UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB/A

(Amendment No. 1)



(Mark One)



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

EXCHANGE ACT OF 1934

For the year ended December 31, 2004



OR



[ ]  TRANSITION REPORT UNDER 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.

(Name of small business issuer in its charter)



British Columbia, Canada

N/A

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





#200, 100 Park Royal, West Vancouver, British Columbia,
Canada

V7T
1A2

(Address of principal executive offices)                                                      
(Zip Code)



Issuer's telephone number: (604) 689-0584



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



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 [  ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any attachment to this form 10-KSB. [ ]



THIS FORM 10-KSB/A HAS BEEN AMENDED TO RESTATE THE FINANCIAL STATEMENTS FOR THE YEAR END DECEMBER 31, 2004.



---

Issuers revenue during the year ended December 31, 2004: nil



On April 11, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates based on the price of US$1.01 per share  (the selling or average bid and asked price) as of April 11, 2005:  12,077,834 x 1.01 = $12,198,612.



The number of shares outstanding of the Issuers common stock as of May 20, 2005: Approximately 41,683,776.



DOCUMENTS INCORPORATED BY REFERENCE:



None



Transitional Small Business Disclosure Format (Check one):

Yes [ ]  No [X]





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TABLE OF CONTENTS





Page

PART I



Item 1. Description of Business

4



Item 2. Description of Property

4



Item 3. Legal Proceedings

5



Item 4. Submission of Matters to a Vote of Security Holders

5





PART II



Item 5. Market for Common Equity and Related Stockholder Matters

6



Item 6. Management's Discussion and Analysis or Plan of Operation

6



Item 7. Financial Statements

8



Item 8. Changes and Disagreements With Accountants on Accounting and

30

Financial Disclosure



Item 8A. Controls and Procedures

30



Item 8B. Other Information

30





PART III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance

with Section 16(a) of the Exchange Act

31



Item 10. Executive Compensation

32



Item 11. Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

33



Item 12. Certain Relationships and Related Transactions

33



Item 13. Exhibits

34



Item 14. Principal Accountant Fees and Services

35



---



PART I



Item 1.   Description of Business.



General



We were incorporated in 1987 for the purpose of developing a line of fire extinguishing products that would be an alternative to Halon.  These products consisted of vapor gas that smothers a fire in confined areas.  They were used in commercial applications where water or solid chemicals would cause damage to expensive equipment, such as computers.  Due to lack of market demand for the product, we have ceased sales of the product.



We were a party to a license agreement to distribute a waste-water treatment technology known as Water Solutions P30. This license agreement was terminated in May 2003.  There were no financial transactions, liabilities or expenses incurred by us relating to this agreement.



In the period beginning April 1, 2003, we acquired diesel engine technology for reducing engine emissions (CWI Technology) from M.A. Turbo/Engine Ltd. (M.A. Turbo).  Specifically, we acquired a 100% interest in CWI Technology for the automotive transportation industry, and the right to acquire a 20% interest in CWI Technology for the marine industry. The purchase agreement includes an option clause to acquire the balance of the marine application.



Under the terms of the purchase agreement, we issued 35,000,000 restricted common shares.  On the date of the acquisition agreement, the market value of the stock was $0.15 per share; however, the market value of the stock was adjusted as follows:



i)

A discount of approximately 23%, based upon published materials, was applied against the market value of the stock of $0.15 per share to reflect the thinly traded market in which our stock trades.

ii)

A premium of approximately 10%, based upon published materials, was applied against the market value of the stock of $0.15 per share to reflect the cost of issuing a significant number of shares that results in our control passing to the vendors of the CWI Technology.



Accordingly, we determined the share price for this transaction to be approximately $0.13 per share.  As a result, the cost recorded by us upon acquisition of the CWI Technology was $4,550,000.



We have also committed to provide M.A. Turbo with $230,000 in development and marketing funds to complete the CWI Technology for the automotive transportation industry, plus $100,000 for its 20% interest in CWI Technology for the marine industry.



In April, 2005 we decided not to exercise our right to acquire a 20% interest in CWI Technology for the marine industry and, as a result have returned to treasury 3,000,000 common shares attributable to this technology and will not be required to pay the US$100,000.  We intend to focus our development efforts on the automotive transportation industry.



In connection with the purchase of the CWI Technology, we entered into a contractor agreement for a one-year term.  Under the contractor agreement, we agreed to provide compensation of 150,000 common shares for services related to the acquisition.  The shares have been issued and delivered.



The principle followed in determining the number of shares issued by us was the estimated value of CWI Technology, and our lack of assets or revenue. At the time of the transaction, there was no relationship between ourselves and the owners of CWI Technology, our officers, directors or persons owning 10% or more of the our common stock.





---

We have entered into Marketing Agreement with MA Turbo allowing it to market the marine application of CWI Technology and providing us with a 15% commission on any sales.  In this regard, we have also entered into a Memorandum of Understanding with Advanced Engineering Services of Milan Italy to assist in marketing the marine application of CWI Technology in Europe.  This marketing effort is in process and firm contracts are being sought from a number of European shipbuilders.



We are actively working on raising funds needed to proceed with our plans for CWI Technology.  During 2004, we commenced a financing sufficient to allow us to proceed with the design, development and patenting of the small diesel applications of CWI Technology.  We entered into a Financing Agreement with Abernathy, Mendelson & Associates Ltd. (Abernathy) on November 15, 2004, where we will sell up to 10,000,000 Reg S common shares under a separately traded Reg S listing on the Berlin Stock Exchange, and pay to Abernathy 47% of the net proceeds from these sales.  Under the Financing Agreement we have also paid to Abernathy a one-time fee of 250,000 Reg S common shares.



On April 25, 2005 we entered into a Strategic Alliance Agreement with UTEK Corporation, whereby we retained UTEK to search for technologies at universities and research institutions that we may wish to acquire.  UTEK has been paid for the service for a period of one year through our issue of 120,000 restricted common shares.  The agreement provides for a structure whereby Rival may acquire additional technologies through the issue of additional restricted common share, subject to Rivals further agreement in this regard.



We have been, and will continue to engage in the business of developing, marketing and distributing environmental products.  We utilize contract service providers to provide any services required.  We have no employees at this time.



Item 2.   Description of Property.



Our principal executive and administrative offices are located at #200, 100 Park Royal, West Vancouver, BC, Canada V7T 1A2.  The cost to us is approximately $250 per month, including secretarial, photocopying, and similar services.  The rental for 2005 is on a month-to-month basis.



