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Correspondence

CVF Technologies Corporation

8604 Main Street, Suite 1

Williamsville, New York 14221

December 6, 2005

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Attention: Joyce Sweeney

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Sweeney:

Here is our response to your inquiry dated November 9, 2005.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Forms 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30, 2005

File No. 0-29266

Form 10-K for the Fiscal Year Ended December 31, 2004:

Audited Financial Statements

General

		1.

		Question - We note your supplemental response to
		comment 2 of our letter dated September 28, 2005. Please provide us with
		the following information:

		 •
		the relative contribution by investee for your
		Statements of Operations line item "income from equity investees" for
		2003 and 2004;

		 •
		specifically identify each investee that does not
		provide you with audited financial statements;

		 •
		for investees that do not provide you with audited
		financial statements tell us how you evaluate the internally generated
		financial statements when determining the appropriate valuation of your
		investment and their financial results included in your audited
		financial statements.

		Answer -

		 •
		the relative contribution by investee for the Statements
		of Operations line item "income from equity investees" for 2003 was $ 0
		and for 2004 all ($178,885) was due to Biorem Technologies Inc. ("Biorem").
		Biorem was recorded on the equity method for the period November 24,
		2004 to December 31, 2004 as CVF had 48.4% control of Biorem as of
		November 24, 2004. Prior to November 24, 2004 Biorem was consolidated in
		CVF Technologies Corporations ("CVF") results.

		 •
		For the year 2003 the following investees did not
		provide audited financial statements: Gemprint Corporation, Ecoval
		Corporation, SRE Controls Inc., Petrozyme Technologies Inc., and IMT
		Systems Inc. For the year 2004 the following investees did not provide
		audited financial statements: Gemprint Corporation, Ecoval Corporation, SRE Controls Inc., and Petrozyme Technologies Inc.

		 •
		CVF management is very much involved in the day to day
		operations of each of its investee companies. Therefore when CVF
		receives the internally prepared financial statements CVF reviews them
		and are able to determine the material accuracy of same. Also CVF's
		independent accountants during their quarterly reviews and audit at year
		end spend time at most of the investee companies and perform audit
		procedures sufficient to enable them to render an opinion of the results
		that are consolidated into CVF's financials or included in footnote
		disclosures.

		Note 3 - Summary of Significant Accounting Policies

		(a) Principles of Consolidation, page F-15

		2.

		Question - We note your supplemental response
		to comment 4 of our letter dated September 28, 2005. As previously
		requested, please provide us with your comprehensive analysis for each
		investee company describing how you determined whether to consolidate,
		use the equity method, or use cost method of accounting as of each
		balance sheet date presented. In your analysis describe your level of
		involvement with each investee, including your determination of whether
		you exert significant influence or effective control over the investee.

		Answer - CVF's control of each company is determined
		based on its percentage owning of voting common shares as noted below:

		Balance Sheet Date - December 31, 2003

		Gemprint Corporation 65%

		Biorem Technologies Inc. 69%

		Ecoval Corporation 85%

		SRE Controls Inc. 75%

		Petrozyme Technologies Inc. 50%

		IMT Systems Inc. 47%

		Balance Sheet Date - December 31, 2004

		Gemprint Corporation 65%

		Biorem Technologies Inc. 48.4%

		Ecoval Corporation 85%

		SRE Controls Inc. 37%

		Petrozyme Technologies Inc. 50%

		It is CVF's conclusion that when it owns in excess of
		50% of an investee's common stock that it has effective control over the
		investee company and therefore the results of those investee companies
		are consolidated. CVF abides by US GAAP rules to determine whether to
		consolidate an investment, record it under the equity method or the cost
		method. Therefore for investments where CVF owns in excess of 50% of the
		common stock CVF consolidates the holding, for 20% to 50% ownership CVF
		uses the equity method and under 20% ownership the cost method, while
		also considering our effective control over the investees (ARB 51 and
		APB 18). CVF has had no material lending activity in recent years to our
		investees other than SRE, in which we surrendered a significant
		ownership percentage over a year ago in order not to be required to fund
		any future losses.

		3.

		Question - Please tell us how you determined that
		separate audited financial statements were not required for each
		investee. Refer to Rule 3-09 of Regulation S-X.

