the Company's net losses during the comparative periods is mostly due to a
$2,000 decrease in professional fees between the six month comparable periods as
well as the fact that the company paid a stock bonus to two of its officers
during its second quarter of 2000, expensed at $10,000, with no comparative
expense in the second quarter of 2001. The Company's general and administrative
costs in the six months ended June 30, 2001 did increase by about $800 with $500
of that increase taking place in the first quarter of 2001.

         Assets. The Company's assets consist mainly of $3,524 cash on hand,
inventory valued at $4,826 comprised of t-shirts, gable boxes and specialty wrap
and ribbon, accounts receivable of $930, deposits equaling $109, and prepaid
expenses of $3,589 comprised of storage unit costs which are prepaid in April of
each year.

         The Company's total assets decreased between second quarter 2001 and
the second quarter 2000 from $30,053 to $12,978. Cash as of June 30, 2001 was
$23,854 compared to $3,524 as of June 30, 2000. The change was primarily due to
general and administrative expenses especially a $500 per month consulting fee
as well as professional fees

         Liabilities.  The Company has no liabilities.


NINE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2001


Results of Operations

         Revenues and Costs of Revenues. Total revenues for the nine months
ended September 30, 2001 were $605 all of which were received during the first
quarter; the Company had no revenues during its last six months of last year.
The Company has averaged a 14% profit margin since inception. The Company,
however, has not experienced any related personnel costs since Marci Evans does
not take her $1,000 per month salary which would likely eliminate its profit
margin.


                                      F-7
<PAGE>
         Net losses for the nine months ended Sept. 30, 2001 were $7,660 as
opposed to a loss of $17,737 in the first nine months of 2000. The decrease in
the Company's net losses during the comparative periods is mostly due to a
$3,211 decrease in professional fees between the six month comparable periods as
well as the fact that the company paid a stock bonus to two of its officers
during its second quarter of 2000, expensed at $10,000, with no comparative
expense in the second quarter of 2001. The Company's general and administrative
costs in the six months ended June 30, 2001 did increase by about $800 with $500
of that increase taking place in the first quarter of 2001.

         Assets. The Company's assets consist mainly of $2,287 cash on hand,
inventory valued at $4,826 comprised of t-shirts, gable boxes and specialty wrap
and ribbon, accounts receivable of $930, deposits equaling $109, and prepaid
expenses of $3,589 comprised of storage unit costs which are prepaid in April of
each year.

         The Company total assets decreased between third quarter 2001 and the
third quarter 2000 from $30,053 to $11,741. Cash as of Sept 30, 2001 was $23,854
compared to $2,287 as of Sept. 30, 2000. The change was primarily due to general
and administrative expenses especially a $500 per month consulting fee as well
as professional fees.



         Liabilities.  The Company has no liabilities.


Liquidity and Capital Resources

         Cash Flows from Operations. The Company experienced losses from
operations in 1999, 2000 and in the first three quarters of this year. The
Company continues to rely on funds raised in its public offering which closed in
April of 1999 to fund its daily operations as well the purchase and sale of its
merchandise. The Company had less cash flows from operations in each quarter of
2000 and the three quarters of 2001 due to a significant decrease in revenues
beginning in 2000 while experiencing an increase in overall expenses. Although
the Company did increase its net profit margin, the increase is not significant
since it has not able to generate sufficient cash flows to fund its day to day
operations. It is unlikely that the Company will be able to increase its
revenues sufficiently to fund operations which have declined in each year since
the start of operations in the 4th quarter of 1998. The Company needs to
increase its volume substantially to provide sufficient cash flows for
operations. If it is not able to do so in the next 3 months, the Company will
require additional financing.

         Financing Activities. The Company has funded its operations mostly
through its contributions by officers and directors through September of 1998,
and through an offering of its common stock which closed in April of 1999. The
Company has 601,400 shares outstanding: 200,000 shares issued for cash to its
founders, 201,200 shares sold in its offering which closed in April 1999 for
gross proceeds of $50,300; and 200,000 of which were issued as bonuses to two of
the Company's officers. Marci Evans, the Company's President and CEO, has not
been paid a salary since inception and agreed to forego the same until the
Company began seeing more revenues from operations.


                                      F-8
<PAGE>
         Cash Requirements over the Next Twelve Months. During the next twelve
months, its cash requirements will include the following: (1) $500 per month to
its consultant, Progressive Management. Progressive Management takes care of the
Company's bookkeeping, audit preparation and SEC filings and is controlled by
the husband of Marci Evans, Mr. Dennis Evans; (2) compensation to Marci Evans of
$1,000 per month; (3) Lease payments on a 10x 15 feet storage unit from West
Sahara Mini Storage at 6318 W. Sahara Ave., Las Vegas, NV 89146; the lease is
prepaid to September 1, 2001 and is $96.00 per month; (4) an estimated $500 per
month for office lease expenses when and if the Company acquires office space;
and (4) expenses associated with SEC reporting compliance. The Company,
therefore, will require a minimum of $25,000 for the next 12 months for
compensation for services and lease payments.

