<PAGE>
                     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 September 30, 2002



                          CVF TECHNOLOGIES CORPORATION
        (Exact name of small business issuer as specified in its charter)

             NEVADA                       0-29266               87-0429335
 (State or other jurisdiction           (Commission File    (I.R.S. Employer
   of incorporation or organization)      Number)           Identification No.)


                            8604 Main Street, Suite 1
                          WILLIAMSVILLE, NEW YORK 14221
                                 (716) 565-4711
               (Address, including zip code, and telephone number,
          including area code, of issuer's principal executive offices)

      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[ ]

      As of October 31, 2002, there were 10,613,456 shares of common stock,
$0.001 par value per share, of the issuer outstanding.

      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      September 30,        December 31,
                                                                                          2002                 2001
                                                                                       (unaudited)          (audited)
                                                                                       -----------          ---------
                                                                                        (Note 2)             (Note 2)
<S>                                                                                   <C>                  <C>
                                 ASSETS
CURRENT ASSETS:
      Cash and cash equivalents                                                          $541,334             $422,538
      Restricted cash                                                                         -                126,748
      Trade receivables                                                                   952,549            1,141,758
      Inventory (Note 5)                                                                  442,872              972,804
      Prepaid expenses and other                                                           62,402               82,640
                                                                                      -----------          -----------
            TOTAL CURRENT ASSETS                                                        1,999,157            2,746,488
Property and equipment, net of accumulated depreciation                                   185,670              247,625
Holdings, carried at cost or equity                                                       243,079              276,634
Holdings (in public companies) available for sale,  at market                             302,986            1,338,753
Technology, net of accumulated amortization                                             1,099,219            1,348,645
Goodwill, net of accumulated amortization                                               1,474,790            1,886,710
                                                                                      -----------          -----------
            TOTAL ASSETS                                                               $5,304,901           $7,844,855
                                                                                      ===========          ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Bank indebtedness                                                                   $12,768             $287,417
      Current portion of long-term debt                                                   104,889              100,512
      Subsidiary loans past due or in default                                             180,738              305,834
      Trade payables and accrued liabilities                                            2,503,234            3,381,094
      Debt equivalent                                                                          -               439,740
                                                                                      -----------          -----------
            TOTAL CURRENT LIABILITIES                                                   2,801,629            4,514,597
                                                                                      -----------          -----------
Deferred income taxes                                                                   1,080,535              776,583
Minority interest                                                                         290,271              578,024
Pension obligation                                                                        442,280              455,285
Preferred and other non-voting stock of subsidiaries                                      157,525              196,894
                                                                                      -----------          -----------
                                                                                        1,970,611            2,006,786
                                                                                      -----------          -----------
Redeemable Series A preferred stock, $0.001 par value, redeemable at $18.25 per
         shares, authorized 500,000 shares,
         issued and outstanding 3,477 shares                                               63,455               63,455
                                                                                      -----------          -----------
                                                                                        4,835,695            6,584,838
                                                                                      -----------          -----------
STOCKHOLDERS' EQUITY:
      Common stock, $0.001 par value, authorized 50,000,000 shares,
          10,538,456  issued and 481,700  in treasury                                      11,020               10,399
      Series B convertible preferred stock, $0.001 par value,
         liquidation preference of 130% of stated value, authorized,
         issued and outstanding 339,000 shares                                                339                  345
      Warrants                                                                            740,541              629,447
      Additional paid in capital                                                       27,435,532           27,191,238
      Treasury stock                                                                   (2,747,174)          (2,746,129)
      Accumulated other comprehensive loss                                               (841,195)            (676,633)
      Accumulated deficit                                                             (24,129,857)         (23,148,650)
                                                                                      -----------          -----------
            TOTAL STOCKHOLDERS' EQUITY                                                    469,206            1,260,017
                                                                                      -----------          -----------
            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $5,304,901           $7,844,855
                                                                                      ===========          ===========
</TABLE>

                 See notes to consolidated financial statements
<PAGE>
                  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three months ended September 30,      Nine months ended September 30,
                                                               2002             2001               2002                  2001
                                                            ----------        ---------         ----------             ---------
                                                              (Note 2)         (Note 2)           (Note 2)              (Note 2)
<S>                                                      <C>                <C>                <C>                   <C>
SALES                                                       $1,008,163       $3,049,932         $5,020,164            $9,875,872
COST OF SALES                                                  602,863        2,404,916          3,490,127             8,651,610
                                                            ----------        ---------         ----------             ---------
GROSS MARGIN                                                   405,300          645,016          1,530,037             1,224,262
                                                            ----------        ---------         ----------             ---------
EXPENSES:

      Selling, general and administrative                    1,101,091        1,648,431          3,399,465             5,100,119
      Research and development                                 110,890          216,179            311,463               705,521
                                                            ----------        ---------         ----------             ---------
            TOTAL EXPENSES                                   1,211,981        1,864,610          3,710,928             5,805,640
                                                            ----------        ---------         ----------             ---------
(LOSS) FROM CONTINUING OPERATIONS BEFORE UNDER
   NOTED ITEMS                                                (806,681)      (1,219,594)        (2,180,891)           (4,581,378)
                                                            ----------        ---------         ----------             ---------
OTHER INCOME AND (EXPENSES):
      Interest (expense), net                                  (23,783)         (23,238)           (84,970)              (68,515)
      Other income, net                                         24,609           22,192             51,328                49,925
      (Loss) from equity investees                             (15,471)         (98,144)           (43,706)             (244,876)
      Gain on sale of holdings                                   9,315           69,646            263,312               369,786
      Gain on sale of subsidiary (Note 8)                           -                 -            516,245                     -
                                                            ----------        ---------         ----------             ---------
            TOTAL OTHER INCOME AND (EXPENSES)                   (5,330)         (29,544)           702,209               106,320
                                                            ----------        ---------         ----------             ---------
(LOSS) FROM CONTINUING OPERATIONS BEFORE
      RECOVERY OF INCOME TAXES                                (812,011)      (1,249,138)        (1,478,682)           (4,475,058)

      (Recovery of) income taxes                                (4,001)         (55,467)          (478,495)              (82,662)
                                                            ----------        ---------         ----------             ---------
NET (LOSS) FROM CONTINUING OPERATIONS BEFORE
  MINORITY INTEREST                                           (808,010)      (1,193,671)        (1,000,187)           (4,392,396)


MINORITY INTEREST IN LOSS                                       48,191           20,903            207,332               299,364
                                                            ----------        ---------         ----------             ---------
NET (LOSS) FROM CONTINUING OPERATIONS                         (759,819)      (1,172,768)          (792,855)           (4,093,032)

