CVF Technologies 10QSB Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

CVF TECHNOLOGIES CORPORATION

(Exact name of small business issuer as specified in its charter)

NEVADA	0-29266	87-0429335
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation or organization)	Number)	Identification No.)

8604 Main Street, Suite 1
WILLIAMSVILLE, NEW YORK 14221
(716) 565-4711
(Address, including zip code, and telephone number,
including area code, of issuer’s principal executive offices)

     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

     As of July 29, 2005, there were 13,820,396 shares of common stock, $0.001 par value per share, of the issuer outstanding.

     Transitional Small Business Disclosure Format (check one): Yeso Noþ

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
	Item 3. Controls and Procedures
PART II — OTHER INFORMATION
	Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-11 Statement of Computations
EX-31.1 Certification 302 - CEO
EX-31.2 Certification 302 - CFO
EX-32 Certifications 906 - CEO and CFO

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Expressed in U.S. Currency)
	June 30,			December 31,
	2005			2004
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	136,538		$	112,648
Trade receivables		114,318			139,313
Inventory		55,389			58,818
Prepaid expenses and other		30,323			30,086
TOTAL CURRENT ASSETS		336,568			340,865
Property and equipment, net of accumulated depreciation		43,622			51,369
Loans receivable		142,251			142,251
Equity investment & notes receivable in Biorem (see Note 3)		708,048			791,820
Holdings available for sale, at market		2,033			2,011
Goodwill		1,200,108			1,200,108
TOTAL ASSETS	$	2,432,630		$	2,528,424
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
Notes payable — other	$	25,000		$	—
Subsidiary loans payable		234,148			239,139
Accounts payables and accrued liabilities		2,990,355			3,228,089
Preferred and other non-voting stock of subsidiaries		204,075			208,425
TOTAL CURRENT LIABILITIES		3,453,578			3,675,653
LONG-TERM LIABILITIES:
Notes payable — other		—			25,000
Deferred income taxes		159,899			241,892
Pension obligation		594,204			618,916
TOTAL LONG-TERM LIABILITIES		754,103			885,808
Redeemable Series A preferred stock, $0.001 par value, redeemable at $18.25 per share, authorized 500,000 shares, issued and outstanding 3,477 shares		63,455			63,455
		4,271,136			4,624,916
STOCKHOLDERS’ (DEFICIT) EQUITY:
Series C convertible preferred stock, $0.001 par value, issued and outstanding 100,000 shares, stated value $1,000,000		100			100
Common stock, $0.001 par value, authorized 50,000,000 shares, 13,820,396 issued (2004; 13,761,225) and in treasury 481,700 (2004; 481,700)		14,302			14,243
Warrants		111,094			111,094
Additional paid in capital		30,611,078			30,632,237
Treasury stock		(2,747,174	)		(2,747,174	)
Accumulated other comprehensive loss		(352,690	)		(409,594	)
Accumulated deficit		(29,475,216	)		(29,697,398	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(1,838,506	)		(2,096,492	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	2,432,630		$	2,528,424

See notes to consolidated financial statements

CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	(Expressed in U.S. Currency)
	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
SALES	$	98,879		$	2,308,410		$	248,022		$	4,661,632
Cost of sales		33,643			1,298,356			73,591			2,660,373
GROSS MARGIN		65,236			1,010,054			174,431			2,001,259
EXPENSES:
Selling, general and administrative		400,219			1,597,196			859,311			2,838,956
Research and development		—			86,123			—			241,234
TOTAL EXPENSES		400,219			1,683,319			859,311			3,080,190
(Loss) from continuing operations before under noted items		(334,983	)		(673,265	)		(684,880	)		(1,078,931	)
OTHER (EXPENSES) INCOME
Interest income (expense), net		17,905			(80,889	)		(6,081	)		(168,752	)
Income from equity investees		39,110			—			66,518			—
Other income (expense), net		(8,974	)		2,405			(24,343	)		(3,368	)
Gain (loss) on sale of holdings		75,222			31			798,874			(2,004	)
Gain on sale of equity in subsidiary		—			—			—			742,568
TOTAL OTHER INCOME (EXPENSE)		123,263			(78,453	)		834,968			568,444
Income (Loss) before income taxes and minority interest		(211,720	)		(751,718	)		150,088			(510,487	)
Income taxes (recovery)		(36,723	)		(32,868	)		(73,629	)		—
Income (Loss) before minority interest		(174,997	)		(718,850	)		223,717			(510,487	)
Minority interest in loss		—			36,569			—			74,585
NET INCOME (LOSS)	$	(174,997	)	$	(682,281	)	$	223,717		$	(435,902	)
BASIC INCOME (LOSS) PER SHARE	$	(0.01	)	$	(0.06	)	$	0.02		$	(0.04	)
DILUTED INCOME (LOSS) PER SHARE	$	(0.01	)	$	(0.06	)	$	0.02		$	(0.04	)
WEIGHTED SHARES USED IN COMPUTATION — BASIC		13,820,396			12,228,892			13,816,146			11,826,778
WEIGHTED SHARES USED IN COMPUTATION — DILUTED		13,820,396			12,228,892			13,870,957			11,826,778

