===================================================================

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB





(mark one)

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

EXCHANGE ACT OF 1934

For the year ended December 31, 2003



OR



[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to



N/A

(Commission File No.)



RIVAL TECHNOLOGIES INC.

(Exact name of small business issuer in its charter)



British Columbia, Canada

(State or other jurisdiction of incorporation or organization)



N/A

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





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

V7T 1A2

(Address of principal executive offices)

(Zip Code)



(604) 689-0584

(Issuer's telephone number)



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



Securities registered under Section 12(g) of the Exchange Act: Common stock, no par value



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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's

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knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-KSB or any attachment to this form 10-KSB. [  ]



Issuer's revenue during the year ended December 31, 2003: nil



As of April 9, 2004, 42,582,934 shares were outstanding.



Aggregate market value of the voting and non-voting common equity held by non-affiliates based on the price of US$0.26 per share  (the selling or average bid and asked price) as of March 31, 2004:  11,582,934 x .26 = $3,011,563.



DOCUMENTS INCORPORATED BY REFERENCE:



None



Transitional Small Business Disclosure Format (Check one):

Yes [ ]  No [X]



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PART I



Item 1.   Description of Business.



General



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



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



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



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



i)

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

ii)

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



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



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



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



The principle followed in determining the number of shares issued by us was the estimated value of CWI Technology, and our lack of assets or revenue. At the time of the transaction, there was

---

no relationship between ourselves and the owners of CWI Technology, our officers, directors or persons owning 10% or more of the our common stock.



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



We are actively working on raising funds needed to proceed with our plans for CWI Technology.  During 2004, we expect to complete a financing sufficient to allow it to proceed with the design, development and patenting of the truck, bus and stationary engine applications of CWI Technology.



We have been and will continue to engage in the business of developing, marketing and distributing environmental products. We have no employees at this time.





Item 2.   Description of Property.



Our principal executive and administrative offices are located at #200, 100 Park Royal, West Vancouver, BC, Canada V7T 1A2.  The cost to us is approximately $1,000 per month, including office, long distance telephone calls and other miscellaneous secretarial, photocopying, and similar services.  The rental for 2004 is on a month-to-month basis.



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



Item 3.   Legal Proceedings.



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



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



We held our Annual General Meeting of Shareholders on December 23, 2003.  At the Annual General Meeting the following five resolutions were considered and approved by our shareholders as set forth below:

1. To appoint Dohan and Company CPA's as auditors for the ensuing year.

2. To fix the number of Directors for the forthcoming year at three (3).

3. To elect Piero Guglielmi and Robin Harvey as Directors for the ensuing year.

4. To ratify and confirm all acts, deeds and things done and proceedings taken by the Directors and Officers since the last annual general meeting.

5. To authorize and approve the granting and exercise of stock options that we might see fit in their discretion to grant to directors, officers and/or employees of the Company and/or its subsidiaries during the forthcoming year.

6. To authorize the Directors to move the jurisdiction of the Company from British Columbia to Nevada, by way of continuation or merger with a wholly owned Nevada subsidiary, including changing the memorandum, articles and bylaws to comply with Nevada law.



All shareholders present voted in favor of the resolutions, none voted against or abstained.

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PART II





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



Our no par value common stock was traded on the TSX Venture Exchange in Toronto Canada and on the NASD OTC Bulletin Board quotation system.  In March, 2003 our common stock was voluntarily de-listed from trading on the TSX Venture Exchange, and continues to trade on the NASD OTC Bulletin Board.



Market Price



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



2003

High

Low



First Quarter

$.30

$.24



Second Quarter

$.27

$.10



Third Quarter

$.51

$.25

Fourth Quarter

$.51

$.21





Shareholders



As
of March 31, 2004, we had 195 registered shareholders holding 42,582,934common shares.



Dividends



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





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



The following is management's discussion and analysis of significant factors that have affected our financial position and operations during the year ended December 31, 2003.



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



Results of Operations



Year Ended December 31, 2003, compared to December 31, 2002.



Revenues for the year ended December 31, 2003, decreased by $79,495, or 100%, to $0 as compared to $79,495 for the twelve months ended December 31, 2002.  This decrease was due to the general decrease in demand for our fire extinguishing product.



General and Administrative expenses for the year ended December 31, 2003, increased by $82,236, or 37%, to $307,432 as compared to $225,196 for the year ended December 31, 2002. This increase was primarily attributed to increased accounting, legal and listing expenses incurred

---

in our effort to become a fully reporting company and trade our securities in the United States and Germany.



We did not incur any research and development costs during the twelve-month period ended December 31, 2003.



Subsequent to the acquisition of the CWI Technology, we determined that carrying value of the CWI Technology exceeded the fair value that was estimated to be approximately $35,000 based upon expected future cash flows.  Consequently, we recorded a charge in the consolidated statements of operations of $4,515,000 during the year ended December 31, 2003 as the carrying value of CWI Technology was written down to fair value in the year the impairment was recognized.



