- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  

[X]

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

For the quarterly period ended March 31, 2009

[  ]

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

OF 1934

For the transition period from ___ 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.)
375 N. Stephanie Street, Henderson, Nevada (Address of principal executive offices)	89014 (Zip Code)

(702-990-0884)

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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.

Yes [X]   No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]   No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Non-accelerated filer [  ]	Accelerated filer [  ] 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).  

Yes [   ]   No [X]

The number of shares outstanding of the registrant’s common stock as of April 30, 2009 was 47,182,560.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

2

Consolidated Balance Sheets

3

Consolidated Statements of Operations

4

Consolidated Statements of Other Comprehensive Loss

5

Consolidated Statements of Cash Flows

6

Notes to the Consolidated Financial Statements

8

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

17

Item 4T.  Controls and Procedures

17

PART II – OTHER INFORMATION

Item 1A.  Risk Factors

18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                                     18

Item 6.  Exhibits

19

Signatures

20

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the three month periods ended March 31, 2009 and 2008 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the three month period ended March 31, 2009 are not necessarily indicative of results to be expected for any subsequent period.  

RIVAL TECHNOLOGIES, INC.

AND SUBSIDIARY

(A Development Stage Company)

Unaudited Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
					Three Months Ended		Year Ended
					March 31,		December 31,
					2009		2008
					(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	9,244	$	28,860
	Other current assets				2,078		1,878
			Total Current Assets		11,322		30,738
PROPERTY AND EQUIPMENT, net					8,865		9,624
			TOTAL ASSETS	$	20,187	$	40,362
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses			$	123,825	$	89,981
	Accrued interest				58,345		49,595
	Convertible note payable				500,000		500,000
	Promissory note payable				4,559		4,559
			Total Current Liabilities		686,729		644,136
			Total Liabilities		686,729		644,136
STOCKHOLDERS' DEFICIT
	Common stock, 100,000,000 shares authorized without
	par value, 47,182,560 and 47,182,560 shares issued and outstanding, respectively				10,759,546		10,759,546
	Additional paid-in capital				514,327		514,327
	Accumulated other comprehensive income				74,676		77,473
	Deficit accumulated during the development stage				(6,983,107)		(6,923,135)
	Accumulated deficit				(5,031,984)		(5,031,984)
			Total Stockholders' Deficit		(666,542)		(603,774)
			TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	20,187	$	40,362
The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
										Cumulative
										Amounts From
										Beginning of
										Development
										Stage on April 1,
					For the Three Months Ended					2003 to
					March 31,		March 31,
					2009			2008		2009
REVENUES				$	-	$		-	$	-
OPERATING EXPENSES
	Amortization of beneficial conversion feature				-			-		63,327
	Consulting				24,000			23,000		951,601
	Depreciation				759			1,133		10,458
	Finders' fees				-			-		509,700
	Investor relations				3,046			28,640		653,638
	Other general and administrative				23,416			40,728		806,434
	Research and development				-			-		443,373
			Total Operating Expenses		51,221			93,501		3,438,531
LOSS BEFORE OTHER INCOME (EXPENSE)					(51,221)			(93,501 )		(3,438,531)
OTHER INCOME (EXPENSE)
	Impairment of intangible property (Note 4)				-			-		(3,491,167)
	Write off payable				-			-		18,102
	Interest expense				(8,750)			(8,750)		(74,975)
	Interest income				-			-		399
			Total Other Income (Expense)		(8,750)			(8,750)		(3,547,641)
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST					(59,971)			(102,251)		(6,986,172)
	Provision for income taxes				-			-		-
NET LOSS BEFORE MINORITY INTEREST					(59,971)			(102,251)		(6,986,172)
MINORITY INTEREST					-			-		3,066
NET LOSS				$	(59,971)	$		(102,251)	$	(6,983,106)
EARNING PER SHARE:
BASIC and DILUTED				$	(0.00)	$		(0.00)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC and DILUTED					47,182,560			47,157,560

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Other Comprehensive Loss
(Unaudited)
								Cumulative
								Amounts From
								Beginning of
								Development
								Stage on April 1,
				For the Three Months Ended				2003 to
				March 31,		March 31,
				2009		2008		2009
		OTHER COMPREHENSIVE LOSS
		NET LOSS	$	(59,971)	$	(102,251)	$	(6,983,106)
		Foreign currency exchange		(2,797)		(8,961)		74,676
		OTHER COMPREHENSIVE LOSS	$	(62,768)	$	(111,212)	$	(6,908,430)