See notes to consolidated financial statements

CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	(Expressed in U.S. Currency)
	Six Months Ended June 30,
	2005			2004
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations	$	223,717		$	(435,902	)
Adjustments to reconcile net loss from operating activities:
Depreciation and amortization		7,747			230,819
Gain on sale of subsidiary		—			742,568
(Loss) gain on sale of holdings		—			2,004
Minority interest in losses of subsidiaries		(81,993	)		(74,585	)
Pension expense		(24,712	)		16,258
Deferred tax income		—			58,559
Stock option compensation		(44,300	)		187,464
Income from equity investees		(66,518	)		—
Changes in non-cash working capital items
Decrease (increase) in trade receivables		24,995			900,147
Decrease in inventory		3,429			467,308
(Increase) decrease in prepaid expenses and other		(237	)		(11,234	)
Decrease in income taxes receivable		—			66,953
Increase (decrease) in trade payables and accrued liabilities		(237,734	)		(544,766	)
		(419,323	)		2,041,495
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(195,606	)		1,605,593
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal (purchase) of property and equipment		—			165,005
Proceeds from sale of holdings		144,383			2,432
CASH PROVIDED BY INVESTING ACTIVITIES		144,383			167,437
CASH FLOWS (USED) FROM FINANCING ACTIVITIES:
Increase (decrease) in bank indebtedness		(4,991	)		(5,000	)
Exercise of stock options		23,200			—
Increase (decrease) in note payable to officer		—			(713,289	)
CASH PROVIDED (USED) BY FINANCING ACTIVITIES		18,209			(718,289	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		56,904			(211,967	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		23,890			842,774
CASH AND CASH EQUIVALENTS — beginning of period		112,648			225,535
CASH AND CASH EQUIVALENTS — end of period	$	136,538		$	1,068,309

See notes to consolidated financial statements

CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	(Expressed in U.S. Currency)
	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005		2004
Net Income (loss)	$	(174,997	)	$	(682,281	)	$	223,717	$	(435,902	)
Other comprehensive income, net of tax:
Foreign currency translation adjustments		37,981			(95,491	)		56,604		136,790
Unrealized holding gains:
Unrealized holding losses arising during period (see note below)		161			165			300		1,387
							��
Total other comprehensive income (loss)		38,142			(95,326	)		56,904		138,177
Comprehensive income (loss) during period	$	(136,855	)	$	(777,607	)	$	280,621	$	(297,725	)

Note: Unrealized holding losses are net of tax (benefit) of $107 and $110 for the three months ended June 30, 2005 and 2004 respectively and $200 and $925 for the six months ended June 30, 2005 and 2004 respectively.

See notes to consolidated financial statements

CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED)

(Dollars Expressed in U.S. Currency)

1. BASIS OF PRESENTATION

     The accompanying financial statements are unaudited, but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position and the results of operations for the interim periods presented. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of the results attainable for a full fiscal year.

	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
	Certain of the comparative figures have been reclassified to conform with the presentation adopted in the current period. The Canadian dollar is the functional currency used by the Company, whereas the reporting currency is the U.S. dollar.
2.	ACCOUNTING POLICIES

     (i) Going Concern

     These consolidated financial statements have been prepared on a going concern basis, which presumes that assets will be realized and liabilities discharged in the normal course of business over the foreseeable future. The consolidated Company’s current liabilities exceed its current assets. Prior to this year the Company had incurred losses over the past seven years, which had reduced the Company’s cash reserves, and depleted stockholders’ equity. However for the first six months of this year the Company has been profitable and stockholders’ equity has increased primarily due to the sale of equity in Biorem. Further, the Company has several contingent liabilities (note 13).

     The Company’s primary need for cash is to maintain its ability to support the operations and ultimately the carrying values of certain of its individual investee companies. The Company is actively pursuing the sale of a portion of its interests in some of its investee companies as a source of funds, as well as establishing lines of credit or issuing new stock and reduction of cash flow needs. The Company will continue to assist its investee companies in their efforts to obtain outside financing in order to fund the growth and development of their respective businesses and has

taken steps to reduce the operating cash requirements of the parent company and its investees. The Company is also seeking outside investment for these companies. There is no assurance that these initiatives will be successful or that certain of its investees will continue to have adequate cash resources and capital to be able to continue as going concerns.

               The Company’s ability to continue to realize assets and discharge liabilities in the normal course is uncertain and dependent on these and other initiatives. These financial statements do not include any of the adjustments to the amounts or classification of assets and liabilities that might be necessary should the Company be unable to continue its business in the normal course.

     (ii) Stock Based Compensation Plans

     The Company accounts for stock-based compensation plans under Accounting Principles Board Opinion 25, (APB 25) Accounting for Stock Issued to Employees and the related interpretation, for which no compensation cost is recorded in the statement of operations for the estimated fair value of stock options issued with an exercise price equal to the fair value of the common stock on the date of grant. Statement of Financial Accounting Standards No.123 (SFAS 123) Accounting for Stock-Based Compensation, as amended by Statement of Financial Accounting Standards No. 148 (SFAS 148) Accounting for Stock-Based Compensation — Transition and Disclosure, requires that companies, which do not elect to account for stock-based compensation as prescribed by this statement, disclose the pro-forma effects on earnings and earnings per share as if SFAS 123 has been adopted.

     If the Company had applied the recognition provisions of SFAS 123 using the Black-Scholes option pricing model, the resulting pro-forma net income available to common shareholders, and pro-forma net income available to common shareholders per share would be as follows:

	For the three months ended						For the six months ended
	June 30,						June 30,
	2005			2004			2005		2004
Net income (loss) to common shareholders, as reported	$	(175,769	)	$	(683,051	)	$	222,182	$	(437,442	)
Deduct (Add): Stock-based compensation, net of tax		—			38,164			—		38,164
Net income (loss) available to common shareholders, pro-forma	$	(175,769	)	$	(721,215	)	$	222,182	$	(475,606	)
Basic and diluted earnings (loss) per share:
As reported -	$	(.01	)	$	(.06	)	$	.02	$	(.04	)
Pro-forma -	$	(.01	)	$	(.06	)	$	.02	$	(.04	)

The above stock-based employee compensation expense has been determined utilizing a fair value method, the Black-Scholes option-pricing model.

