<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
                                   (Mark One)

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
         Exchange Act of 1934

                For the quarterly period ended: February 28, 2006

                                       Or

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                        Commission file number: 000-32249

                             MIV THERAPEUTICS, INC.
        (Exact name of small business issuer as specified in its charter)

             Nevada                                         n/a
(State or other jurisdiction of              (IRS Employee Identification No.)
incorporation or organization)

               1-8765 Ash Street, Vancouver, B.C., Canada, V6P 6T3
                    (Address of principal executive offices)

                                 (604) 301-9545
                           (Issuer's telephone number)

Check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities and 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 is a shell company (as defined by
Rule 12b-2 of the Exchange Act

                                 Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common Stock, $0.001 par value                          67,521,847
           (Class)                         (Outstanding as of March 31, 2006)

                                        1




<PAGE>

                             MIV THERAPEUTICS, INC.
                                   FORM 10-QSB
                                      INDEX


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheets...............................................F-1

Consolidated Statement of Stockholders' Equity (Deficit)..................F-2

Consolidated Statement of Operations......................................F-4

Consolidated Statement of Cash Flows......................................F-5

Notes to Consolidated Financial Statements................................F-6

Item 2   Management's Discussion and Analysis or Plan of Operation..........3

Item 3   Controls and Procedures...........................................15

Part II  OTHER INFORMATION

Item 1   Legal Proceedings.................................................15

Item 2   Unregistered Sales of Equity Securities and Use of Proceeds.......15

Item 3   Defaults Upon Senior Securities...................................15

Item 4   Submission of Matters to a Vote of Security Holders...............15

Item 5   Other Information.................................................15

Item 6   Exhibits and Reports on Form 8-K..................................16

Signatures.................................................................16






                                       2




<PAGE>

           MIV THERAPEUTICS INC.
           (A development stage company)

           Consolidated Financial Statements

           February 28, 2006

           (Unaudited - Prepared by Management)

           Expressed in U.S. Dollars




           INDEX
           -----

           Consolidated Balance Sheets
           Consolidated Statements of Stockholders' Equity (Deficit)
           Consolidated Statements of Operations
           Consolidated Statements of Cash Flows
           Notes to Consolidated Financial Statements









<PAGE>
<TABLE>
<S>       <C>


MIV THERAPEUTICS INC.
(A development stage company)

Interim Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
----------------------------------------------------------------------------------------------------------------------
                                                                                        February 28            May 31
                                                                                               2006              2005
----------------------------------------------------------------------------------------------------------------------
Basis of Presentation (Note 1)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                          $    2,650,073    $      492,709
  Accounts receivable                                                                        80,036            33,742
  Due from related party (Note 4)                                                                 -            17,500
  Prepaid expenses and deposits (Note 4)                                                    112,466            41,139
----------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                      2,842,575           585,090

PROJECT ACQUISITION COSTS (Note 5)                                                                -            53,426

PROPERTY AND EQUIPMENT, net (Note 2)                                                        274,473           222,689
----------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                         $    3,117,048    $      861,205
======================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables                                                $      172,919    $      307,369
  Convertible debentures (Note 3)                                                                 -           756,080
  Deferred lease inducement - current portion (Note 6)                                        8,081                 -
----------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                   181,000         1,063,449
----------------------------------------------------------------------------------------------------------------------
DEFERRED LEASE INDUCEMENT (Note 6)                                                           29,630                 -
----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                    $      210,630         1,063,449
======================================================================================================================

Commitments and contingent liabilities (Note 6)

STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK (Note 3)
  Authorized:
        140,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         67,243,726 common shares at February 28, 2006 and
         50,517,020 common shares at May 31, 2005                                            67,245            50,517

ADDITIONAL PAID-IN CAPITAL                                                               31,417,594        22,383,581

DEFERRED COMPENSATION                                                                      (676,193)         (556,138)

COMMON STOCK ISSUABLE                                                                        74,000           139,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                        (27,783,149)        2,033,109)

ACCUMULATED OTHER COMPREHENSIVE LOSS                                                       (193,079)         (186,095)
----------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                      2,906,418          (202,244)
----------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $    3,117,048    $      861,205
======================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                                               F-1



<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
---------------------------------------------------------------------------------------------------------------------------------

                                                                                            Accumulated      Deficit        Total
                                                                                                  Other  Accumulated       Stock-
                                     Common Stock      Additional     Deferred       Common     Compre-   During the     holders'
                              ------------------------    Paid-in      Compen-        Stock     hensive  Development       Equity
                                   Shares      Amount     Capital       sation     Issuable      (Loss)        Stage    (Deficit)
---------------------------------------------------------------------------------------------------------------------------------
                                                    $           $            $            $           $            $            $
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2004          40,092,993      40,093  18,032,242     (190,375)          --    (162,115) (15,424,227)   2,295,618
Issuance of common stock:
- for share subscriptions         904,215         904     217,499           --           --          --           --      218,403
- for exercise of warrants      2,320,710       2,321     605,064           --           --          --           --      607,385
- for exercise of options          75,000          75      22,425           --           --          --           --       22,500
- for services                  1,904,703       1,905     543,123     (194,968)      74,000          --           --      424,060
- for finder's fee on
  private placements
  completed in prior year          10,000          10         (10)          --           --          --           --           --
- in exchange of MI shares      3,209,399       3,209     613,376           --           --          --           --      616,585
- for acquisition of SagaX      2,000,000       2,000     938,000           --       65,000          --           --    1,005,000
Fair value of warrants
  attached to Convertible
  debentures                           --          --      48,920           --           --          --           --       48,920
Warrants issued for services           --          --     917,164     (917,164)          --          --           --           --
Stock options granted                  --          --     155,978           --           --          --           --      155,978
Amortization of deferred
  compensation                         --          --          --      746,369           --          --           --      746,369
Beneficial conversion feature
  of convertible debentures            --          --     289,800           --           --          --      289,800
Comprehensive income (loss):
  Foreign currency
     translation adjustment            --          --          --           --           --     (23,980)          --      (23,980)
  Loss for the period                  --          --          --           --           --          --   (6,608,882)  (6,608,882)
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2005          50,517,020      50,517  22,383,581     (556,138)     139,000    (186,095) (22,033,109)    (202,244)
=================================================================================================================================



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS


                                                                 F-2



<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                            Accumulated      Deficit        Total
                                                                                                  Other  Accumulated       Stock-
                                     Common Stock      Additional     Deferred       Common     Compre-   During the     holders'
                              ------------------------    Paid-in      Compen-        Stock     hensive  Development       Equity
                                   Shares      Amount     Capital       sation     Issuable      (Loss)        Stage    (Deficit)
---------------------------------------------------------------------------------------------------------------------------------
                                                    $           $            $            $           $            $            $
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2004          40,092,993      40,093  18,032,242     (190,375)          --    (162,115) (15,424,227)   2,295,618

BALANCE, May 31, 2005          50,517,020      50,517  22,383,581     (556,138)     139,000    (186,095) (22,033,109)    (202,244)
Issuance of common stock:
- for share subscriptions
  - Reg S                       1,704,689       1,705     718,390           --           --          --           --      720,095
  - Private Placement           7,649,763       7,650   3,452,600           --           --          --           --    3,460,250
- for exercise of warrants      3,289,016       3,289   1,707,719           --           --          --           --    1,711,008
- for exercise of options         112,723         113      17,887           --           --          --           --       18,000
- for convertible debentures
  exercised                     3,158,920       3,159     737,651           --           --          --           --      740,810
- for services                    811,595         812     622,605     (164,842)     (65,000)         --           --      393,575
Warrants issued for services           --          --   1,264,518           --           --          --           --
Stock options granted                  --          --     512,643           --           --          --           --      512,643
Amortization of deferred
  compensation                         --          --          --    1,309,305           --          --           --    1,309,305
Comprehensive income (loss):
  Foreign currency
    translation adjustment             --          --          --           --           --      (6,984)          --       (6,984)
  Loss for the period                  --          --          --           --           --          --   (5,750,040)  (5,750,040)
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, February 28, 2006     67,243,726      67,245  31,417,594     (676,193)      74,000    (193,079) (27,783,149)   2,906,418
=================================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS

                                                               F-3



<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by Management)
------------------------------------------------------------------------------------------------------------------------
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------

                                             Period from
                                               inception
                                             (January 20
                                                1999) to          Nine Months Ended              Three Months Ended
                                             February 28             February 28                     February 28
                                                    2006        2006             2005           2006              2005
------------------------------------------------------------------------------------------------------------------------

EXPENSES
  General and administrative (Note 7)       $ 14,820,997    $  3,778,493    $  1,739,836    $  1,222,765    $    499,582
  Research and development (Note 8)            6,708,804       1,398,040         755,590         555,723         351,842
  Stock-based compensation                     3,747,337         512,643         282,951           7,000         282,951
  Depreciation                                   873,626         118,885         136,721          47,872          51,574
  Interest expense                               879,683              --              --              --              --
  Licenses acquired charged to operations        479,780              --              --              --              --
  Finance cost on convertible debentures         382,307              --              --              --              --
  Purchased in-process research
     and development                           2,205,013              --         606,555              --         606,555
------------------------------------------------------------------------------------------------------------------------

                                              30,097,547       5,808,061       3,521,653       1,833,360       1,792,504
                                                                                                            ------------

LOSS FROM OPERATIONS                         (30,097,547)     (5,808,061)     (3,521,653)     (1,833,360)     (1,792,504)

