Rival 10QSB/A 2006 Q2 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[Mark One]

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For quarterly period ended June 30, 2006

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

From the transition period from         to

Commission File No. 000-49900

RIVAL TECHNOLOGIES, INC.

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

Nevada (State or other jurisdiction of incorporation or organization)  43-2114971 (IRS Employer Identification No.)

3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120

(Address of principal executive offices)

Issuer's telephone number:(866) 694-2803

Check whether the issuer (1) has 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.    Yes  [   ]   No  [X]

Quarterly report for the nine month period ended September 30, 2006

Annual report for year ended December 31, 2006

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes  [   ]   No [X]

As of March 2, 2007, Rival Technologies, Inc. had a total of 46,581,128 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes [  ]  No [X]

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements

2

Item 2.  Management’s Discussion and Analysis or Plan of Operation

20

Item 3. Controls and Procedures

21

PART II: OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 6.  Exhibits

22

Signatures

22

PART I:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (Unaudited)

All amounts in this report are expressed in Canadian dollars, except where specifically indicated in United States dollars.  The unaudited consolidated financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2005.

2

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS – (UNAUDITED)

(Expressed in Canadian dollars)

JUNE 30, 2006

CONTENTS

Consolidated Balance Sheet  (Unaudited)

4

Consolidated Statements of Operations and Other Comprehensive Income (Loss) – (Unaudited)

5

Consolidated Statements of Stockholders’ Equity (Deficiency in Assets) – (Unaudited)

6

Consolidated Statements of Cash Flows – (Unaudited)

10

Notes to Consolidated Financial Statements – (Unaudited)

11

3

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET – (Unaudited)

(Expressed in Canadian dollars)

JUNE 30, 2006

ASSETS
Current
Cash and cash equivalents	$       611,072
Receivables, net	11,606
Prepaid expenses	783
Deferred income taxes, less valuation allowance of $2,487,666	-
Total current assets	623,461
Equipment, net(Note 3)	4,764
Intangible property	4,000
Total assets	$       632,225
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable	$         24,063
Promissory note payable	5,575
Total current liabilities	29,638
Commitments and Contingencies(Notes 4 & 5)	-
Minority interest in Subsidiary	(42,422)
Stockholders’ equity
Common stock
Authorized
100,000,000 common shares without par value
Issued and outstanding
46,581,128 common shares	14,593,070
Additional paid-in capital	651,544
Accumulated other comprehensive income	3,968
Deficit accumulated during the development stage	(7,371,085)
Deficit	(7,232,488)
Total stockholders’ equity	645,009
Total liabilities and stockholders’ equity	$        632,225

The accompanying notes are an integral part of these consolidated financial statements.

4

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) – (Unaudited)

(Expressed in Canadian dollars)

	Three-Month Period Ended June 30,  2006	Three-Month Period Ended June 30,  2005	Six-Month Period Ended June 30,  2006	Six-Month Period Ended June 30,  2005	Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to June30, 2006
EXPENSES
Accounting and legal	$         20,213	$          21,963	$        22,464	$           31,335	$          219,421
Amortization of beneficial conversion            feature	-	7,875	-	31,500	82,622
Conference	-	-	7,010	-	7,010
Consulting	76,953	29,674	188,211	34,168	670,243
Depreciation	509	509	1,017	947	4,444
Finders’ fees	-	-	-	-	665,000
Investor relations	625	13,969	55,309	33,155	542,279
Office and miscellaneous	7,333	5,730	10,946	13,123	58,895
Management and director fees	1,683	3,720	5,151	7,370	44,589
Regulatory fees	4,165	9,363	6,384	17,980	58,989
Rent	2,274	3,757	4,599	6,607	29,026
Research and development	-	49,537	-	86,492	292,457
Stockholder costs	-	1,735	-	5,401	7,899
Telephone and utilities	1,195	806	2,448	2,656	12,433
Travel and related	(1,594)	1,256	7,958	2,118	35,538
Website design and maintenance	3,223	85	3,656	171	6,624
Loss before other items	(116,579)	(149,979)	(315,153)	(273,023)	(2,737,469)
OTHER ITEMS
Impairment of intangible property	-	-	-	-	(4,550,000)
Interest expense	-	(6,041)	-	(9,740)	(21,564)
Interest income	93	89	123	111	292
	93	(5,952)	123	(9,629)	(4,571,272)
Loss before income taxes and
minority interest	(116,486)	(155,931)	(315,030)	(282,652)	(7,308,741)
Provision for income taxes	-	-	-	-	-
Net loss before minority interest	(116,486)	(155,931)	(315,030)	(282,652)	(7,308,741)
Minority interest	15,140	-	30,870	-	46,422
Net loss	(101,346)	(155,931)	(284,160)	(282,652)	(7,262,319)
Other comprehensive income (loss)
Foreign exchange loss	(24,413)	(57,526)	(19,059)	(79,243)	(108,766)
Comprehensive loss for period	$       (125,759)	$      (213,457)	$       (303,219)	$         (361,895)	$        (7,371,085)
Basic and diluted net
loss per common share	$            (0.00)	$           (0.00)	$            (0.00)	$               (0.00)
Weighted average number of common
Shares outstanding – basic - diluted	45,058,011	43,011,634	45,058,011	43,011,634

The accompanying notes are an integral part of these consolidated financial statements.