The Company has recorded no compensation expense for stock options as none were granted to employees during the six months ended June 30, 2005 and June 30, 2004.

In accordance with SFAS 123, the fair value of each option grant has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	For the six months ended June 30,
	2005			2004
Risk free interest rate		3.50	%		5.0	%
Expected life	2.0 years			5.0 years
Dividend rate		0.00	%		0.00	%
Expected volatility		36.1	%		95.2	%

3. SUBSIDIARY BIOREM GOES PUBLIC

     In January 2005 Biorem completed its going public transactions and began trading on the Toronto Venture Exchange effective Friday, January 21, 2005 under the symbol BRM. CVF’s ownership position in Biorem as of June 30, 2005 is approximately 3.2 million shares of Biorem Inc. representing approximately 32% of the outstanding shares of Biorem and is valued as of August 4, 2005 at $7.7 million.

     Since CVF no longer owns more than 50% (effective November 24, 2004) CVF records the results of Biorem on the equity basis of accounting compared to consolidating the results previously.

4. INCOME (LOSS) PER SHARE

     Basic income per share amounts are computed by dividing net income from continuing operations available to common stockholders from continuing operation and income from discontinued operations, and net income available to common stockholders by the weighted average number of common shares outstanding during the period. The net income from continuing operations and net income available to common stockholders consists of net income from continuing operations and net income amounts reduced by the dividends on the Company’s Series A, B and C preferred stock. Diluted income per share reflects the per share amount that would have resulted if diluted potential common stock had been converted to common stock, as prescribed by SFAS 128. The Company has presented dilutive income per share in those periods where there was net income and therefore reduced income per share and not presented dilutive loss per share information when the dilution would reduce the loss per share.

5.	INVENTORY
	Inventory consists of the following:

	June 30, 2005			December 31, 2004
Finished goods	$	119,202		$	124,821
Less obsolescence reserve		(63,813	)		(66,003	)
	$	55,389		$	58,818

6. INVESTMENTS

     The following table provides certain summarized unaudited financial information related to the Company’s equity basis holdings:

	Six Months Ended June 30,
	2005		2004
Net Sales	$	4,068,283	$	1,054,351
Gross profit on sales		1,613,629		282,504
Net income (loss)	$	45,732	$	(553,916	)

     Included in the above results for the six months ended June 30, 2005 are the full six month results of Biorem (the results are not included in the 2004 period above as Biorem was consolidated in the 2004 period previous to November 24, 2004). Also, included in the results above for the six months ended June 30, 2005 are only the months of January 2005 and February 2005 for SRE as SRE filed bankruptcy on March 31, 2005 and the results for the month of March 2005 are not available.

     Included in the above results for the six months ended June 30, 2004 are the full three months of SRE results. The first 86 days of 2004 (the date CVF’s equity holdings in SRE changed from above 50% to 37%) are also included in the consolidated results.

7. SERIES B PREFERRED DIVIDENDS

     In February 2004 the Company’s outstanding Series B Convertible Preferred Stock was restructured in a transaction agreed to with the holder of this stock. The holder exchanged its Series B Convertible Preferred Stock with a stated value of

$3,385,000 and accrued dividends of approximately $673,600 for 1,000,000 shares of the Company’s common stock and a new Series C 6% Convertible Preferred Stock with a stated value of $1,000,000, convertible into common stock at $1 per share. The Series C Preferred is subject to mandatory redemption on February 27, 2006; however, the Company’s obligation to redeem will be limited to available cash in excess of working capital requirements for the next twelve months. The Company also issued to the former Series B holder a three-year warrant to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.35 per share.

8. INTERIM FINANCIAL STATEMENT DISCLOSURES

     Certain information and footnote disclosures normally included in annual financial statements presented in accordance with generally accepted accounting principles have been condensed or omitted from the accompanying unaudited interim financial statements. Reference is made to the Company’s audited financial statements for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 8, 2005.

9.	IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
	The Company has implemented new accounting standards as follows:
	FASB 123 (revised 2004) — Share-Based Payments
	In December 2004, the FASB issued a revision to FASB Statement No. 123, Accounting for Stock Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement 123 as originally issued and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” This Statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans.

A nonpublic entity will measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of those instruments, except in certain circumstances.

A public entity will initially measure the cost of employee services received in exchange for an award of liability instruments based on its current fair value; the fair value of that award will be re-measured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period will be recognized as compensation cost over that period. A nonpublic entity may elect to measure its liability awards at their intrinsic value through the date of settlement.

The grant-date fair value of employee share options and similar instruments will be estimated using the option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available).

Excess tax benefits, as defined by this Statement, will be recognized as an addition to paid-in-capital. Cash retained as a result of those excess tax benefits will be presented in the statement of cash flows as financing cash inflows. The write-off of deferred tax assets relating to unrealized tax benefits associated with recognized compensation cost will be recognized as income tax expense unless there are excess tax benefits from previous awards remaining in paid-in capital to which it can be offset.

The notes to the financial statements of both public and nonpublic entities will disclose information to assist users of financial information to understand the nature of share-based payment transactions and the effects of those transactions on the financial statements.

The effective date for public entities that do not file as small business issuers will be as of the beginning of the annual reporting period that begins after June 15, 2005. For public entities that file as small business issuers and nonpublic entities the effective date will be as of the beginning of the annual reporting period that begins after December 15, 2005. Management intends to comply with this Statement at the scheduled effective date for the relevant financial statements of the Company.