GAIN ON EXTINGUISHMENT OF DEBT                   462,249              --              --              --              --

INTEREST INCOME                                  116,674          61,746           5,161          28,615             136

GAIN(LOSS) ON FOREIGN EXCHANGE                    84,990          (3,725)        (22,937)         (1,810)        (14,319)
------------------------------------------------------------------------------------------------------------------------

LOSS FOR THE PERIOD BEFORE
  MINORITY INTEREST                          (29,433,634)     (5,750,040)     (3,539,429)     (1,806,555)     (1,806,687)

MINORITY INTEREST SHARE OF LOSS                  806,310              --              --              --              --
------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                     $(28,627,324)   $ (5,750,040)   $ (3,539,429)   $ (1,806,555)   $ (1,806,687)
========================================================================================================================

LOSS PER COMMON SHARE
  - basic and diluted                       $      (1.17)   $      (0.09)   $      (0.09)   $      (0.03)   $      (0.04)
========================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                         24,410,585      62,008,648      41,220,148      66,752,020      41,532,175
========================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                                               F-4



<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------------------------------
                                                                     Period
                                                                       from
                                                                  inception
                                                                (January 20
                                                                   1999) to            Nine Months Ended
                                                                February 28               February 28
                                                                       2006            2006            2005
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  Net loss for the period                                      $(28,627,324)   $ (5,750,040)   $ (3,539,429)
  Adjustments to reconcile loss to
    net cash used in operating activities:
    - stock-based compensation                                    6,692,972       1,821,949         756,270
    - stock issued for other than cash                            4,437,187         393,575         173,259
    - interest expense on related party loan                        850,000              --              --
    - accrued interest expense on convertible debentures             34,730          34,730              --
    - depreciation                                                  873,627         118,885         136,721
    - leasehold improvements written down                            13,300              --              --
    - project acquisition costs                                          --          53,426              --
    - purchased in-process research and development               2,275,013              --         606,555
    - gain on extinguishment of debt                               (462,249)             --              --
    - provision for bad debt                                        160,000              --              --
    - beneficial conversion feature on convertible debenture        289,800              --              --
    - minority interest                                            (806,310)             --              --
  Changes in non-cash working capital items:
    - accounts receivable                                          (240,287)        (46,294)          2,245
    - due from related party                                             --          17,500         (19,187)
    - prepaid expenses and deposits                                (113,024)        (71,327)       (180,115)
    - accounts payable and other payables                           233,482         (96,739)        194,239
-----------------------------------------------------------------------------------------------------------
Net cash used in operating activities                           (14,389,083)     (3,524,335)     (1,869,442)
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Issuance of common stock,
    less share issuance costs                                    15,289,659       5,909,352          67,016
  Due to related parties                                            850,000              --         (13,585)
  Proceeds from (repayment of) convertible debentures               755,000         (50,000)             --
  Cash acquired in reverse acquisition                               13,824              --              --
  Subscriptions received                                          1,357,310              --              --
  Common stock redemption                                          (120,000)             --              --
  Loan payable                                                      500,000              --              --
-----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                        18,645,793       5,859,352          53,431
-----------------------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Acquisition of license                                           (200,000)             --              --
  Purchase of property and equipment                             (1,171,242)       (170,669)       (212,912)
-----------------------------------------------------------------------------------------------------------
Net cash used in investing activities                            (1,371,242)       (170,669)       (212,912)
-----------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                    (235,395)         (6,984)         (5,589)
-----------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  2,650,073       2,157,364      (2,034,512)
CASH AND CASH EQUIVALENTS, beginning of period                           --         492,709       2,034,530
-----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $  2,650,073    $  2,650,073    $         18
===========================================================================================================


(PLEASE SEE NOTE 9 FOR SUPPLEMENTAL DISCLOSURES)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                                     F-5



<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.   BASIS OF PRESENTATION - GOING CONCERN UNCERTAINTIES

     Since inception, the Company has suffered recurring losses, totalling
     $28,627,324 as of February 28, 2006. Management has been able to, thus far,
     finance the operations through the issuance of common stock in order to
     meet its strategic objectives. Management plans to continue to seek other
     sources of financing on favorable terms; however, there are no assurances
     that any such financing can be obtained on favorable terms, if at all.
     Management expects to keep its operating costs to a minimum until cash is
     available through financing or operating activities. There are no
     assurances that the Company will be successful in achieving these goals.
     The Company anticipates that losses will continue until such time, if ever,
     as the Company is able to generate sufficient revenues to support its
     operations. The Company's ability to generate revenue primarily depends on
     its success in completing development and obtaining regulatory approvals
     for the commercialization of its stent technology. The Company's ability to
     obtain sufficient financing to continue the development of, and if
     successful, to commence the manufacture and sale of its products under
     development, if and when approved by the applicable regulatory agencies is
     uncertain. In view of these conditions, the ability of the Company to
     continue as a going concern is in substantial doubt and dependent upon
     achieving a profitable level of operations and on the ability of the
     Company to obtain necessary financing to fund ongoing operations.
     Management believes that its current and future plans enable it to continue
     as a going concern. These consolidated financial statements do not give
     effect to any adjustments which would be necessary should the Company be
     unable to continue as a going concern and therefore be required to realize
     its assets and discharge its liabilities in other than the normal course of
     business and at amounts different from those reflected in the accompanying
     consolidated financial statements.

     The accompanying unaudited interim consolidated financial statements have
     been prepared by the Company pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC") and, in the opinion of
     management, include all adjustments (consisting of normal recurring
     accruals) necessary for fair presentation of financial position, results of
     operations and cash flows for the interim periods. Certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to the rules and regulations of the SEC. The
     Company believes that the disclosures contained herein are adequate to make
     the information presented not misleading. The statements of operations for
     the nine months ended February 28, 2006 are not necessarily indicative of
     the results to be expected for the full year. These unaudited interim
     consolidated financial statements should be read in conjunction with the
     audited financial statements and accompanying notes included in the
     Company's 2005 Annual Report on Form 10-K for the year ended May 31, 2005.



                                      F-6



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


2.   PROPERTY AND EQUIPMENT

                                                     February 28, 2006
                                        ----------------------------------------
                                                      Accumulated       Net Book
                                              Cost   Amortization          Value
    ----------------------------------------------------------------------------
    Furniture and fixtures              $   59,003     $   44,891     $   14,112
    Computer equipment                     134,114        106,843         27,271
    Laboratory equipment                   917,232        684,142        233,090
    Leasehold improvements                  49,158         49,158             --
    ----------------------------------------------------------------------------
                                        $1,159,507     $  885,034     $  274,473
    ============================================================================

                                                     May 31, 2005
                                        ----------------------------------------
                                                      Accumulated       Net Book
                                              Cost   Amortization          Value
    ----------------------------------------------------------------------------
    Furniture and fixtures              $   41,297     $   39,867     $    1,430
    Computer equipment                     110,766        101,146          9,620
    Laboratory equipment                   789,158        577,519        211,639
    Leasehold improvements                  49,158         49,158             --
    ----------------------------------------------------------------------------
                                        $  990,379     $  767,690     $  222,689
    ============================================================================


3.   STOCKHOLDERS' EQUITY

     (a)  Common Stock

          (i)  On January 19, 2006, the stockholders of the Company during its
               Annual General Meeting approved the increase in its authorized
               capital stock from one hundred million shares of capital stock
               consisting of 80,000,000 common shares with par value of $0.001
               per share and 20,000,000 preferred shares with par value of
               $0.001 per share to 160,000,000 of capital stock consisting of
               140,000,000 common shares with par value of $0.001 per share and
               20,000,000 preferred shares with par value of $0.001 per share.

          (ii) During the nine month period ended February 28, 2006, a total of
               1,704,689 Regulation S ("Reg S") stock has been issued at a price
               range of $0.30 to $0.51 per share for total net proceeds of
               $720,095 (net of agent's fees of $75,500).

               As at February 28, 2006, 2,500,000 Reg S stocks are held in trust
               by the financial custodian.



                                      F-7



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (a)  Common Stock (continued)

          (iii) During the nine month period ended February 28, 2006, the
               Company issued an aggregate of 811,595 common shares for
               consulting, research and development, legal and employee services
               for a total value of $567,871 being the fair value of the shares
               at the agreement date and being expensed over the period of
               completion of performance.

          (iv) During the nine month period ended February 28, 2006, the Company
               issued 3,289,016 common shares pursuant to an exercise of stock
               purchase warrants for total proceeds of $1,711,008. Of these
               shares, 340,949 were exercised under the cashless option of the
               agreement.

          (v)  During the nine month period ended February 28, 2006, the Company
               issued 112,723 common shares pursuant to an exercise of stock
               purchase options for total proceeds of $18,000. Of these shares,
               52,723 were exercised under the cashless option of the agreement.

          (vi) On October 4, 2005, the Company issued an aggregate of 3,158,920
               common shares pursuant to an exercise of Senior Convertible
               Debentures (the "Debentures") issued by the Company in a private
               placement on March 15, 2005. The Debentures was exercised at a
               conversion price, as determined by the terms of the Debenture
               Agreement, of $0.25 per common share. The conversion was for an
               aggregate of $755,000 principal amount and $34,730 interest due
               under the Debentures. The remaining $50,000 of Debentures were
               repaid in cash including accrued interest of $2,278.

          (vii) On October 6, 2005, the Company completed a private placement of
               95,238 units at a price of $1.05 per unit for total proceeds of
               $100,000. Each unit is comprised of one common share and one
               non-transferable share purchase warrant. Each warrant entitles
               the holder to purchase one common share for $1.55 per share for a
               period of two years from the date of grant.