5

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSESTS) – (Unaudited)

(Expressed in Canadian Dollars)

	Common stock			Share Subscriptions			Deficit Accumulated During the
	Number (as restated Note 13)	Amount (as restated Note 13)	Additional Paid-in Capital	Received in Advance (as restated Note 13)	Obligation to Issue Shares (as restated Note 13)	Accumulated Other Comprehensive Income	Development Stage (as restated Note 13)	Deficit	Total Shareholders’ Equity (as restated Note 13)
Balance,April 1, 2003
(beginning of development stage)	6,283,934	$ 7,008,249	$ 105,000	$ -	$ -	$ -	$ -	$ (7,232,488)	$ (119,239)
Common stock issued for  intangible    property at $0.001 per share, May 2003	35,000,000	4,550,000	-	-	-	-	-	-	4,550,000
Common stock issued on exercise    of warrants at $0.15 per share, July 2003	70,000	10,500	-	-	-	-	-	-	10,500
Common stock issued for services at    $0.24 per share, August 2003	1,061,000	255,670	-	-	-	-	-	-	255,670
Common stock issued for cash at    US$0.20 per share, November 2003	168,000	45,558	-	-	-	-	-	-	45,558
Settlement of accounts payable to an officer    of the Company	-	-	54,744	-	-	-	-	-	54,744
Share subscriptions received, December 2003	-	-	-	1,948	-	-	-	-	1,948
Loss for the period	-	-	-	-	-	-	(4,805,813)	-	(4,805,813)
Balance, December 31, 2003	42,582,934	11,869,977	159,744	1,948	-	-	(4,805,813)	(7,232,488)	(6,632)
Common stock issued for cash at US$0.25 per  share, June 2004	46,900	15,609	-	(1,948)	-	-	-	-	13,661
Settlement of convertible debentures,    June 2004	30,000	13,729	-	-	-	-	-	-	13,729
Beneficial conversion feature of convertible debentures, June 2004	-	-	94,300	-	-	-	-	-	94,300
Contributed capital on settlement of    accounts payable,  Jun 2004	-	-	7,500	-	-	-	-	-	7,500
Common stock issued on exercise of warrants    at US$0.30 per share, December 2004	168,000	66,075	-	-	-	-	-	-	66,075
Common stock issued, net of issue
costs, December 2004	182,399	110,039	-	-	-	-	-		110,039
Obligation to issue 250,000 shares of
common stock	-	-	-	-	308,945	-	-	-	308,945
Loss for the period	-	-	-	-	-	-	(779,053)	-	(779,053)
Balance, December 31, 2004	43,010,233	$ 12,075,429	$ 261,544	$ -	$ 308,945	$ -	$ (5,584,866)	$ (7,232,488)	$ (171,436)

The accompanying notes are an integral part of these consolidated financial statements.

6

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSESTS) – (Unaudited)

(Expressed in Canadian Dollars)

