<PAGE>

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

 [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended February 29, 2008

                              OR

 [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
        OF 1934

        For the transition period from _____ to _____

                        COMMISSION FILE NUMBER: 000-30453

                              MIV Therapeutics, Inc
          (Exact name of registrant issuer as specified in its charter)


                Nevada                                  01-0809204
   (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)


            Suite 1-8765 ASH STREET, VANCOUVER, B.C., CANADA, V6P 6T3
                    (Address of principal executive offices)

                   (604) 301-9545 (Issuer's telephone number)
                  --------------------------------------------
                 (Former address if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the 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 large accelerated
filer, an accelerate filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerate filer [ ]                         Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
         Yes [ ]                  No [X]

Number of shares of common stock outstanding as of April 4, 2008: 112,991,278

<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


           MIV THERAPEUTICS INC.
           (A development stage company)

           Consolidated Financial Statements


           February 29, 2008

           (Unaudited)




           INDEX

           Consolidated Balance Sheets

           Consolidated Statements of Operations and Comprehensive Loss

           Consolidated Statement of Stockholders' Equity

           Consolidated Statements of Cash Flows

           Notes to Consolidated Financial Statements



                                       1
<PAGE>

<TABLE>
<S>     <C>
MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Balance Sheets
(Unaudited)
Expressed in U.S. Dollars
-------------------------------------------------------------------------------------------
                                                            February 29, 2008  May 31, 2007
-------------------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                    $  3,314,934    $    119,075
  Accounts receivable                                                89,089          50,829
  Employee advances (Note 12)                                        11,306          20,432
  Prepaid expenses (Note 3)                                         352,810         346,883
  Inventories (Note 4)                                              732,541         563,684
  Assets of discontinued operations (Note 10)                            --         393,593
-------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                              4,500,680       1,494,496
EMPLOYEE ADVANCES                                                        --          14,343
PROPERTY AND EQUIPMENT, net (Note 6)                              2,002,636       1,253,010
CE MARK LICENSE, net (Note 7)                                     1,273,233       1,389,279
DEPOSITS AND OTHER ASSETS                                            45,686          37,264
ASSETS OF DISCONTINUED OPERATIONS, net of current (Note 10)              --          58,573
-------------------------------------------------------------------------------------------
TOTAL ASSETS                                                   $  7,822,235    $  4,246,965
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables (Note 12)                $  1,063,903    $  1,462,616
  Related party loan (Note 12)                                           --         100,000
  Loan payable (Note 8)                                                  --         525,000
  Deferred lease inducement - current portion (Note 13(a))            8,081           8,081
  Liabilities of discontinued operations (Note 10)                       --         154,742
-------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                         1,071,984       2,250,439
DEFERRED LEASE INDUCEMENT (Note 13 (a))                              13,468          19,529
DEFERRED INCOME TAX LIABILITY                                        96,000         297,000
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                 1,181,452       2,566,968
-------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 5, 11 and 13)

STOCKHOLDERS' EQUITY
  Common stock (Note 9)
    Authorized:
      20,000,000 preferred shares with a par value of $0.001
      230,000,000 common shares with a par value of $0.001
    Issued and outstanding:
      112,991,278 common shares at February 29, 2008 and
      83,785,056 common shares at May 31, 2007                      112,991          83,785
  Additional paid-in capital                                     57,400,068      42,329,385
  Deferred compensation                                             (89,644)       (320,579)
  Common stock issuable                                           1,127,012       1,411,489
  Deficit accumulated during the development stage              (51,712,976)    (41,627,415)
  Accumulated other comprehensive loss                             (196,668)       (196,668)
-------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                        6,640,783       1,679,997
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  7,822,235    $  4,246,965
===========================================================================================

The accompanying notes are in integral part of these consolidated financial statements.


                                                       2
<PAGE>

MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Expressed in U.S. Dollars

-------------------------------------------------------------------------------------------------------------------------------
                                               Period from
                                                inception
                                              (January 20,
                                                 1999) to             Nine months ended                 Three months ended
                                               February 29,     February 29,     February 28,    February 29,      February 28,
                                                  2008             2008             2007             2008              2007
-------------------------------------------------------------------------------------------------------------------------------
                                                                                (as restated)                      (as restated)

REVENUE                                       $   1,045,658    $     854,168    $       1,461    $     302,527    $       1,461
COST OF SALES (exclusive of amortization of
   CE Mark license shown below)                   1,115,256          968,116              646          475,052              646
-------------------------------------------------------------------------------------------------------------------------------
GROSS PROFIT (LOSS)                                 (69,598)        (113,948)             815         (172,525)             815
-------------------------------------------------------------------------------------------------------------------------------

EXPENSES
  General and administrative (Note 14)           31,694,349        5,371,349        3,663,280        1,705,655        1,426,935
  Research and development                       14,584,093        4,112,492        2,103,463        1,762,046          679,869
  Interest expense and finance fees               1,221,952          196,495           11,295           21,832            9,236
  Depreciation                                    1,026,027           41,984           77,222           24,539           31,706
  Amortization of CE Mark license                   148,050          116,046            4,572           35,532            4,572
  Licenses acquired charged to operations           479,780               --               --               --               --
  Finance cost on convertible debentures            382,307               --               --               --               --
  Purchased in-process research
       and development                            2,205,013               --               --               --               --
-------------------------------------------------------------------------------------------------------------------------------
                                                 51,741,571        9,838,366        5,859,832        3,549,604        2,152,318
-------------------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                            (51,811,169)      (9,952,314)      (5,859,017)      (3,722,129)      (2,151,503)
GAIN (LOSS) ON FOREIGN EXCHANGE                      47,658           25,072           13,632           (6,069)          36,370
INTEREST INCOME                                     313,990          173,104            5,832           40,677               --
GAIN ON EXTINGUISHMENT OF DEBT                      462,249               --               --               --               --
MINORITY INTEREST SHARE OF LOSS                     806,310               --               --               --               --
-------------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE DEFERRED INCOME TAX RECOVERY        (50,180,962)      (9,754,138)      (5,839,553)      (3,687,521)      (2,115,133)
DEFERRED INCOME TAX RECOVERY                        228,000          201,000           14,000           92,000           14,000
-------------------------------------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                 (49,952,962)      (9,553,138)      (5,825,553)      (3,595,521)      (2,101,133)
LOSS FROM DISCONTINUED OPERATIONS                (2,672,723)        (600,955)        (702,725)              --         (282,158)
GAIN ON SALE OF DISCONTINUED OPERATIONS              68,532           68,532               --           68,532               --
-------------------------------------------------------------------------------------------------------------------------------
NET LOSS                                        (52,557,153)     (10,085,561)      (6,528,278)      (3,526,989)      (2,383,291)
OTHER COMPREHENSIVE LOSS
  Foreign currency translation                     (196,668)              --               --               --               --
-------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS                            $ (52,753,821)   $ (10,085,561)   $  (6,528,278)   $  (3,526,989)   $  (2,383,291)
===============================================================================================================================
BASIC AND DILUTED LOSS PER COMMON SHARE
  - continuing operations                     $        1.29    $        0.09    $        0.08    $        0.03    $        0.03
  - discontinued operations                            0.07               --             0.01               --               --
-------------------------------------------------------------------------------------------------------------------------------
  - NET LOSS                                  $        1.36    $        0.09    $        0.09    $        0.03    $        0.03
===============================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                            38,801,569      108,134,229       72,915,205      112,530,493       75,143,989
===============================================================================================================================