Liquidity and Capital Resources



We completed private placements totaling 168,000 common shares at US$0.20 per unit.  Each unit consists of one common share and one non-transferable share purchase warrant entitling the holder to purchase one additional common share at US$0.30 for one year.



We completed a settlement of accounts payable to an officer of the Company totaling $54,744 by recording a charge to additional paid-in capital.



We issued 1,061,000 common shares at US$0.24 per share to consultants for services rendered totaling $255,670.



We completed a convertible debenture for US$10,000 in December, 2003.  The debenture has a term of one year, bears interest of 10% per annum, with principal and interest convertible to common shares at US$0.35 per share.



Our cash position at December 31, 2003 was $3,580 as compared to $5,350 at December 31, 2002, representing a decrease of 33%.



Our net working capital position (current assets less current liabilities) increased to negative ($6,632) at December 31, 2003 from negative ($117,620) at December 31, 2002, due primarily to the acquisition of CWI Technology and prepayment of contractor services.



During the year ending December 31, 2003, we met all cash flow needs from the receipt of subscriptions and convertible debentures in advance of shares issued.  We believe we will have to sustain our operations during the next twelve months through the sale of debt and/or equity securities, loans from shareholders.



NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS



Except for historical information contained herein, this Form 10-QSB contains express or implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.  We intend that such forward-looking statements be subject to the safe harbors created thereby.  We may make written or oral forward-looking statements from

time to time in filings with the SEC, in press releases, quarterly conference calls or otherwise.  The words "believes," "expects," "anticipates," "intends," "forecasts," "project," "plans," "estimates" and similar expressions identify forward-looking statements.  Such statements reflect

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our current views with respect to future events and financial performance or operations and speak only as of the date the statements are made.



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



Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate with the result that there can be no assurance the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking information should not be regarded, as a representation that the

future events, plans, or expectations contemplated will be achieved. We undertake no obligation to publicly update, review, or revise any forward-looking statements to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statements

based. Our filings with the SEC may be accessed at the SEC's Web site, www.sec.gov.



Item 7. Financial Statements.



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Grant Thornton LLP

Chartered
Accountants

Management
Consultants





Independent
Auditors' Report on the

Consolidated
Financial Statements

To the Shareholders of Rival Technologies Inc.

We have audited the consolidated balance sheet of Rival
Technologies Inc. as at December 31, 2002 and the consolidated statements of
operations and deficit and cash flows for the year then ended. These 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 audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America. Those standards require that
we plan and perform an audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements
present fairly, in all material respects, the financial position of the company
as at December 31, 2002 and the results of its operations and its cash flows for
the year then ended in accordance with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming the company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the company has not established
source of revenue, has a significant working capital deficiency, and is
dependent on its ability to raise substantial amounts of equity funds. This
raises substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

| |                            
| | ---------------------------
| | Chartered
      Accountants









Vancouver,
Canada

March 28, 2003





P.O. Box 11177, Royal
Centre

Suite 2800

1055 West Georgia
Street

Vancouver, BC V6E 4N3

|T | (604) 687-2711            
|- | --------------------------
|F | (604) 685-6569            
|E | Vancouver@GrantThornton.ca
|W | www.GrantThornton.ca      

Canadian Member of Grant Thornton International



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|Dohan
      and Company
      Certified
      Public Accountants
      A
      Professional Association | 7700 North
      Kendall Drive, 200
      Miami, Florida
      33156-7564
      Telephone (305)
      274-1366
      Facsimile (305)
      274-1368
      E-mail info@uscpa.com
      Internet
      www.uscpa.com
|------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



INDEPENDENT AUDITOR'S REPORT

Stockholders and Board
of Directors

Rival Technologies,
Inc. (A Development Stage Company)

West Vancouver, BC,
Canada

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

We conducted our audit in accordance with auditing standards
generally accepted in the 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. 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
audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Rival
Technologies, Inc. (A Development Stage Company) at December 31, 2003, and the
results of its operations and its cash flows for the year ended December 31,
2003, 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 incurred losses totaling
$12,038,301, including $4,805,813 incurred during the development stage
(subsequent to April 1, 2003), and negative working capital of $45,252, 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, CPA's







Miami, Florida

April 9, 2004

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RIVAL
TECHNOLOGIES INC.

(A
Development Stage Company)



CONSOLIDATED
FINANCIAL STATEMENTS

(Expressed
in Canadian dollars)





DECEMBER
31, 2003



















---

RIVAL
TECHNOLOGIES INC.

