SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): ~~July~~May 2629, ~~2005~~ 2006

EUPA International Corporation

(Exact name of registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation or organization)		000-26539 (Commission File Number)		88-0409450 (I.R.S Employer Identification No.)

~~2670~~89 E.San ~~Walnut~~Gabriel ~~Street~~Boulevard Pasadena, CA 91107 (Address of principal executive offices) (Zip Code)

(626) 793-2688
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 51.0201. ~~Departure~~Material Agreements Item 2.03. Creation of ~~Directors~~a Direct Financial Obligation or ~~Principal~~an ~~Officers;~~Obligation ~~Election~~under ofan ~~Directors;~~Off-Balance ~~Appointment~~Sheet Arrangement of ~~Principal~~a ~~Officers~~Registrant ~~SIGNATURE~~Item 8.01. Other Events Item 9.01. Financial Statements and Exhibits SIGNATURES EX-99.1 EX-99.2 EX-99.3 EX-99.4 EX-99.5 EX-99.6 EX-99.7

Item 5 1.0201. ~~Departure~~Material ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Agreements

~~(b)~~ On ~~July~~May 2629, ~~2005~~2006, ~~Wen-Fang~~EUPA ~~Yang~~International ~~resigned~~Corporation ~~from~~(the “Company”) entered into a line of credit (the “Loan”) ~~Board~~in the principal amount of ~~Directors~~$3,000,000 pursuant to a business loan agreement (the “~~Board~~Loan Agreement”) with ChinaTrust Bank (U.S.A.) (“ChinaTrust”), which is secured by all of ~~EUPA~~the Company’s ~~International~~assets. ~~Corporation~~The Company has also executed (i) a promissory note (the “Promissory Note”) evidencing the Loan, (ii) a security agreement (the “Security Agreement”) granting ChinaTrust a security interest in the Company’s inventory, chattel paper, accounts, equipment and general intangibles, and (iii) three deeds of trust (the “Deeds of Trust”) granting to ChinaTrust security interests in the Company’s real property, to secure the Company’s obligations under the Loan. The Promissory Note has a one-year term maturing on May 28, 2007. The Promissory Note bears interest at a variable rate based on the 6 month LIBOR plus a margin of 1.25%. The interest rate may not be adjusted more than once in each 6 month period. The initial interest rate is 6.39%. The Company intends to use amounts borrowed under the Loan to finance the repurchase of shares of the Company’s common stock and pay related fees and expenses in the reverse stock split discussed in Item 8.01 below.

~~(d)~~ The ~~vacancy~~Loan ondocuments ~~the~~contain ~~Board~~affirmative ~~created~~covenants, byincluding ~~Mr. Yang’s~~payment ~~resignation~~of ~~was~~obligations ~~filled~~and bycompliance with ~~the~~applicable ~~appointment~~law, ~~of Alexander~~and ~~Man-Kit~~negative ~~Ngan~~covenants, including limitations on ~~July 26,~~the ~~2005.~~creation ~~Mr. Ngan~~of ~~has~~additional indebtedness, ~~been~~continuity ~~appointed~~of asbusiness ~~the~~operations ~~sole~~and ~~member~~ability of ~~a special~~the ~~Executive~~Company ~~Committee~~to ofsell ~~the~~or ~~Board.~~transfer Mrthe assets. ~~Ngan~~ ~~will~~The beLoan ~~compensated~~documents incontain ~~the~~customary ~~amount~~events of default including nonpayment of principal, ~~$15~~interest or other amounts,~~000~~ ~~upon~~inaccuracy ~~his~~of ~~appointment~~representations toand ~~the~~warranties, ~~board;~~violation ~~$15~~of covenants,~~000~~ default ~~upon~~under ~~final~~other ~~completion~~indebtedness, occurrence of ~~definitive~~bankruptcy and other insolvency events and change ~~documentation~~of incontrol. ~~connection~~Tsann ~~with~~Kuen Enterprise Co., Ltd., a ~~strategic~~corporation ~~transaction~~organized toand ~~maximize~~existing ~~shareholder~~in ~~value;~~the Republic of China and ~~$15,000 upon~~owner ~~consummation~~of approximately 69.1% of the ~~strategic~~Company’s ~~transaction~~capital stock will guarantee all draws made on the Loan.