       (Loss) from operations of discontinued
          segment (Note 3)                                          -           (68,060)               -                (138,552)
       (Loss) on closing of discontinued segment
          (Note 3)                                                             (102,367)                                (102,367)
                                                            ----------        ---------         ----------             ---------
NET INCOME (LOSS)                                             (759,819)      (1,343,195)          (792,855)           (4,333,951)
                                                            ==========        =========         ==========             =========
BASIC INCOME (LOSS) PER SHARE                               $    (0.08)       $   (0.15)        $    (0.10)            $   (0.49)
                                                            ==========        =========         ==========             =========
DILUTED INCOME (LOSS) PER SHARE                                  (0.08)           (0.15)             (0.10)                (0.49)
                                                            ==========        =========         ==========             =========
WEIGHTED SHARES USED IN COMPUTATION - BASIC                 10,519,907        9,326,558         10,300,395             9,172,060
                                                            ==========        =========         ==========             =========
WEIGHTED SHARES USED IN COMPUTATION - DILUTED               10,519,907        9,326,558         10,300,395             9,172,060
                                                            ==========        =========         ==========             =========
</TABLE>
                 See notes to consolidated financial statements
<PAGE>
                  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Nine Months Ended September 30,
                                                                             ----------------------------------
                                                                                 2002                   2001
                                                                             ----------            -----------
                                                                               (Note 2)               (Note 2)
<S>                                                                          <C>                   <C>
CASH FLOW FROM OPERATING ACTIVITIES:
 Net (loss)                                                                  $(792,855)            $(4,333,951)
 Adjustments to reconcile net (loss) from operating activities:
  Depreciation and amortization                                                299,180               1,601,514
  Loss from equity investees                                                    43,706                 244,876
  Gain on sale of holdings                                                    (263,312)               (369,786)
  Gain from sale of subsidiary                                                (516,245)                      -
  Common stock issued in lieu of cash                                           24,402                  91,064
  Minority interest in (losses) of subsidiaries                               (207,332)               (386,172)
  Warrants compensation                                                         34,767                       -
  Stock options compensation                                                   215,812                       -
  Deferred income tax expense                                                  578,432                       -
  Pension expense                                                               19,849                  16,734
  Loss from sale of subsidiaries shares                                              -                  50,628
 Changes in non-cash working capital items
  Decrease in trade receivables                                                194,681                 757,326
  Decrease (increase) in inventory                                             329,292                (108,261)
  Decrease (increase) in prepaid expenses and other                             12,363                 (25,429)
  Decrease (increase) in income taxes receivable                                    -                2,457,606
  Increase in note payable to officer                                            4,116                       -
  (Decrease) in deferred revenue                                              (219,243)                      -
  (Decrease) in trade payables and accrued liabilities                        (713,714)               (716,767)
                                                                             ---------               ---------
                                                                              (163,246)              3,613,333
                                                                             ---------               ---------

CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                               (956,101)               (720,618)
                                                                             ---------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
 (Purchase) disposal of property and equipment                                 (13,082)                 (9,563)
 Investments in and advances to equity investees                               (28,652)                (40,319)
 Proceeds from sale of holdings                                                779,419                 689,970
 Purchase of holdings available for sale                                          (290)                (18,177)
 Proceeds from sale of subsidiary                                              494,878                       -
                                                                             ---------               ---------
CASH PROVIDED BY INVESTING ACTIVITIES                                        1,232,273                 621,911
                                                                             ---------               ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Borrowings (reduction) of debt                                                     -                   54,120
 Increase in bank indebtedness                                                (278,404)                      -
 Decrease in restricted cash                                                   127,828                       -
 Purchase of treasury stock                                                     (1,045)                (34,240)
 Redemption of shares in stock of subsidiaries                                      -                  (19,509)
                                                                             ---------               ---------
CASH PROVIDED BY FINANCING ACTIVITIES                                         (151,621)                    371
                                                                             ---------               ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
 CASH EQUIVALENTS                                                               (5,755)                (37,740)
                                                                             ---------               ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                           118,796                (136,076)
CASH AND CASH EQUIVALENTS - beginning of period                                422,538                 757,508
                                                                             ---------               ---------
CASH AND CASH EQUIVALENTS - end of period                                     $541,334                $621,432
                                                                             =========               =========
</TABLE>

                 See notes to consolidated financial statements
<PAGE>
                  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                        STATEMENT OF COMPREHENSIVE INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Three months ended September 30,      Nine months ended September 30,
                                                                  2002              2001              2002              2001
                                                               ---------        -----------       ---------         -----------
<S>                                                          <C>                <C>               <C>               <C>
Net (loss)                                                     $(759,819)       $(1,343,195)       $(792,855)       $(4,333,951)
                                                               ---------        -----------       ---------         -----------
Other comprehensive income, net of tax:

 Foreign currency translation adjustments                        (95,138)          (279,524)         148,372           (347,198)

 Unrealized holding gains:

 Unrealized holding losses arising during period
   (see note below)                                               (7,480)          (147,746)       (312,934)         (1,705,452)

 Total other comprehensive income (loss)                        (102,618)          (427,270)       (164,562)         (2,052,650)
                                                               ---------        -----------       ---------         -----------
 Comprehensive (loss) during period                            $(862,437)       $(1,770,465)      $(957,417)        $(6,386,601)
                                                               =========        ===========       =========         ===========
</TABLE>

Note: Unrealized holding gains are net of tax (benefit) of ($4,987) and
      ($98,497)) for the three months ended September 30, 2002 and 2001
      respectively and ($208,623) and ($1,136,968) for the nine months ended
      September 30, 2002 and 2001 respectively.

                 See notes to consolidated financial statements
<PAGE>

                  CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

            The accompanying financial statements are unaudited, but reflect all
      adjustments which, in the opinion of management, are necessary for a fair
      presentation of financial position and the results of operations for the
      interim periods presented. All such adjustments are of a normal and
      recurring nature. The results of operations for any interim period are not
      necessarily indicative of the results attainable for a full fiscal year.

      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.

2.    GOING CONCERN

            These consolidated financial statements have been prepared on a
      going concern basis, which presumes that assets will be realized and
      liabilities discharged in the normal course of business over the
      foreseeable future. The Company's current liabilities exceed its current
      assets and the Company has incurred operating losses over the quarter and
      for the past several quarters, which have reduced the Company's cash
      reserves. These conditions raise substantial doubt about the Company's
      ability to continue in the normal course of business as a going concern as
      the Company's primary need for cash is to maintain its ability to support
      the operations of some of its investee companies, and ultimately the
      carrying values of these investee companies.

            The Company has taken and continues to take steps to improve its
      liquidity and overall financial position. During the second quarter, the
      Company filed a loss carry back claim with the Internal Revenue Service
      and in July 2002 received a refund totaling $1,032,084. In April 2002 the
      Company sold its interest in Dantec for $572,600 and realized a gain of
      $516,245 on the sale. The Company is actively pursuing the sale of its
      interests in two of its other investee companies. In addition, the company
      is using its marketable securities (which had a market value of $302,986
      as of September 30, 2002) as a source of liquidity. The proceeds of any
      such sales will be used to increase cash reserves.
<PAGE>

            During the first nine months of 2002 one of its investee companies,
      Biorem achieved operating profitability and also had positive cash flow.
      The Company will continue to assist its investee companies in their
      efforts to obtain outside financing in order to fund the growth and
      development of their respective businesses. Biorem and Gemprint are
      currently operating on a positive cash flow basis and do not currently
      require any additional cash support from CVF.