(A
Development Stage Company)

CONSOLIDATED
BALANCE SHEETS

(Expressed in
Canadian dollars)

DECEMBER 31



|                                                                               | 2003             | 2002           
|------------------------------------------------------------------------------ | ---------------- | ---------------
|                                                                               |                  |                
|                                                                               |                  |                
|ASSETS                                                                         |                  |                
|                                                                               |                  |                
|Current                                                                        |                  |                
|Cash
      and cash equivalents                                                | $
      3,580    | $ 
      5,350 
|Receivables                                                                    | 7,795            | -              
|Prepaid
      expenses                                                         | 63,320           | -              
|                                                                               |                  |                
|Total
      current assets                                                     | 74,695           | 5,350          
|                                                                               |                  |                
|Equipment(Note 4)                                                              | 3,620            | -              
|Intangible
      property(Note 5)                                              | 35,000           | -              
|Deferred
      income taxesless valuation allowance of $1,034,000 and $950,000 | -                | -              
|                                                                               |                  |                
|Total
      assets                                                             | $ 
      113,315 | $ 
      5,350 
|                                                                               |                  |                
|                                                                               |                  |                
|                                                                               |                  |                
|LIABILITIES
      AND DEFICIENCY IN ASSETS                                     |                  |                
|                                                                               |                  |                
|Current                                                                        |                  |                
|Accounts
      payable                                                         | $
      65,970   | $
      110,470
|Accrued
      liabilities                                                      | 35,113           | 12,500         
|Promissory
      note payable (Note 6)                                         | 5,575            | -              
|Convertible
      debenture (Note 7)                                           | 13,289           | -              
|                                                                               |                  |                
|Total
      current liabilities                                                | 119,947          | 122,970        
|                                                                               |                  |                
|                                                                               |                  |                
|Deficiency
      in assets                                                     |                  |                
|Common
      stock (Note 8)                                                    |                  |                
|Authorized                                                                     |                  |                
|100,000,000
      common
      shares without par value                        |                  |                
|Issued                                                                         |                  |                
|42,582,934
      common
      shares (2002 - 6,183,934)                        | 11,869,977       | 6,993,249      
|Additional
      paid-in capital                                               | 159,744          | 105,000        
|Stock
      subscriptions received in advance                                  | 1,948            | -              
|Deficit
      accumulated during the development stage                         | (4,805,813)      | -              
|Deficit                                                                        | (7,232,488)      | (7,215,869)    
|                                                                               |                  |                
|Total
      deficiency in assets                                               | (6,632)          | (117,620)      
|                                                                               |                  |                
|Total
      liabilities and deficiency in assets                               | $ 
      113,315 | $ 5,350        







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

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RIVAL
TECHNOLOGIES INC.

(A
Development Stage Company)

CONSOLIDATED
STATEMENTS OF OPERATIONS

(Expressed
in Canadian dollars)



|                                                                                                       |  |  | Cumulative
      Amounts From Beginning of Development Stage (April 1, 2003) to December
      31, 2003 | Year
      Ended December 31, 2003 | Year
      Ended December 31, 2002
|------------------------------------------------------------------------------------------------------ |  |  | ------------------------------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|SALES                                                                                                  |  |  | $
      -                                                                                               | $
      -                          | $
      79,495                    
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|COST
      OF SALES                                                                                    |  |  | -                                                                                                       | -                                  | 45,559                            
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|GROSS
      PROFIT                                                                                     |  |  | -                                                                                                       | -                                  | 33,936                            
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|EXPENSES                                                                                               |  |  |                                                                                                         |                                    |                                   
|Accounting
      and legal                                                                             |  |  | $
      34,045                                                                                          | $
      44,383                     | $
      45,467                    
|Consulting                                                                                             |  |  | 180,590                                                                                                 | 182,840                            | -                                 
|Depreciation                                                                                           |  |  | 191                                                                                                     | 191                                | -                                 
|Investor
      relations                                                                               |  |  | 45,121                                                                                                  | 45,121                             | -                                 
|Listing
      costs                                                                                    |  |  | -                                                                                                       | -                                  | 56,403                            
|Management
      fees                                                                                  |  |  | -                                                                                                       | -                                  | 60,000                            
|Office
      and miscellaneous                                                                         |  |  | 3,765                                                                                                   | 5,548                              | 8,768                             
|Regulatory
      fees                                                                                  |  |  | 12,561                                                                                                  | 14,138                             | 11,989                            
|Rent                                                                                                   |  |  | 5,278                                                                                                   | 5,278                              | 33,034                            
|Telephone
      and utilities                                                                          |  |  | 1,924                                                                                                   | 2,095                              | 6,144                             
|Travel
      and related                                                                               |  |  | 5,663                                                                                                   | 6,163                              | 3,391                             
|Website
      design and maintenance                                                                   |  |  | 1,675                                                                                                   | 1,675                              | -                                 
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Total
      expenses                                                                                   |  |  | (290,813)                                                                                               | (307,432)                          | (225,196)                         
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|OTHER
      ITEMS                                                                                      |  |  |                                                                                                         |                                    |                                   
|Impairment
      of intangible property                                                                |  |  | (4,515,000)                                                                                             | (4,515,000)                        | -                                 
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Total
      other items                                                                                |  |  | (4,515,000)                                                                                             | (4,515,000)                        | -                                 
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Loss
      before income taxes                                                                         |  |  | (4,805,813)                                                                                             | (4,822,432)                        | (191,260)                         
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Provision
      for income taxes                                                                       |  |  | -                                                                                                       | -                                  | -                                 
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Net
      loss for period                                                                              |  |  | (4,805,813)                                                                                             | (4,822,432)                        | (191,260)                         
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Basic
      and diluted net loss per common share                                                      |  |  |                                                                                                         | $
      (0.18)                     | $
              (0.03)            
|                                                                                                       |  |  |                                                                                                         |                                    |                                   
|Weighted
      average number of
      common
      shares outstanding - basic
      and
      diluted |  |  |                                                                                                         | 27,319,775                         | 5,959,633                         



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



---

RIVAL
TECHNOLOGIES INC.