The accompanying notes are in integral part of these consolidated financial statements.


                                                                       3
<PAGE>

MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statement of Stockholders' Equity
(Unaudited)
Expressed in U.S. Dollars
------------------------------------------------------------------------------------------------------


                                                         Common Stock          Additional    Deferred
                                                   ------------------------     Paid-in       Compen-
                                                      Shares       Amount       Capital       sation
------------------------------------------------------------------------------------------------------
Balance, May 31, 2007                                83,785,056   $  83,785   $ 42,329,385   $(320,579)
Issuance of common stock:
   - for share subscriptions - private placement     27,666,000      27,666     12,816,311          --
   - for exercise of options                            315,715         316         38,184          --
   - for services                                     1,224,507       1,224        511,642    (167,545)
Fair value of warrants issued for loan (Note 8)              --          --         16,405          --
Fair value of vested stock option grants                     --          --      1,529,341          --
Fair value of extended stock options                         --          --         48,400          --
Fair value of extended warrants                              --          --        110,400          --
Amortization of deferred compensation                        --          --             --     398,480
Comprehensive loss:
  Foreign currency translation                               --          --             --          --
  Net loss                                                   --          --             --          --
------------------------------------------------------------------------------------------------------

BALANCE, February 29, 2008                          112,991,278   $ 112,991   $ 57,400,068   $ (89,644)
======================================================================================================
                                                                                            (CONTINUED)

                                                                  Accumulated     Deficit
                                                                     Other      Accumulated
                                                      Common        Compre-     During the
                                                      Stock         hensive     Development
                                                     Issuable        Loss          Stage            Total
------------------------------------------------------------------------------------------------------------
Balance, May 31, 2007                              $  1,411,489    $(196,668)   $(41,627,415)   $  1,679,997
Issuance of common stock:
   - for share subscriptions - private placement       (927,000)          --              --      11,916,977
   - for exercise of options                            (38,500)          --              --              --
   - for services                                       681,023           --              --       1,026,344
Fair value of warrants issued for loan (Note 8)              --           --              --          16,405
Fair value of vested stock option grants                     --           --              --       1,529,341
Fair value of extended stock options                         --           --              --          48,400
Fair value of extended warrants                              --           --              --         110,400
Amortization of deferred compensation                        --           --              --         398,480
Comprehensive loss:
  Foreign currency translation                               --           --              --              --
  Net loss                                                   --           --     (10,085,561)    (10,085,561)
------------------------------------------------------------------------------------------------------------

BALANCE, February 29, 2008                         $  1,127,012    $(196,668)   $(51,712,976)   $  6,640,783
============================================================================================================


The accompanying notes are in integral part of these consolidated financial statements.


                                                                  4
<PAGE>

MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
Expressed in U.S. Dollars
-----------------------------------------------------------------------------------------------------------
                                                               Period from
                                                                inception
                                                               (January 20,
                                                                 1999) to           Nine months ended
                                                               February 29,    February 29,    February 28,
                                                                   2008            2008            2007
-----------------------------------------------------------------------------------------------------------
                                                                                              (as restated)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continuing operations                          $(49,952,962)   $ (9,553,138)   $ (5,825,553)
  Adjustments to reconcile net loss from continuing
    operations to net cash used in operating activities:
      Stock-based compensation                                   11,940,000       1,976,221       1,177,712
      Stock issued for other than cash                            7,106,575       1,026,344         416,398
      Depreciation and amortization                               1,472,997         400,884          81,794
      Deferred income tax recovery                                 (228,000)       (201,000)        (14,000)
      Fair value of extended warrants                               451,227         110,400           1,230
      Fair value of granted warrants                                 16,405          16,405              --
      Interest expense on related party loan                        850,000              --              --
      Interest expense on convertible debentures                     34,730              --              --
      Leasehold improvements written down                            13,300              --              --
      Purchased in-process research and  development              2,125,013              --              --
      Intangible asset impairment                                   150,000              --              --
      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 operating assets and liabilities:
      Accounts receivable                                          (249,340)        (38,260)         (1,812)
      Due from related party                                        (11,306)         23,469         (35,098)
      Prepaid expenses and deposits                                (278,628)         (5,927)       (187,861)
      Inventories                                                  (487,739)       (168,857)         23,079
      Deposits and other assets                                     (45,686)         (8,422)             --
      Accounts payable and other payables                           946,486        (404,771)        624,093
-----------------------------------------------------------------------------------------------------------
Net cash used in operating activities                           (26,965,687)     (6,826,652)     (3,740,018)
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs            33,633,250      11,916,977       4,840,427
  Proceeds from (repayments of) loan payable                        500,000        (525,000)             --
  Due to related parties                                            850,000        (100,000)             --
  Subscriptions received                                          1,389,310              --          50,000
  Cash acquired in reverse acquisition                               13,824              --              --
  Proceeds from convertible debentures                              755,000              --              --
  Common stock redemption                                          (120,000)             --              --
-----------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                        37,021,384      11,291,977       4,890,427
-----------------------------------------------------------------------------------------------------------


The accompanying notes are in integral part of these consolidated financial statements.