               The warrants had an estimated fair value of $64,208 using the
               Black Scholes Option Pricing Model. The assumptions used in the
               Black Scholes Option Pricing Model are: volatility: 81.23%,
               discount rate: 5.25% and call option value: $0.67.

               In connection with the private placement, the Company issued to
               the finder 9,524 units. Each unit is comprised of one common
               share and one non-transferable share purchase warrant. Each
               warrant entitles the holder to purchase one common share for
               $1.55 per share for a period of two years from the date of grant.


                                      F-8



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (a)  Common Stock (continued)

               The warrants had an estimated fair value of $2,306 using the
               Black Scholes Option Pricing Model. The assumptions used in the
               Black Scholes Option Pricing Model are: volatility: 87.29%,
               discount rate: 5.25% and call option value: $0.24.

         (viii) On August 11, 2005, the Company completed a private
               placement of 7,545,000 units at the price of $0.45 per Unit for
               total net proceeds of $3,370,250. Each Unit is comprised of one
               common share together with one-half of one Series "A"
               non-transferable share purchase warrant (each a "Series A
               Warrant") and one-half of one Series "B" non-transferable share
               purchase warrant (each a "Series B Warrant"). Each whole Series
               A Warrant entitles the holder to purchase one common share at a
               price of $0.65 per share for a period which is the earlier of
               (i) 12 months from August 11, 2005 and (ii) six months
               commencing from the effective date of the Company's proposed
               "Registration Statement". Each whole Series B Warrant entitles
               the holder to purchase one common share at a price of $0.70 per
               share for the first 12 months, at a price of $0.85 per share for
               the next 6 months, and at a price of $1.00 per share thereafter.
               Series B Warrants are exercisable at the earlier of (i) 30
               months from August 11, 2005 and (ii) 24 months commencing from
               the effective date of the Company's proposed "Registration
               Statement".

               In connection to the private placement, a finder's fee comprised
               of $25,000 in cash was paid and 62,500 Series A Warrants and
               Series B Warrants were issued. In a separate
               transaction, 39,994 units and 100,000 units were issued for legal
               fees and investor relations services, respectively. These 39,994
               shares and 100,000 shares have been included in Note 3(a)(iii).

               These warrants had an estimated fair value of $2,245,749 using
               the Black Scholes Option Pricing Model. The assumptions used in
               the Black Scholes Option Pricing Model are: volatility: 81.20%
               and 57.41% for Series A and B, respectively, discount rate: 5.25%
               for both Series A and B and call option value: $0.32 and $0.26
               for Series A and B, respectively.



                                      F-9



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (b)  Warrants

          The following table summarizes information about the warrants issued
          by the Company:

                                                                     Weighted
                                                                      Average
                                                       Number of     Exercise
                                                          Shares        price
                                                     ------------------------
          Balance, May 31, 2004                        9,386,449         0.60

          Issued - convertible debentures              1,851,500         0.25
          Issued - finders' fees                          10,000         0.75
          Issued - services rendered                   5,270,000         0.32
          Exercised                                   (2,310,710)        0.26
          Expired                                     (7,043,220)        0.65
                                                     ------------------------

          Balance, May 31, 2005 - Regular              7,164,019         0.45
          Balance, May 31, 2005 - Series "A"           3,374,999         0.66
          Balance, May 31, 2005 - Series "C"             674,997         0.66
                                                     ------------------------

          Balance, May 31, 2005                       11,214,015         0.53

          Regular:
             Issued - services rendered                4,075,000         0.52
             Issued - private placement                   95,238         1.55
             Issued - finder's fee                         9,524         1.55
             Exercised                                (1,134,290)        0.41
             Expired                                     (30,000)        0.30
          Series "A":
             Issued -  private placement               3,842,498         0.65
             Issued -  finder's fee                       62,500         0.65
             Exercised                                (1,921,777)        0.66

          Series "B":
             Issued - private placement                3,842,498         0.65
             Issued - finder's fee                        62,500         0.65
          Series "C":
             Exercised                                  (445,692)        0.66
                                                     ------------------------

          Balance, February 28, 2006  - Regular       10,179,491
                                                                         0.49
          Balance, February 28, 2006 - Series "A"      5,358,220         0.65
          Balance, February 28, 2006 - Series "B"      3,904,998         0.65
          Balance, February 28, 2006 - Series "C"        229,305         0.66
                                                     ------------------------

          BALANCE, FEBRUARY 28, 2006                  19,672,014         0.57
                                                     ========================


                                      F-10



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (c)  Stock Options

          The Company's incentive stock options plan provides for the grant of
          incentive stock options for up to 10,000,000 common shares to
          employees, consultants, officers and directors of the Company.
          Incentive benefits granted under the plan may be either incentive
          stock options, non-qualified stock options, stock awards, restricted
          shares or cash awards. Options are granted for a term not to exceed
          five years from the date of grant. Stock options granted generally
          vest over a period of two years.

          During the period ended February 28, 2006, the Company granted
          1,710,000 stock options to directors, employees and a consultant of
          the Company with exercise prices ranging from $0.20 to $1.10 per share
          being vested in accordance with their agreement and with an expiry
          date of five years from date of grant.

          The fair value of the option granted is estimated on the grant date
          using the Black-Scholes option pricing model assuming no dividend
          yield and the following weighted average assumptions:


                                      NINE MONTHS    THREE MONTHS    FISCAL YEAR
                                            ENDED           ENDED          ENDED
                                      February 28     February 28         May 31
                                      -----------     -----------         ------
                                             2006            2006           2005

          Risk-free interest rate           3.50%           3.50%          3.50%
          Expected life (in years)        5 years         5 years        3 years
          Expected volatility              88.87%          87.29%         78.58%


          Option-pricing models require the use of highly subjective estimates
          and assumptions including the expected stock price volatility. Changes
          in the underlying assumptions can materially affect the fair value
          estimates and therefore, in management's opinion, existing models do
          not necessarily provide reliable measure of the fair value of the
          Company's stock options.




                                      F-11



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (c)  Stock Options (continued)

          Summary of employee stock options information for the period ended
          February 28, 2006 is as follows:

                                                               Weighted Average
                                                                      Exercise
                                                         Shares          Price
          ----------------------------------------------------------------------

          Options outstanding, May 31, 2005           7,780,000           0.35

          Options granted                             1,710,000           0.33
          Options exercised                            (125,000)          0.29
          Options expired                            (1,820,000)          0.27
          ----------------------------------------------------------------------

          Options outstanding, February 28, 2006      7,545,000           0.36
          ======================================================================

          The following summarizes information about the stock options
          outstanding and exercisable at February 28, 2006:


                       Options Outstanding                   Options Exercisable
                                     Weighted
                                      Average    Weighted               Weighted
          Range of    Number of     Remaining     Average    Number of   Average
          Exercise      options   Contractual    Exercise      options  Exercise
            Prices  Outstanding     Life (yr)       Price  Exercisable     Price
     -------------  -----------  ------------  ----------  -----------  --------
            $ 0.17      950,000         1.66       $ 0.17      950,000    $ 0.17
            $ 0.20    1,930,000         4.08       $ 0.20    1,930,000    $ 0.20
            $ 0.21      500,000         2.15       $ 0.21      500,000    $ 0.21
            $ 0.30    1,995,000         3.52       $ 0.30    1,995,000    $ 0.30
            $ 0.40      150,000         4.00       $ 0.40      150,000    $ 0.40
            $ 0.50      550,000         1.54       $ 0.50      550,000    $ 0.50
            $ 0.55      650,000         1.75       $ 0.55      650,000    $ 0.55
            $ 0.80      110,000         4.57       $ 0.80       85,000    $ 0.80
            $ 0.85      150,000         4.97       $ 0.85      150,000    $ 0.85
            $ 1.00      510,000         0.78       $ 1.00      510,000    $ 1.00
            $ 1.10       50,000         4.73       $ 1.10       25,000    $ 1.10
     -------------  -----------  ------------  ----------  -----------  --------
     $0.17 - $1.10    7,545,000         2.92       $ 0.36    7,495,000    $ 0.36
     =============  ===========  ============  ==========  ===========  ========



                                      F-12



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.   STOCKHOLDERS' EQUITY (CONTINUED)

     (d)  Pro-forma Disclosure

          Had compensation expense for the Company's stock-based compensation
          plans been determined under SFAS No. 123, based on the fair market
          value at the grant dates, the Company's pro-forma net loss and
          pro-forma net loss per share would have been reflected as follows:

<TABLE>
<S>       <C>

         ---------------------------------------------------------------------------------------------------
                                                            NINE MONTHS ENDED            THREE MONTHS ENDED
                                                               February 28                   February 28
                                                           2006           2005           2006           2005
         ---------------------------------------------------------------------------------------------------
         Net loss, as reported                      $(5,750,040)   $(3,539,429)   $(1,806,555)   $(1,806,687)

           Add: Stock-based employee
           compensation expense included in
           reported net loss above, net of
           related tax effects                          512,643        282,951          7,000        282,951

           Deduct: Total stock-based employee
           compensation expense determined
           under fair value based method for
           all awards, net of related tax
           effects                                     (804,579)      (391,436)       (87,821)      (391,436)
         ---------------------------------------------------------------------------------------------------

         Pro-forma loss for the period              $(6,041,976)   $(3,647,914)   $(1,887,376)   $(1,915,172)
         ===================================================================================================

         Pro-forma basic and diluted
         loss per share                             $     (0.10)   $     (0.09)   $     (0.03)   $     (0.05)
         ===================================================================================================
</TABLE>


4.   RELATED PARTY TRANSACTIONS

     The following services were provided by related parties. These
     transactions, recorded at exchange amounts agreed to by all parties, were
     as follows:

     During the nine month period ended February 28, 2006, the Company paid or
     accrued $551,522 (2005 - $321,072) of management and consulting fees to
     four directors (2005 - three directors only) and an officer of the Company.
     Of this amount, $149,257 (2005 - $113,234) was charged to research and
     development. Included in accounts payable is $8,817 (May 31, 2005 -
     $21,940).



