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 June 30, 2002
Commission file number 000-26539
EUPA International Corporation
(Exact name of small business issuer as specified in its charter)
Nevada 88-0409450
(State or other jurisdiction of incorporation or (IRS Employer
organization) Identification Number)
89 N. San Gabriel Boulevard, Pasadena, California 91107
(Address of principal executive offices) (Zip Code)
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 August 16, 2002, the issuer had outstanding 20,200,000 shares of
its Common Stock, $0.001 par value.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited financial statements of EUPA International Corporation
and its subsidiaries, Tsann Kuen U.S.A. Inc. and Union Channel Ltd.
(collectively, the "Company" and sometimes as "we", "us" or "EUPA"), as at and
for the period ending June 30, 2002 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.
2
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2002
F-1
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
TABLE OF CONTENTS
Independent Accountant's Report F-3
Consolidated Statements of Financial Position F-4
Consolidated Statements of Operations F-5
Consolidated Statements of Cash Flow F-6
Consolidated Statements of Changes in Stockholders' Equity F-7
Notes to Consolidated Financial Statements F-8
F-2
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(Formerly Access Network Corporation)
Pasadena, California
We have reviewed the accompanying consolidated statements of financial position
of EUPA International Corporation and its subsidiaries (Company) as of June 30,
2002 and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for the six month period ended June 30,
2002. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of inquiries of persons responsible for
financial and accounting matters and analytical procedures applied to financial
data. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles in the United
States of America.
The June 30, 2001 financial statements of the Company were reviewed by other
accountants, whose report dated July 13, 2001, stated that they were not aware
of any material modifications that should be made to those statements in order
for them to be in conformity with generally accepted accounting principles.
The December 31, 2001 financial statements of the Company were audited by other
accountants, whose report dated April 5, 2002 stated an unqualified opinion and
that the financial statements were presented in accordance with accounting
standards generally accepted in the United States of America.
July 30, 2002
Los Angeles, California
/s/ Lichter, Weil & Associates
- ------------------------------
F-3
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
June 30, 2002
(Unaudited) December 31, 2001
----------------- -----------------
Current Assets
Cash and cash equivalents $ 1,372,202 $ 490,667
Accounts receivable, net 12,333,441 781,444
Prepaid expenses 48,604 9,055
Other receivables 1,796 0
Total Current Assets 13,756,043 1,281,166
Fixed Assets
Property, furniture and equipment (net) 1,028,961 1,072,267
Total Fixed Assets 1,028,961 1,072,267
Other Assets
Deferred income taxes 7,858 7,858
Intangible assets, net 351,251 243,552
Deposits 8,370 8,370
Total Other Assets 367,479 259,780
Total Assets $15,152,484 $ 2,613,213
================= =================
F-4
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $12,671,064 $ 148,295
Income taxes payable 83,262 0
Total Current Liabilities 12,754,326 148,295
Deposits payable 4,100 0
Total Liabilities 12,758,426 148,295
Stockholders' Equity
Common stock, $.001 par value, 25,000,000
Shares authorized, 20,200,000 and 20,000,000
Issued and outstanding, respectively 20,200 20,000
Additional paid in capital 1,891,403 1,884,103
Retained deficit 482,455 560,815
Total Stockholders' Equity 2,394,058 2,464,918
Total Liabilities and Stockholders' Equity $15,152,484 $ 2,613,213
=========== ===========
F-5
(FORMERLY ACCESS NETWORK CORPORATION)
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Six Months
Ended Ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ --------
Sales, net $ 19,338,858 $ 227,787 $ 32,392,033 $512,869
Cost of sales 18,839,900 0 31,567,590 0
Gross profit 498,958 227,787 824,443 512,869
General and administrative expenses 482,596 182,906 844,692 458,092
Income (loss) from operations 16,362 44,881 (20,249) 54,777
Other (Income) Expense
Interest income (5,314) (68,505) (5,860) (71,816)
Rental income (19,540) (8,045) (36,234) (29,460)
Bad debt expense 660 0 660 0
Miscellaneous 34,075 (2,137) (123) (6,407)
Interest expense 16,406 20,211 16,406 29,055
Total Other (Income) Expense 26,287 (58,476) (25,151) (78,628)
Income (loss) before income taxes (9,925) 103,357 4,902 133,405
Provision for income taxes 67,436 115,097 83,262 115,097
F-6
Net income (loss) ($77,361) ($11,740) ($78,360) $ 18,308
========== ========== ========== ==========
Net loss per share (basic and diluted)
($ 0.004) ($ 0.001) ($ 0.004) $ 0.002
Basic
($ 0.004) ($ 0.001) ($ 0.004) $ 0.002
Diluted