We have a secondary administrative office located at #1014-470 Granville Street, Vancouver, BC V6C 1V5.  The cost to us is approximately $1,500 per month, including administration, telephone, long distance, fax, and similar services. The rental for 2005 is on a month-to-month basis.  This office is operated separately and is unrelated to the above mentioned principal executive offices.



We do not anticipate adding additional offices or warehouse space in the next one-year period.



Item 3.   Legal Proceedings.



We are not a party to any material pending legal proceedings and, to the best of our knowledge, no such action by or against the Company has been threatened.



Item 4.   Submission of Matters to a Vote of Security Holders.



No matters have been submitted to a vote of security holders during the fiscal year ended December 31, 2004.







---

PART II





Item 5.   Market for Common Equity and Related Stockholder Matters.



Our no par value common stock is traded on the NASD OTC Bulletin Board, the Berlin Stock Exchange and the Frankfurt Stock Exchange.



Our Reg S common stock is traded on the Berlin Stock Exchange.



Market Price



The following table sets forth the range of high and low sales prices for our common stock for each quarterly period indicated, as reported by the OTC Bulletin Board quotation system.



2003

2004

High

Low

High

Low

First Quarter

$.30

$.24

$.39

$.30



Second Quarter

$.27

$.10

$1.20

$1.14



Third Quarter

$.51

$.25

$1.34

$.80

Fourth Quarter

$.51

$.21

$1.21

$.57





Shareholders



As of March 15, 2005, we had 185 registered shareholders holding 44,827,834 common shares.



Dividends



We have not paid any dividends on our common stock. We currently intend to retain any earnings for use in our business, and do not anticipate paying cash dividends in the foreseeable future.





Item 6.   Managements Discussion and Analysis or Plan of Operation.



The following are significant factors that have affected our financial position and operations during the year ended December 31, 2004.



Our financial statements are expressed in Canadian dollars.  All figures herein are also expressed in Canadian dollars, except where specifically indicated in United States dollars.



Results of Operations



Year Ended December 31, 2004, compared to December 31, 2003.



General expenses for the year ended December 31, 2004, increased by $8,826, or 2.9%, to $316,258 as compared to $307,432 for the year ended December 31, 2003.



We incurred $118,850 in research and development costs during the twelve-month period ended December 31, 2004.





---

Liquidity and Capital Resources



We completed private placements totaling 44,900 common shares at US$0.25 per unit.  Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at US$0.35 for one year.



Our warrant holders exercised 168,000 warrants and we issued 168,000 common shares at US$0.30 per share.



We completed convertible debentures for US$15,000 on January 16, 2004, US$10,000 on March 8, 2004, Cdn$27,000 on April 13, 2004, US$50,000 on June 9, 2004 and US$20,000 on June 30, 2004 .  The debentures have a term of one year, bear interest of 10% per annum, with principal and interest convertible to common shares at US$0.35 per share.



Our cash position at December 31, 2004 was $50,054 as compared to $3,580 at December 31, 2003, representing an increase of 1,298%.



Our net working capital position (current assets less current liabilities) increased to negative ($188,931) at December 31, 2004 from negative ($6,632) at December 31, 2003, due primarily to the issue of convertible debentures and unpaid legal fees.



During the year ending December 31, 2004, we met all cash flow needs from the receipt of subscriptions and convertible debentures in advance of shares issued.  We believe we will have to sustain our operations during the next twelve months through the sale of debt and/or equity securities, loans from shareholders.



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.





---

Item 7. Financial Statements.





The Company determined that it must amend the accounting treatment for certain items as summarized below:



a)           
The Company previously reported stock subscriptions received in advance of $97,482 relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8).  In May 2005, the Company determined that the trustee in fact had executed the sale of 182,399 shares of common stock for total proceeds of $222,984 less share issue costs of $112,945 prior to December 31, 2004.  Accordingly, net proceeds received in the amount of $110,039, being the $97,482 stock subscriptions received in advance plus the additional cash of $12,557 held by the lawyer, were recorded as issued and outstanding common stock as at December 31, 2004.



b)           
On November 15, 2004, the Company entered into an agreement with a third party for investor relations services whereby the third party is entitled to receive a fee equal to 47% of the selling value of the shares of common stock and, on a one-time basis only, 250,000 shares of common stock to be delivered upon execution of this agreement. As the Company had not issued the 250,000 shares of common stock as at December 31, 2004, an obligation to issue shares was recorded in the amount of $308,945, being the fair value of the 250,000 shares of common stock, with a corresponding charge to investor relations expenses in the consolidated statements of operations.



As a result, the Company is, by means of this filing, restating its previously issued consolidated financial statements for the year ended December 31, 2004.  The restatement of the Companys consolidated balance sheet as at December 31, 2004 resulted in an increase in cash and cash equivalents of $12,557, an increase in common stock $110,039, a decrease in share subscriptions received in advance of $97,482, an increase in obligation to issue shares of $308,945 and an increase in the deficit accumulated during the development stage of $308,945 of which $308,945 was recorded as investor relations expenses in the consolidated statements of operations.



In addition, the Company determined that it must provide additional disclosure with respect to subsequent events (Note 12 to the Financial Statements).



---



Dohan and Company

7700 North Kendall Drive, 200

Certified Public Accountants

Miami, Florida     33156-7564

A Professional Association

Telephone      (305) 274-1366

Facsimile      (305) 274-1368

E-mail         info@uscpa.com

Internet        www.uscpa.com



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Stockholders and Board of Directors

Rival Technologies, Inc.

(A Development Stage Company)

West Vancouver, Canada





We have audited the accompanying balance sheets of Rival Technologies, Inc. (A Development Stage Company) as of December 31, 2004 and 2003, and the related statements of operations, stockholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



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



As discussed in Note 3, the above referenced financial statements have been restated, to reflect additional stock issued of 182,399 which were previously believed to have been held by a trustee as well as an obligation to issue 250,000 shares of stock under an agreement with a third party for investor relations services.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rival Technologies, Inc. (A Development Stage Company) at December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.





---



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company incurred a loss of $779,053 for the year ended December 31, 2004, and as discussed in Note 1 to the financial statements has a working capital deficiency of $176,374, has a deficit of $7,232,488 and a deficit accumulated during the development stage $5,584,466 which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Dohan and Company, P.A.