         Management acknowledges that the funds available to the Company will
not be sufficient to achieve the Company's goal of penetrating the highly
competitive market of specialty packaging, nor will the remaining cash available
to it be sufficient to fund day to day operations during the current fiscal
year. The Company will use every effort to minimize its expenses during its next
year of operations. It has no plans for additional employees until or unless
warranted due to business needs and it will likely not rent office space but
continue to use the home of Marci Evans. The Company will utilize the services
of Susan Stankiewicz, if needed, when and if business is such that it requires
additional employees especially to take and process orders. Marci Evans has
indicated that she is willing to continue to forego her salary of $1,000 per
month, if necessary. Ms. Evans has not yet started receiving such salary.

         Need for Additional Financing. If the Company does experience an
increase in volume of sales as well as an improved profit margin in the next
several months, it may be forced to discontinue operations unless it is able to
raise sufficient capital to continue pursuing its business plan. Even if the
Company begins generating revenues, it could require additional funding for
expansion. It may be difficult for the Company to succeed in securing additional
financing. The Company may be able to attract some private investors, or
officers and directors may be willing to make additional cash contributions,
advancements or loans. Or, in the alternative, the Company could attempt some
form of debt or equity financing. However, there is no guarantee that any of the
foregoing methods of financing would be successful. If the Company fails to
achieve at least a portion of its business goals in the next twelve months with
the funds available to it, there is substantial uncertainty as to whether it
will continue operations.

         Ms Evans intends to aggressively pursue a customer base of independent
sales directors for Mary Kay Inc. and other direct marketing companies over the
next 12 months, especially during the 2001 Holiday season.


Risks, Trends, Uncertainties

         Limited Operations/Insignificant Revenues. The Company was organized in
September of 1998, and has conducted minimal operations since that date. The
Company has limited assets of approximately $11,741 of which $2,287 is comprised
of cash. In 2000, the Company realized only $3,508 in revenues; its first three
quarters of 2001 saw only $605 in revenues. Because of its limited capital and
its lack of significant operating history, the Company must be considered a
development stage company. Development stage companies are inherently more risky
than

                                      F-9
<PAGE>
established companies because there is no earnings history and no assurance that
future revenues will develop. The Company's potential profitability is
questionable.

         Competition. The Company is attempting to develop a niche in a market,
that is the specialty packaging and t-shirt business, which is highly
competitive with respect to name recognition, volume discounts, and quality of
experienced service. There are many well established competitors possessing
substantially greater financial, marketing, personnel and other resources than
the Company. The Company faces significant competition from a broad range of
companies involved in the wholesale distribution and sales of specialty
packaging and other specialty items. Many of these competitors are innovators in
the area of single-ply paperboard folding cartons in the packing industry and
represent years of research in products and services. There is intense
competition from such companies involved in the paper goods markets which have
already achieved success in the industry and also have the resources, technology
and marketing know-how to readily address changes in the industry.

         Competition has proven tougher than anticipated and has resulted in
decreasing revenues to the Company.

         No Formal Market Feasibility Study/Lack of Marketing Plan. The Company
has never conducted a formal market feasibility study or analysis to see if the
product/services the it is offering will be widely accepted locally or
nationally. This lack of market has posed an additional risk to the Company
which has based its decision to continue forward in the specialty packaging
business on its operations in the fourth quarter of 1998 and fiscal year 1999.
The Company has a limited product line and limited customer base which make it
difficult for it to assess market feasibility or formulate marketing plans. The
Company does not consider its extremely limited results of operations to date to
be indicative of the feasibility of the Company to be able to succeed with its
business purposes. Although it has established that a market for its goods and
services exists, Management has no experience in wholesale marketing nor in
packaging and is having a difficult time defining its marketing plan to best
penetrate a highly competitive industry. The Company must be able to identity
and recognize industry trends, which change frequently, and be flexible enough
to address changes to meet customers' needs. Lack of revenues has forced the
Company to rethink its business objectives and marketing approach as its initial
marketing approach of trying to penetrate a very specialized niche has not
proven successful.

