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, 2006  [  ] 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
(Address of principal executive offices)89120
(Zip Code)  Issuer's telephone number: (866) 694-2803  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]  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 number of shares outstanding of the issuers common equity as of June 18, 2007 was 46,608,628 shares.  The aggregate market value of the 33,355,121 voting and non-voting common equity held by non-affiliates was $26,684,102 as of June 18, 2007.  Documents incorporated by reference: None  Transitional Small Business Disclosure Format: Yes [   ] No [X]  1      EXPLANATORY NOTE  This annual report on Form 10-KSB has been amended to include the corrected report of the independent registered accounting firm for the years ended December 31, 2006 and 2005.  In preparing the initial Form 10-KSB for filing, a clerical error was made by the preparer and the first paragraph of the report of the independent registered accounting firm contained incorrect dates. 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 27 Item 8A. Controls and Procedures 27 Item 8B. Other Information 27  PART III Item 9.    Directors, Executive Officers, Promoters and Control Persons, compliance with Section 16(a) of the Exchange Act 27 Item 10.  Executive Compensation 28 Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters29 Item 12.  Certain Relationships and Related Transactions, and Director Independence 30 Item 13.  Exhibits 30 Item 14.  Principal Accountant Fees and Services 31 Signatures 32  In this report references to Rival Rival Technologies we, 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 (SEC), in press releases, quarterly conference calls or otherwise.  The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements.  These statements reflect our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.  Forward-looking statements involve risks and uncertainties and readers are cautioned not to place undue reliance on forward-looking statements. Our actual results may differ materially from such statements.  Factors that cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this annual report.  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.  2      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. (Rival-British Columbia).   On September 2, 2005, Rival-British Columbia incorporated Rival Technologies, Inc., a Nevada corporation (Rival-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.  The domicile merger was effective October 28, 2005.  On October 31, 2005, Rival Technologies incorporated CWI Technology, Inc., a Nevada corporation, as a wholly-owned subsidiary for the purpose of developing and marketing the CWI Technology, described below.  Rival Technologies incorporated TRU Oiltech, Inc, a Nevada corporation (TRU Oiltech), on October 31, 2005, for the purpose of acquiring, developing and marketing the TRU Oiltech technology, described below.  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 TRU Oiltech shares.  As a result TRU Oiltech is a majority-owned subsidiary of Rival Technologies.  Our Business  We are a holding company operating on a consolidated basis with our wholly-owned subsidiary, CWI Technology, Inc. and our majority-owned subsidiary, TRU Oiltech, Inc.  These subsidiaries are development stage companies engaged in the business of developing the technologies they own into commercially viable products.  Our subsidiaries are in the process of obtaining patents for their technologies and intend to license and market their technologies in the future.  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 (TRU technology).  The TRU 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.  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 financing to TRU Oiltech to fund research and tests aimed at obtaining a patent and developing a commercially viable process.  The TRU technology is an additive reagent that is a distillable, recyclable, heavy oil catalyst cracker.  A catalyst cracker is the mechanism used to break down hydrogen-carbon atoms in feed stock, like heavy crude oil and oil sands bitumen, and converts the feed stock into medium crude oil.  The additive is combined with heavy crude oil, then the mixture is heated and distilled to form a lower density, lower acidic, ash-free distillate.  Crude oil is considered heavy if it has API gravity from 10-20 or viscosity from 100 to 10,000 centipoises at original reservoir temperature.  The TRU reagent transforms heavy oil feedstock to metal free, lower sulphur medium crude oil.  In February, 2006, we announced that tests provided results that showed the TRU technology decreased sulfur content 67% and reduced the total acid number 88% for heavy crude oil.  