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
									Cumulative
									Amounts From
									Beginning of
									Development
									Stage on April 1,
					For the Three Months Ended				2003 to
					March 31,		March 31,
					2009		2008		2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss				$	(59,971)	$	(102,251)	$	(6,983,106)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Amortization of beneficial conversion feature				-		-		65,899
	Depreciation				759		1,133		10,458
	Shares issued for services				-		-		1,373,732
	Impairment of intangible property						-		3,289,343
	Valuation of options				-		9,037		9,037
	Minority interest				-		-		(3,743)
	Changes in assets and liabilities:
		Prepaid expenses					(20,229)
		Other current assets			(200)		663		37,857
		Accounts payable and accrued liabilities			33,843		6,268		69,532
		Accrued interest			8,750		8,750		58,345
		Net Cash Used by Operating Activities			(16,819)		(96,630)		(2,072,645)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment				-		-		(19,323)
		Net Cash Used by Investing Activities			-		-		(19,323)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from convertible debenture				-		-		19,890
	Promissory note payable				-		-		4,559
	Proceeds from issuance of convertible notes payable				-		-		500,000
	Proceeds from issuance of common stock, net of
	issue costs				-		-		1,500,104
		Net Cash Provided by Financing Activities			-		-		2,024,553
EFFECT OF EXCHANGE RATE CHANGES ON CASH					(2,797)		(8,961)		74,676
NET INCREASE IN CASH					(19,616)		(105,591)		7,260
CASH AT BEGINNING OF PERIOD					28,860		351,526		1,984
CASH AT END OF PERIOD				$	9,244	$	245,935	$	9,244

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
										Cumulative
										Amounts
										From
										Beginning of
										Development
										Stage on April 1,
						For the Years Ended				2003 to
						March 31,		March 31,
						2009		2008		2009
SUPPLEMENTAL DISCLOSURES
Cash Paid For:
	Interest				$	-	$	-	$	-
	Income taxes				$	-	$	-	$	-
Non-Cash Transactions:
	Settlement of accounts payable to an officer of the
	Company				$	-	$	-	$	42,301
	Shares issued to acquire intangible property				$	-	$	-	$	3,285,600
	Shares issued for services				$	-	$	-	$	1,373,732
	Shares issued to settle convertible debenture and
	accrued interest payable				$	-	$	-	$	10,099
	Beneficial conversion feature recorded as
	additional paid in capital				$	-	$	-	$	69,364
	Contributed capital on settlement of accounts
	Payable				$	-	$	-	$	5,580
	Common stock issued in lieu of debt				$	-	$	-	$	13,506
	Options granted for services				$	-	$	9,037	$	9,037

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in US Dollars

March 31, 2009

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K.  Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

NOTE 2 -

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:

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

NOTE 2 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

a.     Basis of Presentation

The Company’s current functional and reporting currency is the United States Dollar. The financial statements of the Company are presented in the United States Dollars in accordance with SFAS No.52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transaction or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign Currency Translation Adjustments are included in Other

Comprehensive Income and disclosed as a separate category of Stockholders’ Equity, whereas, gains or losses relating from foreign currency transaction are included in the results of operations.

In the prior years, the consolidated financial statements were presented in Canadian dollars and there were no exchange restrictions.  The Company’s functional currency was the Canadian dollar. In accordance with the Statement of Financial Accounting Standard (SFAS) No. 52, “ Foreign Currency Translation ,” which stipulated 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 were translated into Canadian dollars at the current rate of exchange existing at period end and revenues and expenses were translated at daily exchange rates.  Related translation adjustments were reported as a separate component of stockholders’ equity, whereas, gains or losses relating from foreign currency transactions were included in the results of operations.

In 2008, the administrative office of the Company was moved to the US. The transactions of the business are in US dollars which is not considered to be a foreign operation; and the subsidiary, which is considered to be an integrated foreign operation, are all translated into the Company’s function currency of US dollars based on the translation method.

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.  

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

NOTE 2  - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 March 31, 2009, the Company closed the bank account and had funds totaling CHF $0. The FDIC of the United States insures $250,000 of funds for the bank accounts that the Company has with FDIC. At March 31, 2009, the Company had funds totaling $9,244 within insured limited.

