SecProbe.io

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Mail Stop 4561

      October 24, 2005

Mr. Kung-Chieh Huang
Chief Financial Officer
Eupa International Corporation
89 N. San Gabriel Boulevard
Pasadena, CA 91107

      Re:	Eupa International Corporation
		Form 10-KSB for the Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 0-26539

Dear Mr. Huang:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we ask you to provide us
with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Item 8A. Controls and Procedures, page 9

1. Please revise to disclose whether there were any changes in
your
internal controls over financial reporting during the most recent
fiscal quarter.  Reference is made to Item 308(c) of Regulation S-
B.

Financial Statements for the year ended December 31, 2004, pages
F-1
- F-20

Auditor`s Report, page F-1

2. Please revise to state that the audit was conducted in
accordance
with the standards of the Public Company Accounting Oversights
Board
(United States) as opposed to auditing standards generally
accepted
in the United States of America.  Refer to PCAOB Auditing Standard
No. 1.

Note D - Intangible Assets, page F-12

3. We note your statement in Note B that "intangible assets
determined to have indefinite useful lives are not amortized."
Please tell us whether you have determined that any of your
intangible assets have indefinite useful lives and if so, please
provide a detailed description of your basis for concluding that
such
assets have indefinite useful lives.  In addition, please explain
the
nature of the transactions in which intangible assets were
acquired
during each reporting period.

Note G - Income Taxes, page F-13

4. Please explain to us why you have not been liable for any
federal
or international income taxes during the reporting periods.

Note I - Discontinued Operations, page F-17

5. Please tell us why you recognized a $79,996 income tax benefit
in
2004 with respect to this discontinued operation.

Note M - Liquidation Distribution, page F-20

6. We are unclear as to the nature of this transaction.  Please
provide us with a detailed description of this liquidating
distribution and your accounting basis for simultaneously
recognizing
the $517,061 amount as other income on the statement of operations
and a reduction of retained earnings on the statement of changes
in
stockholders` equity.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please file your response on EDGAR.  You may
wish
to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Maulbeck, Staff Accountant, at (202)
551-3466 or the undersigned at (202) 551-3403 if you have
questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. Kung-Chieh Huang
Eupa International Corporation
October 24, 2005
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