We conducted testing in November and December of 2006 and the results in January, 2007, showed that the TRU technology process: $ Increased API gravity 201%, $ Reduced viscosity of the distillate 99.9%, $ Reduced acid of the distillate 88%, and $ Reduced olefin content of the distillate.    3      In June, 2006, TRU Oiltech filed a United States provisional patent related to the viscosity improvement and sulfur reduction characteristics of this technology.  TRU Oiltech ran a series of tests to establish the applications for the technology with the intent to expand its ability to attract customers.  It completed tests required to produce a complete mass balance of all gas, liquid and solid outputs from the upgrading of oil sand bitumen using our proprietary additive.  These tests were used in conjunction with the filing of our patent application.  Management believes this process could reduce costs for oil producers that transfer millions of barrels of heavy crude each day.  Generally, adding diluent or condensates to heavier oils represents 30% of the total cost per barrel of blended heavy oils.  The TRU technology process may potentially reduce this cost by $5 to $10 per barrel, and, as licensor of the technology, we anticipate receiving a fee of $1 to $2 per barrel.  The prime market for this technology is heavy oil reserves estimated at 1.2 trillion barrels located in Venezuelas Orinoco heavy oil belt.  Our strategy is to license the process to Tier 1 producers in exchange for a capacity license fee and royalty payments.  In February, 2007, Rival entered into a joint venture agreement with Current Technology, Inc., a third party, to commercialize the TRU technology to process heavy oil from Venezuela.  On February 23, 2007, Rival and TRU Oiltech entered into a joint venture agreement with Harrison Kramer Corp. that entitled the joint venture partner a 25% interest and exclusive right to exploit the TRU technology in Venezuela until March 21, 2008.  Our strategy for 2007 is to $ obtain a patent for this technology, $ enter into one or more partnerships with major oil producers, and $ continue ongoing testing aimed at optimizing the formulas value.  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.  CWI Technology  In April, 2003, we acquired a diesel engine technology called Continuous Water Injection technology (CWI technology) from M.A. Turbo/Engine Ltd. (M.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 of this technology.  We also committed to providing M.A. Turbo with funding to develop and market the CWI Technology for the automotive transportation industry and the marine industry.  However, in April, 2005, we decided not to exercise our right to acquire the 20% interest in the CWI Technology for the marine industry.  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.  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.  In September, 2006, we announced that CWI Technology had entered into a commercial contract with Neptune Bulk Terminals, which operates switching locomotives in Vancouver, British Columbia.  We anticipate that the CWI Technology will be installed on a locomotive equipped with a two-stroke naturally aspirated EMD-645 engine (1,500 HP).  4       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.  Research and Development  During the year ended December 31, 2006 we spent $189,589 for research and development related to testing of our CWI technology and the TRU Oiltech technology.  During the year ended December 31, 2005, we spent $107,607 for research and development to continue testing of the CWI Technology, including field testing of this technology.  We anticipate that we will continue to record research and development expense as we continue testing our technologies.  Patents, Trademarks and Licenses  In May, 2005, Rival filed a patent application with the United States Patent and Trademark Office for the CWI technology systems and process.  On January 26, 2007, the United States Patent and Trademark Office allowed the CWI technology patent titled, Emission Control Water Injection System for Diesel Engines.  In April, 2006, a patent application with the United States Patent and Trademark Office for the TRU Oiltech technology systems and process was filed.  The application was followed with a PCT Patent Application, giving international protection in other countries, to be chosen at a later date by TRU Oiltech.  The application is being processed.  On April 11, 2007, TRU Oiltech filed with the United States Patent and Trademark Office a patent application titled, Method of Upgrading Heavy Crude Oil.  Employees  Rival does not have any employees at this time.  ITEM 2. DESCRIPTION OF PROPERTY  Rivals principal executive and administrative offices are located at 3155 East Patrick Lane, Suite 1, Las Vegas, Nevada.  We pay approximately $1,000 on a month-to-month basis for secretarial, photocopying, and similar services.  