(A
Development Stage Company)

STATEMENT OF DEFICIENCY
IN ASSETS

(Expressed in
Canadian Dollars)



|                                                                                 | Common
      stock |             |                                        |                                                                 |                                                                                |                      
|-------------------------------------------------------------------------------- | ------------------ | ----------- | -------------------------------------- | --------------------------------------------------------------- | ------------------------------------------------------------------------------ | ---------------------
|                                                                                 | Number             | Amount      | Additional
      Paid-in
      Capital | Share
      Subscriptions
      Received
      in
      Advance | Deficit
      Accumulated
      During
      the
      Development
      Stage | Deficit              
|                                                                                 |                    |             |                                        |                                                                 |                                                                                |                      
|Balance,April 1, 2003
      (beginning
      of development stage)               | 6,283,934          | $7,008,249  | $
      105,000                        | $
      -                                                       | $ 
      -                                                                     | $  
      (7,232,488)
|                                                                                 |                    |             |                                        |                                                                 |                                                                                |                      
|Common
      stock issued for  intangible property at $0.001 per share, May 2003 | 35,000,000         | 4,550,000   | -                                      | -                                                               | -                                                                              | -                    
|Common
      stock issued on exercise of warrants at $0.15 per share, July 2003  | 70,000             | 10,500      | -                                      | -                                                               | -                                                                              | -                    
|Common
      stock issued for services at $0.24 per share, August 2003           | 1,061,000          | 255,670     | -                                      | -                                                               | -                                                                              | -                    
|Common
      stock issued for cash at $0.27 per share, November 2003             | 168,000            | 45,558      | -                                      | -                                                               | -
      -                                                                      | -                    
|Settlement
      of accounts payable to an officer of the Company                | -                  | -           | 54,744                                 | -                                                               | -                                                                              | -                    
|Share
      subscriptions received, , December 2003                              | -                  | -           | -                                      | 1,948                                                           | -                                                                              | -                    
|Loss
      for the period                                                        | -                  | -           | -                                      | -                                                               | (4,805,813)                                                                    | -                    
|                                                                                 |                    |             |                                        |                                                                 |                                                                                |                      
|Balance,
      December 31, 2003                                                 | 45,582,934         | $11,869,977 | $
      159,744                        | $
      1,948                                                   | $
      (4,805,813)                                                            | $(7,232,488)         





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

---

RIVAL
TECHNOLOGIES INC.

(A
Development Stage Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Expressed
in Canadian dollars)



