RVTI Rival Technologies Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from ___ to ___

Commission file number: 000-49900

RIVAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	43-2114971 (I.R.S. Employer Identification No.)
375 N. Stephanie Street, Henderson, Nevada (Address of principal executive offices)	89014 (Zip Code)

(702-990-0884)

(Registrant’s telephone number, including area code)

3155 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120

(Former address)

The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 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 [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [  ] Non-accelerated filer [  ]	Accelerated filed [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes [   ]   No [X]

The number of shares outstanding of the registrant’s common stock as of November 5, 2008 was 47,182,560.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

2

Consolidated Balance Sheets

3

Consolidated Statements of Operations

4

Consolidated Statements of Other Comprehensive Loss

5

Consolidated Statements of Cash Flows

6

Notes to the Consolidated Financial Statements

8

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

13

Item 4T.  Controls and Procedures

13

PART II – OTHER INFORMATION

Item 1A.  Risk Factors

13

Item 5.  Other Information

14

Item 6.  Exhibits

14

Signatures

14

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the three and nine month periods ended September 30, 2008 and 2007 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the nine month period ended September 30, 2008, are not necessarily indicative of results to be expected for any subsequent period.  

RIVAL TECHNOLOGIES, INC.

AND SUBSIDIARY

(A Development Stage Company)

Unaudited Consolidated Financial Statements

(Expressed in Canadian Dollars)

September 30, 2008

2

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
Expressed in Canadian Dollars
				September 30,					December 31,
				2008			2007
				(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and Cash equivalents		$	94,004				$	344,836
	Prepaid expenses			3,112					-
	Other current assets			1,170				1,773
		Total Current assets		98,286					346,609
PROPERTY AND EQUIPMENT, net				10,182					12,876
		TOTAL ASSETS	$	108,468			$		359,485
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	156,897				$	107,271
	Related party payable			4,500					4,500
	Convertible note payable			509,250					491,000
	Promissory note payable			5,575				5,575
		Total Current Liabilities		676,222					608,346
		Total Liabilities		676,222					608,346
STOCKHOLDERS' DEFICIT
	Common stock, 100,000,000 shares authorized without par value,
	47,182,560 and 47,157,560 shares issued and outstanding, respectively			14,857,051					14,847,051
	Additional paid-in capital			660,555					651,544
	Accumulated other comprehensive income			(4,875)					23,798
	Deficit accumulated during the development stage			(8,694,628)					(8,385,397)
	Accumulated deficit			(7,385,857)				(7,385,857)
		Total Stockholders' Deficit		(567,754)					(248,861)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	108,468			$		359,485
The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
Expressed in Canadian Dollars
(Unaudited)
															Cumulative
															Amounts From
															Beginning of
															Development
			For the						For the						Stage (April 1,
			Three months ended						Nine months ended						2003) to
			September 30,		September 30,		September 30,
			2008		2007		2008		2007		2008
REVENUES			$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES
	Amortization of beneficial conversion feature			-			-			-			-			82,622
	Consulting			-			184,099			56,551			197,563			1,098,457
	Depreciation			974			1,033			2,694			2,649			11,526
	Finders’ fees			-			-			-			-			665,000
	Investor relations			24,452			23,474			84,632			90,736			794,978
	Other general and administrative			44,693			55,224			139,104			174,506			892,736
	Research and development			-			-			-			78,983			561,029
		Total Operating Expense		70,119			263,830			282,981			544,437			4,106,348
LOSS BEFORE OTHER INCOME (EXPENSE)				(70,119)			(263,830)			(282,981)			(544,437)			(4,106,348)
OTHER INCOME (EXPENSE)
	Impairment of intangible property			-			-			-			-			(4,554,000)
	Write off payable			-			-			-			-			23,617
	Interest expense			(8,750)			(5,845)			(26,250)			(5,845)			(62,409)
	Interest Income			-			-			-			40			512
		Total Other Income (Expense)		(8,750)			(5,845)			(26,250)			(5,805)			(4,592,280)
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST				(78,869)			(269,675)			(309,231)			(550,242)			(8,698,628)
	Provision for income taxes			-			-			-			-			-
NET LOSS BEFORE MINORITY INTEREST				(78,869)			(269,675)			(309,231)			(550,242)			(8,698,628)
MINORITY INTEREST				-			7,576			-			43,327			4,000
NET LOSS			$	(78,869)		$	(262,099)		$	(309,231)		$	(506,915)		$	(8,694,628)
BASIC AND DILUTED NET LOSS PER SHARE			$	(0.00)		$	(0.01)		$	(0.01)		$	(0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED				47,182,560			46,812,976			47,168,509			46,685,276

