10QSB 1 rival630notesf.htm QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED JUNE 30, 2007 NOTE 1 -




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB


[Mark One]

[X]

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

ACT OF 1934

For quarterly period ended June 30, 2007


[   ]

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


From the transition period from         to      


Commission File No. 000-49900


RIVAL TECHNOLOGIES, INC.

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


Nevada

(State or other jurisdiction of incorporation or organization)

 43-2114971

(IRS Employer Identification No.)


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

(Address of principal executive offices)


(866) 694-2803

(Issuer's telephone number)


Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  [X ]   No  [   ]


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

Yes  [   ]   No [X]


As of August 1, 2007, Rival Technologies, Inc. had a total of 46,633,628 shares of common stock outstanding.


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







1







TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION


Item 1.  Financial Statements

3


             Consolidated Balance Sheets

 4


             Consolidated Statements of Operations

5


             Consolidated Statements of Cash Flows

6

 

             Notes to the Consolidated Financial Statements

7


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

10


Item 3. Controls and Procedures

12


PART II: OTHER INFORMATION


Item 6.  Exhibits

12


Signatures

13





2







PART I:  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS (Unaudited)


All amounts in this report are expressed in Canadian dollars, except where specifically indicated in United States dollars.  The unaudited consolidated financial statements do not include all disclosures required by generally accepted accounting principles in the United States of America and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2006.




  


RIVAL TECHNOLOGIES, INC.

AND SUBSIDIARIES


(A Development Stage Company)


Consolidated Financial Statements


(Expressed in Canadian Dollars)


June 30, 2007 and 2006




3










RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Balance Sheets

Expressed in Canadian Dollars

 

 

 

 

 

 

ASSETS

 

 

 

 

 

June 30,

 

 

 

 

 

2007

 

 

 

 

 

(Unaudited)

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 $                   115,488 

 

Receivables, net

 

 

               19,238 

 

Other current assets

 

 

                 1,774 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

            136,500 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

 

               14,630 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

Intangible property

 

 

                4,000 

 

 

 

 

 

 

 

 

Total Other Assets

 

 

                4,000 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 $                   155,130 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 $                    77,987 

 

Related party payable

 

 

                4,500 

 

Promissory note payable

 

 

                5,575 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

              88,062 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

                        - 

 

 

 

 

 

 

MINORITY INTEREST IN SUBSIDIARY

 

 

           (115,743)

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Common stock, 100,000,000 shares authorized without

 

 

 

 

 par value, 46,633,628 shares issued and outstanding

 

 

      14,626,973 

 

Additional paid-in capital

 

 

            651,544 

 

Accumulated other comprehensive income

 

 

              56,874 

 

Deficit accumulated during the development stage

 

 

      (7,920,092)

 

Accumulated deficit

 

 

      (7,232,488)

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

              182,811 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

$                   155,130 

 

 

 

 

 

 

 

 

 

 

 

 



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




4








RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Operations and Other Comprehensive Loss

Expressed in Canadian Dollars

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

 

 

 

 

 

 

Amounts From

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of

 

 

 

 

 For the

 

 For the

 

Development

 

 

 

 

 Three Months Ended

 

 Six Months Ended

 

Stage

 

 

 

 

 June 30,

 

 June 30,

 

(April 1, 2003) to

 

 

 

 

2007

 

2006

 

2007

 

2006

 

June 30, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 $                - 

 

 $               - 

 

 $                - 

 

 $               - 

 

 $                           - 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of beneficial conversion feature

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                      82,622 

 

Consulting

 

             3,980 

 

          76,953 

 

           13,464 

 

        188,211 

 

                    670,809 

 

Depreciation

 

             1,031 

 

               509 

 

             1,616 

 

            1,017 

 

                        7,076 

 

Finders' fees

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                    665,000 

 

Investor relations

 

           43,068 

 

               625 

 

           67,262 

 

          55,309 

 

                    660,919 

 

Other general and administrative

 

           45,890 

 

          38,492 

 

         119,282 

 

          70,616 

 

                    691,576 

 

Research and development

 

           62,768 

 

                  - 

 

           78,983 

 

                  - 

 

                    561,029 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

         156,737 

 

        116,579 

 

         280,607 

 

        315,153 

 

                 3,339,031 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE OTHER INCOME (EXPENSE)

 

       (156,737)

 

       (116,579)

 

       (280,607)

 

       (315,153)

 

                (3,339,031)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of intangible property

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                (4,550,000)

 

Write off payable

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                      23,617 

 

Interest expense

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                     (21,564)

 

Interest income

 

                   - 

 

                 93 

 

                  40 

 

               123 

 