Certified Public Accountants



Miami, Florida

April 12, 2005

Except for Note 3, as to which the date is May 17, 2005



---













RIVAL TECHNOLOGIES INC.

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)





DECEMBER 31, 2004



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian dollars)

DECEMBER 31



2004
      (as restated Note 3)2003ASSETSCurrentCash and cash equivalents$   62,611$   3,580Receivables15,9447,795Prepaid expenses7063,320Total current assets78,62574,695Equipment4,9383,620Intangible property-35,000Deferred income taxesless valuation allowance of $1,306,000 and $1,034,000--Total
    assets$       
    83,563$    
    113,315LIABILITIES AND DEFICIENCY IN ASSETSCurrentAccounts payable and accrued liabilities$    
    143,287$    
    101,083Promissory note payable5,5755,575Convertible debentures106,13713,289Total current liabilities254,999119,947Deficiency in assetsCommon stockAuthorized100,000,000
common shares without par valueIssued and outstanding43,010,233
    common shares (2003 - 42,582,934)12,075,42911,869,977Additional paid-in capital261,544159,744Stock subscriptions received in advance-1,948Obligation to issue shares308,945-Deficit accumulated during the development stage(5,584,866)(4,805,813)Deficit(7,232,488)(7,232,488)Total deficiency in assets(171,436)(6,632)Total liabilities and deficiency in assets$    
    83,563$    
    113,315




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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in Canadian dollars)



|                                                             | Cumulative
Amounts From Beginning of Development Stage (April 1, 2003) to December 31, 2004
(as
restated - Note 3) | Year
Ended December 31, 2004
(as
restated - Note 3) | Year Ended
December 31,
2003
|------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------- | ----------------------------
|                                                             |                                                                                                                    |                                                     |                             
|                                                             |                                                                                                                    |                                                     |                             
|EXPENSES                                                     |                                                                                                                    |                                                     |                             
|Accounting and legal                                         | $
107,979                                                                                                          | $
73,934                                            | $
44,383                    
|Amortization of beneficial conversion feature                | 51,122                                                                                                             | 51,122                                              | -                           
|Consulting                                                   | 281,541                                                                                                            | 100,951                                             | 182,840                     
|Depreciation                                                 | 1,463                                                                                                              | 1,272                                               | 191                         
|Interest expense                                             | 11,824                                                                                                             | 11,144                                              | 680                         
|Investor relations                                           | 380,146                                                                                                            | 335,025                                             | 45,121                      
|Office and miscellaneous                                     | 16,541                                                                                                             | 13,456                                              | 4,868                       
|Regulatory fees                                              | 27,332                                                                                                             | 14,771                                              | 14,138                      
|Rent                                                         | 14,364                                                                                                             | 9,086                                               | 5,278                       
|Research and development                                     | 118,850                                                                                                            | 118,850                                             | -                           
|Telephone and utilities                                      | 5,056                                                                                                              | 3,132                                               | 2,095                       
|Travel and related                                           | 16,373                                                                                                             | 10,710                                              | 6,163                       
|Website design and maintenance                               | 2,275                                                                                                              | 600                                                 | 1,675                       
|                                                             |                                                                                                                    |                                                     |                             
|Loss before other items                                      | (1,034,866)                                                                                                        | (744,053)                                           | (307,432)                   
|                                                             |                                                                                                                    |                                                     |                             
|OTHER ITEMS                                                  |                                                                                                                    |                                                     |                             
|Impairment of intangible property                            | (4,550,000)                                                                                                        | (35,000)                                            | (4,515,000)                 
|                                                             |                                                                                                                    |                                                     |                             
|Loss before income taxes                                     | (5,584,866)                                                                                                        | (779,053)                                           | (4,822,432)                 
|                                                             |                                                                                                                    |                                                     |                             
|Provision for income taxes                                   | -                                                                                                                  | -                                                   | -                           
|                                                             |                                                                                                                    |                                                     |                             
|Net loss for period                                          | (5,584,866)                                                                                                        | (779,053)                                           | (4,822,432)                 
|                                                             |                                                                                                                    |                                                     |                             
|Basic and diluted net loss per common share                  |                                                                                                                    | $
(0.02)                                            | $
(0.18)                    
|                                                             |                                                                                                                    |                                                     |                             
|Weighted average number of common shares outstanding  basic |                                                                                                                    |                                                     |                             
|diluted                                                      |                                                                                                                    | 42,642,668                                          | 27,319,775                  



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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

STATEMENT OF DEFICIENCY IN ASSETS

(Expressed in Canadian Dollars)