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Other Comprehensive Loss
Expressed in Canadian Dollars
(Unaudited)
																	Cumulative
																	Amounts From
																	Beginning of
																	Development
					For the						For the						Stage (April 1,
					Three months ended						Nine months ended						2003) to
					September 30,		September 30,		September 30,
					2008		2007		2008		2007		2008
NET LOSS				$	(78,869)		$	(262,099)		$	(309,231)		$	(506,915)		$	(8,694,628)
			Foreign exchange gain (loss)		(10,505)		-		(28,673)		-		(4,875)
OTHER COMPREHENSIVE LOSS				$	(89,374 )	$	(262,099)	$	(337,904)	$	(506,915)	$	(8,699,503)

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
Expressed in Canadian Dollars
(Unaudited)
																	Cumulative
																	Amounts From
																	Beginning of
																	Development
						For the										Stage (April 1,
						Nine months ended										2003) to
						September 30,					September 30,
						2008					2007					2008
CASH FLOWS FROM OPERATING ACTIVITIES :
Net loss					$	(309,231)			$		(506,915)		$			(8,694,628)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Amortization of beneficial conversion feature					-					-					82,622
	Depreciation					2,694					2,649					11,526
	Shares issued for services					10,000					176,603					1,625,775
	Impairment of intangible property					-					-					4,554,000
	Options issued for services					9,011					-					9,011
	Minority interest					-					(43,327)					(4,000)
	Changes in assets and liabilities
		Receivables and prepayments				-					(4,010)					-
		Prepaid expenses				(3,112)					-					(3,112)
		Other current assets				603					(433)					62,150
		Accounts payable and accrued liabilities				39,777					(72,945)					107,859
		Net Cash Used by Operating Activities				(250,258)					(448,378)					(2,248,797)
CASH FLOWS FROM INVESTING ACTIVITIES :
	Purchase of equipment					-					(12,500)					(21,708)
		Net Cash Used by Investing Activities				-					(12,500)					(21,708)
CASH FLOWS FROM FINANCING ACTIVITIES :
	Convertible debenture					-					-					24,967
	Promissory note payable					-					-					5,575
	Proceeds from issuance of convertible notes payable		-								500,000					491,000
	Proceeds from issuance of common stock,
	net of issue costs					-					-					1,970,625
		Net Cash Provided by Financing Activities				-					500,000					2,492,167
EFFECT OF EXCHANGE RATE CHANGES ON CASH						(574)					(8,543)					(130,145)
NET DECREASE IN CASH						(250,832)					30,579					91,517
CASH AT BEGINNING OF PERIOD						344,836					405,676					2,487
CASH AT END OF PERIOD					$	94,004			$	436,255		$	94,004
The accompanying notes are in integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
Expressed in Canadian Dollars
(Unaudited)
										Cumulative
										Amounts From
										Beginning of
										Development
				For the						Stage (April 1,
				Nine months ended						2003) to
				September 30,		September 30,
					2008			2007		2008
SUPPLEMENTAL DISCLOSURES
Cash Paid for:
	Interest			$	-		$	-		$	-
	Income taxes			$	-		$	-		$	-
Non-Cash Transactions:
	Settlement of accounts payable to an officer
	of the company			$	-		$	-		$	54,744
	Shares issued to acquire intangible property			$	-		$	-		$	4,550,000
	Shares issued for services			$	10,000		$	176,603		$	1,625,775
	Shares issued to settle convertible debenture
	and accrued interest payable			$	-		$	-		$	13,729
	Beneficial conversion feature recorded as
	additional paid in capital			$	-		$	-		$	94,300
	Contributed capital on settlement of accounts
	payable			$	-		$	-		$	7,500
	Common stock issued in lieu of debt			$	-		$	-		$	15,353

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

September 30, 2008

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in its December 31, 2007 Annual Report on Form 10-K.  Operating results for the three months and nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

NOTE 2 -

LOSS PER SHARE

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock.  In periods where losses are reported the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.  Common stock equivalents, consisting of 886,631 shares of common stock in a convertible note payable and accrued interest and 18,000 in options were considered but were not included in the computation of loss per share at September 30, 2008 because they would have been anti-dilutive.