                                      F-13



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


4.   RELATED PARTY TRANSACTIONS (CONTINUED)

     As at February 28, 2006, an amount due from the CFO of the Company was
     fully repaid (May 31, 2005 - $17,500).

     As at February 28, 2006, an amount of $23,509 and $11,000 representing fees
     paid in advance to the Chief Executive Officer and a director of the
     Company, respectively, was recorded under prepaid expenses (May 31, 2005 -
     nil).


5.   ACQUISITION OF SAHAJANAND MEDICAL TECHNOLOGIES INC.

     On March 1, 2005 the Company entered into a share acquisition Letter of
     Intent ("Letter") with the shareholders of Sahajanand Medical Technologies
     Inc. ("SMT") of India. Pursuant to the Letter, the Company shall issue
     44,500,000 shares of the Company's common stock in exchange for 100% of the
     outstanding equity of SMT subject to certain conditions.

     On January 31, 2006, the Letter was terminated, by mutual agreement, of
     both companies.

     As at February 28, 2006, project acquisition costs of $85,102 which
     represents direct costs incurred in the proposed acquisition which were
     previously capitalized in the financial statements were expensed under
     audit expense ($15,719) and legal expense ($69,383) as a result of the
     termination.


6.   COMMITMENTS AND CONTINGENT LIABILITIES

     (a)  The Company has obligations under a long-term premises lease for a
          period of five years from January 1, 2006. The minimum rent payments
          for the next five years are:

                         2006                 $  28,314
                         2007                 $ 113,256
                         2008                 $ 113,256
                         2009                 $ 113,256
                         2010                 $  66,066
                  ---------------------------------------------
                        TOTAL                 $ 434,148
                  ---------------------------------------------



                                      F-14



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


6.   COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

          The Company received free rent, including property maintenance and
          taxes, for the months of November to December 2005 and free basic rent
          for the months of January to February 2006 for a total free rent of
          $40,404. This amount was recorded under deferred lease inducement in
          current portion of $8,081 and long-term portion of $29,630 and being
          amortized over the term of the lease. As at February 28, 2006, total
          amortization of $2,693 was recorded as a credit to rent expense in the
          statement of operations.

     (b)  On March 14, 2005, the Company acquired 100% of SagaX, Inc. ("SagaX")
          a Delaware corporation with operations in Israel. The Company agreed
          to issue 4,200,000 shares in exchange for all of the issued and
          outstanding shares of SagaX. The 4,200,000 will be issued in three
          intervals: 2,000,000 of the shares within 30 days of the effective
          date of this Agreement (issued), 1,100,000 shares upon successful
          completion of large animal trials and the final 1,100,000 shares upon
          CE Mark approval relating to SagaX's products. The Company has also
          agreed to pay $145,000 (paid) of the vendor's debt at the time of
          acquisition.

          As at February 28, 2006, the 2 last issuances of 1,100,000 shares each
          have not yet been accrued as SagaX has not yet accomplished the
          underlying conditions.

     (c)  On November 18, 2002, a lawsuit against the Company was filed in the
          Supreme Court of British Columbia.

          The Statement of Claim arising from a Settlement Agreement, dated
          September 14, 2001, seeks the exchange of 3,192,399 shares of the
          Company for 3,192,399 shares in the capital of the Company's
          subsidiary or, alternatively, damages and costs.

          The Company and M-I Vascular ("MI") attended a court hearing in
          chambers on April 16, 17 and 25, 2003 on a summary trial application
          by the Plaintiff for an Order for a declaration of specific
          performance that the Plaintiff is entitled to an exchange of 3,192,399
          common shares of MI for 3,192,399 common shares of the Company
          pursuant to the Settlement Agreement entered into on September 14,
          2001. The Plaintiff was granted the relief sought at the summary trial
          and the Company was ordered to perform the share exchange.

          On May 16, 2003, the Company delivered a Take-Over Bid Circular (the
          "Circular") to the Plaintiff, offering to exchange his common shares
          in MI for shares in the Company pursuant to British Columbia
          securities laws and regulations. In late May 2003, after the judgment
          was received, the Company asked the Plaintiff to submit his MI share
          certificates and fill in the required forms pursuant to the Circular,
          so that the Company could comply with the judgement and exchange his
          shares in accordance with British Columbia securities laws and
          regulations.



                                      F-15



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


6.   COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

          On December 29, 2004, the Company issued 3,192,399 common shares to
          exchange for 3,192,399 common shares of MI on a one-for-one basis.
          These shares were issued to comply with an order of the Supreme Court
          of British Columbia dated May 20, 2003.

          In a counterclaim in the Supreme Court of British Columbia, the
          Company continues to dispute the Plaintiff's entitlement to the
          3,192,399 MI shares and any Company shares that he may receive
          pursuant to court order.

          No provision has been provided as at February 28, 2006 as the outcome
          of this legal proceeding is uncertain at this time.


7.   GENERAL AND ADMINISTRATIVE EXPENSES

     General and administrative expenses comprise the following:

<TABLE>
<S>       <C>
                                             NINE MONTHS ENDED         THREE MONTHS ENDED
                                                FEBRUARY 28               FEBRUARY 28
                                             2006         2005         2006         2005
                                       -------------------------------------------------
     Legal                             $  354,815   $  157,079   $  148,239   $   55,924
     Public relations, financing and
       corporate development            1,841,068      405,410      527,991       16,124
     Management fees                      406,445      188,911      138,504       63,544
     Consulting                           288,773      607,331       59,529      249,082
     Audit                                230,776       41,152      123,645        4,240
     Operating expenses                   656,616      339,953      224,857      110,668
                                       -------------------------------------------------

                                       $3,778,493   $1,739,836   $1,222,765   $  499,582
                                       =================================================
</TABLE>

8.   LICENSES

     (a)  On February 1, 2003, the Company entered into two license agreements
          with the University of British Columbia ("UBC") which provides the
          Company with the right to use, develop and sublicense coating
          technology for stents.

          On May 19, 2005, the Company signed an amendment to the existing
          license agreements to include some amendments in the definition of
          "Field of Use". Also, the royalties was amended to range from 2.5% to
          5% of revenue.

          In consideration of the amendments, the Company will issue 200,000
          common shares for a total value of $74,000 being the fair value at the
          time of the amendment. This amount was recorded as research and
          development costs as of May 31, 2005. As of February 28, 2006, the
          shares have not yet been issued.



                                      F-16



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


8.   LICENSES (CONTINUED)

     (b)  On March 15, 2004, the Company entered into a collaborative research
          agreement with the UBC to continue with exploratory research on
          coating technology for stents for a period from April 1, 2004 to March
          31, 2006.

          On October 28, 2004, the Company and UBC amended the existing
          collaborative research agreements and referred to it as Amendment No.
          1 and 2.

          In Amendment No. 1, the contract period of the existing collaborative
          agreement was changed to April 1, 2004 to November 30, 2004 and total
          costs to the Company was estimated at CDN$110,400. As at May 31, 2005,
          the Company has paid/accrued and recorded CDN$110,400 as research and
          development costs in accordance with Amendment No. 1.

          In Amendment No. 2, the contract period, work plan and total costs of
          the existing collaborative agreement as amended by Amendment No. 1 was
          amended. The contract period was extended from December 1, 2004 to
          November 30, 2006 and total costs to the Company was estimated at
          CDN$400,400, being payable over the term of the Agreement at various
          stipulated intervals. As at February 28, 2006, the Company has paid
          $258,000 to research and development costs in accordance with
          Amendment No. 2.

          The Company obtained support of up to CDN$315,000 from the Industrial
          Research Assistance Program ("IRAP") from the National Research
          Council Canada. As at February 28, 2006, the Company has received
          $132,847 from IRAP. This amount was netted-off against research and
          development expenses.




