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U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 CVF TECHNOLOGIES CORPORATION
  NEVADA
    
    0-29266
    
    87-0429335(State or other jurisdiction
    
    (Commission File
    
    (I.R.S. Employerof incorporation or organization)
    
    Number)
    
    Identification No.)
 
 þ o
  o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONItem 3. Controls and ProceduresPART II  OTHER INFORMATIONItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-11 Statement of ComputationsEX-31.1 Certification 302 - CEOEX-31.2 Certification 302 - CFOEX-32 Certifications 906 - CEO and CFO    Table of Contents  
  
  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 (Expressed in U.S. Currency)June 30,
    
    December 31,2005
    
    2004(unaudited)
    
    (audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    136,538
    
    
    $
    112,648Trade receivables
    
    
    114,318
    
    
    
    139,313Inventory
    
    
    55,389
    
    
    
    58,818Prepaid expenses and other
    
    
    30,323
    
    
    
    30,086TOTAL CURRENT ASSETS
    
    
    336,568
    
    
    
    340,865Property and equipment, net of accumulated depreciation
    
    
    43,622
    
    
    
    51,369Loans receivable
    
    
    142,251
    
    
    
    142,251Equity investment & notes receivable in Biorem (see Note 3)
    
    
    708,048
    
    
    
    791,820Holdings available for sale, at market
    
    
    2,033
    
    
    
    2,011Goodwill
    
    
    1,200,108
    
    
    
    1,200,108TOTAL ASSETS
    
    $
    2,432,630
    
    
    $
    2,528,424LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Notes payable  other
    
    $
    25,000
    
    
    $
    Subsidiary loans payable
    
    
    234,148
    
    
    
    239,139Accounts payables and accrued liabilities
    
    
    2,990,355
    
    
    
    3,228,089Preferred and other non-voting stock of subsidiaries
    
    
    204,075
    
    
    
    208,425TOTAL CURRENT LIABILITIES
    
    
    3,453,578
    
    
    
    3,675,653LONG-TERM LIABILITIES:Notes payable  other
    
    
    
    
    
    
    25,000Deferred income taxes
    
    
    159,899
    
    
    
    241,892Pension obligation
    
    
    594,204
    
    
    
    618,916TOTAL LONG-TERM LIABILITIES
    
    
    754,103
    
    
    
    885,808Redeemable Series A preferred stock, $0.001 par value,
redeemable at $18.25 per share, authorized 500,000 shares,
issued and outstanding 3,477 shares
    
    
    63,455
    
    
    
    63,4554,271,136
    
    
    
    4,624,916STOCKHOLDERS (DEFICIT) EQUITY:Series C convertible preferred stock, $0.001 par value,
issued and outstanding 100,000 shares, stated value $1,000,000
    
    
    100
    
    
    
    100Common stock, $0.001 par value, authorized 50,000,000 shares,
13,820,396 issued (2004; 13,761,225) and in
treasury 481,700 (2004; 481,700)
    
    
    14,302
    
    
    
    14,243Warrants
    
    
    111,094
    
    
    
    111,094Additional paid in capital
    
    
    30,611,078
    
    
    
    30,632,237Treasury stock
    
    
    (2,747,174
    )
    
    
    (2,747,174
    )Accumulated other comprehensive loss
    
    
    (352,690
    )
    
    
    (409,594
    )Accumulated deficit
    
    
    (29,475,216
    )
    
    
    (29,697,398
    )TOTAL STOCKHOLDERS (DEFICIT) EQUITY
    
    
    (1,838,506
    )
    
    
    (2,096,492
    )TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
    
    $
    2,432,630
    
    
    $
    2,528,424




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF OPERATIONS
 (UNAUDITED)
 (Expressed in U.S. Currency)Three months ended June 30,
    
    Six months ended June 30,2005
    
    2004
    
    2005
    
    2004SALES
    
    $
    98,879
    
    
    $
    2,308,410
    
    
    $
    248,022
    
    
    $
    4,661,632Cost of sales
    
    
    33,643
    
    
    
    1,298,356
    
    
    
    73,591
    
    
    
    2,660,373GROSS MARGIN
    
    
    65,236
    
    
    
    1,010,054
    
    
    
    174,431
    
    
    
    2,001,259EXPENSES:Selling, general and administrative
    
    
    400,219
    
    
    
    1,597,196
    
    
    
    859,311
    
    
    
    2,838,956Research and development
    
    
    
    
    
    
    86,123
    
    
    
    
    
    
    
    241,234TOTAL EXPENSES
    
    
    400,219
    
    
    
    1,683,319
    
    
    
    859,311
    
    
    
    3,080,190(Loss) from continuing operations before under noted items
    
    
    (334,983
    )
    
    
    (673,265
    )
    
    
    (684,880
    )
    
