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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 March 31, 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.)
 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 þ Noo As of May 4, 2005, there were 13,820,396 shares of common stock, $0.001 par value per share,
of the issuer outstanding. Transitional Small Business Disclosure Format (check one): Yes o No 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 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-11 Statement re: Computation of Per Share EarningsEX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32 Section 906 Certifications    Table of Contents  
 PART I  FINANCIAL INFORMATION 
 Item 1. Financial Statements CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (Expressed in U.S. Currency)March 31,
    
    
    December 31,2005
    
    
    2004(unaudited)
    
    
    (audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    232,520
    
    
    $
    112,648Trade receivables
    
    
    132,975
    
    
    
    139,313Receivable from sale of Biorem stock
    
    
    257,015
    
    
    
    Inventory
    
    
    52,432
    
    
    
    58,818Prepaid expenses and other
    
    
    30,345
    
    
    
    30,086TOTAL CURRENT ASSETS
    
    
    705,287
    
    
    
    340,865Property and equipment, net of accumulated depreciation
    
    
    47,501
    
    
    
    51,369Loans receivable
    
    
    142,251
    
    
    
    142,251Investment & notes receivable in Biorem
    
    
    687,699
    
    
    
    791,820Holdings available for sale, at market
    
    
    2,044
    
    
    
    2,011Goodwill
    
    
    1,200,108
    
    
    
    1,200,108TOTAL ASSETS
    
    $
    2,784,890
    
    
    $
    2,528,424LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYCURRENT LIABILITIES:Notes payable  other
    
    $
    25,000
    
    
    $
    Subsidiary loans past due or in default
    
    
    237,074
    
    
    
    239,139Accounts payables and accrued liabilities
    
    
    3,131,782
    
    
    
    3,228,089Preferred and other non-voting stock of subsidiaries
    
    
    206,625
    
    
    
    208,425TOTAL CURRENT LIABILITIES
    
    
    3,600,481
    
    
    
    3,675,653LONG-TERM LIABILITIES:Notes payable  other
    
    
    
    
    
    
    25,000Deferred income taxes
    
    
    200,859
    
    
    
    241,892Pension obligation
    
    
    607,674
    
    
    
    618,916TOTAL LONG-TERM LIABILITIES
    
    
    808,533
    
    
    
    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
    
    
    
    63,4554,472,469
    
    
    
    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
    
    
    30,624,378
    
    
    
    30,632,237Treasury stock
    
    
    (2,747,174
    )
    
    
    (2,747,174
    )Accumulated other comprehensive loss
    
    
    (390,832
    )
    
    
    (409,594
    )Accumulated deficit
    
    
    (29,299,447
    )
    
    
    (29,697,398
    )TOTAL STOCKHOLDERS (DEFICIT) EQUITY
    
    
    (1,687,579
    )
    
    
    (2,096,492
    )TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
    
    $
    2,784,890
    
    
    $
    2,528,424
 See notes to consolidated financial statements




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (Expressed in U.S. Currency)Three months ended March 31,2005
    
    
    2004SALES
    
    $
    149,143
    
    
    $
    2,353,222Cost of sales
    
    
    39,948
    
    
    
    1,362,017GROSS MARGIN
    
    
    109,195
    
    
    
    991,205EXPENSES:Selling, general and administrative
    
    
    459,092
    
    
    
    1,241,760Research and development
    
    
    
    
    
    
    155,111TOTAL EXPENSES
    
    
    459,092
    
    
    
    1,396,871(Loss) from continuing operations before under noted items
    
    
    (349,897
    )
    
    
    (405,666
    )OTHER (EXPENSES) INCOMEInterest (expense), net
    
    
    (23,986
    )
    
    
    (87,863
    )Income from equity investees
    
    
    27,408
    
    
    
    Other (expense), net
    
    
    (15,369
    )
    
    
    (5,773
    )Gain (loss) on sale of holdings
    
    
    723,652
    
    
    
    (2,035
    )Gain on sale of equity in subsidiary
    
    
    
    
    
    
    742,568TOTAL OTHER INCOME
    
    
    711,705
    
    
    
    646,897Income before income taxes and minority interest
    
    
    361,808
    
    
    
    241,231Income taxes (recovery)
    
    
    (36,906
    )
    
    
    32,868Income before minority interest:
    
    
    398,714
    
    
    
    208,363Minority interest in loss
    
    
    
    
    
    
    38,016NET INCOME
    
    $
    398,714
    
    
    $
    246,379BASIC INCOME PER SHARE
    
    $
    0.03
    
    
    $
    0.02DILUTED INCOME PER SHARE
    
    $
    0.03
    
    
    $
    0.02WEIGHTED
SHARES USED IN COMPUTATION - BASIC
    
    
    13,811,849
    
    
    
