SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.
RIVAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
British Columbia n/a
(State of organization) (I.R.S. Employer Identification No.)
#200, 100 Park Royal, West Vancouver, British Columbia, Canada V7T 1A2
(Address of principal executive offices)
Registrant's telephone number, including area code: (604) 913-0877
Securities registered under Section 12(g) of the Exchange Act: Common stock,
no par value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 2003, 6,283,934 shares of Common Stock were outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
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Rival Technologies Inc.
Consolidated Balance Sheets
(Unaudited - prepared by management)
Expressed in Canadian Dollars
March 31, December 31,
2003 2002
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(Unaudited) (Audited)
Assets
Current
Cash $ 2,487 $ 5,350
============ ============
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Liabilities
Current
Accounts payables $ 116,726 $ 110,470
Accrued liabilities 5,000 12,500
------------ ------------
121,726 122,970
------------ ------------
Shareholders' (Deficiency) Equity
Capital stock (Note 3) 7,008,249 6,993,249
Additional paid-in capital (Note 3) 105,000 105,000
Deficit (7,232,488) (7,215,869)
------------ ------------
(124,213) (117,620)
------------ ------------
$ 2,487 $ 5,350
============ ============
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Going concern (Note 1)
On behalf of the Board
Perry Guglielmi (sgd) Director Robin Harvey (sgd) Director
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PERRY GUGLIELMI ROBIN HARVEY
See accompanying notes to the consolidated financial statements.
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Rival Technologies Inc.
Consolidated Statements of Income and Deficit
(Unaudited - prepared by management)
Expressed in Canadian Dollars
First Quarter ended March 31, 2003 2002
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Sales $ - $ 37,018
Cost of sales - 15,793
------------ ------------
Gross profit - 21,225
------------ ------------
Expenses
Accounting and legal 10,338 5,000
Conferences, meetings & association dues - 90
Consulting 2,250 -
Interest and bank charges - 834
Office and other 1,783 1,882
Regulatory fees 1,577 2,403
Rent - 9,196
Management fee - 7,500
Telephone & utilities 171 1,362
Travel 500 331
------------ ------------
16,619 28,598
------------ ------------
Net loss (16,619) (7,373)
------------ ------------
Weighted average number of shares 6,059,633 5,959,633
Basic and fully diluted loss per share (0.00) (0.03)
------------ ------------
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Deficit, beginning of period $ (7,215,869) $ (7,024,609)
Net loss $ (16,619) $ (7,373)
------------ ------------
Deficit, end of period $ (7,232,488) $ (7,031,982)
============ ============
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See accompanying notes to the consolidated financial statements.
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Rival Technologies Inc.
Consolidated Statements of Cash Flows
(Unaudited - prepared by management)
Expressed in Canadian Dollars
First Quarter ended March 31, 2003 2002
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Cash derived from (applied to)
Operating
Net loss $ (16,619) $ (7,373)
Change in non-cash operating working
capital
Receivables and prepayments - (6,868)
Payables (1,244) -
------------ ------------
(17,863) (14,241)
Financing
Exercise of warrants 15,000 -
------------ ------------
Net decrease in cash (2,863) (14,241)
Cash
Beginning of period 5,350 22,407
------------ ------------
End of period $ 2,487 $ 8,166
------------ ------------
See accompanying notes to the consolidated financial statements.
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Rival Technologies Inc.
Notes to the Consolidated Financial Statements
(Unaudited - prepared by management)
Expressed in Canadian Dollars
First Quarter ended March 31, 2003
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1. Organization and continuing operations
These financial statements have been prepared on the basis of generally
accepted accounting principles applicable to a going concern, which
assumes that the company will realize its assets and discharge its
liabilities in the normal course of business. The company has
accumulated substantial losses and has a deficiency of $124,739.00.
Accordingly, it's continuation will depend upon the company's ability
to obtain adequate financing and to generate profitable operations in the
future.
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2. Summary of significant accounting policies
Basis of presentation
These consolidated financial statements are presented in Canadian dollars.
They are in accordance with accounting principles generally accepted in the
United States of America and with those used in the preparation of the
company's annual financial statements. They include the accounts of the
company and its wholly-owned subsidiary, Rival Technologies (Delaware)
Inc. and its former subsidiary Tracker Capital Corp. which merged with
Rival Technologies (Delaware) Inc during 2002.
Use of estimates
In conformity with generally accepted accounting principles, management is
required 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.
Financial instruments
The company's financial instruments consist of cash, receivables and
payables and accruals. It is management's opinion that the company is not
exposed to significant interest, currency or credit risks arising from
these financial instruments. It was not practicable to determine the fair
value of amounts due from/to related parties. The fair value of these
financial instruments approximate their carrying values.
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Rival Technologies Inc.
Notes to the Consolidated Financial Statements
(Unaudited - prepared by management)
Expressed in Canadian Dollars
First Quarter ended March 31, 2003
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2. Summary of significant accounting policies (Continued)
Revenue recognition
The company sells fire extinguishants and fire retardant products. The
company invoices its customers at an agreed price per volume of goods
shipped.
The company recognizes revenues when goods have been shipped, invoices
rendered and collection is reasonably assured. Allowances for non-
collection of revenues are made when collectibility becomes uncertain.
