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, 2009

[  ]

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [  ]   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.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Non-accelerated filer [  ]	Accelerated filer [  ] 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 16, 2009 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

14

Item 4T.  Controls and Procedures

14

PART II – OTHER INFORMATION

Item 1A.  Risk Factors

15

Item 6.  Exhibits

15

Signatures

16

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, 2009 and 2008 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, 2009 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 US Dollars)

September 30, 2009

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
					September 30,		December 31,
					2009		2008
					(Unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	5,968	$	28,860
	Other current assets				2,224		1,878
			Total Current Assets		8,192		30,738
PROPERTY AND EQUIPMENT, net					7,347		9,624
			TOTAL ASSETS	$	15,539	$	40,362
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses			$	101,857	$	89,982
	Due to related party				60,000		-
	Accrued interest				76,886		49,595
	Convertible note payable				550,000		500,000
	Promissory note payable				4,559		4,559
			Total Current Liabilities		793,302		644,136
			Total Liabilities		793,302		644,136
STOCKHOLDERS' DEFICIT
	Common stock, 100,000,000 shares authorized without
	par value, 47,182,560 and 47,182,560 shares issued and outstanding, respectively				10,759,546		10,759,546
	Additional paid-in capital				514,326		514,326
	Accumulated other comprehensive income				66,596		77,473
	Deficit accumulated during the development stage				(7,086,247)		(6,923,135)
	Accumulated deficit				(5,031,984)		(5,031,984)
			Total Stockholders' Deficit		(777,763)		(603,774)
			TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	15,539	$	40,362
The accompanying notes are an integral part of these financial statements

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The accompanying notes are in integral part of these financial statements

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The accompanying notes are in integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
									Cumulative
									Amounts From
									Beginning of
									Development
									Stage on April 1,
					For the Nine Months Ended				2003 to
					September 30,				September 30,
					2009		2008		2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss				$	(163,112)	$	(304,365)	$	(7,086,247)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Amortization of beneficial conversion feature				-		-		65,899
	Depreciation				2,277		2,648		11,976
	Shares issued for services				-		12,571		1,373,732
	Impairment of intangible property						-		3,289,343
	Valuation of options				-		9,037		9,037
	Minority interest				-		-		(3,743)
	Changes in assets and liabilities:
		Other current assets			(346)		(2,319)		37,711
		Accounts payable and accrued liabilities			11,875		5,842		47,564
		Due to related party			60,000		-		60,000
		Accrued interest			27,291		26,250		76,886
		Net Cash Used by Operating Activities			(62,015)		(250,336)		(2,117,842)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment				-		-		(19,323)
		Net Cash Used by Investing Activities			-		-		(19,323)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from convertible debenture				-		-		19,890
	Promissory note payable				-		-		4,559
	Proceeds from issuance of convertible notes payable				50,000		-		550,000
	Proceeds from issuance of common stock, net of
	issue costs				-		-		1,500,104
		Net Cash Provided by Financing Activities			50,000		-		2,074,553
EFFECT OF EXCHANGE RATE CHANGES ON CASH					(10,877)		(10,608)		66,596
NET INCREASE IN CASH					(22,892)		(260,944)		3,984
CASH AT BEGINNING OF PERIOD					28,860		351,526		1,984
CASH AT END OF PERIOD				$	5,968	$	90,582	$	5,968

The accompanying notes are an integral part of these financial statements

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RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
										Cumulative
										Amounts
										From
										Beginning of
										Development
										Stage on April 1,
						For the Nine Months Ended				2003 to
						September 30,				September 30,
						2009		2008		2009
SUPPLEMENTAL DISCLOSURES
Cash Paid For:
	Interest				$	-	$	-	$	-
	Income taxes				$	-	$	-	$	-
Non-Cash Transactions:
	Settlement of accounts payable to an officer of the
	Company				$	-	$	-	$	42,301
	Shares issued to acquire intangible property				$	-	$	-	$	3,285,600
	Shares issued for services				$	-	$	12,571	$	1,373,732
	Shares issued to settle convertible debenture and
	accrued interest payable				$	-	$	-	$	10,099
	Beneficial conversion feature recorded as
	additional paid in capital				$	-	$	-	$	69,364
	Contributed capital on settlement of accounts
	Payable				$	-	$	-	$	5,580
	Common stock issued in lieu of debt				$	-	$	-	$	13,506
	Options granted for services				$	-	$	9,037	$	9,037

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 US Dollars

September 30, 2009

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 includes 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, 2008 Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

NOTE 2 - GOING CONCERN

As shown in the accompanying unaudited consolidated financial statements, the Company incurred a net loss of $163,112 during the nine month period ended September 30, 2009.  In addition, the Company’s current liabilities exceeded its current assets by $785,111 and $613,398 at September 30, 2009 and 2008, respectively. 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, 2009, the Company had cash and cash equivalents of $5,968.

