RVTI Rival Technologies Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[X]

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

For the quarterly period ended June 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.)
3155 East Patrick Lane, Suite 1, Las Vegas, Nevada (Address of principal executive offices)	89120 (Zip Code)

(866) 694-2803

(Registrant’s telephone number, including area code)

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 August 11, 2008 was 47,182,560.

1

EXPLANATORY NOTE

Pursuant to a limited review by the Securities and Exchange Commission (“SEC”) of our reports, the SEC has requested that we amend this quarterly report to include the December 31, 2007 financial data on the balance sheet.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

2

Consolidated Balance Sheet

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 2.  Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 5.  Other Information

14

Item 6.  Exhibits

14

Signatures

15

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the six month periods ended June 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 six month period ended June 30, 2008, are not necessarily indicative of results to be expected for any subsequent period.  

RIVAL TECHNOLOGIES, INC.

AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Financial Statements

Unaudited

(Expressed in Canadian Dollars)

June 30, 2008

2

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
Expressed in Canadian Dollars
				June 30,			December 31,
				2008			2007
				(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
	Cash and Cash equivalents		$	156,368		$	344,836
	Prepaid expenses			3,424			-
	Other current assets			1,170			1,773
		Total Current assets		160,962			346,609
PROPERTY AND EQUIPMENT, net				11,155			12,876
		TOTAL ASSETS	$	172,117		$	359,485
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	131,172		$	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		650,497			608,346
		Total Liabilities		650,497			608,346
STOCKHOLDERS' DEFICIT
	Common stock, 100,000,000 shares authorized without
	par value, 47,182,560 shares issued and outstanding			14,857,051			14,847,051
	Additional paid-in capital			660,555			651,544
	Accumulated other comprehensive income			5,630			23,798
	Deficit accumulated during the development stage			(8,615,759)			(8,385,397)
	Accumulated deficit			(7,385,857)			(7,385,857)
		Total Stockholders' Deficit		(478,380)			(248,861)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	172,117		$	359,485
The accompanying notes are in integral part of these financial statements

3

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Operations
Expressed in Canadian Dollars
(Unaudited)
															Cumulative
															Amounts From
															Beginning of
			For the						For the						Development
			Three months ended						Six months ended						Stage (April 1,
			June 30,		June 30,		2003) to
			2008		2007		2008		2007		June 30, 2008
REVENUES			$	-		$	-		$	-		$	-		$	-
OPERATING EXPENSES
	Amortization of beneficial conversion feature			-			-			-			-			82,622
	Consulting			42,534			3,980			56,551			13,464			1,098,457
	Depreciation			582			1,031			1,720			1,616			10,552
	Finders’ fees			-			-			-			-			665,000
	Investor relations			31,429			43,068			60,180			67,262			770,526
	Other general and administrative			53,524			45,890			94,411			119,282			848,043
	Research and development			-			62,768			-			78,983			561,029
		Total Operating Expense		128,069			156,737			212,862			280,607			4,036,229
LOSS BEFORE OTHER INCOME (EXPENSE)				(128,069)			(156,737)			(212,862)			(280,607)			(4,036,229)
OTHER INCOME (EXPENSE)
	Impairment of intangible property			-			-			-			-			(4,554,000)
	Write off payable			-			-			-			-			23,617
	Interest expense			(8,750)			-			(17,500)			-			(53,659)
	Interest Income			-			-			-			40			512
		Total Other Income (Expense)		(8,750)			-			(17,500)			40			(4,583,530)
LOSS BEFORE INCOME TAXES AND
MINORITY INTEREST				(136,819)			(156,737)			(230,362)			(280,567)			(8,619,759)
	Provision for income taxes			-			-			-			-			-
NET LOSS BEFORE MINORITY INTEREST				(136,819)			(156,737)			(230,362)			(280,567)			(8,619,759)
MINORITY INTEREST				-			14,505			-			35,751			4,000
NET LOSS			$	(136,819)		$	(142,232)		$	(230,362)		$	(244,816)		$	(8,615,759)
BASIC AND DILUTED NET LOSS PER SHARE			$	(0.00)		$	(0.00)		$	(0.00)		$	(0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC DILUTED				47,165,252			46,620,368			47,161,406			46,620,368

The accompanying notes are in integral part of these financial statements

4

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Other Comprehensive Loss
Expressed in Canadian Dollars
(Unaudited)
																	Cumulative
																	Amounts From
																	Beginning of
					For the						For the						Development
					Three months ended						Six months ended						Stage (April 1,
					June 30,		June 30,		2003) to
					2008		2007		2008		2007		June 30, 2008
NET LOSS				$	(136,819)		$	(142,232)		$	(230,362)		$	(244,816)		$	(8,615,759)
			Foreign exchange gain (loss)		550		-		(18,168)		-		5,630
OTHER COMPREHENSIVE LOSS				$	(136,269 )	$	(142,232)	$	(248,530)	$	(244,816)	$	(8,610,129)

