Rival 10-K/A 2007 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

          1934

For the fiscal year ended December 31, 2007

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE

          ACT OF 1934  

For transition period ___ to ____

Commission file number: 000-49900

RIVAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	43-2114971 (I.R.S. Employer Identification No.)
3155 East Patrick Lane, Suite 1, Las Vegas, Nevada (Address of principal executive offices)	89120 (Zip Code)

Registrant’s telephone number:  (866) 694-2803

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                           &nb sp;    Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.                                                                                                                                                                        Yes [   ]   No [X]

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.   

                                                                                                                                                                       & nbsp;        Yes [X]   No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [  ] Non-accelerated filer   [  ] Accelerated filed [  ] Smaller reporting company [X]

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

                                                                                                                                                                       & nbsp;      Yes [  ]   No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $25,753,027.

The number of shares outstanding of the registrant’s common stock as March 24, 2008 was 47,157,560.

Documents incorporated by reference:  None

EXPLANATORY NOTE

Pursuant to a limited review of our reports by the Securities and Exchange Commission (“SEC”), the SEC has requested that we amend this annual report for the year ended December 31, 2007 to include the financial data for the year ended December 31, 2006 on the balance sheet.  In addition the SEC requested that we include a revised report from our former independent registered public accounting firm.  Other than these changes, the disclosures in this amended report are as of the initial filing date of April 2, 2008 and this report does not include subsequent events.

TABLE OF CONTENTS

PART II

Item 8.     Financial Statements and Supplementary Data.........................................................................................................

3

PART IV

Item 15.  Exhibits, Financial Statement Schedules....................................................................................................................

31

Signatures.......................................................................................................................................................................................

31

2

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

RIVAL TECHNOLOGIES, INC.

AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

December 31, 2007 and 2006

C O N T E N T S

Reports of Independent Registered Public Accounting Firms

4

Consolidated Balance Sheet

7

Consolidated Statements of Operations

8

Consolidated Statements of Other Comprehensive Loss

9

Consolidated Statements of Stockholders’ Equity (Deficiency in Assets)

10

Consolidated Statements of Cash Flows

16

Notes to the Consolidated Financial Statements

18

3

Chisholm   Bierwolf &     Nilson, LLCCertified Public Accountants



 Todd D. Chisholm, Audit Partner  Nephi J. Bierwolf, Tax Partner     Troy F. Nilson, Audit Partner

533 West 2600 South, Suite 25  $ Bountiful, Utah 84010  $ Phone:  (801) 292-8756  $ Fax: (801) 292-8809$ www.cbncpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Rival Technologies, Inc.

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheet ofRival Technologies, Inc. as of December 31, 2007, and the related consolidated statements of operations, stockholders= equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company=s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the P.C.A.O.B. (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.   The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company=s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rival Technologies, Inc.  as of December 31, 2007, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company has incurred substantial losses from operations, recurring negative cash flows from operations, and has limited sales of its products which raises substantial doubt about its ability to continue as a going concern.  Management=s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson

Bountiful, Utah

March 27, 2008

__________________________________________________________________

Member of AICPA, UACPA & Registered with PCAOB

4

Dohan and Company Certified Public Accountants a professional Association [logo]
7700 North Kendall Drive, 200 Miami, Florida      33156-7578 Telephone        (305)274-1366 Facsimile        (305) 274-1368 E-mail           info@uscpa.com Internet          www.uscpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Rival Technologies, Inc. and Subsidiaries (A Development Stage Company)

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheet of Rival Technologies, Inc. and Subsidiaries (A Development Stage Company), (the “Company”) as of December 31, 2006, and the related consolidated statement of operations and cash flows for the year then ended December 31, 2006, and cumulative amounts from beginning of development stage (April 1, 2003) to December 31, 2006 and statements of stockholders’ equity (deficiency in assets) for the year then ended.  These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

[CPS logo]                                                                                                                             [agi logo]

5

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has experienced recurring losses from operations.  In addition, the Company has an accumulated deficit of approximately $14,907,764 as of December 31, 2006, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 14 to the financial statements, the 2006 and 2005 financial statements have been restated for an error in recording of proportionate share of the net losses of the majority-owned subsidiary, TRU Oiltech, as minority interest.