    11,242,663WEIGHTED
SHARES USED IN COMPUTATION - DILUTED
    
    
    14,490,981
    
    
    
    13,418,471
 See notes to consolidated financial statements




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (Expressed in U.S. Currency)Three Months Ended March 31,2005
    
    
    2004CASH FLOW FROM OPERATING ACTIVITIES:Net income
    
    $
    398,714
    
    
    $
    246,379Adjustments to reconcile net loss
from operating activities:Depreciation and amortization
    
    
    3,377
    
    
    
    120,457Gain on sale of subsidiary
    
    
    
    
    
    
    742,568Loss on sale of holdings
    
    
    
    
    
    
    2,035Minority interest in losses of subsidiaries
    
    
    
    
    
    
    (38,016
    )Pension expense
    
    
    (11,242
    )
    
    
    (12,185
    )Deferred tax income
    
    
    
    
    
    
    32,868Stock option compensation
    
    
    (11,000
    )
    
    
    (108,230
    )Income from equity investees
    
    
    (27,408
    )
    
    
    Changes in non-cash working capital itemsDecrease in trade receivables
    
    
    6,338
    
    
    
    599,622(Increase) in receivable from sale of Biorem stock
    
    
    (257,015
    )
    
    
    Decrease in inventory
    
    
    6,386
    
    
    
    473,766(Increase) decrease in prepaid expenses and other
    
    
    (259
    )
    
    
    17,286Decrease (increase) in income taxes receivable
    
    
    (41,033
    )
    
    
    11,257(Decrease) in trade payables and accrued liabilities
    
    
    (96,307
    )
    
    
    (1,160,160
    )(428,163
    )
    
    
    681,268CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
    
    
    (29,449
    )
    
    
    927,647CASH FLOWS FROM INVESTING ACTIVITIES:Disposal of property and equipment
    
    
    
    
    
    
    239,321Proceeds from sale of holdings
    
    
    589,975
    
    
    
    2,432CASH PROVIDED BY INVESTING ACTIVITIES
    
    
    589,975
    
    
    
    241,753CASH FLOWS FROM FINANCING ACTIVITIES:Increase in bank indebtedness
    
    
    
    
    
    
    21,238(Decrease) in note payable to officer
    
    
    
    
    
    
    (734,675
    )Repayment of debt
    
    
    2,065
    
    
    
    CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    2,065
    
    
    
    (713,437
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
    
    
    (442,719
    )
    
    
    (174,418
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    119,872
    
    
    
    281,545CASH AND
CASH EQUIVALENTS - beginning of period
    
    
    112,648
    
    
    
    225,535CASH AND
CASH EQUIVALENTS - end of period
    
    $
    232,520
    
    
    $
    507,080
 See notes to consolidated financial statements




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) (Expressed in U.S. Currency)Three months ended March 31,2005
    
    
    2004Net Income
    
    $
    398,714
    
    
    $
    246,379Other comprehensive income, net of tax:Foreign currency translation adjustments
    
    
    18,623
    
    
    
    232,281Unrealized holding gains:Unrealized holding losses arising during period (see note below)
    
    
    139
    
    
    
    1,222Total other comprehensive income
    
    
    18,762
    
    
    
    233,503Comprehensive income during period
    
    $
    417,476
    
    
    $
    479,882
 Note: Unrealized holding losses are net of tax (benefit) of $93 and
$815 for the three months ended March 31, 2005 and 2004
respectively. See notes to consolidated financial statements




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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2005 AND 2004(UNAUDITED) (Dollars Expressed in U.S. Currency)  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. The Canadian dollar is the functional currency used by the
Company, whereas the reporting currency is the U.S. dollar.  2.
    ACCOUNTING POLICIES (i) 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 consolidated
Companys current liabilities exceed its current assets. The Company has incurred
losses over the past seven years, which have reduced the Companys cash
reserves, and depleted stockholders equity. Further, the Company has several
contingent liabilities (note 13). The Companys primary need for cash is to maintain its ability to support the
operations and ultimately the carrying values of certain of its individual investee
companies. The Company is actively pursuing the sale of a portion of its interests
in some of its investee companies as a source of funds, as well as establishing lines
of credit or issuing new stock and reduction of cash flow needs. 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 and has
taken steps to reduce the operating cash requirements of the parent company and its
investees. The Company is also seeking outside investment for these companies.


There is no assurance that these initiatives will be successful or that certain of its
investees will continue to have adequate cash resources and capital to be able to
continue as going concerns.