    
    (1,078,931
    )OTHER (EXPENSES) INCOMEInterest income (expense), net
    
    
    17,905
    
    
    
    (80,889
    )
    
    
    (6,081
    )
    
    
    (168,752
    )Income from equity investees
    
    
    39,110
    
    
    
    
    
    
    
    66,518
    
    
    
    Other income (expense), net
    
    
    (8,974
    )
    
    
    2,405
    
    
    
    (24,343
    )
    
    
    (3,368
    )Gain (loss) on sale of holdings
    
    
    75,222
    
    
    
    31
    
    
    
    798,874
    
    
    
    (2,004
    )Gain on sale of equity in subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    742,568TOTAL OTHER INCOME (EXPENSE)
    
    
    123,263
    
    
    
    (78,453
    )
    
    
    834,968
    
    
    
    568,444Income (Loss) before income taxes and minority interest
    
    
    (211,720
    )
    
    
    (751,718
    )
    
    
    150,088
    
    
    
    (510,487
    )Income taxes (recovery)
    
    
    (36,723
    )
    
    
    (32,868
    )
    
    
    (73,629
    )
    
    
    Income (Loss) before minority interest
    
    
    (174,997
    )
    
    
    (718,850
    )
    
    
    223,717
    
    
    
    (510,487
    )Minority interest in loss
    
    
    
    
    
    
    36,569
    
    
    
    
    
    
    
    74,585NET INCOME (LOSS)
    
    $
    (174,997
    )
    
    $
    (682,281
    )
    
    $
    223,717
    
    
    $
    (435,902
    )BASIC INCOME (LOSS) PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.04
    )DILUTED INCOME (LOSS) PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.06
    )
    
    $
    0.02
    
    
    $
    (0.04
    )WEIGHTED SHARES USED IN COMPUTATION  BASIC
    
    
    13,820,396
    
    
    
    12,228,892
    
    
    
    13,816,146
    
    
    
    11,826,778WEIGHTED SHARES USED IN COMPUTATION  DILUTED
    
    
    13,820,396
    
    
    
    12,228,892
    
    
    
    13,870,957
    
    
    
    11,826,778




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENT OF CASH FLOWS
 (UNAUDITED)
 (Expressed in U.S. Currency)Six Months Ended June 30,2005
    
    2004CASH FLOW FROM OPERATING ACTIVITIES:Net income (loss) from continuing operations
    
    $
    223,717
    
    
    $
    (435,902
    )Adjustments to reconcile net loss
from operating activities:Depreciation and amortization
    
    
    7,747
    
    
    
    230,819Gain on sale of subsidiary
    
    
    
    
    
    
    742,568(Loss) gain on sale of holdings
    
    
    
    
    
    
    2,004Minority interest in losses of subsidiaries
    
    
    (81,993
    )
    
    
    (74,585
    )Pension expense
    
    
    (24,712
    )
    
    
    16,258Deferred tax income
    
    
    
    
    
    
    58,559Stock option compensation
    
    
    (44,300
    )
    
    
    187,464Income from equity investees
    
    
    (66,518
    )
    
    
    Changes in non-cash working capital itemsDecrease (increase) in trade receivables
    
    
    24,995
    
    
    
    900,147Decrease in inventory
    
    
    3,429
    
    
    
    467,308(Increase) decrease in prepaid expenses and other
    
    
    (237
    )
    
    
    (11,234
    )Decrease in income taxes receivable
    
    
    
    
    
    
    66,953Increase (decrease) in trade payables and accrued liabilities
    
    
    (237,734
    )
    
    
    (544,766
    )(419,323
    )
    
    
    2,041,495CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
    
    
    (195,606
    )
    
    
    1,605,593CASH FLOWS FROM INVESTING ACTIVITIES:Disposal (purchase) of property and equipment
    
    
    
    
    
    
    165,005Proceeds from sale of holdings
    
    
    144,383
    
    
    
    2,432CASH PROVIDED BY INVESTING ACTIVITIES
    
    
    144,383
    
    
    
    167,437CASH FLOWS (USED) FROM FINANCING ACTIVITIES:Increase (decrease) in bank indebtedness
    
    
    (4,991
    )
    
    
    (5,000
    )Exercise of stock options
    
    
    23,200
    
    
    
    Increase (decrease) in note payable to officer
    
    
    
    
    
    
    (713,289
    )CASH PROVIDED (USED) BY FINANCING ACTIVITIES
    
    
    18,209
    
    
    
    (718,289
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    56,904
    
    
    
    (211,967
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    23,890
    
    
    
    842,774CASH AND CASH EQUIVALENTS  beginning of period
    
    
    112,648
    
    
    