                           512 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

                   - 

 

                 93 

 

                  40 

 

               123 

 

                (4,547,435)

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES AND

 

 

 

 

 

 

 

 

 

 

 MINORITY INTEREST

 

       (156,737)

 

       (116,486)

 

       (280,567)

 

       (315,030)

 

                (7,886,466)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

                   - 

 

                  - 

 

                   - 

 

                  - 

 

                              - 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE MINORITY INTEREST

 

       (156,737)

 

       (116,486)

 

       (280,567)

 

       (315,030)

 

                (7,886,466)

 

 

 

 

 

 

 

 

 

 

 

 

 

MINORITY INTEREST

 

           14,505 

 

          15,140 

 

           35,751 

 

          30,870 

 

                    119,743 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

       (142,232)

 

       (101,346)

 

       (244,816)

 

       (284,160)

 

                (7,766,723)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange loss

 

                   - 

 

         (24,413)

 

                   - 

 

         (19,059)

 

                   (153,369)

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 $    (142,232)

 

 $    (125,759)

 

 $    (244,816)

 

 $    (303,219)

 

 $             (7,920,092)

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET LOSS PER SHARE

 

 $          (0.00)

 

 $          (0.00)

 

 $          (0.01)

 

 $          (0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON

 

 

 

 

 

 

 

 

 

 

 SHARES OUTSTANDING - BASIC AND DILUTED

 

    46,620,368 

 

   45,058,011 

 

    46,620,368 

 

   45,058,011 

 

 


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




5








RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Cash Flows

Expressed in Canadian Dollars

(Unaudited)

 

 

 

 

 

 

 

 

 

Cumulative Amounts

 

 

 

 

 

 

 

 

 

From Beginning of

 

 

 

 

 

 For the Six Months Ended

 

Development Stage

 

 

 

 

 

 June 30,

 

(April 1, 2003) to

 

 

 

 

 

2007

 

2006

 

June 30, 2007

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

  Net loss for period

 

 

 $     (244,816)

 

 $      (284,160)

 

 $             (7,766,723)

  Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

   used by operating activities:

 

 

 

 

 

 

 

 

    Amortization of beneficial conversion feature

 

 

                   - 

 

                   - 

 

                      82,622 

 

    Depreciation

 

 

              1,616 

 

              1,017 

 

                        7,077 

 

    Shares issued for services

 

 

            15,353 

 

                   - 

 

                 1,411,050 

 

    Impairment of intangible property

 

 

                   - 

 

                   - 

 

                 4,550,000 

 

    Minority interest

 

 

          (35,751)

 

          (30,870)

 

                   (119,743)

 

    Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

      Receivables and prepayments

 

 

            (3,997)

 

            (8,511)

 

                     (19,238)

 

 

      Other current assets

 

 

               (434)

 

            39,287 

 

                      61,546 

 

 

      Accounts payable and accrued liabilities

 

 

          (17,958)

 

          (80,163)

 

                      23,446 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by Operating Activities

 

 

        (285,987)

 

        (363,400)

 

                (1,769,963)

 

 

 

 

 

 

 

 

 

 

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 common stock, net of issue costs

 

                   - 

 

          248,566 

 

                 1,970,625 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

                   - 

 

          248,566 

 

                 2,001,167 

 

 

 

 

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

              8,299 

 

            12,847 

 

                     (96,495)

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

        (290,188)

 

        (101,987)

 

                    113,001 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

 

          405,676 

 

          713,059 

 

                        2,487 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

 

$      115,488 

 

 $      611,072 

 

 $               115,488 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES

 

 

 

 

 

 

 

 

Interest paid

 

 

 $                   - 

 

 $                   - 

 

 $                            - 

 

Income taxes paid

 

 

 $                   - 

 

 $                   - 

 

 $                            - 

 

Settlement of accounts payable to an officer of the company

 

 $                   - 

 

 $                   - 

 

 $                 54,744 

 

Shares issued to acquire intangible property

 

 

 $                   - 

 

 $                   - 

 

 $           4,550,000 

 

Shares issued for services

 

 

 $        15,353 

 

 $                   - 

 

 $           1,411,050 

 

Shares issued to settle convertible debenture and

 

 

 

 

 

 

 

   accrued interest payable

 

 

 $                   - 

 

 $                   - 

 

 $                 13,729 

 

Beneficial conversion feature recorded as

 

 

 

 

 

 

 

 

   additional paid in capital

 

 

 $                   - 

 

 $                   - 

 

 $                 94,300 

 

Contributed capital on settlement of accounts payable

 

 

 $                   - 

 

 $                   - 

 

 $                   7,500 



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




6




RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 30, 2007 and 2006



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, 2006, Annual Report on Form 10-KSB.  Operating results for the three months and six months ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.