ITEM 3. LEGAL PROCEEDINGS  We are not a party to any proceedings or threatened proceedings as of the date of this filing.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  We have not submitted a matter to a vote of our shareholders during the fourth quarter of the 2006 fiscal year.  PART II  ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  Market Information  During the year ended December 31, 2005, our common stock was listed on the National Association of Securities Dealers (the NASD) OTC Bulletin Board under the symbol RVTI.  In June 2006 we received notice that our securities were no longer eligible to be listed on the OTC Bulletin Board.  As of the date of this filing our securities  5      are listed on the Pink Sheets, LLC.  Our common stock trades on the Berlin Stock Exchange and the Frankfurt Stock Exchange and our Regulation S common stock is traded on the Berlin Stock Exchange.  The following table lists the range for the high and low bid prices of our common stock for each quarter for the years ended December 31, 2006 and 2005, as reported by the OTC Bulletin Board and Pink Sheets, LLC.  Over-the-counter market bid quotations reflect inter-dealer prices, without retail mark-up, mark-downs or commissions, and may not necessarily represent actual transactions.  20062005Quarter endedHighLowHighLowMarch 31$ 0.86$0.42$1.55$ 0.46June 300.710.311.740.75September 300.710.481.350.85December 310.870.561.160.70  Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the penny 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 18, 2007, we had 188 stockholders of record of our common stock, which does not include shareholders of our Regulation S common stock or shareholders who hold shares in street 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.           6      Recent Sales of Unregistered Securities  None.  Issuer Purchase of Securities  None.  ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  Executive Overview  We have not recorded consolidated revenue from ongoing operations for the past two years and have relied on equity transactions to fund development of our subsidiaries business plans.  We anticipate that equity financings will be our primary source of funding for the next twelve months.  Our challenge for the next twelve months will be to obtain financing to develop our subsidiaries technologies to a commercially viable application and then market them to customers.  However, our subsidiaries may be unable to develop each technology to a point where it satisfies the needs of the market.  In that case our subsidiaries may have to research and develop other applications or we may need to abandon our business plans.  Plan of Operation  Our auditors have expressed an opinion that our continued existence is dependent upon our ability to raise substantial capital, maintain adequate financing arrangements and to generate profitable operations in the future.  As a result of equity financing, our consolidated cash position at December 31, 2006, was $405,676, and we had working capital of $316,236. Management believes that equity funding will provide cash for operations for the next twelve months and we are actively raising funds through equity transactions to proceed with the development of the technologies our subsidiaries own.  Rival Technologies agreed to provide $150,000 in financing to TRU Oiltech to fund research and tests aimed at obtaining a patent and developing a commercially viable process and as of December 31, 2006, we had provided $220,577 towards this project.  In addition, we committed to provide M.A. Turbo with $230,000 in development and marketing funds to complete the CWI Technology 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.  During the past two years we relied on sales of our common stock for cash.  As of May, 2006, we had sold an aggregate of 6,543,394 shares in a Regulation S offering and realized gross proceeds of $2,805,782.  Regulation S provides for the offers and sales of restricted securities outside of the United States.  These securities are not registered under the Securities Act of 1933 and cannot be offered or sold in the United States unless registered under the Securities Act or an exemption from registration is available.  During 2006 we spent $189,589 on research and development and during 2005 we spent $107,607 on the development of our technologies.  We anticipate that we will have research and development expense in future periods as our subsidiaries further develop their technologies.  We do not anticipate hiring employees in the short term, but this action will be based upon the success of our subsidiaries technology development.      7      ITEM 7.  FINANCIAL STATEMENTS      RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company)  CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars)  DECEMBER 31, 2006     CONTENTS