|                                                                                | Common stock                |                             | Share
Subscriptions        |                                          | Deficit
Accumulated
During the                  |                                        |              
|------------------------------------------------------------------------------- | --------------------------- | --------------------------- | -------------------------- | ---------------------------------------- | ----------------------------------------------- | -------------------------------------- | -------------
|                                                                                | Number
(as restated Note 3) | Amount
(as restated Note 3) | Additional
Paid-in
Capital | Received in
Advance
(as restated Note 3) | Obligation to
Issue Shares
(as restated Note 3) | Development
Stage
(as restated Note 3) | Deficit      
|                                                                                |                             |                             |                            |                                          |                                                 |                                        |              
|Balance,April 1, 2003                                                           |                             |                             |                            |                                          |                                                 |                                        |              
|(beginning of development stage)                                                | 6,283,934                   | $
7,008,249                 | $
105,000                  | $
-                                      | $
-                                             | $
-                                    | $
(7,232,488)
|                                                                                |                             |                             |                            |                                          |                                                 |                                        |              
|Common stock issued for  intangible
property at $0.001 per share, May 2003      | 35,000,000                  | 4,550,000                   | -                          | -                                        | -                                               | -                                      | -            
|Common stock issued on exercise
of warrants at $0.15 per share, July 2003       | 70,000                      | 10,500                      | -                          | -                                        | -                                               | -                                      | -            
|Common stock issued for services at
$0.24 per share, August 2003                | 1,061,000                   | 255,670                     | -                          | -                                        | -                                               | -                                      | -            
|Common stock issued for cash at
US$0.20 per share, November 2003                | 168,000                     | 45,558                      | -                          | -                                        | -                                               | -                                      | -            
|Settlement of accounts payable to an officer
of the Company                     | -                           | -                           | 54,744                     | -                                        | -                                               | -                                      | -            
|Share subscriptions received, December 2003                                     | -                           | -                           | -                          | 1,948                                    | -                                               | -                                      | -            
|Loss for the period                                                             | -                           | -                           | -                          | -                                        | -                                               | (4,805,813)                            | -            
|                                                                                |                             |                             |                            |                                          |                                                 |                                        |              
|Balance, December 31, 2003                                                      | 42,582,934                  | $
11,869,977                | $
159,744                  | $
1,948                                  | $
-                                             | $
(4,805,813)                          | $
(7,232,488)
|                                                                                |                             |                             |                            |                                          |                                                 |                                        |              
|Common stock issued for cash at US$0.25 per share, June 2004                    | 46,900                      | 15,609                      | -                          | (1,948)                                  | -                                               | -                                      | -            
|Settlement of convertible debentures,
June 2004                                 | 30,000                      | 13,729                      | -                          | -                                        | -                                               | -                                      | -            
|Beneficial conversion feature of convertible debentures, June 2004              | -                           | -                           | 94,300                     | -                                        | -                                               | -                                      | -            
|Contributed capital on settlement of accounts payable, Jun 2004                 | -                           | -                           | 7,500                      | -                                        | -                                               | -                                      | -            
|Common stock issued on exercise
of warrants at US$0.30 per share,
December 2004 | 168,000                     | 66,075                      | -                          | -                                        | -                                               | -                                      | -            
|Common stock issued, net of issue                                               |                             |                             |                            |                                          |                                                 |                                        |              
|costs, December 2004                                                            | 182,399                     | 110,039                     | -                          | -                                        | -                                               | -                                      |              
|Obligation to issue 250,000 shares of common                                    | -                           | -                           | -                          | -                                        | -                                               | -                                      | -            
|stock                                                                           | -                           | -                           | -                          | -                                        | 308,945                                         | -                                      | -            
|Loss for the period                                                             | -                           | -                           | -                          | -                                        | -                                               | (779,053)                              | -            
|                                                                                |                             |                             |                            |                                          |                                                 |                                        |              
|Balance, December 31, 2004                                                      | 43,010,233                  | $
12,075,429                | $
261,544                  | $
-                                      | $
308,945                                       | $
(5,584,866)                          | $
(7,232,488)



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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian dollars)



|                                                                            | Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to December 31,
2004
(as restated  - Note 3) | Year Ended December 31,
2004
(as restated-Note 3) | Year Ended December 31, 2003
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------------------------
|                                                                            |                                                                                                                     |                                                   |                             
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |                                                                                                                     |                                                   |                             
|Loss for period                                                             | $
(5,584,866)                                                                                                       | $
(779,053)                                       | $
(4,822,432)               
|Adjustments to reconcile net loss to net cash used
in operating activities: |                                                                                                                     |                                                   |                             
|Amortization of beneficial conversion feature                               | 51,122                                                                                                              | 51,122                                            | -                           
|Depreciation                                                                | 1,463                                                                                                               | 1,272                                             | 191                         
|Shares issued for services                                                  | 501,295                                                                                                             | 308,945                                           | 192,420                     
|Impairment of intangible property                                           | 4,550,000                                                                                                           | 35,000                                            | 4,515,000                   
|Changes in assets and liabilities:                                          |                                                                                                                     |                                                   |                             
|(Increase) decrease in receivables and prepayments                          | (15,944)                                                                                                            | (8,149)                                           | (7,795)                     
|(Increase) decrease in prepaid expenses                                     | 63,250                                                                                                              | 63,250                                            | (70)                        
|Increase (decrease) in accounts payable and
accrued liabilities             | 84,245                                                                                                              | 50,144                                            | 32,857                      
|                                                                            |                                                                                                                     |                                                   |                             
|Net cash used in operating activities                                       | (349,435)                                                                                                           | (277,469)                                         | (89,829)                    
|                                                                            |                                                                                                                     |                                                   |                             
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |                                                                                                                     |                                                   |                             
|Convertible debenture                                                       | 162,604                                                                                                             | 149,315                                           | 13,289                      
|Promissory note payable                                                     | 5,575                                                                                                               | -                                                 | 5,575                       
|Proceeds from issuance of common stock, net of issue costs                  | 247,781                                                                                                             | 189,775                                           | 71,058                      
|Stock subscriptions received                                                | -                                                                                                                   | -                                                 | 1,948                       
|                                                                            |                                                                                                                     |                                                   |                             
|Net cash provided by financing activities                                   | 415,960                                                                                                             | 339,090                                           | 91,870                      
|                                                                            |                                                                                                                     |                                                   |                             
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |                                                                                                                     |                                                   |                             
|Purchase of equipment                                                       | (6,401)                                                                                                             | (2,590)                                           | (3,811)                     
|                                                                            |                                                                                                                     |                                                   |                             
|Net cash used in investing activities                                       | (6,401)                                                                                                             | (2,590)                                           | (3,811)                     
|                                                                            |                                                                                                                     |                                                   |                             
|Change in cash and cash equivalents during period                           | 60,124                                                                                                              | 59,031                                            | (1,770)                     
|                                                                            |                                                                                                                     |                                                   |                             
|Cash and cash equivalents, beginning                                        | 2,487                                                                                                               | 3,580                                             | 5,350                       
|                                                                            |                                                                                                                     |                                                   |                             
|Cash and cash equivalents, ending                                           | $
62,611                                                                                                            | $
62,611                                          | $
3,580                     
|                                                                            |                                                                                                                     |                                                   |                             
|Supplemental disclosure with respect to cash flows                          |                                                                                                                     |                                                   |                             
|Settlement of accounts payable to an officer of the Company                 | $
54,744                                                                                                            | $
-                                               | $
54,744                    
|Shares issued to acquire intangible property                                | 4,550,000                                                                                                           | -                                                 | 4,550,000                   
|Shares issued for services                                                  | 255,670                                                                                                             | -                                                 | 255,670                     
|Shares issued to settle convertible debenture and accrued                   |                                                                                                                     |                                                   |                             
|interest payable                                                            | 13,729                                                                                                              | 13,729                                            | -                           
|Beneficial conversion feature recorded as additional paid-in                |                                                                                                                     |                                                   |                             
|capital                                                                     | 94,300                                                                                                              | 94,300                                            | -                           
|Shares issued for subscriptions received in advance from a prior year       | -                                                                                                                   | 1,948                                             | -                           
|Contributed capital on settlement of accounts payable                       | 7,500                                                                                                               | 7,500                                             | -                           

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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004







1.

OPERATIONS AND GOING CONCERN



The Company is incorporated under the Company Act of British Columbia with its head office in West Vancouver, British Columbia, Canada.