Weighted average number of shares
Basic 20,100,000 12,000,000 20,100,000 12,000,000
Diluted 21,850,000 12,000,000 21,850,000 12,000,000
F-7
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, June 30,
2002 2001
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) ($78,360) $18,308
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization 5,500 5,544
Depreciation 22,980 17,993
Stock issued for services 5,500 0
Provision for bad debts 0 168,800
Deferred income taxes 0 2,014
Decrease (Increase) in receivables (11,551,997) (43,049)
Decrease (Increase) in other receivables (1,796) (20,672)
Decrease (Increase) in note receivable 0 0
Decrease (Increase) in prepaid expenses (39,549) 0
(Decrease) Increase in accounts payable
and accrued expenses 12,526,868 (77,327)
(Decrease) Increase in income taxes payable 83,262 (62,329)
Total Adjustments 1,050,768 (9,026)
Net cash provided by operations 972,408 9,282
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in intangible assets (92,873) (67,772)
Purchase of fixed assets 0 (16,330)
Net cash used in investing activities (92,873) (84,102)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on mortgage payable 0 (8,759)
F-8
Payment on note receivable 1,500,000
Sale of stock 2,000 0
Net cash provided by financing activities 2,000 1,491,241
Net change in cash and cash equivalents 881,535 1,416,421
Cash and cash equivalents at beginning of year 490,667 549,736
Cash and cash equivalents at end of year $1,372,202 $1,966,157
Supplemental cash flows disclosures:
Income tax payments $ 35,000 $ 175,412
Interest payments $ 16,406 $ 29,055
Non cash investing and financing activities:
Stock issued for services $ 5,500 $ 0
F-9
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
June 30, 2002 June 30, 2001
------------- -------------
Retained (deficits)
Balance at beginning of period $ 560,815 $ 506,231
Net income (loss) (78,360) 18,308
Balance at end of period 482,455 524,539
Common stock, par value $.001 (thousands of shares)
Balance at beginning of period 20,000 12,000
Issuance of common stock 200 0
Balance at end of period 20,200 12,000
Additional paid in capital
Balance at beginning of period 1,884,103 1,888,403
Issuance of common stock 1,800 0
Issuance of stock options for service 5,500 0
Balance at end of period 1,891,403 1,888,403
Total stockholders' equity at end of period $ 2,394,058 $ 2,424,942
============= =============
F-10
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE 1 - NATURE OF OPERATIONS
EUPA International Corporation (EUPA), formerly Access Network Corporation, was
incorporated on September 8, 1998 under the laws of the State of Nevada. Tsann
Kuen U.S.A. Inc. (TKE USA) was incorporated under the laws of the state of
Illinois in June 1990. Union Channel Limited (Union) was incorporated in Hong
Kong on September 28, 2001 and commenced operations during the quarter ended
March 31, 2002. TKE USA and Union are owned 100% by EUPA, collectively the three
corporations are referred to as the "Company".
On October 23, 2001, TKE USA became a wholly owned subsidiary of EUPA through a
transaction accounted for as a reverse merger. In the transaction, EUPA acquired
all of the issued and outstanding capital stock of TKE USA from Tsann Kuen
Enterprise Company, Ltd. (TKE) pursuant to an Exchange Agreement dated October
10, 2001 by and among TKE, TKE USA and EUPA. TKE USA is the United States market
research, design, supply and sales arm of TKE. Pursuant to the Exchange
Agreement, TKE USA became a wholly owned subsidiary of EUPA and, in exchange for
the TKE USA shares, EUPA issued 12,000,000 shares of its common stock to TKE,
representing sixty percent (60%) of the issued and outstanding capital stock of
EUPA at that time. Prior to the transaction, EUPA had nominal business activity.
This activity is not material to the historical financial statements of TKE USA,
and therefore pro forma operating results as if the acquisition had taken place
at the beginning of the periods presented have not been presented. For
accounting purposes, TKE USA has been treated as the acquirer and, accordingly,
TKE USA is presented as the continuing entity, and the historical financial
statements are those of TKE USA.
Union was established to become the leading outsourcing supplier for TKE in Asia
and Europe. Union has sale and purchasing arrangements with TKE, TKC China and
TKC Shanghai. All of these entities are related parties. TKC China and TKC
Shanghai are operating subsidiaries of TKE. Sales to TKC China were
approximately $23,696,500 for the six months ended June 30, 2002. Included in
accounts receivable from this customer at June 30, 2002 is approximately
$9,985,300. Purchases for Union were mainly from TKE and TKC Shanghai. Included
in cost of sales for the six months ended June 30, 2002 is approximately
$24,691,200 of purchases from these companies. Included in accounts payable as
of June 30, 2002 is approximately $10,731,900 to related parties. The activities
of Union Channel have been discontinued beginning in the third quarter of 2002.