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 2009 and 2010.  However management cannot make any assurances that such financing will be secured.  

NOTE 3 -

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 estimated the fair value of each stock option at the grant date by using the Black-Scholes option pricing model 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, additional consulting expense of $9,037 was recorded for the nine months ended September 30, 2008 and $0 for the nine months ended September 30, 2009 pursuant to the Black-Scholes option pricing model for these options.  

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in US Dollars

September 30, 2009

NOTE 3 -

STOCK OPTIONS AND WARRANTS (continued)

On April 24, 2009, the Company granted a total of 4,400,000 stock options under its stock option plan to senior management at the exercise price of $0.13 per share. The options will vest on a schedule as the TRU technology process completes a satisfactory pilot project and becomes used in commercial applications for five (5) years from the date of grant which is not exercisable in whole or part before September 30, 2009 or after April 14, 2014. The fair value of options will be vested when the completion of a satisfactory pilot project is used in commercial application under the stock options plan.

The Company estimated the fair value of each stock option at the grant date by using the Black-Scholes option pricing model and the following assumptions: expected term of 5 years, a risk free interest rate of 1.96%, a dividend yield of 0% and volatility of 149%. Under the provisions, the total stock options are valued $1,845,140. No expense has been recorded for the period ending September 30, 2009 related to these options, as they have not begun to vest.

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 US Dollars

September 30, 2009

NOTE 4 -

CONVERTIBLE NOTE PAYABLE

During August 2007, the Company received $500,000 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 December 31, 2007, accrued interest on the note totaled $14,595. 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. On July 30, 2008, the note holder extended the note payable until September 30, 2008. And on September 29, 2008 the convertible note holder extended the convertible note payable again to June 30, 2009 then extended continually until demand for payment. This Convertible Note Payable is currently in default. As of September 30, 2009 and December 31, 2008, accrued interest on the note totaled $75,845 and 49,595, respectively. For the nine months period ended September 30, 2009 and year ended 2008, the $500,000 principal and accrued interest was convertible into 1,799,516 and 2,892,605 shares of the Company’s common stock.  

On July 2, 2009, the Company entered into an additional agreement with Epsom Investment Services NV (“Epsom”) under a convertible promissory note in the amount of $100,000 bearing interest of 10% per annum.  The promissory note and interest are due and will be paid on demand. Epsom agreed when demand for payment is presented to the Company, Epsom has the option to convert the principal and interest outstanding at the end of the term into Rival common stock.  The conversion price will be the closing market value of the common stock on the last trading day prior to the date Epsom provides Rival with notice. The Company has received $50,000 under this agreement. For the nine months period ended September 30, 2009, the principal of $50,000 and accrued interest of $1,041 was convertible into 159,503 shares of the Company’s common stock.

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 the accounting pronouncement.

NOTE 5 -  RELATED PARTY TRANSACTIONS

Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.

There were $60,000 and $0 due to a related party, a Company owned by the officer, Douglas B. Thomas of the Company for accrued management services and operating expenses at September 30, 2009 and December 31, 2008, respectively. The amounts due to related parties are non-interest bearing and have no specific terms of repayment.

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RIVAL TECHNOLGIES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in US Dollars

September 30, 2009

NOTE 6 -

JOINT VENTURE

In May 2009, the Company signed a letter of intent for a joint venture (“JV) with Hamburg Financial Corporation (“HFC”) to form a 75% (as to Rival’s interest) and 25% (as to HFC’s interest) JV having the exclusive right from the date of commencement until December 31, 2009 to exploit Rival’s technology with a South American oil company. The JV agreement may be extended indefinitely based on the achievement of certain performance criteria established by both parties. HFC is to be responsible out of its share of JV participation to compensate others that may assist, either directly or indirectly, in facilitating the commercial exploitation of Rival’s technology in South America. All expenses, developmental or extraordinary, will be the responsibility of each party, relative to their respective interest in the JV. The JV was still in a development stage and there were no related expenses that occurred during the quarters ended as of September, 30, 2009.