|                                                                                                    |  | Cumulative
      Amounts From Beginning of Development Stage (April 1, 2003) to December
      31, 2003 | Year
      Ended December 31, 2003 | Year
      Ended December 31, 2002
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- | ---------------------------------- | ----------------------------------
|                                                                                                    |  |                                                                                                         |                                    |                                   
|                                                                                                    |  |                                                                                                         |                                    |                                   
|CASH
        FLOWS FROM OPERATING ACTIVITIES                                                        |  |                                                                                                         |                                    |                                   
|Loss
        for period                                                                             |  | $
        (4,805,813)                                                                                   | $
        (4,822,432)              | $
        (191,260)               
|Adjustments
        to reconcile net loss to net cash used
        in
        operating activities: |  |                                                                                                         |                                    |                                   
|Depreciation                                                                                        |  | 191                                                                                                     | 191                                | -                                 
|Shares
        issued for services                                                                  |  | 192,420                                                                                                 | 192,420                            | 22,500                            
|Management
        services contributed                                                             |  | -                                                                                                       | -                                  | 30,000                            
|Impairment
        of intangible property                                                           |  | 4,515,000                                                                                               | 4,515,000                          | -                                 
|Changes
        in assets and liabilities:                                                          |  |                                                                                                         |                                    |                                   
|(Increase)
        decrease in receivables and prepayments                                          |  | (7,795)                                                                                                 | (7,795)                            | 63,252                            
|(Increase)
        decrease in prepaid expenses                                                     |  | (70)                                                                                                    | (70)                               | -                                 
|Increase
        (decrease) in accounts payable and
        accrued
        liabilities             |  | 34,101                                                                                                  | 32,857                             | (46,451)                          
|                                                                                                    |  |                                                                                                         |                                    |                                   
|Net
          cash used in operating activities                                                     |  | (71,966)                                                                                                | (89,829)                           | (29,057)                          
|                                                                                                    |  |                                                                                                         |                                    |                                   
|CASH
            FLOWS FROM FINANCING ACTIVITIES                                                    |  |                                                                                                         |                                    |                                   
|Convertible
            debenture                                                                   |  | 13,289                                                                                                  | 13,289                             | -                                 
|Promissory
            note payable                                                                 |  | 5,575                                                                                                   | 5,575                              | -                                 
|Proceeds
            from issuance of common stock                                                  |  | 56,058                                                                                                  | 71,058                             | 12,000                            
|Stock
            subscriptions received                                                            |  | 1,948                                                                                                   | 1,948                              | -                                 
|                                                                                                    |  |                                                                                                         |                                    |                                   
|Net
            cash provided by financing activities                                               |  | 76,870                                                                                                  | 91,870                             | 12,000                            
|                                                                                                    |  |                                                                                                         |                                    |                                   
|CASH
              FLOWS FROM INVESTING ACTIVITIES                                                  |  |                                                                                                         |                                    |                                   
|Purchase
              of capital assets                                                            |  | (3,811)                                                                                                 | (3,811)                            | -                                 
|                                                                                                    |  |                                                                                                         |                                    |                                   
|Net
              cash used in investing activities                                                 |  | (3,811)                                                                                                 | (3,811)                            | -                                 
|                                                                                                    |  |                                                                                                         |                                    |                                   
|Change
              in cash and cash equivalents during period                                     |  | 1,093                                                                                                   | (1,770)                            | (17,057)                          
|Cash
              and cash equivalents, beginning                                                  |  | 2,487                                                                                                   | 5,350                              | 22,407                            
|                                                                                                    |  |                                                                                                         |                                    |                                   
|Cash
                and cash equivalents, ending                                                   |  | $
                3,580                                                                                 | $
                3,580            | $
                5,350           



|                                                                            |  |                     |                     |                         
|--------------------------------------------------------------------------- |  | ------------------- | ------------------- | ------------------------
|Supplemental
                disclosure with respect to cash flows          |  |                     |                     |                         
|                                                                            |  |                     |                     |                         
|Management
                services provided at no cost                     |  | $
                - | $
                - | $
                30,000
|Settlement
                of accounts payable to an officer of the Company |  | 54,744              | 54,744              | -                       
|Shares
                issued for services                                  |  | 255,670             | 255,670             | -                       
|                                                                            |  |                     |                     |                         



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

---

RIVAL
          TECHNOLOGIES INC.

(A Development
          Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







1.

OPERATIONS
          AND GOING CONCERN



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



The
          Company was the exclusive licensed manufacturer and distributor
          worldwide of a brand of fire extinguishants and fire retardant
          products. The license agreement was terminated December 1999. During
          the three years ended December 2002, all sales were made to customers
          in North America. The Company does not expect any further sales of
          these products and has abandoned this business effective the
          three-month period beginning April 1, 2003.



During
          the period beginning April 1, 2003, the Company acquired a new
          technology for reducing diesel emissions and will now focus on
          developing and marketing this technology.

The
          Company is considered to be a development

stage
          company beginning April 1, 2003 as the Company has changed its
          business and no longer generates revenues from operations.



These
          consolidated financial statements have been prepared on the basis of
          accounting principles applicable to a going concern, which assume 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.



|                                                                 | 2003                       | 2002                       
|---------------------------------------------------------------- | -------------------------- | ---------------------------
|                                                                 |                            |                            
|Working
                capital (deficiency)                     | $
                (45,252) | $
                (117,620)
|Deficit
                accumulated during the development stage | (4,805,813)                | -                          
|Deficit                                                          | (7,232,488)                | (7,215,869)                





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



---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







2.

SIGNIFICANT
          ACCOUNTING POLICIES(cont'd.....)



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





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.







---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







2.

SIGNIFICANT
          ACCOUNTING POLICIES(cont'd.....)



Revenue
          recognition



In
          2002, the Company sold fire extinguishants and fire retardant
          products. The Company invoiced its customers at an agreed price volume
          of goods shipped.



The
          Company recognized revenues when goods had been shipped, invoices
          rendered and collection was reasonably assured. Allowance for
          non-collection of revenues were made when collectibility become
          uncertain. Shipping and handling costs were included in cost of sales.



Income
          taxes



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



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



Net
          loss per share



Basic
          net loss per share is computed by dividing net loss attributable to
          common stockholders by the weighted average number of shares of common
          stock outstanding during the period.  Diluted net loss per share
          takes into consideration shares of common stock outstanding (computed
          under basic loss per share) and potentially dilutive shares of common
          stock. The dilutive effect of 168,000 (2002 - 170,000) warrants is
          not reflected in net loss per share as the effect would be anti-dilutive.