TKE products are sold in over 80 countries around the world. Its major products
are: small appliances including irons, coffee makers, grills, and food
processors; medium size appliances which include microwave ovens,
electromagnetic ovens, electric cookers and vacuum cleaners. TKE also has a
"high tech" division that focuses on casing and main boards and is in the
process of developing intelligent appliances.
F-11
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information - The accompanying financial statements
have been prepared by EUPA International Corporation, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") Form 10-QSB
and Item 310 of regulation S-B, and generally accepted accounting principles for
interim financial reporting. These financial statements are unaudited and, in
the opinion of management, include all adjustments (consisting of normal
recurring adjustments and accruals) necessary for a fair presentation of the
statement of financial position, operations, and cash flows for the periods
presented. Operating results for the six months ended June 30, 2002 and 2001 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002, or any future period, due to seasonal and other
factors. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
policies have been omitted in accordance with the rules and regulations of the
SEC. These financial statements should be read in conjunction with the audited
consolidated financial statements and accompanying notes, included in the
Company's Annual Report for the year ended December 31, 2001.
Basis of Consolidation - The consolidated financial statements for 2002 include
the accounts of EUPA and its wholly owned subsidiaries, TKE USA and Union
Channel. The consolidated financial statements for the period June 30, 2001
include the accounts of EUPA and its wholly owned subsidiary, TKE USA. All
references herein to the Company include the consolidated results. All
significant intercompany accounts and transactions have been eliminated upon
consolidation.
Revenue Recognition - Revenue from sales of products to customers is recognized
upon shipment or when title passes to customers based on the terms of the sales,
and is recorded net of returns, discounts and allowances.
Service income is recognized as the related services are provided per terms of
the service agreement.
Cash and Cash Equivalents - Cash equivalents are stated at cost. Cash
equivalents are highly liquid investments readily convertible into cash with an
original maturity of three months or less and consist of time deposits with
commercial banks.
Allowance for Doubtful Accounts - The Company establishes an allowance for
doubtful accounts on a case-by-case basis when it believes the required payment
of specific amounts owed is unlikely to occur after a review of historical
collection experience, subsequent collections and management's evaluation of
existing economic conditions.
F-12
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fixed Assets - Property and equipment are stated at cost less accumulated
depreciation. Expenditures for major additions and improvements are capitalized
and minor replacements, maintenance and repairs are charged to expense as
incurred. Whenever an asset is retired or disposed of, its cost and accumulated
depreciation or amortization is removed from the respective accounts and the
resulting gain or loss is credited or charged to income.
Depreciation is computed using the straight-line and declining-balance methods
over the following estimated useful lives:
Buildings and improvements 15 to 60 years
Automobiles 4 to 6 years
Machinery and equipment 5 to 12 years
Furniture and Fixtures 7 years
Intangible Assets - Costs associated with patents and trademarks are capitalized
and amortized using the straight-line method over fifteen years.
Contingencies - Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company's management and legal counsel assess such contingent liabilities, and
such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company's legal
counsel evaluates the perceived merits of any legal proceedings or unasserted
claims as well as the perceived merits of the amount of relief sought or
expected to be sought.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material would be disclosed.
Loss contingencies considered to be remote by management are generally not
disclosed unless they involve guarantees, in which case the guarantee would be
disclosed. As of June 30, 2002 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
F-13
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
estimates include collectibility of accounts receivable, accounts payable, sales
returns and recoverability of long-term assets.
Concentration of Credit Risk - Financial instruments, which subject the Company
to credit risk, consist primarily of cash equivalents and trade accounts
receivable arising from its normal business activities. The Company places its
cash in what it believes to be credit-worthy financial institutions. However,
cash balances have exceeded the FDIC insured levels at various times during the
year. Concentration of credit risk with respect to trade accounts receivable is
primarily from related parties located in Asia. The Company actively evaluates
the creditworthiness of the customers with which it conducts business through
credit approvals, credit limits and monitoring procedures.
Stock Based Compensation - The Company accounts for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") 123, "Accounting for Stock-Based
Compensation." Under APB 25, compensation cost is recognized over the vesting
period based on the difference, if any, on the date of grant between the fair
value of the Company's stock and the amount an employee must pay to acquire the
stock.