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

g.     Income Taxes

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No 109 (FIN 48). FIN 48 is intended to clarify the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FIN 48. At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit which would affect the effective tax rate if recognized.

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

NOTE 2 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

g.     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.  

 

h.     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.

Potentially issuable common shares totaling 3,722,300 and 1,032,875 related to convertible notes and accrued interest were considered but excluded from the calculation of diluted loss per share for the periods ended March 31, 2009 and 2008 because their inclusion would be anti-dilutive.

Potentially issuable common shares totaling 18,000 related to options were considered but excluded from the calculation of diluted loss per share for the period ended March 31, 2009 because their inclusion would be anti-dilutive.

Following is a reconciliation of the loss per share for the period ended March 31, 2009 and 2008:

	Three Months Ended March 31,
	2009	2008
Net (loss) attributable to
common shareholders	$                (59,971)	$      (102,251)
Weighted average shares
Basic and diluted	47,182,560	47,157,560
Loss per share
Basic and  diluted	$                    (0.00)	$           (0.00)

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

NOTE 2 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

i.     Reclassification

Certain comparative figures have been reclassified in the prior year consolidated financial statements to conform with the presentation adopted in the current year, mainly due to foreign currency translation. All the figures were translated from Canadian Dollars into US Dollars, which were complied with the foreign currency translation method adopted by the Company.

j.     Segment Information

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

k.     Fair Value of Financial Instruments

Effective January 1, 2007, the company adopted the provisions of SFAS No. 157, Fair Value Measurements.  SFAS No. 157 provides a framework for the recognition, valuation and measurement of fair value of balance sheet items that would equal the price received to sell an asset or that would be paid to transfer a liability in an orderly transaction between market participants as of the measurement date

l. 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.

m.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements – An amendment of ARB No. 51.” This statements objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Company’s financial statements.

In March 2008, the FASB issued SFAS 161 which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for the period beginning after November 15, 2008. The Company is currently reviewing the effect, if any, that the adoption of this statement will have on the Company’s financial statements.

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US Dollars)

March 31, 2009

NOTE 2 -

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant Accounting Polices (Continued)

m.

Recent Accounting Pronouncements (Continued)

On May 8, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The adoption of SFAS 162 did not have an impact on the Company’s financial statements.

The FASB has issued Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts. SFAS No. 163 clarifies how SFAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The adoption of SFAS No. 163 did not have an impact on the Company’s

financial statements.

NOTE 3 -

GOING CONCERN

As shown in the accompanying unaudited consolidated financial statements, the Company incurred a net loss of $59,971 during the three month period ended March 31, 2009.  In addition, the Company’s current liabilities exceeded its current assets by $675,407 at March 31, 2009.  These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty 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 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 unaudited 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 March 31, 2009, the Company had cash and cash equivalents of $9,244.  

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 2009 and 2010.  However management cannot make any assurances that such financing will be secured.  

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in US Dollars

March 31, 2009

NOTE 4 -

STOCK OPTIONS AND WARRANTS

On February 15, 2008, the Company issued to an individual options to purchase up to 18,000 shares of the Company’s common stock for consulting services.  The options vested upon their issuance.  The options have an exercise price equal to the closing price of the common stock, the day prior to the signing or renewal of the corresponding consulting agreement.  The options expire at the close of business on August 15, 2013.  

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model pursuant to FASB Statement 123(R), “Share Based Payment” and the following assumptions: expected term of 5 ½  years, a risk free interest rate of 2.76%, a dividend yield of 0% and volatility of 142%.  Under the provisions of SFAS 123(R), additional consulting expense of $9,037 was recorded for the three months ended March 31, 2008 and $0 for the three months ended March 31, 2009 pursuant to the Black-Scholes option pricing model for these options.  The following table summarizes the changes in options outstanding:

	Number of Options	Weighted Average Exercise Price
Outstanding as of January 1, 2008	18,000	0.55
Granted	-	-
Exercised	-	-
Cancelled	-	-
Outstanding and exercisable at December 31, 2008	18,000	$              0.55
Granted	-	-
Exercised	-	-
Cancelled	-	-
Outstanding and exercisable at March 31, 2009	18,000	$              0.55

The following table summarizes the changes in options outstanding and the related price for the shares of the Company’s common stock issued to an individual for consulting services.