The operations of the joint venture as described in Note 5 will be accounted for in the accompanying financial statements as a majority-owned subsidiary, adjusted for any minority interest share in the corresponding gain or loss of the joint venture for each period presented.  


NOTE 2 -

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.  


Following is a reconciliation of the loss per share for the three months and six months ended June 30, 2007 and 2006:


 

For the Three Months Ended

 

June 30,

 

2007

2006

Net (loss) attributable to

 

 

common shareholders

$     (142,232)

$         (125,759)

 

 

 

Weighted average shares

 

 

basic and diluted

46,620,368 

45,058,011 

 

 

 

Basic and diluted loss per share

 

 

(based on weighted average shares)

$          (0.00)

$             (0.00)




7




RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 30, 2007 and 2006





NOTE 2 -

LOSS PER SHARE (Continued)


 

For the Six Months Ended

 

June 30,

 

2007

2006

Net (loss) attributable to

 

 

common shareholders

$      (244,816)

$         (303,219)

 

 

 

Weighted average shares

 

 

basic and diluted

46,620,368 

45,058,011 

 

 

 

Basic and diluted loss per share

 

 

(based on weighted average shares)

$           (0.01)

$              (0.01)


NOTE 3 -

GOING CONCERN


As shown in the accompanying unaudited consolidated financial statements, the Company incurred a net loss of $244,816 during the six-month period ended June 30, 2007.  This factor, 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 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 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 June 30, 2007, the Company had cash and cash equivalents of $115,488.  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 2007 and 2008.  However, management cannot make any assurances that such financing will be secured.  


NOTE 4 -

INCOME TAXES


Income taxes are computed under the provisions of the Financial Accounting and Standards Board (FASB) Statement 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.  


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.  




8




RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 30, 2007 and 2006



NOTE 4 -

INCOME TAXES (Continued)


The Company has approximately $5,650,000 of operating loss carry-forwards, which expire in various periods through 2026.  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 deferred tax asset consisted of the following at June 30, 2007.


Deferred tax asset:


Income tax benefit of operating loss carry forwards

$   2,714,474 

     Valuation allowance

(2,714,474)

 

 

Net deferred tax asset

$                               - 


  NOTE 5 -

JOINT VENTURE


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.  


NOTE 6 -

COMMON STOCK


On April 6, 2007, the Company issued 25,000 Regulation “S” common shares to a consultant for providing consulting services to the Company.  The amount of the shares was $15,353 (euros 13,426).  








9






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


NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS


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


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


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


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


Executive Overview


We are a holding company operating on a consolidated basis with our wholly-owned subsidiary, CWI Technology, Inc., and our majority-owned subsidiary, TRU Oiltech, Inc.  These subsidiaries are development stage companies engaged in the business of developing technologies related to diesel engines and an upgrading process for heavy crude oil.  Our subsidiaries are in the testing phase of their technologies and intend to move toward licensing and marketing these technologies.  


We have not received, nor recorded, consolidated revenue from ongoing operations for the past two years and have relied on equity transactions to fund development of our business plan.  We anticipate that equity financings will be our primary source of funding for the next twelve months.


TRU Oiltech, Inc. – develops and markets the TRU technology which is a mild thermal reagent-based upgrading process added to heavy crude oil and oil sands bitumen that improves viscosity for transfer in pipeline systems.  Management believes this process could reduce costs for oil producers that transfer millions of barrels of heavy crude each day.  Generally, adding diluent or condensates to heavier oils represents 30% of the total cost per barrel of blended heavy oils.  The TRU technology process may potentially reduce this cost by $5 to $10 per barrel, and, as licensor of the technology, we anticipate receiving a fee of $1 to $2 per barrel.


On April 11, 2007, TRU Oiltech filed with the United States Patent and Trademark Office a patent application titled, “Method of Upgrading Heavy Crude Oil.” and is now commencing the business development phase for this technology.  


TRU Oiltech intends to seek out partnerships with oil producers that will lead to licensing revenue from the commercial use of the TRU technology.  Tru Oiltech will obtain samples from a potential customer, then it will complete a series of tests using the TRU technology to optimize samples for upgrading.  The samples will be provided to the potential customer with test results and an economic model.  If the potential customer is satisfied




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with the results, then the parties will enter into a licensing agreement.  The parties will design and construct a continuous feed one-barrel-per-day pilot plant.  Then if satisfied with the results of the pilot plant, the parties will enter into a royalty agreement and then the customer will expand the TRU process to a full scale field pilot or a full scale production facility.