            The Company's ability to continue to realize assets and discharge
      liabilities in the normal course of business is uncertain and dependent on
      these and other initiatives. These financial statements do not include any
      of the adjustments to the amounts or classification of assets and
      liabilities that might be necessary should the Company be unable to
      continue its business in the normal course.

3.    DISCONTINUED OPERATIONS/SEGMENT

            In September 2001, Elements, a subsidiary company of which CVF has a
      61% interest, decided to discontinue its operations. The retail store and
      internet site were closed, but will not be sold and the discontinuance is
      complete. Sales of the segment for the nine month period ended September
      2001 were $220,813. The results in 2001 are shown on the income statement
      as a separate line item, "loss from operations of discontinued segment".

4.    INCOME (LOSS) PER SHARE

            Basic earnings (loss) per share is computed by dividing net income
      (loss) from continuing operations available to common stockholders from
      continuing operations by the weighted average number of common shares
      outstanding during the period. The net income (loss) from continuing
      operations available to common stockholders consists of net income (loss)
      from continuing operations reduced by the dividends on the Company's
      Series A and B preferred stock. Diluted earnings (loss) per share reflects
      the per share amount that would have resulted if diluted potential common
      stock had been converted to common stock, as prescribed by SFAS 128.

5.    INVENTORY

            Inventory consists of the following:

<TABLE>
<CAPTION>
                               September 30, 2002            December 31,2001
                               ------------------            ----------------
<S>                                <C>                        <C>
         Raw Material               $  230,614                 $  687,168
         Finished goods                212,258                    285,636
                                    ----------                 ----------
                                    $  442,872                 $  972,804
</TABLE>
<PAGE>
6.    INVESTMENTS

            The following table provides certain summarized unaudited financial
      information related to the Company's equity basis holdings:

<TABLE>
<CAPTION>
                                                   Nine Months Ended
                                                     September 30,
                                       ---------------------------------------
                                           2002                        2001
                                       ------------               -------------
<S>                                    <C>                        <C>
Net Sales                                 $73,264                     $70,165

Gross profit on sales                      49,286                      69,315

Net  (loss)                             $(154,913)                  $(270,884)
</TABLE>

7.    REVENUE

            A significant portion of the Company's revenue has been derived from
      sales by its subsidiary SRE. SRE develops and manufactures certain
      controls that are added to machine parts and supplied to an original
      equipment manufacturer (OEM). Prior to April 1, 2002, the Company was
      required to supply the machine parts (at no mark-up) and the SRE
      manufactured controller with mark-up under this arrangement. The agreement
      with the OEM was amended at the beginning of the second quarter 2002, such
      that SRE is no longer required to supply the machine parts but continues
      to supply the manufactured controller. As a result of this change in the
      business arrangement, CVF no longer records the value of the machine parts
      in its sales or cost of sales. Had this arrangement not changed, the
      Company's sales and cost of sales for the current quarter, and year to
      date would each have been $1,359,600 and $2,469,300 respectively greater
      than the reported amount. The change in this arrangement has had no effect
      on the Company's gross margin dollars.

8.    SALE OF SUBSIDIARY

            During the current year, as part of its business plan, the Company
      completed the sale of its interests in its subsidiary Dantec Corporation
      (Dantec). The proceeds on sale of CVF's interests were $572,600 and the
      company recorded a gain on sale of $516,245.

9.    SERIES B PREFERRED DIVIDENDS

            As of June 30, 2002, in accordance with the terms of the Company's
      Series B Convertible Preferred Stock (the "Series B Preferred"), the
      holder thereof was
<PAGE>

      entitled to receive when, as and if declared by the board of directors,
      out of funds legally available for the payment of dividends, dividends in
      the aggregate amount of $102,600 payable in cash or shares of common stock
      at the option of the Company. The terms of the Series B Preferred limited
      the number of shares that may be issued in payment of this dividend to
      34,131 shares as of June 30, 2002. In accordance with its terms, no
      further common shares may be issued in payment of dividends on the Series
      B Preferred. The Company has determined that in accordance with the Nevada
      General Corporation Law with respect to the remaining dividend due as of
      June 30, 2002, $94,571, there are no funds legally available for the
      payment of this dividend. By the terms of the Series B Preferred, the
      dividend rate computed on the liquidation preference thereof ($3.39
      million at June 30, 2002) increases from 6% to 10% per annum until all
      accrued and unpaid dividends are paid in full. By letter dated September
      30, 2002, the holder of the Series B Preferred notified the Company that
      it was requesting that the Company redeem for cash the Series B Preferred
      at a price of 135% of its liquidation preference plus accrued and unpaid
      dividends. The Company has determined in accordance with Nevada General
      Corporation Law with respect to redemptions there were no funds legally
      available for such redemptions and therefore the Company will not at this
      time be redeeming its Series B Preferred.

10.   INTERIM FINANCIAL STATEMENT DISCLOSURES

            Certain information and footnote disclosures normally included in
      annual financial statements presented in accordance with generally
      accepted accounting principles have been condensed or omitted from the
      accompanying unaudited interim financial statements. Reference is made to
      the Company's audited financial statements for the year ended December 31,
      2001 included in the Company's Annual Report on Form 10-KSB filed with the
      Securities and Exchange Commission on April 16, 2002.

11.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      BUSINESS COMBINATIONS AND GOODWILL AND INTANGIBLE ASSETS

            In June 2001, the FASB issued SFAS No. 141, "Business Combinations"
      and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
      requires that the purchase method of accounting be used for all business
      combinations initiated after June 30, 2001. SFAS No. 141 also specifies
      criteria which intangible assets acquired in purchase method business
      combinations after June 30, 2001 must meet to be recognized and reported
      apart from goodwill. SFAS No. 142 addresses the initial recognition and
      measurement of intangible assets acquired outside of a business
      combination and the accounting for goodwill and other intangible assets
      subsequent to their acquisition.

      SFAS No. 142 requires that intangible assets with finite useful lives be
      amortized, and that goodwill and intangible assets with indefinite lives
      no longer be amortized, but instead be tested for impairment at least
      annually.

      The Company adopted the provisions of SFAS No. 141 on July 1, 2001. Such
      adoption had no effect on the Company's financial position or results of
      operations. The Company adopted the provisions of SFAS No. 142 effective
      January 1, 2002, at which time the amortization of the Company's existing
      goodwill ceased. The new
<PAGE>
      standard also requires that the Company test the goodwill for impairment
      before June 30, 2002.

      Any impairment which arises as a result of the test will be charged to
      income. The Company's goodwill has been tested and no impairment exists as
      at September 30, 2002. The amortization expense related to goodwill that
      was recorded during the first nine month period of 2001 was $716,945.

