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 March 31, 2003
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 (IRS Employer Identification Number)
incorporation or organization)
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 May 15, 2003, the issuer had outstanding 20,900,000 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 March 31, 2003 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)
MARCH 31, 2003
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2003
TABLE OF CONTENTS
Consolidated Statements of Financial Position F-1
Consolidated Statements of Operations F-2
Consolidated Statements of Cash Flow F-3
Consolidated Statements of Changes in Stockholders' Equity F-4
Notes to Consolidated Financial Statements F-5
-i-
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
March 31, 2003
(Unaudited) December 31, 2002
----------- -----------------
Current Assets
Cash and cash equivalents $ 3,173,184 $ 3,148,655
Accounts receivable, net 2,920,168 3,110,482
----------- -----------
Total Current Assets 6,093,352 6,259,137
----------- -----------
Fixed Assets
Property, furniture and equipment (net) 871,979 886,412
----------- -----------
Total Fixed Assets 871,979 886,412
----------- -----------
Other Assets
Intangible assets, net 335,540 338,400
Deposits 8,370 8,370
----------- -----------
Total Other Assets 343,910 346,770
----------- -----------
Total Assets $ 7,309,241 $ 7,492,319
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 248,319 $ 37,878
Accounts payable and accrued expenses,
related parties $ 4,875,063 $ 5,284,559
Income taxes payable 31,473 30,681
----------- -----------
Total Current Liabilities 5,154,855 5,353,118
Deposits payable 4,100 4,100
----------- -----------
Total Liabilities 5,158,955 5,357,218
----------- -----------
Stockholders' Equity
Common stock, $.001 par value, 25,000,000
shares authorized, 20,900,000
issued and outstanding 20,900 20,900
Stock subscription receivable (7,000) (7,000)
Additional paid in capital 1,919,703 1,914,203
Retained earnings (deficit) 216,683 206,998
----------- -----------
Total Stockholders' Equity 2,150,286 2,135,101
----------- -----------
Total Liabilities and Stockholders' Equity $ 7,309,241 $ 7,492,319
=========== ===========
See Notes to Condensed Consolidated Financial Statements
F-1
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
------------------
March 31, March 31,
2003 2002
---- ----
Sales, net $ 0 $ 13,053,175
Service and fee income 90,109 34,198
------------ ------------
Total Sales 90,109 13,087,373
Cost of sales 5,535 12,727,690
------------ ------------
Gross profit 84,574 359,683
General and administrative expenses 100,524 362,096
------------ ------------
Income (loss) from operations (15,950) (2,413)
------------ ------------
Other (Income) Expense
Interest income (8,867) (546)
Rental income (14,460) (16,694)
Other Income (3,908) 0
------------ ------------
Total Other (Income) Expense (27,235) (17,240)
------------ ------------
Income (loss) before income taxes 11,285 14,827
Provision for income taxes 1,600 15,826
------------ ------------
Net income (loss) $ 9,685 ($ 999)
============ ============
Net income (loss) per share (basic and
diluted)
Basic $ 0.000 ($ 0.000)
Diluted $ 0.000 ($ 0.000)
Weighted average number of shares
Basic 20,900,000 20,100,000
Diluted 20,900,000 20,100,000
See Notes to Condensed Consolidated Financial Statements
F-2
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
------------------
March 31, March 31,
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 9,685 $ (999)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and Amortization 21,197 16,990
Stock issued for services 5,500 5,500
Decrease (Increase) in receivables 190,314 164,270
Decrease (Increase) in receivables, related party 0 (13,058,190)
Decrease (Increase) in prepaid expenses 0 (5,177)
(Decrease) Increase in accounts payable
and accrued expenses 210,441 363,963
(Decrease) Increase in accounts payable
and accrued expenses, related party (409,496) 12,516,044
(Decrease) Increase in income taxes payable 792 0
------------ ------------
Total Adjustments 18,748 3,400
------------ ------------
Net cash provided by operations 28,433 2,401
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in intangible assets (3,904) 0
Purchase of fixed assets 0 (58,317)
------------ ------------
Net cash used in investing activities (3,904) (58,317)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock 0 0
------------ ------------
Net cash provided by financing activities 0 0
------------ ------------
Net change in cash and cash equivalents 24,529 (55,916)
------------ ------------
Cash and cash equivalents at beginning of period 3,148,655 490,667
------------ ------------
Cash and cash equivalents at end of period $ 3,173,184 $ 434,751
============ ============
Supplemental cash flows disclosures:
Income tax payments $ 0 $ 35,500
------------ ------------
Interest payments $ 0 $ 0
------------ ------------
Non cash investing and financing activities:
Stock issued for services $ 5,500 $ 5,500
See Notes to Condensed Consolidated Financial Statements
F-3
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
March 31, 2003 December 31, 2002
-------------- -----------------
Retained (deficits)
Balance at beginning of period $ 206,998 $ 560,815
Net income (loss) 9,685 (353,817)
----------- -----------
Balance at end of period 216,683 206,998