Impairment of Long-Lived Assets - On January 1, 2002 the Company adopted SFAS
144 "Accounting for the Impairment or Disposal of Long-Lived Assets". The
Company evaluates long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. If the estimated future cash flows (undiscounted and without
interest charges) from the use of an asset are less than the carrying value, a
write-down would be recorded to reduce the related asset to its estimated fair
value. There have been no such impairments to date.
F-14
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings Per Share - Earnings per share are based on the weighted average number
of shares of common stock and common stock equivalents outstanding during each
period. Earnings per share are computed using the treasury stock method. The
options to purchase common shares are considered to be outstanding for all
periods presented but are not calculated as part of the earnings per share.
Income Taxes - Income taxes have been provided based upon the tax laws and rates
n the countries in which operations are conducted and income is earned. The
income tax rates imposed by the taxing authorities vary. Taxable income may vary
from pre-tax income for financial accounting purposes. There is no expected
relationship between the provision for income taxes and income before income
taxes because the countries have different taxation rules, which vary not only
to nominal rates but also in terms of available deductions, credits and other
benefits. Deferred tax assets and liabilities are recognized for the anticipated
future tax effects of temporary differences between the financial statement
basis and the tax basis of the Company's assets and liabilities using the
applicable tax rates in effect at year end as prescribed by SFAS 109 "Accounting
for Income Taxes".
Translation Adjustments - As of June 30, 2002 the accounts of Union Channel were
maintained, and its financial statements were expressed, in Hong Kong dollars.
Such financial statements were translated into U.S. dollars in accordance with
SFAS 52 "Foreign Currency Translation", with the Hong Kong dollar as the
functional currency. According to the statement all assets and liabilities were
translated at the current exchange rate, stockholder's equity accounts are
translated at the historical rates and income statement items are translated at
the average exchange rates for the period.
As of June 30, 2002 the exchange rate between Hong Kong dollars and U.S. dollars
is HK$1 equals U.S.$0.12821. This exchange rate also approximates the average
for the six months ended June 30, 2002, as such, for the six months ended June
30, 2002 there is no material translation adjustment recorded on the books.
New Accounting Pronouncements - In July 2001, the FASB issued SFAS 141 "Business
Combinations". SFAS 141 requires that all business combinations initiated or
completed after June 30, 2001 be accounted for using the purchase method of
accounting. The statement provides for recognition and measurement of intangible
assets separate from goodwill. The Company adopted SFAS 141 as of July 1, 2001.
The adoption of the new statement had no effect on the consolidated results of
operations or financial position of the Company.
F-15
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In July 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets".
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed at least annually for impairment. The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to Goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to and has adopted SFAS
142 effective January 1, 2002. The adoption of this pronouncement did not have a
material effect to the Company's consolidated financial position or results of
operations.
In August 2001, the FASB issued SFAS 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS supersedes SFAS 121 and the accounting and
reporting provisions of APB 30. SFAS 144 provides guidance for determining
whether long-lived assets should be tested for impairment and specific criteria
for classifying assets to be disposed of as held for sale. The statement is
effective for fiscal years beginning after December 15, 2001, and the Company
has adopted the statement as of January 1, 2002. Management does not expect the
adoption of this statement to have a material effect on the Company's
consolidated financial position or results of operations.
NOTE 3 - CONCENTRATION - RELATED PARTY TRANSACTIONS
The Company had one major customer during the six months ended June 30,
2002. Sales to this customer, TKC China, a related party, were approximately
$23,696,500. Included in accounts receivable is $9,985,300 from this customer as
of June 30, 2002.
The Company also had two major suppliers, Tsann Kuen Enterprises (TKE), the
parent company of EUPA, and TKC Shanghai, a subsidiary of TKE. Purchases from
these companies totaled $24,691,200 during the six months ended June 30, 2002
and the Company had in accounts payable $10,731,900 to these entities as of June
30, 2002.
F-16
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE 4 - COMMON STOCK
On October 16, 2001 the Company effected a forward stock split of 19.940179
shares for every one issued and outstanding share of common stock. The effect of
the stock split is reflected for all periods presented.
The Company granted 750,000 warrants with an exercise price of $0.001 as a
broker commission in assisting to consummate the transaction. These warrants
approximated a value of $80,000, which has been netted out in the equity
section.
In December 2001, the Company issued an option to purchase 1,000,000 shares of
the Company's stock at an exercise price of $0.001, vesting over a period of
five years. The options were issued in exchange for future ongoing g marketing
service to be rendered to the Company. The per unit weighted-average fair value
of unit options granted was $0.11 at the date of grant suing a book value
approach. The book value approach best estimated the value of the services to be
provided. During the six months ended June 30, 2002 the Company recognized
consulting expenses of $11,000 for the granting of stock options to
non-employees.