/s/ Dohan and Company, CPAs, P.A.

Miami, Florida

June 14, 2007 except as to Note 14, which is August 27, 2008

6

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheet
Expressed in Canadian Dollars
						December 31,
				December 31, 2007		2006 (Restated-Note14)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents (Note 1)		$	344,836	$	405,676
	Other current assets			1,773		16,581
		Total Current Assets		346,609		422,257
PROPERTY AND EQUIPMENT, net (Note 1 and 3)				12,876		3,747
INTANGIBLE PROPERTY				-		4,000
		TOTAL ASSETS	$	359,485	$	430,004
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	107,271	$	95,946
	Related party payable (Note 5)			4,500		4,500
	Convertible note payable (Note 6)			491,000		-
	Promissory note payable (Note 7)			5,575		5,575
		Total Current Liabilities		608,346		106,021
		Total Liabilities		608,346		106,021
MINORITY INTEREST IN SUBSIDIARY				-		(79,992)
				-		(79,992)
STOCKHOLDERS' EQUITY AND DEFICIT
	Common stock, 100,000,000 shares authorized without
	par value, 47,157,560 shares issued and outstanding (Note 8)			14,847,051		14,611,620
	Additional paid-in capital			651,544		651,544
	Accumulated other comprehensive income			23,798		48,575
	Deficit accumulated during the development stage			(8,385,397)		(7,675,276)
	Accumulated deficit			(7,385,857)		(7,232,488)
		Total Stockholders' Equity and Deficit		(248,861)		403,975
		TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY AND DEFICIT	$	359,485	$	430,004
The accompanying notes are an integral part of these financial statements

7

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
Expressed in Canadian Dollars
								Cumulative
								Amounts From
								Beginning of
								Development
								Stage (April 1,
				For the Years Ended				2003) to
				December 31,				December 31,
				2007		2006		2007
						(Restated -		(Restated -
						Note 14)		Note 14)
REVENUES			$	-	$	-	$	-
OPERATING EXPENSES
	Amortization of beneficial conversion feature			-		-		82,622
	Consulting			384,561		175,314		1,041,906
	Depreciation			3,371		2,034		8,832
	Finders' fees			-		-		665,000
	Investor relations			116,689		106,687		710,346
	Other general and administrative			181,339		162,484		753,632
	Research and development			78,983		189,589		561,029
		Total Operating Expenses		764,943		636,108		3,823,367
LOSS BEFORE OTHER INCOME (EXPENSE)				(764,943)		(636,108)		(3,823,367)
OTHER INCOME (EXPENSE)
	Impairment of intangible property (Note 4)			(4,000)		-		(4,554,000)
	Write off payable			-		23,617		23,617
	Interest expense			(14,595)		-		(36,159)
	Interest income			40		303		512
		Total Other Income (Expense)		(18,555)		23,920		(4,566,030)
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST				(783,498)		(612,188)		(8,389,397)
	Provision for income taxes			-		-		-
NET LOSS BEFORE MINORITY INTEREST				(783,498)		(612,188)		(8,389,397)
MINORITY INTEREST				-		-		4,000
NET LOSS			$	(783,498)	$	(612,188)	$	(8,385,397)
BASIC AND DILUTED NET LOSS PER SHARE			$	(0.02)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED				46,768,151		45,836,582

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

8

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Other Comprehensive Loss
Expressed in Canadian Dollars
							Cumulative
							Amounts From
							Beginning of
							Development
							Stage (April 1,
			For the Years Ended				2003) to
			December 31,				December 31,
			2007		2006		2007
					(Restated -		(Restated -
					Note 14)		Note 14)
	NET LOSS	$	(783,498)	$	(612,188)	$	(8,385,397)
	OTHER COMPREHENSIVE LOSS
	Foreign exchange gain (loss)		(24,777)		76,513		14,536
	OTHER COMPREHENSIVE LOSS	$	(808,275)	$	(535,675)	$	(8,370,861)