The accompanying notes are in integral part of these financial statements

5

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
Expressed in Canadian Dollars
(Unaudited)
												Cumulative
												Amounts From
												Beginning of
					For the							Development
					Six months ended							Stage (April 1,
					June 30,			2003) to
					2008				2007			June 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES :
Net loss				$	(230,362)		$		(244,816)		$	(8,615,759)
Adjustments to reconcile net loss to net cash
used by operating activities:
	Amortization of beneficial conversion feature				-				-			82,622
	Depreciation				1,720				1,616			10,552
	Shares issued for services				10,000				15,353			1,625,775
	Impairment of intangible property				-				-			4,554,000
	Options issued for services				9,011				-			9,011
	Minority interest				-				(35,751)			(4,000)
	Changes in assets and liabilities
		Receivables and prepayments			-				(3,997)			-
		Prepaid expenses			(3,424)				-			(3,424)
		Other current assets			603				(434)			62,150
		Accounts payable and accrued liabilities			23,902				(17,958)			91,984
		Net Cash Used by Operating Activities			(188,550)				(285,987)			(2,187,089)
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				-				-			491,000
	Proceeds from issuance of common stock, net of
	issue costs				-				-			1,970,625
		Net Cash Provided by Financing Activities			-				-			2,492,167
EFFECT OF EXCHANGE RATE CHANGES ON CASH					82				8,299			(129,489)
NET DECREASE IN CASH					(188,468)				(290,188)			153,881
CASH AT BEGINNING OF PERIOD					344,836				405,676			2,487
CASH AT END OF PERIOD				$	156,368		$	115,488		$	156,368
The accompanying notes are in integral part of these financial statements

6

RIVAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
Expressed in Canadian Dollars
(Unaudited)
										Cumulative
										Amounts From
										Beginning of
				For the						Development
				Six months ended						Stage (April 1,
				June 30,		2003) to
					2008			2007		June 30, 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		$	15,353		$	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 in integral part of these financial statements

7

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 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-KSB.  Operating results for the three months and six months ended June 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 1,426,155 in 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 June 30, 2008 because they would have been anti-dilutive.

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

8

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 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 $230,362 during the six month period ended June 30, 2008.  In addition, the Company’s current liabilities exceeded its current assets by $489,535 at June 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 placement 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 June 30, 2008, the Company had cash and cash equivalents of $156,368.  

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.  

9

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 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 six months ended June 30, 2008 pursuant to the Black-Scholes option pricing model for these options.  The following table summarizes the changes in options outstanding:

At June 30, 2008, 18,000 options were exercisable.

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.

10

RIVAL TECHNOLGIES, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

June 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 June 30, 2008, accrued interest on the note totaled $32,689. 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 June 30, 2008, the principal and accrued interest was convertible into 1,426,155 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.  

11

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.

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 June 30, 2008 we have cash and cash equivalents of $156,368, but we had negative working capital of $489,535.  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.  For the six month period ended June 30, 2008 we have not recognized any cash flows from financing activities.  We anticipate that we will have research and development expenses in future periods as our subsidiaries further develop their 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.  As of the date of this filing, we do not expect to purchase a plant or equipment.

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 for the technologies or abandon the technologies.

12

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 Chief Executive Officer is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The policies and procedures include:

*

maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of  assets,

*

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with  generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

*

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Our management determined that there were no changes made in our internal controls over financial reporting during the second 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.

13

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 2, 2008 we issued an aggregate of 25,000 shares of common stock valued at $10,000 under a financial consultant agreement.  We issued 21,250 shares to Baxter Capital Advisors, Inc. and 3,750 shares to Timothy C. Moody.  We relied on an exemption from the registration requirements provided by Section 4(2) of the Securities Act for a private transaction not involving a public distribution.

ITEM 5. OTHER INFORMATION

Stock Trading Upgraded

The Company received approval from FINRA for its stock to return to trading on the electronic OTC Bulletin Board on June 18, 2008.  The company is current and fully reporting under the Securities Exchange Act of 1934 and continues to file all reports as required under the Act, including Forms10-K and 10-Q.

 

Material Agreement

On April 21, 2008, Rival entered into a financial consultant agreement with Midsouth Capital Markets Group (“MSCM”) a Georgia company.  Under the agreement MSCM will provide financial services to Rival for a six month period on a non-exclusive basis.  In connection with the services provided, the Company agreed to issue 25,000 restricted shares of common stock as compensation. The compensation vested when the Company received a clearance letter from FINRA approving an OTC Bulletin Board quotation.

Termination of Consulting Agreement

On July 15, 2008 Rival Technologies terminated the Consulting Agreement with L.G. Zangani, LLC ( A Zangani @ ), dated February 15, 2008.  Management determined it was in the best interest of the company to terminate the agreement.  Under the agreement Zangani was to provide business development consulting to Rival for a six month period, terminating on August 15, 2008.  Rival agreed to pay Zangani $5,000 in advance for each month of service and granted options to Leonardo G. Zangani to purchase 18,000 shares of common stock at an exercise price of $0.55 US.  The options expire August 15, 2013.  Zangani was to receive a three percent (3%) success fee only if as a result of its services Rival commenced a commercial or financial relationship with one or more companies during the term of the agreement, including within one year following the termination of the agreement.  The success fee is payable for a consecutive five year period following the commencement of any commercial relationship.  

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

3.1

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

3.2

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

10.1

Consulting Agreement between Rival Technologies and L.G. Zangani, LLC, dated February 15, 2008 (Incorporated by reference to exhibit 10.1 to Form 10-Q, filed May 15, 2008)

10.2

Financial Consultant Agreement between Rival Technologies and Midsouth Capital Markets Group dated April 21, 2008 (Filed August 12, 2008)

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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,             Secretary, Treasurer, and Director	Date: August 19, 2008

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