	Common stock		Additional	Share Subscriptions		Accumulated Other	Deficit Accumulated During the		Total
	Number	Amount	Paid-in Capital	Received in Advance	Obligation to Issue Shares	Comprehensive Income	Development Stage	Deficit	Shareholders’ Equity
Continued…
Balance, December 31, 2004	43,010,233	$ 12,075,429	$ 261,544	$ -	$ 308,945	$ -	$ (5,584,866)	$ (7,232,488)	$ (171,436)
Reg S Common stock issued for cash at    $1.40 per share, January 2005	405,464	567,080	-	-	-	-	-	-	567,080
Selling expenses of Reg S stock, January 2005		(286,610)	-	-	-	-	-	-	(286,610)
Reg S Common stock issued for cash at    $1.74 per share, February 2005	574,850	1,001,855	-	-	-	-	-	-	1,001,855
Selling expenses of Reg S stock, February 2005		(507,431)	-	-	-	-	-	-	(507,431)
Reg S Common stock issued for services at    $1.24 per share, February 2005	250,000	308,945	-	-	(308,945)	-	-	-	-
Common stock issued on exercise of warrants    at $0.43 per share, February 2005	10,000	4,345	-	-	-	-	-	-	4,345
Reg S Common stock issued for cash at    $1.91 per share, March 2005	226,400	431,849	-	-	-	-	-	-	431,849
Selling expenses of Reg S stock, March 2005		(257,767)	-	-	-	-	-	-	(257,767)
Reg S Common stock issued for services at    $1.88 per share, March 2005	5,000	9,418	-	-	-	-	-	-	9,418
Common stock issued on exercise of warrants    at $0.40 per share, March 2005	9,900	3,984	-	-	-	-	-	-	3,984
Common stock issued for services at    $1.00 per share, April 2005	120,000	120,000	-	-	-	-	-	-	120,000
Common stock issued on exercise of warrants     at $0.43 per share, April 2005	5,000	2,135	-	-	-	-	-	-	2,135
Common stock returned to treasury and    Cancelled at $0.13 per share, April 2005	(3,000,000)	(390,000)	390,000	-	-	-	-	-	-
Reg S Common stock issued for cash at    $1.64 per share, May 2005	177,887	291,540	-	-	-	-	-	-	291,540
Selling expenses of Reg S stock, May 2005		(148,437)	-	-	-	-	-	-	(148,437)
Reg S Common stock issued for cash at    $1.71 per share, June 2005	190,500	325,242	-	-	-	-	-	-	325,242
Selling expenses of Reg S stock, June 2005		(168,391)	-	-	-	-	-	-	(168,391)
Reg S Common stock issued for cash at    $0.97 per share, July 2005	24,752	23,886	-	-	-	-	-	-	23,886
Selling expenses of Reg S stock, July 2005		(12,218)	-	-	-	-	-	-	(12,218)
Common stock issued for services at    $1.25 per share, July 2005	45,000	56,250	-	-	-	-	-	-	56,250
Balance brought forward	42,054,986	$ 13,451,104	$ 651,544	$ -	$ -	$ -	$ (5,584,866)	$ (7,232,488)	$ 1,285,294

The accompanying notes are an integral part of these consolidated financial statements

7

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)

 (Expressed in Canadian Dollars)

	Common stock		Additional	Share Subscriptions		Accumulated Other	Deficit Accumulated During the		Total
	Number	Amount	Paid-in Capital	Received in Advance	Obligation to Issue Shares	Comprehensive Income	Development Stage	Deficit	Shareholders’ Equity
Continued…
Balance brought forward	42,054,986	$ 13,451,104	$ 651,544	$ -	$ -	$ -	$ (5,584,866)	$ (7,232,488)	$ 1,285,294
Reg S Common stock issued for cash at    $0.92 per share, August 2005	234,748	215,787	-	-	-	-	-	-	215,787
Selling expenses of Reg S stock, August 2005		(105,764)	-	-	-	-	-	-	(105,764)
Reg S Common stock issued for services at    $1.33 per share, August 2005	500,000	665,000	-	-	-	-	-	-	665,000
Reg S Common stock issued for cash at    $1.00 per share, September 2005	293,359	294,678	-	-	-	-	-	-	294,678
Selling expenses of Reg S stock, September 2005		(272,093)	-	-	-	-	-	-	(272,093)
Reg S Common stock issued for cash at    $0.90 per share, October 2005	153,450	138,706	-	-	-	-	-	-	138,706
Selling expenses of Reg S stock, October 2005		(97,569)	-	-	-	-	-	-	(97,569)
Common stock issued for services at    $1.26 per share, October 2005	20,000	25,184	-	-	-	-	-	-	25,184
Reg S Common stock issued for cash at    $0.71 per share, November 2005	195,349	139,607	-	-	-	-	-	-	139,607
Selling expenses of Reg S stock, November 2005		(97,922)	-	-	-	-	-	-	(97,922)
Reg S Common stock issued for cash at    $0.63 per share, December 2005	53,900	34,203	-	-	-	-	-	-	34,203
Selling expenses of Reg S stock, December 2005		(46,417)	-	-	-	-	-	-	(46,417)
Loss for the period	-	-	-	-	-	-	(1,483,000)	-	(1,483,000)
Balance, December 31, 2005	43,505,792	14,344,504	651,544	-	-	(27,938)	(7,067,866)	(7,232,488)	667,756
Reg S Common stock issued for cash at    $0.54 per share, January 2006	177,700	95,600	-	-	-	-	-	-	95,600
Selling expenses of Reg S stock, January 2006		(47,108)	-	-	-	-	-	-	(47,108)
Reg S Common stock issued for cash at    $0.42 per share, February 2006	332,197	139,300	-	-	-	-	-	-	139,300
Selling expenses of Reg S stock, February 2006		(69,318)	-	-	-	-	-	-	(69,318)
Reg S Common stock issued for cash at     $0.42 per share, March 2006	1212,080	506,372	-	-	-	-	-	-	506,372
Selling expenses of Reg S stock, March 2006		(429,487)	-	-	-	-	-	-	(429,487)
Balance brought forward	45,227,769	$ 14,539,863	$ 651,544	$ -	$ -	$ (27,938)	$ (7,067,866)	$ (7,232,488)	$ 863,115

The accompanying notes are an integral part of these consolidated financial statements

8

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)