                                                                5
<PAGE>

MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Cash Flows (continued)
(Unaudited)
Expressed in U.S. Dollars
--------------------------------------------------------------------------------------------------------
                                                               Period from
                                                                inception
                                                               (January 20,
                                                                 1999) to         Nine months ended
                                                               February 29,   February 29,   February 28,
                                                                   2008          2008            2007
--------------------------------------------------------------------------------------------------------
                                                                                            (as restated)
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                            (2,557,540)    (1,034,466)       (66,258)
  Pre-acquisition advances to Biosync                             (121,870)            --       (121,870)
  Acquisition of Biosync, net of cash acquired                  (1,415,885)            --     (1,415,885)
  Cash acquired on acquisition of Biosync                           17,557             --         17,557
  Cash transferred on disposition of SagaX                         (48,802)       (48,802)            --
  Acquisition of license                                          (200,000)            --             --
--------------------------------------------------------------------------------------------------------

Net cash used in investing activities                           (4,326,540)    (1,083,268)    (1,586,456)
--------------------------------------------------------------------------------------------------------
Net cash provided by (used in) continuing operations             5,729,157      3,382,057       (436,047)
Cash flows from discontinued operating activities               (2,099,724)      (539,605)      (593,000)
Cash flows from discontinued investing activities                  (75,515)          (937)       (27,654)
Foreign exchange effect on cash                                   (238,984)            --             --
--------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             3,314,934      2,841,515     (1,056,701)

CASH AND CASH EQUIVALENTS, beginning of period
   Continuing operations                                                --        119,075      1,374,311
   Discontinued operations                                              --        354,344        199,511
--------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                       $ 3,314,934    $ 3,314,934    $   517,121
========================================================================================================

Ending cash and cash equivalents consists of the following:
  Continuing operations                                        $ 3,314,934    $ 3,314,934    $   334,271
  Discontinued operations                                               --             --        182,850
--------------------------------------------------------------------------------------------------------

Total                                                          $ 3,314,934    $ 3,314,934    $   517,121
========================================================================================================


The accompanying notes are in integral part of these consolidated financial statements.


                                                               6
</TABLE>
<PAGE>

MIV THERAPEUTICS, INC.
(A development stage company)
Notes to Consolidated Financial Statements
February 29, 2008
(Unaudited)
Expressed in U.S. Dollars


1.       BASIS OF PRESENTATION AND NATURE OF OPERATIONS

         The accompanying unaudited interim consolidated balance sheets,
         statements of operations and comprehensive loss, stockholders' equity
         and cash flows reflect all adjustments, consisting of normal recurring
         adjustments and other adjustments, that are, in the opinion of
         management, necessary for a fair presentation of the financial position
         of MIV Therapeutics, Inc. (the "Company"), at February 29, 2008, and
         the results of operations and cash flows for the interim periods ended
         February 29, 2008 and February 28, 2007. Operating results of these
         interim periods are not necessary indicative of result that may be
         expected for the full fiscal year ending May 31, 2008.

         The accompanying unaudited interim consolidated financial statements
         have been prepared in conformity with U.S. generally accepted
         accounting principles using the same accounting policies and methods of
         application as those disclosed in Note 2 of the Company's annual
         consolidated financial statements for the year ended May 31, 2007
         except as disclosed in Note 2 and accordingly should be read in
         conjunction with the Company's annual consolidated financial statements
         for the year ended May 31, 2007.

         Since inception, the Company has suffered recurring losses, totaling
         $52,557,153 as of February 29, 2008. To date, management has been able
         to finance the operations through the issuance of common stock, and
         through related party loans, 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 monitor and control the Company's 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 plans. 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 unaudited interim 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 unaudited
         interim consolidated financial statements.

         Reclassifications

         Certain amounts from prior periods have been reclassified to conform to
         the current period presentation. These reclassifications had no effect
         on net loss or loss per common share.


                                       7
<PAGE>

2.       ACCOUNTING POLICY CHANGE AND NEW ACCOUNTING PRONOUNCEMENTS

         (a) Adoption of New Accounting Policy

         In July 2006, FASB issued Interpretation No. 48 "Accounting for
         Uncertainty in Income Taxes - an interpretation of FASB Statement No.
         109" ("FIN 48"). This Interpretation clarifies the accounting for
         uncertainty in income taxes recognized in an enterprise's financial
         statements in accordance with SFAS Statement No. 109, "Accounting for
         Income Taxes". This Interpretation prescribes a recognition threshold
         and measurement attribute for the financial statement recognition and
         measurement of a tax position taken or expected to be taken in a tax
         return. This Interpretation also provides guidance on de-recognition,
         classification, interest and penalties, accounting in interim periods,
         disclosure, and transition. This Interpretation is effective for fiscal
         years beginning after December 15, 2006.

         The Company is subject to taxation in the U.S. and various states and
         foreign jurisdictions. In addition to U.S., the Company's major taxing
         jurisdictions include Canada, India and formerly, Israel. Income tax
         returns filed by the Company and its active subsidiaries that are still
         subject to examination are MIVI Technologies, Inc. for May 31, 2007 and
         subsequent years, and Biosync Scientific Pvt. Ltd. for March 31, 2007
         and subsequent years. Income tax returns not yet filed by MIV
         Therapeutics Inc. for the fiscal year ended May 31, 1999, and
         subsequent years will be subject to examination. Interest and penalties
         related to tax positions taken in tax returns shall be recorded in
         other operating expenses in the consolidated statement of operations;
         however, there were no interest and penalties related to tax positions
         taken in our tax returns during the first three quarters of fiscal
         2008.

         The Company adopted the provisions of FASB Interpretation No. 48 on
         June 1, 2007. The adoption of FIN 48 did not result in a cumulative
         adjustment to equity and there were no unrecognized tax benefits,
         penalties or interest at the time of, or subsequent to, adoption.