The accompanying notes are an integral part of these financial statements

9

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance, April 1, 2003
(beginning of development stage)	6,283,934	$     7,008,249	$        105,000	$                   -	$                -	$                     -	$                     -	$    (7,385,857)	$       (272,608)
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
Net loss for the period ended
December 31, 2003	-	-	-	-	-	-	(4,805,813)	-	(4,805,813)
Balance, December 31, 2003	42,582,934	11,869,977	159,744	1,948	-	-	(4,805,813)	(7,385,857)	(160,001)
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, June 2004	-	-	7,500	-	-	-	-	-	7,500
Balance carried forward	42,659,834	$    11,899,315	$        261,544	$                    -	$               -	$                     -	$     (4,805,813)	$     (7,385,857)	$          (30,811)

The accompanying notes are an integral part of these financial statements

10

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets) (Continued)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance brought forward	42,659,834	$     11,899,315	$        261,544	$                  -	$                     -	$                     -	$     (4,805,813)	$     (7,385,857)	$          (30,811)
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
Net loss for the year ended
December 31, 2004	-	-	-	-	-	-	(779,053)	-	(779,053)
Balance, December 31, 2004	43,010,233	12,075,429	261,544	-	308,945	-	(5,584,866)	(7,385,857)	(324,805)
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
Balance carried forward	44,250,547	$    13,163,613	$        261,544	$                  -	$                   -	$                     -	$   (5,584,866)	$     (7,385,857)	$          454,434

The accompanying notes are an integral part of these financial statements

11

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets) (Continued)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance brought forward	44,250,547	$     13,163,613	$        261,544	$                  -	$                -	$                     -	$    (5,584,866)	$    (7,385,857)	$         454,434
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
Balance carried forward	42,009,986	$     13,407,072	$        651,544	$                  -	$                 -	$                     -	$    (5,584,866)	$    (7,385,857)	$      1,087,893

The accompanying notes are an integral part of these financial statements

12

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets) (Continued)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance brought forward	42,009,986	$     13,407,072	$        651,544	$                 -	$                -	$                     -	$    (5,584,866)	$    (7,385,857)	$      1,087,893
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
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)
Balance carried forward	43,451,892	$     14,356,718	$        651,544	$                  -	$                -	$                     -	$    (5,584,866)	$    (7,385,857)	$      2,037,539

The accompanying notes are an integral part of these financial statements

13

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets) (Continued)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance brought forward	43,451,892	$     14,356,718	$       651,544	$                  -	$                -	$                     -	$    (5,584,866)	$    (7,385,857)	$      2,037,539
Reg S common stock issued for casht
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)
Foreign currency translation adjustments	-	-	-	-	-	(27,938)	-	-	(27,938)
Net loss for the year ended
December 31, 2005	-	-	-	-	-	-	(1,404,845)	-	(1,404,845)
Balance, December 31, 2005	43,505,792	14,344,504	651,544	-	-	(27,938)	(6,989,711)	(7,385,857)	592,542
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	1,212,080	506,372	-	-	-	-	-	-	506,372
Selling expenses of Reg S stock,
March 2006	-	(429,487)	-	-	-	-	-	-	(429,487)
Reg S common stock issued for cash
at $0.39 per share, April 2006	812,433	319,060	-	-	-	-	-	-	319,060
Balance carried forward	46,040,202	$     14,858,923	$        651,544	$                  -	$                -	$          (27,938)	$    (6,989,711)	$     (7,385,857)	$       1,106,961

