SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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
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(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 September 30, 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 September 30, 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.
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2003
3
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2003
TABLE OF CONTENTS
Consolidated Statements of Financial Position 5
Consolidated Statements of Operations 6
Consolidated Statements of Cash Flow 7
Consolidated Statements of Changes in Stockholders' Equity 8
Notes to Consolidated Financial Statements 9
4
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
September 30, 2003
(Unaudited) December 31, 2002
------------------ -----------------
Current Assets
Cash and cash equivalents $ 907,962 $3,148,655
Accounts receivable, related parties, net 406,737 3,110,482
Accounts receivable, other 47,358 0
---------- ----------
Total Current Assets 1,362,057 6,259,137
---------- ----------
Fixed Assets
Property, furniture and equipment (net) 854,114 886,412
---------- ----------
Total Fixed Assets 854,114 886,412
---------- ----------
Other Assets
Intangible assets, net 361,237 338,400
Deposits 8,370 8,370
---------- ----------
Total Other Assets 369,607 346,770
---------- ----------
Total Assets $2,585,778 $7,492,319
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 31,825 $ 37,878
Accounts payable and accrued expenses,
related parties 250,585 5,284,559
Income taxes payable 84,822 30,681
---------- ----------
Total Current Liabilities 367,232 5,353,118
Deposits payable 4,100 4,100
---------- ----------
Total Liabilities 371,332 5,357,218
---------- ----------
Stockholders' Equity
Common stock, $.001 par value, 25,000,000
shares authorized, 20,900,000
issued and outstanding, respectively 20,900 20,900
Additional paid in capital 1,923,703 1,907,203
Cumulative foreign-exchange translation
adjustment 2,981 0
Retained earnings 266,862 206,998
---------- ----------
Total Stockholders' Equity 2,214,446 2,135,101
---------- ----------
Total Liabilities and Stockholders' Equity $2,585,778 $7,492,319
========== ==========
5
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
September 30, September 30, September 30, September 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Sales, net $ 0 $ 675,281 $ 0 $ 675,281
Service and fee income 398,000 0 688,000 0
------------ ------------ ------------ ------------
Total Sales 398,000 675,281 688,000 675,281
Cost of sales 859 20,519 6,843 20,519
------------ ------------ ------------ ------------
Gross profit 397,141 654,762 681,157 654,762
General and administrative expenses 323,260 142,303 679,567 957,174
------------ ------------ ------------ ------------
Income(loss) from operations 73,881 512,459 1,590 (302,412)
------------ ------------ ------------ ------------
Other (Income) Expense
Interest income (553) (2,191) (3,961) (4,352)
Rental income (17,706) (15,273) (46,743) (51,507)
Bad debt expense 0 324,740 0 325,400
Miscellaneous (17) 187 (4,085) 64
------------ ------------ ------------ ------------
Total Other (Income) Expense (18,276) 307,463 (54,789) 269,605
------------ ------------ ------------ ------------
Income (loss) before income taxes 92,157 204,996 56,379 (572,017)
Provision for income taxes 5,440 44,301 7,040 44,301
------------ ------------ ------------ ------------
Income from continuing operations 86,717 160,695 49,339 (616,318)
------------ ------------ ------------ ------------
Discontinued operations
Income from discontinued operations (1,389) (17,546) 10,525 681,107
------------ ------------ ------------ ------------
Net Income $ 85,328 $ 143,149 $ 59,864 $ 64,789
============ ============ ============ ============
Net loss per share from continuing operations (basic and diluted)
Basic $ 0.004 $ 0.008 $ 0.002 ($ 0.031)
Diluted $ 0.004 $ 0.007 $ 0.002 ($ 0.031)
Net loss per share (basic and diluted)
Basic $ 0.004 $ 0.007 $ 0.003 $ 0.003
Diluted $ 0.004 $ 0.007 $ 0.003 $ 0.003
Weighted average number of shares
Basic 20,900,000 20,200,000 20,900,000 20,100,000
Diluted 22,450,000 21,950,000 22,450,000 20,100,000
6
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, September 30,
2003 2002
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 59,864 $ 64,789
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization 23,172 12,858
Depreciation 44,048 22,980
Stock issued for services 16,500 11,000
Bad Debt 0 155,438