 (Expressed in Canadian Dollars)

	Common stock		Additional	Share Subscriptions		Accumulated Other	Deficit Accumulated During the		Total
	Number	Amount	Paid-in Capital	Received in Advance	Obligation to Issue Shares	Comprehensive Income	Development Stage	Deficit	Shareholders’ Equity
Continued…
Balance brought forward	45,227,769	$ 14,539,863	$ 651,544	$ -	$ -	$ (27,938)	$ (7,067,866)	$ (7,232,488)	$ 863,115
Reg S Common stock issued for cash at    $0.39 per share, April 2006	812,433	319,060	-	-	-	-	-	-	319,060
Selling expenses of Reg S stock, April 2006		(286,595)	-	-	-	-	-	-	(286,595)
Reg S Common stock issued for cash at    $0.25 per share, May 2006	540,926	134,619	-	-	-	-	-	-	134,619
Selling expenses of Reg S stock, May 2006		(113,877)	-	-	-	-	-	-	(113,877)
Foreign currency translation adjustments	-	-	-	-	-	31,906	-	-	31,906
Loss for the period	-	-	-	-	-	-	(303,219)	-	(303,219)
Balance, June 30, 2006	46,581,128	$ 14,593,070	$ 651,544	$ -	$ -	$ 3,968	$ (7,371,085)	$ (7,232,488)	$ 645,009

The accompanying notes are an integral part of these consolidated financial statements

9

RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS – (Unaudited)

(Expressed in Canadian dollars)

		Six-Month Period Ended June 30,  2006	Six-Month Period Ended June 30,  2005	Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to  June 30, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for period		$      (284,160)	$    (282,652)	$    (7,262,319)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of beneficial   conversion feature		-	50,409	82,622
Depreciation		1,017	947	4,444
Shares issued for services		-	29,417	1,377,147
Impairment of intangible property		-	-	4,550,000
Minority interest		(30,870)	-	(46,422)
Changes in assets and liabilities:
(Increase) decrease in receivables		(8,511)	539	(11,606)
(Increase) decrease in prepaid exp.		39,287	(255)	62,537
(Decrease) in accounts payable		(80,163)	(78,776)	(34,979)
Net cash used in operating activities		(363,400)	(280,371)	(1,278,576)
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible debenture	��	-	(156,546)	24,967
Promissory note payable		-	-	5,575
Proceeds from issuance of common    stock, net of issue costs		248,566	1,296,606	1,970,625
Net cash provided by financing activities		248,566	1,140,060	2,001,167
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		-	(2,807)	(9,208)
Net cash used in investing activities		-	(2,807)	(9,208)
Effect of exchange rate changes on cash		12,847	(79,243)	(104,798)
Change in cash and cash equivalents during period		(101,987)	777,639	608,585
Cash and cash equivalents, beginning		713,059	62,611	2,487
Cash and cash equivalents, ending		$       611,072	$     840,250	$         611,072
Supplemental disclosure with respect to cash flows
Interest paid		$                  -	$                -	$                    -
Income taxes paid		-	-	-
Settlement of accounts payable to an officer of the Company		-		54,744
Shares issued to acquire intangible property		-		4,550,000
Shares issued for services		-	129,418	1,377,147
Shares issued to settle convertible debenture and accrued interest payable		-		13,729
Beneficial conversion feature recorded as additional paid in capital		-	-	94,300
Contributed capital on settlement of accounts payable		-	-	7,500

The accompanying notes are an integral part of these consolidated financial statements.

10

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

(Expressed in Canadian dollars)

JUNE 30, 2006

1.

OPERATIONS AND GOING CONCERN

Nature of business:

Rival is incorporated under the laws of the State of Nevada as a result of its amalgamation and merger between Rival Technologies, Inc. a British Columbia Company (“Rival BC”) and Rival Technologies, Inc. a Nevada Company.  Tru Oiltech, Inc. was organized on September 20, 2005, under the laws of the State of Nevada. The Company currently has limited operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise.

The Company was the exclusive licensed manufacturer and distributor worldwide of a brand of fire extinguishants and fire retardant products. The license agreement was terminated December 1999. During the three years ended December 2002, all sales were made to customers in North America.

During the period beginning April 1, 2003, the Company acquired a new technology for reducing diesel emissions and will now focus on developing and marketing this technology.

On October 31, 2005, Rival Technologies incorporated TRU Oiltech, Inc, a Nevada corporation (“TRU Oiltech”) for the purpose of acquiring, developing and marketing the TRU Oiltech technology.  On October 31, 2005, Rival Technologies received 6,000,000 shares of TRU Oiltech common stock and the owners of the technology received 4,000,000 shares of TRU Oiltech.  As a result TRU Oiltech is a majority owned subsidiary of Rival Technologies.

On October 31, 2005, Rival Technologies incorporated CWI Technology, Inc., a Nevada corporation, as a wholly-owned subsidiary for the purpose to develop and market the CWI Technology.