The accompanying notes are an integral part of these financial statements

14

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency in Assets) (Continued)
Expressed in Canadian Dollars
(Restated - Note 14)
From Beginning of Development Stage (April 1, 2003) to December 31, 2007
							Deficit
				Share		Accumulated	Accumulated
			Additional	Subscriptions	Obligation	Other	During the		Total
	Common Stock		Paid-in	Received in	to Issue	Comprehensive	Development		Stockholders'
	Shares	Amount	Capital	Advance	Shares	Income	Stage	Deficit	Equity
Balance brought forward	46,040,202	$    14,858,923	$        651,544	$                  -	$                 -	$           (27,938)	$     (6,989,711)	$     (7,385,857)	��$      1,106,961
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)
Common stock issued for services at
$0.75 per share, July 2006	10,000	7,500	-	-	-	-	-	-	7,500
Common stock issued for services at
$0.56 per share, August 2006	12,500	7,000	-	-	-	-	-	-	7,000
Common stock issued for services at
$0.81 per share, October 2006	5,000	4,050	-	-	-	-	-	-	4,050
Foreign currency translation adjustments	-	-	-	-	-	76,513	-	-	76,513
Net loss for the year ended
December 31, 2006	-	-	-	-	-	-	(612,188)	-	(612,188)
Balance, December 31, 2006	46,608,628	14,611,620	651,544	-	-	48,575	(7,601,899)	(7,385,857)	323,983
Common stock issued in lieu of debt at
$0.57 per share, April 2007	26,862	15,353	-	-	-	-	-	-	15,353
Common stock issued for services at
$0.43 per share, August 2007	375,000	161,250	-	-	-	-	-	-	161,250
Common stock issued for services at
$0.40 per share, December 2007	147,070	58,828	-	-	-	-	-	-	58,828
Foreign currency translation adjustments	-	-	-	-	-	(24,777)	-	-	(24,777)
Net loss for the year ended
December 31, 2007	-	-	-	-	-	-	(783,498)	-	(783,498)
Balance, December 31, 2007	47,157,560	$     14,847,051	$        651,544	$                 -	$                 -	$            23,798	$     (8,385,397)	$     (7,385,857)	$        (248,861)

The accompanying notes are an integral part of these financial statements

15

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
Expressed in Canadian Dollars
								Cumulative
								Amounts From
								Beginning of
								Development
								Stage (April 1,
				For the Years Ended				2003) to
				December 31,				December 31,
				2007		2006		2007
						(Restated -		(Restated
						Note 14)		Note 14)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(783,498)	$	(612,188)	$	(8,385,397)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Amortization of beneficial conversion feature			-		-		82,622
	Depreciation			3,371		2,034		8,832
	Shares issued for services			220,078		18,550		1,615,775
	Impairment of intangible property			4,000		-		4,554,000
	Minority interest			-		-		(4,000)
	Changes in assets and liabilities:
		Receivables and prepayments		15,241		(12,146)		-
		Other current assets		(433)		38,730		61,547
		Accounts payable and accrued liabilities		26,678		(3,780)		68,082
		Net Cash Used by Operating Activities		(514,563)		(568,800)		(1,998,539)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment			(12,500)		-		(21,708)
		Net Cash Used by Investing Activities		(12,500)		-		(21,708)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Convertible debenture			-		-		24,967
	Promissory note payable			-		-		5,575
	Proceeds from issuance of convertible notes payable			491,000		-		491,000
	Proceeds from issuance of common stock, net of
	issue costs			-		248,566		1,970,625
		Net Cash Provided by Financing Activities		491,000		248,566		2,492,167
EFFECT OF EXCHANGE RATE CHANGES ON CASH				(24,777)		12,851		(129,571)
NET DECREASE IN CASH				(60,840)		(307,383)		342,349
CASH AT BEGINNING OF PERIOD				405,676		713,059		2,487
CASH AT END OF PERIOD			$	344,836	$	405,676	$	344,836

The accompanying notes are an integral part of these financial statements

16

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
Expressed in Canadian Dollars
							Cumulative
							Amounts
							From
							Beginning of
							Development
							Stage (April 1,
			For the Years Ended				2003) to
			December 31,				December 31,
			2007		2006		2007
					(Restated -		(Restated -
SUPPLEMENTAL DISCLOSURES
Cash Paid For:
	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-
Non-Cash Transactions:
	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	$	220,078	$	18,550	$	1,615,775
	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
	Common stock issued in lieu of debt	$	15,353	$	-	$	15,353

The accompanying notes are an integral part of these financial statements

17

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Business

Rival Technologies, Inc. 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. (the “Company”), 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 31, 2002, all sales were made to customers in North America.  The Company does not expect any further sales of these products and has abandoned this business effective the three-month period beginning April 1, 2003.  