Report of Independent Registered Accounting Firm 9  Consolidated Balance Sheet 11  Consolidated Statements of Operations and Other Comprehensive Income (Loss) 12  Consolidated Statements of Stockholders Equity (Deficiency in Assets) 13  Consolidated Statements of Cash Flows 17  Notes to Consolidated Financial Statements 18


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 (A Development Stage Company) Las Vegas, Nevada  We have audited the accompanying consolidated balance sheets of Rival Technologies, Inc. and Subsidiaries (A Development Stage Company), (the Company) as of December 31, 2006 and 2005, and the related consolidated statements of operations and other comprehensive income (loss) and cash flows for the years then ended, and cumulative amounts from beginning of development stage (April 1, 2003) to December 31, 2006 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 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, 2006 and 2005, 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.  [CPS logo] [agi logo]   9      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 $14,907,764 as of December 31, 2006, 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 June 14, 2007      10


RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED BALANCE SHEET (Expressed in Canadian dollars) December 31, 2006  ASSETSCurrentCash and cash equivalents$         405,676Receivables, net15,241Prepaid expenses1,340Deferred income taxes, less valuation allowance of $2,596,962-Total current assets422,257Equipment, net3,747Intangible property4,000Total assets$          430,004LIABILITIES AND STOCKHOLDERS EQUITYCurrentAccounts payable$            95,946Related party payable4,500Promissory note payable5,575Total current liabilities106,021Commitments and contingencies(Notes 4 & 5)-Minority interest in subsidiary(79,992)(79,992)Stockholders equityCommon stockAuthorized100,000,000 common shares without par valueIssued and outstanding46,608,628- common shares14,611,620Additional paid-in capital651,544Accumulated other comprehensive income48,575Deficit accumulated during the development stage(7,675,276)Deficit(7,232,488)Total stockholders equity403,975Total liabilities and stockholders equity$          430,004  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 OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) (Expressed in Canadian dollars)  Year Ended
December 31,
2006Year Ended
December 31,
2005Cumulative
Amounts From
Beginning of
Development
Stage
(April 1, 2003)
to December 31,
2006EXPENSESAccounting and legal$                      72,565$                      88,978$                    269,523Amortization of beneficial conversion feature-31,50082,622Conference9,010-9,010Consulting175,314200,490657,345Depreciation2,0341,9645,460Finders fees-665,000665,000Investor relations106,687106,824593,657Office and miscellaneous16,25431,40864,203Management and director fees9,71539,43849,153Regulatory fees13,28325,27365,888Rent11,04010,06335,467Research and development189,589173,607482,046Stockholder costs-7,8997,899Telephone and utilities5,1814,92915,166Travel and related18,67611,20846,257Website design and maintenance6,7606939,728Loss before other items(636,108)(1,399,274)(3,058,424)OTHER ITEMSImpairment of intangible property--(4,550,000)Write off payable23,617-23,617Interest expense-(9,740)(21,564)Interest income30316947223,920(9,571)(4,547,475)Loss before income taxes and minority interest(612,188)(1,408,845)(7,605,899)Provision for income taxes---Net loss before minority interest(612,188)(1,408,845)(7,605,899)Minority interest68,44015,55283,992Net loss(543,748)(1,393,293)(7,521,907)Other comprehensive income (loss)Foreign exchange loss(63,662)(89,707)(153,369)Comprehensive loss for the year$                  (607,410)$              (1,483,000)$               (7,675,276)Basic and diluted net loss per common share$                       (0.01)$                      (0.03)Weighted average number of common sharesOutstanding  basic diluted45,836,58242,944,304  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 ASSESTS) (Expressed in Canadian Dollars)  Common stockShare
SubscriptionsDeficit
Accumulated
During theTotalNumber
(as restated Note
13)Amount
(as restated Note
13)Additional
Paid-in
CapitalReceived in
Advance
(as restated Note
13)Obligation to
Issue Shares
(as restated Note
13)Accumulated
Other Comprehensive
IncomeDevelopment
Stage
(as restated Note
13)DeficitStockholders
Equity
(as restated Note
13)Balance,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$0.30 per share,
December 2004168,00066,075------66,075Common stock issued, net of issuecosts, December 2004182,399110,039------110,039Obligation to issue 250,000 shares of common---------stock----308,945---308,945Loss for the period------(779,053)-(779,053)Balance, December 31, 200443,010,233$
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.


13





RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY IN ASSESTS) (Expressed in Canadian Dollars) Common stockAdditionalShare
SubscriptionsAccumulated
OtherDeficit
Accumulated
During theTotalNumberAmountPaid-in
CapitalReceived in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitShareholders
EquityContinuedBalance, 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
$1.25 per share, July 200545,00056,250------56,250Balance carried forward42,054,986$
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