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The Companys ability to continue to realize assets and discharge liabilities in
the normal course 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. (ii) Stock Based Compensation Plans The Company accounts for stock-based compensation plans under Accounting Principles
Board Opinion 25, (APB 25) Accounting for Stock Issued to Employees and the related
interpretation, for which no compensation cost is recorded in the statement of operations
for the estimated fair value of stock options issued with an exercise price equal to the
fair value of the common stock on the date of grant. Statement of Financial Accounting
Standards No.123 (SFAS 123) Accounting for Stock-Based Compensation, as amended by
Statement of Financial Accounting Standards No. 148 (SFAS 148) Accounting for Stock-Based
Compensation  Transition and Disclosure, requires that companies, which do not elect to
account for stock-based compensation as prescribed by this statement, disclose the
pro-forma effects on earnings and earnings per share as if SFAS 123 has been adopted. If the Company had applied the recognition provisions of SFAS 123 using the Black-Scholes
option pricing model, the resulting pro-forma net income available to common shareholders, and
pro-forma net income available to common shareholders per share would be as follows: For the three months endedMarch 31,2005
    
    
    
    2004Net income to common shareholders,
as reported
    
    
    $
    397,951
    
    
    
    $
    239,771Deduct (Add): Stock-based
compensation, net of tax
    
    
    
    
    
    
    
    
    Net income available to common
shareholders, pro-forma
    
    
    $
    397,951
    
    
    
    $
    239,771Basic earnings per share:As reported -
    
    
    $
    .03
    
    
    
    $
    .02Pro-forma -
    
    
    $
    .03
    
    
    
    $
    .02Diluted earnings per share:As reported -
    
    
    $
    .03
    
    
    
    $
    .02Pro-forma -
    
    
    $
    .03
    
    
    
    $
    .02
 The above stock-based employee compensation expense has been determined utilizing a
fair value method, the Black-Scholes option-pricing model. The Company has recorded no compensation expense for stock options as none were granted to
employees during the three months ended March 31, 2005 and March 31, 2004.




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In accordance with SFAS 123, the fair value of each option grant has been estimated as of
the date of the grant using the Black-Scholes option pricing model with the following
weighted average assumptions: For the three months ended March 31,2005
    
    
    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 In January 2005 Biorem completed its going public transactions and began trading on the
Toronto Venture Exchange effective Friday, January 21, 2005 under the symbol BRM. CVFs ownership
position in Biorem as of March 31, 2005 is approximately 3.2 million shares of Biorem Inc. representing approximately 32% of the
outstanding shares of Biorem and is valued as of March 31, 2005
at $9.4 million. Since CVF no longer owns more than 50% (effective November 24, 2004) CVF records the
results of Biorem on the equity basis of accounting compared to consolidating the results
previously.




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4.
    INCOME (LOSS) PER SHARE Basic income per share amounts are computed by dividing net income from continuing
operations available to common stockholders from continuing operation and income from
discontinued operations, and net income available to common stockholders by the weighted
average number of common shares outstanding during the period. The net income from
continuing operations and net income available to common stockholders consists of net
income from continuing operations and net income amounts reduced by the dividends on the
Companys Series A, B and C preferred stock. Diluted income 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. The Company has presented dilutive income per
share in those periods where there was net income and therefore reduced income per share
and not presented dilutive loss per share information when the dilution would reduce the
loss per share.  5.
    INVENTORYInventory consists of the following: March 31, 2005
    
    

December 31, 2004Raw Material
    
    $
    
    
    
    $
    Finished goods
    
    
    117,042
    
    
    
    124,821Less obsolescence reserve
    
    
    (64,610
    )
    
    
    (66,003
    )$
    52,432
    
    
    $
    58,818
  6.
    INVESTMENTS The following table provides certain summarized unaudited financial information
related to the Companys equity basis holdings: Three Months Ended March 31,2005
    
    
    2004Net Sales
    
    $
    1,955,725
    
    
    $
    477,456Gross profit on sales
    
    
    739,918
    
    
    
    139,691Net loss
    
    $
    (77,448
    )
    
    $
    (298,770
    )
 Included in the above results for the three months ended March 31, 2005 are the full three
month results of Biorem (the results are not included in the 2004 period above as Biorem was
consolidated in the 2004 period previous to November 24, 2004). Also, included in the results above
for the three months ended March 31,