		Answer - We have evaluated all of our investees
		for compliance with Rule 3-09. The assets and income or loss for all of
		the investees were under the 20% measurement critieria, but Biorem. The
		only measurement which triggered the separate company financial
		statement rule was the Biorem $791K asset on Registrants balance sheet.
		We felt we have in fact complied indirectly with such Rule 3-09, we made
		our decision to present the Biorem data within our Form 10KSB due to the
		following;

		a)
		Due to owning greater than 50% of Biorem, the audited
		results of Biorem were included in the consolidated financial statements
		of the Registrant for the period January 1, 2004 through November 23,
		2004, hence substantially most of the year. As a result the footnotes
		for segment data ( Note 14) detailed such data through November 23,
		2004.

		b)
		We presented annual "unaudited" summarized data for the
		year for Biorem within Note 5.

		c)
		Biorem is a separate publicly held entity, whose 2004
		annual financial results are published and are on file with the Toronto
		Venture Exchange, a division of the Toronto stock exchange, hence are
		available for the general public's review via the internet, similar to
		the Registrants documents filed with the SEC. We noted the internet
		website address in Note 5 (www.sedar.com), is available to assist the
		general public in locating these separate financial statements of Biorem
		as audited by a big four accounting firm. SEDAR is the System for
		Electronic Document Analysis and Retrieval, the electronic filing system
		for the disclosure documents of public companies and investment funds
		across Canada. It would be difficult for anyone to dispute the fact that
		these separate company audited financial statements are not available
		for the general public viewing from an independent government entities
		website.

		d)
		These Biorem financials on file with SEDAR are presented
		in Canadian dollars, but any possible reconciling matters between US
		GAAP and Canadian GAAP financials filed by Biorem on the Canadian stock
		exchange were noted in Note 5.

		Although the Registrant did not specifically ask for a
		waiver from the SEC from filing their own separate financial statements
		of Biorem. The separate financial statements were in fact audited by a
		reputable accounting firm and are in fact available on the internet for
		the general public to view at their discretion.

		On a more practical level, the Registrant, would be
		unable to file separate audited financial statements of Biorem with its
		SEC filing Form 10KSB until such time that Biorem filed their audited
		financial statements with the Canadian stock exchange to prevent
		financial data being disseminated about the Biorem Canadian registrant
		before Biorem's shareholders were able to view such financial data. We
		had conversations with Biorem's legal counsel with regards to this
		matter prior to our filing of the Form 10KSB. In addition both the
		Registrant and Biorem would have to incur additional accounting costs to
		comply with such Rule 3-09, without the public gaining any better or,
		more timely financial data. The auditors of Biorem would not allow for
		the Registrant merely to attach, the audited financial statements of
		Biorem as the Registrant would technically be a new client, hence
		require the payment of additional accounting fees. If the Registrant's
		auditor's audited Biorem on a separate company level and rendered a
		separate audit opinion on such financials, the Registrant would incur
		more accounting fees to be in technical compliance with Rule 3-09, but
		be prohibited from filing such data until Biorem filed their financials
		on the Canadian stock exchange, which we might add has a later due date
		for their annual financials than the SEC.

		Assuming the SEC agrees with the Registrant's position
		with regards to not filing separate audited financials of Biorem, we
		wish to ask for a waiver of such provision for this 2004 Form 10KSB and
		prospective Form 10KSB's assuming Biorem continues to remain public on
		the Canadian stock exchange and continues to file their annual audited
		financial statements on a timely basis in Canada.

		Note 5 - Holdings, page F-25

		4.

		Question - We note your supplemental response to
		comment 5 of our letter dated September 28, 2005. In your response you
		state that as part of the new investment in SRE Controls by Ian
		Jamieson, all debt in the Company, was converted into equity. Please
		tell us the entity to which you are referring to as "the Company." Tell
		us the amount of debt, the creditor and debtor, and conversion terms for
		the debt that was converted into equity.

		Answer - "The Company" referred to is SRE
		Controls Inc. CVF converted all of its debt and accrued interest to
		equity pursuant to an overall recapitalization plan as discussed further
		in Exhibit 1. CVF did not receive any additional equity for converting
		such debt to equity, hence any concept of "new investment" or
		"conversion terms of debt converted to equity" is irrelevant. CVF merely
		converted its total debt due of $1,915,954.13 Cdn merely to preserve
		only half of its ownership or equity rights in SRE. Prior to this
		planned recapitalization transaction CVF owned 75% of SRE and was owed
		$1,915,954. After the recapitalization transaction CVF merely owned
		37.5% of SRE and had no additional debt outstanding. CVF agreed to the
		reduced ownership as a minority shareholder and convert the $1.9m Cdn as
		an inducement for Ian Jamieson to loan his personal funds into SRE as
		debt and to be relieved of any further funding obligations. Immediately
		prior to the recapitalization plan consolidating SRE with CVF which
		resulted in CVF recording a deficit in assets of $742K on the CVF
		consolidated financial statements, for which CVF was relieved of such
		funding obligations. CVF had already fully reserved for the $1.9m Cdn
		investment prior to this recapitalization plan.