                                      F-17






<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2006
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------



9.   SUPPLEMENTAL CASH FLOW INFORMATION


<TABLE>
<S>       <C>
                                                Period from
                                                  inception
                                               (January 20,
                                                   1999) to         NINE MONTHS ENDED
                                                February 28,           FEBRUARY 28
                                                        2006         2006         2005
                                                  ------------------------------------
     SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid in cash                      $   29,683    $      --    $      --
       Income taxes paid in cash                          --           --           --


     SUPPLEMENTAL NON-CASH INVESTING
       AND FINANCING ACTIVITIES:
       Debt settlement with shares                $  621,375    $      --    $      --
       Debt forgiven                                 462,249           --           --
       Conversion of convertible debentures
          and accrued interest to common shares      740,810      740,810           --
       Shares issued for service                   3,309,732      623,417      223,259
       Warrants issued for service                 3,656,153    1,264,518      793,938


</TABLE>



                                      F-18




<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

PLAN OF OPERATIONS

Since inception, the Company has suffered recurring losses, totalling
$28,627,324 as of February 28, 2006. Management has been able to, thus far,
finance the operations through the issuance of common stock in order to meet its
strategic objectives. Management plans to continue to seek other sources of
financing on favorable terms; however, there are no assurances that any such
financing can be obtained on favorable terms, if at all. Management expects to
keep its operating costs to a minimum until cash is available through financing
or operating activities. There are no assurances that the Company will be
successful in achieving these goals. The Company anticipates that losses will
continue until such time, if ever, as the Company is able to generate sufficient
revenues to support its operations. The Company's ability to generate revenue
primarily depends on its success in completing development and obtaining
regulatory approvals for the commercialization of its stent technology. The
Company's ability to obtain sufficient financing to continue the development of,
and if successful, to commence the manufacture and sale of its products under
development, if and when approved by the applicable regulatory agencies is
uncertain. In view of these conditions, the ability of the Company to continue
as a going concern is in substantial doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain
necessary financing to fund ongoing operations. Management believes that its
current and future plans enable it to continue as a going concern. The
consolidated financial statements do not give effect to any adjustments which
would be necessary should the Company be unable to continue as a going concern
and therefore be required to realize its assets and discharge its liabilities in
other than the normal course of business and at amounts different from those
reflected in the accompanying consolidated financial statements.

MIV Therapeutics is developing the next generation of biocompatible coatings
utilizing HAp nano-film technology. The Company's growth strategy is focused on
developing biocompatible device coatings, therapeutic stent technologies, and
drug delivery systems for drug eluting applications.

MIVT intends to enter the lucrative drug-eluting stent market with:

(1) Passive nano-film HAp coating with optional capacity to carry adequate
quantity of anti-inflammatory drugs, which can reduce post-procedural trauma;
and

(2) Multi-layer porous HAp coating, which is in an advanced development stage
and can be loaded with a considerable quantity of drugs, including anti
inflammatory, immune system depressants, or with the new generation of
antithrombotic and/or antirestenotic drugs.

(3) Composite, polymer-free drug eluting coatings, which can use variety of
drugs in a biodegradable single-drug or multiple-drug configuration that offers
unique drug-eluting characteristics. Composite coating technologies may combine
advantages of HAp passive coatings with those of biodegradable polymers, for
improved biocompatibility, and enhanced mechannical and drug eluting
characteristics.

(4) Multi-layer closed-cell composite drug eluting coating, which can carry
variety of drugs in single-drug or multiple-drug configurations of encapsulated
nano-chambers that can provide more effective and gradual drug release, allow
for flexible engineering of "personalized" drug eluting characteristics within
broad range of parameters, and are expected to elude drugs over extended period



                                       3




<PAGE>

of time with improved efficiency and safety. Drugs are contained in
"nano-chambers", each of which measures between a few nanometers and several
micrometers in diameter to suit specific drug release requirements. Multilayer
composite coating technologies may combine advantages of HAp passive coatings
with those of biodegradable polymers, for improved biocompatibility, enhanced
mechanical and drug eluting characteristics.

The Company's first commercial product could be a passive HAp-coated coronary
stent for use in angioplasty procedures followed by additional stent products
for drug-elution and for peripheral arteries.

Drug-eluting stents have gained significant popularity among the professional
medical community and investors alike. MIVT's goal is to clearly position itself
among the leaders in the lucrative drug-eluting stent market.

After completing development of these products, MIVT will have successfully
transitioned itself from being a developer of coronary stents, into an
innovative drug-delivery company with proprietary technologies that can be
applied to a wide range of therapeutic applications for the delivery of a
variety of pharmaceutical agents. No assurances, however, can be given that MIVT
will be able to produce these products, or if produced, that we will be
profitable.

Acquisition of SagaX, Inc.

On March 14, 2005, the Company acquired 100% of SagaX, Inc. ("SagaX") a Delaware
corporation with operations in Israel from a third party. SagaX is in the
business of researching a neuro-vascular embolic stent filter medical device
through its subsidiary in Israel, which will complement the Company's current
research activities. SagaX has a registered patent entitled Endovascular Device
for Entrapment of Particulate and Method for Use. The technology patented is
still in the research stage. As at the date of acquisition, SagaX did not have
any other assets or activities prior to acquisition, thus no pro-forma statement
of operations has been prepared.

The Company agreed to issue 4,200,000 shares in exchange for all of the issued
and outstanding shares of SagaX. The shares are valued at $0.47, which is the
fair value of the shares at the time of agreement, and will be issued in three
intervals: 2,000,000 of the shares within 30 days of the effective date of this
Agreement (issued), 1,100,000 shares upon successful completion of large animal
trials and the final 1,100,000 shares upon CE Mark approval relating to SagaX's
products. The latter 2,200,000 shares have not been accrued as its issuance is
dependent on completion of large animal trials and obtaining CE Mark approval,
which can not be determined at this time. The Company has also agreed to pay
$145,000 of the vendor's debt at the time of acquisition and agreed to finance
up to $730,000 for SagaX's research in 2005. If the Company decides to abandon
the underlying patented project or is placed into receivership or fails to fund
SagaX in any six month period, then the vendor or its nominee may repurchase
SagaX, including all of its intellectual property, in exchange for the return of
all of the Company's common shares issued and a cash payment equal to 125% of
all cash advanced by the Company to SagaX.

As at February 28, 2006, the 2,000,000 common shares have been issued for a fair
value of $940,000 and $80,000 has been paid in cash for the vendor's debt as
well as the balance of $65,000 in common stock.

In accordance with FIN 4: "Applicability of FASB No. 2 to Business Combinations
Accounted for by the Purchase Method", all acquisition costs of $1,085,000 have
been recorded as Purchased in-process Research and Development and expensed in
the statement of operations as of May 31, 2005.

Acquisition of Sahajanand Medical Technologies Inc.

On March 1, 2005 the Company entered into a share acquisition Letter of Intent
("Letter") with the shareholders of Sahajanand Medical Technologies Inc. ("SMT")
of India. SMT is in the business of manufacturing, marketing and distributing
bare metal and drug eluting stents, which will complement the Company's research
activities.


                                       4




<PAGE>

Pursuant to the Letter, the Company shall issue 44,500,000 shares of the
Company's common stock in exchange for 100% of the outstanding equity of SMT.

In addition, if the SMT operations achieve at least $90 million in sales within
36 months of the closing of the acquisition, the SMT shareholders shall be
issued 2,225,000 additional shares of the Company's common stock. If the SMT
operations achieve $180 million or more in sales within 36 months of the closing
acquisition, the SMT shareholders shall be issued 2,225,000 additional shares of
the Company's common stock so that the SMT shareholders receive an aggregate of
4,450,000 shares of the outstanding shares of the Company's common stock.

If the acquisition took place, the combined entity would have financed the
development of a catheterization laboratory, and when completed, the combined
entity would have had the right (but not obligation) to acquire all right, title
and interest in such technology at an acquisition price equal to 100% of the
production cost not to exceed $2.0 million to be paid in the form of cash or
common stock of the Company.

The completion of the acquisition would have been at least subject to (i)
satisfactory completion of customary due diligence; (ii) mutual board and
shareholder approval and other customary consents; (iii) negotiation and
execution of the Definitive Agreement and the documents contemplated therein;
(iv) receipt of audited financial statements of SMT; (v) negotiation and
execution of the Management Employment Agreements; (vi) receipt of all necessary
third party consents; (vii) transfer of all assets to SMT, free and clear of all
liens, claims and encumbrances of any kind, and (viii) the absence of material
legal or government limitations.

On January 31, 2006, the Letter was terminated, by mutual agreement, of both
companies.

As at February 28, 2006, project acquisition costs of $85,102 which represents
direct costs incurred in the proposed acquisition which were previously
capitalized in the financial statements were recorded under audit expense
($15,719) and legal expense ($69,383) as a result of the termination.


Intellectual Property

A. Patents 100% owned by MIVT

1. Expandable Stent and Method for Manufacturing Same Patent #125740

Inventor(s): Zhi-Yong Ma (patent acquired 100% by - MIV Therapeutics Inc.)

Abstract / Non-confidential Description:
An implantable intravascular stent comprising of plurality of expandable stent
modules made of medical grade stainless steel wire and connected together along
a common longitudinal axis by fastening one of the connectors on one of the
modules to an adjacent module. The patent describes the design and the method of
manufacturing of the wire intravascular stent.

B. Patents owned by University of British Columbia (UBC) and licensed
exclusively to MIVT



                                       5





<PAGE>

1. Novel Sol-Gel Calcium Phosphate Ceramic Coatings and Method of Making Same US
Patent 6,426,114, Canadian Patent Application # 2,345,552

Inventor(s): T.Troczynski, Dean-Mo Liu - UBC/MTRL

Abstract / Non-confidential Description:
Low-Temperature Sol-Gel Synthesis of Hydroxyapatite Ceramics for Biomedical
Applications. This invention relates to novel sol-gel calcium phosphate, in
particular, hydroxyapatite, ceramic coatings and processes of making same at low
temperature. Such coatings are useful, inter alia, for dental implants and other
bone-metal contact appliances.

2. Biofunctional Hydroxyapatite Coatings and Microspheres for In-situ Drug
Encapsulation US Patent No. 6,730,324, PCT Patent Application No. WO 02/085330
converted to pending applications in Canada; Patent No. 2,444,561), Europe
#02721913.8(Italy, France , Germany, United Kingdom, Ireland, and The
Netherlands), Australia #2002225889, Brazil #PI 0209040-6, China #02811285.7,
India #1357/KONP/2003, Israel #158474, Japan #2002-582904, and South Africa
#2003/8332.