      Therefore if this change had been adopted in 2001 the loss for the first
      nine months of 2001 would have decreased to $3,617,006 or $.41 per share
      (an improvement of $.08 per share). The Company considers its intangibles
      to have a finite life and as such are continuing to amortize its
      intangible assets.

      ACCOUNTING FOR ASSET RETIREMENTS

            In June 2001, the FASB issued SFAS 143, "Accounting for Asset
      Retirement Obligations" which addresses financial accounting and reporting
      for obligations associated with the retirement of tangible long-lived
      assets and the associated asset retirement costs. It requires recognition
      of the fair value of a liability for an asset retirement obligation in the
      period in which it is incurred if a reasonable estimate of fair value can
      be made effective for fiscal periods beginning after June 15, 2002. The
      Company is currently assessing SFAS 143 and the impact that adoption, in
      2003, will have on the consolidated financial statements.

      ACCOUNTING FOR IMPAIRMENT AND DISPOSAL OF LONG LIVED ASSETS

            In August 2001, the FASB issued SFAS 144, "Accounting for the
      Impairment and Disposal of Long Lived Assets". SFAS 144 established a
      single model for the impairment of long lived assets and broadens the
      presentation of discountined operations to include more disposal
      transactions and is effective for fiscal periods beginning after December
      15, 2001. Adoption of SFAS 144 may change the nature and extent of
      disclosure of the Company's future asset disposals, and allocations
      between accounting periods.

      ACCOUNTING FOR EXTINGUISHMENT OF DEBT

            In April 2002, the FASB issued SFAS 145, "Rescission of FASB
      Statements No. 4, 44, and 64, Amendment to FASB Statement No. 13, and
      Technical Corrections". This Statement rescinds FASB Statement No. 4,
      "Reporting Gains and Losses from Extinguishment of Debt", and an amendment
      of that Statement, FASB Statement No. 64, "Extinguishments of Debt Made to
      Satisfy Sinking-Fund Requirements". This Statement also rescinds FASB
      Statement No. 44, "Accounting for Intangible Assets of Motor Carriers".
      This Statement amends FASB Statement No. 13, "Accounting for Leases", to
      eliminate an inconsistency between the required accounting for
      sale-leaseback transactions and the required accounting for certain lease
      modifications that have economic effects that are similar to
      sale-leaseback transactions. This Statement also amends other existing
      authoritative pronouncements to make various technical corrections,
      clarify meanings, or describe their applicability under changed
      conditions. The Company is currently assessing SFAS 145 and the impact
      that adoption, in 2003, will have on the consolidated financial
      statements.



<PAGE>

      ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

            In June 2002, the FASB issued SFAS 146, "Accounting for Costs
      Associated with Exit or Disposal Activities". This Statement addresses
      financial accounting and reporting for costs associated with exit or
      disposal activities and nullifies Emerging Issues Task Force (EITF) Issue
      No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
      and Other Costs to Exit an Activity (including Certain Costs Incurred in a
      Restructuring)" and is effective for activities that are initiated after
      December 31, 2002. The Company is currently assessing SFAS 146 and the
      impact that adoption, in 2003, will have on the consolidated financial
      statements.

12.   STOCK OPTIONS AND WARRANTS

            The Compensation Committee of the Board of Directors approved an
      adjustment to the exercise price for all options held by our employees,
      including executive officers, as well as certain consultants. The revised
      exercise price was established by reference to the closing bid price of
      the Company's common stock on April 16, 2002, which was $0.16. Options to
      purchase approximately 1,405,000 shares of common stock were repriced
      resulting in a charge to income of $89,362 in the quarter ended June 30,
      2002. The repriced options are all fully vested. These options are subject
      to variable plan accounting using the intrinsic value method. This
      accounting requires a charge to income for the vested options when the
      market price of the Company's stock exceeds $0.16. The closing bid price
      at September 30, 2002 was $0.25, which was $0.07 higher than the price on
      June 30, 2002 resulting in an additional charge to income of $98,350 for
      the quarter ended September 30, 2002.

            The Company also issued warrants which were priced at $0.16 on April
      16, 2002. The warrants are fully vested and subject to fair value
      accounting in accordance with SFAS 123. The charge to income for the
      warrants issued was $34,767 and $76,326 was recorded as receivable from
      certain directors.

13.   SEGMENTED INFORMATION

            The Company has four reportable segments: bio-filtration, electric
      vehicle controls, precious gem identification and general corporate. The
      bio-filtration segment consists of one company that applies bio-filtration
      technology to odor and air pollution control for environmental
      applications. The electric vehicle controls division designs, manufactures
      and sells electric motor controls to electric vehicle manufacturers. The
      gem identification segment consists of one company that has developed
      identification and database systems, and markets its products and services
      to the companies in the precious gem business, including producers,
      cutters, distributors and retailers. The Company's general corporate
      segment
<PAGE>
      includes one company which provides funding and management overview
      services to the holdings. This segment's profits include interest income
      and gains on sales of its various holdings.

            The Company evaluates performance and allocates resources based on
      continuing profit or loss from operations before income taxes,
      depreciation and research and development. The accounting policies of the
      reportable segments are the same as those described in the summary of
      significant accounting policies.

           There are no intersegment sales, transfers, or profit or loss.

            Industry Segments for the Nine Months Ended September 30, 2002 and
      2001

<TABLE>
<CAPTION>
                                                      Electric          Gem
                                                      Vehicle      Identification      Corporate
                                   Bio-filtration     Controls        Systems            Admin             All Other        Total
2002                                    $                $               $                 $                   $              $
<S>                                <C>                <C>          <C>                <C>                <C>           <C>
Sales                                 2,220,323       1,976,340         445,178                 -           378,323     5,020,164
Income (loss) from continuing           324,133        (548,258)         (6,176)       (1,305,823)         (644,767)   (2,180,891)
operations
Other income (expense)                    3,200         146,906         (44,019)          221,666            65,543       393,296
Income (loss) from continuing           327,333        (401,352)        (50,195)       (1,084,157)         (579,224)   (1,787,595)
operations before income taxes

2001

Sales                                   776,351       7,553,099         362,589                 -         1,183,833     9,875,872
(Loss) from continuing                 (154,140)       (590,011)       (511,694)       (1,726,952)       (1,598,581)   (4,581,378)
operations
Other income (expense)                   15,090         176,784        (395,671)          451,303           161,055       408,561
(Loss) from continuing                 (139,050)       (413,227)       (907,365)       (1,275,649)       (1,437,526)   (4,172,817)
operations before income taxes
</TABLE>

14.        CONTINGENCIES

            The Company is currently under an audit by the Internal Revenue
      Service ("IRS"). As part of the routine audit, the IRS has indicated that
      they will review the treatment of capital losses claimed in the prior year
      and refunds of $2,532,000 received in 2001. No assessments have been
      issued in this matter and the Company is unable to determine the
      likelihood of adjustments, if any to prior year tax refunds. Should an
      adjustment be proposed or assessed, management intends to defend the
      matter vigorously. The resolution of this matter may require several
      years.
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CVF Technologies Corporation ("CVF" or the "Company") is involved in the
business of developing and managing early and expansion stage companies
primarily engaged in the information technology and environmental technology
sectors. CVF's mandate is to acquire significant holdings in new and emerging
technology companies and then to assist them in their management, and through
them to engage in their respective businesses. CVF's current holdings include
investments made in its investee companies during the period from 1989 to the
present.