The Company was the exclusive licensed manufacturer and distributor worldwide of a brand of fire extinguishants and fire retardant products. The license agreement was terminated December 1999. During the three years ended December 2002, all sales were made to customers in North America. 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.  The Company is considered to be a development stage company beginning April 1, 2003, as the Company has changed its business and no longer generates revenues from operations.



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



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



|                                                 | 2004
(as restated  Note 3) | 2003       
|------------------------------------------------ | --------------------------- | -----------
|                                                 |                             |            
|Working capital (deficiency)                     | $
(176,374)                 | $
(45,252) 
|Deficit accumulated during the development stage | (5,584,466)                 | (4,805,813)
|Deficit                                          | (7,232,488)                 | (7,232,488)



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



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of presentation



These consolidated financial statements are presented in Canadian dollars (and the Company would pay dividends in Canadian dollars, if any) and there are no exchange restrictions.  These consolidated financial statements are also prepared in conformity with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiary, Rival Technologies (Delaware) Inc. and its former subsidiary Tracker Capital Corp. which merged with Rival Technologies (Delaware) Inc. during 2002.



Use of estimates



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



Foreign currency translation



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



Cash and cash equivalents



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



Equipment



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



Furniture and equipment

5 years

Computer equipment

3 years





---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)



Intangible property



Intangible property is recorded at cost.



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



Research and development



Research and development costs are expensed as incurred.



Income taxes



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



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



Net loss per share



Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock. The dilutive effect of 46,900 (2003  168,000) warrants is not reflected in net loss per share as the effect would be anti-dilutive.



New accounting pronouncements



In January 2003, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. 46 Consolidation of Variable Interest Entities ("FIN 46") (revised in December 17, 2003).  The objective of FIN 46 is to improve financial reporting by companies involved with variable interest entities.  A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns or both.  FIN 46 also requires disclosures about variable interest entities that a company is not required to consolidate but in which it has a significant variable interest. The



---

consolidation requirements of FIN 46 apply immediately to variable interest entities created after December 15, 2003.  The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after March 15, 2004.



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)



New accounting pronouncements (contd)



In December 2004, FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29 (SFAS 153) which amends Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.



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

i)

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

ii)

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

iii)

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

iv)

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

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



---

nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.



The adoption of these new pronouncements are not expected to have a material effect on the Company's consolidated financial position or results of operations.



Comparative figures



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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004









3.

RESTATEMENT



The Company determined that it must amend the accounting treatment for certain items as summarized below:



c)

The Company previously reported stock subscriptions received in advance of $97,482 relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8).  In May 2005, the Company determined that the trustee in fact had executed the sale of 182,399 shares of common stock for total proceeds of $222,984 less share issue costs of $112,945 prior to December 31, 2004.  Accordingly, net proceeds received in the amount of $110,039, being the $97,482 stock subscriptions received in advance plus the additional cash of $12,557 held by the lawyer, were recorded as issued and outstanding common stock as at December 31, 2004.



d)

On November 15, 2004, the Company entered into an agreement with a third party for investor relations services whereby the third party is entitled to receive a fee equal to 47% of the selling value of the shares of common stock and, on a one-time basis only, 250,000 shares of common stock to be delivered upon execution of this agreement. As the Company had not issued the 250,000 shares of common stock as at December 31, 2004, an obligation to issue shares was recorded in the amount of $308,945, being the fair value of the 250,000 shares of common stock, with a corresponding charge to investor relations expenses in the consolidated statements of operations.



As a result, the Company is, by means of this filing, restating its previously issued consolidated financial statements for the year ended December 31, 2004.  The restatement of the Companys consolidated balance sheet as at December 31, 2004 resulted in an increase in cash and cash equivalents of $12,557, an increase in common stock $110,039, a decrease in share subscriptions received in advance of $97,482, an increase in obligation to issue shares of $308,945 and an increase in the deficit accumulated during the development stage of $308,945 of which $308,945 was recorded as investor relations expenses in the consolidated statements of operations.



In addition, the Company determined that it must provide additional disclosure with respect to subsequent events (Note 12).



4.

EQUIPMENT



|                        | 2004    | 2003                    
|----------------------- | ------- | ------------------------
|                        | Cost    | Accumulated
Amortization
|                        |         |                         
|Furniture and equipment | $
3,811 | $
915                   
|Computer equipment      | 2,590   | 548                     
|                        | $
6,401 | $
1,463                 





---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004









5.

INTANGIBLE PROPERTY



The Company acquired certain diesel engine technology (CWI Technology) from M.A. Turbo/Engine Ltd. (M.A. Turbo). It acquired a 100% interest in the CWI Technology for the automotive transportation industry and a 20% interest in the CWI Technology for the marine industry. The purchase agreement includes an option clause to acquire the balance of the marine application.



Under the terms of the purchase agreement, the Company has issued 35,000,000 restricted common shares.  The Company has determined the value of the shares based on the market price of the securities under the guidance in Emerging Issues Task Force No. 97-8 Accounting for Contingent Consideration Issued in a Purchase Business Combination and Emerging Issues Task Force No. 99-12 Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination.  On the date of the acquisition agreement, the market value of the stock was $0.15 per share; however, the market value of the stock was adjusted as follows:



i)

A discount of approximately 23%, based upon published materials, was applied against the market value of the stock of $0.15 per share to reflect the thinly traded market in which the Companys stock trades.

ii)

A premium of approximately 10%, based upon published materials, was applied against the market value of the stock of $0.15 per share to reflect the cost of issuing a significant number of shares that results in control of the Company passing to the vendors of the CWI Technology.



Accordingly, the Company determined the share price for this transaction to be approximately $0.13 per share. As a result, the cost recorded by the Company upon acquisition of the CWI Technology was $4,550,000.



Subsequent to the acquisition of the CWI Technology and under the guidance in Statements of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, the Company determined that carrying value of the CWI Technology exceeded the fair value which was estimated to be approximately $35,000 based upon expected future cash flows.  Consequently, the Company recorded a charge in the consolidated statements of operations of $4,515,000 during the year ended December 31, 2003 as the carrying value of CWI Technology was written down to fair value in the year the impairment was recognized. During the year ended December 31, 2004, the Company determined a further write down was required and accordingly, a charge of $35,000 was recorded in the consolidated statements of operations.



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



In connection with the purchase of the CWI Technology, the Company entered into a contractor agreement for a one-year term. Under the agreement, the Company provided compensation of 150,000 common shares for services related to the acquisition.