Following is a reconciliation of the loss per share for the three months and nine months ended September 30, 2008 and 2007:

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

September 30, 2008

NOTE 2 -

LOSS PER SHARE (Continued)

NOTE 3 -

GOING CONCERN

As shown in the accompanying unaudited consolidated financial statements, the Company incurred a net loss of $309,231 during the nine month period ended September 30, 2008.  In addition, the Company’s current liabilities exceeded its current assets by $577,936 at September 30, 2008.  These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty as to the Company’s ability to continue as a going concern.  The Company is seeking to raise additional capital through public and/or private offerings, targeting strategic partners in an effort to increase revenues, and expanding revenues through strategic acquisitions. The ability of the Company to continue as a going concern is dependent upon the success of capital offerings or alternative financing arrangements and expansion of its operations. The unaudited consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  As of September 30, 2008, the Company had cash and cash equivalents of $94,004.  

The Company will require additional funding during the next twelve months to finance the growth of its current operations and achieve its strategic objectives.  Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through 2008 and 2009.  However management cannot make any assurances that such financing will be secured.  

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

September 30, 2008

NOTE 4 -

STOCK OPTIONS AND WARRANTS

On February 15, 2008, the Company issued to an individual options to purchase up to 18,000 shares of the Company’s common stock for consulting services.  The options vested upon their issuance.  The options have an exercise price equal to the closing price of the common stock, the day prior to the signing or renewal of the corresponding consulting agreement.  The options expire at the close of business on August 15, 2013.  

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model pursuant to FASB Statement 123(R), “Share Based Payment” and the following assumptions: expected term of 5 ½  years, a risk free interest rate of 2.76%, a dividend yield of 0% and volatility of 142%.  Under the provisions of SFAS 123(R), additional consulting expense of $9,011 was recorded for the nine months ended September 30, 2008 pursuant to the Black-Scholes option pricing model for these options.  The following table summarizes the changes in options outstanding:

The following table summarizes the changes in options outstanding and the related price for the shares of the Company’s common stock issued to an individual for consulting services.

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

September 30, 2008

NOTE 5 -

CONVERTIBLE NOTE PAYABLE

During August 2007, the Company received $509,250 ($500,000 USD) from a company pursuant to a convertible note payable.  The note bears interest at 7% per annum, and is due on July 30, 2008.  As of September 30, 2008, accrued interest on the note totaled $59,945 (US$40,845). Until July 30, 2008, the note holder has the right, at the holder’s option, to convert the principal and accrued interest on the note, in whole or in part, into shares of the Company’s common stock at the closing market value of the common stock on the last trading day prior to the date upon which the note holder provides written notice. At July 30, 2008, the note holder extended the note payable until September 30, 2008. For the nine months period ended September 30, 2008, the principal and accrued interest was convertible into 886,631 shares of the Company’s common stock.  

The Company has adopted Emerging Issues Task Force (EITF) Issue No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, and EITF Issue No. 00-27, “Application of EITF Issue No. 98-5 to Certain Convertible Instruments.”    The Company incurred debt whereby the convertible feature of the debt provides for a rate of conversion based upon the closing market value of the common stock on the last trading day prior to the date upon which the note holder provides written notice.  Therefore, the Company has not recorded a beneficial conversion feature on this note pursuant to EITF Issue No. 98-5 and 00-27.

NOTE 6 -

COMMON STOCK

On June 2, 2008, the Company issued 25,000 Common Shares to consultants for consulting services rendered, valued at $0.40 per share, or $10,000.  

NOTE 7 –

SUBSEQUENT EVENT

 

                  On October 29, 2008, the convertible note holder (See Note 5, above) extended the convertible note payable from July 30, 2008 to March 31, 2009.

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In this report references to “Rival,” “Rival Technologies,” the “Company” “we,” “us,” and “our” refer to Rival Technologies, Inc.

FORWARD LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “intend,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

We are a holding company operating on a consolidated basis with our wholly-owned subsidiary, CWI Technology, Inc., and our majority-owned subsidiary, TRU Oiltech, Inc.   CWI Technology, Inc. is developing the Continuous Water Injection technology (“CWI Technology”), which is designed to reduce harmful nitrogen oxide and smoke emissions, improve fuel efficiency and provide cleaner operations of diesel engines.  TRU Oiltech, Inc. is developing the TRU ^™ process, which is a mild, thermal reagent, primary upgrading process designed for heavy crude and oil sands bitumen which improves viscosity for acceptance by pipeline transportation systems.   Both subsidiaries are development stage companies in the licensing and marketing stage for their technologies.