NOTE 5 - SUBSEQUENT EVENT
Subsequent to June 30, 2002 Union Channel's sales to TKC China were
eliminated. After two quarters of operation, management determined that Union
Channel cannot efficiently operate in Asia and Europe because it does not
currently have the requisite human resources and customer support, and to put
this is place would not be cost-efficient. As a result there will be a
corresponding substantial decrease in the Company's sales and expenses beginning
in the third quarter.
F-17
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATION
The information contained in this Item 2, Management's Discussion and
Analysis or Plan of Operation, contains "forward looking statements" within the
meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual future
results will not be different from the expectations expressed in this report.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read in
conjunction with our audited consolidated financial statements for the fiscal
year ended December 31, 2001 and notes thereto.
EUPA International Corporation (formerly Access Network Corporation)
was incorporated on September 8, 1998 under the laws of the State of Nevada. TKE
USA was incorporated under the laws of the State of Illinois in June 1990. On
October 23, 2001, TKE USA became a wholly owned subsidiary of EUPA through a
transaction accounted for as a reverse merger. In the transaction, EUPA acquired
all of the issued and outstanding capital stock of 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 EUPA (the "Exchange Agreement").
Pursuant to the Exchange Agreement, TKE USA became a wholly owned subsidiary of
EUPA and, in exchange for the TKE USA shares, EUPA issued 12,000,000 shares of
its common stock to TKE, representing 60% of the issued and outstanding capital
stock of EUPA at that time. Prior to the merger, EUPA had nominal business
activity. This activity is not material to the historical financial statements
of TKE USA, and therefore pro forma operating results as if the acquisition had
taken place at the beginning of the periods presented have not been presented.
For accounting purposes, TKE USA has been treated as the acquirer and,
accordingly, TKE USA is presented as the continuing entity, and the historical
financial statements are those of TKE USA through the date of the Exchange
Agreement. From the date of the Exchange Agreement forward, the activity of EUPA
includes its parent level expenses and the operations of its two wholly owned
subsidiaries, TKE USA and Union Channel Limited.
TKE USA is the United States market research, design, supply and sales
arm of TKE. It currently markets TKE products in the United States for TKE
through an internal sales force. All of the products are sold to numerous brand
name companies, including Sunbeam, Toshiba, Philips, Sharp, Salton, Rival and
Toastmaster. TKE USA does not recognize sales revenue from the sale of TKE
products in the United States. Rather, it interfaces with TKE customers in the
United States and process orders. TKE USA is then paid a service fee, or
commission, on each sale. TKE's commission income generally equals its costs.
EUPA does not and will not realize significant net income from TKE USA's
operations in the United States.
3
EUPA commenced operations in Asia during the March 31, 2002 quarter
through its new subsidiary, Union Channel. Union Channel was incorporated in
Hong Kong and commenced operations in January 2002. Union Channel was formed to
be the leading supplier of TKE products in Asia and Europe. However, Union
Channel does not have independent operations. All of its purchases are made from
TKE and all of its sales are made to TKC China, an operating subsidiary of TKE.
Unfortunately, after two quarters of operation, management believes
that Union Channel cannot efficiently operate in Asia and Europe business
because it does not currently have the requisite human resources and customers
support, and to put this is place would not be cost-efficient. As a result,
management has determined to terminate Union Channel operation beginning in the
third quarter so that EUPA can focus on searching more profitable business
through U.S. or international market. The will materially reduce EUPA's revenues
for the balance of the year, although management does not believe that it will
have a material impact on net operating results.
To partially offset the effect of the discontinuation of the Union
Channel operations, management has determined to accelerate its plan to derive
revenues from EUPA's research and development activities. EUPA's TK USA
subsidiary devotes significant time and resources to the design and development
of small appliance. Some of TKE products are the result of TK USA's design
efforts. Beginning in the third quarter TK USA will charge a design fee and
ongoing royalties for products designed by it. The fees will be based upon the
type of product and the difficulty of design. EUPA's net income will not
dramatically increase as additional expense will be incurred during stage of
research and development.
TKE products are sold in over 80 countries around the world. Its major
products are small appliances including such as irons, coffee makers, grills,
and food processors and medium sized appliances including microwave ovens,
electromagnetic ovens, electric cookers and vacuum cleaners. The High Tech
division focuses on casing and main board. It is also developing intelligent
appliances including network coffee maker, all in one computer and others.
THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2001
Revenue. Operating revenues increased significantly in the three months
ended June 30, 2002 to $19,338,858 from $227,787 in the comparable period in
2001. The change was exclusively the result of the operations of Union Channel
which began during the first quarter. However, Union Channel does not currently
operate as an independent business enterprise and has a sale and purchasing
arrangement with its parent company, TKE, and TKC China, an operating subsidiary
of TKE. These arrangements result in several related party transactions on the
books of the Company. Sales to TKC China were approximately $10,696,500 for the
quarter ended June 30, 2002, representing substantially all of the Company's
sales for this period. Included in accounts receivables from this customer at
June 30, 2002 is approximately $9,985,300, substantially all of which were from
TKE. Included in cost of sales is approximately
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$11,991,200 resulting from purchases from TKE. Included in accounts payable as
of June 30, 2002 is approximately $10,731,900 to TKE.
During the June 30, 2001 quarter, the Company's $227,787 of revenues
were derived from service fees, or commissions, from TKC China, with respect to
sales made to customers in the United States. In January 2002, these
arrangements were terminated and a similar arrangement was put in place with
Union Channel. These arrangements will be reinstated beginning in the third
quarter of 2002. All amounts between the Company and Union Channel in the June
30, 2002 quarter have been eliminated in consolidation.
Gross Profit. These sale and purchase arrangements with TKE and TKC
China and Union Channel are designed for Union Channel to recognize a gross
profit margin approximating 3%. There were no such arrangements in place for the
quarter ended June 30, 2001.
Operating Expenses. Operating expenses, consisting of selling, general
and administrative expenses increased to $482,596 for the three months ended
June 30, 2002 as compared to $182,906 for the three months ended June 30, 2001.
The increase is largely attributable to the operating expenses of Union Channel,
which commenced operations in the first quarter of 2002. EUPA's and TKE USA's
operating expenses consist generally of sales and marketing related expenses for
efforts in the United States. The service income arrangement with Union Channel,
effective January 2002, provides EUPA (inclusive of TKE USA) with service fee
income equivalent to 1.1% of operating expenses, inclusive on all non cash
expense items. Beginning in the third quarter, largest operating expense will be
from TK USA's research and development, sales and marketing related expenses.
Net Income (Loss). For the three months ended June 30, 2002, the
Company realized a net loss of $77,361, compared to a net loss of $11,740 for
the three months ended June 30, 2001. The current year includes a tax provision
approximating $67,400 for foreign income taxes for the Company's Union Channel
operations. Because the purchase and sale arrangements with TKE and TKC China
are fixed at approximately 3%, it is unlikely that the Company will be
profitable unless it is able to expand its sales and revenue stream without a
corresponding increase in operating expenses.
SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001
Revenue. Operating revenues increased significantly in the six months
ended June 30, 2002 to $32,392,033 from $512,869 in the comparable period in
2001. The change was exclusively the result of the operations of Union Channel
which began during the first quarter. However, Union Channel does not currently
operate as an independent business enterprise. It has a sale and purchasing
arrangement with its parent company, TKE, and TKC China, an operating subsidiary
of TKE. These arrangements result in several related party transactions on the
books of the Company. Sales to TKC China were approximately $23,696,500 for the
six months ended June 30, 2002, representing substantially all of the Company's
sales for this period. Included in accounts receivables from this customer at
June 30, 2002 is approximately $9,985,300, substantially all of which were from
TKE. Included in cost of sales is approximately
5
$24,691,200 resulting from purchases from TKE. Included in accounts payable as
of June 30, 2002 is approximately $10,731,900 to TKE.
During the six months ended June 30, 2001, the Company's $512,869 of
revenues were derived from service fees, or commissions, from TKC China, with
respect to sales made to customers in the United States. In January 2002, these
arrangements were terminated and a similar arrangement was put in place with
Union Channel. All amounts between the Company and Union Channel for the six
months ended June 30, 2002 have been eliminated in consolidation.
Gross Profit. These sale and purchase arrangements with TKE and TKC
China and Union Channel are designed for Union Channel to recognize a gross
profit margin approximating 3%. . These arrangements will be reinstated
beginning in the third quarter of 2002. There were no such arrangements in place
for the six months ended June 30, 2001.
Operating Expenses. Operating expenses, consisting of selling, general
and administrative expenses increased to $844,692 for the six months ended June
30, 2002 as compared to $458,092 for the six months ended June 30, 2001. The
increase is largely attributable to the operating expenses of Union Channel,
which commenced operations in the first quarter of 2002. EUPA's and TKE USA's
operating expenses consist generally of sales and marketing related expenses for
efforts in the United States. The service income arrangement with Union Channel,
effective January 2002, provides EUPA (inclusive of TKE USA) with service fee
income equivalent to 1.1% of operating expenses, inclusive on all non cash
expense items. Beginning in the third quarter, largest operating expense will be
from TK USA's research and development, sales and marketing related expenses.