Accounting for Asset Retirement Obligations

     In March 2005, FASB Interpretation No.47 “FIN 47” was issued, which clarifies certain terminology as used in FASB Statement No. 143, “Accounting for Asset Retirement Obligations”. In addition it clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. Early adoption of FIN 47 is encouraged. Management believes the adoption of FIN 47 will have no impact on the financials of the Company, once adopted.

FASB 154 — Accounting Changes and Error Corrections

     In May 2005, the FASB issued FASB Statement No. 154, which replaces APB Opinion No.20 and FASB No. 3. This Statement provides guidance on the reporting of accounting changes and error corrections. It established, unless impracticable retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements to a newly adopted accounting principle. The Statement also provides guidance when the retrospective application for reporting of a change in accounting principle is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by this Statement. This Statement is effective for financial statements for fiscal years beginning after December 15, 2005. Earlier application is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date of this Statement is issued. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

10.  STOCK OPTIONS AND WARRANTS

     Due to the re-pricing of stock options in 2002 those options are subject to variable plan accounting using the intrinsic value as prescribed by APB25. As the fair market value of the Company’s stock as of June 30, 2005 was $0.19 compared to $0.48 at December 31, 2004, and also since 75,000 of the repriced options were exercised during the first quarter of 2005, a reduction in compensation expense of $44,300 was recorded during the 2005 first six months. As the fair market value of the Company’s stock as of June 30, 2004 was $0.45 compared to $0.41 at December 31, 2003, and some options were exercised during the 2004 period a reduction of compensation expense of $83,799 was recorded during the 2004 first six months.

11.  SEGMENTED INFORMATION

     The Company currently has three reportable segments (five in 2004): precious gem identification, natural horticultural and general corporate. In 2002, as a result of growth in the natural horticultural segment, as a percentage of consolidated sales, the Company reallocated business units to business segments to more appropriately group units for chief operating decision purposes and reporting in accordance with SFAS 131. This change was applied on a retroactive basis. The gem identification segment consists of one company that has developed identification and database systems, and markets its products and services to the companies in the precious gem business, including producers, cutters, distributors and retailers. The natural horticultural segment consists of one company that develops, manufactures and markets natural fertilizers, insecticides and herbicides. The Company’s general corporate segment includes one company which provides funding and management overview services to the holdings. This segment’s profits include interest income and gains on sales of its various holdings.

     The Company evaluates performance and allocates resources based on continuing profit or loss from operations before income taxes, depreciation and research and development. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

     There are no intersegment sales, transfers, or profit or loss.

Industry Segments for the Six Months Ended June 30, 2005 and 2004

	Biorem-			Machine			Identification			Natural			Corporate
	ediation			Controls *			Systems			Horticultural			Administration
																Total
	$			$			$			$			$			$
2005
Sales		—			—			238,054			9,968			—			248,022
Income (Loss) from continuing operations before other income		—			—			(78,249	)		(23,068	)		(583,563	)		(684,880	)
Other income		—			—			(47,752	)		(14,095	)		896,815			834,968
Income (loss) from continuing operations before income taxes		—			—			(126,001	)		(37,163	)		313,252			150,088
2004
Sales		3,763,678			398,670			304,097			195,187			—			4,661,632
Income (Loss) from continuing operations before other income (expense)		196,019			(204,063	)		(125,945	)		(177,893	)		(767,049	)		(1,078,931	)
Other income (expense)		(56,886	)		(7,922	)		(24,693	)		—			(20,093	)		(109,594	)
(Loss) from continuing operations before income taxes		139,133			(211,985	)		(150,638	)		(177,893	)		(787,142	)		(1,188,525	)

* Six months 2004 Machine Controls results above includes only January 1, 2004 through March 24, 2004 as CVF no longer consolidated the company as of March 24, 2004.

12.  EQUITY INVESTEE SRE FILES BANKRUPTCY

     On March 11, 2005, a secured creditor of SRE called a $550,000 Cdn secured demand note and appointed a receiver to administer the Company. The assets of SRE were estimated by the receiver at $902,000 Cdn while the total due creditors (secured and unsecured) was estimated at $1,600,000 Cdn. On March 31, 2005 a bankruptcy filing was filed in the office of the Superintendent of Bankruptcy Canada. The first meeting of creditors was set for April 15, 2005.

     CVF examined its various options as a result of the action by this creditor which included bidding on the assets claimed by the creditor. The first meeting of creditors of SRE was conducted on April 15, 2005. As a result of that meeting a bid was accepted by the trustee for SRE totaling $1.1 million Cdn from an unrelated third party, MCC Energy. It is highly unlikely that CVF will receive any money from this sale and since CVF’s investment in SRE was already carried at zero value there is no financial implication to CVF as a result of this sale to an outside third party.

     As of March 25, 2004, SRE as a result of signing a Memorandum of Agreement, had received $500,000 Cdn investment in new equity into SRE. As part of the requirements of the new investment, all debt in SRE as of March 25, 2004, including $1,751,000 in debt held by CVF, but excluding $390,000 Cdn held by other shareholders of SRE was converted into equity. The net result of the new investment and the restructuring of the debt was that CVF held approximately 37% of the equity of SRE. The gain of $742,568 is shown as a separate line, “Gain on sale of equity in subsidiary” in other income within the income statement.

