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 fiscal year ended December 31, 2005  [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934  for transition period __ to  __  Commission File No. 000-49900  RIVAL TECHNOLOGIES, INC. (Exact name of small business issuer as specified in its charter) Nevada
(State or other jurisdiction
of incorporation or organization43-2114971
(IRS Employer Identification No.)  3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120 (Address of principal executive offices) (Zip Code)  Issuer's telephone number: (888) 989-0584  #200, 100 Park Royal, West Vancouver, British Columbia, Canada V7T 1A2 (Former address)  Securities registered under Section 12(b) of the Exchange Act:  None Securities registered under Section 12(g) of the Exchange Act:  Common Stock  Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [   ]  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 [   ]  No [X] Quarterly reports for periods ended March 31, 2006; June 30, 2006 and September 30, 2006  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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 amendment to this Form 10-KSB. [   ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]   No [X]  State issuer=s revenue for its most recent fiscal year: None  The aggregate market value of the voting and non-voting common equity held by non-affiliates was $19,882,160 as of January 31, 2007.  The number of shares outstanding of the issuer=s common equity as of January 31, 2007 was 46,506,200.  Documents incorporated by reference: None  Transitional Small Business Disclosure Format: Yes [   ] No [X]  1    EXPLANATORY NOTE  Rival Technologies, Inc. changed auditors in April 2006, but the new auditor was unable to complete the Company=s audit in a timely manner and we were unable to obtain the auditor=s report.  We engaged our former auditors and requested that firm to complete the 2005 audit.  We are filing this 10-KSB with the audited financials for the years ended December 31, 2005 and 2004  TABLE OF CONTENTS  PART I Item 1.  Description of Business 3 Item 2.  Description of Property 5 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 5 Item 6.  Management=s Discussion and Analysis or Plan of Operation 7 Item 7.  Financial Statements 8 Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 26 Item 8A.Controls and Procedures 26 Item 8B. Other Information 26  PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act 26 Item 10.  Executive Compensation 27 Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 28 Item 12.  Certain Relationships and Related Transactions 29 Item 13.  Exhibits 29 Item 14.  Principal Accountant Fees and Services 30 Signatures 30   In this report references to Rival Rival Technologies Awe, us, and our refer to Rival Technologies, Inc. and its subsidiaries.  NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS  Except for historical information contained herein, this annual report contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We may make written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission (ASEC@), in press releases, quarterly conference calls or otherwise.  The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements.  These statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.  Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements. Our actual results may differ materially from such statements.  Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this annual report.         2      Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate with the result that there can be no assurance the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded as a representation that the future events, plans, or expectations contemplated will be achieved.  We undertake no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statements based.  Our filings with the SEC may be accessed at the SEC's Web site, www.sec.gov.  PART I  ITEM 1. DESCRIPTION OF BUSINESS  Historical Development  Rival Technologies Inc. was incorporated in the Province of British Columbia, Canada on February 10, 1987 under the name North American Fire Guardian Technologies Inc.  On March 20, 2000, we changed our name to Rival Technologies Inc. (ARival-British Columbia@).  On June 17, 2002, we acquired all the outstanding shares of common stock of Tracker Capital Corp., a Delaware corporation ("Tracker").  On June 25, 2002 our wholly owned subsidiary, Rival Technologies Inc., a Delaware corporation merged with Tracker.  We issued an aggregate of 150,000 shares of Rival-British Columbia common stock and other consideration consisting of cash and payments of certain fees and expenses equal to Cdn $30,000 to Tracker.  Upon effectiveness of the acquisition and merger, Rival-British Columbia elected to become the successor issuer to Tracker for reporting purposes under the Securities Exchange Act of 1934, effective June 28, 2002.  On September 2, 2005, Rival-British Columbia incorporated Rival Technologies, Inc., a Nevada corporation (ARival-Nevada@), as its wholly-owned subsidiary for the sole purpose of changing Rival-British Columbia=s domicile from British Columbia to Nevada.  Pursuant to the Plan of Merger Amalgamation Agreement, dated September 6, 2005, Rival-British Columbia merged with Rival-Nevada.  According to the agreement each issued common shares of Rival-British Columbia remained outstanding and each common share of Rival-Nevada was converted into one common share of the surviving Nevada corporation.  The domicile merger was effective October 28, 2005.  Rival Technologies incorporated TRU Oiltech, Inc, a Nevada corporation (ATRU Oiltech@), on October 31, 2005, for the purpose of acquiring, developing and marketing the TRU Oiltech technology.  On October 31, 2005, Rival Technologies received 6,000,000 shares of TRU Oiltech common stock and the owners of the technology received 4,000,000 shares of TRU Oiltech.  As a result TRU Oiltech is a majority owned subsidiary of Rival Technologies.  On October 31, 2005, Rival Technologies incorporated CWI Technology, Inc., a Nevada corporation, as a wholly-owned subsidiary for the purpose to develop and market the CWI Technology.  Our Business  We are a development stage company engaged in the business of acquiring and developing technologies related to diesel engines and oil and gas.  We are in the initial testing phase of our technologies and have not launched operations for licensing, marketing or production of these technologies.  CWI Technology  In April, 2003, we acquired a diesel engine technology called Continuous Water Injection technology (ACWI technology@) from M.A. Turbo/Engine Ltd. (AM.A. Turbo@).  The CWI technology is designed to reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and provide cleaner operations of diesel engines.  We acquired a 100% interest in the CWI Technology for the automotive transportation industry, and a 20% interest in CWI Technology for the marine industry.  The purchase agreement for the CWI Technology included an option clause to acquire the balance of the marine application.      