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2005 are only the months of January 2005 and February 2005 for
SRE as SRE filed bankruptcy on March 31, 2005 and the results for the month of March 2005 are not
available. Included in the above results for the three months ended March 31, 2004 are the full three
months of SRE results. The first 86 days of 2004 (the date CVFs equity holdings in SRE changed
from above 50% to 37%) are also included in the consolidated results.  7.
    SERIES B PREFERRED DIVIDENDS In February 2004 the Companys outstanding Series B Convertible Preferred Stock was
restructured in a transaction agreed to with the holder of this stock. The holder
exchanged its Series B Convertible Preferred Stock with a stated value of $3,385,000 and
accrued dividends of approximately $673,600 for 1,000,000 shares of the Companys common
stock and a new Series C 6% Convertible Preferred Stock with a stated value of $1,000,000,
convertible into common stock at $1 per share. The Series C Preferred is subject to
mandatory redemption on February 27, 2006; however, the Companys obligation to redeem will
be limited to available cash in excess of working capital requirements for the next twelve
months. The Company also issued to the former Series B holder a three-year warrant to
purchase 100,000 shares of the Companys common stock at an exercise price of $0.35 per
share.  8.
    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, 2004 included in the Companys Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on April 8, 2005.  9.
    IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDSThe Company has implemented new accounting standards as follows:FASB 151  Inventory CostsIn November 2004, the FASB issued FASB Statement No. 151, which revised ARB No.43,
relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs and wasted material (spoilage). This Statement
requires that these items be recognized as a current period charge regardless of whether they
meet the criterion specified in ARB 43. In addition, this Statement requires the allocation of
fixed production overheads to the costs of conversion be based on normal capacity of the
production facilities. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Earlier application is permitted for inventory costs




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incurred during fiscal years beginning after the date of this Statement is issued. Management believes
this Statement will have no impact on the financial statements of the Company once adopted. FASB 152  Accounting for Real Estate Time-Sharing Transactions In December 2004, the FASB issued FASB Statement No. 152, which amends FASB Statement No.
66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA Statement of
Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate
Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real-estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP 04-2. This
Statement is effective for financial statements for fiscal years beginning after June 15, 2005.
Management believes this Statement will have no impact on the financial statements of the
Company once adopted. FASB 153  Exchanges of Non-monetary Assets In December 2004, the FASB issued FASB Statement No. 153. This Statement addresses the
measurement of exchanges of non-monetary assets. The guidance in APB Opinion No. 29, Accounting
for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets
should be measured based on the fair value of the assets exchanged. The guidance in that
Opinion, however, included certain exceptions to that principle. This Statement amends Opinion
29 to eliminate the exception for non-monetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of non-monetary assets that do not have
commercial substance. A non-monetary exchange has commercial substance if the future cash flows
of the entity are expected to change significantly as a result of the exchange. This Statement
is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier
application is permitted for non- monetary asset exchanges incurred during fiscal years
beginning after the date of this Statement is issued. Management believes this Statement will have no impact on the
financial statements of the Company once adopted. FASB 123
(revised 2004)  Share-Based Payments In 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




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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. 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 In March 2005, FASB Interpretation No.47 FIN 47 was issued, which clarifies certain
terminology as used in FASB Statement No. 143, Accounting for Asset Retirement
Obligations. In addition it clarifies when an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective
no later than the end of fiscal years ending after




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December 15, 2005. Early adoption of FIN 47 is encouraged. Management believes the adoption of FIN 47 will have no impact on the
financials of the Company, once adopted.  10.
    STOCK OPTIONS AND WARRANTS Due to the re-pricing of stock options in 2002 those options are subject to variable
plan accounting using the intrinsic value as prescribed by APB25. As the fair market value
of the Companys stock as of March 31, 2005 was $0.38 compared to $0.48 at December 31,
2005, and also since 75,000 of the repriced options were exercised during the first quarter
of 2005, a reduction in compensation expense of $31,000 was recorded during the 2005 first
quarter. As the fair market value of the Companys stock as of March 31, 2004 was $0.32
compared to $0.41 at December 31, 2003, a reversal of compensation expense of $200,050 was
recorded during the 2004 first quarter.  11.
    SEGMENTED INFORMATION The Company currently has three reportable segments (five in 2004): precious gem
identification, natural horticultural and general corporate. In 2002, as a result of
growth in the natural horticultural segment, as a percentage of consolidated sales, the
Company reallocated business units to business segments to more appropriately group units
for chief operating decision purposes and reporting in accordance with SFAS 131. This
change was applied on a retroactive basis. 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 natural horticultural segment consists of one company that develops, manufactures and
markets natural fertilizers, insecticides and herbicides. The Companys general corporate
segment 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.