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004





6.

PROMISSORY NOTE PAYABLE



On April 17, 2003, the Company issued a promissory note of $5,575 to an individual related to a director of the Company.  The note is unsecured, bears no interest and is payable on demand.



7.

CONVERTIBLE DEBENTURES



On December 1, 2003, the Company borrowed $13,289 (US$10,000) from a lender and issued a convertible

debenture for a period of one year, bearing interest of 10% per annum. The Company may prepay the principal and

interest accrued to the date of payment, in whole or in part, without penalty. If all or any portion of the principal and

interest remains unpaid at the end of the term, the lender and/or the Company shall have the right to convert the

principal and interest earned into common stock of the Company at a value of US$0.35 per share. On June 17, 2004,

the lender exercised its right to convert the principal and interest into common stock resulting in the Company

issuing 30,000 common shares to settle the convertible debt of $13,729 (principal and accrued interest).



On January 16, 2004, the Company borrowed $15,000 from a lender and issued a convertible debenture for a period

of one year, bearing interest of 10% per annum. The Company may prepay the principal and interest accrued to the

date of payment, in whole or in part, without penalty. If all or any portion of the principal and interest remains

unpaid at the end of the term, the lender and/or the Company shall have the right to convert the principal and

interest earned into common stock of the Company at a value of US$0.35 per share. Subsequent to December 31, 2004, the option to convert expired unexercised and the term of the loan was extended to July 15, 2005.



On March 8, 2004, the Company borrowed $13,015 (US$10,000) from a lender and issued a convertible

debenture for a period of one year, bearing interest of 10% per annum. The Company may prepay the principal and

interest accrued to the date of payment, in whole or in part, without penalty. If all or any portion of the principal and

interest remains unpaid at the end of the term, the lender and/or the Company shall have the right to convert the

principal and interest earned into common stock of the Company at a value of US$0.35 per share. Subsequent to December 31, 2004, the option to convert expired unexercised and the term of the loan was extended to September 8, 2005.



On April 13, 2004, the Company borrowed $27,000 from a lender and issued a convertible debenture for a period

of one year, bearing interest of 10% per annum. The Company may prepay the principal and interest accrued to the

date of payment, in whole or in part, without penalty. If all or any portion of the principal and interest remains

unpaid at the end of the term, the lender and/or the Company shall have the right to convert the principal and

interest earned into common stock of the Company at a value of US$0.35 per share. Subsequent to December 31, 2004, the option to convert expired unexercised and the term of the loan was extended to October 13, 2005.



On June 9, 2004, the Company borrowed $67,300 (US$50,000) from a lender and issued a convertible debenture for a period

of one year, bearing interest of 10% per annum. The Company may prepay the principal and interest accrued to the

date of payment, in whole or in part, without penalty. If all or any portion of the principal and interest remains

unpaid at the end of the term, the lender and/or the Company shall have the right to convert the principal and

interest earned into common stock of the Company at a value of US$0.35 per share. As the market price of the Companys common stock exceeded the exercise price on the commitment date, the intrinsic value of the beneficial conversion feature recorded by the Company as additional paid-in capital was $67,300. During the year ended December 31,



---

2004, the Company recognized $37,622 of intrinsic value of the beneficial conversion feature in the consolidated statements of operations.





---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004









7.

CONVERTIBLE DEBENTURES(contd)



On June 30, 2004, the Company borrowed $27,000 (US$20,000) from a lender and issued a convertible debenture for a period

of one year, bearing interest of 10% per annum. The Company may prepay the principal and interest accrued to the

date of payment, in whole or in part, without penalty. If all or any portion of the principal and interest remains

unpaid at the end of the term, the lender and/or the Company shall have the right to convert the principal and

interest earned into common stock of the Company at a value of US$0.35 per share. As the market price of the Companys common stock exceeded the exercise price on the commitment date, the intrinsic value of the beneficial conversion feature recorded by the Company as additional paid-in capital was $27,000. During the year ended December 31, 2004, the Company recognized $13,500 of intrinsic value of the beneficial conversion feature in the consolidated statements of operations.



The related accrued interest for the convertible debentures has been recorded as accounts payable and accrued liabilities.







8.

COMMON STOCK



During the year ended December 31, 2004, the Company issued and transferred 4,000,000 shares of common stock to a trustee for the sole purpose of selling the shares of common stock. The trustee will receive a trustee fee equal to 3% of the selling value of the shares of common stock. There is no time limit as to when the trustee has to sell the shares of common stock. Any shares of common stock not sold by the trustee will be returned to the Company at its request. Accordingly, those shares of common stock were not recorded as issued and outstanding on the consolidated balance sheet when originally issued and transferred during the year ended December 31, 2004.



In conjunction with the above, the Company entered into an agreement with a third party for investor relations services whereby the third party is entitled to receive a fee equal to 47% of the selling value of the shares of common stock.  Additionally, the third party is entitled to receive, on a one-time basis only, 250,000 shares of common stock to be delivered upon execution of this agreement dated November 15, 2004.



As at December 31, 2004, the Company had issued 182,399 of these 4,000,000 shares of common stock for total proceeds of $222,984 less share issue costs totaling $112,945.  Further, as the Company had not issued the 250,000 shares of common stock, an obligation to issue shares was recorded in the amount of $308,945, being the fair value of the 250,000 shares of common stock, with a corresponding charge to investor relations expenses in the consolidated statements of operations.  Subsequent to the year ended December 31, 2004, the Company issued additional shares of common stock relating to these 4,000,000 shares of common stock and issued the 250,000 shares of common stock (Note 12).





---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004









8.

CAPITAL STOCK(contd)



Stock options



As at December 31, 2004 and 2003, there were no stock options outstanding.



Share purchase warrants



Share purchase warrant transactions are summarized as follows:



|                                | Number of Shares | Weighted
Average
Exercise
Price
|------------------------------- | ---------------- | -------------------------------
|                                |                  |                                
|Balance as at December 31, 2002 | 170,000          | $0.15                          
|Issued                          | 168,000          | US$0.30                        
|Exercised                       | (170,000)        | ($0.15)                        
|                                |                  |                                
|Balance as at December 31, 2003 | 168,000          | US$0.30                        
|Issued                          | 46,900           | US$0.35                        
|Exercised                       | (168,000)        | US$0.30)                       
|                                |                  |                                
|Balance as at December 31, 2004 | 46,900           | US$0.35                        



As at December 31, 2004, the following share purchase warrants were outstanding:



| | Number
of Shares |  | Exercise
Price |  | Expiry Date            
| | ---------------- |  | -------------- |  | -----------------------
| |                  |  |                |  |                        
| | 46,900           |  | US$ 0.35       |  | June 17, 2005 (Note 12)





---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004





9.