3    As part of the purchase agreement we 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 the 20% interest in the CWI Technology for the marine industry.  As a result of our decision not to exercise the right to the marine technology, we returned 3,000,000 common shares to the corporate treasury that had been issued for this technology.  Accordingly, we are not required to pay the $100,000 for further development of the marine applications.  In June, 2005, a working prototype of the CWI technology was installed in a Dodge Ram pickup with a 5.9 liter in-line six cylinder, 24-valve turbocharged and inter-cooled Cummins diesel engine.  This engine was chosen because it is widely used in diesel trucks and buses, off-road construction equipment and diesel generators.  We completed initial field testing of this truck version that showed a reduction of nitrogen oxide from 16% to 28% depending on truck speed and road profile, along with a 6% reduction in fuel consumption.  In January, 2006, we completed the installation of the CWI on two locomotives.  Final emission tests of the locomotives remain ongoing.  On July 25, 2005, we entered into a distribution agreement with M.A. Turbo that granted us the exclusive distribution rights to the marine application of CWI Technology in Europe and non-European countries bordering the Mediterranean Sea.  The term of the exclusive license is a period of five years, and M.A. Turbo will receive 50% of any net profit received from sales of the marine CWI Technology.  The market for emission reductions is very competitive with many larger companies offering technologies and products to satisfy environmental clean air laws in Canada and the United States.  We will compete directly with companies that have longer operating histories, more experience, substantially greater financial resources, greater size, more substantial research and development and marketing organizations, established distribution channels and are better situated in the market.  We do not have an established customer base and are likely to encounter a high degree of competition in developing a customer base.  TRU Oiltech Technology  On September 20, 2005, we entered into a purchase agreement with G.A. Constable, Norman L. Carlson and Gerald A. Heelan, the owners of TRU Oiltech technology.  The TRU Oiltech technology is a mild thermal reagent-based upgrading process added to heavy crude oil and oil sands bitumen in order to improve viscosity for transfer in pipeline systems.  Management believes this process could reduce costs for oil producers that transfer millions of barrels of heavy crude each day.  Pursuant to the terms of the purchase agreement, we incorporated TRU Oiltech and transferred the TRU Oiltech technology into TRU Oiltech.  Mr. Constable was appointed Director and President of TRU Oiltech.  Rival Technologies agreed to provide $150,000 in financing to TRU Oiltech to fund research and tests aimed at obtaining a patent and developing a commercially viable process.  As of December 31, 2005, we had provided $50,000 towards this project.  In February 2006 we announced that tests at the Alberta Research Council provided results that showed the TRU Oiltech technology decreased sulfur content 67% and reduced the total acid number 88% for heavy crude oil.  We intend to conduct further tests of this technology and anticipate filing for a provisional patent with the United States Patent and Trademark Office within the next 90 days.  The market for reducing viscosity of oil and oil sands is growing due to the higher demand for fuel.   We will compete directly with larger companies with longer operating histories and greater financial resources with  established distribution channels.  We are likely to encounter a high degree of competition in developing a customer base for this technology.           4    Other Technologies  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.  We paid UTEK 120,000 restricted common shares, valued at $120,000, for services for a period of one year.  The agreement provides for a structure whereby we may acquire additional technologies through the issuance of additional restricted common shares, subject to our further agreement in this regard.  However, this type of agreement may be cancelled by either party with thirty days advance written notice.  Research and Development  During the year ended December 31, 2004, we spent $118,850 for initial testing of the CWI Technology and during the year ended December 31, 2005, we spent an additional $173,607 to continue testing of the CWI Technology, including field testing of this technology.  Patents, Trademarks and Licenses  In May, 2005, we filed a patent application with the United States Patent and Trademark Office for the CWI technology systems and process.  The application is being processed.  Employees  We do not have any employees at this time.  ITEM 2. DESCRIPTION OF PROPERTY  Our principal executive and administrative offices are located at 3155 East Patrick Lane, Suite 1, Las Vegas, Nevada.  We pay approximately $1,000 on a month-to-month basis for secretarial, photocopying, and similar services.  ITEM 3. LEGAL PROCEEDINGS  We are not a party to any proceedings or threatened proceedings as of the date of this filing.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  We have not submitted a matter to a vote of our shareholders during the fourth quarter of the 2005 fiscal year.  PART II  ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  Market Information  During the year ended December 31, 2005, our common stock was listed on the National Association of Securities Dealers (the ANASD@) OTC Bulletin Board under the symbol ARVTI.@  Prior to October 28, 2005, the effective date of our domicile merger, our common stock traded under the symbol ARVTIF@.  In June 2006 our securities were removed from the OTC Bulletin Board and listed on the Pink Sheets.  Our common stock trades on the Berlin Stock Exchange and the Frankfurt Stock Exchange and our Regulation S common stock is traded on the Berlin Stock Exchange.  The following table lists the range for the high and low bid prices of our common stock for each quarter for the years ended December 31, 2004 and 2005 as reported bythe OTC Bulletin Board.  Over-the-counter market bid quotations reflect inter-dealer prices, without retail mark-up, mark-downs or commissions, and may not necessarily represent actual transactions.      5     20042005Quarter endedHighLowHighLowMarch 31$0.35$ 0.15$ 1.55$ 0.46June 301.180.251.740.75September 301.310.651.350.85December 311.200.451.160.70  Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the Apenny stock@ rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  The rule provides that any equity security is considered to be a penny stock unless that security is: · Registered and traded on a national securities exchange meeting specified criteria set by the SEC; · Issued by a registered investment company; or · Excluded from the definition on the basis of share price or the issuer=s net tangible assets.  These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.  Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security.  Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors.  The rules require the broker-dealer to receive the purchaser=s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security.  Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.  Holders  As of June 8, 2006, we had 183 stockholders of record of our common stock, which does not include shareholders of our Regulation S common stock or shareholders who hold shares in Astreet accounts@ of securities brokers.  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.  Recent Sales of Unregistered Securities  The following discussion describes unregistered securities sold by Rival Technologies that have not been previously reported.  We initiated a Regulation S offering of 10,000,000 shares in April, 2004 and during the year ended December 31, 2005, we sold an aggregate of 3,468,058 Regulation S shares of common stock for total net proceeds of $1,573,069. In April, 2004, we transferred 4,000,000 shares to Karsten Behrens, as trustee.  Karsten Behrens will receive a fee equal to 5% of the selling value of the 4,000,000 Regulation S shares and the agent will receive a financing fee equal to 45% of the selling value of the 4,000,000 Regulation S shares.  In September 2005, we transferred an additional 5,000,000 shares to Karsten Behrens and the trustee will receive a fee equal to 3% of the selling value of the 5,000,000 Regulation S shares and the agent will receive a financing fee equal to 38% of the selling value of the 5,000,000 Regulation S shares.  We relied on an exemption from registration provided by Section 903 of Regulation S.  All sales are offshore transactions, with no direct selling in the United States, the shares are restricted securities and cannot be sold to or for the account of a United States citizen without registration or unless an exemption from registration exists.  6     On February 9, 2005, we issued 250,000 shares of Regulation S common stock, valued at $308,945, to Abernathy, Mendelson & Associates for investor relation services.  We relied on an exemption from registration provided by Section 903 of Regulation S.  On March 31, 2005, we issued 5,000 shares of Regulation S common stock to Stefan Huber in consideration for publication services valued at $9,418.  We relied on an exemption from registration provided by Section 903 of Regulation S.  On August 16, 2005, we issued 24,900 shares upon the exercise of share purchase warrants and received proceeds of  $10,464.  We relied on an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.  On August 24, 2005, we issued 500,000 shares of Regulation S common stock to Abernathy, Mendelson & Associates for investor relation services valued at $665,000.  We relied on an exemption from registration provided by Section 903 of Regulation S.  Issuer Purchase of Securities  None.  ITEM 6.  MANAGEMENT=S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  Plan of Operation  We have not recorded revenues from ongoing operations for the past two fiscal years and recorded a comprehensive net loss of $1,483,000 at December 31, 2005.  On that date we had cash and cash equivalents of $713,059 and total current liabilities of $109,801.  We have relied on sales of our Regulation S common stock and other equity transactions to fund our operations.  We anticipate that equity financing will be our primary source of funding for the next twelve months.  We will require additional funding for our operations and to complete testing of the CWI and TRU OilTech technologies.  We are seeking additional financing in the form of equity and debt in order to provide additional working capital to move forward with our business plans; however, we cannot assure you that we will be successful in raising the funds needed.  As a public reporting company, we have the right within the parameters of current federal and state security laws and the rules and regulations of the SEC and the NASD to make additional public offerings in strict compliance with all applicable laws and regulations.  This is seen as a long-term plan to be undertaken if our growth warrants the need for additional capital, and if this need outweighs the dilution that would result from raising this additional capital.  During the next twelve months we do not expect to purchase or sell a plant or equipment, nor do we expect to hire employees.   7    ITEM 7.  FINANCIAL STATEMENTS      RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company)  CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars)   DECEMBER 31, 2005     CONTENTS    Independent Registered Accounting Firm Report 9  Consolidated Balance Sheet 10  Consolidated Statements of Operations and Other Comprehensive Income (Loss) 11  Consolidated Statements of Stockholders= Equity (Deficiency in Assets) 12  Consolidated Statements of Cash Flows 15  Notes to Consolidated Financial Statements 16     8     Dohan and Company
Certified Public Accountants
a professional Association
[logo]7700 North Kendall Drive, 200
Miami, Florida      33156-7578
Telephone        (305)274-1366
Facsimile        (305) 274-1368
E-mail           info@uscpa.com
Internet          www.uscpa.com  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Stockholders and Board of Directors Rival Technologies, Inc. and Subsidiaries (An Development Stage Company) Las Vegas, Nevada  We have audited the accompanying consolidated balance sheets of Rival Technologies, Inc. and Subsidiaries (An Development Stage Company),  (theACompany@) as of December 31, 2005 and 2004, and the related consolidated statements of operations and other comprehensive income and cash flows  for the years then ended, and cumulative amounts from beginning of development stage ( April 1, 2003) to December  31, 2005 and statements of stockholders=equity (deficiency in assets) for the years then ended.  These consolidated financial statements are the responsibility of the Company=s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  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.  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the  Company at December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles  generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has  experienced recurring losses from operations.  In addition, the company has an accumulated deficit of approximately $14,300,354 as of December 31, 2005, which  raises substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ Dohan and Company, CPAs, P.A. Miami, Florida February 2, 2007  [CPS logo]                                                                                                                   [agi logo]  9    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED BALANCE SHEET (Expressed in Canadian dollars) DECEMBER 31,  2005ASSETSCurrentCash and cash equivalents$         713,059Receivables, net3,095Prepaid expenses40,070Deferred income taxes, less valuation allowance of $2,337,253-Total current assets756,224Equipment5,781Intangible property4,000Total assets$         766,005LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS)CurrentAccounts payable$         104,226Promissory note payable5,575Total current liabilities109,801Minority interest in subsidiary(11,552)Commitments (Notes 4 & 5)-Stockholders equity (Deficiency in assets)Common stockAuthorized100,000,000