Translation adjustments 2,981 0
Decrease (Increase) in receivables 2,703,745 (10,264,042)
Decrease (Increase) in other receivables (47,358) (369)
Decrease (Increase) in prepaid expenses 0 9,055
Decrease (Increase) in deferred income tax 0 7,858
(Decrease) Increase in accounts payable
and accrued expenses (5,040,027) 11,636,007
(Decrease) Increase in deposit payable 0 4,100
(Decrease) Increase in income taxes payable 54,141 29,227
----------- ------------
Total Adjustments (2,242,798) 1,624,112
----------- ------------
Net cash provided by operations (2,182,934) 1,688,901
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in intangible assets (46,009) (109,535)
Purchase of fixed assets (11,750) 0
----------- ------------
Net cash used in investing activities (57,759) (109,535)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock 0 2,000
----------- ------------
Net cash provided by financing activities 0 2,000
----------- ------------
Net change in cash and cash equivalents (2,240,693) 1,581,366
----------- ------------
Cash and cash equivalents at beginning of year 3,148,655 490,667
----------- ------------
Cash and cash equivalents at end of period $ 907,962 $ 2,072,033
=========== ============
Supplemental cash flows disclosures:
Income tax payments $ 800 $ 79,197
----------- ------------
Non cash investing and financing activities:
Stock issued for services $ 16,500 $ 11,000
----------- ------------
7
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
September 30, 2003
(Unaudited) December 31, 2002
------------------ -----------------
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 16,500 22,000
----------- -----------
Balance at end of period 1,930,703 1,914,203
----------- -----------
Stock subscription receivable
Balance at beginning of period (7,000) 0
Issuance of common stock 0 (7,000)
----------- -----------
Balance at end of period (7,000) (7,000)
----------- -----------
Cumulative foreign-exchange translation adjustment
Balance at beginning of year 0 0
Foreign currency translation 2,981 0
----------- -----------
Balance at end of year 2,981 0
----------- -----------
Retained earnings
Balance at beginning of period 206,998 560,815
Net income (loss) 59,864 (353,817)
----------- -----------
Balance at end of period 266,862 206,998
----------- -----------
Total Stockholders' Equity at end of period $ 2,214,446 $ 2,135,101
=========== ===========
8
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 had 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 payable as of September 30, 2003 is
approximately $117,498 to related parties. The activities of Union were
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.
9
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 nine months ended September 30, 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 - 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.
10
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September 30, 2003 and the date of our report, management has
informed us that there are no matters that warrant disclosure in the financial
statements.
11
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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.
Discontinued Operations - Results of discontinued operations of a segment of the
business are shown separately from continuing operations. Amounts for prior
periods have shown have also been shown separately for comparative purposes.
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.
12
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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.
Options to purchase shares of common stock outstanding were not included in the
computation of diluted EPS for nine months ended September 30, 2002 because the
effect would have been anti-dilutive.
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 September 30, 2003 and 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 September 30, 2003 and 2002, the exchange rates between the Hong Kong
dollar and the U.S. dollar was HK$1=US$0.12910 and US$0.12821 and the average
exchange rate for the nine months ended September 30, 2003 and 2002 was
HK$1=US$0.12827 and US$0.12821 respectively. There is a $2,981 and $0
translation adjustment recorded on the books for September 30, 2003 and 2002.
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.
13
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 nine months ended September 30, 2003 and 2002, the
company recognized consulting expenses of $16,500 and $11,000 for the granting
of stock options to non-employees.