CVF's mandate is to generate revenues and profits through consolidation of the
operating results of its investee companies. CVF also endeavors to realize gains
through the eventual sale of all or a portion of its holdings in these companies
at such time as management determines that CVF's funds can be better deployed in
other industries or companies. CVF's goal is to maximize the value of its
holdings in its investee companies for the Company's shareholders. One important
way that CVF accomplishes this is by taking an investee company public at the
appropriate time. This has been done with the investee companies Certicom
Corporation and TurboSonic Technologies, Inc. CVF plans to offer its
shareholders the opportunity to directly participate in public offerings of its
investee companies, where this is considered appropriate.

After CVF's initial investment, an investee company often requires additional
capital to meet its business plan. Consequently, the Company actively assists
its investee companies in obtaining additional capital which is usually sourced
through CVF's own resources or via other participants.

Critical Accounting Policies

An understanding of CVF's accounting policies is necessary for a complete
analysis of our results, financial position, liquidity and trends. We focus your
attention on the following accounting policies of the Company:

Going concern - These consolidated financial statements have been prepared on a
going concern basis, which presumes that assets will be realized and liabilities
discharged in the normal course of business over the foreseeable future. The
Company's current liabilities exceed its current assets and the Company has
incurred operating losses over the quarter and for the past several quarters,
which have reduced the company's cash reserves. These conditions raise
substantial doubt about the Company's ability to continue in the normal course
of business as a going concern as the Company's primary need for cash is to
maintain its ability to support the operations of some of its investee companies
and ultimately the carrying values, of those investee companies which are
generating negative cash flows.

The Company has taken and continues to take steps to improve its liquidity and
overall financial position. During the second quarter, the Company filed a loss
carry back claim with the Internal Revenue Service and in July 2002 received a
refund totaling $1,032,084. In April 2002 the Company sold its interest in
Dantec for $572,600 and realized a gain of $516,245 on the sale. The Company is
actively pursuing the sale of its interests in two of its other investee
companies and has retained investment bankers in order to realize value and
focus its efforts and resources. In addition, the Company is using its
marketable securities (which had a market value of $302,986 as of September 30,
2002) as a source of liquidity. The proceeds of any such sales will be used to
increase cash reserves.

During the first nine months of 2002 one of its investee companies, Biorem
achieved operating profitability and also had positive cash flow. The Company
will continue to assist its investee companies in their efforts to obtain
outside financing in order to fund the growth and development of their
respective businesses. Biorem and Gemprint are currently operating on a positive
cash flow basis and do not currently require any cash support from CVF.

The Company's ability to continue to realize assets and discharge liabilities in
the normal course of business is uncertain and dependent on these and other
initiatives. These financial statements do not include any of the adjustments to
the amounts or classification of assets and liabilities that might be necessary
should the Company be unable to continue its business in the normal course.

<PAGE>
Revenue recognition - Revenue from the sale of manufactured products is
recognized when the goods are shipped and accepted by the customer. The Company
recognizes revenue on long-term contracts on the percentage of completion basis,
based on costs incurred relative to the estimated total contract costs. Losses
on such contracts are accrued when the estimate of total costs indicates that a
loss will be realized. Contract billings in excess of costs and accrued profit
margins are included as deferred revenue and included in current liabilities.
Service revenue is recognized when the services are performed.

Inventory - Finished goods are stated at the lower of cost or market using the
first-in, first-out method of costing. Raw materials are stated at the lower of
cost or replacement value, using the first-in, first-out method.

Goodwill - In June 2001, the FASB issued SFAS No. 141, "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. SFAS No. 141 also specifies criteria which
intangible assets acquired in purchase method business combinations after June
30, 2001 must meet to be recognized and reported apart from goodwill. SFAS No.
142 addresses the initial recognition and measurement of intangible assets
acquired outside of a business combination and the accounting for goodwill and
other intangible assets subsequent to their acquisition. SFAS No. 142 requires
that intangible assets with finite useful lives be amortized, and that goodwill
and intangible assets with indefinite lives no longer be amortized, but instead
be tested for impairment at least annually. The Company adopted the provisions
of SFAS No. 141 on July 1, 2001. Such adoption had no effect on the Company's
financial position or results of operations. The Company adopted the provisions
of SFAS No. 142 effective January 1, 2002, at which time the amortization of the
Company's existing goodwill ceased. The new standard also required that the
Company test the goodwill for impairment before June 30, 2002. Any impairment,
which arises as a result of the test will be charged to income. The Company's
goodwill has been tested and no impairment exists as at September 30, 2002. The
amortization expense related to goodwill that was recorded during the first nine
month period of 2001 was $716,945. Therefore if this change had been adopted in
2001 the loss for the first nine months of 2001 would have decreased to
$3,617,006 or $.39 per share (an improvement of $.07 per share). The Company
considers its intangibles to have a finite life and as such are continuing to
amortize its intangible assets.

Contingencies - The Company is involved from time to time in litigation, which
arises in the normal course of business. In respect of these claims the Company
believes it has valid defenses and/or appropriate insurance coverage in place.
In management's judgment, no material exposure exists on the eventual settlement
of such litigation, and accordingly, no provision has been made in the
accompanying financial statements.

The Company is currently under an audit by the Internal Revenue Service ("IRS").
As part of the routine audit, the IRS has indicated that they will review the
treatment of capital losses claimed in the prior year and refunds of $2,532,000
received in 2001. No assessments have been issued in this matter and the Company
is unable to determine the likelihood of adjustments if any to prior year tax
refunds. Should an adjustment be proposed or assessed, management intends to
defend the matter vigorously. The resolution of this matter may require several
years.