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, the Company incorporated TRU Oiltech, Inc. a Nevada corporation (“TRU Oiltech”) for the purpose of acquiring, developing and marketing the TRU Oitech technology.  On October 31, 2005, the Company 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 the Company.       

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

Significant Accounting Polices

These consolidated 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:

18

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

a.     Basis of Presentation

These consolidated financial statements are presented in Canadian dollars and there are no exchange restrictions.  The Company’s functional currency is the Canadian dollar. In accordance with the Statement of Financial Accounting Standard (SFAS) No. 52, “Foreign Currency Translation,” which stipulates that if the US-incorporated registrant had little or no assets and operations in the U.S., substantially all the operations were conducted in a functional currency other that the U.S. dollar, and the reporting currency selected was the same as the functional currency, then reporting in the foreign currency would produce little or no foreign currency translation effects.   The assets and liabilities denominated in foreign currency are translated into Canadian dollars at the current rate of exchange existing at period end and revenues and expenses are translated at daily exchange rates.  Related translation adjustments are reported as a separate component of stockholders’ equity, whereas, gains or losses relating from foreign currency transactions are included in the results of operations.

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.  

b.     Use of Estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United State 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 consolidated financial statements and the reported amounts of revenue and expenses during the period.  Actual results could differ from those reported.  

19

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

c.    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 statements of operations.  

d.     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.  

e.     Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents.  The Company places its cash and cash equivalents at well known quality financial institutions.  At times, such cash and investments may be in excess of government insurance limits.  Credit Suisse insures CHF 30,000 of funds for the bank accounts that the Company has with Credit Suisse.  At December 31, 2007, the Company had funds totaling $258,350 in excess of the insured limit.

f.     Property and Equipment

Property and equipment is recorded at cost.  Major additions and improvement are capitalized.  The cost and related accumulated depreciation of property and equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale.  Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows:

                   Description

Estimated Useful Life

                   Furniture and equipment

5 years

                   Computer equipment

3 years

20

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

g.     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 impairments 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 the intangible property must be written down to fair value in the year the impairment is recognized.  

h.     Research and Development

Research and development costs are expensed as incurred.  Research and development costs charged to expenses were $78,983 and $189,589 for the years ended December 31, 2007 and 2006, respectively.  There are no significant agreements relating to research and development expenditures.  

i.     Income Taxes

Income taxes are computed in accordance with Statement of Financial Accounting Standard (SFAS) No. 109 “Accounting for 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.  

21

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

j.     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.  In periods where losses are reported the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.  For the years ended December 31, 2007 and 2006, there were no common stock equivalents.  

k.     Newly Adopted Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.  

l.     Comparative Figures

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

m.     Segment Information

The Company operates in one reportable segment for Rival Technologies, Tru Oiltech and CWI Technology, being the diesel technology industry, in Canada and the United States of America.  

n.     Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximate the carrying value based on their effective interest rates compared to current market prices.  

22

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 1 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

o.     Convertible Debt

The Company has adopted Emerging Issues Task Force (EITF) Issue No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain Convertible Instruments.”    The Company incurred debt whereby the convertible feature of the debt provides for a rate of conversion based upon the closing market value of the common stock on the last trading day prior to the date upon which the note holder provides written notice.  Therefore, the Company has not recorded a beneficial conversion feature on this note pursuant to EITF Issue No. 98-5 and 00-27.

NOTE 2 -

GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company incurred net losses of $783,498 and $612,188 during the years ended December 31, 2007 and 2006, respectively.  The Company has historically incurred significant net losses which have resulted in an accumulated deficit of $15,771,254 at December 31, 2007.  In addition, the Company’s current liabilities exceeded its current assets by $261,737 at December 31, 2007.  These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as to the Company’s ability to continue as a going concern.  The Company is seeking to raise additional capital through public and/or private placement offerings, targeting strategic partners in an effort to increase revenues, and expanding revenues through strategic acquisitions.  The ability of the Company to continue as a going concern is dependent upon the success of capital offerings or alternative financing arrangements and expansion of its operations.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  As of December 31, 2007, the Company had cash and cash equivalents of $344,836.  

