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.

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 the pilot plan; however, as the date of this filing we have not entered into any agreement for financing of the fourth phase. Management continues to seek financing and believes initial interest in the project remains positive.

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 March 31, 2009 was $9,244. We incurred a net loss of $59,971 during the three month period ended March 31, 2009 (the "2009 first quarter") and our current liabilities exceeded our current assets by $675,407 at March 31, 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'

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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 March 31, 2009, the interest accrued on this loan is $58,345 and the principal and accrued interest due was convertible into 3,722,300 shares of the Company's common stock.

Material Changes in Results of Operations

Our operating expenses decreased for the 2009 first quarter compared to the three month period ended March 31, 2008 (the "2008 first quarter"). The decrease was primarily due to reduced other general and administrative expense related to rental and office expenses in the 2009 first quarter. As a result of the decrease, we recorded a smaller net loss for the 2009 first quarter compared to the 2008 first quarter.

For the 2009 and 2008 first quarters we did not record research and development expense; however, 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

Off-balance Sheet Arrangements

None.