INCOME TAXES



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



|                                                      | 2004        | 2003         
|----------------------------------------------------- | ----------- | -------------
|                                                      |             |              
|Loss before income taxes                              | $
(779,053) | $
(4,822,432)
|                                                      |             |              
|Expected income tax recovery                          | $
(272,669) | $
(1,687,851)
|Non-deductible charges                                | -           | 1,580,250    
|Unrecognized benefit of operating loss carry forwards | 272,669     | 107,601      
|                                                      |             |              
|Income tax recovery                                   | $
-         | $
-          



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



|                                                    | 2004        | 2003       
|--------------------------------------------------- | ----------- | -----------
|                                                    |             |            
|Deferred tax asset:                                 |             |            
|Income tax benefit of operating loss carry forwards | $
1,306,000 | $
1,034,000
|Valuation allowance                                 | (1,306,000) | (1,034,000)
|                                                    |             |            
|Net deferred tax asset                              | $
-         | $
-        



The Company has approximately $3,699,000 of operating loss carryforwards, which expire beginning in 2003. The availability of certain operating loss carryforwards for income tax purposes is subject to certain restrictions 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.





10.

SEGMENT INFORMATION



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





11.

FINANCIAL INSTRUMENTS



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



---

RIVAL TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars)

DECEMBER 31, 2004





12.

SUBSEQUENT EVENTS



Unless disclosed elsewhere in these consolidated financial statements, the following events occurred subsequent to December 31, 2004:



a)

In January 2005, the Company issued 405,464 shares of common stock, relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8), for total proceeds of $568,167 before share issue costs.



b)

In February 2005, the Company issued 574,850 shares of common stock, relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8), for total proceeds of $1,003,162 before share issue costs.



c)

In February 2005, the Company issued 250,000 shares of common stock, relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8), to settle its obligation a third party in the amount of $308,945, being the fair value of the 250,000 shares of common stock.



d)

In February 2005, the Company issued 10,000 shares of common stock for proceeds of $4,345 on the exercise of warrants.



e)

In March 2005, the Company issued 226,400 shares of common stock, relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8), for total proceeds of $425,193 before share issue costs.



f)

In March 2005, the Company issued 5,000 shares of common stock, relating to the 4,000,000 shares of common stock held by a trustee for the sole purpose of selling the shares of common stock (Note 8), in exchange for investor relations services in the amount of $9,418, being the fair value of the 5,000 shares of common stock.



g)

In March 2005, the Company issued 9,900 shares of common stock for proceeds of $3,984 on the exercise of warrants.



h)

In April 2005, the Company issued 5,000 shares of common stock for proceeds of $6,000 on the exercise of warrants.



i)

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



j)

In April 2005, the Company entered into an agreement with UTEK Corporation (UTEK) whereby the Company retained UTEK to search for technologies at universities and research institutions that the Company may wish to acquire for a period of one year in exchange for 120,000 shares of common stock.



k)

In May 2005, the Company settled all outstanding convertible debentures plus accrued interest for total cash proceeds of $134,227.



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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



There have been no changes in or disagreements with our accountants, Dohan and Company.



Item 8A. Controls and Procedures.



(a)

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of the chief executive officer and the chief financial officer, carried out an evaluation of the effectiveness of our "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this annual report (the "Evaluation Date").  Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports we file or submits under the Exchange Act on a timely basis.



(b)

Changes in Internal Control over Financial Reporting.  There were no changes in our internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 8B. Other Information.



None.



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PART III





Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.



The following table sets forth the directors and executive officers of the Company, their ages, and all positions held with the Company.



|Name               | Age | Position(s)                                   
|------------------ | --- | ----------------------------------------------
|Robin J. Harvey    | 45  | President/Chief Financial Officer and Director
|Piero D. Guglielmi | 38  | Director                                      



Ms. Robin J. Harvey worked at Club Med Sales as the Sales, Transportation & Marketing Manager in Vancouver, B.C., from 1990 to 1996 where she was responsible for sales management to the Western Canadian travel industry, including promotional development, operational budgets, media buying and planning for the region. Subsequently, she was Corporate Sales Manager & Promotional Sales & Marketing Manager, British Columbia for AVIS Rent a Car until 2000.  At Avis, she was responsible for corporate sales and marketing, establishing new business, territory management and development and expansion of on-line marketing relationships and CRM development, promotions, special events, trade and media relationships and location expansions including start ups". In 2001, Robin Harvey became President of Mytravelguide.com, Inc., a reporting issuer in the United States traded on the NASD OTC BB.  She resigned from this position in September, 2001 due to a merger and change of control of this company. In December 2003 Ms. Harvey was re-elected a Director by the shareholders of Rival Technologies Inc. and accepted the appointment of President and Chief Financial Officer.



Mr. Piero D. Guglielmi received training in international marketing from Simon Fraser University in Vancouver, British Columbia.  Between 1989 and 1996, he was in charge of research and development, as well as, corporate filing for North American Fire Guardian Technology, Inc.  From 1996 until January 2001 Mr. Guglielmi was in charge of technical marketing and a director of North American Fire Guardian Technology, Inc.  In January 2001, North American Fire Guardian Technology Inc. underwent corporate restructuring, and the companys name was changed to Rival Technologies Inc.  In August 2002, Mr. Guglielmi was elected President by the shareholders of Rival Technologies Inc.. In December 2003 Mr. Guglielmi was re-elected a Director by the shareholders of Rival Technologies Inc. and voluntarily resigned as President.



Currently there are no agreements or understanding for any officer or director to resign at the request of another person and that none of the officers or directors are acting on behalf of or will act at the direction of any other person.



The Company does not have an audit committee financial expert serving on its audit committee.  The Companys revenue from operations has declined and as a result its financial accounting issues are being streamlined and simplified.  As the Company acquires new products and technology in the future, it intends to identify and appoint a financial expert to serve on its audit committee.



The Company has not adopted a code of ethics applicable to principal executive officers.  The current President has been an executive officer of the Company for more than five (5) years.  As new executive officers are appointed in the future, the Company intends to adopt a code of ethics and post the same on its website.