 

 

NOTE 7 - SUBSEQUENT EVENT

Subsequent to the quarters ended September 30, 2009, the Company signed a Letter of Intent with a group of investors that will provide $6 million in financing to the Company. Terms of the proposed agreement are subject to a confidentiality agreement between the parties and will be announced upon successful completion of the agreement expected during the fourth quarter. The funds will be used to complete engineering and construction of the first TRU process, one barrel per day, continuous feed pilot plant.

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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 2008 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.  

During the fourth quarter of 2008, the Company moved to the second phase of the four phase business development plan of the TRU™ process:  building a pilot plant.  Management has actively sought financing to fund the final engineering and construction of a pilot plant; however, as the date of this filing we have not entered into any definitive agreement for financing of the fourth phase.  Management continues to seek financing and believes initial interest in the project remains positive.

In May 2009, TRU Oiltech engaged Mr. Brendon Billings, a senior petroleum engineer with over 30 years of international experience in reservoir optimization as the first member of the TRU Oiltech pilot project advisory team which will be expanded as Rival continues to move forward with the second phase of our four phase business development plan.

During the second quarter of 2009, the Company continued to execute on the second phase of its business development plan.  Rival is currently focused on concluding an agreement with a large South American oil company that will result in a pilot plant being financed and built. The heavy oil feed-stock for this pilot plant is perfectly suited for maximizing value utilizing the TRU process, even at current crude oil prices.  In May 2009, the Company signed a letter of intent for a joint venture with Hamburg Financial Corporation (“HFC”) to form a 75% (as to Rival’s interest) and 25% (as to HFC’s interest) joint venture.  The Company anticipates that the joint venture will provide an exclusive right to HFC from the date of commencement to December 31, 2010 to exploit Rival’s

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technology with a private American corporation. The parties anticipate that HFC will be responsible to compensate others that may assist, either directly or indirectly, in facilitating the commercial exploitation of Rival’s technology out of its share of the joint venture.  All expenses, developmental or extraordinary, will be the responsibility of each party, relative to their respective interest in the joint venture.  The parties plan to complete an initial licensing agreement during the last half of 2009.  

During the third quarter of 2009, HFC began discussions with a large privately held, United States based heavy oil producer/refiner/pipeline company, regarding the use of the TRU process technology. The next step would include construction of a continuous feed pilot plant using the TRU process technology and this oil producer’s feed stock. Results from this phase would move the project forward to commercial production.

The Company has three additional oil producers in preliminary discussions for a similar arrangement, as well as also taking steps to fund and build its own pilot plant.

  

Subsequent to the quarter ended September 30, 2009, the Company signed a Letter of Intent with a group of investors that will provide a $6 million financing to the company. Terms of the proposed agreement are subject to a confidentiality agreement between the parties and will be announced upon successful completion of the agreement expected during the fourth quarter. The funds will be used to complete engineering and construction of the first TRU process, one barrel per day, continuous feed pilot plant.

 

Material Changes in Financial Condition

We have not received, nor recorded, consolidated revenues from ongoing operations for the past two years and have relied on equity transactions and loans to fund development of our business plan.  As a result of equity financing and loans our consolidated cash position at September 30, 2009 was $5,968.  We incurred a net loss of $163,112 for the nine month period ended September 30, 2009 and our current liabilities exceeded our current assets by $785,111 at September 30, 2009.  These factors, as well as the uncertain conditions that the Company faces relative to capital raising activities, create an uncertainty as to our ability to continue as a going concern.  We continue to seek additional capital through public and/or private offerings, intend to target strategic partners in an effort to increase revenues and intend to expand our revenues through strategic acquisitions.

Our challenge for the next twelve months will be to obtain financing to assist the development of our subsidiaries’ technologies to a commercially viable application and then market them to customers.  However, 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 or we may need to abandon our business plans.

In 2007 we received a loan from Epsom Investment Services NV (“Epsom”) under a convertible promissory note in the amount of $500,000(US) bearing interest of 7% per annum.  The promissory note was payable on or before March 31, 2009, but Epsom agreed to extend the due date until demand for payment is presented to the Company.  Epsom has the option to convert the principal and interest outstanding at the end of the term into Rival common stock.  The conversion price will be the closing market value of the common stock on the last trading day prior to the date Epsom provides Rival with written notice of conversion.  As of September 30, 2009, the interest accrued on this loan is $75,845 and the principal and accrued interest due was convertible into 1,799,515 shares of the Company’s common stock.  