14





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 theTotalNumberAmountPaid-in
CapitalReceived in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitShareholders
EquityContinuedBalance 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, 200543,505,79214,344,504651,544--(27,938)(7,067,866)(7,232,488)667,756Reg S Common stock issued for cash at
$0.54 per share, January 2006177,70095,600------95,600Selling expenses of Reg S stock, January 2006(47,108)------(47,108)Reg S Common stock issued for cash at
$0.42 per share, February 2006332,197139,300------139,300Selling expenses of Reg S stock, February 2006(69,318)------(69,318)Reg S Common stock issued for cash at
$0.42 per share, March 20061,212,080506,372------506,372Selling expenses of Reg S stock, March 2006(429,487)------(429,487)Balance carried forward45,227,769$
14,539,863$
651,544$
-$
-$
(27,938)$
(7,067,866)$
(7,232,488)$
863,115  The accompanying notes are an integral part of these consolidated financial statements


15





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 theTotalNumberAmountPaid-in
CapitalReceived in
AdvanceObligation to
Issue SharesComprehensive
IncomeDevelopment
StageDeficitShareholders
EquityContinuedBalance brought forward45,227,769$
14,539,863$
651,544$
-$
-$
(27,938)$
(7,067,866)$
(7,232,488)$
863,115Reg S Common stock issued for cash at
$0.39 per share, April 2006812,433319,060------319,060Selling expenses of Reg S stock, April 2006(286,595)------(286,595)Reg S Common stock issued for cash at
$0.25 per share, May 2006540,926134,619------134,619Selling expenses of Reg S stock, May 2006(113,877)------(113,877)Common stock issued for services at
$0.75 per share, July 200610,0007,500------7,500Common stock issued for services at
$0.56 per share, August 200612,5007,000------7,000Common stock issued for services at
$0.81 per share, Octobert 20065,0004,050------4,050Foreign currency translation adjustments-----76,513--76,513Loss for the year------(607,410)-(607,410)Balance, December 31, 200646,608,628$
14,611,620$
651,544$
-$
-$
48,575$
(7,675,276)$
(7,232,488)$
403,975                   The accompanying notes are an integral part of these consolidated financial statements


16


RIVAL TECHNOLOGIES INC. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian dollars) Year Ended
December 31,
2006Year Ended
December 31,
2005Cumulative
Amounts From
Beginning of
Development
Stage (April 1,
2003) to
December 31,
2006CASH FLOWS FROM OPERATING ACTIVITIESLoss for period$                (543,748)$       (1,393,293)$         (7,521,907)Adjustments to reconcile net loss to
net cash used in operating activities:Amortization of beneficial conversion feature-31,50082,622Depreciation2,0341,9645,461Shares issued for services18,550875,8521,395,697Impairment of intangible property--4,550,000Minority interest(68,440)(15,552)(83,992)Changes in assets and liabilities:(Increase) decrease in receivables(12,146)12,849(15,241)(Increase) decrease in prepaid exp.38,730(40,000)61,980(Decrease) in accounts payable(3,780)(39,061)41,404Net cash used in operating activities(568,800)(565,741)(1,483,976)CASH FLOWS FROM FINANCING ACTIVITIESConvertible debenture-(137,637)24,967Promissory note payable--5,575Proceeds from issuance of common
stock, net of issue costs248,5661,474,2781,970,625Net cash provided by financing activities248,5661,336,6412,001,167CASH FLOWS FROM INVESTING ACTIVITIESPurchase of equipment-(2,807)(9,208)Net cash used in investing activities-(2,807)(9,208)Effect of exchange rate changes on cash12,851(117,645)(104,794)Change in cash and cash equivalents during period(307,383)650,448403,189Cash and cash equivalents, beginning713,05962,6112,487Cash and cash equivalents, ending$                 405,676$             713,059$              405,676Supplemental 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--4,550,000Shares issued for services18,550875,8521,395,697Shares issued to settle convertible debenture and accrued interest payable--13,729Beneficial conversion feature recorded as additional paid in capital--94,300Contributed capital on settlement of accounts payable$                            -$                        -$                  7,500 The accompanying notes are an integral part of these consolidated financial statements.