Net Income (Loss). For the six months ended June 30, 2002, the Company
realized a net loss of $(78,360), compared to a net income of $18,308 for the
six months ended June 30, 2001. The current year includes a tax provision
approximating $83,262 for foreign income taxes for the Company's Union Channel
operations. Because the purchase and sale arrangements with TKE and TKC China
are fixed at approximately 3%, it is unlikely that the Company will be
profitable unless it is able to expand its sales and revenue stream without a
corresponding increase in operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
General. During the six months ended June 30, 2002, net cash provided
by operating activities was $972,408. This represents a significant increase
from the prior year amount provided by operating activities of $9,282. Cash used
in investing activities was $92,873, which consisted of the costs associated
with the obtaining of patent rights. The Company is not obligated to pay on its
accounts payable, related party debt on the books of Union Channel until
corresponding amounts of accounts receivable, related party have been collected.
Capital expenditures. There were no capital expenditures for the six
months ended June 30, 2002.
6
Working Capital Requirements. Cash needs of the Company are currently
met by the Company's operations. The Company believes that its current financial
resources with TKE will be sufficient to finance its operations for Union
Channel and obligations (current and long-term liabilities) for the long and
short term. The Company believes that its service fee agreement with Union
Channel will provide adequate working capital for the expenses at the parent
level and TKE USA operations in California. However, the Company's consolidated
actual working capital needs for the long and short terms will depend upon
numerous factors, including the Company's operating results, the cost of
increasing the Company's sales and marketing activities in the Unites States,
Asia and Europe, competition, and the availability of existing credit facilities
for TKE, none of which can be predicted with certainty.
7
FACTORS THAT MAY AFFECT OUR FUTURE RESULTS AND FINANCIAL CONDITIONS
Investing in our securities involves a high degree of risk. In addition
to the other information contained in this annual report, including the reports
we incorporate by reference, you should consider the following factors before
investing in our securities.
TKE CONTROLS OUR BUSINESS.
TKE owns more than 50% of our outstanding capital stock. As a
result, TKE will be able to control our business and affairs, including the
composition of our board of directors or authorizing corporate transactions such
as mergers or sales of our assets. However, the interests of TKE may not be
consistent with the interests of our other investors since it could take action
or forgoing action which may not be in the best interests of our other
investors.
WE ARE DEPENDENT ON TKE FOR OUR PRODUCT SUPPLY, SALES AND CAPITAL REQUIREMENTS.
TKE is the major manufacturer of the products we supply and will
manufacture a significant number of products that we expect to sell in our 3C
stores. As a result, any change in the cost of manufacturing these products will
have a material adverse impact on our profit margins.
In addition to our operational dependence on TKE, we do not
currently have an independent source of capital or lines of credit. All of our
operations will initially be funded by TKE. Accordingly, any change in TKE's
financial condition or liquidity could have an impact on our ability to operate
our business.
MANY OR OUR EMPLOYEES WILL ALSO PERFORM SERVICES FOR TKE WHICH COULD RESULT IN
THEIR ATTENTION BEING DIVERTED FROM OUR BUSINESS.
Our success will depend, to some degree, on the efforts of our
employees. Many of our officers and employees will also be employed by TKE. As a
result, their full time, attention and energies will not be directed to our
business. If the attention of our officers is diverted from our business, we may
not be able to realize the full potential of our business opportunities.
IF WE DO NOT DEVELOP AND INTRODUCE NEW TKE PRODUCTS, OUR ABILITY TO GROW OUR
BUSINESS WILL BE LIMITED.
We believe that our future success will depend in part upon our ability
to continue to develop innovative designs in the products manufactured by TKE
and to develop and market new products. We may not be successful in introducing
or supplying any new products or product innovations or developing and
introducing in a timely manner innovations to TKE's existing products which
satisfy customer needs or achieve market acceptance. The failure to develop
products and introduce them successfully and in a timely manner would harm our
ability to grow our business.
8
A SLOWDOWN IN THE RETAIL INDUSTRY WILL LIKELY HAVE AN ADVERSE EFFECT ON OUR
RESULTS.