    225,535CASH AND CASH EQUIVALENTS  end of period
    
    $
    136,538
    
    
    $
    1,068,309




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
 STATEMENT OF COMPREHENSIVE INCOME
 (UNAUDITED)
 (Expressed in U.S. Currency)Three months ended June 30,
    
    Six months ended June 30,2005
    
    2004
    
    2005
    
    2004Net Income (loss)
    
    $
    (174,997
    )
    
    $
    (682,281
    )
    
    $
    223,717
    
    
    $
    (435,902
    )Other comprehensive income, net of tax:Foreign currency translation adjustments
    
    
    37,981
    
    
    
    (95,491
    )
    
    
    56,604
    
    
    
    136,790Unrealized holding gains:Unrealized holding losses arising during period (see note below)
    
    
    161
    
    
    
    165
    
    
    
    300
    
    
    
    1,387Total other comprehensive income (loss)
    
    
    38,142
    
    
    
    (95,326
    )
    
    
    56,904
    
    
    
    138,177Comprehensive income (loss) during period
    
    $
    (136,855
    )
    
    $
    (777,607
    )
    
    $
    280,621
    
    
    $
    (297,725
    )




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 SIX MONTHS ENDED JUNE 30, 2005 AND 2004  (UNAUDITED)
  1.
    
    BASIS OF PRESENTATION
  The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.Certain of the comparative figures have been reclassified to conform with the presentation
adopted in the current period. The Canadian dollar is the functional currency used by the
Company, whereas the reporting currency is the U.S. dollar.2.
    
    ACCOUNTING POLICIES




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For the three months ended
    
    For the six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
to common
shareholders, as
reported
    
    $
    (175,769
    )
    
    $
    (683,051
    )
    
    $
    222,182
    
    
    $
    (437,442
    )Deduct (Add):
Stock-based
compensation, net
of tax
    
    
    
    
    
    
    38,164
    
    
    
    
    
    
    
    38,164Net income (loss)
available to common
shareholders,
pro-forma
    
    $
    (175,769
    )
    
    $
    (721,215
    )
    
    $
    222,182
    
    
    $
    (475,606
    )Basic and diluted
earnings (loss) per
share:As reported -
    
    $
    (.01
    )
    
    $
    (.06
    )
    
    $
    .02
    
    
    $
    (.04
    )Pro-forma -
    
    $
    (.01
    )
    
    $
    (.06
    )
    
    $
    .02
    
    
    $
    (.04
    )




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For the six months ended June 30,2005
    
    2004Risk free interest rate
    
    
    3.50
    %
    
    
    5.0
    %Expected life
    
    2.0 years
    
    5.0 yearsDividend rate
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    36.1
    %
    
    
    95.2
    %
 3.
    
    SUBSIDIARY BIOREM GOES PUBLIC
   4.
    
    INCOME (LOSS) PER SHARE




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5.
    
    INVENTORYInventory consists of the following:
 June 30, 2005
    
    December 31, 2004Finished goods
    
    $
    119,202
    
    
    $
    124,821Less obsolescence reserve
    
    
    (63,813
    )
    
    
    (66,003
    )$
    55,389
    
    
    $
    58,818
 6.
    
    INVESTMENTS
  Six Months Ended June 30,2005
    
    2004Net Sales
    
    $
    4,068,283
    
    
    $
    1,054,351Gross profit on sales
    
    
    1,613,629
    
    
    
    282,504Net income (loss)
    
    $
    45,732
    
    
    $
    (553,916
    )
   7.
    
    SERIES B PREFERRED DIVIDENDS




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8.
    
    INTERIM FINANCIAL STATEMENT DISCLOSURES
  9.
    
    IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDSThe Company has implemented new accounting standards as follows:FASB 123 (revised 2004)  Share-Based PaymentsIn December 2004, the FASB issued a revision to FASB Statement No. 123, Accounting for
Stock Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation guidance. This Statement establishes
standards for the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value of the entitys
equity instruments or that may be settled by the issuance of those equity instruments. This
Statement focuses primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. This Statement does not change the accounting
guidance for share-based payment transactions with parties other than employees provided in
Statement 123 as originally issued and EITF Issue No. 96-18, Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services. This Statement does not address the accounting for employee share ownership plans,
which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock
Ownership Plans.