New
          accounting pronouncements



In
          June 2001, the Financial Accounting Standards Board ("FASB")
          issued Statements of Financial Accounting Standards No. 143, "Accounting
          for Asset Retirement Obligations" ("SFAS 143") that records the
          fair value of the liability for closure and removal costs associated
          with the legal obligations upon retirement or removal of any tangible
          long-lived assets.  The initial recognition of the liability will
          be capitalized as part of the asset cost and depreciated over its
          estimated useful life.  SFAS 143 is required to be adopted
          effective January 1, 2003.



In
          June 2002, FASB issued Statements of Financial Accounting Standards
          No. 146, "Accounting for Costs Associated with Exit or Disposal
          Activities" ("SFAS 146") that nullifies Emerging Issues Task
          Force ("EITF") No. 94-3, "Liability Recognition for Certain
          Employee Termination Benefits and Other Costs to Exit an Activity
          (Including Certain Costs Incurred in a Restructuring)" ("EITF 94-3").
           SFAS 146 requires that a liability for a cost associated with an
          exit or disposal activity be recognized when the liability is
          incurred, whereby EITF 94-3 had recognized the liability at the
          commitment date to an exit plan.  The provisions of this
          statement are effective for exit or disposal activities that are
          initiated after December 31, 2002 with earlier application encouraged.



---



RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







2.

SIGNIFICANT
          ACCOUNTING POLICIES(cont'd.....)



New
          accounting pronouncements (cont'd...)



In
          April 2003, FASB issued Statements of Financial Accounting Standards
          No. 149 "Amendment of Statement 133 on Derivative Instruments and
          Hedging Activities" ("SFAS 149").  SFAS 149 amends and
          clarifies financial accounting and reporting for derivative
          instruments, including certain derivative instruments embedded in
          other contracts and for hedging activities under FASB Statement No.
          133 "Accounting for Derivative Instruments and Hedging Activities".
           SFAS 149 is generally effective for contracts entered into or
          modified after June 30, 2003.



In
          May 2003, FASB issued Statements of Financial Accounting Standards No.
          150 "Accounting for Certain Financial Instruments with
          Characteristics of both Liabilities and Equity" ("SFAS 150").
           SFAS 150 establishes standards for how an issuer classifies and
          measures certain financial instruments with characteristics of both
          liabilities and equity.  SFAS 150 is effective for financial
          instruments entered into or modified after May 31, 2003.



In
          November 2002, FASB issued Financial Interpretation No. 45
          "Guarantor's Accounting and Disclosure Requirements for
          Guarantees, Including Indirect Guarantees of Indebtedness of
          Others" ("FIN 45"), which requires elaborating on the
          disclosures that must be made by a guarantor in financial statements
          about its obligations under certain guarantees.  It also requires
          that a guarantor recognize, at the inception of certain types of
          guarantees, a liability for the fair value of the obligation
          undertaken in issuing the guarantee.  The disclosure requirements
          of FIN 45 are effective for financial statements issued after December
          15, 2002, while the recognition requirements of FIN 45 are applicable
          for guarantees issued or modified after December 31, 2002.



In
          January 2003, FASB issued Financial Interpretation No. 46 "Consolidation
          of Variable Interest Entities" ("FIN 46") (revised in
          December 17, 2003).  The objective of FIN 46 is to improve
          financial reporting by companies involved with variable interest
          entities.  A variable interest entity is a corporation,
          partnership, trust, or any other legal structure used for business
          purposes that either (a) does not have equity investors with voting
          rights or (b) has equity investors that do not provide sufficient
          financial resources for the entity to support its activities.
           FIN 46 requires a variable interest entity to be consolidated by
          a company if that company is subject to a majority of the risk of loss
          from the variable interest entity's activities or entitled to receive
          a majority of the entity's residual returns or both.  FIN 46 also
          requires disclosures about variable interest entities that the company
          is not required to consolidate but in which it has a significant
          variable interest.  The consolidation requirements of FIN 46
          apply immediately to variable interest entities created after December
          15, 2003.  The consolidation requirements apply to older entities
          in the first fiscal year or interim period beginning after March 15,
          2004.



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





3.

ACQUISITION



Pursuant
          to an Agreement and Plan of Reorganization dated May 30, 2002, entered
          into between the Company, Tracker Capital Corp. ("Tracker") and
          its shareholders, the Company agreed to purchase all of Tracker's
          outstanding common shares for 150,000 of the Company's common shares
          and other consideration consisting of cash and payments of certain
          fees and expenses equal to $30,000. As a result of this transaction,
          Tracker became a subsidiary of Rival Technologies Inc. The transaction
          has been accounted for by the purchase method with the company as the
          acquirer. Immediately following the acquisition, Rival Technologies
          (Delaware) Inc., a wholly-owned subsidiary of Rival Technologies Inc.
          merged with Tracker.





---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003





3.

ACQUISITION
          (cont'd...)



At
          the date of acquisition, Tracker was inactive and did not have any
          assets or liabilities.



The
          consideration provided was as follows:



150,000
          common shares at $0.15 per share

$

22,500

Legal
          fees and other costs incurred

33,903

$

56,403



As
          a result of the acquisition of Tracker, the Company gained the right
          and elected to become a reporting issuer in

the
          United States. These costs have been expensed in the statement of
          operations as listing costs.