common shares without par valueIssued and outstanding43,505,792
common shares14,344,504Additional paid-in capital651,544Accumulated other comprehensive loss(27,938)Deficit accumulated during the development stage(7,067,866)Deficit(7,232,488)Total stockholders equity667,756Total liabilities and stockholders equity$         766,005   The accompanying notes are an integral part of these consolidated financial statements.  10    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) (Expressed in Canadian dollars)  Year Ended
December 31, 2005Year Ended
December 31, 2004Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to December 31, 2005EXPENSESAccounting and legal$          88,978$          73,934$         196,957Amortization of beneficial conversion feature31,50051,12282,622Consulting200,490100,951482,031Depreciation1,9641,2723,427Finders fees665,000-665,000Investor relations106,824335,025486,970Office and miscellaneous31,40813,45647,949Management and director fees39,438-39,438Regulatory fees25,27314,77152,605Rent10,0639,08624,427Research and development173,607118,850292,457Stockholder costs7,899-7,899Telephone and utilities4,9293,1329,985Travel and related11,20810,71027,581Website design and maintenance6936002,968Loss before other items(1,399,274)(732,909)(2,422,316)OTHER ITEMSImpairment of intangible property-(35,000)(4,550,000)Interest expense(9,740)(11,144)(21,564)Interest income169-169(9,571)(46,144)(4,571,395)Loss before income taxes and minority interest(1,408,845)(779,053)(6,993,711)Income taxes---Net loss before minority interest(1,408,845)(779,053)(6,993,711)Minority interest15,552-15,552(1,393,293)(779,053)(6,978,159)Other comprehensive income (loss)Foreign exchange gain (loss)(89,707)-(89,707)Comprehensive income (loss) for period$    (1,483,000)$       (779,053)$    (7,067,866)Basic and diluted net loss per common share$             (0.03)$             (0.02)Weighted average number of common shares outstanding basic and diluted42,944,30442,646,668  The accompanying notes are an integral part of these consolidated financial statements.  11


RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS) (Expressed in Canadian Dollars)  Common stockShareAccumulated
OtherDeficit
Accumulated
During theNumberAmountAdditional
Paid-in
CapitalSubscriptions
Received in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitTotalBalance,April 1, 2003(beginning of development stage)6,283,934$       7,008,249$          105,000$                  -$                -$                   -$                       -$      (7,232,488)$          (119,239)Common stock issued for  intangible
property at $0.001 per share, May 200335,000,0004,550,000------4,550,000Common stock issued on exercise
of warrants at $0.15 per share, July 200370,00010,500------10,500Common stock issued for services at
$0.24 per share, August 20031,061,000255,670------255,670Common stock issued for cash at
US$0.20 per share, November 2003168,00045,558------45,558Settlement of accounts payable to an officer
of the Company--54,744-----54,744Share subscriptions received, December 2003---1,948----1,948Loss for the period------(4,805,813)-(4,805,813)Balance, December 31, 200342,582,93411,869,977159,7441,948--(4,805,813)(7,232,488)(6,632)Common stock issued for cash at US$0.25 per share, June 200446,90015,609-(1,948)----13,661Settlement of convertible debentures,
June 200430,00013,729------13,729Beneficial conversion feature of convertible debentures, June 2004--94,300-----94,300Contributed capital on settlement of accounts payable, Jun 2004--7,500-----7,500Common stock issued on exercise
of warrants at US$0.30 per share,
December 2004168,00066,075------66,075Reg S Common stock issued for cashat $0.60, December 2004182,399110,039-----110,039Obligation to issue 250,000 shares of common---------Stock----308,945---308,945Loss for the period------(779,053)-(779,053)Balance, December 31, 200443,010,233$       12,075,429$          261,544$                     -$         308,945$                      -$       (5,584,866)$        (7,232,488)$           (171,436)  The accompanying notes are an integral part of these consolidated financial statements.  12    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS) (Expressed in Canadian Dollars)  Common stockAdditionalShare
SubscriptionsAccumulated
OtherDeficit
Accumulated
During theNumberAmountPaid-in
CapitalReceived in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitTotalContinuedBalance, December 31, 200443,010,233$    12,075,429$           261,544$                        -$          308,945$                      -$       (5,584,866)$       (7,232,488)$          (171,436)Reg S Common stock issued for cash at
$1.40 per share, January 2005405,464567,080------567,080Selling expenses of Reg S stock, January 2005(286,610)------(286,610)Reg S Common stock issued for cash at
$1.74 per share, February 2005574,8501,001,855------1,001,855Selling expenses of Reg S stock, February 2005(507,431)------(507,431)Reg S Common stock issued for services at
$1.24 per share, February 2005250,000308,945--(308,945)----Common stock issued on exercise of warrants
at $0.43 per share, February 200510,0004,345------4,345Reg S Common stock issued for cash at
$1.91 per share, March 2005226,400431,849------431,849Selling expenses of Reg S stock, March 2005(257,767)------(257,767)Reg S Common stock issued for services at
$1.88 per share, March 20055,0009,418------9,418Common stock issued on exercise of warrants
at $0.40 per share, March 20059,9003,984------3,984Common stock issued for services at
$1.00 per share, April 2005120,000120,000------120,000Common stock issued on exercise of warrants
at $0.43 per share, April 20055,0002,135------2,135Common stock returned to treasury and
Cancelled at $0.13 per share, April 2005(3,000,000)(390,000)390,000------Reg S Common stock issued for cash at
$1.64 per share, May 2005177,887291,540------291,540Selling expenses of Reg S stock, May 2005-(148,437)------(148,437)Reg S Common stock issued for cash at
$1.71 per share, June 2005190,500325,242------325,242Selling expenses of Reg S stock, June 2005(168,391)------(168,391)Reg S Common stock issued for cash at
$0.97 per share, July 200524,75223,886------23,886Selling expenses of Reg S stock, July 2005-(12,218)------(12,218)Common stock issued for services at
$1.25 per share, July 200545,00056,250------56,250Balance brought forward42,054,986$       13,451,104$          651,544$                       -$                    -$                       -$        (5,584,866)$       (7,232,488)$         1,285,294  The accompanying notes are an integral part of these consolidated financial statements  13    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS) (Expressed in Canadian Dollars)  Common stockAdditionalShare
SubscriptionsAccumulated
OtherDeficit
Accumulated
During theNumberAmountPaid-in