         (b) New Accounting Pronouncements

         In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
         Interests in Consolidated Financial Statements, an Amendment of ARB No.
         51". This statement amends ARB 51 to establish accounting and reporting
         standards for the noncontrolling interest (minority interest) in a
         subsidiary and for the deconsolidation of a subsidiary. Upon its
         adoption, effective as of the beginning of the Company's fiscal 2010,
         noncontrolling interests will be classified as equity in the Company's
         balance sheet and income and comprehensive income attributed to the
         noncontrolling interest will be included in the Company's income and
         comprehensive income. The provisions of this standard must be applied
         prospectively upon adoption except for the presentation and disclosure
         requirements. Management is currently evaluating the impact of adopting
         SFAS No. 160 on the Company's consolidated financial position and
         results of operations.

         In December 2007, the FASB issued SFAS No. 141 (revised 2007),
         "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R)
         establishes principles and requirements for how an acquirer in a
         business combination recognizes and measures the assets acquired,
         liabilities assumed, and any noncontrolling interest in the acquiree.
         The provisions of SFAS No. 141(R) will become effective for the
         Company's business combinations occurring on or after June 1, 2009.

         In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
         for Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159
         permits entities to choose to measure many financial assets and
         financial liabilities at fair value. Unrealized gains and losses on
         items for which the fair value option has been elected will be reported
         in earnings. SFAS 159 is effective for fiscal years beginning after
         November 15, 2007. The Company currently is assessing the impact of
         SFAS 159 on its' consolidated financial position or results of
         operation.


                                       8
<PAGE>

2.       ACCOUNTING POLICY CHANGE AND NEW ACCOUNTING PRONOUNCEMENTS (continued)

         (b) New Accounting Pronouncements (continued)

         In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements"
         ("SFAS 157"). The objective of SFAS 157 is to increase consistency and
         comparability in fair value measurements and to expand disclosures
         about fair value measurements. SFAS 157 defines fair value, establishes
         a framework for measuring fair value in generally accepted accounting
         principles, and expands disclosures about fair value measurements. SFAS
         157 applies under other accounting pronouncements that require or
         permit fair value measurements and does not require any new fair value
         measurements. The provisions of SFAS 157 are effective for fair value
         measurements made in fiscal years beginning after November 15, 2007.
         The Company has not determined the effect, if any, that the adoption of
         SFAS 157 will have on the Company's consolidated financial position or
         results of operations.

         In February 2008, the FASB released FSP No. FAS 157-2. FSP No. FAS
         157-2 defers the effective date of SFAS 157 for one year for
         nonfinancial assets and nonfinancial liabilities that are recognized or
         disclosed at fair value in the financial statements on a nonrecurring
         basis. It does not defer recognition and disclosure requirements for
         financial assets and financial liabilities, or for nonfinancial assets
         and nonfinancial liabilities that are remeasured at least annually.

3.       PREPAID EXPENSES

         Prepaid expenses consisted of the following at:

                                                      February 29,       May 31,
                                                         2008             2007
                                                       -------------------------
              Prepayment to suppliers                  $251,632         $337,936
              Other prepaid expenses                    101,178            8,947
                                                       -------------------------
                                                       $352,810         $346,883
                                                       =========================

4.       INVENTORIES

         Inventories consisted of the following at:

                                                    February 29,         May 31,
                                                       2008               2007
                                                     ---------------------------
              Raw materials                          $257,380           $248,496
              Packing materials                        10,370             14,392
              Work-in-process                          76,518            190,854
              Finished goods                          388,273            109,942
                                                     ---------------------------
                                                     $732,541           $563,684
                                                     ===========================

5.       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 worldwide right to use, develop and
              sublicense coating technology for stents and other medical
              devices.


                                       9
<PAGE>

5.       LICENSES (continued)

              In consideration of granting the licenses, the Company will pay
              UBC a royalty of 2.5% of related revenue and a royalty ranging
              from 10% or 15% of sublicense revenue depending upon the
              sublicensed technology. In addition, various minimum annual
              royalties, maintenance fees and milestone payments are payable
              over the period of development. The Company issued 750,000 common
              shares to UBC as part of the consideration for the grant of the
              rights.

              The 750,000 common shares had a fair value of $187,500 and were
              issued and recorded as research and development expense in the
              year ended May 31, 2003.

              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 royalty terms were amended from 2.5% to
              range from 2.5% to 5%, depending on the nature of the related
              revenue.

              In consideration for the amendments, the Company agreed to issue
              200,000 common shares which had a fair value of $74,000 at the
              time of the amendment. This amount was recorded as research and
              development expense during the year ended May 31, 2005. The shares
              were issued in June 2006.

         (b)  On March 15, 2004, the Company entered into a collaborative
              research agreement with UBC to continue with exploratory research
              on coating technology for stents for a period from April 1, 2004
              to March 31, 2006. During the period of the agreement, various
              milestone payments were to be made to UBC for the continuation of
              the research program, estimated to be approximately CAD$220,800
              ($164,445).

              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 were estimated at
              CAD$110,400 ($87,633). As of May 31, 2005, the Company had
              accrued/paid and recorded CAD$110,400 ($87,633) to 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 were amended. The contract period was extended from December
              1, 2004 to November 30, 2006 and total costs to the Company were
              estimated at CAD$400,400 ($317,828), being payable over the term
              of the Agreement at various stipulated intervals. As of May 31,
              2007, the Company has paid CAD$400,400 ($317,828) for research and
              development costs in accordance with Amendment No. 2.

              The Company obtained financial support of up to CAD$315,000
              ($250,040) from the Industrial Research Assistance Program
              ("IRAP") from the National Research Council Canada. As of February
              29, 2008, the Company had received CAD$265,791 ($268,555) from
              IRAP.

         (c)  On September 14, 2007, the Company and UBC executed the new
              license agreement with an effective date of September 1, 2007. The
              form and content will be similar to that of the license agreements
              entered into in February 2003 (See Note 5(a) above). Upon
              execution, the stock certificate for the 100,000 common shares,
              which was issued during the year ended May 31, 2007, was delivered
              to UBC on September 18, 2007.

              In consideration of granting the license, the Company will pay UBC
              a royalty of 2.5% or 5% of related revenue and a royalty ranging
              from 10% or 15% of sublicense revenue depending upon the
              sublicensed technology. In addition, various minimum annual
              royalties, maintenance fees and milestone payments are payable
              over the period of development.