On February 23, 2007, Rival Technologies and TRU Oiltech entered into a joint venture agreement with Harrison Kramer Corp. (“Harrison Kramer”) that entitled Harrison Kramer a 25% interest and exclusive right to exploit the TRU technology in Venezuela until March 21, 2008.  The Orinoco Oil belt is located in eastern Venezuela and it is one of the largest bitumen accumulations in the world.  The TRU technology can substantially increase the economic recoveries of Orinoco bitumen and Harrison Kramer has agreed to assist in the commercialization of the TRU technology in Venezuela.  Under the joint venture agreement, Harrison Kramer has the responsibility, out of its share of the joint venture participation, to compensate others that may assist, either directly or indirectly, in facilitating the commercial exploitation of the TRU technology in Venezuela.  Additionally, the parties are to share in long-term savings obtained from the use of the TRU technology in Venezuela on a ratio of a minimum of 25% of the savings for the account of Rival and Harrison Kramer.  


CWI Technology, Inc.  –  develops and markets the CWI Technology a diesel engine technology for the automotive transportation industry called Continuous Water Injection technology.  This technology is a continuous water injection system designed to reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and provide cleaner operations of diesel engines.  On January 26, 2007, the United States Patent and Trademark Office allowed the CWI technology patent titled, “Emission Control Water Injection System for Diesel Engines”.  


CWI Technology has conducted several tests of its technology in various engines, but as of the date of this report, it has not finalized any agreements related to the licensing of this technology.


Plan of Operation


Our challenge for the next twelve months will be to obtain financing to develop our subsidiaries’ technologies to a commercially viable application and 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.


As reported in our last annual report on Form 10-KSB, our auditors have expressed an opinion that our continued existence is dependent upon the success of capital offerings or alternative financing arrangements and expansion of operations.  As a result of equity financing, our consolidated cash position at June 30, 2007 was $115,488, and we had working capital of $48,438, but we recorded a net loss of $244,816 for the six month period ended June 30, 2007.  Management believes that equity funding will provide cash for operations for the next twelve months and we are actively raising funds through equity transactions to proceed with the development of the subsidiaries’ technologies.


Rival Technologies agreed to provide $150,000 in financing to TRU Oiltech to fund research and tests aimed at obtaining a patent and developing a commercially viable process and, as of June 30, 2007, we had provided $220,577 towards this project.  In addition, we committed to provide M.A. Turbo with $230,000 in development and marketing funds to complete the CWI Technology.  As of June 30, 2007, we have provided $107,607 for this project.


During the past two years we relied on sales of our common stock for cash.  As of May, 2006, we had sold an aggregate of 6,543,394 shares in a Regulation “S” offering and realized gross proceeds of $2,805,782.  On April 6, 2007, we issued 25,000 Regulation “S” shares to Karsten Behrens in consideration for services valued at $15,353 related to this Regulation “S” offering.  Regulation “S” provides for the offers and sales of restricted securities outside of the United States.  These securities are not registered under the Securities Act of 1933 and cannot be offered or sold in the United States unless registered under the Securities Act or an exemption from registration is available.




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During the six month period ended June 30, 2007, we spent $78,983 on research and development and we anticipate that we will have research and development expense 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’ technology development.


ITEM 3.  CONTROLS AND PROCEDURES


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officer to allow timely decisions regarding required disclosure.  Our Chief Financial Officer who is also our principal executive officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, she concluded that our disclosure controls and procedures were not effective.  


Her evaluation identified a weakness in our disclosure controls and procedures with respect to timely gathering of information and processing of that information to allow timely filing of our reports.  We changed our independent registered accounting firm in April of 2006, but our financial information was not timely prepared and in June 2006 we returned to our former independent registered accounting firm in order to complete the filing of our past due reports.  The change of accounting firms further delayed the filing of our reports.  Management is taking steps to implement accelerated time tables for the gathering and processing of financial and non-financial information to prevent late filings in the future.  Upon filing of this report we are current in our reporting obligations.


Other than as described above, our Chief Financial Officer determined that there were no changes made in our internal controls over financial reporting during the second quarter of 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


PART II:  OTHER INFORMATION


ITEM 6.  EXHIBITS


Part I Exhibits

31.1

Principal Executive Officer Certification

31.2

Chief Financial Officer Certification

32.1

Section 1350 Certification


Part II Exhibits

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)

10.1

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

21.1

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




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SIGNATURES


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







Date:   August 15, 2007

/s/RIVAL TECHNOLOGIES, INC.

Registrant




By:    /s/ Robin J. Harvey

          Robin J. Harvey

          President, Chief Financial Officer, Treasurer and Director





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