CapitalReceived in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitTotalContinuedBalance brought forward42,054,986$      13,451,104$         651,544$                    -$                    -$                     -$      (5,584,866)$       (7,232,488)$        1,285,294Reg S Common stock issued for cash at
$0.92 per share, August 2005234,748215,787------215,787Selling expenses of Reg S stock, August 2005(105,764)------(105,764)Reg S Common stock issued for services at
$1.33 per share, August 2005500,000665,000------665,000Reg S Common stock issued for cash at
$1.00 per share, September 2005293,359294,678------294,678Selling expenses of Reg S stock, September 2005-(272,093)------(272,093)Reg S Common stock issued for cash at
$0.90 per share, October 2005153,450138,706------138,706Selling expenses of Reg S stock, October 2005-(97,569)------(97,569)Common stock issued for services at
$1.26 per share, October 200520,00025,184------25,184Reg S Common stock issued for cash at
$0.71 per share, November 2005195,349139,607------139,607Selling expenses of Reg S stock, November 2005(97,922)------(97,922)Reg S Common stock issued for cash at
$0.63 per share, December 200553,90034,203------34,203Selling expenses of Reg S stock, December 2005(46,417)------(46,417)Foreign currency translation adjustments-----(27,938)--(27,938)Loss for the period------(1,483,000)-(1,483,000)Balance, December 31, 200543,505,792$      14,344,504$            651,544$                      -$                    -$           (27,938)$        (7,067,866)$       (7,232,488)$          667,756           The accompanying notes are an integral part of these consolidated financial statements  14


RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars) Year Ended
December 31, 2005Year Ended
December 31, 2004Cumulative Amounts From Beginning of Development Stage (April 1, 2003) to December 31, 2005CASH FLOWS FROM OPERATING ACTIVITIESLoss for period$          (1,393,293)$           (779,053)$           (6,978,159)Adjustments to reconcile net loss to net cash used
in operating activities:Amortization of beneficial conversion feature31,50051,12282,622Depreciation1,9641,2723,427Shares issued for services1,184,797-1,377,147Obligation to issue shares(308,945)308,945-Impairment of intangible property-35,0004,550,000Minority interest(15,552)-(15,552)Changes in assets and liabilities:(Increase) in receivables12,849(8,149)(3,095)(Increase) decrease in prepaid expenses(40,000)63,25023,250Increase (decrease) in accounts payable(39,061)50,14445,184Net cash used in operating activities(565,741)(277,469)(915,176)CASH FLOWS FROM FINANCING ACTIVITIESConvertible debenture(137,637)149,31524,967Promissory note payable--5,575Proceeds from issuance of common stock, net of issue costs1,474,278189,7751,722,059Stock subscriptions received---Net cash provided by financing activities1,336,641339,0901,752,601CASH FLOWS FROM INVESTING ACTIVITIESPurchase of equipment(2,807)(2,590)(9,208)Net cash used in investing activities(2,807)(2,590)(9,208)Effect of exchange rate changes on cash(117,645)-(117,645)Change in cash and cash equivalents during period768,09359,031710,572Cash and cash equivalents, beginning62,6113,5802,487Cash and cash equivalents, ending$                713,059$             62,611$                  713,059Supplemental disclosure with respect to cash flowsInterest paid$                            -$                       -$                              -Income taxes paid---Settlement of accounts payable to an officer of the Company--54,744Shares issued to acquire intangible property-35,0004,550,000Shares issued for services1,184,797-1,440,407Shares issued to settle convertible debenture and accruedinterest payable-13,72913,729Beneficial conversion feature recorded as additional paid-incapital-94,30094,300Shares issued for subscriptions received in advance from a prior year-1,948-Contributed capital on settlement of accounts payable-7,5007,500  The accompanying notes are an integral part of these consolidated financial statements.  15    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    1. OPERATIONS AND GOING CONCERN  Nature of business: Rival is incorporated under the laws of the State of Nevada as a result of its amalgamation and merger between Rival Technologies, Inc. a British Columbia Company (Rival BC) and Rival Technologies, Inc., a Nevada Company.  The Company currently has limited operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises, is considered a Development Stage Enterprise.  The Company was the exclusive licensed manufacturer and distributor worldwide of a brand of fire extinguishants and fire retardant products. The license agreement was terminated December 1999. During the three years ended December 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.  The Company incorporated CWI Technology, Inc. as a wholly-owned subsidiary under the laws of the State of Nevada on October 31, 2005 to develop and market this technology.  The Company incorporated TRU Oiltech, Inc. under the laws of the State of Nevada on October 31, 2005.  On October 31, 2005 the Company acquired a 60% interest in Tru Oiltech, Inc.  The purpose of this majority owned subsidiary is to develop and market the Tru Oiltech technology that is designed to  improve viscosity of heavy crude oil and oil sands.  Going Concern: 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.  2005Working capital (deficiency)$
646,423Deficit accumulated during the development stage(7,067,866)Deficit(7,232,488)
  All amounts are expressed in Canadian dollars except for certain per share amounts denoted in United States dollars (US$).   16    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    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:  Basis of presentation  These consolidated financial statements are presented in Canadian dollars 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., its former subsidiary Tracker Capital Corp. which merged with Rival Technologies (Delaware) Inc. during 2002, its wholly owned subsidiary, CWI Technology, (Nevada) Inc., and its 60% owned subsidiary, Tru Oiltech, (Nevada) Inc. All significant intercompany accounts and transactions have been eliminated.  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   17    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)  Intangible property  Intangible property is recorded at cost and is more fully described in Note 4.  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.  Research and development costs charged to expense was $168,607 and $118,850 for the years ended December 31, 2005 and 2004, respectively.  Income taxes  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards.  Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  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 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.  18    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)  New accounting pronouncements (contd)  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.  In May 2005, FASB issued Statement of Financial Accounting Standards No. 154 Accounting for Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154), which is effective for fiscal years ending after December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.  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.                 19         RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005           3. EQUIPMENT  2005CostAccumulated