Going Concern:

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company’s continued existence is dependent upon its ability to raise substantial capital, maintain adequate financing arrangements and to generate profitable operations in the future. During 2001, control of the Company passed to a new group that is actively seeking to raise capital and to identify possible business acquisitions.

The operations of the Company have primarily been funded by the issuance of common stock.  Continued operations of the Company are dependent on the Company’s ability to complete equity financings or generate profitable operations in the future.  Management’s plan in this regard is to secure additional funds through future equity financings.  Such financings may not be available or may not be available on reasonable terms.

	June 30, 2006
Working capital	$      593,823
Deficit accumulated during the development stage	(7,371,085)
Deficit	(7,232,488)

All amounts are expressed in Canadian dollars except for certain per share amounts denoted in United States dollars (“US$”).

11

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. The significant accounting policies adopted by the Company are as follows:

Basis of presentation

The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-KSB of Rival Technologies, Inc. for the year ended December 31, 2005. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2006 are not necessarily indicative of the results that may be expected fo r the year ending December 31, 2006.

These consolidated financial statements are presented in Canadian dollars and there are no exchange restrictions.  These consolidated financial statements are also prepared in conformity with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiary, Rival Technologies (Delaware) Inc., its former subsidiary Tracker Capital Corp. which merged with Rival Technologies (Delaware) Inc. during 2002, its wholly owned subsidiary, CWI Technology, (Nevada) Inc., and its 60% owned subsidiary, Tru Oiltech, (Nevada) Inc. All significant intercompany accounts and transactions have been eliminated.

Use of estimates

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that could 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 revenue and expenses during the period. Actual results could differ from those reported.

Foreign currency translation

Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates.  Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date.  Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date.  Gains and losses from restatement of foreign currency monetary assets and liabilities are included in the statement of operations.  Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.

Cash and cash equivalents

The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

12

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Equipment

Equipment is carried at cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the following terms:

Furniture and equipment

5 years

Computer equipment

3 years

Intangible property

Intangible property is recorded at cost.

The carrying value of intangible property is evaluated for potential permanent impairment on an ongoing basis at the reporting unit level.  In order to determine whether permanent impairment exists, management considers the Company’s and its subsidiaries’ financial condition as well as expected pre-tax earnings, undiscounted cash flows or market related values.  If the carrying value of intangible property of a reporting unit exceeds the fair value of the reporting unit, the carrying value of intangible property must be written down to fair value in the year the impairment is recognized.

Research and development

Research and development costs are expensed as incurred. Research and development costs charged to expense were zero and $86,492 for the six months ended June 30, 2006 and 2005, respectively.

Income taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net loss per share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock.

13

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

New accounting pronouncements

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”).  SFAS 123R supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”) as follows:

i)

Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)

Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii)

Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv)

Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.  SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force No. 96-18 “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods and Services” (“EITF 96-18”).  SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”.  Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that be gins after June 15, 2005.  Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005.  For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

In May 2005, FASB issued Statement of Financial Accounting Standards No. 154 Accounting for Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (“SFAS 154”), which is effective for fiscal years ending after December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.  The adoption of these new pronouncements is not expected to have a material effect on the Company's consolidated financial position or results of operations.

14

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

New accounting pronouncements

In February 2006, the FASB issued SFAS No. 155,Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133 and 140. This statement establishes, among other things, the accounting for certain derivatives embedded in other financial instruments, which are referred to as hybrid financial instruments. The statement simplifies accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instruments that contain an embedded derivative that otherwise would require bifurcation. The statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006.  The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Company’s financial condition, results of o perations or cash flows.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of SFAS 140. This statement establishes, among other things, the accounting for all separately recognized servicing assets and liabilities. This statement amends SFAS No. 140 to require that all separately recognized servicing assets and liabilities be initially measured at fair value. An entity that uses derivative instruments to mitigate the risk inherent in servicing assets and liabilities may carry servicing assets and liabilities at fair value. The statement is effective at the beginning of an entity’s first fiscal year that begins after September 15, 2006 or January 1, 2007 The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Company’s financial condition, results of operations or cash flows.

In September 2006, FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157)“Fair Value Measurements.” SFAS 157 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.   The provisions of SFAS 157 will be effective for the Company beginning January 1, 2007.  The Company is in the process of determining the effect, if any, the adoption of SFAS 157 will have on its financial statements.

SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” requires an employer with publicly traded equity securities to recognize the funded status of a benefit plan and the related disclosure requirements. The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Company’s financial condition, results of operations or cash flows.

Comparative figures

Certain comparative figures have been reclassified to conform with the presentation adopted in the current year.

15

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

3.

EQUIPMENT

	June 30, 2006
	Cost	Accumulated Amortization	Net Book Value
Furniture and equipment	$3,811	$1,784	$2,027
Computer equipment	5,397	2,660	2,737
	$9,208	$4,444	$4,764

Depreciation expense was $1,017 and $947 for the six months ended June 30, 2006 and 2005, respectively.