13. CONTINGENCIES

     The Company is currently under an audit by the Internal Revenue Service (“IRS”). As part of the routine audit, the IRS indicated that they reviewed the treatment of capital losses claimed in the prior year and refunds of $2,532,000 received in 2001. A proposed deficiency in federal income tax was issued by the IRS on December 1, 2003 totaling $2,969,123. On February 5, 2004 CVF issued a formal protest to the proposed deficiency and its protest has now gone before appeals at the IRS. If it is not resolved at the appeals level of the IRS, CVF intends to challenge the IRS ruling in federal tax court, as CVF and its legal counsel strongly believes its original deductions were correctly taken. This process could take up to 18 more months to be resolved.

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW:

CVF Technologies Corporation (www.cvfcorp.com) (“CVF” or the “Company”)was originally founded as a limited partnership in 1989 and was converted into a Corporation in 1995 and is involved in the business of investing in and managing early stage companies primarily engaged in the information technology and environmental technology sectors. CVF’s mandate is to acquire significant holdings in new and emerging technology companies and then to assist them in their management, and through them to engage in their respective businesses. CVF’s current holdings include investments made in its investee companies during the period from 1990 to the present.

CVF generates revenues and profits through consolidation of the operating results of its investee companies. CVF also endeavors to realize gains through the eventual sale of all or a portion of its holdings in these companies at such time as management determines that CVF’s funds can be better deployed in other industries or companies. CVF’s goal is to maximize the value of its holdings in its investee companies for the Company’s shareholders. One important way that CVF accomplishes this is by the investee company going public at the appropriate time. This has been done with CVF’s former investee companies Certicom Corporation and TurboSonic Technologies, Inc. Also, in January 2005, Biorem Technologies Inc. completed its going public transaction.

After CVF’s initial investment, an investee company often requires additional capital to meet its business plan. Consequently, the Company actively assists its investee companies in obtaining additional capital which is usually sourced through CVF’s own resources or via other participants. CVF’s ability to continue to provide assistance to its investees is subject to the limitations of its own financial resources. Even though one of the investee companies was profitable in 2004 and 2005, CVF, on a consolidated basis, prior to this year has incurred losses over the past seven years. However for the first six months of this year the Company has been profitable and stockholders equity has increased primarily due to the sale of equity in Biorem. These losses have depleted the Company’s cash reserve which has significantly limited the Company’s ability to assist its investees with its own capital in the past. However now that Biorem has gone public in January 2005 and CVF’s ownership in Biorem is currently valued at $7.7 million (as of August 4, 2005) and a public market exists for its stock, CVF will have more flexibility in assisting its investee companies.

On a stand-alone basis, CVF has no sales from operations. Sales and gross profit from sales reflect the operations of CVF’s consolidated subsidiaries only. The consolidated subsidiaries in the 2005 period are Gemprint ™ Corporation (“Gemprint”) and Ecoval Corporation (“Ecoval”). Biorem (effective November 24, 2004) results are no longer included in CVF’s consolidated results as CVF’s ownership in Biorem as a result of Biorem issuing additional stock during its going public transaction as well as the exercising of all stock options and conversion of all debt, as well as CVF selling a portion of its Biorem shares, has now decreased to 32%. Also SRE’s results consolidated through March 24, 2004 only, the date CVF had its majority interest in SRE diluted to 37%. CVF records profit and loss using the equity method for companies in which CVF holds 20% to 50% ownership. These companies are Biorem (effective November 24, 2004 when CVF’s position fell below 50%), Petrozyme Technologies Inc. (“Petrozyme”), and SRE (subsequent to March 24, 2004 when CVF’s ownership position in SRE declined to 37%). The results of companies in which CVF has less than 20% ownership, are not included in the Consolidated Statement of Operations.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2004:

Consolidated sales of CVF subsidiaries for the three months ended June 30, 2005 amounted to $98,879, representing a decrease of $2,209,531 compared to sales of $2,308,410 for the same period in 2004 due to no longer consolidating Biorem and SRE.

For the three months ended June 30, 2005, Biorem’s sales are not included in CVF’s consolidated results as CVF’s ownership in Biorem decreased below 50% on November 24, 2004. Biorem’s sales that were consolidated in the 2004 period were $2,095,595. Ecoval’s sales decreased by $63,418 since fertilizer orders were no longer being actively pursued as the company focuses on its pesticide division and since sales of herbicide in Canada are now being sold by Scotts Canada under an exclusive retail licensing agreement signed in late 2004. Gemprint’s sales decreased by $56,756 compared to the same quarter of 2004 due to lower diamond registrations and lower system sales. Also the weaker US dollar in the 2005 period contributed to the decrease.

CVF’s gross margin of $65,236 for the second quarter of 2005 represents a decrease of $944,818 from the same period last year. This decrease is due to no longer consolidating Biorem which resulted in $886,284 lower gross margin in the second quarter of 2005 and due to Gemprint which had $47,793 lower gross margin in the second quarter of 2005 due to lower sales. Overall gross margin of CVF as a percentage of sales increased to 66.0% for the second quarter of 2005 from 43.8% for the second quarter of 2004.

Selling, general and administrative expenses on a consolidated basis for the three months ended June 30, 2005 amounted to $400,219, representing a decrease of $1,196,977 (75%) compared to expenses of $1,597,196 for the same period in 2004. This decrease is mainly due to no longer consolidating Biorem which resulted in $861,297 lower expenses in the second quarter of 2005. Ecoval’s expenses decreased by $115,402 (89%) as the Ecoval intangible asset was fully amortized in mid 2004. Gemprint’s expenses were $52,501 (31%) lower in the second quarter 2005 compared to the 2004 period due to the 38% sales decline and watching expenses very closely as well as closely monitoring Ecoval’s expenses. Management continues to undertake a concerted effort to effect an overall reduction in administrative costs. Over the past 4 years CVF has undertaken many initiatives to lower the Company’s expenses. (See further discussion in the Liquidity and Capital Resources section).