The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives.  Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through 2008 and 2009.  However, management cannot make any assurances that such financing will be secured.  

23

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 3 -

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2007:

Furniture and equipment

 $

16,311

Computer equipment

5,397

Accumulated depreciation

          (8,832)

Total property and equipment

 $    

  12,876

Depreciation expense was $3,371 and $2,034 for the years ended December 31, 2007 and 2006, respectively.  

NOTE 4 -

INTANGIBLE PROPERTY

On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech and two other businessmen (see Note 11).  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 valued at 0.001 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 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.  As of December 31, 2007, the Company determined that the intangible property was fully impaired, and recorded an impairment expense of $4,000 for the year ended December 31, 2007.  

 NOTE 5 -

RELATED PARTY PAYABLE

As of December 31, 2007, there was an outstanding amount of $4,500 that was owed to an officer of the Company.  The amount is unsecured, non-interest bearing and payable on demand.  

NOTE 6 -

CONVERTIBLE NOTE PAYABLE

During August 2007, the Company received $491,000 ($500,000 USD) from a company pursuant to a convertible note payable.  The note bears interest at 7% per annum, and is due on July 30, 2008.  As of December 31, 2007, accrued interest on the note totaled $14,333. Until July 30, 2008, the note holder has the right, at the holder’s option, to convert the principal and accrued interest on the note, in whole or in part, into shares of the Company’s common stock at the closing market value of the common stock on the last trading day prior to the date upon which the note holder provides written notice (see also Note 1).  

24

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 7 -

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 a current liability in the balance sheet.  

NOTE 8 -

COMMON STOCK

On September 9, 2005, the Company’s board of director’s 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 at December 31, 2007.  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 value 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 value 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.  Through December 31, 2007, 6,717,326 shares of common stock had been issued by the trustee for proceeds of $2,805,782 (net of issue costs), and for investor relations and other services rendered.  

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.  

25

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 8 -

COMMON STOCK (Continued)

On October 24, 2005, the Company issued 20,000 shares of common stock to a director of Tru Oiltech in consideration of engineering services provided to 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.  

Only July 12, 2006, the Company issued 10,000 shares at $0.75 per share to a director in lieu of services.  Shares are issued as per S-8 and Director and Form 4 Insider Filing was filed.  

On August 3, 2006, the Company issued 12,500 shares at $0.56 per share to a consultant in lieu of services.  Shares are issued as per S-8.  

On October 26, 2006, the Company issued 5,000 shares at $0.81 per share to a consultant in lieu of services.  Shares are issued as per S-8.  

On April 6, 2007, the Company issued 26,862 shares at $0.57 per share to an individual in lieu of investor relations debt incurred during 2006, as described above.

On August 17, 2007, the Company issued 375,000 shares at $0.43 per share to various related parties for services rendered.  These shares were issued pursuant to an equity incentive plan that the Company has in place.  

On December 31, 2007, the Company issued 147,070 shares at $0.40 per share to a consultant in lieu of services

Reg S shareholders have the same voting and dividend rights as common shareholders, being one vote per share present at any shareholder meeting of the Company.  The Company does not intend to issue dividends at this time.  

As of December 31, 2007, there were no stock options outstanding.  

NOTE 9 -

INCOME TAXES

Income taxes are computed in accordance with Statement of Financial Accounting Standard (SFAS) No. 109 (SFAS 109) “Accounting for 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 (benefits) result from the net change during the period of deferred tax assets and liabilities.

26

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 9 -

INCOME TAXES (Continued)

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.  

The Company has approximately $6,190,000 of operating loss carry-forwards, which expire in various periods through 2027.  The availability of certain operating loss carry-forwards for income tax purposes is subject to certain restrictions due to Internal Revenue Code 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.  