----------- -----------
Common stock, par value $.001 (thousands of shares)
Balance at beginning of period 20,900 20,000
Issuance of common stock 0 900
----------- -----------
Balance at end of period 20,900 20,900
----------- -----------
Additional paid in capital
Balance at beginning of period 1,914,203 1,884,103
Issuance of common stock 0 8,100
Issuance of stock options for service 5,500 22,000
----------- -----------
Balance at end of period 1,919,703 1,914,203
----------- -----------
Stock subscription receivable
Balance at beginning of period (7,000) 0
Issuance of common stock 0 (7,000)
Payment for common stock 0 0
----------- -----------
Balance at end of period (7,000) (7,000)
----------- -----------
Total stockholders' equity at end of period $ 2,150,286 $ 2,135,101
=========== ===========
See Notes to Condensed Consolidated Financial Statements
F-4
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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. (TK 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. TK USA and Union are owned 100% by EUPA, collectively the three
corporations are referred to as the "Company".
On October 23, 2001, TK 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 TK USA from Tsann Kuen
Enterprise Company, Ltd. (TKE) pursuant to an Exchange Agreement dated October
10, 2001 by TKE, TK USA and EUPA. Pursuant to the Exchange Agreement, TK USA
became a wholly owned subsidiary of EUPA and, in exchange for the TK 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 TK 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, TK
USA has been treated as the acquirer and, accordingly, TK USA is presented as
the continuing entity, and the historical financial statements are those of TK
USA.
TK USA is the United States market research, design, supply and sales arm of
TKE. TKE is a worldwide leader for more than 20 years in the manufacture and
design of home appliance and consumer electronic products for international
brand name distributors.
Union was established to become the leading outsource supplier for TKE in Asia
and Europe. Union has sales and purchasing arrangements with TKE, Tsann Kuen
China Enterprise Co., Ltd. ("TKC") and Tsann Kuen China (Shanghai) Enterprise
Co., Ltd. ("TKS"), all are related parties. TKC and TKS are operating
subsidiaries of TKE. Included in accounts receivable from related parties at
March 31, 2003 is approximately $2,829,667. Included in accounts payable as of
March 31, 2003 is approximately $4,557,179 to related parties. The activities of
Union 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.
F-5
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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 three months ended March 31, 2003 and 2002
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003, 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, 2002.
Basis of Consolidation - The consolidated financial statements for 2003 and 2002
include the accounts of EUPA and its wholly owned subsidiaries, TK USA and Union
Channel. All references herein to the Company included 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-6
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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 March 31, 2003 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
F-7
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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-8
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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 March 31, 2003 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 March 31, 2003 the exchange rate between Hong Kong dollars and U.S.
dollars is HK$1 equals U.S.$0.128213. This exchange rate also approximates the
average for the three months ended March 31, 2003, as such, for the three months
ended March 31, 2003 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-9
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
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.
The Company accounts for employee stock options in accordance with APB No. 25
"Accounting for Stock Issued to Employees". Under APB 25, the Company recognizes
no compensation expense related to employee stock options, as no options are
granted at a price below market price on the date of grant.
In 1996, SFAS No 123 "Accounting for Stock-Based Compensation", became effective
for the Company. SFAS No. 123, which prescribes the recognition of compensation
expense based on the fair value of options on the grant date, allows companies
to continue applying APB 25 if certain pro forma disclosures are made assuming
hypothetical fair value method, for which the Company uses the Black-Scholes
option-pricing model. For non-employee stock based compensation the Company
recognizes an expense in accordance with SFAS No. 123 and values the equity
securities based on the fair value of the security on the date of grant. For
stock-based awards the value is based on the market value for the stock on the
date of grant and if the stock has restrictions as to transferability a discount
is provided for lack of tradability. Stock option awards are valued using the
Black-Scholes option-pricing model where applicable, or alternatively a book
value approach. During the three months ended March 31, 2003 and 2002, the
company recognized consulting expenses of $5,500 for the granting of stock
options to non-employees.