Research and development expenses for the second quarter of 2005 amounted to $nil compared to $86,123 incurred in the comparable 2004 period. This decrease is attributable to no longer consolidating Biorem’s and SRE’s results.

Net interest income was $17,905 for the second quarter of 2005 compared to net interest expense of $80,889 for the second quarter of 2004. This decrease is attributable to no longer consolidating Biorem’s and SRE’s results.

Income from equity holdings (entities in which CVF has a 50% or less ownership) was $39,110 in the 2005 period compared to $nil in the 2004 period. This represents CVF’s share of Biorem’s income in the 2005 period now that CVF owns less than 50% of Biorem.

Gain on sale of holdings amounted to $75,222 in the 2005 period compared to income of $31 in the 2004 period. In the 2005 period the Company sold a portion of its holdings in Biorem

Income tax recovery amounted to $36,723 in the 2005 period compared to an expense of $32,868 in the 2004 period.

Minority interest portion of the loss decreased to $nil in the second quarter of 2005 from $36,569 in the comparable 2004 period. The amount in the 2004 period related only to Gemprint and since the balance is now zero no further amounts are recognized.

CVF, on a consolidated basis, recorded a net loss of $174,997 for the three months ended June 30, 2005 which decreased by $507,284 (72%) compared to a net loss of $682,281 in the 2004 period.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2004:

Consolidated sales of CVF subsidiaries for the six months ended June 30, 2005 amounted to $248,022, representing a decrease of $4,413,610 compared to sales of $4,661,632 for the same period in 2004 primarily due to no longer consolidating Biorem and SRE.

For the six months ended June 301, 2005, Biorem’s sales are not included in CVF’s consolidated results as CVF’s ownership in Biorem decreased below 50% on November 24, 2004. Biorem’s sales that were consolidated in the 2004 period were $3,763,678. Also, for the six months ended June 30, 2005, SRE’s sales are not included in CVF’s consolidated results as CVF’s ownership in SRE decreased to 37% during March 2004. SRE’s sales that were consolidated in the 2004 period were $398,670. Ecoval’s sales decreased by $185,219 since fertilizer orders were no longer being actively pursued as the company focuses on its pesticide division and since sales of herbicide in Canada are now being sold by Scotts Canada under an exclusive retail licensing agreement signed in late 2004. Gemprint’s sales decreased by $66,043 compared to the same period of 2004 due to lower diamond registrations and lower system sales. Also the weaker US dollar in the 2005 period contributed to the decrease.

CVF’s gross margin of $174,431 for the first six months of 2005 represents a decrease of $1,826,828 from the same period last year. This decrease is due to no longer consolidating Biorem which resulted in $1,608,627 lower gross margin in the first six months of 2005 and the effect of no longer consolidating SRE resulted in $116,623 lower gross margin in the first six months of 2005 and due to Gemprint which had $41,448 lower gross margin in the first six months of 2005 due to lower Gemprint registration sales. Overall gross margin of CVF as a percentage of sales increased to 70.3% for the first six months of 2005 from 42.9% for the first six months of 2004.

Selling, general and administrative expenses on a consolidated basis for the six months ended June 30, 2005 amounted to $859,311, representing a decrease of $1,979,645 (70%) compared to expenses of $2,838,956 for the same period in 2004. This decrease is mainly due to no longer consolidating Biorem which resulted in $1,258,150 lower expenses in the first six months of 2005 and the effect of no longer consolidating SRE resulted in $233,912 lower expenses in the first six months of 2005. Ecoval’s expenses decreased by $214,955 (90%) as the Ecoval intangible asset was fully amortized in mid 2004.

Research and development expenses for the first six months of 2005 amounted to $nil compared to $241,234 incurred in the comparable 2004 period. This decrease is attributable to no longer consolidating Biorem’s and SRE’s results.

Net interest expense decreased to $6,081 for the first six months of 2005 compared to net interest expense of $168,752 for the first six months of 2004. This decrease is attributable to no longer consolidating Biorem’s and SRE’s results.

Income from equity holdings (entities in which CVF has a 50% or less ownership) was $66,518 in the 2005 period compared to $nil in the 2004 period. This represents CVF’s share of Biorem’s income in the 2005 period now that CVF owns less than 50% of Biorem.

Other expense increased to $24,343 in the first six months of 2005 from expense of $3,368 for the first six months of 2004 due to foreign currency exchange related to the weakening US dollar.

Gain on sale of holdings amounted to $798,874 in the 2005 period. In the 2005 period the Company sold a portion of its holdings in Biorem.

Gain on sale of equity in subsidiary totaling $742,568 in the 2004 period represented a third party investment which resulted in a restructuring of SRE whereby CVF’s equity position decreased from 75% to 37%.

Income tax recovery amounted to $73,629 in the 2005 period compared to an expense of $nil in the 2004 period. Income tax recovery in the first six months of 2005 represents the recording for the deferred taxes for Ecoval.

Minority interest portion of the loss decreased to $nil in the first six months of 2005 from $74,585 in the comparable 2004 period. The amount in the 2004 period related only to Gemprint and since the balance is now zero no further amounts are recognized.

CVF, on a consolidated basis, recorded a net income of $223,717 for the six months ended June 30, 2005 which compared to a net loss of $435,902 in the 2004 period.

LIQUIDITY AND CAPITAL RESOURCES:

Stockholders’ deficit as of June 30, 2005 amounted to $1,838,506 compared to a deficit of $2,096,492 at December 31, 2004. This net decrease in the deficit of $257,986 is primarily attributable to the net income of $223,717 which was recognized in the first six months of 2005.