Shipping and handling costs are included in cost of sales.
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3. Capital stock
Authorized:
100,000,000 common shares, without par value
Issued:
Number Capital Paid-In
of Shares Stock Capital Total
---------- ------------ ------------ ------------
Balance, beginning of period 5,953,934 $ 6,958,749 75,000 $ 7,033,749
Exercise of warrants 80,000 12,000 - 12,000
Purchase of Tracker Capital 150,000 22,500 - 22,500
Services contributed by management - - 30,000 30,000
---------- ------------ ------------ ------------
Balance as at December 31, 2002 6,183,934 6,993,249 105,000 7,098,249
Exercise of warrants 100,000 15,000 - 15,000
---------- ------------ ------------ ------------
Balance as at March 31, 2003 $6,283,934 $ 7,008,249 $ 105,000 $ 7,113,249
At March 31, 2002 there were 74,000 share purchase warrants outstanding
Exercisable at a price of $0.15
Item 2 - MANAGEMENT'S PLAN OF OPERATION
The following is management's discussion and analysis of
significant factors that have affected the Company's financial
position and operations during the three-month period ended
March 31, 2003.
General Overview
The Company was incorporated in 1987 for the purpose of developing
a line of fire extinguishing products that would be an alternative
to Halon. These products consist of vapor gas that smothers a
fire in confined areas. They are used in commercial applications
where water or solid chemicals would cause damage to expensive
equipment, such as computers. The Company developed a product,
known as NAF S-111, with two main advantages over Halon, being
less toxic to humans and less damaging to the Ozone layer.
Sales of NAF S-III in North America have been steady over the past
number of years. However, during 2002 the Company encountered a
sudden decline in orders and, as a result, has decided to
discontinue marketing efforts relating to NAF S-III. The Company
does not expect to sell any NAF S-III in the future.
New Business Endeavors
In February, 2003 the Company entered into a License Agreement
granting it exclusive rights within certain territories to a water
treatment technology known as Water Solutions. The Company was
unable to meet the funding requirements of the License Agreement
and the agreement was terminated in May, 2003.
In May, 2003 the Company entered into letter of intent to purchase
the rights to a technology used in reducing diesel engine
emissions. The Company intends to complete its due diligence
relating the technology and, if satisfactory, complete this
acquisition in late May, 2003. Upon closing, the Company will
focus its efforts primarily on the development and sale of
products based on this technology. Details about the technology
will be provided after closing.
Results of Operations
Three Months Ended March 31, 2003 compared to March 31, 2002.
Revenues for the three months ended March 31, 2003 decreased to
$0 in as compared to $37,018 for the three months ended
March 31, 2002, representing a decrease of 100% due to the end of
sales for the Company's NAF S-III product.
General and Administrative expenses for the three months ended
March 31, 2003 were $16,619 as compared to $28,598 for the
three months ended March 31, 2002, representing an decrease of
42%. This decrease was primarily attributed to the end of sales
for the Company's NAF S-III product and the resulting decrease
in management services and office rent.
The Company did not incur any Research and Development costs
during the three month period ended March 31, 2003.
Liquidity and Capital Resources
During three month period ending March 31, 2003, the Company
sold 113,333 common shares for consideration of $17,000 in order
to fund operations. 100,000 common shares were issued and
13,333 were authorized but not yet issued.
The Company's cash position at March 31, 2003 was $2,487 as
compared to $5,350 at March 31, 2003, representing a decrease
of 54%.
The Company's net working capital position (current assets less
current liabilities) decreased to negative ($119,239) at
March 31, 2003 from negative ($117,620) at March 31, 2002,
representing a decrease of 1%, due primarily to the end of
sales of the Company's product NAF S-III.
During the three month period ending March 31, 2003, the
Company met all cash flow needs from the sale of shares.
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 intend that such
forward-looking statements be subject to the safe harbors
created thereby. We may make written or oral forward-looking
statements from time to time in filings with the 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. Such 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.
Part II. Other Information
-----------------
Item 1. Legal Proceedings
-----------------
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action
has been threatened by or against the Company.
Item 2. Changes in Securities
---------------------
On March 7, 2003, the Company sold 113,333 common shares
for consideration of $17,000. 100,000 shares were issued and
13,333 were authorized but not yet issued.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Shareholders
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None.
Item 5. Other Matters
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None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
None.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Rival Technologies Inc.
By: /s/ PERRY GUGLIELMI
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Perry Guglielmi
President, Director
By: /s/ ROBIN HARVEY
- --------------------------
Robin Harvey
Director
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Perry Guglielmi, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rival Technologies
Inc., for the quarter ended March 31, 2003;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying offering officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have: a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared; b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and c)
presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function): a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material
weaknesses in internal controls; and b) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: June 10, 2003.
/s/ Perry Guglielmi
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By: P. Guglielmi
Chief Financial Officer
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Rival Technologies, Inc., a
British Columbia corporation (the "Company"), on Form 10-QSB for the
quarter ending March 31, 2003, as filed with the Securities and Exchange
Commission (the "Report"), I, Perry Guglielmi, President and Chief
Financial Officer of the Company, certify, pursuant to 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Perry Guglielmi
- -------------------
Perry Guglielmi
President and Chief Financial Officer