F-10
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003
NOTE 3 - CONCENTRATION - RELATED PARTY TRANSACTIONS
The Company had one major customer during the three months ended March 31, 2003.
Fees charged to this customer, TKE, a related party, were approximately $90,000.
Included in accounts receivable is $90,000 from TKE. See Note 1 regarding other
related party receivables as of March 31, 2003.
NOTE 4 - COMMON STOCK
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 optionee is a subsidiary of TKE. The options were issued in
exchange for future ongoing marketing services to be rendered to the Company by
such subsidiary. The per unit weighted-average fair value of unit options
granted was $0.11 at the date of grant using a book value approach. The book
value approach best estimated the value of the services to be provided. During
the three months ended March 31, 2003 the Company recognized consulting expenses
of $5,500 for the granting of stock options to non-employees.
F-11
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 the
Company's results of operations and financial condition. The discussion should
be read in conjunction with the Company's audited consolidated financial
statements for the fiscal year ended December 31, 2002 and notes thereto.
EUPA International Corporation (formerly Access Network Corporation)was
incorporated on September 8, 1998 under the laws of the State of Nevada. TK USA
was incorporated under the laws of the State of Illinois in June 1990. On
October 23, 2001, TK 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 TK USA from Tsann Kuen
Enterprise Co., Ltd. ("TKE") pursuant to an Exchange Agreement dated as of
October 10, 2001 by and among TKE, TK USA and EUPA (the "Exchange Agreement").
Pursuant to the Exchange Agreement, TK USA became a wholly owned subsidiary of
EUPA and, in exchange for the TK 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 TK 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, TK USA has been treated as the acquirer and,
accordingly, TK USA is presented as the continuing entity, and the historical
financial statements are those of TK 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, TK USA and Union Channel Limited.
-3-
EUPA commenced operations in Asia during the March 31, 2002 quarter
through Union Channel Limited. Union Channel was incorporated in Hong Kong in
January 2002. Union Channel was formed to be the leading supplier of TKE
products in Asia and Europe. However, Union Channel was not intended to have
independent operations. All of its purchases were made from TKE and all of its
sales were made to TKC China, an operating subsidiary of TKE.
However, after two quarters of operation, management determined that Union
Channel could not efficiently operate in Asia and Europe because it did not have
the requisite human resources and customer support, and to put this
infrastructure in place would not be cost-efficient. As a result, management
terminated Union Channel's operation in the third quarter of 2002 so that EUPA
could focus on searching for more profitable business opportunities in the
United States or internationally. This 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's 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 appliances. Some of TKE's products are the result of TK USA's design
efforts. Beginning in the third quarter of 2002, pursuant to a Product Design
Contract TK USA began to receive fees for market research, product design and
product engineering. The fees will be based upon the type of product and the
difficulty of design. In addition TK USA will receive ongoing royalties for
patents used starting in 2003.
RESULTS OF OPERATIONS
The consolidated financial statements for the three months ended March 31,
2003 and 2002 include the accounts of EUPA and its wholly owned subsidiaries, TK
USA and Union Channel.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED WITH THREE MONTHS ENDED MARCH
31, 2002
REVENUE. During the three months ended March 31, 2003, operating revenues
were $90,109, down from $13,087,373 in the comparable period in fiscal year
2002. The significant difference was due to the change of the business
operations to focus exclusively on design and research. All of the revenues
during the first quarter were generated from design fees. TK USA has been
engaged in the design and development of small home appliances for TKE for a
long time. Until recently, no fee was charged by TK USA to TKE for the services
rendered. Design services are currently provided to TKE pursuant to a design
service agreement between TK USA and TKE which expires on December 31, 2004.