Inventor(s): T. Troczynski, Dean-Mo Liu, Quanzu Yang - UBC/MTRL

Abstract / Non-confidential Description:
This invention relates to novel room-temperature process for obtaining calcium
phosphate, in particular hydroxyapatite, microspheres and coatings with
encapsulated drugs, proteins, genes, DNA for therapeutical use. The coatings and
microspheres are designed to perform a defined biological function related to
drug delivery, such as gene therapy through gene delivery. A novel method for
encapsulation, and subsequent controlled release of therapeutically active
agents from such biofunctional coatings and microspheres is disclosed. Such
coatings and microspheres are useful for side effects - free, long-term,
targeted, controlled release and delivery of drugs, proteins, DNA, and other
therapeutic agents.

The Company has 8 patent applications which are at various stages of processing
by The Patent Office at the present time. 3 of these patents are under exclusive
license from UBC and 5 belong 100% to MIVT.


DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, and general administration costs. During the nine and
three months ended February 28, 2006, the Company posted loss from operations of
$5,808,061 and $1,833,360, respectively, and a net loss of $5,750,040 and
$1,806,555, respectively, compared to a net loss of $3,539,429 for the nine
months ended February 28, 2005 and $1,806,687 for the three months ended
February 28, 2005. Most of the difference in net loss is attributable to an
increase in research and development, Public relations, financing and corporate
development expenses during the quarter.

Working capital increased to a surplus of $2,661,575 as of February 28, 2006
from a deficiency of $478,359 as of the last fiscal year-ended May 31, 2005. The
increase in the working capital is due primarily to increases in cash and cash
equivalents stemming from the Company's financing activities.



                                       6




<PAGE>

The Company's main focus during the nine months ended February 28, 2006, has
been corporate development and continued research and development of its
biocompatible coatings for stent and drug delivery systems.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $3,778,493 during the nine
months ended February 28, 2006, compared to $1,739,836 for the nine months ended
February 28, 2005. It also increased to $1,222,765 during the three months ended
February 28, 2006, compared to $499,582 for the three months ended February 28,
2005. The increase in 2006 is mainly due to the increase in the Company's
financing, corporate development and public relations activities. The Company's
investor relations expense to a large degree was the result of deferred
compensation amortization brought about by the application of a formula to
determine the value of the warrants issued. This activity was done to increase
liquidity and thereby reduce the cost of capital which as a consequence reduce
dilution when raising capital.

RESEARCH & DEVELOPMENT EXPENSES

Research and development costs increased during the nine months ended February
28, 2006, to $1,398,040 compared to $755,590 for the nine months ended February
28, 2005. It also increased during the three months ended February 28, 2006, to
$555,723 compared to $351,842 for the three months ended February 28, 2005. The
increase in 2006 resulted primarily from the Company's increase in research and
development expenses which included payments to Collaborative Research Agreement
on a new technology, increased expenses on R&D materials for pre-clinical trials
and increased expenses on outside testing.

DEPRECIATION EXPENSE

Depreciation expenses decreased to $118,885 during the nine months ended
February 28, 2006, compared to $136,721 for the nine months ended February 28,
2005. It also decreased to $47,872 during the three months ended February 28,
2006, compared to $51,574 for the three months ended February 28, 2005. This
decrease is a result of normal depreciation of the Company's property and
equipment.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has suffered recurring losses, totaling $28,627,324
as of February 28, 2006. Management has been able to, thus far, finance the
operations through the issuance of common stock in order to meet its strategic
objectives. Management plans to continue to seek other sources of financing on
favorable terms; however, there are no assurances that any such financing can be
obtained on favorable terms, if at all. Management expects to keep its operating
costs to a minimum until cash is available through financing or operating
activities. There are no assurances that the Company will be successful in
achieving these goals. The Company anticipates that losses will continue until
such time, if ever, as the Company is able to generate sufficient revenues to
support its operations. The Company's ability to generate revenue primarily
depends on its success in completing development and obtaining regulatory
approvals for the commercialization of its stent technology. The Company's
ability to obtain sufficient financing to continue the development of, and if
successful, to commence the manufacture and sale of its products under
development, if and when approved by the applicable regulatory agencies is
uncertain. In view of these conditions, the ability of the Company to continue
as a going concern is in substantial doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain
necessary financing to fund ongoing operations. Management believes that its
current and future plans enable it to continue as a going concern. The Company
currently has working capital surplus of $2,661,575 (current assets less current
liabilities). While additional capital is needed for the Company to successfully
achieve its business goal, it is a substantial improvement since the fiscal year
ended May 31, 2005.

FINANCING

The Company's capital requirements have been and will continue to be
significant. As of February 28, 2006, the Company had a working capital surplus
of $2,661,575.

The Company's cash flow from financing activities increased to $5,859,352 for
the nine months ended February 28, 2006, compared to $53,431 for the same period
in 2005.

The Company issued a total of 1,704,689 Regulation S ("Reg S") stock during the
nine month period ended February 28, 2006. As of February 28, 2006, 2,500,000
Regulation S stocks are held in trust by the financial custodian.

The Company issued 811,595 common shares for consulting, research & development,
legal and employee services during the nine months ended February 28, 2006 for
total value of $567,871.


                                       7

<PAGE>

During the nine month period ended February 28, 2006, the Company issued
3,289,016 common shares pursuant to an exercise of stock purchase warrants for
total proceeds of $1,711,008. Of these shares, 340,949 were exercised under the
cashless option of the agreement. The Company also issued 112,723 common shares
pursuant to an exercise of stock purchase options for total proceeds of $18,000.
Of these shares, 52,723 were exercised under the cashless option of the
agreement.

On October 4, 2005, the Company issued an aggregate of 3,158,920 common shares
pursuant to an exercise of Senior Convertible Debentures (the "Debentures")
issued by the Company in a private placement on March 15, 2005. The Debentures
was exercised at a conversion price, as determined by the terms of the Debenture
Agreement, of $0.25 per common share. The conversion was for an aggregate of
$755,000 principal amount and $34,730 interest due under the Debentures. The
remaining $50,000 of Debentures were repaid in cash including accrued interest
of $2,278.

On October 6, 2005, the Company completed a private placement of 95,238 units at
a price of $1.05 per unit for total proceeds of $100,000. Each unit is comprised
of one common share and one non-transferable share purchase warrant. Each
warrant entitles the holder to purchase one common share for $1.55 per share for
a period of two years from the date of grant.

The warrants had an estimated fair value of $64,208 using the Black Scholes
Option Pricing Model.

In connection with the private placement, the Company issued to the finder 9,524
units. Each unit is comprised of one common share and one non-transferable share
purchase warrant. Each warrant entitles the holder to purchase one common share
for $1.55 per share for a period of two years from the date of grant. The
warrants had an estimated fair value of $2,306 using the Black Scholes Option
Pricing Model.

On August 11, 2005, the Company completed a private placement of 7,545,000 units
at the price of $0.45 per Unit for total net proceeds of $3,370,250. Each Unit
is comprised of one common share together with one-half of one Series "A"
non-transferable share purchase warrant (each a "Series A Warrant") and one-half
of one Series "B" non-transferable share purchase warrant (each a "Series B
Warrant"). Each whole Series A Warrant entitles the holder to purchase one
common share at a price of $0.65 per share for a period which is the earlier of
(i) 12 months from August 11, 2005 and (ii) six months commencing from the
effective date of the Company's proposed "Registration Statement". Each whole
Series B Warrant entitles the holder to purchase one common share at a price of
$0.70 per share for the first 12 months, at a price of $0.85 per share for the
next 6 months, and at a price of $1.00 per share for the last 6 months
thereafter. Series B Warrants are exercisable at the earlier of (i) 30 months
from August 11, 2005 and (ii) 24 months commencing from the effective date of
the Company's proposed "Registration Statement".

In connection to the private placement, a finder's fee comprised of $25,000 in
cash was paid and 62,500 Series A Warrants and Series B Warrants were issued. In
a separate transaction, 39,994 units and 100,000 units were issued for legal
fees and investor relations services, respectively. These 39,994 shares and
100,000 shares have been included in the shares issued for services above.

These warrants had an estimated fair value of $2,245,749 using the Black Scholes
Option Pricing Model.


                                       8




<PAGE>

WARRANTS

The following table summarizes information about the warrants issued by the
Company as of February 28, 2006:

                                                                    Weighted
                                                                     Average
                                                    Number of       Exercise
                                                       Shares          price
                                                  --------------------------

 Balance, May 31, 2004                              9,386,449           0.60

 Issued - convertible debentures                    1,851,500           0.25
 Issued - finders' fees                                10,000           0.75
 Issued - services rendered                         5,270,000           0.32
 Exercised                                         (2,310,710)          0.26
 Expired                                           (7,043,220)          0.65
                                                  --------------------------

 Balance, May 31, 2005 - Regular                    7,164,019           0.45
 Balance, May 31, 2005 - Series "A"                 3,374,999           0.66
 Balance, May 31, 2005 - Series "C"                   674,997           0.66
                                                  --------------------------

 Balance, May 31, 2005                             11,214,015           0.53

 Regular:
    Issued - services rendered                      4,075,000           0.52
    Issued - private placement                         95,238           1.55
    Issued - finder's fee                               9,524           1.55
    Exercised                                      (1,134,290)          0.41
    Expired                                           (30,000)          0.30
 Series "A":
    Issued -  private placement                     3,842,498           0.65
    Issued -  finder's fee                             62,500           0.65
    Exercised                                      (1,921,777)          0.66

 Series "B":
    Issued - private placement                      3,842,498           0.65
    Issued - finder's fee                              62,500           0.65
 Series "C":
    Exercised                                        (445,692)          0.66
                                                  --------------------------

 Balance, February 28, 2006  - Regular             10,179,491           0.49
 Balance, February 28, 2006 - Series "A"            5,358,220           0.65
 Balance, February 28, 2006 - Series "B"            3,904,998           0.65
 Balance, February 28, 2006 - Series "C"              229,305           0.66
                                                  --------------------------

 BALANCE, FEBRUARY 28, 2006                        19,672,014           0.57
                                                  ==========================



STOCK-BASED COMPENSATION

The Company's stock option plan provides for the grant of incentive stock
options for up to 10,000,000 common shares to employees, consultants, officers
and directors of the Company.