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Industry Segments for the Three Months Ended March 31, 2005 and 2004 Biorem-
    
    
    Machine
    
    
    Identification
    
    
    Natural
    
    
    Corporateediation
    
    
    Controls *
    
    
    Systems
    
    
    Horticultural
    
    
    Administration
    
    
    Total2005
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Sales
    
    
    
    
    
    
    
    
    
    
    147,536
    
    
    
    1,607
    
    
    
    
    
    
    
    149,143Income (Loss) from
continuing operations
before other income
    
    
    
    
    
    
    
    
    
    
    (23,229
    )
    
    
    (10,908
    )
    
    
    (315,760)
    )
    
    
    (349,897
    )Other income
    
    
    
    
    
    
    
    
    
    
    (22.280
    )
    
    
    (10,009
    )
    
    
    743,994
    
    
    
    711,705Income (loss) from
continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    
    (45,509
    )
    
    
    (20,917
    )
    
    
    428,234
    
    
    
    361,8082004Sales
    
    
    1,668,083
    
    
    
    404,907
    
    
    
    156,823
    
    
    
    123,409
    
    
    
    
    
    
    
    2,353,222Income (Loss) from
continuing operations
before other income
(expense)
    
    
    258,512
    
    
    
    (207,255
    )
    
    
    (66,217
    )
    
    
    (62,897
    )
    
    
    (327,809
    )
    
    
    (405,666
    )Other income (expense)
    
    
    (27,872
    )
    
    
    (23,341
    )
    
    
    (10,614
    )
    
    
    (14,167
    )
    
    
    (19,677
    )
    
    
    (95,671
    )(Loss) from
continuing operations
before income taxes
    
    
    230,640
    
    
    
    (230,596
    )
    
    
    (76,831
    )
    
    
    (77,064
    )
    
    
    (347,486
    )
    
    
    (501,337
    )
     12.
    EQUITY INVESTEE SRE FILES BANKRUPTCY On March 11, 2005, a secured creditor of SRE called a $550,000 Cdn secured demand note
and appointed a receiver to administer the Company. The assets of SRE are estimated by the
receiver at $902,000 Cdn while the total due creditors (secured and unsecured) is estimated
at $1,600,000 Cdn. On March 31, 2005 a bankruptcy filing was filed in the office of the
Superintendent of Bankruptcy Canada. The first meeting of creditors was set for April 15,
2005. CVF examined its various options as a result of the action by this creditor which
included bidding on the assets claimed by the creditor. The first meeting of creditors of
SRE was conducted on April 15, 2005. As a result of that meeting a bid was accepted by the
trustee for SRE totaling $1.1 million Cdn from an unrelated third party, MCC Energy. It is
highly unlikely that CVF will receive any money from this sale and since CVFs investment
in SRE is carried at zero value there is no financial implication to CVF as a result of
this sale to an outside third party. As of March 25, 2004, SRE as a result of signing a Memorandum of Agreement, had
received $500,000 Cdn investment in new equity into SRE. As part of the requirements of
the new investment, all debt in SRE as of March 25, 2004, including $1,751,000 in debt held
by CVF, but excluding $390,000 Cdn held by other shareholders of SRE was converted into
equity. The net result of the new investment and the restructuring of the debt was that
CVF held approximately 37% of the equity of SRE. The gain of $742,568 is shown as a
separate line, Gain on sale of equity in subsidiary in other income within the income
statement.  13.
    CONTINGENCIES The Company is currently under an audit by the Internal Revenue Service
(IRS). As part of the routine audit, the IRS indicated that they reviewed the
treatment of capital losses claimed in the prior year and refunds of $2,532,000
received in 2001. A proposed deficiency in federal income tax was issued by the
IRS on December 1, 2003 totaling $2,969,123. On February 5, 2004 CVF issued a
formal protest to the proposed deficiency and its protest has now gone before
appeals at the IRS. If it is not resolved at the appeals level of the IRS, CVF intends
to challenge the IRS ruling in federal tax court, as CVF and its legal counsel
strongly believes its original deductions were correctly taken. This process could
take up to 6 to 24 more months to be resolved.