The current ratio of CVF at June 30, 2005 is .10 to 1, which has increased from .09 to 1 at December 31, 2004.

CVF management anticipates that over the next twelve month period CVF should have sufficient cash from various sources to sustain itself. Between cash on hand, value of the Biorem stock that became listed on a public market in January 2005 (which had a value to CVF as of August 4, 2005, of approximately $7.7 million), the issuance of new securities, and the sales of a portion of its holdings in certain investee companies, the Company expects to have enough cash to fund itself and certain of its investee companies that are currently not profitable. Additionally, CVF has limited outside debt and a line of credit could be sought.

Over the past four years CVF has undertaken many initiatives to lower the parent company’s expenses. These initiatives have included lowering the head count of its office staff as well as the elimination of two executive positions. The use of consultants has been significantly reduced except those consultants who have been satisfied to receive their fee in CVF common shares. Travel and entertainment has been significantly reduced over the last year and will continue at the reduced level going forward. CVF management has adopted a very aggressive cost and expenditure controls and monitoring policy. During 2004 CVF and the holder of CVF’s Series B Convertible Preferred Stock entered into a transaction whereby the holder exchanged its Series B Convertible Preferred Stock with a stated value of $3,385,000 and accrued dividends of approximately $673,600 for 1,000,000 shares of CVF’s common stock and a new Series C 6% Convertible Preferred Stock with a stated value of $1,000,000, convertible into common stock at $1 per share. The Series C Preferred and all accrued dividends thereon will be subject to mandatory redemption on February 27, 2006; however, CVF’s obligation to redeem will be limited to cash available to it at that time in excess of one year’s prospective working capital. The Company also issued to the former Series B holder a three-year warrant to purchase 100,000 shares of CVF’s common stock at an exercise price of $0.35 per share.

As at June 30, 2005, CVF’s cash balance was $136,538 which is an increase of $23,890 compared to December 31, 2004. The primary source of cash for the Company is expected to be from sale of a portion of its investments in its public holding, Biorem Inc. (which had a value to CVF as of August 4, 2005 of approximately $7.7 million) or from CVF issuing additional securities. During the first six months of 2005 CVF obtained $932,094 from sale of 381,842 common shares of Biorem. The company is pursuing opportunities to raise funds from potential investors in CVF. The Company will also continue to assist its investee companies in their efforts to obtain outside financing in order to fund their growth and development of their business plans. Certain of the Company’s financial obligations included in current liabilities related to items that will not be paid in the near term. The Company will carefully manage its cash payments on such obligations.

CRITICAL ACCOUNTING POLICIES:

An understanding of CVF’s accounting policies is necessary for a complete analysis of our results, financial position, liquidity and trends. We focus your attention on the following accounting policies of the Company:

Going concern — These consolidated financial statements have been prepared on a going concern basis, which presumes that assets will be realized and liabilities discharged in the normal course of business over the foreseeable future. The consolidated Company’s current liabilities exceed its current assets. Prior to this year the consolidated Company had incurred losses over the past seven years which had reduced the Company’s cash reserves, and depleted stockholders’ equity. However for the first six months of this year the Company has been profitable and stockholders’ equity has increased primarily due to the sale of equity in Biorem. Further, the Company has a contingent liability described in Note 13 to its financial statements.

These conditions raise substantial doubt about the consolidated Company’s ability to continue in the normal course of business as a going concern, in relation to its ability to support its investee companies.

The Company’s primary need for cash is to maintain its ability to support the operations and ultimately the carrying values of certain of its individual investee companies. The Company plans to sell some of its shares in publicly traded Biorem, borrow against CVF’s assets, or issue additional securities as a method of generating cash, as well as reducing its cash flow needs. The Company will continue to assist its investee companies in their efforts to obtain outside financing in order to fund the growth and development of their respective businesses and has taken steps to reduce the operating cash requirements of the parent company and its investees. The Company is also seeking outside investment. There is no assurance that these initiatives will be successful that certain of its investees will continue to have adequate cash resources and capital to be able to continue as going concerns.

The Company’s ability to continue to realize assets and discharge liabilities in the normal course is uncertain and dependent on these and other initiatives. These financial statements do not include any of the adjustments to the amounts or classification of assets and liabilities that might be necessary should the Company be unable to continue its business in the normal course.

The Company will continue to assist its investee companies in their efforts to obtain outside financing in order to fund the growth and development of their respective businesses, as a means of augmenting CVF’s need to finance them.

Revenue recognition — Revenue from the sale of manufactured products is recognized when the goods are shipped and accepted by the customer. The Company recognizes revenue on long-term contracts on the percentage of completion basis, based on costs incurred relative to the estimated total contract costs. Losses on such contracts are accrued when the estimate of total costs indicates that a loss will be realized. Contract billings in excess of costs and accrued profit margins are included as deferred revenue, which is part of current liabilities. Service revenue is recognized when the services are performed.

Inventory — Finished goods are stated at the lower of cost or market using the first-in, first-out method of costing. Raw materials are stated at the lower of cost or replacement value, using the first-in, first-out method.

Goodwill — In June 2001, the FASB issued SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 141 also specifies criteria which intangible assets acquired in purchase method business combinations after June 30, 2001 must meet to be recognized and reported apart from goodwill. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 requires that intangible assets with finite useful lives be amortized, and that goodwill and intangible assets with indefinite lives no longer be amortized, but instead be tested for impairment at least annually.