4.

INTANGIBLE PROPERTY

The Company is committed to provide M.A. Turbo with $230,000 (unpaid) in development and marketing funds to complete the CWI Technology for the automotive transportation industry plus $100,000 for its 20% interest in the CWI Technology for the marine industry. At December 31, 2004, the Company had not incurred any costs related to these commitments.

In April 2005, the Company decided not to proceed with the CWI Technology for the marine industry and accordingly, 3,000,000 shares of common stock were returned to treasury and cancelled and the Company was released from its commitment to incur development and marketing expenses of $100,000.

On July 25, 2005, the Company acquired the exclusive right to market, sell and distribute a water injection technology for application on the marine/shipping industry (the “CWI Marine Technology”) in Europe and non-European countries bordering the Mediterranean Sea for a period of 5 years in exchange for 50% of any net profit received from sales of the CWI Marine Technology.

On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech, Inc. and two other businessmen (See Note 5). Under the terms of the agreement, the director and president along with the two other businessmen agreed to sell the TRU Technology to the Company in exchange for 4,000,000 shares of Tru Oiltech, Inc. valued at .001 per share.  Fair value of the shares was determined to be par value as no shares or assets exist prior to this date.  Tru Oiltech, Inc. issued 4,000,000 shares. Fair value of the TRU Technology was negotiated in an arms length transaction by the parties to be $4,000.  The Company determined that the TRU Technology has an indefinite life, and there was no impairment of value as of June 30, 2006.

5.

BUSINESS COMBINATION

On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech, Inc. (See Note 4). The purpose of the business combination was to acquire a majority interest in the new technology for reducing diesel emissions (See Note 1).  The agreement provides that the Company be issued 6,000,000 shares of Tru Oiltech, Inc. valued at .001 per share. Fair value of the shares was determined to be par value as no shares or assets exist prior to this date. Tru Oiltech, Inc. according issued 6,000,000 to the Company making it a 60% - Majority Shareholder. The agreement also provides that the Company will provide additional financing of $150,000. As of June 30, 2006 the Company had advanced $119,703 toward that financing.

16

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

6.

PROMISSORY NOTE PAYABLE

On April 17, 2003, the Company issued a promissory note of $5,575 to a former director of the Company.  The note is unsecured, non-interest bearing and payable on demand.  The Company intends to redeem the promissory note in the near future. Consequently, it is classified as current liability in the balance sheet.

7.

COMMON STOCK

On September 9, 2005, the board of directors resolved to issue and transfer 5,000,000 shares of common stock to a trustee for the sole purpose of selling the shares of common stock. The trustee will receive a trustee fee equal to 3% of the selling value of the shares of common stock. There is no time limit as to when the trustee has to sell the shares of common stock. Any shares of common stock not sold by the trustee will be returned to the Company at its request. Accordingly, those shares of common stock have not been recorded as issued and outstanding on the consolidated balance sheet during the period ended June 30, 2006. Effective August 1^,2005 the trustee fee was increased to 5% of the selling value of the shares of common stock.

In conjunction with the above, the Company entered into an agreement with a third party for investor relations services whereby the third party is entitled to receive a fee equal to 47% of the selling value of the shares of common stock.  Additionally, the third party is entitled to receive, on a one-time basis only, 250,000 shares of common stock which was delivered upon execution of this agreement dated November 15, 2004. These shares were valued at $1.24 per share for a total value of $308,945. The shares were issued on February 9, 2005. Further, during March and August of 2005, the third party received a total of 505,000 shares of common stock for investor relations services. 5,000 shares were valued at $1.88 per share for a total value of $9,418 and 500,000 shares were valued at $1.33 per share for a total value of $665,000. All issues approximated the trading price when the shares were issued.  This agreement was terminated at the end of July 2005.

Subsequently, the Company engaged a third party for investor relations services whereby the third party receives a fee equal to 43% of the selling value of the shares of common stock.

To date, 6,543,394 shares of common stock had been issued by the trustee for proceeds of $2,805,782 (net of issue costs).  

On July 6, 2005, the Company issued 45,000 shares of common stock to various directors and consultants at $1.25 per share for a total value of $56,250 which approximated the trading price when the shares were issued. These shares were issued pursuant to an equity incentive plan that the Company has in place.

On October 24, 2005, the Company issued 20,000 shares of common stock to a director of Tru Oiltech, Inc. in consideration of engineering services provided the Company. The weighted average of the share price of the Company was $1.2592 for the 5 trading days prior to the issuance of the shares.  Consulting expense of $25,184 was recognized as the fair market value of the shares. These shares were issued pursuant to an equity incentive plan that the Company has in place.

Stock options

As at June 30, 2006 and 2005, there were no stock options outstanding.  

17

 RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

8.

INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	June 30, 2006	June 30, 2005
Loss before income taxes	$      (284,160)	$      (282,652)
Expected income tax recovery	$        (99,456)	$        (98,882)
Non-deductible charges	-	-
Unrecognized benefit of operating loss carry forwards	99,456	99,882
Income tax recovery	$                   -	$                  -

Significant components of the Company's deferred tax assets based on statutory tax rates are as follows:

	June 30, 2006
Deferred tax asset:
Income tax benefit of operating loss carry forwards	$     2,472,848
Valuation allowance	(2,472,848)
Net deferred tax asset	$                   -

The Company has approximately $5,151,767 of operating loss carry-forwards, which expire in various periods through 2025. The availability of certain operating loss carry-forwards for income tax purposes is subject to certain restrictions due to Section 382 because there was a change in control of the Company in 2001.

The Company has provided a valuation allowance against its deferred tax assets given that it is in the development stage and it is more likely than not that these benefits will not be realized.

9.

SEGMENT INFORMATION

The Company operates in one reportable segment, being the diesel technology industry, in Canada and the United States of America.

10.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued liabilities, promissory note payable and convertible debentures. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

18

RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Unaudited)

 (Expressed in Canadian dollars)

JUNE 30, 2006

11.

STRATEGIC ALLIANCE AGREEMENT

In April 2005, the Company entered into an agreement with UTEK Corporation (“UTEK”) whereby the Company retained UTEK to search for technologies at universities and research institutions that the Company may wish to acquire for a period of one year in exchange for 120,000 shares of unregistered common stock valued at $1.00 per share. The shares vest at 10,000 shares per month. Unvested shares are reflected as prepaid expenses.

12.

AMALGAMATION AGREEMENT

The Company and Rival Technologies, Inc (“Rival Nevada”) have agreed to amalgamate and merge pursuant to an agreement dated September 6, 2005. Rival Nevada was incorporated in the state of Nevada on September 2, 2005, and was an inactive and wholly-owned subsidiary of the Company at the time of the amalgamation and merger. The provisions of the agreement provide for the company to have its jurisdiction in the State of Nevada. All issued and outstanding shares of the Company shall remain outstanding. The amalgamation took effect on October 14, 2005.

13.

COMPARATIVE FIGURES

In April 2005, three million common shares issued at $0.13 per share totaling $390,000 were cancelled and returned to Treasury.  Comparative figures for the period have been restated.  

14.

SUBSEQUENT EVENTS

There was no litigation outstanding against the Company or its subsidiary as at June 30, 2006”.  There were no subsequent events due to the Balance Sheet date that would materially affect the financial position of the Company as at June 30, 2006.

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In this report references to “Rival” “Rival Technologies “we,” “us,” and “our” refer to Rival Technologies Inc.

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

Except for historical information contained herein, this Form 10-QSB contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We may make written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission (“SEC”), in press releases, quarterly conference calls or otherwise. The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements.  These statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.

Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements. Our actual results may differ materially from such statements. Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Form 10-QSB.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate with the result that there can be no assurance the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded, as a representation that the future events, plans, or expectations contemplated will be achieved. We undertake no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statements based. Our filings with the SEC may be accessed at the SEC's Web site, www.sec.gov.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Executive Overview

We are a holding company operating on a consolidated basis with our majority-owned subsidiary, TRU Oiltech, Inc., and our wholly-owned subsidiary, CWI Technology, Inc.   These subsidiaries are development stage companies engaged in the business of developing technologies related to diesel engines and oil and gas.  Our subsidiaries are in the initial testing phase of their technologies and have not launched operations for licensing, marketing or production of these technologies.  

We have not recorded consolidated revenue from ongoing operations for the past two years and have relied on equity transactions to fund development of our business plan.  We anticipate that equity financings will be our primary source of funding for the next twelve months.

CWI Technology, Inc. develops and markets the CWI Technology a diesel engine technology for the automotive transportation industry called Continuous Water Injection technology.  This technology is a continuous water injection system designed to reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and provide cleaner operations of diesel engines.  

TRU Oiltech, Inc. develops and markets the TRU Oiltech technology.  This technology is a mild thermal reagent-based upgrading process added to heavy crude oil and oil sands bitumen in order to improve viscosity for transfer in pipeline systems.  Management believes this process could reduce costs for oil producers that transfer millions of barrels of heavy crude each day.  In June 2006 TRU Oiltech filed a United States provisional patent related to the viscosity improvement and sulfur reduction characteristics of this technology.

Our challenge for the next twelve months will be to obtain financing to develop our subsidiaries’ technologies to a commercially viable application and then market them to customers.  However, our subsidiaries may be unable to develop each technology to a point where it satisfies the needs of the market.  In that case our subsidiaries may have to research and develop other applications or we may need to abandon our business plans.