Under the Agreement, TK USA receives a design fee. The fees are based upon the
complexity of the design with payment made quarterly. TK USA is also entitled to
the royalty fee on patents used by TKE. The details of the royalty fee agreement
is still under negotiation and, accordingly, no royalty income was recognized
during the first quarter. Once determined, the revenues generated from the
patents used by TKE will begin to be booked in the second quarter. The sales
commission arrangement with TKE and
-4-
TKC was terminated with the cessation of the Union Channel. Therefore, EUPA's
revenues in the future will be exclusively from design and royalty fees.
GROSS PROFIT. The gross profit was $84,574 during the first quarter of
fiscal year 2003 as the cost of sales totalled only $5,535 for selling and
marketing expenses that were incurred in TK USA's efforts to maintain the
existing customers in the North American market.
OPERATING EXPENSES. Operating expenses, consisting of general and
administrative expenses were $100,524 for the three months ended March 31, 2003
compared with the $362,096 in the same period fiscal year 2002. The items
included accounting fees, amortization and depreciation expenses, wages and
salaries and legal professional service expenses. The reason of the dramatic
difference was the termination of the Union Channel operations which led to a
significant reduction in operating expenses. The loss from operations was
$(15,950) and $(2,413) for the three months ended March 31, 2003 and 2002,
respectively.
Net Income (Loss): For the three months ended March 31, 2003 the Company
realized a net profit of $9,685, compared to net loss of $999 for the three
months ended March 31, 2002. The net profit was a result of the non-operating
activities. Non-operating income for the three months ended March 31, 2003 was
$27,235 compared with $17,240 in the same period for the year 2002. Included in
non-operating income was $8,667 of interest income, $14,460 of rental income and
$3,908 of other income for the first three months of 2003. During the three
months ended March 31, 2002, there was only $546 of interest income and $16,694
of rental income. The income taxes for the first quarter of the fiscal years
2003 and 2002 were $1,600 and $15,826, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $3,173,184 and $3,148,655 as of March 31, 2003
and 2002, respectively. The Company's current assets totalled $6,093,352 and
$6,259,137 on March 31, 2003 and 2002, respectively. The Company's current
liabilities were $5,154,855 and $5,353,118 on March 31, 2003 and 2002,
respectively. Working capital was $938,497 and $906,019 as of March 31, 2003 and
2002, respectively. Therefore, the Company is confident that its short-term
financial needs will be met by maintaining the adequate working capital. During
the three months ended March 31, 2003, net cash provided by operating activities
was $28,433. This represents an increase from $2,401 of net cash provided by
operating activities during the same period in 2002. Cash used in investing
activities was $(3,907), which consisted of the costs associated with the
obtaining of patent rights compared with the cash used of $(58,317) in purchase
of fixed assets during the three months ended March 31, 2002. The net cash
change was $24,526 and $(58,317) for the first quarter of 2003 and 2002,
respectively.
Capital expenditures. There were no capital expenditures for the three
months ended March 31, 2003.
Working Capital Requirements. Cash needs of the Company are currently met
by the Company's operations. The Company believes it will be able to generate
revenues from the design fee and future royalties to provide the necessary cash
flow to meet anticipated working capital requirements. From time to time, the
Company's daily operation is supported by
-5-
advances from TKE if EUPA temporarily encounters money shortage. The loans are
repaid from EUPA's revenue. Therefore, the management believes that its current
financial resources are sufficient to finance its operations for TK USA and
obligations for the long and short terms. The Company believes that its product
design fees and ongoing royalties with TKE will provide adequate working capital
for the expenses for its operations. However, the Company's actual working
capital needs for the long and short term will depend upon numerous factors,
including the Company's operating results, competition, and the availability of
existing credit facilities for TKE, none of which can be predicted with
certainty.
FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE RESULTS AND FINANCIAL CONDITIONS
Investing in the Company's securities involves a high degree of risk. In
addition to the other information contained in this annual report, including the
reports the Company incorporates by reference, you should consider the following
factors before investing in the Company's securities.
TKE CONTROLS THE COMPANY'S BUSINESS.
TKE owns more than 50% of the Company's outstanding capital stock. As a
result, TKE will be able to control the Company's business and affairs,
including the composition of the Company's board of directors or authorizing
corporate transactions such as mergers or sales of the Company's assets.
However, the interests of TKE may not be consistent with the interests of the
Company's other investors since it could take action that may not be in the best
interests of the Company's other investors.