                                       10
<PAGE>

5.       LICENSES (continued)

         (d)  On December 1, 2006, the Company extended its collaborative
              research agreement with UBC to continue with exploratory research
              on coating technology for stents for a period from December 1,
              2006 to November 30, 2007. During the period of the agreement,
              four equal payments will be made to UBC for a total budget
              estimate of CAD$274,896 ($241,264). As of May 31, 2007, the
              Company had paid CAD$137,448 ($120,632) and charged the costs to
              research and development.

              On April 4, 2007, the Company and UBC amended the tasks and
              objectives of the existing collaborative research agreement. On
              August 29, 2007, the total costs of the project was revised to be
              estimated at CAD$190,479 ($167,175) from CAD$274,896 ($241,264).
              The Company paid in full the CAD$190,479 due to UBC for this
              project during the nine months ended February 29, 2008.

         (e)  On February 21, 2008, the Company entered into a new license
              agreement with UBC with an effective date of February 1, 2008. The
              form and content of this agreement is similar to previous license
              agreements (refer to (a) and (c) in this note). Upon execution of
              this license agreement in March 2008, the Company paid an initial
              license fee of CAD$50,000 ($50,560).

              In consideration of granting the license, the Company will pay UBC
              a royalty of 5% of related revenue and a 20% royalty for
              sublicense revenue. In addition, certain milestone payments
              related to future pre-clinical and clinical trials are payable
              over the corresponding periods of development and annual license
              maintenance fees of CAD$30,000 ($29,634) commence on February 1,
              2009. The term of this agreement is the later of: (i) twenty years
              from the effective date, or (ii) the expiry of the last patent
              licensed under this agreement.

6.       PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following at:

                                                     February 29,       May 31,
                                                        2008             2007
                                                     ---------------------------
         Laboratory equipment                        $2,500,369       $1,972,255
         Land                                           260,784           21,483
         Furniture and fixtures                         240,886          107,163
         Computer equipment                             240,392          173,191
         Building                                       163,859           12,450
         Leasehold improvements                          49,158           49,158
         Construction-in-progress                            --           85,282
                                                     ---------------------------
                                                      3,455,448        2,420,982
         Less:  accumulated depreciation              1,452,812        1,167,972
                                                     ---------------------------

                                                     $2,002,636       $1,253,010
                                                     ===========================

         Depreciation expense for the three and nine months ended February 29,
         2008 was $114,625 and $284,838 respectively (2007 - $31,706 and
         $77,222). Of these amounts, $42,739 and $99,893 (2006 - nil) has been
         included in research and development costs in the statements of
         operations for the three and nine months ended February 29, 2008,
         respectively. In addition, $47,347 and $142,961 (2006 - nil) has been
         included in cost of sales for the three and nine months ended February
         29, 2008, respectively.


                                       11
<PAGE>

7.       CE MARK LICENSE

         On February 16, 2007, the Company completed the acquisition of all of
         the issued and outstanding shares of Biosync Scientific Pvt. Ltd.
         ("Biosync"). The Company allocated the purchase price to the assets
         acquired and liabilities assumed based on their fair values. The
         purchase price in excess of the net tangible assets acquired totaling
         $1,421,283 was then allocated to the identified intangible asset being
         the CE Mark license. The fair value of the CE Mark license was based on
         a discounted future net cash flows analysis that used information and
         assumptions provided by the Company's management. The CE Mark license
         is being amortized over a period of 10 years.

         The following is a summary of the amortization of the CE Mark license
         at February 29, 2008:

              CE Mark license                                         $1,421,283
              Less:  accumulated amortization                            148,050
                                                                      ----------

                                                                      $1,273,233
                                                                      ==========

8.       LOAN PAYABLE

         At May 31, 2007, the Company had a loan payable totaling $525,000 which
         bore interest at 12.5% per annum. Of this amount, $400,000 was due on
         June 15, 2007 and $125,000 was due on July 13, 2007.

         On June 27, 2007, the due date of the $400,000 note payable was
         extended to July 31, 2007. An additional 150,000 non-transferable share
         purchase warrants to acquire one common share at an exercise price of
         $0.60 per share for a period of three years were issued to the lender.
         The warrants had an estimated fair value of $16,405 using the
         Black-Scholes option pricing model. The assumptions used in the
         Black-Scholes model were: volatility: 54.24%, discount rate: 4.91%,
         dividend: nil and expected life of one year.

         The Company repaid the two loans in full and accrued interest during
         the quarter ended August 31, 2007.

9.       STOCKHOLDERS' EQUITY

         (a)  Common Stock

              (i)  On June 6, 2007, the Company issued 1,790,000 common shares
                   pursuant to a private placement completed during the previous
                   fiscal year. At May 31, 2007, the shares were recorded as
                   common stock issuable in the statement of stockholder's
                   equity.

              (ii) On July 9, 2007, the Company completed a brokered private
                   placement of 25,100,000 units at a price of $0.50 per unit
                   for total proceeds of $11,696,765 (net of finder's fee of
                   $753,000 and legal fees of $100,235). Each unit is comprised
                   of one common share and one-half of one share purchase
                   warrant. Each warrant entitles the holder to purchase one
                   additional common share at a price of $0.55 per share for a
                   period of up to five years.

                   The warrants had an estimated fair value of $2,034,048 using
                   the Black-Scholes option pricing model. The assumptions used
                   in the Black-Scholes model were: volatility: 54.24%, discount
                   rate: 5.03%, dividend: nil and expected life of one year.

                   In connection with the private placement, the Company issued
                   to the finder 251,000 common shares and 753,000 share
                   purchase warrants. Each warrant entitles the finder to
                   purchase one common share at an exercise price of $0.55 per
                   share for a period of up to five years.

                   The 753,000 warrants had an estimated fair value of $122,043
                   using the Black-Scholes option pricing model. The assumptions
                   used in the Black-Scholes model were: volatility: 54.24%,
                   discount rate: 5.03%, dividend: nil and expected life of one
                   year.