During the past quarters our management has been actively meeting with heavy oil producers to negotiate license agreements for the TRU™ process.  In January 2008 we announced that TRU Oiltech had contracted with an independent engineering consultant to provide an unbiased linear program analysis of our synthetic crude product TRULITE™.  In April we received that report which expressed concern regarding our testing methods and it recommended that we alter our testing methodology by undertaking a continuous feed pilot program that would simulate to a reasonable degree the expected operating conditions for a commercial production thermal cracker-solvent extraction process.  However, management believes that the TRU™ process will provide benefits and the operation of a commercial unit can be projected from the existing test results.  We intend to seek out oil industry partners to participate in the continuing testing phase for the commercial development of the TRU™ process.  However, we may be unsuccessful at negotiating a partnership agreement and in that case we will delay further development of the TRU™ process.  

In the last quarter, the Company moved to the second phase of the four phase business development plan of the TRU™ process; building a pilot plant. The Company commenced preliminary engineering and design for the pilot plant and construction is expected to begin in the fourth quarter of 2008 for completion in the third quarter of 2009. We are seeking financing to fund the final engineering and construction of the pilot plant and believe initial interest in the project remains positive.

Financial Condition

We have not received, nor recorded, consolidated revenue from ongoing operations for the past two years and have relied on equity transactions and loans to fund development of our subsidiaries’ business plans.  At September 30, 2008 we had cash and cash equivalents of $94,004, but we had negative working capital of $577,936.  We will need to raise funds during the next twelve months and management is actively pursuing additional sources of financing and targeting strategic partners to increase income.

During the past two years we have relied on debt financing and sales of our common stock for cash, and to avoid using our cash we have issued common stock in consideration for services.  At September 30, 2008, a convertible promissory note in the principal amount of $509,250 ($500,000 USD), with $59,945 ($40,845 USD) interest, was due; however, the holder of the note, Epsom Investment Services NV, agreed to extend the due date until March 31, 2009.  For the nine month period ended September 30, 2008, we have not recognized any cash flows from other financing activities.  

We anticipate that we will have research and development expenses in future periods as our subsidiaries further develop their

12

technologies.  We do not anticipate hiring employees in the short term, but this action will be based upon the success of our subsidiaries’ development of their respective technologies.  

Our challenge for the next twelve months will be to obtain financing to engineer and build the TRU Oiltech pilot plant to assist the development of our subsidiaries’ technology to a commercially viable application.  However, we may not be able to obtain adequate financing for the TRU Oiltech pilot plant.  In addition, our subsidiaries may be unable to develop each technology to a point where it satisfies the needs of the market.  In that case, our subsidiaries may have to research and develop other applications for the technologies or abandon further development of the technologies.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure.  Our Chief Executive Officer, who also is our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, he concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that there were no changes made in our internal controls over financial reporting during the third quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A.  RISK FACTORS

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act ( A Section 404").   Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.  

Pursuant to Section 404, our annual report for the year ended December 31, 2007 required a report by our management on the effectiveness of our internal control over financial reporting.  In our annual report for the year ended December 31, 2009 we will be required to provide an attestation from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting.  We cannot assure you as to our independent registered public accounting firm = s conclusions at December 31, 2009 with respect to the effectiveness of our internal control over financial reporting and there is a risk that our independent registered public accounting firm will not be able to conclude at December 31, 2009 that our internal controls over financial reporting are effective as required by Section 404.

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ITEM 5. OTHER INFORMATION

CUSIP Change

In October 2008 we changed the CUSIP number for the Regulation S common stock from CUSIP No. C788451 01 to the same CUSIP number used for our common stock, No. 768027 10 4.  Regulation S provides for the offers and sales of restricted securities outside of the United States.  An aggregate of 9,000,000 shares were issued under Regulation S and offered and sold in Europe.  All Regulation S sales were offshore transactions, with no directed selling efforts in the United States.  These securities are not registered under the Securities Act of 1933 and cannot be offered or sold in the United States unless registered under the Securities Act or an exemption from registration is available.

 

  ITEM 6.  EXHIBITS

Part I Exhibits

No.

Description

31.1

Chief Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

Part II Exhibits

No.

Description

3(i)

Articles of Incorporation of Rival Technologies, Inc. (Incorporated by reference to exhibit 3.1 to Form 8-K, filed October 31, 2005)

3(ii)

Bylaws of Rival Technologies, Inc. (Incorporated by reference to exhibit 3.3 to Form 8-K, filed October 31, 2005)

10.1

Amendment (2) to Convertible Promissory Note between Rival Technologies and Epsom Investment Services NV, dated October 29, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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