14
EUPA INTERNATIONAL CORPORATION AND SUBSIDIARIES
(FORMERLY ACCESS NETWORK CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
NOTE 3 - COMPENSATED ABSENCES
All full time regular covered employees are eligible for vacation with pay
according to the following schedule: After one (1) full year of continuous full
time employment five (5) days of vacation, after two (2) full years of
continuous full time employment eight (8) days of vacation, after three full
years of continuous full time employment twelve (12) days vacation, after four
full years of continuous full time employment sixteen (16) days vacation, and
after five full years of continuous full time employment twenty (20) days
vacation leave. The date of employment on a full time permanent basis will be
considered the anniversary date for vacation purposes. When a regular full time
employee has completed fifty-two (52) weeks of continuous employment he/she will
be considered as having earned the aforementioned vacation benefits. At the end
of each year and at termination, employees are paid for any accumulated annual
vacation leave. As of September 30, 2003 vacation liability exists in the amount
of $10,798.
NOTE 4 - CONCENTRATION - RELATED PARTY TRANSACTIONS
The Company had one customer during the nine months ended September 30, 2003.
Fees charged to this customer, TKE, a related party, were approximately
$688,000. Included in accounts receivable is $398,501 from this customer as of
September 30, 2003.
NOTE 5 - 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 marketing
services to be rendered to the Company by a related company. 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 nine months ended September 30,
2003 and 2002 the Company recognized consulting expenses of $16,500 and $11,000
for the granting of stock options to non-employees.
15
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.
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
discontinued Union Channel's operations in the third quarter of 2002 so that
EUPA could focus on searching for more profitable business opportunities in the
United
16
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 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.
RESULTS OF OPERATIONS
The consolidated financial statements for the three months and nine months
ended September 30, 2003 and 2002 include the accounts of EUPA and its wholly
owned subsidiaries, TK USA and Union Channel.
THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2002
REVENUE. During the three months ended September 30, 2003, operating
revenues were $398,000, down from $675,281 in the comparable period in fiscal
year 2002. The difference was due to the decrease of design projects for TKE.
All of the revenues during the third quarter were generated from design fees. TK
USA has been engaged in the design and development of small home appliances for
TKE. Design services are provided to TKE pursuant to a Product Design Contract
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.
OPERATING EXPENSES. Operating expenses, consisting of general and
administrative expenses were $323,260 for the three months ended September 30,
2003 as compared to $142,303 in the same period of fiscal year 2002. The items
included accounting fees, R&D expenses, amortization and depreciation expenses,
wages and salaries and legal professional service expenses. The significant
increase in operating expenses was due to increase of R & D expenses. The
income(loss) from operations were $73,881and $512,459 for the three months ended
September 30, 2003 and 2002, respectively.
NET INCOME(LOSS): For the three months ended September 30, 2003 the
Company realized a net income of $85,328 as compared to a net income of $143,149
for the three months ended September 30, 2002. The non-operating income
(expense) for the three months ended September 30, 2003 was $18,276 as compared
with $(307,462) of non-operating expenses in the same period for the year 2002.
Included in non-operating items were interest income and expenses, rental
income, etc. The income taxes for the third quarter of the fiscal years 2003 and
2002 were $5,440 and $44,301 respectively.
17
NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2002
REVENUES. Operating revenues increased for the nine months ended September
30, 2003 to $688,000 from $675,281 in the comparable period in 2002. Cost of
sales were $6,843 and $20,519 for the nine month period ended September 30, 2003
and 2002, respectively. Gross profits were $681,157 and $654,762 for the nine
months ended September 30, 2003 and 2002, respectively.
OPERATING EXPENSES. Operating expenses, consisting of general and
administrative expenses were $679,567 for the nine month period ended September
30, 2003 as compared to $957,174 for the nine month period ended September 30,
2002. The decrease was largely attributable to the conscious effort by the
Company to reduce overall operating expenses. The operating expenses for the
nine months ended September 30, 2003 consisted primarily of TK USA's R&D and
related expenses.