                                       12
<PAGE>

9.       STOCKHOLDERS' EQUITY (continued)

         (a) Common Stock (continued)

                   The Company filed a registration statement with the United
                   States Securities and Exchange Commission to register for
                   resale the shares and shares underlying the warrants issued
                   under the private placement; however, it was not declared
                   effective within four months from the date of the issuance of
                   the units. As a result, the Company was required to pay to
                   the holders of the units an amount in cash, as liquidated
                   damages, of $125,500 which is equal to 1% of the aggregate
                   purchase price paid by such holders for the units. This
                   amount was charged to operations in the current quarter.

              (iii) On August 31, 2007, the Company completed a private
                   placement of 525,000 units at a price of $0.50 per unit for
                   total proceeds of $252,212 (net of finder's fee of $5,385 and
                   legal fees of $4,903). Of this amount, $32,000 was received
                   in May 2007 and recorded as common stock issuable. Each unit
                   is comprised of one common share and one share purchase
                   warrant. Each warrant entitles the holder to purchase one
                   additional common share at a price of $0.75 per share for the
                   475,000 warrants and $0.70 for the 50,000 warrants for a
                   period of up to two years from registration of the underlying
                   warrant shares. The 525,000 common shares were recorded under
                   common stock issuable in the statement of stockholder's
                   equity at August 31, 2007 but were issued during the quarter
                   ended November 30, 2007.

                   The 475,000 warrants had an estimated fair value of $14,055
                   and the 50,000 warrants had an estimated fair value of $1,797
                   using the Black-Scholes option pricing model. The assumptions
                   used in the Black-Scholes model were: volatility: 54.24%,
                   discount rate: 4.19%, dividend: nil and expected life of one
                   year.

              (iv) On August 31, 2007, the Company issued 400,000 share purchase
                   warrants as finder's fee in connection with a private
                   placement completed in December 2006. The warrants had an
                   estimated fair value of $26,070 using the Black-Scholes
                   option pricing model. The assumptions used in the
                   Black-Scholes model were: volatility: 54.24%, discount rate:
                   4.19%, dividend: nil and expected life of one year.

              (v)  During the nine months ended February 29, 2008, 150,000
                   options with an average exercise price of $0.26 were
                   exchanged for 150,000 common shares for total gross proceeds
                   of $38,500. These shares were recorded as common stock
                   issuable as at May 31, 2007. During the nine months ended
                   February 29, 2008, 345,000 stock options have been exercised
                   on a cashless basis, The 345,000 options converted to 165,715
                   common shares.

              (vi) During the nine months ended February 29, 2008, the Company
                   issued an aggregate of 258,142 common shares for research and
                   development services with a fair value of $148,686. Of these
                   shares, 14,755 were recorded as common stock issuable at May
                   31, 2007. In addition, 750,000 common shares were issued to
                   the principal vendor of BioSync in accordance with his
                   executive services agreement (refer to Note 12).

                   In December 2007, the Company issued 100,000 common shares
                   were issued to a former consultant with a fair value of
                   $39,000. In January 2008, 116,345 common shares were granted
                   to two of the Company's senior executives with an aggregate
                   fair value of $44,218.


                                       13
<PAGE>

9.       STOCKHOLDERS' EQUITY (continued)

         (a) Common Stock (continued)

              (vii) In September 2003, the Company placed 6,000,000 common
                   shares to a financial custodian acting as trustee pursuant to
                   a listing of the Company's shares on the Frankfurt Stock
                   Exchange. The Company was then conducting a Regulation S
                   ("Reg S") offering through the facilities of the Berlin Stock
                   Exchange to raise capital in mainly German speaking
                   countries. The trustee was to receive a fee of 3% of the
                   total number of the shares held in trust was paid in equal
                   installments of 30,000 common shares per month over a ten
                   month period, assuming the maximum offering of up to
                   10,000,000 common shares were sold. The shares may only be
                   traded on German stock exchanges pursuant to Reg S. At
                   February 29, 2008, 2,500,000 Reg S shares were held in trust
                   by the financial custodian and remain available for financing
                   purposes. However, the Company's management is discussing the
                   return of these shares with appropriate parties and
                   anticipates that they will be returned to treasury prior to
                   the end of the current fiscal year.

         (b) Warrants

              The following table summarizes information about the warrants
              issued by the Company. All regular warrants and Series A, B and C
              warrants are exercisable on a one-for-one basis into common
              shares.
<TABLE>
<S>     <C>
                                                        Number of    Weighted Average
                                                          Shares       Exercise price
                                                        -----------    --------------
              Balance, May 31, 2007 - Regular            22,354,691    $         0.65
              Balance, May 31, 2007 - Series "A"          1,092,111              0.66
              Balance, May 31, 2007 - Series "B"          3,904,998              0.70
              Balance, May 31, 2007 - Series "C"            119,305              0.66
                                                        -----------    --------------

              Balance, May 31, 2007                      27,471,105              0.65

              Regular:
                    Issued - private placement           13,075,000              0.56
                    Issued - finder's fee                 1,293,000              0.55
                    Issued - loan (Note 8)                  150,000              0.60
                    Expired                                 (71,429)             0.75
                                                        -----------    --------------

              Series "B":
                    Expired                              (3,904,998)             0.70
                                                        -----------    --------------

              Balance, February 29, 2008 - Regular       36,801,262              0.61
              Balance, February 29, 2008 - Series "A"     1,092,111              0.66
              Balance, February 29, 2008 - Series "B"            --                --
              Balance, February 29, 2008 - Series "C"       119,305              0.66
                                                        -----------    --------------

              Balance, February 29, 2008                 38,012,678    $         0.61
                                                        -----------    --------------
</TABLE>

              During the three months ended February 29, 2008, the board of
              directors approved an extension to the expiry date of 910,000
              warrants. The incremental fair value of the extended warrants was
              $21,100 and was charged to operations. The assumptions used in the
              Black-Scholes model were: volatility: 81.78%, discount rate:
              2.84%, dividend: nil and expected life of one year.

              In December 2007, the Company issued 140,000 warrants as a
              finder's fee in connection with previously completed private
              placements. The warrants have an exercise price of $0.55 and
              expire on December 10, 2010. The warrants had an estimated fair
              value of $35,100 using the Black-Scholes option pricing model. The
              assumptions used in the calculation were: volatility: 99.9%,
              discount rate: 3.19%, dividend: nil and expected life of 2 years.