Options Outstanding		Options Exercisable
Year Granted	Exercise Price	Number Shares Outstanding	Weighted Average Contractual Life (Years)		Number Exercisable	Weighted Average Exercise Price
2008	$     0.55	18,000	4.37		18,000	$           0.55

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in US Dollars

March 31, 2009

NOTE 4 -

STOCK OPTIONS AND WARRANTS (cont’d…)

The aggregate intrinsic value of stock options outstanding and exercisable at March 31, 2009 and December 31, 2008 totalled $0 and $0, respectively. The weighted average grant date fair value of options granted during the periods ended March 31, 2009 and December 31, 2008 is $0.55 and $0.55, respectively. The fair value of options vested ruing the periods ended March 31, 2009 and March 31, 2008 totalled $0 and $9,037, respectively.

NOTE 5 -

CONVERTIBLE NOTE PAYABLE

During August 2007, the Company received $500,000 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 $14,595. 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. On July 30, 2008, the note holder extended the note payable until September 30, 2008. And on September 29, 2008 the convertible note holder extended the convertible note payable again to March 31, 2009 then extended continually until demand for payment. This Convertible Note Payable is current in default. As of March 31, 2009 and December 31, 2008, accrued interest on the note totaled $58,345 and 49,595, respectively. For the three months period ended March 31, 2009 and year ended 2008, the principal and accrued interest was convertible into 3,722,300 and 2,892,605 shares of the Company’s common stock.  

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 6 -

COMMON STOCK

On June 2, 2008, the Company issued 25,000 Common Shares to consultants for consulting services rendered, valued at $0.40 per share, or $10,000.  

NOTE 7 –

SUBSEQUENT EVENT

 

On April 24, 2009, the Company granted a total of 4,400,000 stock options under its stock option plan to senior management at the exercise price of $0.13 per share. The options will be vested on a schedule as the TRU technology process completes a satisfactory pilot project and becomes used in commercial applications for five (5) years from the date of grant which is not exercisable in whole or part before September 30, 2009 or after April 14, 2014.

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

FORWARD LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “intend,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

We are a holding company operating on a consolidated basis with our wholly-owned subsidiary, CWI Technology, Inc., and our majority-owned subsidiary, TRU Oiltech, Inc.   CWI Technology, Inc. is developing the Continuous Water Injection technology (“CWI Technology”), which is designed to reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and provide cleaner operations of diesel engines.  TRU Oiltech, Inc. is developing the TRU ^™ process, which is a mild, thermal reagent, primary upgrading process designed for heavy crude and oil sands bitumen which improves viscosity for acceptance by pipeline transportation systems.   Both subsidiaries are development stage companies in the licensing and marketing stage for their technologies.

During the past quarters our management has been actively meeting with heavy oil producers to negotiate license agreements for the TRU™ process.  In January 2008 we announced that TRU Oiltech had contracted with an independent engineering consultant to provide an unbiased linear program analysis of our synthetic crude product TRULITE™.  In April we received that report which expressed concern regarding our testing methods and it recommended that we alter our testing methodology by undertaking a continuous feed pilot program that would simulate to a reasonable degree the expected operating conditions for a commercial production thermal cracker-solvent extraction process.  However, management believes that the TRU™ process will provide benefits and the operation of a commercial unit can be projected from the existing test results.  We intend to seek out oil industry partners to participate in the continuing testing phase for the commercial development of the TRU™ process.  However, we may be unsuccessful at negotiating a partnership agreement, and in that case we will delay further development of the TRU™ process.  

During the fourth quarter of 2008, the Company moved to the second phase of the four phase business development plan of the TRU™ process:  building a pilot plant.  Management has actively sought financing to fund the final engineering and construction of the pilot plan; however, as the date of this filing we have not entered into any agreement for financing of the fourth phase.  Management continues to seek financing and believes initial interest in the project remains positive.

Material Changes in Financial Condition

We have not received, nor recorded, consolidated revenues from ongoing operations for the past two years and have relied on equity transactions and loans to fund development of our business plan.  As a result of equity financing and loans our consolidated cash position at March 31, 2009 was $9,244.  We incurred a net loss of $59,971 during the three month period ended March 31, 2009 (the “2009 first quarter”) and our current liabilities exceeded our current assets by $675,407 at March 31, 2009.  These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty as to our ability to continue as a going concern.  We continue to seek additional capital through public and/or private offerings, intend to target strategic partners in an effort to increase revenues and intend to expand our revenues through strategic acquisitions.