20

Plan of Operation

Our independent accounting firm has expressed an opinion that our continued existence is dependent upon our ability to raise substantial capital, maintain adequate financing arrangements and to generate profitable operations in the future.  Management believes that equity funding will provide cash for operations for the next twelve months and we are actively raising funds through equity transactions to fund further development of our subsidiaries’ technologies.

We have not recorded revenues from operations and have recorded net losses for the past two years and the six month period ended June 30, 2006 (the “2006 six month period”).  We have relied on sales of our common stock for cash.  At June 30, 2006 we had sold an aggregate of 6,543,394 common shares in a Regulation S offering for gross proceeds of $2,805,782.  (See Part II, Item 2, below).   

During the 2006 second quarter our subsidiaries did not spend funds on research and development of their technologies, however, we anticipate that they will need funds for further development of the technologies.  At this time we do not expect to hire any employees until our subsidiaries begin marketing their technologies.

ITEM 3.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officer to allow timely decisions regarding required disclosure.  Our Chief Financial Officer who is also our principal executive officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, she concluded that our disclosure controls and procedures were not effective.  Her evaluation identified a weakness in our disclosure controls and procedures with respect to timely gathering of information and processing of that information to allow timely filing of our reports.  We changed our independent accounting firm in April of 2006, but our finan cial information was not timely prepared and in June 2006 we returned to our former independent accounting firm in order to complete the filing of our past due reports.  The change of accounting firms further delayed the filing of our reports.  Management is taking steps to implement accelerated time tables for the gathering and processing of financial and non-financial information to prevent late filings in the future.

Other than as described above, our Chief Financial Officer determined that there were no changes made in our internal controls over financial reporting during the second quarter of 2006 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II:  OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following discussion describes unregistered securities sold by Rival Technologies that have not been previously reported.

We initiated a Regulation S offering of 10,000,000 shares in April, 2004 and during the three month period ended June 30, 2006 we sold an aggregate of 1,353,359 Regulation S shares of common stock for total proceeds of $454,225, less selling expenses of $400,472.   We relied on an exemption from registration provided by Section 903 of Regulation S.  All sales are offshore transactions, with no direct selling in the United States.  The shares are restricted securities and cannot be sold to or for the account of a United States citizen without registration or unless an exemption from registration exists.

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ITEM 6.  EXHIBITS

Part I Exhibits

31.1

Principal Executive Officer Certification

31.2

Chief Financial Officer Certification

32.1

Section 1350 Certification

Part II Exhibits

1.1

Trust Declaration between Rival Technologies and Karsten Behrens., dated April 21, 2004 (Incorporated by reference to exhibit 1.1to Form 10-QSB filed November 21, 2005)

1.2

Trust Declaration between Rival Technologies and Karsten Behrens., dated September 14, 2005 (Incorporated by reference to exhibit 1.2 to Form 10-QSB filed November 21, 2005)

2.1

Plan of Merger Amalgamation Agreement, dated September 6, 2005 (Incorporated by reference to exhibit 2.1 to Form 8-K, filed October 31, 2005)

3.1

Articles of Incorporation of Rival Technologies, Inc. (Incorporated by reference to exhibit 3.1 to Form 8-K, filed October 31, 2005)

3.2

Articles of Merger, dated September 6, 2005 (Incorporated by reference to exhibit 3.2 to Form 8-K, filed October 31, 2005)

3.3

Bylaws of Rival Technologies, Inc.(Incorporated by reference to exhibit 3.3 to Form 8-K, filed October 31, 2005)

4.1

The 2005 Stock Equity Incentive Plan of Rival Technologies Inc. (Incorporated by reference to exhibit 4.1 to Form S-8, filed June 30, 2005)       

10.1

Financing Agreement between Rival Technologies and Abernathy, Mendelson & Associates, Ld (Incorporated by reference to exhibit 10.2 to Form 10-KSB, as amended, filed April 15, 2005)

10.2

Strategic Alliance Agreement between Rival Technologies and UTEK, dated April 25, 2005 (Incorporated by reference to exhibit 10.2 to Form 10-QSB filed November 21, 2005)

10.3

Distribution Agreement between Rival Technologies and M.A. Turbo/Engine Ltd., dated July 15, 2005 (Incorporated by reference to exhibit 10.3 to Form 10-QSB filed November 21, 2005)

10.4  

Purchase Agreement between Rival Technologies and the owners of TRU Technology, dated September 20, 2005 (Incorporated by reference to exhibit 10.4 of Form 10-QSB, filed November 21, 2005)

21.1

Subsidiaries of Rival Technologies (Incorporated by reference to exhibit 21.1 of Form 10-QSB, as amended, filed May 1, 2007)

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.

/s/RIVAL TECHNOLOGIES, INC.

Registrant

Date: May 1, 2007

By:   /s/ Robin J. Harvey         

          Robin J. Harvey

          President, Treasurer, Chief Financial Officer

          and Director

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