                                       14
<PAGE>

9.       STOCKHOLDERS' EQUITY (continued)

         (c) Stock Options

              The Company's incentive stock options plan provides for the grant
              of incentive stock options for up to 25,000,000 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 ten years from the date of grant. Stock options
              granted generally vest over a period of two years. As of February
              29, 2008, 353,701 options remain available under the plan.

              During the nine months ended February 29, 2008, the Company
              granted an aggregate of 4,391,300 stock options to employees and
              consultants of the Company. Each option entitles its holder to
              acquire one common share of the Company at a prices ranging from
              $0.55 to $0.65 per share, vests over a specified time and expires
              up to two to five years from date of grant.

              During the nine months ended February 29, 2008, the board of
              directors granted options to acquire 8,000,000 common shares under
              an employment agreement with an executive officer of the Company.
              Since the available options covered by the existing stock option
              plan was 353,701, the estimated fair value of this share-based
              award will not be recognized for accounting purposes until a new
              stock option plan is approved by the Company's shareholders. The
              Company's management anticipates such a plan to be established
              prior to the end of the current fiscal year.

              During the nine months ended February 29, 2008, the board of
              directors approved an extension of 150,000 options from expiry
              date of November 30, 2007 to November 30, 2010. As a result of the
              extension, the Company recognized an additional $48,400 of
              consulting fees in the second quarter.

              The following weighted average assumptions were used in
              determining stock-based compensation costs under the Black-Scholes
              option pricing model:

<TABLE>
<S>     <C>
                                                                   Nine months ended          Three months ended
                                                              February 29,  February 28,  February 29,  February 28,
                                                                  2008          2007          2008         2007
                                                              ------------------------------------------------------
              Expected volatility                               112.03%       132.16%        113.03%           Nil
              Risk-free interest rate                             3.17%         5.01%          2.83%           Nil
              Expected life (years)                                4.54           5.0           4.80           Nil
              Dividend yield                                        Nil           Nil            Nil           Nil
              Weighted average fair value of options granted      $0.30         $0.58          $0.29           Nil
                                                              ======================================================
</TABLE>

              The expected volatility is based on the Company's historical stock
              prices. Computation of expected life was estimated after
              considering the contractual terms of the stock-based award,
              vesting schedules and expectations of future employee behavior.
              The interest rate for period within the contractual life of the
              award is based on the U.S. Treasury yield curve in effect at the
              time of grant.

              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 may not necessarily provide reliable
              measure of the fair value of the Company's stock options.

              Compensation cost related to the stock options granted to
              employees during the nine and three months ended February 29, 2008
              was charged to operations at the awards' fair value of $1,468,023
              and $893,920 (2007 - $487,304 and $334,273), respectively.


                                       15
<PAGE>

9.       STOCKHOLDERS' EQUITY (continued)

         (c) Stock Options (continued)

              A summary of the weighted average fair value of stock options
              granted during the nine months ended February 29, 2008 is as
              follows:

<TABLE>
<S>     <C>
                                                                         -----------------------------------
                                                                                      Weighted    Weighted
                                                                          Number of    Average     Average
                                                                           Options   Exer. Price  Fair Value
                                                                         -----------------------------------
              Exercise price equals market price at grant date:             610,000       $0.55       $0.55
              Exercise price less than market price at grant date:                -        $Nil        $Nil
              Exercise price greater than market price at grant date:     3,781,300      $ 0.55      $ 0.37
                                                                         ===================================


              Summary of stock option information for the nine months ended
              February 29, 2008 is as follows:

                                                         -----------------------------------
                                                                      Weighted    Aggregate
                                                                       Average    Intrinsic
                                                           Shares    Exer. Price   Value
                                                         -----------------------------------
              Options outstanding at May 31, 2007        20,039,999   $     0.49
              Options granted                             4,391,300         0.55
              Options exercised (Note 9(a)(v))             (345,000)        0.32
              Options expired                              (980,000)        0.60
                                                         -----------------------------------
              Options outstanding at February 29, 2008   23,106,299   $     0.50  $1,634,500
                                                         ===================================
              Exercisable at February 29, 2008           19,021,189   $     0.48  $1,591,500
                                                         ===================================

              The following summarizes information about the stock options
              outstanding and exercisable at February 29, 2008:

                                Options Outstanding               Options Exercisable
              ------------------------------------------------------------------------
                                           Average     Weighted               Weighted
                 Range of     Number of   Remaining    Average    Number of   Average
                 Exercise     Options     Contractual  Exercise    Options    Exercise
                  Price      Outstanding  Life (year)   Price    Exercisable   price
              ------------------------------------------------------------------------
                  $0.17          700,000     0.68        $0.17       700,000    $0.17
                  $0.20        1,250,000     1.96        $0.20     1,250,000    $0.20
                  $0.21          500,000     0.14        $0.21       500,000    $0.21
                  $0.30        1,620,000     1.49        $0.30     1,620,000    $0.30
                  $0.40        3,815,000     3.21        $0.40     3,815,000    $0.40
                  $0.50          350,000     1.41        $0.50       350,000    $0.50
                  $0.55        5,325,000     4.29        $0.55     3,875,004    $0.55
                  $0.60        7,050,000     5.46        $0.60     5,550,000    $0.60
                  $0.62          300,000     4.24        $0.62       140,000    $0.62
                  $0.64           50,000     3.42        $0.64        50,000    $0.64
                  $0.65        1,656,299     4.25        $0.65       681,185    $0.65
                  $0.67          100,000     3.29        $0.67       100,000    $0.67
                  $0.75          200,000     3.15        $0.75       200,000    $0.75
                  $0.80          140,000     2.79        $0.80       140,000    $0.80
                  $1.10           50,000     2.73        $1.10        50,000    $1.10
              ------------------------------------------------------------------------
              $0.17 - $1.10   23,106,299     3.87        $0.50    19,021,189    $0.48
              ========================================================================

              Stock-based compensation expense is charged to operations over the
              vesting period of the options using the straight-line amortization
              method.
</TABLE>

                                       16
<PAGE>

9.       STOCKHOLDERS' EQUITY (continued)

         (c) Stock Options (continued)

              The aggregate intrinsic value of the Company's stock options is
              calculated as the difference between the exercise price of the
              options and the quoted price of the common shares that were
              in-the-money. The aggregate intrinsic value of the Company's stock
              options exercised under the Plan was $101,050 and $177,490 for the
              nine months ended February 29, 2008 and February 28, 2007,
              respectively, determined at the date of option exercise.