NET INCOME(LOSS). For the nine months ended September 30, 2003, the
Company realized a net income of $59,864, as compared to a net income of $64,789
for the nine months ended September 30, 2002. The income tax provision is
approximating $7,040 for the nine months ended September 30, 2003 as compared to
$44,301 for the nine months ended September 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $907,962 at September 30, 2003 and
$3,148,655 at December 31, 2002. The Company's current assets totaled $1,362,057
at September 30, 2003 as compared to $6,259,137 at December 31, 2002. The
Company's current liabilities were $367,232 at September 30, 2003 as compared to
$5,353,118 at December 31, 2002. Working capital at September 30, 2003 was
$994,825 and $906,019 at December 31, 2002. The Company believes that its
short-term financial needs will be met by maintaining the adequate working
capital. During the nine months ended September 30, 2003, net cash used by
operating activities was $2,182,934 as compared to of net cash provided by
operating activities of $1,688,901, during the same period in 2002. Cash used in
investing activities was $57,759 and $109,535 for the nine months ended
September 30, 2003 and 2002, respectively, and consisted of costs associated
with obtaining patent rights. The net cash change was $(2,240,693) and
$1,581,366 for the nine months ended 2003 and 2002, respectively.
Capital expenditures. There were no capital expenditures during the nine
months ended September 30, 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
enough revenues from design fees to provide the necessary cash flow to meet
anticipated working capital requirements. From time to time, the Company's daily
operation is supported by advances from TKE if EUPA temporarily encounters money
shortage. The loans are repaid from EUPA's revenue. Therefore, 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 with TKE will provide adequate working
capital for the expenses for its operations.
18
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.
SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
The Notes to the Consolidated Financial Statements contain a summary of EUPA
International, Inc's significant accounting policies, including a discussion of
recently issued accounting pronouncements. Certain of these policies as well as
estimates made by management are considered to be important to the portrayal of
the Company's financial condition, since they require management to make
difficult, complex or subjective judgments and estimates, some of which may
relate to matters that are inherently uncertain. Additional information about
these policies can be found in Note B to the Consolidated Financial Statements.
Management has discussed each of these significant accounting policies and
related estimates with the Audit Committee of the Board of Directors.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company provides an allowance for loss on receivables based on a review of
the current status of existing receivables, historical collections experience,
subsequent collections and management's evaluation of the effect of existing
economic conditions. This process is subject to numerous estimates and judgments
by management. Changes in these estimates could have a direct impact on the
allowance itself, net income of the Company and management's future credit
process.
Management periodically reviews its collection activity and updates its
estimates of the allowance based on current and future expected activity and
customer base.
RECOVERABILITY OF INTANGIBLE ASSETS
Effective January 1, 2002 our Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets". The adoption of
SFAS No. 142 was required in accordance with accounting principles generally
accepted in the United States of America. Such statement required an initial
impairment assessment involving a comparison of the fair value of goodwill,
trademarks and other intangible assets to current carrying value.
SFAS No. 142 classifies intangibles into three categories: (1) intangible assets
with definite lives subject to amortization; (2) intangible assets with
indefinite lives not subject to amortization; (3) goodwill. For intangible
assets with definite lives, tests for impairment must be performed if conditions
exist that indicate the carrying value may not be recoverable.
Our trademarks and patents that are determined to have definite lives are
amortized over their useful lives. In accordance with SFAS No. 142, if
conditions exist that indicate the carrying value may not be recoverable; we
review such trademarks and patents with definite lives for impairment to ensure
they are appropriately valued. Such conditions may include an economic downturn
in a market or a change in the assessment of future operations.
19
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 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. 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
20
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.
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
21
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-QSB, 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.
22
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31.1 Certification of principal executive officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of principal financial officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 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.
32.2 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.
23
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 14, 2003
EUPA INTERNATIONAL CORPORATION
By: /s/ Ching-Lun Yu
-----------------------------------
Name: Ching-Lun Yu
Title: C.F.O.
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