The products that we supply are ultimately sold to consumers through
major retail channels, primarily mass merchandisers, department stores,
specialty stores and mail order catalogs. Changes in general economic conditions
will cause reductions in demand among consumers and retailers for the kind of
products we supply. As a result, our business and financial results will
fluctuate with the financial condition of our retail customers and the retail
industry.
THE COMPETITIVE NATURE OF THE SMALL APPLIANCE INDUSTRY MAY CREATE PRICE
PRESSURES ON US.
The small household appliance industry is highly competitive and our
ability to succeed is based upon our and TKE's ability to compete effectively.
We believe that competition is based upon several factors, including price,
product features and enhancements, new product introductions and customer
delivery needs.
The current general slowdown in the retail sector has resulted in, and
we expect it to continue to result in, additional pricing pressures on our
customers and, as a result, upon us. We compete with many manufacturing
companies, some of which have substantially greater facilities, personnel,
financial and other resources than we have. Significant new competitors or
increased competition from existing competitors may adversely affect our
business, financial condition and results of operations.
ONCE WE BEGIN OPENING 3C STORES, WE WILL BECOME SUBJECT TO THE SAME RISKS AS
RETAILERS.
Once we launch our 3C stores, we will become subject to additional
business risks including competition from other retailers, price pressure and
reduced sales in recessionary periods. Although TKE has had significant
experience in operating retail stores in Taiwan, we will not have any retailing
experience in China and Japan. In addition, local culture background,
regulations and retail license acquirement, those impacts may affect our retail
stores start schedule. There can be no assurance that we will be able to
successfully launch our retail stores in these markets. In the event that we are
not successful, a key element of our growth strategy will not be achieved and we
might focus on small home appliances outlook development and products research
and design to instead of retail section.
PRODUCT RECALLS OR LAWSUITS RELATING TO DEFECTIVE PRODUCTS COULD ADVERSELY
IMPACT OUR FINANCIAL RESULTS.
We face exposure to product recalls and product liability claims in the
event that the products we supply are alleged to have manufacturing or safety
defects or to have resulted in injury or other adverse effects. Although we
believe that we maintain adequate product liability insurance, there can be no
assurance that we will be able to continue to maintain these policies on
acceptable terms, if at all, or that product liability claims will not exceed
the amount of our insurance coverage.
9
IF ANY OF THE PRODUCTS WE SUPPLY INFRINGE ON THE RIGHTS OF OTHERS, WE COULD
SUFFER SIGNIFICANT FINANCIAL LOSS.
We and TKE hold numerous patents on the products that we supply and
these proprietary rights are essential to our business. Our patents could be
challenged by others or invalidated through administrative process or
litigation. This process could be costly and time consuming and would divert the
attention of management and key personnel from other business issues. If any of
our patents are successfully challenged, we could be required to pay a
significant damage award and could no longer supply these products. This would
have an impact on both our sales and costs.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS COULD INCREASE OUR OPERATING COSTS AND
INTERFERE WITH OUR BUSINESS effort.
Most federal, state and local authorities require certification by
Underwriters Laboratory, Inc., an independent, not-for-profit corporation
engaged in the testing of products for compliance with certain public safety
standards, or other safety regulation certification prior to marketing
electrical appliances. Foreign jurisdictions also have regulatory authorities
overseeing the safety of consumer products. TKE products, or additional
electrical appliances which may be developed by us or TKE, may not meet the
specifications required by these authorities. A determination that our products
are not in compliance with these rules and regulations could result in the
imposition of fines or an award of damages to private litigants.
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PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In connection with the preparation of this Report, as required by
Section 906 of the Sarbanes-Oxley Act of 2002, each of Tsan Kuen Wu, the
Company's Chief Executive Officer, and Jacky Chang, the Company's Chief
Financial Officer have certified that this Quarterly report on Form 10-QSB fully
complies with the reporting requirements of the Securities Exchange Act of 1934
and that the information contained in this report fairly presents, in all
material respects, the financial condition and results of operation of the
Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed with this Report:
27 Subsidiaries of the Registrant.
Tsann Kuen U.S.A. Inc., an Illinois corporation.
Union Channel Ltd., a Hong Kong corporation
(b) Reports on Form 8-K:
On August 1, 2002, the Company filed a Current Report on Form 8-K with
the Securities and Exchange Commission reporting on Item 1 that effective as of
July 25, 2002, the Company had dismissed Stonefield Josephson, Inc. as its
independent accountant and had engaged Lichter, Weil & Associates ("LWA") as its
new independent accountant.
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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: August 15, 2002
EUPA INTERNATIONAL CORPORATION
By: /s/Jacky Chang
-------------------------------
Name: Jacky Chang
Title: Chief Operations Officer
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