17


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   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.  Tru Oiltech, Inc. was organized on September 20, 2005, under the laws of the State of Nevada. The Company currently has limited operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises, is considered a Development Stage Enterprise.  The Company was the exclusive licensed manufacturer and distributor worldwide of a brand of fire extinguishants and fire retardant products. The license agreement was terminated December 1999. During the three years ended December, 2002, all sales were made to customers in North America. The Company does not expect any further sales of these products and has abandoned this business effective the three-month period beginning April 1, 2003.  During the period beginning April 1, 2003, the Company acquired a new technology for reducing diesel emissions and will now focus on developing and marketing this technology.  On October 31, 2005, Rival Technologies incorporated TRU Oiltech, Inc, a Nevada corporation (TRU Oiltech) 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.  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.  December 31, 2006Working capital$                 316,236Deficit accumulated during the development stage(7,675,276)Deficit(7,232,488)
  All amounts are expressed in Canadian dollars except for certain per share amounts denoted in United States dollars (US$).


18


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   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.  Concentrations  Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents.  The Company places its cash and cash equivalents at well known quality financial institutions. At times, such cash and investments may be in excess of government insurance limits.  Credit Suisse insures CHF 30,000 of funds for the bank accounts that the Company has with Credit Suisse.  Receivables, net  Account receivables represented Canadian Goods and Services Receivable which the Company intends to cover in the near future.  There were no outstanding of any related party receivables at the end of the year.


19


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)  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  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. Research and development costs charged to expenses were $189,589 and $173,607 for the years ended December 31, 2006 and 2005, respectively.  There are no significant agreements relating to research and development expenditures.  Income taxes  Income taxes are computed under the provisions of the financial accounting and standards Board (FASB) Statement No. 109 (SFAS 109) Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expenses (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.  In periods where losses are reported the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.


20


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)  New accounting pronouncements  In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS 133 and 140. This statement establishes, among other things, the accounting for certain derivatives embedded in other financial instruments, which are referred to as hybrid financial instruments. The statement simplifies accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instruments that contain an embedded derivative that otherwise would require bifurcation. The statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006.  The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Companys financial condition, results of operations or cash flows.  In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of SFAS 140. This statement establishes, among other things, the accounting for all separately recognized servicing assets and liabilities. This statement amends SFAS No. 140 to require that all separately recognized servicing assets and liabilities be initially measured at fair value. An entity that uses derivative instruments to mitigate the risk inherent in servicing assets and liabilities may carry servicing assets and liabilities at fair value. The statement is effective at the beginning of an entitys first fiscal year that begins after September 15, 2006 or January 1, 2007 The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Companys financial condition, results of operations or cash flows.  In September 2006, FASB issued Statement of Financial Accounting Standards No. 157 (SFAS 157) Fair Value Measurements. SFAS 157 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.   The provisions of SFAS 157 will be effective for the Company beginning January 1, 2007.  The Company is in the process of determining the effect, if any, the adoption of SFAS 157 will have on its financial statements.   SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, requires an employer with publicly traded equity securities to recognize the funded status of a benefit plan and the related disclosure requirements. The Company has reviewed this new pronouncement and does not think this is applicable to the Company and does not anticipate that this statement will have a material impact to the Companys financial condition, results of operations or cash flows.  Comparative figures  Certain comparative figures have been reclassified in the prior year financial statements to conform with the presentation adopted in the current year.


21


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006          3. EQUIPMENT  December 31,
2006CostAccumulated
AmortizationNet
Book ValueFurniture and equipment$ 3,811$ 2,073$1,738Computer equipment5,3973,3882,009$ 9,208$ 5,461$3,747  Depreciation expense was $2,034 and $1,964 for the year ended December 31, 2006 and 2005, 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 had not incurred any costs related to these commitments.  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 five 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 of Tru Oiltech, Inc. valued at .001 per share.  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 arms-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, 2006.  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 purpose of the business combination was to acquire a majority interest in the new technology for reducing diesel emissions (See Note 1).  The agreement provides that the Company be issued 6,000,000 shares of Tru Oiltech, Inc. valued at .001 per share. Fair value of the shares was determined to be par value as no shares or assets exist prior to this date. Tru Oiltech, Inc. according issued 6,000,000 to the Company making it a 60% - Majority Shareholder. The agreement also provides that the Company will provide additional financing of $150,000.  As of December 31, 2006 the Company had advanced $220,577 toward that financing.