Stock Options/Warrants - The Compensation Committee of the Board of Directors
approved an adjustment to the exercise price for all options held by our
employees, including executive officers, as well as certain consultants. The
revised exercise price was established by reference to the closing bid price of
the Company's common stock on April 16, 2002, which was $0.16. Options to
purchase approximately 1,405,000 shares of common stock were repriced resulting
in a charge to income of $89,362 in the quarter ended June 30, 2002. The
repriced options are all fully vested. These options are subject to variable
plan accounting using the intrinsic value method. This accounting requires a
charge to income for the vested options when the market price of the Company's
stock exceeds $0.16. The closing bid price at September 30, 2002 was $0.25,
which was $0.07 higher than the price on June 30, 2002 resulting in an
additional charge to income of $98,350 for the quarter ended September 30, 2002.
<PAGE>
The Company also issued warrants which were priced at $0.16 on April 16, 2002.
The warrants are fully vested and subject to fair value accounting in accordance
with SFAS 123. The charge to income for the warrants issued was $34,767 and
$76,326 was recorded as receivable from certain directors.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2001:

Consolidated sales of CVF subsidiaries for the three months ended September 30,
2002 amounted to $1,008,163, representing a decrease of $2,041,769 (66.9%)
compared to sales of $3,049,932 for the same period in 2001. On a stand-alone
basis, CVF has no sales from operations. Sales and gross profit from sales
reflect the operations of CVF's consolidated subsidiaries only. The consolidated
subsidiaries are Biorem Technologies Inc. ("Biorem"), Dantec Corporation
("Dantec") (results consolidated through April 19, 2002 only, the date CVF sold
its interest in Dantec), Grand Island Marketing Inc. ("Elements"), Gemprint(TM)
Corporation ("Gemprint"), SRE Controls Inc. ("SRE"), Ecoval Corporation
("Ecoval"), CVF Capital Management Corporation ("CVF Capital Management"),
Eastview Marketing One LLC, and Grand Island Marketing Two LLC. CVF records
profit and loss using the equity method for companies in which CVF holds 50% to
20% ownership. These companies are Petrozyme Technologies Inc. ("Petrozyme") and
IMT Systems ("IMT"). The results of RDM Corporation ("RDM") and TurboSonic
Technologies Inc. ("TurboSonic"), companies in which CVF has less than 20%
ownership, are not included in the Consolidated Statement of Operations. CVF's
investments in RDM and TurboSonic are carried at market value on the
Consolidated Balance Sheet under Holdings Available for Sale.

For the three months ended September 30, 2002, Biorem's sales increased by
$530,374 or 320% compared to the same quarter of 2001. This increase was due to:
1) the result of accelerated bookings at the end of 2001, 2) manufacturing was
in progress at 3 major sites in Jefferson County, Alabama; Marion county in
Ohio; and Louisville, Kentucky. SRE's sales decreased in the 2002 period by
$1,948,154 (92%) from the 2001 period. SRE develops and manufactures certain
controls that are added to machine parts and supplied to an original equipment
manufacturer (OEM). Prior to April 1, 2002, the company was required to supply
the machine parts (at no mark-up) and the SRE manufactured controller with
mark-up under this arrangement. The agreement with the OEM was amended at the
beginning of the second quarter, such that SRE is no longer required to supply
the machine parts but continues to supply the manufactured controller. As a
result of this change in the business arrangement, CVF no longer records the
value of the machine parts in its sales or cost of sales. Had this arrangement
not changed, the Company's sales and cost of sales for the quarter would each
have been $1,359,600 greater than the reported amount. The change in this
arrangement has had no effect on the Company's gross margin dollars. It is
expected that as a result of the introduction of new products in 2002, there
will be a significant increase in sales later in the year. Dantec's sales
decreased by $593,628 in the 2002 period compared to the 2001 period mainly due
to CVF selling its interest in this subsidiary on April 19, 2002. Gemprint's
sales decreased by $29,902 or 20.4% compared to the same quarter of 2001.
Gemprint's sales in the third quarter 2001 were $96,098 (191%) higher than the
2000 period. Ecoval's sales were down slightly-$459 compared to the same quarter
of 2001.

CVF's gross dollar margin of $405,300 for the third quarter of 2002 represents a
decrease of $239,716 (37%) from the same period last year. This decrease is
mainly due to Dantec which had $406,572 lower gross margin in the third quarter
of 2002 as the interest in the company was sold in the second quarter 2002.
Gross margin as a percentage of sales increased to 40.2% for the third quarter
of 2002 from 21.1% for the third quarter of 2001. This decrease was offset
somewhat due to Biorem attaining $189,169 higher gross margins than in the
previous year due to higher sales volumes.

Selling, general and administrative expenses on a consolidated basis for the
three months ended September 30, 2002 amounted to $1,101,091, representing a
decrease of $547,340 (33.2%) compared to expense of $1,648,431 for the same
period in 2001. Of this decrease, $243,162 is due to decreased amortization of
goodwill which ceased in accordance with SFAS No. 142. Also, consulting fees
were reduced by $115,355 (54%). Other declines in expenses relate to the overall
sales decrease in the third quarter of 2002. Management continues to undertake a
concerted effort to effect an overall reduction in administrative costs.
<PAGE>
Over the past year CVF has undertaken many initiatives to lower the Company's
expenses. (See further discussion in the Liquidity and Capital Resources
section).

Research and development expenses for the third quarter of 2002 amounted to
$110,890 compared to $216,179 incurred in the comparable 2001 period, or a
decrease of $105,289 (49%). Spending was decreased at all the investee companies
however, most of the decrease was at SRE (a $38,436 or 40% decrease) and Ecoval
(a $43,424 or 73% decrease).

Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $15,471 in the 2002 period compared to $98,144 in the
2001 period. This decrease is attributable to lower losses incurred in the 2002
period for both Petrozyme and IMT.

Gain on sale of holdings amounted to $9,315 in the 2002 period compared to
$69,646 in the 2001 period. The gain in the 2002 period represents the sale of a
portion of CVF's holdings in RDM and in the 2001 period the sale of a portion of
CVF's holdings in TurboSonic.

Recovery of income taxes amounted to $4,001 in the 2002 period compared to a
recovery of $55,467 in the 2001 period.

Minority interest portion of the loss increased to $48,191 in the third quarter
of 2002 from $20,903 in the comparable 2001 period. This increase was due to
Dantec having income in the 2001 period.

Loss from operations of discontinued segment was a $68,060 loss in the 2001
period. This reflects Elements 2001 loss through the date operations were closed
in September 2001.

Loss on closing of discontinued segment was $102,367 in the 2001 period. This
reflects the loss on closing of Elements in September 2001.

CVF recorded a net loss of $759,819 for the three months ended September 30,
2002 resulting from the operations described above. This compares to a net loss
of $1,343,195 incurred in the corresponding period of 2001.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2001:

Consolidated sales of CVF for the nine months ended September 30, 2002 amounted
to $5,020,164, representing a decrease of $4,855,708 (49.2%) compared to sales
of $9,875,872 for the same period in 2001. This decrease is mainly due to SRE's
sales for the first nine months of 2002 decreasing by $5,576,760 (73.8%). SRE
develops and manufactures certain controls that are added to machine parts and
supplied to an original equipment manufacturer (OEM). Prior to April 1, 2002,
the company was required to supply the machine parts (at no mark-up) and the SRE
manufactured controller with mark-up under this arrangement. The agreement with
the OEM was amended at the beginning of the second quarter, such that SRE is no
longer required to supply the machine parts but continues to supply the
manufactured controller. As a result of this change in the business arrangement,
CVF no longer records the value of the machine parts in its sales or cost of
sales. Had this arrangement not changed, the Company's sales and cost of sales
for the 2002 period would each have been $2,469,300 greater than the reported
amount. The change in this arrangement has had no effect on the Company's gross
margin dollars. Biorem's sales increased by $1,443,972 or 186% compared to the
same period of 2001. This increase was due to: 1) the result of accelerated
bookings at the end of 2001, 2) a major biofilter media replacement project at a
plant in Quebec was completed, 3) the manufacture of six modular BASYS units for
a large odor control project in Alabama. Gemprint's sales increased by $82,589
(23%) during the first nine months of 2002 compared to the same period in 2001
due to increased GEMPRINT(TM) registrations by new customers and a large order
for gemprinting by a manufacturer of diamond rings, multi-stone bands and other
items of jewelry). Dantec's sales decreased by $745,679 (88%) in the 2002 period
compared to the 2001 period mainly due to CVF selling its interest in this
subsidiary on April 19, 2002 and thereby no longer recording its sales.
<PAGE>
CVF's gross dollar margin of $1,530,037 for the first nine months of 2002
represents an increase of $305,775 (25%) from the same period last year. Gross
margin as a percentage of sales increased to 30.5% for the first nine months of
2002 from 12.4% for the first nine months of 2001. This increase in the more
recent period is mainly due to Biorem attaining higher gross margins than in the
previous year due to improved cost factors and significantly higher sales
volumes. The change in the business arrangement at SRE with one of its customers
(as previously discussed) had an effect of increasing the gross margin
percentage. If this change had not occurred the overall gross margin percentage
for the 2002 period would have been 20.4% instead of 30.5%.

Selling, general and administrative expenses on a consolidated basis amounted to
$3,399,465 for the first nine months of 2002. This represents a decrease of
$1,700,654 or 33% over the first nine months of 2001.

Of this decrease, $716,945 is due to decreased amortization of goodwill which
ceased in accordance with SFAS No. 142. Also, consulting fees were reduced by
$280,461 (46%). Other declines in expenses relate to the overall sales decrease
in the first nine months of 2002. Management continues to undertake a concerted
effort to effect an overall reduction in administrative costs. Over the past 9
months CVF has undertaken many initiatives to lower the Company's expenses. (See
further discussion in the Liquidity and Capital Resources section).

Research and development expenses for the nine months ended September 30, 2002
were $311,463 compared to $705,521 in the 2001 period, or a decrease of $394,058
(56%). Spending was decreased at all the investee companies however, most of the
decrease was at SRE (an $149,011 or 46% decrease) and Ecoval (a $163,131 or 75%
decrease).

Net interest expense for the first nine months of 2002 increased to $84,970 from
$68,515 in the 2001 period. This increase in expense is due to lower average
cash balances invested during the 2002 period.

Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $43,706 in the 2002 period from $244,876 in the 2001
period. This decrease is attributable to lower losses incurred in the 2002
period for both Petrozyme and IMT.

Gain on sale of holdings amounted to $263,312 in the 2002 period compared to
$369,786 in the 2001 period. The gain in the 2002 period represents the sale of
a portion of CVF's holdings in RDM and TurboSonic and in the 2001 period the
sale of a portion of CVF's holdings in RDM and TurboSonic.

Gain on sale of subsidiary in the 2002 period reflects the gain recorded on the
sale of CVF's interest in Dantec on April 19, 2002.

Recovery of income taxes amounted to $478,495 in the 2002 period compared to a
recovery of $82,662 in the 2001 period. During the 2002 period the Job Creation
and Worker Assistance Act of 2002 was signed into law which included changing
the carryback period for net operating losses from 2 years to 5 years.

Minority interest portion of the loss decreased to $207,332 in the 2002 period
from $299,364 in the comparable 2001 period. This decrease was due to
significantly lower losses from Dantec in the 2002 period as CVF sold its
interest in Dantec in April 2002.

Loss from operations of discontinued segment was $138,552 in the 2001 period.
This reflects Elements 2001 loss through the date operations were closed in
September 2001.

Loss on closing of discontinued segment was $102,367 in the 2001 period. This
reflects the loss on closing Elements operation in September 2001.

CVF recorded a net loss of $792,855 for the nine months ended September 30, 2002
resulting from the operations described above. This compares to a net loss of
$4,333,951 incurred in the corresponding period of 2001.

LIQUIDITY AND CAPITAL RESOURCES:
<PAGE>
Stockholders' equity as of September 30, 2002 amounted to $469,206 compared to
$1,260,017 at December 31, 2001. This net decrease of $790,811 is primarily
attributable to a net loss of $792,855 which was recognized in the same period,
a decrease of $312,934 in unrealized gains on investment holdings and offset
somewhat by an increase in warrants and other paid in capital related to the
Company's stock options and warrants totaling $215,812.

The current ratio of CVF at September 30, 2002 is .71 to 1, which has increased
from .61 to 1 at December 31, 2001. This increase in the current ratio is
attributable primarily due to the receipt of an income tax refund. If the
holdings in public companies available for sale were classified as a current
asset, then the current ratio would improve to .82 to 1.

CVF sold its investment in Dantec, one of its investee companies, for gross
proceeds of $572,600, on April 19, 2002. In addition, CVF is using its publicly
traded marketable securities (which are not included in its current assets but
which had a market value of $302,986 as of September 30, 2002) as a source of
liquidity.

CVF management anticipates that over the next twelve month period CVF should
have sufficient cash from various sources to sustain itself. Between cash on
hand and marketable securities available for sale at September 30, 2002, and the
potential sales of a portion of its holdings in certain investee companies, the
Company expects to have enough cash to fund itself and its investee companies.
Additionally, CVF, at the parent level has no outside debt and a line of credit
could be sought.

As of June 30, 2002, in accordance with the terms of the Company's Series B
Convertible Preferred Stock (the "Series B Preferred"), the holder thereof was
entitled to receive when, as and if declared by the board of directors, out of
funds legally available for the payment of dividends, dividends in the aggregate
amount of $102,600 payable in cash or shares of common stock at the option of
the Company. The terms of the Series B Preferred limited the number of shares
that may be issued in payment of this dividend to 34,131 shares as of June 30,
2002. In accordance with its terms, no further common shares may be issued in
payment of dividends on the Series B Preferred. The Company has determined that
in accordance with the Nevada General Corporation Law with respect to the
remaining dividend due as of June 30, 2002, $94,571, there are no funds legally
available for the payment of this dividend. By the terms of the Series B
Preferred, the dividend rate computed on the liquidation preference thereof
($3.39 million at June 30, 2002) increases from 6% to 10% per annum until all
accrued and unpaid dividends are paid in full. By letter dated September 30,
2002, the holder of the Series B Preferred notified the Company that it was
requesting that the Company redeem for cash the Series B Preferred at a price of
135% of its liquidation preference plus accrued and unpaid dividends. The
Company has determined in accordance with Nevada General Corporation Law with
respect to redemptions there were no funds legally available for such
redemptions and therefore the Company will not at this time be redeeming its
Series B Preferred.