AmortizationNet
Book ValueFurniture and equipment$        3,811$        1,494$       2,317Computer equipment5,3971,9333,464$        9,208$        3,427$       5,781  Depreciation expense was $1,964 and $1,272 for the years ended December 31, 2005 and 2004, respectively.  4. INTANGIBLE PROPERTY  The Company is committed to provide M.A. Turbo with $230,000 (unpaid) 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.  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.  On July 25, 2005, the Company acquired the exclusive right to market, sell and distribute a water injection technology for application on the marine/shipping industry (the CWI Marine Technology) in Europe and non-European countries bordering the Mediterranean Sea for a period of 5 years in exchange for 50% of any net profit received from sales of the CWI Marine Technology.  On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech, Inc. and two other businessmen (See Note 5). Under the terms of the agreement, the director and president along with the two other businessmen agreed to sell the TRU Technology to the Company in exchange for 4,000,000 shares valued at .001 per share of a yet to be formed entity, Tru Oiltech, Inc.  Fair value of the shares was determined to be par value as no shares or assets exist prior to this date.  Tru Oiltech, Inc. issued 4,000,000 shares. Fair value of the TRU Technology was negotiated in an arms-length transaction by the parties to be $4,000.  The Company determined that the TRU Technology has an indefinite life, and there was no impairment of value as of December 31, 2005.     20    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005   5. BUSINESS COMBINATION  On September 20, 2005, the Company executed an agreement with the now director and president of Tru Oiltech, Inc. (See Note 4). The agreement provided that the Company be issued 6,000,000 shares of a yet to be formed entity, Tru Oiltech, Inc., valued at .001 per share.   Tru Oiltech, Inc. was incorporated in the state of Nevada on October 31, 2005.  Tru Oiltech, Inc. accordingly issued 6,000,000 to the Company making it a 60% - Majority Shareholder.  Fair value of the shares was determined to be par value as no shares or assets exist prior to this date. The agreement also provides that the Company will provide additional financing of $150,000. As of June 30, 2006 the Company had advanced $119,703 toward that financing.  6. PROMISSORY NOTE PAYABLE  On April 17, 2003, the Company issued a promissory note of $5,575 to a former director of the Company.  The note is unsecured, bears no interest and is payable on demand.  7. CONVERTIBLE DEBENTURES  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 could 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 and paid off in May 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 could 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 and paid off in May 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 could 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 and paid off in May 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 could 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. To date, the Company recognized all of intrinsic value of the beneficial conversion feature in the consolidated statements of operations.      21    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    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. To date, the Company recognized all of intrinsic value of the beneficial conversion feature in the consolidated statements of operations.  In May 2005, the Company settled all outstanding convertible debentures, plus accrued interest, for total a cash payment of $156,556.  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.  On February 9, 2005 the Company issued 250,000 shares of Regulation S common stock to a consultant for investor relation services at $1.24 per share, which approximated the trading price when the shares were issued, for a total value of $308,945.  On March 31, 2005 the Company issued 5,000 shares of Regulation S common stock to an individual for publication services at $1.88 per share, which approximated the trading price when the shares were issued, for a total value of $9,418.  On April 25, 2005, the Company issued 120,000 shares of common stock at $1.00 per share to UTEK Corporation in consideration for services for one year related to a search for technologies at universities and research institutions.   The value of the shares approximated the trading price when the shares were issued.  On July 6, 2005, the Company issued 45,000 shares of common stock to various directors and consultants at $1.25 per share, which approximated the trading price when the shares were issued, for a total value of $56,250. These shares were issued pursuant to an equity incentive plan that the Company has in place.  On August 24, 2005 the Company issued 500,000 shares of Regulation S common stock to a consultant for investor relation services at $1.33 per share, which approximated the trading price when the shares were issued, for a total value of $665,000.  On September 9, 2005, the board of directors resolved to issue and transfer 5,000,000 shares of common stock to a trustee for the sole purpose of selling the shares of common stock. The trustee will receive a trustee fee equal to 3% of the selling value of the shares of common stock. There is no time limit as to when the trustee has to sell the shares of common stock. Any shares of common stock not sold by the trustee will be returned to the Company at its request. Accordingly, those shares of common stock have not been recorded as issued and outstanding on the  22    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    8. COMMON STOCK(contd)  consolidated balance sheet during the period ended December 31, 2005. Effective August 1,2005, the trustee fee was increased to 5% of the selling value of the shares of common stock.  In conjunction with the above, the Company entered into an agreement with a third party for investor relations services whereby the third party is entitled to receive a fee equal to 47% of the selling value of the shares of common stock.  Additionally, the third party is entitled to receive, on a one-time basis only, 250,000 shares of common stock which was delivered upon execution of this agreement dated November 15, 2004. These shares were valued at $1.24 per share for a total value of $308,945. The shares were issued on February 9, 2005. Further, during March and August of 2005, the third party received at total of 505,000 shares of common stock for investor relations services. 5,000 shares were valued at $1.88 per share for a total value of $9,418 and 500,000 shares were valued at $1.33 per share for a total value of $665,000. All issues approximated the trading price when the shares were issued.  This agreement was terminated at the end of July 2005.  Subsequently, the Company engaged a third party for investor relations services whereby the third party receives a fee equal to 43% of the selling value of the shares of common stock.  To date, 3,468,058 shares of common stock had been issued by the trustee for proceeds of $1,573,069 (net of issue costs).  On October 24, 2005, the Company issued 20,000 shares of common stock to a director of Tru Oiltech, Inc. in consideration of engineering services provided the Company. The weighted average of the share price of the Company was $1.26 for the 5 trading days prior to the issuance of the shares.  Consulting expense of $25,184 was recognized as the fair market value of the shares. These shares were issued pursuant to an equity incentive plan that the Company has in place.  Stock options  As at December 31, 2005 and 2004, there were no stock options outstanding.  Share purchase warrants  Share purchase warrant transactions are summarized as follows:  Number of SharesWeighted