The Company adopted the provisions of SFAS No. 141 on July 1, 2001. Such adoption had no effect on the Company’s financial position or results of operations. The Company adopted the provisions of SFAS No. 142 effective January 1, 2002, at which time the amortization of the Company’s existing goodwill ceased. The new standard also required that the Company test the goodwill for impairment before June 30, 2002. Any impairment, arising from the test, is charged to income. As of December 31, 2004 the Company’s goodwill was tested and the Company calculated that no impairment existed at that time. No further circumstances have arisen during the first three months of fiscal 2005 that would indicate an impairment of goodwill has occurred subsequent to year end.

As of December 31, 2004 the carrying value of the intangible assets associated with its subsidiary, Ecoval has been reduced through normal amortization to zero. Although Ecoval has successfully developed natural pesticide, herbicide and fertilizer products, and patented certain technologies related to these products, sales of these products and related cashflows are still being developed, as the Company works to expand its licensing and marketing partnerships. In addition, the Company’s resources available to support the expansion of Ecoval are currently limited.

Contingencies — The Company is currently under an audit by the Internal Revenue Service (“IRS”). As part of the routine audit, the IRS indicated that they reviewed the treatment of capital losses claimed in the prior year and refunds of $2,532,000 received in 2001. A proposed deficiency in federal income tax was issued by the IRS on December 1, 2003 totaling $2,969,123. On February 5, 2004 CVF issued a formal protest to the proposed deficiency and its protest has now gone before appeals at the IRS. If it is not resolved at the appeals level of the IRS, CVF intends to challenge the IRS ruling in federal tax court, as CVF and its legal counsel strongly believes its original deductions were correctly taken. This process could take up to 18 more months to be resolved.

The Company is involved from time to time in litigation, which arises in the normal course of business. In respect of these claims the Company believes it has valid defenses and/or appropriate insurance coverage in place. In management’s judgment, no material exposure exists on the eventual settlement of such litigation, and accordingly, no provision has been made in the accompanying financial statements.

Stock Options/Warrants — The Compensation Committee of the Board of Directors approved an adjustment to the exercise price for all options held by our employees, including executive officers, as well as certain consultants. The revised exercise price was established by reference to the closing bid price of the Company’s common stock on April 16, 2002, which was $0.16. Options to purchase approximately 1,405,000 shares of common stock were repriced, resulting in the “variable” method for determining compensation expense being enacted under FASB interpretation #44 of APB 25. Under this method, expense is recorded for the quoted market price of the stock issued or, in the case of options, for the difference between the stock’s quoted market price on the date of grant and the option exercise price. Increases and decreases (but not below the exercise price) in the quoted market price of the stock between the date of grant and the measurement date result in a change in the measure of compensation for the award. As the Company’s stock as at June 30, 2005 was $0.19 ($0.48 at December 31, 2004), and 75,000 shares of the repriced options as well as 30,000 of the options granted in 2003 were exercised during 2005 reduction of compensation expense of $44,300 ($83,799 in 2004) was recorded.

FINANCIAL CONSIDERATIONS:

Early Stage Development Companies: Each of the investees is an early stage development company with a limited relevant operating history upon which an evaluation of its prospects can be made and prone to the risks of all early stage development companies, including those described under “Forward Looking Statements”. As such, there can be no assurance of the future success of any of the investees.

Quarterly Fluctuations: CVF’s financial results have historically been, and will continue to be, subject to quarterly and annual fluctuations due to a variety of factors, primarily resulting from the nature of the companies in which it invests. Any shortfall in revenues in a given quarter may impact CVF’s results of operations due to an inability to adjust expenses during the quarter to match the level of revenues for the quarter. There can be no assurance that CVF will report income in any period in the future. While some of

CVF’s investees have consistently reported losses, CVF has recorded income in certain fiscal periods and experienced fluctuations from period to period due to the sale of some of its holdings, other one-time transactions and similar events.

Rapid Technological Change: The markets for CVF’s investee’s products are generally characterized by rapidly changing technology, evolving industry standards, changes in customer needs and frequent new product introductions. The future success of the investees will depend on their ability to enhance current products, develop new products on a timely and cost-effective basis that meet changing customer needs and to respond to emerging industry standards and other technological changes. There can be no assurance that the investees will be successful in developing new products or enhancing their existing products on a timely basis, or that such new products or product enhancements will achieve market acceptance.

FORWARD LOOKING STATEMENTS:

CVF believes that certain statements contained in this Quarterly Report on Form 10-QSB constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to vary materially from the Company’s expected results, performance or achievements. Other factors that may affect CVF’s future results include:

• general economic and business conditions;

• foreign currency fluctuations, particularly involving the Canadian dollar:

• the Company’s ability to find additional suitable investments and the ability of those investments to generate an acceptable return on invested capital; and

• the uncertainties and risks involved in investing in early-stage development companies which can arise because of the lack of a customer base, lack of name recognition and credibility, the need to locate and retain experienced management and the need to develop and refine the business and its operations, among other reasons.

• the Company’s ability to obtain capital to fund its operations and those of its investees.

The Company will not update any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking statements.

Item 3. Controls and Procedures

(a)

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

(b)

There has been no significant change in the Company’s internal controls over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 6. Exhibits

(11)	Statement re computation of per share earnings
(31.1)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

          In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

DATED: August 15, 2005

CVF TECHNOLOGIES CORPORATION
By:	/s/ Jeffrey I. Dreben
Name:	Jeffrey I. Dreben
Title:	Chairman of the Board, President and Chief Executive Officer
By:	/s/ Robert L. Miller
Name:	Robert L. Miller
Title:	Chief Financial Officer

EXHIBIT INDEX

No.	Description
(11)	Statement re computation of per share earnings.
(31.1)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.