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Section 16(a) Beneficial Ownership Reporting Compliance



The Company knows of no person, who at any time during the fiscal year, was a director, officer, beneficial owner of more than ten percent of any class of equity securities of the registrant registered pursuant to Section 12 (Reporting Person), that failed to file on a timely basis any reports required to be furnished pursuant to Section 16 (a).  Based upon a review of Forms 3 and 4 furnished to the registrant under Rule 16a-3(d) during its most recent fiscal year, we know of no Reporting Person that failed to file the required reports during the most recent fiscal year or prior years.



Item 10.  Executive Compensation.



Summary Compensation Table



The following table sets forth, for the years ended December 31, 2004 and 2003, the aggregate remuneration paid or payable by us to the person who acted as Chief Executive Officer during such periods and to the other executive officers who earned a salary and bonus in excess of $100,000 during the fiscal year ended December 31, 2004 (collectively, the "Named Executive Officers").





|Name and Principal Position                                  | Year       | Salary   | Long Term Compensation Awards
Restricted Stock Awards
|------------------------------------------------------------ | ---------- | -------- | -----------------------------------------------------
|Robin J. Harvey
President, Chief Financial Officer, Director | 2003

2004 | Nil

Nil | Nil

Nil                                             
|Piero D. Guglielmi
Secretary and Director                    | 2003

2004 | Nil

Nil | Nil

Nil                                             



Any compensation received by our officers, directors, and management personnel will be determined from time to time by the Board of Directors. Officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.



No other compensation has been paid to any officer and/or director for his services rendered to, nor has any received such compensation in the past.  Commencing January 1, 2005 the directors of the Company will receive a directors fee equal to US$500 per month.  Executive compensation by way of an incentive stock plan for management services is under review but no decision has been reached in this regard.



No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of its employees.







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Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The following is a table detailing the current shareholders of our stock who own 5% or more of the common stock, and shares owned by our Directors and Officers:



Title of Class

Name and Address

Amount and Nature

Percentage

Of Beneficial

of Beneficial

of Class

Owner

Ownership

--------------

----------------

-----------------

-----------

No Par Value

Piero Guglielmi

40,800 Shares

0.1%

Common Stock

Director

#207, 3663 West 16th Avenue

Vancouver, BC

Canada, V6R 3C3



No Par Value

Robin J. Harvey

0 Shares

0%

Common Stock

President and Director

Suite 200, 100 Park Royal

West Vancouver BC V7T 1A2



No Par Value

All executive officers and

40,800 Shares

0.1%

Common Stock

directors as a group



No Par Value

Rockridge Capital Corp.

25,750,000 Shares

61.1%

Common Stock

Holder of Over 5%

#200-100 Park Royal

West Vancouver BC V7T 1A2







Item 12. Certain Relationships and Related Transactions.



There have been no material transactions in the past two years or proposed transactions to which we have been or are proposed to be a party in which any officer, director, nominee for officer or director, or security holder of more than 5% of our outstanding securities is involved.



We have no promoters. There have been no transactions that have benefited or will benefit its officers or directors either directly or indirectly.







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Item 13.  Exhibits



|Exhibit Number

3.1



3.2



10.1



10.2

31



32 | Title

Articles of Incorporation are attached to the Company's Form 10-SB, filed on July 22, 2004. This exhibit is incorporated by reference to that Form.

Bylaws are attached to the Company's Form 10-SB, filed on July 22, 2004.  This exhibit is incorporated by reference to that Form.

Purchase Agreement is attached to the Company's Form 10-SB, filed on July 22, 2004.  This exhibit is incorporated by reference to that Form.

Financing Agreement with Abernathy, Mendelson & Associates Ltd.

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Location













Attached


Attached



Attached
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------





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Item 14.  Principal Accounting Fees and Services.



Audit Fees



For each of the last two fiscal years professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in Form 10-QSB (17CFR 249.308b) or services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for those fiscal years:



For the fiscal year ended December 31, 2003 - $19,335

For the fiscal year ended December 31, 2004 - $21,808



Audit Related Fees



The aggregate fees billed in each of the last two fiscal years for assurance and related service by the principal accountant that are reasonably related to the performance of the audit or review of the registrants financial statements and are not reported under Item 9(e)(1) of Schedule 14A.



For the fiscal year ended December 31, 2003 - $2,173

For the fiscal year ended December 31, 2004 - $0



Tax Fees



The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning:



For the fiscal year ended December 31, 2002 - $0

For the fiscal year ended December 31, 2003 - $0



All Other Fees



The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in Items 9(e)(1) through Item 9(e)(3) of Schedule 14A.



For the fiscal year ended December 31, 2002 - $0

For the fiscal year ended December 31, 2003 - $0



Audit Committee Pre-Approval Policies and Procedures



Not Applicable.



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SIGNATURES



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



Rival Technologies Inc.





/s/ Robin J. Harvey

By:  Robin J. Harvey

President, Chief Financial Officer and Director

Dated: May 20, 2005





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/ Robin J. Harvey

By:  Robin J. Harvey

President, Chief Financial Officer and Director

Dated: May 20, 2005



/s/ Perry D. Guglielmi

By:  Perry Guglielmi

Director

Dated: May 20, 2005





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Exhibit 31.1



CERTIFICATIONS



I, Robin J. Harvey, President and Chief Financial Officer of the Company certify that:



1.

I have reviewed this annual report on Form 10-KSB of Rival Technologies Inc.;



2.

Based on my knowledge, this annual 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 report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this report.



4.

The Small Business Issuers other certifying offering officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:



a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Small Business Issuer, 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the Small Business Issuers internal control over financial reporting that occurred during the Small Business Issuers fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Small Business Issuers internal control over financial reporting; and



5.        
The Small Business Issuers other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Small Business Issuers auditors and the audit committee of Small Business Issuers board of directors  (or persons performing the equivalent function):



a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability to record, process, summarize and report financial information; and



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b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting; and



Date:

May 20, 2005



/s/ Robin J. Harvey

By:  Robin J. Harvey

President and Chief Financial Officer





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Exhibit 32.1



CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



In connection with the Annual Report of Rival Technologies, Inc., a British Columbia corporation (the Company), on Form 10-KSB for the year ending December 31, 2004, as filed with the Securities and Exchange Commission (the Report), I, , 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 the best of 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/ Robin J. Harvey

By:  Robin J. Harvey

President and Chief Financial Officer