Average
Exercise
PriceBalance as at December 31, 2003168,000US$0.30Issued46,900US$0.35Exercised(168,000)(US$0.30)Balance as at December 31, 200446,900US$0.35Issued--Exercised / cancelled(46,900)(US$0.35)Balance as at December 31, 2005--  At December 31, 2005, there were no share purchase warrants were outstanding.  23    RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005   9. INCOME TAXES  A reconciliation of income taxes at statutory rates with the reported taxes is as follows:  20052004Loss before income taxes$   (1,483,000)$      (779,053)Expected income tax recovery$      (519,050)$      (272,669)Non-deductible charges--Unrecognized benefit of operating loss carry-forwards519,050272,669Income tax recovery$                    -$                   -
  Significant components of the Company's deferred tax assets based on statutory tax rates are as follows:  2005Deferred tax asset:Income tax benefit of operating loss carry-forwards$     2,337,253Valuation allowance(2,337,253)Net deferred tax asset$                    -
  The Company has approximately $4,868,624 of operating loss carry-forwards, which expire in various periods beginning in 2003 to 2012. The availability of certain operating loss carry-forwards 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.           24     RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2005    12. STRATEGIC ALLIANCE AGREEMENT  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 unregistered common stock valued at $1.00 per share. The shares vest at 10,000 shares per month. Unvested shares are reflected as prepaid expenses.   13.         AMALGAMATION AGREEMENT  The Company and Rival Technologies, Inc (Rival Nevada) have agreed to amalgamate and merge pursuant to an agreement dated September 6, 2005. Rival Nevada was incorporated in the state of Nevada on September 2, 2005, and was an inactive and wholly-owned subsidiary of the Company at the time of the amalgamation and merger. The provisions of the agreement provide for the company to have its jurisdiction in the State of Nevada. All issued and outstanding shares of the Company shall remain outstanding. The amalgamation took effect on October 14, 2005.                                      25    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  In our current report on Form 8-K, dated April 6, 2006 and filed April 12, 2006, we reported that our independent auditors, Dohan and Company, CPA=s, P.A. declined to stand for re-election.  We engaged Kyle L. Tingle, CPA, LLC to serve as our independent auditors on April 7, 2006.  However, on June 15, 2006, we filed a current report on Form 8-K, dated June 9, 2006, that disclosed that we had dismissed Kyle L. Tingle, CPA, LLC and engaged Dohan and Company, CPA=s, P.A., as our independent auditors.  ITEM 8A.  CONTROLS AND PROCEDURES  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure.  Our Chief Financial Officer who also is our principal executive officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, she concluded that our disclosure controls and procedures were not effective.  Her evaluation identified a weakness in our disclosure controls and procedures with respect to timely gathering of information and processing of that information to allow timely filing of our reports.  Management is taking steps to implement appropriate corrective action including, returning to our former independent accounting firm to complete our year end and interim financial statements.  Management is also establishing accelerated time tables for the gathering and processing of financial and non-financial information required for our reports.  Other than as described above, our Chief Financial Officer determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2005 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.   ITEM 8B. OTHER INFORMATION  None.  PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT  Directors and Executive Officers  Our executive officer and director and her age, term of office and biographical information are set forth below.  Our bylaws require at least one director to serve until she is replaced by a qualified director.  Messers. Piero D. Guglielmi and Elio Guglielmi resigned as directors on December 1, 2005, to pursue other interests.  Our executive officers are chosen by our Board of Directors and serve at its discretion.  NameAgePosition HeldDirector SinceRobin J. Harvey48President, Chief Financial OfficerDecember 2003Secretary/Treasurer and Director  Ms. Robin J. Harvey has been a director and officer of Rival Technologies since December 2003.  During 2001 she was appointed President of Mytravelguide.com, Inc., a reporting company trading on the NASD OTC Bulletin Board.  She resigned from that position in September 2001 due to the merger and change of control of that company. Ms. Harvey has over 10 years experience in sales and marketing and has worked for AVIS Rent a Car and Club Med Sales.  Her duties included establishing new business, territory management and development and expansion of Aon-line@ marketing relationships, as well as promotional development, operational budgets, media buying and planning for the region.     26    Audit Committee Financial Expert  We do not have an audit committee financial expert serving on an audit committee. Because we have minimal operations we do not have an audit committee serving at this time.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.  Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file and provide written representation that no Form 5 is required.  Based upon a review of these forms furnished to us during the fiscal year ended December 31, 2005, we believe Ms. Harvey filed late three Forms 4 related to three transactions, and Rockridge Capital Corp. filed late one Form 3, and two Forms 4 related to two transactions.  Pierio Guglielmi failed to file one Form 4 related to one transaction.  Code of Ethics  Due to the fact that we have only one officer and director and minimal operations, we have not adopted a code of ethics for our principal executive and financial officers.  Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate.  In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.  