WE ARE DEPENDENT ON TKE FOR THE COMPANY'S PRODUCT SUPPLY, SALES AND CAPITAL
REQUIREMENTS.
TKE is the major manufacturer of the products the Company supplies and the
major customer for the Company's design services. As a result, any change in the
cost of manufacturing these products will have a material adverse impact on the
Company's profit margins.
In addition to the Company's operational dependence on TKE, the Company
does not currently have an independent source of capital or lines of credit. All
of the Company's operations will initially be funded by TKE. Accordingly, any
change in TKE's financial condition or liquidity could have an impact on the
Company's ability to operate the Company's business.
MANY OF THE COMPANY'S EMPLOYEES WILL ALSO PERFORM SERVICES FOR TKE WHICH COULD
RESULT IN THEIR ATTENTION BEING DIVERTED FROM THE COMPANY'S BUSINESS.
Our success will depend, to some degree, on the efforts of the Company's
employees. Many of the Company's officers and employees will also be employed by
TKE. As a result, their full time, attention and energies will not be directed
to the Company's business. If the attention
-6-
of the Company's officers is diverted from the Company's business, the Company
may not be able to realize the full potential of the Company's business
opportunities.
IF WE DO NOT DEVELOP AND INTRODUCE NEW TKE PRODUCTS, THE COMPANY'S ABILITY TO
GROW THE COMPANY'S BUSINESS WILL BE LIMITED.
The Company believes that its future success will depend in part upon the
Company's ability to continue to develop innovative designs in the products
manufactured by TKE and to develop and market new products for which the Company
will derive revenue and ongoing royalty income from patents used on those
products. The Company may not be successful in introducing or supplying any new
products or product 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 the Company's
ability to grow the Company's business.
A SLOWDOWN IN THE RETAIL INDUSTRY WILL LIKELY HAVE AN ADVERSE EFFECT ON THE
COMPANY'S RESULTS.
The products that the Company supplies 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 the Company supplies. As a result, the Company's business and financial
results will fluctuate with the financial condition of the Company's 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 the
Company's ability to succeed is based upon the Company's and TKE's ability to
compete effectively. The Company believes 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 the
Company expects it to continue to result in, additional pricing pressures on the
Company's customers and, as a result, upon the Company. The Company competes
with many manufacturing companies, some of which have substantially greater
facilities, personnel, financial and other resources than the Company has.
Significant new competitors or increased competition from existing competitors
may adversely affect the Company's business, financial condition and results of
operations.
IF ANY OF THE PRODUCTS WE SUPPLY INFRINGE ON THE RIGHTS OF OTHERS, WE COULD
SUFFER SIGNIFICANT FINANCIAL LOSS.
The Company and TKE hold numerous patents on the products that the Company
supplies and these proprietary rights are essential to the Company's business.
The Company's patents could be challenged by others or invalidated through
administrative process or litigation.
-7-
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 the
Company's 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 the Company's sales and costs.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS COULD INCREASE THE COMPANY'S OPERATING
COSTS AND INTERFERE WITH THE COMPANY'S 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 the Company or TKE, may not meet
the specifications required by these authorities. A determination that the
Company's 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.
ITEM 4. CONTROLS AND PROCEDURES.
Within the 90 days prior to the date of filing this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.
Subsequent to the date of that evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, nor were any corrective actions required
with regard
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PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99.1 Certification of Tsan-Kun Wu pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Ching-Lun Yu pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K.
None.
-9-
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: May 15, 2003
EUPA INTERNATIONAL CORPORATION
By: /s/ Ching-Lun Yu
-------------------------------------
Name: Ching-Lun Yu
Title: C.F.O.
-10-
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, TSAN-KUN WU, President and Chief Executive Officer (principal executive
officer) of EUPA International Corporation (the "Registrant"), certifies that:
1. I have reviewed this quarterly report on Form 10-QSB of EUPA
International Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Tsan - Kun Wu
- ----------------------------
Tsan-Kun Wu
Date: May 15, 2003
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Ching-Lun Yu, Chief Financial Officer (principal financial officer) of EUPA
International Corporation (the "Registrant"), certifies that:
1. I have reviewed this quarterly report on Form 10-QSB of EUPA
International Corporation.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Ching-Lun Yu
- ----------------------------
Ching-Lun Yu
Date: May 15, 2003