Our challenge for the next twelve months will be to obtain financing to assist the development of our subsidiaries’

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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.

In 2007 we received a loan from Epsom Investment Services NV (“Epsom”) under a convertible promissory note in the amount of $500,000(US) bearing interest of 7% per annum.  The promissory note was payable on or before March 31, 2009, but Epsom agreed to extend the due date until demand for payment is presented to the Company  Epsom has the option to convert the principal and interest outstanding at the end of the term into Rival common stock.  The conversion price will be the closing market value of the common stock on the last trading day prior to the date Epsom provides Rival with written notice of conversion.  As of March 31, 2009, the interest accrued on this loan is $58,345 and the principal and accrued interest due was convertible into 3,722,300 shares of the Company’s common stock.  

Material Changes in Results of Operations

Our operating expenses decreased for the 2009 first quarter compared to the three month period ended March 31, 2008 (the “2008 first quarter”).  The decrease was primarily due to reduced other general and administrative expense related to rental and office expenses in the 2009 first quarter.  As a result of the decrease, we recorded a smaller net loss for the 2009 first quarter compared to the 2008 first quarter.

For the 2009 and 2008 first quarters we did not record research and development expense; however, we anticipate that we will have research and development expenses in future periods as our subsidiaries further develop their technologies.  We do not anticipate hiring employees in the short term, but this action will be based upon the success of our subsidiaries’ development of their respective technologies

Off-balance Sheet Arrangements

None.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T.  CONTROLS AND PROCEDURES

Disclosure 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 officers to allow timely decisions regarding required disclosure.  Our Chief Executive Officer, who also is our principal financial 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, he concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that there were no changes made in our internal controls over financial reporting during the first quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1A.  RISK FACTORS

We have a history of losses and may never become profitable.

We are unable to fund the development of our subsidiaries’ business plans and the lack of revenues for continued growth may cause us to delay our business development.  At March 31, 2009 we had negative cash flows from operating activities and we will require additional financing to fund our long-term cash needs.  We may be required to rely on debt financing, loans from related parties, and private placements of our common stock for that additional funding. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to the Company.  If the Company is unable to find such funding it could have a material adverse effect on our ability to continue as a going concern.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act ( A Section 404").   Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.  

Pursuant to Section 404, beginning with our annual report for the year ended December 31, 2007 we are required to provide a report by our management on the effectiveness of our internal control over financial reporting.  In our annual report for the year ended December 31, 2009 we will be required to provide an attestation from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting.  We cannot assure you as to our independent registered public accounting firm = s conclusions at December 31, 2009 with respect to the effectiveness of our internal control over financial reporting and there is a risk that our independent registered public accounting firm will not be able to conclude at December 31, 2009 that our internal controls over financial reporting are effective as required by Section 404.

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

On April 24, 2009 the Company granted options to seven persons to purchase an aggregate of 4,400,000 shares of common stock.  The options were granted under our 2005 Stock Equity Incentive Plan, have an exercise price of $0.13 per share and a term of five years.  The options vest upon satisfaction of certain performance markers outlined in the option agreement related to the development of the TRU technology pilot project.  The options may not be exercised prior to September 30, 2009 and expire on April 14, 2014.  We relied upon an exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(2) of the Act for a private transaction not involving a public distribution.

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ITEM 6.  EXHIBITS

Part I Exhibits

No.

Description

31.1

      Chief Executive Officer Certification

31.2

      Principal Financial Officer Certification

32.1

      Section 1350 Certification

Part II Exhibits

No.

Description

3(i)

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

3(ii)

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

Amendment (2) to Convertible Promissory Note between Rival Technologies and Epsom Investment Services NV, dated October 29, 2008 (Incorporated by reference to exhibit 10.1 to Form 10-Q, filed November 12,2008)

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SIGNATURES

Pursuant to the requirements of the Securities 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/ Douglas B. Thomas             Douglas B. Thomas             President, Chief Executive Officer,             Principal Financial Officer,             Secretary, Treasurer, and Director	Date: May 15, 2009

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