The income tax benefit differs from the amount computed at federal statutory rates of approximately 48% as follows:

	For the Years Ended
	December 31,
	2007	2006
Income tax benefit of operating
loss carry forwards	$          376,100	$       293,800
Change in valuation	(376,100)	(293,800)
	$                       -	$                   -

The deferred tax asset consisted of the following at December 31, 2007.

Deferred tax asset:
Income tax benefit of operating loss carry forwards	$      2,970,000
Valuation allowance	(2,970,000)
Net deferred tax asset	$                     -

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 10 -

LOSS PER SHARE

Following is a reconciliation of the loss per share for the years ended December 31, 2007 and 2006

:

	December 31,
	2007	2006	2006
		Restated	As Reported
Net (loss) attributable to
common shareholders	$    (783,498)	$    (612,188)	$     (543,748)
Weighted average shares
basic and diluted	46,768,151	45,836,582	45,836,582
Basic and diluted loss per share
(based on weighted average shares)	$          (0.02)	$          (0.01)	$           (0.01)

NOTE 11 - BUSINESS COMBINATION

On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech (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 common stock valued at $0.001 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 accordingly issued 6,000,000 shares 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 December 31, 2007, the Company had advanced $268,577 toward that financing, which amount is eliminated in the consolidation.  

NOTE 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 inactive and a 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 agreement took effect on October 14, 2005.   

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 13 -

JOINT VENTURE AGREEMENT

On February 23, 2007, the Company and its subsidiary, TRU Oiltech, entered into a joint venture agreement that entitled the joint venture partner a 25% interest and exclusive right to exploit the TRU Oiltech technology in Venezuela until March 2008.  The joint venture partner has the responsibility, out of its share of joint venture participation, to compensate others that may assist, either directly or indirectly, in facilitating the commercial exploitation of the Company’s technology in Venezuela.  Additionally, the Company and the joint venture partner are to share in long-term savings obtained from the use of Rival’s technology in Venezuela on a ratio of a minimum of 25% of the savings for the account of the Company and joint venture partner.  No significant transactions have occurred with this joint venture through the date of this report.  

NOTE 14 -

CORRECTION OF AN ERROR

Subsequent to the year ended December 31, 2007, management of the Company discovered an error related to the consolidated financial statements for the years ended December 31, 2006 and 2005.  During the years ended December 31, 2006 and 2005, the Company’s majority-owned subsidiary, TRU Oiltech, incurred net losses of $171,101 and $38,880, respectively.  The Company erroneously recorded the proportionate share of the net losses, $68,440 and $15,552, as minority interest on the consolidated balance sheet, consolidated statements of operations and consolidated statements of other comprehensive loss, as of and for the years ended December 31, 2006 and 2005, respectively.  Only $4,000 of the $15,552 net loss for the year ended December 31, 2005 should have been recorded as minority interest, reducing the minority shareholders basis to zero.  No additional amount of the net loss should have been recorded to minority interest for the year ended December 31, 2006 since the minority shareholder’s initial investment had already been reduced to $-0- during the year ended December 31, 2005.

Accordingly, the Company has restated the consolidated financial statements to reflect this error.  The effect to the financial statements is as follows:  

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian Dollars)

December 31, 2007

NOTE 14 -

CORRECTION OF AN ERROR (Continued)

Consolidated Statement of Operations
For the Year Ended December 31, 2006
	As	As Previously	Net
	Restated	Recorded	Change
Minority interest (share of net loss)	$                      -	$             68,440	$        (68,440)
Net loss	$          612,188	$           543,748	$         68,440
Basic and diluted net loss per share	$               (0.01)	$               (0.01)	$                   -
Consolidated Statement of Other
Comprehensive Loss
For the Year Ended December 31, 2006
	As	As Previously	Net
	Restated	Recorded	Change
Foreign exchange gain (loss)	$            76,513	$           (63,662)	$       140,175
Other comprehensive loss	$          535,675	$          607,410	$       (71,735)

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 PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

No.

Description

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)

21.1

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

31.1

Chief Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized

RIVAL TECHNOLOGIES, INC.

By:    /s/ Douglas B. Thomas        

Douglas B. Thomas

President, CEO,

Secretary, Treasurer, and Director

Date:  August 29, 2008

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