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OVERVIEW: CVF Technologies Corporation (www.cvfcorp.com) (CVF or the Company) was incorporated in 1995
and is involved in the business of investing in and managing early 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 1990 to the present. CVF generates 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 the investee company going public at the appropriate time. This has been done with CVFs
former investee companies Certicom Corporation and TurboSonic Technologies, Inc. Also, in January
2005, Biorem Technologies Inc. completed its going public transaction. 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.
CVFs ability to continue to provide assistance to its investees is subject to the limitations of
its own financial resources. Even though one of the investee companies was profitable in 2004, CVF,
on a consolidated basis, has incurred losses over the past seven years. These losses have depleted
the Companys cash reserve which has significantly limited the Companys ability to assist its
investees with its own capital in the past. However now that Biorem has gone public in January 2005
and is currently valued at $8.0 million (as of May 5, 2005) and a public market exists for its
stock, CVF will have more flexibility in assisting its investee companies. 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 in the 2005
period are Gemprint  Corporation (Gemprint) and Ecoval Corporation (Ecoval).
Biorem (effective November 24, 2004) results are no longer included in CVFs consolidated results
as CVFs ownership in Biorem as a result of Biorem issuing additional stock during its going public
transaction as well as the exercising of all stock options and conversion of all debt, as well as
CVF selling a portion of its Biorem shares, has now decreased to 32%, and SRE (results consolidated
through March 24, 2004 only, the date CVF had its majority interest in SRE diluted to 37%). CVF
records profit and loss using the equity method for companies in which CVF holds 20% to 50%
ownership. These companies are Biorem (effective November 24, 2004 when CVFs position fell below
50%), Petrozyme Technologies Inc. (Petrozyme), and SRE (subsequent to March 24, 2004 when CVFs
ownership position in SRE declined to 37%). The results of companies in which CVF has less than
20% ownership, are not included in the Consolidated Statement of Operations. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2004: Consolidated sales of CVF subsidiaries for the three months ended March 31, 2005 amounted to
$149,143, representing a decrease of $2,204,079 (94%) compared to sales of $2,353,222 for the same
period in 2004 due to no longer consolidating Biorem or SRE. For the three months ended March 31, 2005, Biorems sales are not included in CVFs consolidated
results as CVFs ownership in Biorem decreased below 50% on November 24, 2004. Biorems sales that
were consolidated in the 2004 period were $1,668,083. Also, for the three months ended March 31,
2005, SREs sales are not included in CVFs consolidated results as CVFs ownership in SRE
decreased to 37% during




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March 2004. SREs sales that were consolidated in the 2004 period were $404,907. Ecovals sales
decreased by $121,802 (99%) since fertilizer orders were no longer being actively pursued as the
company focuses on its pesticide division and sales of herbicide in Canada are now being sold by
Scotts Canada under an exclusive retail licensing agreement signed in late 2004. Gemprints sales
decreased by $9,287 or 6% compared to the same quarter of 2004 due to lower diamond registrations
and lower system sales. Also the weaker US dollar in the 2005 period contributed to the decrease. CVFs gross margin of $109,195 for the first quarter of 2005 represents a decrease of $882,010
(89%) from the same period last year. This
decrease is due to no longer consolidating Biorem which resulted in $722,343 lower gross margin in
the first quarter of 2005 and the effect of no longer consolidating SRE resulted in $118,448 lower
gross margin in the first quarter of 2005 offset somewhat due to Gemprint which had $6,345 higher
gross margin in the first quarter of 2005 due to higher margin business (74.4 % in the 2005 period
versus 66.0 % in 2004 period). Overall gross margin of CVF as a percentage of sales
increased to 73.2% for the first quarter of 2005 from 42.1% for the first quarter of 2004. Selling, general and administrative expenses on a consolidated basis for the three months ended
March 31, 2005 amounted to $459,092, representing a decrease of $782,668 (63%) compared to expenses
of $1,241,760 for the same period in 2004. This decrease is mainly due to no longer consolidating
Biorem which resulted in $396,854 lower expenses in the first quarter of 2005 and the effect of no
longer consolidating SRE resulted in $237,569 lower expenses in the first quarter of 2005. Ecovals
expenses decreased by $99,553 (91%) as the Ecoval intangible asset was fully amortized in mid 2004.
Management continues to undertake a concerted effort to effect an overall reduction in
administrative costs. Over the past 3 years 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 first quarter of 2005 amounted to $nil compared to
$155,111 incurred in the comparable 2004 period. This decrease is attributable to no longer
consolidating Biorems and SREs results. Net interest expense decreased to $23,986 for the first quarter of 2005 compared to net interest
expense of $87,863 for the first quarter of 2004. This decrease is attributable to no longer
consolidating Biorems and SREs results. Income from equity holdings (entities in which CVF has a 50% or less ownership i.e. Biorem) was
$27,408 in the 2005 period compared to $nil in the 2004 period. This represents CVFs share of
Biorems income in the 2005 period now that CVF owns less than 50% of Biorem. Other expense increased to $15,369 in the first quarter of 2005 from expense of $5,773 for the
first quarter of 2004 due to foreign currency exchange related to the weakening US dollar. Gain on sale of holdings amounted to $723,652 in the 2005 period compared to loss of $2,035 in the
2004 period. In the 2005 period the Company sold a portion of its holdings in Biorem. In the 2004
period the Company sold additional holdings in TurboSonic. The remaining holdings in TurboSonic are
relatively small and are not expected to contribute significant gains to the Company. Gain on sale of equity in subsidiary totaling $742,568 in the 2004 period represented a third party
investment which resulted in a restructuring of SRE whereby CVFs equity position decreased from
75% to 37%. Income tax recovery amounted to $36,906 in the 2005 period compared to an expense of $32,868 in the
2004 period. Income tax expense in the first quarter 2004 of $32,868 represented expense at Biorem
due to that companys profitability condition. In the 2005 period Biorem is no longer consolidated
in CVFs results. Minority interest portion of the loss decreased to $nil in the first quarter of 2005 from $38,016
in the comparable 2004 period. The amount in the 2004 period related only to Gemprint and since the
balance is now zero no further amounts are recognized.