4.

EQUIPMENT



|                                        | 2003                    | 2002                                    
|--------------------------------------- | ----------------------- | ----------------------------------------
|                                        | Cost                    | Accumulated
                Amortization
|                                        |                         |                                         
|Furniture
                and equipment | $
                3,811 | $
                191                   







5.

INTANGIBLE
          PROPERTY



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



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



i)

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

ii)

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



---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







5.

INTANGIBLE
          PROPERTY (cont'd...)



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



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



The
          Company has also committed to provide M.A. Turbo with $230,000 in
          development and marketing funds to complete the CWI Technology for the
          automotive transportation industry plus $100,000 for its 20% interest
          in the CWI Technology for the marine industry. At December 31, 2003,
          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.





6.

PROMISSORY
          NOTE PAYABLE



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





7.

CONVERTIBLE
          DEBENTURE



On
          December 1, 2003, the Company borrowed $13,289 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.

---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







8.

COMMON
          STOCK



|                                                            | Number
                of
                Shares | Common
                Stock |  | 
|----------------------------------------------------------- | ------------------------------------------------ | ---------------------------- |  | 
|                                                            |                                                  |                              |  | 
|Authorized                                                  |                                                  |                              |  | 
|100,000,000
                common shares without par value |                                                  |                              |  | 
|                                                            |                                                  |                              |  | 
|Issued                                                      |                                                  |                              |  | 
|Balance
                as at December 31, 2001             | 5,953,934                                        | $
                6,958,749  |  | 
|                                                            |                                                  |                              |  | 
|Exercise
                of warrants                        | 80,000                                           | 12,000                       |  | 
|Purchase
                of Tracker                         | 150,000                                          | 22,500                       |  | 
|Balance
                as at December 31, 2002             | 6,183,934                                        | 6,993,249                    |  | 
|                                                            |                                                  |                              |  | 
|Exercise
                of warrants                        | 170,000                                          | 25,500                       |  | 
|Acquisition
                of intangible property          | 35,000,000                                       | 4,550,000                    |  | 
|Private
                placement                           | 168,000                                          | 45,558                       |  | 
|Shares
                issued for services                  | 1,061,000                                        | 255,670                      |  | 
|                                                            |                                                  |                              |  | 
|Balance
                as at December 31, 2003             | 42,582,934                                       | $
                11,869,977 |  | 



As
          at December 31, 2003, the following warrants were outstanding:



| | Number
                of
                Shares |  | Exercise
                Price |  | Expiry
                Date      
| | ------------------------------------------------ |  | ------------------------------ |  | ---------------------------------
| |                                                  |  |                                |  |                                  
| | 168,000                                          |  | US$
                0.30       |  | November
                28, 2004





9.

RELATED
          PARTY TRANSACTIONS



Transactions
          with related parties are recorded at their exchange amounts. Related
          party transactions with directors and officers and with companies
          directly related to current directors and former directors not
          disclosed elsewhere in these financial statements are summarized as
          follows:



|                                    | 2003                | 2002                    
|----------------------------------- | ------------------- | ------------------------
|                                    |                     |                         
|Management
                services | $
                - | $
                60,000



---

RIVAL
          TECHNOLOGIES INC.

(A
          Development Stage Company)

NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed
          in Canadian dollars)

DECEMBER
          31, 2003







10.

INCOME
          TAXES



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



|                                                                     | 2003                          | 2002                       
|-------------------------------------------------------------------- | ----------------------------- | ---------------------------
|                                                                     |                               |                            
|Loss
                before income taxes                             | $
                (4,822,432) | $
                (191,260)
|                                                                     |                               |                            
|Expected
                income tax recovery                         | $
                (1,687,851) | $
                (76,000) 
|Non-deductible
                charges                               | 1,580,250                     | 12,000                     
|Unrecognized
                benefit of operating loss carryforwards | 107,601                       | 64,000                     
|                                                                     |                               |                            
|Income
                tax recovery                                  | $
                -           | $
                -        



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



|                                                                   | 2003                        | 2002                     
|------------------------------------------------------------------ | --------------------------- | -------------------------
|                                                                   |                             |                          
|Deferred
                tax assets:                               |                             |                          
|Income
                tax benefit of operating loss carryforwards | $
                1,034,000 | $
                950,000
|Valuation
                allowance                                | (1,034,000)                 | (950,000)                
|                                                                   |                             |                          
|Net
                deferred tax assets                            | $
                -         | $
                -      



The
          Company has approximately $2,957,000 of operating loss carryforwards
          which expire beginning in 2003. The availability of certain operating
          loss carryforwards for income tax purposes is subject to certain
          restrictions because there was a change in control of the Company in
          2001.



The
          Company has provided a valuation allowance against its deferred tax
          assets given that it is in the development stage and it is more likely
          than not that these benefits will not be realized.