In July, 2009, the Company entered into an additional convertible promissory note with Epsom in the amount of $100,000 bearing interest of 10% per annum. The promissory note and interest are due and will be paid on demand.  Under the agreement when demand for payment is presented to the Company, Epsom has the option to convert the principal and interest outstanding at the end of the term into Rival common stock.  The conversion price will be the closing market value of the common stock on the last trading day prior to the date Epsom provides Rival with notice. The Company has received $50,000 pursuant to this note.  As of September 30, 2009, the interest accrued on this loan is $1,041 and the principal and accrued interest due was convertible into 159,503 shares of the Company’s common stock.  

In addition, Rival and Epsom entered into a loan agreement related to the prior convertible note, dated August 1, 2007, and the recent July 2, 2009 convertible note.  This loan agreement provides that Epsom may release the funds related to the July 2009 note amount in stages.  Also, Epsom may secure its debt under both notes and Rival

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has agreed to file any necessary documentation to place Epsom in a first position as a secured creditor. In addition, Rival agreed that it will not issue any capital stock, convertible securities or debt without Epsom’s express consent.

Material Changes in Results of Operations

Our operating expenses decreased from $278,115 to $135,822 and $66,691 to $35,002 for both the nine and three month periods ended September 30, 2009 (the “2009 interim periods”) compared to the same periods in 2008. These represented decreases of $142,293 and $31,689 operating expenses for the nine month period and three month period ended September 30, 2009 compared to the same period 2008 were primarily attributable to reduced rental, office expenses and consulting fees in the 2009 interim periods.  As a result of the decrease, we recorded a smaller net loss for the 2009 interim periods as compared to the 2008 interim periods.

Working capital, which was current assets less current liabilities, was a deficit of $785,111 at September 30, 2009 compared to a deficit of $613,398 at December 31, 2008. Working capital at September 30, 2009 included cash and cash equivalents of $5,968 and other assets of $2,224, among current assets.

The decrease in the Company’s cash flow provided by operating activities from $250,336 to $62,015 was due to the decrease in accounts payable and due to a related party, and the decrease in the net loss was primarily due to the decrease of investor relations expenses, general & administrative expenses, and consulting fees for the nine month period ended September 30, 2009 compared with the same period ended September 30, 2008.

The increase in the Company’s cash flow provided by the financing activities from $0 to $50,000 was due to the increase in proceeds from the issuance of convertible notes payable for the nine month period ended September 30, 2009 compared with the same period ended September 30, 2008.

Off-balance Sheet Arrangements

None.

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 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1A.  RISK FACTORS

We have a history of losses and may never become profitable.

We are unable to fund the development of our subsidiaries’ business plans and the lack of revenues for continued growth may cause us to delay our business development.  At September 30, 2009 we had negative cash flows from operating activities and we will require additional financing to fund our long-term cash needs.  We may be required to rely on debt financing, loans from related parties, and private placements of our common stock for that additional funding. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to the Company.  If the Company is unable to find such funding it could have a material adverse effect on our ability to continue as a going concern.

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, we are required to provide 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, 2010 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, 2010 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 that our internal controls over financial reporting are effective as required by Section 404.

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)

4.1

The 2005 Stock Equity Incentive Plan of Rival Technologies Inc. (Incorporated by reference to exhibit 4.1 to Form S-8, filed June 30, 2005)

10.1

Amendment (2) to Convertible Promissory Note between Rival Technologies and Epsom Investment Services NV, dated October 29, 2008 (Incorporated by reference to exhibit 10.1 to Form 10-Q, filed November 12,2008)

10.2

Convertible Promissory Note between Rival Technologies and Epsom Investment Services NV, dated July 2, 2009 (Incorporated by reference to exhibit 10.2 to Form 10-Q filed August 14, 2009)

10.3

Loan Agreement between Rival Technologies and Epsom Investment Services NV, dated July 2, 2009 (Incorporated by reference to exhibit 10.3 to Form 10-Q filed August 14, 2009)

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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.

RIVAL TECHNOLOGIES, INC. By: /s/ Douglas B. Thomas                             Douglas B. Thomas             President, Chief Executive Officer,             Principal Financial Officer	Date: November 16, 2009

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