During the nine months period ended February 28, 2006, the Company granted
1,710,000 stock options to directors, employees and a consultant of the Company
with exercise prices ranging from $0.20 to $1.10 per share being vested in
accordance with their agreement and with an expiry date of five years from date
of grant.


                                       9




<PAGE>


The following summarizes information about the stock options outstanding and

exercisable at February 28, 2006:


                       Options Outstanding                   Options Exercisable
                                     Weighted
                                      Average    Weighted               Weighted
          Range of    Number of     Remaining     Average    Number of   Average
          Exercise      options   Contractual    Exercise      options  Exercise
            Prices  Outstanding     Life (yr)       Price  Exercisable     Price
     -------------  -----------  ------------  ----------  -----------  --------
            $ 0.17      950,000         1.66       $ 0.17      950,000    $ 0.17
            $ 0.20    1,930,000         4.08       $ 0.20    1,930,000    $ 0.20
            $ 0.21      500,000         2.15       $ 0.21      500,000    $ 0.21
            $ 0.30    1,995,000         3.52       $ 0.30    1,995,000    $ 0.30
            $ 0.40      150,000         4.00       $ 0.40      150,000    $ 0.40
            $ 0.50      550,000         1.54       $ 0.50      550,000    $ 0.50
            $ 0.55      650,000         1.75       $ 0.55      650,000    $ 0.55
            $ 0.80      110,000         4.57       $ 0.80       85,000    $ 0.80
            $ 0.85      150,000         4.97       $ 0.85      150,000    $ 0.85
            $ 1.00      510,000         0.78       $ 1.00      510,000    $ 1.00
            $ 1.10       50,000         4.73       $ 1.10       25,000    $ 1.10
     -------------  -----------  ------------  ----------  -----------  --------
     $0.17 - $1.10    7,545,000         2.92       $ 0.36    7,495,000    $ 0.36
     =============  ===========  ============  ==========  ===========  ========


CASH POSITION

At February 28, 2006, the Company had cash and cash equivalents of $2,650,073
compared to a cash position of $492,709 as of the last fiscal year-ended May 31,
2005. The increase in the Company's cash position is due to an increase in the
Company's financing activities.

The Company intends to raise additional funds through equity financings via
private placements, as it may need to raise additional capital to fund
operations over the long-term.

ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable and accrued liabilities decreased in the quarter ended February
28, 2006 to $172,919 compared to $307,369 as of the last fiscal year-ended May
31, 2005 as the Company was able to pay-off more payables this year as there
were more funds compared to last year's.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

To date, the Company has accumulated a deficit of approximately US$27 million in
the research and development of its stent products, coatings and operations
establishing a quality manufacturing facility and completing laboratory and
preclinical testing on its stent coatings. The Company also has developed
research collaborations with the University of British Columbia for its
proprietary stent coatings and has implemented an aggressive in-house product
development program.

In order to meet its business objectives to develop its HAp coating technologies
towards commercialization, the Company will require approximately US$5 million
as the Company plan to go into clinical trials in the coming year. These funds
could be provided through any combination of the exercise of existing warrants
and options and/or through subsequent rounds of financing.

RELATED PARTY TRANSACTIONS

The following services were provided by related parties. These transactions,
recorded at exchange amounts agreed to by all parties, were as follows: during
the nine month period ended February 28, 2006, the Company paid or accrued
$551,522 (2005 - $321,072) of management and consulting fees to four directors
and an officer of the Company. Of this amount, $149,257 (2005 - $113,234) was
charged to research and development. Included in accounts payable is $8,817
(2005 - $21,940).

As at February 28, 2006, an amount due from the CFO of the Company was fully
repaid (2004 - $17,500).

As at February 28, 2006, an amount of $23,509 and $11,000 representing fees paid
in advance to the Chief Executive Officer and a director of the Company,
respectively, was recorded under prepaid expenses.


                                       10




<PAGE>

RISK FACTORS

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

BECAUSE WE HAVE A HISTORY OF LOSSES AND ANTICIPATE CONTINUED LOSSES THROUGH OUR
DEVELOPMENT STAGE, WE MAY LACK THE FINANCIAL STABILITY REQUIRED TO CONTINUE
OPERATIONS.

Since inception, the Company has suffered recurring losses, totaling $28,627,324
as of February 28, 2006. The Company has funded its operations through the
issuance of common stock, and through related party loans since inception, in
order to meet its strategic objectives. The Company anticipates that losses will
continue until such time, if ever, as the Company is able to generate sufficient
revenues to support its operations. The Company's ability to generate revenue
primarily depends on its success in completing development and obtaining
regulatory approvals for the commercial sale of the products under development.
There can be no assurance that any such events will occur, that the Company will
attain revenues from commercialization of its products, or that the Company will
ever achieve profitable operations.

BECAUSE WE ARE CURRENTLY A DEVELOPMENT STAGE COMPANY, WE HAVE NO PRODUCTS
AVAILABLE FOR SALE OR USE AND MAY LACK THE FINANCIAL RESOURCES NEEDED TO BRING
PRODUCTS TO MARKET.

The Company is in the development stage and currently has no products approved
for sale or use. The Company will not be able to sell significant quantities of
its products until such time, if ever, as it receives regulatory approval to
commercially market such products, and thus the Company's long-term viability,
growth, and profitability will depend upon successful testing, approval, and
commercialization of the MIVT Stent or other products resulting from its
research and development activities. Adverse or inconclusive results in clinical
trials of these products could significantly delay or ultimately preclude any
regulatory approvals, and even if obtained there can be no assurance that any
product approval would lead to the successful commercialization of the product
approved. Furthermore, the Company does not expect to begin the regulatory
approval process in the United States for at least the next three years, and
will only pursue approval and marketing of its products in the countries
recognizing the CE Mark, such as most European and Asian countries.

BECAUSE WE HAVE A LIMITED OPERATING HISTORY ON WHICH AN EVALUATION OF OUR
PROSPECTS CAN BE MADE, WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE THE DEMANDS
REQUIRED OF A NEW BUSINESS IN THE MEDICAL DEVICE INDUSTRY.

The Company has a limited operating history upon which an evaluation of its
prospects can be made. There can be no assurance that the Company will
effectively execute MIVT's business plan or manage any growth of the MIVT
business, or that the Company's future operating and financial forecast will be
met. Future development and operating results will depend on many factors,
including access to adequate capital, the completion and regulatory approval of
marketable products, the demand for the Company's products, the level of product
and price competition, the Company's success in setting up and expanding
distribution channels, and whether the Company can control costs. Many of these
factors are beyond the control of the Company. In addition, the Company's future
prospects must be considered in light of the risks, expenses, and difficulties
frequently encountered in establishing a new business in the medical device
industry, which is characterized by intense competition, rapid technological
change, highly litigious competitors, potential product liability and
significant regulation.

                                       11





<PAGE>

BECAUSE THE LIFE CYCLE OF MEDICAL PRODUCTS ARE DIFFICULT TO PREDICT, EVEN IF WE
WERE TO INTRODUCE A PRODUCT TO THE MARKET WE MAY NOT BE ABLE TO GAIN MARKET
ACCEPTANCE OF THE PRODUCT.

The life cycle of the products that the Company plans to develop is difficult to
predict. Failure to gain timely market acceptance of its products would have a
material adverse effect on the Company's ability to generate revenue, and would
have a material adverse effect on the Company's business, financial condition
and results of operations. To successfully gain market acceptance, the Company
must develop the ability to manufacture its products in large quantities in
compliance with regulatory requirements and at an acceptable cost. The Company
has no long-term experience in manufacturing stent products, and could
experience difficulties in development or manufacturing that may have a material
adverse effect on the Company's ability to market its product. Moreover, there
can be no assurance that the Company will be successful in scaling up
manufacturing operations sufficient to produce its products in sufficient volume
to generate market acceptance.

BECAUSE WE ARE SIGNIFICANTLY SMALLER THAN THE MAJORITY OF OUR NATIONAL
COMPETITORS WE MAY LACK THE FINANCIAL RESOURCES NEEDED TO CAPTURE MARKET SHARE.

The market in which the Company intends to operate is dominated by several large
firms with established products, and the Company's success is dependant upon
acceptance of its products by the medical community as reliable, safe and
cost-effective. It may be difficult or impossible for the Company to achieve
such acceptance of its products in view of these market conditions. In addition,
the Company's competitors are more financially stable than the Company and have
significant resources for research and development available to them. Thus it is
likely that they will be quicker to market than the Company, with products that
will compete with its products, should it be successfully approved and
commercialized. Moreover, even if the Company successfully brings its products
to market ahead of its projected competitors, established competitors could
quickly bring products to market that would compete. In addition, the medical
device market is subject to constant introduction of new products and designs.