22


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006  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, non-interest bearing and payable on demand.  The Company intends to redeem the promissory note in the near future. Consequently, it is classified as current liability in the balance sheet.  7. COMMON STOCK  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 consolidated balance sheet during the year ended December 31, 2006. 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 a 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, 6,543,394 shares of common stock had been issued by the trustee for proceeds of $2,805,782 (net of issue costs).  On July 6, 2005, the Company issued 45,000 shares of common stock to various directors and consultants at $1.25 per share for a total value of $56,250 which approximated the trading price when the shares were issued. These shares were issued pursuant to an equity incentive plan that the Company has in place.  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 $1.2592 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.  On July 12, 2006, the Company issued 10,000 shares at $0.75 per share to a director in lieu of services.  Shares are issued as per S-8 and Director and Form 4 Insider Filing was filed. On August 3, 2006, the Company issued 12,500 shares at $0.56 per share to a consultant in lieu of services.  Shares are issued as per S-8.  On October 26, 2006, the Company issued 5,000 shares at $0.81 per share to a consultant in lieu of services.  Shares are issued as per S-8. Reg S shareholders have the same voting and dividend rights as Common shareholders, being one vote per share present at any shareholder meeting of the Company.  The Company does not intend to issue dividends at this time.


23


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   7. COMMON STOCK (contd)  Stock options  As at December 31, 2006, there were no stock options outstanding.  8. RELATED PARTY PAYABLE  As at December 31, 2006, there was an outstanding amount of $4,500 that owed to a officer of the Company.   9. INCOME TAXES  A reconciliation of income taxes at statutory rates with the reported taxes is as follows:  December 31,
2006December 31,
2005Loss before income taxes$     (543,748)$   (1,393,293)Expected income tax recovery$     (190,312)$      (487,653)Non-deductible charges--Unrecognized benefit of operating loss carry forwards190,312487,653Income tax recovery$                 -$                   -  Significant components of the Company's deferred tax assets based on statutory tax rates are as follows:  December 31,
2006Deferred tax asset:Income tax benefit of operating loss carry forwards$     2,596,962Valuation allowance(2,596,962)Net deferred tax asset$                   -  The Company has approximately $5,410,338 of operating loss carry-forwards, which expire in various periods through 2025. The availability of certain operating loss carry-forwards for income tax purposes is subject to certain restrictions due to Internal Revenue Code Section 382 because there was a change in control of the Company in 2001.  The Company has provided a valuation allowance against its deferred tax assets given that it is in the development stage and it is more likely than not that these benefits will not be realized.


24


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   10. SEGMENT INFORMATION  The Company operates in one reportable segment for Rival Technologies, Tru Oiltech and CWI Technology, 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 is approximate to their carrying values, unless otherwise noted.  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.  14. COMPARATIVE FIGURES  In April, 2005, three million common shares issued at $0.13 per share totaling $390,000 were cancelled and returned to Treasury.  Comparative figures for the period have been restated.  15. SUBSEQUENT EVENTS  There was no litigation outstanding against the Company or its subsidiary as at December 31, 2006.  On January 26, 2007, the United States Patent and Trademark Office allowed the CWI technology patent, Emission Control Water Injection System for Diesel Engines.  On February 23, 2007, the Company and TRU Oiltech entered into joint venture agreement that entitled the joint venture partner a 25% interest and exclusive right to exploit the TRU Oiltech technology in Venezuela until March 21, 2008.  On April 6, 2007, the Company issued 25,000 Reg S Common Shares to a consultant for providing consulting services to the Company.  The amount of the shares was $15,353 (euros 13,426).  On April 11, 2007, TRU Oiltech filed with the United States Patent and Trademark Office a patent application titled, Method of Upgrading Heavy Crude Oil.


25


RIVAL TECHNOLOGIES INC.AND SUBSIDIARIES (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian dollars) DECEMBER 31, 2006   16. WRITE-OFF PAYABLE  During the year ended December 31, 2006, an amount of $23,617 was written off from account payables as the Company considered the amounts were no longer applicable.