		5.

		Question - Please tell us the entities that
		signed the Memorandum of Agreement that resulted in Ian Jamieson
		investing $500,000 Cdn in SRE Controls. Tell us the dollar amount and
		nature of each of the investments you held in SRE Controls before this
		agreement was signed.

		Answer - The Memorandum of Agreement was signed
		by Ian Jamieson, CVF and SRE. CVF had the following dollar investments
		in SRE before this agreement was signed: Principal balance of loans due
		from SRE - $1,751,000.00 Cdn, equity - $4,126,505.74 Cdn.

		6.

		Question - Please provide us with a copy of the
		Memorandum of Agreement or other contractual agreement that resulted in
		CVF "forgiving" 37.5% ownership in SRE.

		Answer - See Exhibit 1 attached for a copy of the
		executed Memorandum of Agreement that resulted in CVF's ownership in SRE
		being diluted to 37%.

		7.

		Question - In Exhibits 3 and 6 you state that the
		Special Rights Agreement allowed CVF, Coburn and Herner to vote as if
		the convertible debt was also converted into Biorem shares. Please tell
		us the nature, amount, and conversion terms of the debt convertible into
		Biorem shares.

		Answer - CVF had convertible promissory notes as
		of December 31, 2004 totaling $ 1,392,929.88 that was convertible into
		Biorem common shares at a conversion price of $0.40 Cdn per share.
		Coburn had convertible promissory notes as of December 31, 2004
		totalling $ 1,000,000.00 that was convertible into Biorem common shares
		at a conversion price of $1.7637 Cdn per share. Herner had convertible
		promissory notes as of December 31, 2004 totaling $ 100,000.00 that was
		convertible into Biorem common shares at a conversion price of $1.82 Cdn
		per share. Included in Biorem's balance sheet was a portion of this debt
		which is attributed to the value of the equity component and was
		accounted for at a discount to the face value of the debt component and
		was credited to shareholders' equity at the time of issue. The debt
		component was accreted to its face value through changes to income over
		the estimated time to repayment of the loans.

		8.

		Question - In Exhibits 3 and 6 you state that you
		transferred 298,296 of Biorem shares to Ian Jamieson with respect to
		CVF's note payable. Please tell us the amount of the note payable due to
		Ian Jamieson before and after the transfer. Provide us with the journal
		entry used to record the transfer.

		Answer - The amount of the note payable to Ian
		Jamieson before the transfer was $500,000.00 Cdn and the amount after
		the transfer was $0.00. See Exhibit 2 attached for a copy of the journal
		entry to record the transfer.

		9.

		Question - Please tell us how you determined the
		"gain on sale of equity in subsidiary" and "gain on sale of Biorem" for
		2004 as reported on your Statements of Operations. Provide us with the
		supporting calculations and journal entries used to record these
		transactions that reconciles with the amounts as presented in your
		financial statements.

		Answer - For the "gain on sale of equity in
		subsidiary" this was a calculation performed when CVF as of December 31,
		2003 consolidated SRE, however CVF no longer consolidated it as of March
		31, 2004. See attached Exhibit 3 showing how $977,578 Cdn was calculated
		(see last line item on second page of the working balance. The $977,578
		was translated into US $ by multiplying times the average Canadian
		exchange rate for the first quarter 2004 which was .7596. (the
		calculation is $977,578 multiplied times .7596 equals $742,568 US).

		For the "gain on sale of Biorem" for 2004 totaling
		829,287 US see the attached Exhibit 4 which shows the detailed
		calculations. For the journal entries see Exhibit 5 and Exhibit 2.

		Note 7 - Long-term Debt, page F-30

		10.

		Question - Please tell us the name of the officer
		and director of SRE to which CVF was indebted at December 31, 2003. Tell
		us when and with what consideration the loans to SRE director and
		officer were repaid during 2004.

		Answer - The $80,000 Cdn loan at December 31,
		2003 to SRE was from an SRE officer Charles Faron who was the Presdent
		of SRE at that time. This was not shown as outstanding at December 31,
		2004 as CVF no longer consolidated SRE. The $840,000 Cdn loan at
		December 31, 2003 to SRE was from an SRE director, Ian Jamieson who was
		a director of SRE. This was not shown as outstanding at December 31,
		2004 as CVF no longer consolidated SRE. The loan outstanding from CVF to
		a director of SRE at December 31, 2003 totaling $500,000 Cdn was the Ian
		Jamieson loan (see item 8). As discussed in item 8 that loan was repaid
		during 2004.

		11.

		Question - Please tell us the name of the
		employee and director of Biorem to which CVF was indebted at December
		31, 2003. Tell us when and with what consideration the loans to the
		director and employee