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A nonpublic entity will measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of those instruments, except in
certain circumstances.A public entity will initially measure the cost of employee services received in exchange for
an award of liability instruments based on its current fair value; the fair value of that award
will be re-measured subsequently at each reporting date through the settlement date. Changes in
fair value during the requisite service period will be recognized as compensation cost over that
period. A nonpublic entity may elect to measure its liability awards at their intrinsic value
through the date of settlement.The grant-date fair value of employee share options and similar instruments will be estimated
using the option-pricing models adjusted for the unique characteristics of those instruments
(unless observable market prices for the same or similar instruments are available).Excess tax benefits, as defined by this Statement, will be recognized as an addition to
paid-in-capital. Cash retained as a result of those excess tax benefits will be presented in the
statement of cash flows as financing cash inflows. The write-off of deferred tax assets relating to
unrealized tax benefits associated with recognized compensation cost will be recognized as income
tax expense unless there are excess tax benefits from previous awards remaining in paid-in capital
to which it can be offset.The notes to the financial statements of both public and nonpublic entities will disclose
information to assist users of financial information to understand the nature of share-based
payment transactions and the effects of those transactions on the financial statements.The effective date for public entities that do not file as small business issuers will be
as of the beginning of the annual reporting period that begins after June 15, 2005. For
public entities that file as small business issuers and nonpublic entities the effective
date will be as of the beginning of the annual reporting period that begins after December
15, 2005. Management intends to comply with this Statement at the scheduled effective date
for the relevant financial statements of the Company.Accounting for Asset Retirement Obligations




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FASB 154   Accounting Changes and Error Corrections
  10.
    STOCK OPTIONS AND WARRANTS
  11.
    SEGMENTED INFORMATION




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Industry Segments for the Six Months Ended June 30, 2005 and 2004
 Biorem-
    
    Machine
    
    Identification
    
    Natural
    
    Corporateediation
    
    Controls *
    
    Systems
    
    Horticultural
    
    AdministrationTotal$
    
    $
    
    $
    
    $
    
    $
    
    $2005Sales
    
    
    
    
    
    
    
    
    
    
    238,054
    
    
    
    9,968
    
    
    
    
    
    
    
    248,022Income (Loss) from
continuing operations
before other income
    
    
    
    
    
    
    
    
    
    
    (78,249
    )
    
    
    (23,068
    )
    
    
    (583,563
    )
    
    
    (684,880
    )Other income
    
    
    
    
    
    
    
    
    
    
    (47,752
    )
    
    
    (14,095
    )
    
    
    896,815
    
    
    
    834,968Income (loss) from
continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    
    (126,001
    )
    
    
    (37,163
    )
    
    
    313,252
    
    
    
    150,0882004Sales
    
    
    3,763,678
    
    
    
    398,670
    
    
    
    304,097
    
    
    
    195,187
    
    
    
    
    
    
    
    4,661,632Income (Loss) from
continuing operations
before other income
(expense)
    
    
    196,019
    
    
    
    (204,063
    )
    
    
    (125,945
    )
    
    
    (177,893
    )
    
    
    (767,049
    )
    
    
    (1,078,931
    )Other income (expense)
    
    
    (56,886
    )
    
    
    (7,922
    )
    
    
    (24,693
    )
    
    
    
    
    
    
    (20,093
    )
    
    
    (109,594
    )(Loss) from
continuing operations
before income taxes
    
    
    139,133
    
    
    
    (211,985
    )
    
    
    (150,638
    )
    
    
    (177,893
    )
    
    
    (787,142
    )
    
    
    (1,188,525
    )
 
 *
    
    Six months 2004 Machine Controls results above includes only January 1, 2004
through March 24, 2004 as CVF no longer consolidated the company as of March 24, 2004. 12.
    EQUITY INVESTEE SRE FILES BANKRUPTCY




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13.
    
    CONTINGENCIES




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MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
  )




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
    
    general economic and business conditions;
    
    foreign currency fluctuations, particularly involving the Canadian dollar:
    
    the Companys ability to find additional suitable investments and the ability of those
investments to generate an acceptable return on invested capital; and
    
    the uncertainties and risks involved in investing in early-stage development companies
which can arise because of the lack of a customer base, lack of name recognition and
credibility, the need to locate and retain experienced management and the need to develop and
refine the business and its operations, among other reasons.
    
    the Companys ability to obtain capital to fund its operations and those of its investees.
  
  (a)
    
    The Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Based upon that evaluation, the Companys
Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective as of the end of the period covered by
this report. Disclosure controls and procedures are controls and procedures that are
designed to ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC rules and forms.(b)
    
    There has been no significant change in the Companys internal controls over
financial reporting that occurred during the last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Companys internal control
over financial reporting.




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(11)
    
    Statement re computation of per share earnings(31.1)
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(31.2)
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.(32)
    
    Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
  
  CVF TECHNOLOGIES CORPORATIONBy:
    
    /s/ Jeffrey I. DrebenName:
    
    Jeffrey I. DrebenTitle:
    
    Chairman of the Board, President
and Chief Executive OfficerBy:
    
    /s/ Robert L. MillerName:
    
    Robert L. MillerTitle:
    
    Chief Financial Officer




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No.
    
    Description(11)
    
    Statement re computation of per share earnings.(31.1)
    
    Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.(31.2)
    
    Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.(32)
    
    Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.