11.

SEGMENT
          INFORMATION



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

States
          of America.





12.

FINANCIAL
          INSTRUMENTS



The
          Company's financial instruments consist of cash and cash equivalents,
          accounts payable and accrued liabilities and due to related party.
          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.





13.

ECONOMIC
          DEPENDENCE



For
          the year ended December 31, 2002, the Company had two significant
          customers, which accounted for 94% and 6% of sales.











---

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



On January 2, 2004 we filed a report on Form 8-K advising that it had appointed new auditors, effective December 23, 2003. On January 21, 2004 we filed an amended such report on Form 8-K/A.





Item 8A. Controls and Procedures.



We maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission.  Such information is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and the Chief Financial Officer, recognize that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.



Within 90 days prior to the filing date of this annual report on Form 10-KSB, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.  No changes were made to internal disclosure controls from the prior year.





---

PART III





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



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



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



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



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



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



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

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





Item 10.  Executive Compensation.



Summary Compensation Table



The following table sets forth, for the years ended December 31, 2003 and 2002, the aggregate remuneration paid or payable by us to the person who acted as Chief Executive Officer during such periods and to the other executive officers who earned a salary and bonus in excess of $100,000 during the fiscal year ended December 31, 2003 (collectively, the "Named Executive Officers").





|Name and Principal Position  | Year | Salary | Long Term Compensation Awards
Restricted Stock Awards
|---------------------------- | ---- | ------ | -----------------------------------------------------
|Robin J. Harvey
President    | 2003 | nil    | nil                                                  
|Piero D. Guglielmi President | 2003 | nil    | nil                                                  
|Piero D. Guglielmi President | 2002 | nil    | $30,000                                              



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



No other compensation has been paid to any officer and/or director for his services rendered to, nor has any received such compensation in the past.



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



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



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



Title of Class

Name and Address

Amount and Nature

Percentage

Of Beneficial

of Beneficial

of Class

Owner

Ownership

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

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

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

-----------

No Par Value

Piero Guglielmi

40,800 Shares

0.1%

Common Stock

Director

#207, 3663 West 16th Avenue

Vancouver, BC

Canada, V6R 3C3

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No Par Value

Robin J. Harvey

0 Shares

0%

Common Stock

President and Director

Suite 200, 100 Park Royal

West Vancouver, BC

Canada, V7T 1A2



No Par Value

All executive officers and

40,800 Shares

0.1%

Common Stock

directors as a group



No Par Value

Drayton Park Capital Corp.

26,000,000 Shares

61.1%

Common Stock

Holder of Over 5%

#602-1228 Marinaside

Vancouver BC



No Par Value

Anatoly Mezheritsky

5,000,000 Shares

11.7%

Common Stock

Holder of Over 5%

206-1273 Howe St.

Vancouver  V6Z 1R3





Item 12. Certain Relationships and Related Transactions.



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



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





Item 13.  Exhibits and Reports on Form 8-K.



(a) 1. The financial statements are listed in the Index to Financial Statements and are filed as part of this annual report.



2.  Not Applicable



3.  Exhibits



Exhibit 31.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CEO and CFO.



Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CEO and CFO.





b) On January 2, 2004 the Company filed a report on Form 8-K advising that it had appointed new auditors, effective December 23, 2003.  On January 21, 2004 the Company filed an amended such report on Form 8-K/A.

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Item 14.  Principal Accounting Fees and Services.



Audit Fees



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



For the fiscal year ended December 31, 2002 - $19,819

For the fiscal year ended December 31, 2003 - $15,743 to the date hereof.



Audit Related Fees



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



For the fiscal year ended December 31, 2002 - $5,202

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



Tax Fees



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



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

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



All Other Fees



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



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

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



Audit Committee Pre-Approval Policies and Procedures



Not Applicable.

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SIGNATURES



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



Rival Technologies Inc.





/s/ Robin J. Harvey

By:  Robin J. Harvey

President, Chief Financial Officer and Director

Dated: April 9, 2004





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





/s/ Robin J. Harvey

By:  Robin J. Harvey

President, Chief Financial Officer and Director

Dated: April 9, 2004



/s/ Perry D. Guglielmi

By:  Perry Guglielmi

Director

Dated: April 9, 2004



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Exhibit 31.1



CERTIFICATIONS



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



1.

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



2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

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



4.

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



a)

Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Small Business Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

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

c)

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

d)

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



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



a)

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

b)

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



Date:

April 9, 2004.



/s/ Robin J. Harvey

By:  Robin J. Harvey

President and Chief Financial Officer



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Exhibit 32.1



CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



In connection with the Annual Report of Rival Technologies, Inc., a British Columbia corporation (the
"Company"), on Form 10-KSB for the year ending December 31, 2003, as filed with the Securities and Exchange Commission (the
"Report"), I, , President and Chief Financial Officer of the Company, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to the best of my knowledge:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/s/ Robin J. Harvey

By:  Robin J. Harvey

President and Chief Financial Officer