~~Mr. Ngan,~~The ~~age~~foregoing ~~54,~~descriptions ~~has served as a director~~ of ~~Singamas Container Holdings, Ltd. (0716.HK),~~ the ~~world~~ ~~second~~Loan ~~largest manufacturer of containers~~documents, ~~since~~do ~~July 2003~~not ~~and~~purport of Clearant, Inc. (CLRI.OB), a developer of pathogen inactivation technology, since April 2005. From 1993 through May 2002 he was a partner at ChinaVest Limited, a private equity investment firm. From May 1998 to ~~October 2001, Mr. Ngan~~be ~~served~~complete ~~as President~~ and ~~CEO~~are ~~of OEM manufacturer Zindart Ltd. (Nasdaq: ZNDT). From 1991 to~~qualified ~~1993, he was a financial consultant specializing~~ in ~~taking~~their ~~companies~~entirety ~~public.~~by ~~From~~reference ~~1990~~ to ~~1991, Mr. Ngan~~the ~~served~~text ~~as Head~~ of ~~Private~~the ~~Banking~~applicable inagreement, ~~Asia~~copies ~~for Royal Bank~~ of ~~Canada.~~which ~~From~~are ~~1984 to 1990, he~~filed ~~served~~ as ~~a Vice President and Director with Chase Manhattan Bank~~Exhibit 99. ~~From 1973 to 1984~~1, ~~he served with The Chase Manhattan Bank~~99.2, N99.A.3, HK99.4, ~~Bank of British Columbia (now known as the Hong Kong Bank of Canada), Pemberton Securities Ltd~~99.5 and ~~Canarim Investments, Ltd~~99.6 ~~Mr. Ngan~~to ~~received~~this aCurrent ~~Bachelor of~~Report ~~Mathematics~~on ~~from~~Form ~~University~~8-K ofand incorporated ~~Waterloo~~by inreference ~~Canada~~herein.

~~SIGNATURE~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Pursuant~~The information toset ~~the~~forth ~~requirements~~above ofunder ~~the~~Item 1.01 ~~Securities Exchange Act~~ of ~~1934,~~this ~~the registrant has duly caused~~current ~~this~~Report ~~report~~is tohereby beincorporated ~~signed on its behalf~~ by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly authorized~~Item 2.03.

Date: July 26, 2005	EUPA INTERNATIONAL CORPORATION
	By:	/s/ Kung-Chieh Huang
		Kung-Chieh Huang
		Chief Financial Officer

Item 8.01. Other Events

On June 1, 2006, the Company filed a Schedule 13E-3 Transaction Statement with the Securities and Exchange Commission (the “SEC”) describing a “going private” transaction. The “going private” transaction includes a 1 for 9,999 reverse stock split (the “Split”) of the Company’s common stock and a reduction in the authorized capital stock of the Company from 25,000,000 shares of common stock to approximately 2,500 shares of common stock for the principal purpose of terminating the Company’s status as a reporting company under the federal securities laws. If the transaction is consummated, the Company intends to accomplish this purpose by reducing the number of holders of record of the common stock to less than 500 by cashing out the fractional shares that are expected to result from the Split so that the Company will be eligible to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. After the registration of the Company’s common stock is terminated, the Company will then no longer be required to file periodic reports and other information with the SEC.

Following any review by the SEC, the Company plans to disseminate an information statement to its stockholders and amend its Articles of Incorporation with the Nevada Secretary of State. The Company is unable to determine the exact effective date of the Split at this time. Although the Company’s board of directors has approved the Split, the board of directors, in its sole discretion, reserves the right to abandon the Split prior to its effective date if it determines that abandoning the Split is in the best interests of the Company.

In the Split, stockholders will receive one share of common stock for each 9,999 shares of common stock they hold immediately before the effective date of the Split. As a result of the Split, stockholders who own fewer than 9,999 shares of common stock, or who would own fractional shares of common stock after the Split, will receive $0.40 for each share held by them before the Split that would otherwise become fractional shares as a result of the Split. Stockholders who receive cash in lieu of fractional shares will be entitled to dissenters’ rights for the “fair value” of their fractional share under Nevada law.

Attached hereto as Exhibit No. 99.7 and incorporated herein by reference is a copy of the Company’s press release issued today announcing the “going private” transaction.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description
99.1		Business Loan Agreement dated May 29, 2006

99.2		Promissory Note dated May 29, 2006

99.3		Security Agreement dated May 29, 2006

99.4		Deed of Trust dated May 29, 2006

99.5		Deed of Trust dated May 29, 2006

99.6		Deed of Trust dated May 29, 2006

99.7		Press Release dated June 1, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 29, 2006		EUPA INTERNATIONAL CORPORATION

		By /s/ Yuan-Chung Tsai
		Yuan-Chung Tsai
		President and Chief Executive Officer

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