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CVF, on a consolidated basis, recorded a net income of $398,714 for the three months ended March
31, 2005 which increased by $152,335 (62%) compared to a net income of $246,379 in the 2004 period. LIQUIDITY AND CAPITAL RESOURCES: Stockholders deficit as of March 31, 2005 amounted to $1,687,579 compared to a deficit of
$2,096,492 at December 31, 2004. This net decrease in the deficit of $408,913 is primarily
attributable to the net income of $398,714 which was recognized in the first three months of 2005. The current ratio of CVF at March 31, 2005 is .20 to 1, which has increased from .09 to 1 at
December 31, 2004. 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, value of the Biorem stock that became
listed on a public market in January 2005 (and is valued as of May 5, 2005, at $8.0 million), the
issuance of new securities, and the sales of a portion of its holdings in certain investee
companies, the Company expects to have enough cash to fund itself and certain of its investee
companies that are currently not profitable. Additionally, CVF has limited outside debt and a line
of credit could be sought. Over the past four years CVF has undertaken many initiatives to lower the parent companys
expenses. These initiatives have included lowering the head count of its office staff as well as
the elimination of two executive positions. The use of consultants has been significantly reduced
except those consultants who have been satisfied to receive their fee in CVF common shares. Travel
and entertainment has been significantly reduced over the last year and will continue at the
reduced level going forward. CVF management has adopted a very aggressive cost and expenditure
controls and monitoring policy. During 2004 CVF and the holder of CVFs Series B Convertible
Preferred Stock entered into a transaction whereby the holder exchanged its Series B Convertible
Preferred Stock with a stated value of $3,385,000 and accrued dividends of approximately $673,600
for 1,000,000 shares of CVFs common stock and a new Series C 6% Convertible Preferred Stock with a
stated value of $1,000,000, convertible into common stock at $1 per share. The Series C Preferred
and all accrued dividends thereon will be subject to mandatory redemption on February 27, 2006;
however, CVFs obligation to redeem will be limited to cash available to it at that time in excess
of one years prospective working capital. The Company also issued to the former Series B holder a
three-year warrant to purchase 100,000 shares of CVFs common stock at an exercise price of $0.35
per share. As at March 31, 2005, CVFs cash balance was $232,520 which is an increase of $119,872 compared to
December 31, 2004. The primary source of cash for the Company is expected to be from sale of a
portion of its investments in its public holding, Biorem Inc. (which had a value to CVF as of May
5, 2005 of approximately $8.0 million) or from CVF issuing additional securities. During the first
quarter 2005 CVF obtained $846,990 from sale of 349,142 common shares of Biorem. The company is
pursuing opportunities to raise funds from potential investors in CVF. The Company will also
continue to assist its investee companies in their efforts to obtain outside financing in order to
fund their growth and development of their business plans. Certain of the Companys financial
obligations included in current liabilities related to items that will not be paid in the near
term. The Company will carefully manage its cash payments on such obligations. 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 consolidated Companys current liabilities exceed its
current assets. The




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consolidated Company has incurred losses over the past seven years which have reduced the Companys
cash reserves, and depleted stockholders equity. Further, the Company has a contingent liability
described in Note 13. These conditions raise substantial doubt about the consolidated Companys ability to continue in
the normal course of business as a going concern, in relation to its ability to support its
investee companies. The Companys primary need for cash is to maintain its ability to support the operations and
ultimately the carrying values of certain of its individual investee companies. The Company plans
to sell some of its shares in publicly traded Biorem, borrow against CVFs assets, or issue
additional securities as a method of generating cash, as well as reducing its cash flow needs. 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 and has taken steps to
reduce the operating cash requirements of the parent company and its investees. The Company is
also seeking outside investment. There is no assurance that these initiatives will be successful
that certain of its investees will continue to have adequate cash resources and capital to be able
to continue as going concerns. The Companys ability to continue to realize assets and discharge liabilities in the normal course
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. 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, as a means of
augmenting CVFs needs to finance them. 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, which is part of 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, arising from the test, is charged to income. As of December
31, 2004 the Companys goodwill was tested and the Company calculated that no impairment existed at
that time. No further circumstances have arisen during the first three months of fiscal 2005 that
would indicate an impairment of goodwill has occurred subsequent to year end. As of December 31, 2004 the carrying value of the intangible assets associated with its subsidiary,
Ecoval has been reduced through normal amortization to zero. Although Ecoval has successfully
developed natural