ITEM 10. EXECUTIVE COMPENSATION  The following table shows the compensation paid to our named executive officers in all capacities during the past three fiscal years.  SUMMARY COMPENSATION TABLE   AnnualAllName andCompensationOtherPrincipal PositionYearSalaryCompensationRobin J. Harvey2005$ 6,000$ 10,100(1)President , CFO200400Sec./Treas.200300Piero D. Guglielmi2005$0$ 10,100(1)Former Secretary200400200300  (1) Represents the value of 10,000 common shares.  Compensation of Directors  We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.  We granted 10,000 common shares valued at $10,100, or $1.01 per share to Piero D. Guglielmi under our 2005 Equity Incentive Plan for his services rendered as a director.  27      ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  Securities Under Equity Compensation Plans  The following table lists the securities authorized for issuance under any equity compensation plans approved by our shareholders and any equity compensation plans not approved by our shareholders as of December 31, 2005.   EQUITY COMPENSATION PLAN INFORMATION  Plan categoryNumber of securities
to be issued upon exercise of
outstanding options, warrants and rightsWeighted-average exercise price of outstanding
options, warrants
and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(a)(b)(c)Equity compensation plans approved by security holders0$   0.000Equity compensation plans not approved by security holders004,935,000Total0$   0.004,935,000  2005 Equity Incentive Plan  On June 1, 2005, our board of directors adopted  "The 2005 Equity Incentive Plan of Rival Technologies, Inc." (the "Plan").  The purpose of the Plan is to aid the company in maintaining and continuing its development of a quality management team, in attracting qualified employees, consultants, and advisors who can contribute to our future success, and in providing such individuals with an incentive to use their best efforts to promote our growth and profitability.  Pursuant to the Plan, the Board may authorize the issuance of stock or options to purchase stock up to an aggregate of five million (5,000,000) shares of our common stock over a maximum of a five year period, although the Board may shorten this period.  Any options granted under the Plan are "non-qualified" stock options.  The Board shall determine which employees are eligible to receive shares or options under the Plan.  The term "Employee" includes any employee, director, officer, or consultant or advisor of the company or any of its subsidiaries, provided that bona fide services are rendered by consultants and advisors and such services are not rendered in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for our common stock.  On June 30, 2005, we filed a registration statement on Form S-8 (Registration No. 333-126241) which registered the 5,000,000 common shares to be issued under the Plan.  As of December 31, 2005, our Board has granted 65,000 common shares to five consultants and advisors pursuant to the Plan.  Beneficial Ownership  The following table sets forth the beneficial ownership of our outstanding common stock of each person or group known by us to own beneficially 5% or more of our outstanding common stock and ownership of our management.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Except as indicated by footnote, the persons named in the table below   28      have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them.  The percentage of beneficial ownership is based on 46,506,200 shares of common stock outstanding as of January 31, 2007.  CERTAIN BENEFICIAL OWNERS  Name and Address ofNumber of Shares ofBeneficial OwnersCommon StockPercentage of ClassRockridge Capital Corp.21,640,00046.5%1 Beim AntonskraizBridel 8116, Luxembourg   MANAGEMENT  Name and Address ofNumber of SharesBeneficial OwnersCommon StockPercentage of ClassRobin J. Harvey3,500Less than 1%3155 East Patrick Lane, Suite 1Las Vegas, NV 89120    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  We have not engaged in any transactions in excess of $60,000 during the past two years involving our executive officers, directors, 5% or more stockholders or immediate family members of such persons.  ITEM 13. EXHIBITS  No. Description 1.1 Trust Declaration between Rival Technologies and Karsten Behrens., dated April 21, 2004 (Incorporated by reference to exhibit 1.1to Form 10-QSB filed November 21, 2005) 1.2 Trust Declaration between Rival Technologies and Karsten Behrens., dated September 14, 2005 (Incorporated by reference to exhibit 1.2 to Form 10-QSB filed November 21, 2005) 2.1 Plan of Merger Amalgamation Agreement, dated September 6, 2005 (Incorporated by reference to exhibit 2.1 to Form 8-K, filed October 31, 2005) 3.1 Articles of Incorporation of Rival Technologies, Inc. (Incorporated by reference to exhibit 3.1 to Form 8-K, filed October 31, 2005) 3.2 Articles of Merger, dated September 6, 2005 (Incorporated by reference to exhibit 3.2 to Form 8-K, filed October 31, 2005) 3.3 Bylaws of Rival Technologies, Inc.(Incorporated by reference to exhibit 3.3 to Form 8-K, filed October 31, 2005) 4.1 The 2005 Stock Equity Incentive Plan of Rival Technologies Inc. (Incorporated by reference to exhibit 4.1 to Form S-8, filed June 30, 2005) 10.1 Financing Agreement between Rival Technologies and Abernathy, Mendelson & Associates, Ld (Incorporated by reference to exhibit 10.2 to Form 10-KSB, as amended, filed April 15, 2005) 10.2 Strategic Alliance Agreement between Rival Technologies and UTEK, dated April 25, 2005 (Incorporated by reference to exhibit 10.2 to Form 10-QSB filed November 21, 2005) 10.3 Distribution Agreement between Rival Technologies and M.A. Turbo/Engine Ltd., dated July 15, 2005 (Incorporated by reference to exhibit 10.3 to Form 10-QSB filed November 21, 2005) 10.4 Purchase Agreement between Rival Technologies and the owners of TRU Technology, dated September 20, 2005 (Incorporated by reference to exhibit 10.4 of Form 10-QSB, filed November 21, 2005)   29     21.1 Subsidiaries of Rival Technologies 31.1 Principal Executive Officer Certification 31.2 Chief Financial Officer Certification 32.1 Section 1350 Certification  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES  Accountant Fees  The following table presents the aggregate fees billed or accrued for each of the last two fiscal years by our principal accountants, Dohan & Company, CPA=s PA, in connection with the audit of our financial statements and other professional services rendered by that firm.   20052004Audit fees$       22,495$              21,808Audit-related fees00Taxes00All other fees$                0$                       0  Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.  Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.  Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.  Audit Committee Pre-approval Policies  We do not have an audit committee currently serving, and as a result, our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.  SIGNATURES   In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Date: February 1, 2007 RIVAL TECHNOLOGIES, INC.    By:  /s/ Robin J. Harvey Robin J. Harvey President, CFO, Secretary/Treasurer and Director  30