Management's analysis of cash resources was included in the December 31, 2001,
10-KSB. The analysis included the sale of Dantec in April 2002. The shortfall
resulting from these variances has been mitigated to some extent by gains on
disposition of marketable securities. Management continues to carefully monitor
and manage the company's liquidity and believes that the analysis included in
the 10-KSB is a reasonable indication of anticipated overall cash flows. The
Company intends to mitigate the net cash outflow by selling more of its holdings
or a portion of its holdings in certain investee companies.

Over the past year CVF has undertaken many initiatives to lower its expenses.
These initiatives have included lowering the head count of its office staff as
well as the elimination of one executive position. Also, the office in Charlotte
was closed and the headquarters office relocated resulting in lower costs. The
office closing/relocation and manpower reduction itself should save CVF
approximately $200,000 per year going forward. The use of consultants has been
reduced except those consultants who have agreed to receive their fee in CVF
common shares. Travel and entertainment has been significantly reduced over the
last few months and will continue at the reduced level going forward. CVF
management has adopted a very aggressive cost and expenditure controls and
monitoring policy.

The Company will no longer be required to fund Dantec as the investment in
Dantec was sold in April 2002. Also, Gemprint had a record sales month in March
2002 and had positive cash flow for the first time
<PAGE>
in the first quarter of 2002 followed by positive cash flow in the second
quarter. Gemprints sales for the first nine months of 2002 are already 92% of
last years full years's period. The changes in Ecoval have also resulted in
significantly lower costs. Biorem reported sales activity in the first 9 months
of 2002 already 183% ($1,435,417) higher than in all of 2001. The Elements
operation was shut down in September 2001 requiring zero cash after that date
from CVF.

FORWARD LOOKING STATEMENTS

CVF believes that certain statements contained in this Quarterly Report on Form
10-QSB constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance or achievements to vary materially
from the Company's expected results, performance or achievements. These factors
include, among others, the following:

      -     general economic and business conditions;

      -     foreign currency fluctuations, particularly involving Canada:

      -     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
            bring in 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.

      -     The Company's ability to satisfy or otherwise manage its obligations
            under its Series B Preferred Stock including its obligation to
            redeem such stock for cash, convert such stock to common shares or
            pay dividends thereon.

The Company will not update any forward-looking statements to reflect actual
results or changes in the factors affecting the forward-looking statements.

Item 3. Controls and Procedures

      (a)   Within the 90 days prior to the filing date of this report, the
            Company carried out an evaluation, under the supervision and with
            the participation of the Company's management, including the
            Company's Chief Executive Office 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. 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 have been no significant changes in the Company's internal
            controls or in other factors that could significantly affect those
            controls subsequent to the date of their evaluation.
<PAGE>
PART II - OTHER INFORMATION

Item 3.  Changes in Securities

      As of June 30, 2002, in accordance with the terms of the Company's Series
B Convertible Preferred Stock (the "Series B Preferred"), the holder thereof was
entitled to receive when, as and if declared by the board of directors, out of
funds legally available for the payment of dividends, dividends in the aggregate
amount of $102,600 payable in cash or shares of common stock at the option of
the Company. The terms of the Series B Preferred limited the number of shares
that may be issued in payment of this dividend to 34,131 shares as of June 30,
2002. In accordance with its terms, no further common shares may be issued in
payment of dividends on the Series B Preferred. The Company has determined that
in accordance with the Nevada General Corporation Law with respect to the
remaining dividend due as of June 30, 2002, $94,571, there are no funds legally
available for the payment of this dividend. By the terms of the Series B
Preferred, the dividend rate computed on the liquidation preference thereof
($3.39 million at June 30, 2002) increases from 6% to 10% per annum until all
accrued and unpaid dividends are paid in full. By letter dated September 30,
2002, the holder of the Series B Preferred notified the Company that it was
requesting that the Company redeem for cash the Series B Preferred at a price of
135% of its liquidation preference plus accrued and unpaid dividends. The
Company has determined in accordance with Nevada General Corporation Law, with
respect to redemptions there were no funds legally available for such
redemptions, and therefore the Company will not at this time be redeeming its
Series B Preferred.


Item 4 - Submission of Matters to Vote of Security Holders

      On August 29, 2002, the Company held its Annual Meeting of Shareholders.
The matter voted upon at the Annual Meeting was the election of four directors.
The results were as follows:

<TABLE>
<CAPTION>
     Name                              Votes For             Votes Withheld
<S>                                    <C>                   <C>
Jeffrey Dreben                         5,686,600                413,182
Robert Nally                           5,686,600                413,182
Robert Glazier                         6,045,800                 53,982
George Khouri                          6,045,800                 53,982
</TABLE>

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

      (11)  Statement re computation of per share earnings

      (99)  Certification Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002

      (b)   Reports on Form 8-K.

                  None.
<PAGE>
                                   SIGNATURES

                  In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

DATED:    November 14, 2002


                                       CVF TECHNOLOGIES CORPORATION


                                       By:    /s/ Jeffrey I. Dreben
                                          -----------------------------------
                                       Name:  Jeffrey I. Dreben
                                       Title: Chairman of the Board, President
                                                and Chief Executive Officer

                                       By:   /s/ Robert L. Miller
                                          -----------------------------------
                                       Name:  Robert L. Miller
                                       Title: Chief Financial Officer
<PAGE>
                                  CERTIFICATION

I, Jeffrey I. Dreben, certify that:

      1.    I have reviewed this quarterly report on Form 10-QSB of CVF
            Technologies Corporation;

      2.    Based on my knowledge, this quarterly 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 quarterly report;

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

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
            and have:

                  a.    designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        registrant, including its consolidated subsidiaries, is
                        made known to us by others within those entities,
                        particularly during the period in which quarterly report
                        is being prepared;

                  b.    evaluated the effectiveness of the registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this quarterly
                        report (the "Evaluation Date"); and

                  c.    presented in this quarterly report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the Evaluation
                        Date;

      5.    The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation, to the registrant's auditors
            and the audit committee of registrant's board of directors (or
            persons performing the equivalent functions):

                  a.    all significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                  b.    any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

      6.    The registrant's other certifying officers and I have indicated in
            this quarterly report whether or not there were significant changes
            in internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.


Date: November 14, 2002



                                                      /s/ Jeffrey I. Dreben
                                                      --------------------------
                                                      Jeffrey I. Dreben,
                                                      Chief Executive Officer
<PAGE>
                                  CERTIFICATION

I, Robert L. Miller, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of CVF Technologies
      Corporation;

2.    Based on my knowledge, this quarterly 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 quarterly report;

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

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

            a.    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which quarterly reports is being prepared;

            b.    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

            c.    presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent functions):

            a.    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b.    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: November 14, 2002



                                                /s/ Robert L. Miller
                                                --------------------------------
                                                Robert L. Miller,
                                                Chief Financial Officer
<PAGE>
                                  EXHIBIT INDEX

No.   Description

11    Statement re computation of per share earnings

99    Certification Pursuant to 18 U.S.C. 1350 As Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002