Summary of RIVAL TECHNOLOGIES INC

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 the 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

technology with two interests; a public South American oil company, and 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.

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 June 30, 2009 was $0. We incurred a net loss of $118,320 for the six month period ended June 30, 2009 and our current liabilities exceeded our current assets by $735,592 at June 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 June 30, 2009, the interest accrued on this loan is $67,095 and the principal and accrued interest due was convertible into 1,890,317 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.

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 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 $211,424 to $100,820 and $126,960 to $49,598 for both the six and three month periods ended June 30, 2009 (the "2009 interim periods") compared to the same periods in 2008. These represented decreases of $110,604 and $77,362 operating expenses for the six month period and three month period ended June 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 $735,592 at June 30, 2009 compared to a deficit of $613,398 at December 31, 2008. Working capital at June 30, 2009 included cash and cash equivalents of $0 and other assets of $2,224, among current assets.

The decrease in the Company's cash flow provided by the operating activities from $ $156,807 to $24,419 was due to the decrease in the net loss.

Off-balance Sheet Arrangements

None.