         Conflicts of Interest and Potential Conflicts of Interest. All of the
Company's officers/directors are involved with other business and/or interests
which will take a portion of their time. Although these individuals are willing
to work full-time for the Company, they may not be able to devote 100% of their
time to the Company. Marci Evans, the Company's President, Secretary, and a
Director, is an independent Senior Sales Director for Mary Kay Cosmetics and
such position will require a portion of her time and efforts; Susan Stankiewicz
currently serves as Vice-President and a Director of another corporation, which
will require a portion of her time; Michael Stankiewicz attends school full time
at Clark County Community College. Each of the directors, therefore, has other
interests which will demand a certain amount of their time, which, in some
instances, could be substantial. There is no assurance, therefore, if a conflict
of interest arose, that it would be resolved in favor of the Company. In
addition,


                                      F-10
<PAGE>
members of Management may become involved in other business entities which have
the same or similar activities as the Company and unforeseen conflicts of
interest could develop.

         Inexperience of Management. Although Ms. Evans and Ms. Stankiewicz have
a varied background and business experience between them, and both have served
in various capacities with other start-up companies in the past, neither have
had experience in running a company in the start-up and development stage, nor
has either of these individuals had any experience in the marketing, on a
wholesale basis, of specialty packaging. Mr. Stankiewicz has had no business
experience. This lack of experience provides for considerable risk to the
Company's ultimate success.

         Dependence on Management/Key Personnel. The Company is extremely
dependent on Management. The loss of any of its officers could have a material
adverse effect on the Company's business. Because of the Company's limited
resources, no key person insurance has been, or will be purchased on any of its
officers. In addition, the future success of the Company is dependent on the
performance of Management, especially Marci Evans, and her ability to attract
and motivate and retain highly qualified employees, when and if the Company has
sufficient funds to do so. In the meantime, the Company's business plan is based
almost entirely on Marci Evans' analysis of market trends, her product choices
in response to such marketing analysis, her ability to attract and maintain a
steady customer base, and her ability to market the product line to such
clientele. The Company, as of this date cannot afford to hire additional
personnel to perform marketing services and all will be performed by Management,
mostly Ms. Evans. The Company is highly dependent, therefore, on Ms. Evans
ability to market its products. Because substantially all of the Company's
current customers are a result of Ms. Evans business and personal contacts in
the Mary Kay network, the loss of Marci Evans' services would have a material
adverse effect on the Company. In addition, in the start-up phase, Management
will continue to provide the Company, without charge, the usage of a personal
computer, copier, miscellaneous office equipment, and a vehicle.

         Need for Additional Financing. Unless the Company is able to generate
sufficient revenues to successfully develop and sustain its business operations,
the survival of the Company will likely depend on additional financing. No
assurance can be made that such financing would be available, and, if available,
whether it would take the form of debt or equity financing. In either case,
additional financing could have a negative impact on the Company's shareholders.
The Company may seek financing in the form of debt financing in the form of a
loan which could be from an individual or financial institution. Such loan could
put the Company at risk for amounts greater than its assets, and, if not
promptly repaid, could result in bankruptcy. If the Company attempted equity
financing in the form of either a private placement or a another type of
offering, there can be no assurance that the Company would be successful in
selling such an offering or finding an underwriter willing to do; such an
offering could result in further dilution to present shareholders.

         Dependence on Suppliers. Management believes that in order to compete
in the wholesale marketing and distribution of specialty packaging, it must
offer products which are readily available, high in quality and competitively
priced. The Company has tried to establish relationships with a number of
manufacturer/suppliers which it believes can meet the foregoing criteria. It has
not entered into nor plans to enter into any long term purchase contracts with
any


                                      F-11
<PAGE>
of these manufacturer/suppliers. In 1999, the Company purchased products from
the following, Floral Supply Syndicate, Gift Box Corporation and Costco
Wholesalers. In late 1999, a buyout of its existing supplier cut Company's
profit margin when the new owner did not offer the same volume discounts as its
predecessor. The Company has not succeeded in replacing that supplier to its
satisfaction, and has instead begun exploring alternative situations such as
other product lines and international suppliers.

         Seasonality of Specialty Packaging. Distribution of specialty packaging
is extremely seasonable especially in the target market niche the Company is
soliciting. In general, traditional holidays spur seasonal consumer buying. The
fourth calendar quarter is typically the highest sales volume quarter for sales
in the industry as a whole. The Company will have a more difficult time
forecasting purchasing and sales patterns, and, as a result, it may be very
difficult for the Company to survive the seasonableness of the industry.

         ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.


                                      F-12
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits Filed with this Report:

                  None.

         (b)      Reports on Form 8-K:

         The Company filed a Current Report on Form 8-K with the Securities and
         Exchange Commission on November 7, 2001. The following items were
         reported on the Form 8-K:

                           1.  Item 1. Change in Control of Registrant.

                           2.  Item 5. Other Events.

                           3.  Item 7. Financial Statements, Pro Forma Financial
                               Information and Exhibits.
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:        November 29, 2001

                                     EUPA INTERNATIONAL CORPORATION



                                     By:  /s/ Jacky S. Chang
                                        ---------------------------------------
                                          Name:  Jacky S. Chang
                                          Title: Chief Operations Officer



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