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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 registered public accounting firm, 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 registered public accounting firm 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 we engaged again Dohan and Company, CPAs, P.A., as our independent registered public accounting firm.  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.  We changed our independent accounting firm in April of 2006, but our financial information was not timely prepared and in June, 2006, we returned to our former independent accounting firm in order to complete the filing of our past due reports.  The change of accounting firms further delayed the filing of our reports.  Management is taking steps to implement accelerated time tables for the gathering and processing of financial and non-financial information to prevent late filings in the future.  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 2006 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.  Our executive officers are chosen by our Board of Directors and serve at its discretion.  NameAgePosition HeldTerm of DirectorshipRobin J. Harvey49President, Chief Financial Officer
Secretary/Treasurer and DirectorUntil next annual meeting  Ms. Robin J. Harvey has been a director and officer of Rival Technologies since December 2003.  During 2001 she served as President of Mytravelguide.com, Inc., a reporting company trading on the NASD OTC Bulletin Board.


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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.  She has experience in establishing new business, territory management and development and expansion of on-line marketing relationships, as well as regional promotional development, operational budgets, media buying and planning.  Audit Committee  Because we have minimal operations we do not have an audit committee serving at this time, nor do we have an audit committee financial expert serving on an audit committee.  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, 2006, we believe Robin J. Harvey filed late two Forms 4 related to two transactions.  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  Executive Officer Compensation  The following table shows the compensation paid to our principal executive officer for the fiscal year ended December 31, 2006.  SUMMARY COMPENSATION TABLEName and Principal PositionYearSalaryAll Other
CompensationTotalRobin J. Harvey
President, CFO2006$ 14,000$ 6,800 (1)$ 20,800 (1) Represents the fair value of 10,000 shares issued under 2005 Equity Incentive Plan  We have not entered into an employment contract with our executive officer and as our sole director she determines the amount of her compensation.  Outstanding Equity Awards  Our named executive officer does not hold any outstanding equity awards as of December 31, 2006.


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Retirement or Change of Control Arrangements  We do not offer retirement benefit plans to our executive officer, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to the named executive officer at or in connection with the resignation, retirement or other termination of the named executive officer, or a change in control of the company or a change in the named executive officers responsibilities following a change in control. 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.  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, 2006.   EQUITY COMPENSATION PLAN INFORMATIONPlan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights
(a)Weighted-average exercise price of outstanding options,
warrants and rights
(b)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)Equity compensation plans  approved by security holders0$  0.000Equity compensation plans
not approved by security holders00.004,907,500Total0$  0.004,907,500  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.


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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, 2006, our Board has granted 92,500 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 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 46,608,628 shares of common stock outstanding as of June 18, 2007.  CERTAIN BENEFICIAL OWNERSName and address of
beneficial ownersAmount and nature
of beneficial ownerPercent
of classRockridge Capital Corp.
1 Beim
Antonskraiz, Bridel, Luxembourg 811613,240,00028.4   MANAGEMENTName and address of
beneficial ownersAmount and nature
of beneficial ownerPercent
of classRobin J. Harvey
3155 East Patrick Lane, Suite 1
Las Vegas, NV 8912013,500Less than 1%    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Related Transactions  We have not engaged in any transactions during the past fiscal year involving our executive officers, directors, 5% or more stockholders or immediate family members of such persons.  Director Independence  We do not have any independent directors serving on our board of directors.   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)


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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) 21.1 Subsidiaries of Rival Technologies (Incorporated by reference to exhibit 21.1 of Form 10-QSB, as amended, filed May 1, 2007) 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 independent registered public accounting firm, Dohan & Company, CPAs PA, in connection with the audit of our financial statements and other professional services rendered by that accounting firm.   20052006Audit fees$ 39,800$ 39,600Audit-related fees$           0$          0Tax fees$           0$          0All 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 firm in connection with statutory and regulatory filings or engagements.  Audit-related fees represent professional services rendered for assurance and related services by the accounting firm 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 accounting firm for tax compliance, tax advice, and tax planning.  All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other categories.


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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: JULY 6, 2007/s/RIVAL TECHNOLOGIES, INC.
Registrant


By: /s/ Robin J. Harvey
Robin J. Harvey
President, Treasurer, Chief Financial Officer
and Director


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