Market acceptance of the Company's products may be influenced by new products or
technologies that come to market, which could render the Company's products
obsolete or prohibitively expensive.

BECAUSE WE HAVE NOT EARNED ANY REVENUES FROM OPERATIONS, ALL OUR CAPITAL
REQUIREMENTS HAVE BEEN MET THROUGH FINANCIING ACTIVITES AND IT IS NOT CERTAIN WE
WILL BE ABLE TO CONTINUE TO FIND FINANCING TO MEET OUR OPERATING REQUIREMENTS.

The Company's capital requirements have been and will continue to be
significant. The Company will be dependant on future financing to fund its
research and development as well as other working capital requirements. The
Company estimates that its current working capital will support its activities
for no more than four months. After that time, the Company will need additional
financing. The Company is currently anticipating further subscriptions for its
common stock, but there can be no assurance that these subscriptions will be
forthcoming or that they will result in sufficient capital for the Company to
meet its current and expected working capital needs. It is not anticipated that
any of the officers, directors or current shareholders of the Company will




                                       12




<PAGE>

provide any significant portion of the Company's future financing requirements.
Furthermore, in the event that the Company's plans change, its assumptions
change or prove inaccurate, or its capital resources prove to be insufficient to
fund operations, the Company could be required to seek additional financing
sooner than currently anticipated, or in greater amounts than is currently
anticipated. Any inability to obtain additional financing when needed would have
a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or possibly cease its operations. In addition,
any future equity financing may involve substantial dilution to the Company's
existing shareholders.

BECAUSE WE ARE IN THE DEVELOPMENT STAGE AND HAVE NOT YET PRODUCED A MARKETABLE
PRODUCT, WE MAY LACK THE ABILITY TO RECRUIT SUITABLE CANDIDATES FOR EMPLOYMENT,
OR TO ATTRACT THEM TO THE COMPANY SHOULD THEY BE IDENTIFIED.

The Company currently has 9 full time employees and only three full-time
officers and directors. In addition, the Company has entered into consulting
agreements with three individuals two of whom are also Directors, to provide
management services to the Company. The remainder of the Company's management
has been undertaken by independent consultants. This may make it difficult for
the Company to attract capital investment sufficient to meet its capital needs.
Because the Company is in the development stage and has not yet produced a
marketable product, it will be reliant upon its ability to attract skilled
members of the Stent or medical products industries. There can be no assurance
that the Company will be able to identify suitable candidates for employment, or
to attract them to the Company should they be identified. In addition, the
ompany will be heavily dependent upon creative design and engineering skills of
individuals with whom it has little familiarity, and who may not perform as
expected.

BECAUSE WE MAY NOT BE ABLE TO OBTAIN PATENTS FOR THE DEVICES WE ARE CURRENTLY
RESEARCHING, WE MAY NOT HAVE BE ABLE TO PROTECT OF INTELLECTUAL PROPERTY RIGHTS.

The Company's success will depend in part on whether the Company can obtain
patent protection for its products and processes, preserve trade secrets and
proprietary technology, and operate without infringing upon patent or other
proprietary rights of third parties. The Company has patent applications pending
in the United States and in several foreign markets, and is in the process of
filing additional foreign patent applications, but there can be no assurance
that any of these patents will be issued or that patents will not be challenged.
A significant number of medical device companies, other companies, universities,
and research institutions have filed patent applications or have been issued
patents relating to stents and stent delivery systems, and there has been
substantial litigation in this area. Established companies in the medical
products industry generally, and the stent industry in particular, are
aggressive in attempts to block new entrants to their markets, and the Company's
products, if successfully developed, may interfere with the intellectual
property rights of these companies. The Company's success will depend on its
products not infringing patents that the Company expects would be vigorously
prosecuted. Furthermore, the validity and breadth of claims in medical
technology patents involve complex legal and factual questions and, therefore,
are highly uncertain. Even if the Company successfully patents the MIVT
laser-cut stent, there can be no assurance that it would be able to successfully
assert its patents against competing products. In addition, infringement claims
against the MIVT laser-cut stent could be sufficiently expensive to have a
material adverse effect on the Company's results or ability to continue
marketing its products.



                                       13




<PAGE>

BECAUSE PRODUCT LIABILITY IS INHERENT IN THE MEDICAL DEVICES INDUSTRY AND
INSURANCE IS EXPENSIVE AND DIFFICULT TO OBTAIN, THE COMPANY MAY BE EXPOSED TO
LARGE LAWSUITS.

The Company's business exposes it to potential product liability risks, which
are inherent in the testing, manufacturing, marketing and sale of medical
products. While the Company will take precautions it deems to be appropriate to
avoid product liability suits against it, there can be no assurance that it will
be able to avoid significant product liability exposure. Product liability
insurance for the medical products industry is generally expensive, to the
extent it is available at all. The Company has not yet sought to obtain product
liability coverage. The Company intends to obtain such coverage when it is
apparent that the MIVT Stent or other products developed by the Company will be
marketable. There can be no assurance that it will be able to obtain such
coverage on acceptable terms, or that any insurance policy will provide adequate
protection against potential claims. A successful product liability claim
brought against the Company may exceed any insurance coverage secured by the
Company, and could have a material adverse effect on the Company's results or
ability to continue marketing its products.

BECAUSE THE HEALTHCARE INDUSTRY IS SUBJECT TO CHANGING POLICIES AND PROCEDURES,
WE MAY FIND IT DIFFICULT TO CONTINUE TO COMPETE IN AN UNCERTAIN ENVIRONMENT.

The health care industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operations
of healthcare industry participants. During the past several years, government
regulation of the healthcare industry has changed significantly in several
countries. Healthcare industry participants may react to new policies by
curtailing or deferring use of new treatments for disease, including treatments
that would use the products that the Company intends to develop. This could
substantially impair the Company's ability to successfully commercialize the
MIVT Stent, which would have a material adverse effect on the Company's
performance.

BECAUSE OUR STOCK IS LISTED ON THE OTCBB AND NOT A LARGER OR MORE RECOGNIZED
EXCHANGE, INVESTORS MAY FIND IT DIFFICULT TO SELL THEIR SHARES OR OBTAIN
ACCURATE QUOTATIONS FOR SHARE PRICES.

The Company's common stock is listed on the OTCBB. Investors may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's common stock than would otherwise be the case were the
Company's common stock listed on a more recognized stock exchange or quotation
service. In addition, trading in the Company's common stock is currently subject
to certain rules under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
"penny stock." Penny stocks are generally non-Nasdaq equity securities with a
market price less than $5.00 per share. The penny stock rules require
broker-dealers selling penny stocks to make certain disclosures about such
stocks to purchasers thereof, and impose sales practice restrictions on
broker-dealers in certain penny stock transactions. The additional burdens
imposed upon broker-dealers by these rules may discourage them from effecting
transactions in the Company's common stock, which could limit the liquidity of
the common stock and the ability of the Company's stockholders to sell their
stock in the secondary market.



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<PAGE>

GOING CONCERN RISK

There is substantial doubt as to our ability to continue as a going concern
based on our past operating losses and predicted future operating losses. Our
auditors have issued a going concern opinion on our financial statements
expressing substantial doubt that we can continue as a going concern for a
reasonable period of time unless sufficient equity financing can be secured.
There can be no assurances that any required capital can be obtained on terms
favorable to the Company

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
February 28, 2006 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to February 28, 2006 the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.

                           PART II: OTHER INFORMATION

Except for Item 2 discussed below, Items 1, 3, 4 and 5 are not applicable.

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

During the nine months ended February 28, 2006, the Company issued the following
unregistered securities pursuant to prospectus exemptions contained in Section
4(2) of the Securities Act of 1933, as amended, and/or Regulation S, and will
bear a restrictive Rule 144 legend to that effect.

On October 4, 2005, the Company issued an aggregate of 3,158,920 common shares
pursuant to an exercise of Senior Convertible Debentures (the "Debentures")
issued by the Company in a private placement on March 15, 2005. The Debentures
was exercised at a conversion price, as determined by the terms of the Debenture
Agreement, of $0.25 per common share. The conversion was for an aggregate of
$755,000 principal amount and $34,730 interest due under the Debentures. The
remaining $50,000 of Debentures were repaid in cash including accrued interest
of $2,278.



On October 6, 2005, the Company completed a private placement of 95,238 units at
a price of $1.05 per unit for total proceeds of $100,000. Each unit is comprised
of one common share and one non-transferable share purchase warrant. Each
warrant entitles the holder to purchase one common share for $1.55 per share for
a period of two years from the date of grant.

The warrants had an estimated fair value of $64,208 using the Black Scholes
Option Pricing Model.

In connection with the private placement, the Company issued to the finder 9,524
units. Each unit is comprised of one common share and one non-transferable share
purchase warrant. Each warrant entitles the holder to purchase one common share
for $1.55 per share for a period of two years from the date of grant. The
warrants had an estimated fair value of $2,306 using the Black Scholes Option
Pricing Model.



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<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

31.1     Section 302 Certification of CEO
31.2     Section 302 Certification of CFO
32.1     Section 906 Certification of CEO
32.2     Section 906 Certification of CFO


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: April 19, 2006         MIV Therapeutics, Inc.


                                /s/ Alan Lindsay
                                --------------------------
                                Alan Lindsay
                                President (Principal Executive Officer)

                                /s/ Patrick McGowan
                                --------------------------
                                Patrick McGowan
                                CFO (Principal Financial and Accounting Officer)


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