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pesticide, herbicide and fertilizer products, and patented certain technologies related to these
products, sales of these products and related cashflows are still being developed, as the Company
works to expand its licensing and marketing partnerships. In addition, the Companys resources
available to support the expansion of Ecoval are currently limited. Contingencies  The Company is currently under an audit by the Internal Revenue Service (IRS). As
part of the routine audit, the IRS indicated that they reviewed the treatment of capital losses
claimed in the prior year and refunds of $2,532,000 received in 2001. A proposed deficiency in
federal income tax was issued by the IRS on December 1, 2003 totaling $2,969,123. On February 5,
2004 CVF issued a formal protest to the proposed deficiency and its protest has now gone before
appeals at the IRS. If it is not resolved at the appeals level of the IRS, CVF intends to challenge
the IRS ruling in federal tax court, as CVF and its legal counsel strongly believes its original
deductions were correctly taken. This process could take up to 2 more years to be resolved. 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. 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 the
variable method for determining compensation expense being enacted under FASB interpretation #44
of APB 25. Under this method, expense is recorded for the quoted market price of the stock issued
or, in the case of options, for the difference between the stocks quoted market price on the date
of grant and the option exercise price. Increases and decreases (but not below the exercise price)
in the quoted market price of the stock between the date of grant and the measurement date result
in a change in the measure of compensation for the award. As the Companys stock as at March 31,
2005 was $0.38 ($0.48 at December 31, 2004), and 75,000 shares of the repriced options as well as
30,000 of the options granted in 2003 were exercised during 2005 reduction of compensation expense
of $31,000 ($200,050 in 2004) was recorded. 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 $111,094 during 2002. FINANCIAL CONSIDERATIONS: Early Stage Development Companies: Each of the investees is an early stage development company
with a limited relevant operating history upon which an evaluation of its prospects can be made and
prone to the risks of all early stage development companies, including those described under
Forward Looking Statements. As such, there can be no assurance of the future success of any of
the investees. Quarterly Fluctuations: CVFs financial results have historically been, and will continue to be,
subject to quarterly and annual fluctuations due to a variety of factors, primarily resulting from
the nature of the companies in which it invests. Any shortfall in revenues in a given quarter may
impact CVFs results of operations due to an inability to adjust expenses during the quarter to
match the level of revenues for the quarter. There can be no assurance that CVF will report income
in any period in the future. While some of CVFs investees have consistently reported losses, CVF
has recorded income in certain fiscal periods and experienced fluctuations from period to period
due to the sale of some of its holdings, other one-time transactions and similar events. Rapid Technological Change: The markets for CVFs investees products are generally characterized
by rapidly changing technology, evolving industry standards, changes in customer needs and frequent
new product introductions. The future success of the investees will depend on their ability to
enhance current




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products, develop new products on a timely and cost-effective basis that meet changing customer
needs and to respond to emerging industry standards and other technological changes. There can be
no assurance that the investees will be successful in developing new products or enhancing their
existing products on a timely basis, or that such new products or product enhancements will achieve
market acceptance. 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. Other factors that may affect
CVFs future results include:  
    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. 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)
    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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##### Table of Contents



PART II  OTHER INFORMATION 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On January 14, 2005, the Company issued 35,750 shares of its common stock to one its
ex-officers who exercised stock options. Some of these shares were issued pursuant to an effective
registration statement on Form S-8 and others were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933 (the Securities Act). On January 14, 2005, the Company issued 23,421 shares of its common stock to one its employees
who exercised stock options. Some of these shares were issued pursuant to an effective registration
statement on Form S-8 and others were issued pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933 (the Securities Act). 
 Item 6. Exhibits  (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




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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: May 16, 2005 CVF TECHNOLOGIES CORPORATIONBy:
    /s/ Jeffrey I. DrebenName:
    Jeffrey I. DrebenTitle:
    Chairman of the Board, President
and Chief Executive Officer By:
    /s/ Robert L. MillerName:
    Robert L. MillerTitle:
    Chief Financial Officer 
 EXHIBIT INDEX 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.