              As at February 29, 2008, there was approximately $292,716 of total
              unrecognized compensation cost related to non-vested share-based
              compensation arrangements granted under the Plan. This cost is
              expected to be recognized over a period of 24 months. The
              estimated fair value of stock options vested during 2008 and 2007
              was $1,196,376 and $1,238,537, respectively.

              During the three months ended February 29, 2008, $404,502 and $Nil
              (2007 - $Nil and 32,379) of stock-based compensation pertains to
              options granted and extended, respectively, to research and
              development personnel.

              During the nine months ended February 29, 2008, $777,788 and $Nil
              (2007 - $183,491 and $57,553) of stock-based compensation pertains
              to options granted and extended, respectively, to research and
              development personnel.

10.      SALE OF SAGAX, INC.

         On November 13, 2007, the Company entered into a definitive share
         purchase agreement to sell all of its issued and outstanding shares of
         SagaX Inc. ("SagaX"), its wholly-owned subsidiary, to Shimoco, LLC
         ("Purchaser"). Dr. Dov Shimon is a director of each of, SagaX and the
         Purchaser, and has been serving as the chief executive officer of SagaX
         since inception and is the owner and manager of the Purchaser. The
         Company sold SagaX due to its inability to meet certain previously
         established performance objectives.

         In exchange for the consideration described below, the Company paid the
         Purchaser $210,000 for working capital purposes in order to meet
         certain of SagaX's previously disclosed and bona fide current
         liabilities; with any said working capital advances to simply form part
         of the overall SagaX's indebtedness to the Company. Total consideration
         due to the Company is as follows:

         i.)  the repayment by the Purchaser and SagaX an aggregate of $4
              million in prior loans and associated indebtedness which have been
              advanced and undertaken by the Company in and to SagaX ("SagaX's
              Indebtedness") in accordance with any future private or public
              equity financing of SagaX subsequent to the closing of the
              purchase agreement (the "Closing"). In this regard, and until
              payment in full of SagaX's Indebtedness, SagaX's Indebtedness will
              be secured, contemporaneously with the closing, by way of a
              senior, subordinated (subordinated only to SagaX's existing
              banking indebtedness), fixed and floating charge registered over
              all of the assets of SagaX; and

         ii.) the payment by the Purchaser and SagaX to the Company of a
              royalty fee equating to 8% of net sales, other than from
              sub-licenses, in respect of gross sales from any product
              associated or related to SagaX's present intellectual property
              under any existing patent or patent-pending applications, and of
              any other benefit, directly or indirectly collected or received,
              whether for cash or credit or by way of any benefit, advantage,
              equity, or concession from the manufacturing, distribution,
              marketing, contracting, joint venturing, leasing, equity
              participation or any other activity in relation to the said
              products.

         In addition to the consideration above, both prior to, in conjunction
         with and subsequent to the Closing, the Purchaser and SagaX will also
         be responsible for paying the Company a bonus (the "Bonus") equal to
         10% of any consideration in any form which is received by the Purchaser
         and/or SagaX any source and from any transaction, or a series of
         related transactions, at anytime and which is in anyway associated with
         a change in control of SagaX at anytime while the royalty hereinabove
         remains due and payable by the Purchaser and SagaX to the Company.


                                       17
<PAGE>

10.      SALE OF SAGAX, INC. (continued)

         Effective on the execution date of the purchase agreement, Dr. Shimon
         resigned as a director of the Company and terminated his existing
         consulting agreement and arrangement with the Company and, consequent
         upon such resignation and termination, to have no further claim against
         the Company as a previous director of, officer of or consultant to the
         Company.

         The completion of the transactions comprising the Company's proposed
         purchase and sale under this agreement is subject to a number of
         conditions including, but not limited to: (i) if required, the specific
         ratification of the terms and conditions of this agreement by each of
         the Company's Board of Directors and of the General Shareholder's
         Assembly of the Purchaser (collectively, the "Ratification"); (ii) the
         completion by each of the Company and the Purchaser of an initial due
         diligence and operations review of the other party's respective
         businesses and operations within five business days of the prior
         satisfaction of the Ratification; (iii) if required under applicable
         corporate and securities laws, the receipt of all necessary approvals
         from any regulatory authority having jurisdiction over the transactions
         contemplated by this agreement on or before November 30, 2007; and (iv)
         the Closing of the proposed sale prior to December 31, 2007.

         On December 28, 2007, the Company and the Purchaser completed the
         Closing of the transactions contemplated by the purchase agreement and
         the Company paid the remaining $95,000 balance due, which is part of
         the $210,000 payment, to the Purchaser.

         The Company has reflected SagaX's results of operations for all periods
         presented in the consolidated statements of operations and cash flows
         as discontinued operations. Upon Closing, the carrying value of SagaX's
         assets and liabilities were as follows:

         Assets
           Cash                                                       $  48,802
           Prepaid expenses                                              48,868
                                                                      ---------
           Total current assets                                          97,670
           Property and equipment, net                                   51,760
                                                                      ---------
           Total assets                                               $ 149,430
                                                                      =========

         Liabilities
           Accounts payable and accrued liabilities                   $ 312,962
                                                                      =========

         Total liabilities in excess of total assets                  $ 163,532
         Less: final payment to Purchaser                               (95,000)
                                                                      ---------
         Gain on disposal of SagaX                                    $  68,532
                                                                      =========

         As a result of the assets transferred to and liabilities assumed by the
         Purchaser, we recognized a gain of the disposal of SagaX of $68,532.
         The income tax effect of this transaction was nominal and no provision
         has been recorded.

         A full valuation allowance has been provided on the $4 million payment
         due from the Purchaser as the repayment is solely dependent on future
         successful operations of the business of SagaX. No royalty fee income
         has been accrued because the Purchaser has not demonstrated that any
         such product sales can be achieved in the immediate future. Further, no
         accrual for a bonus receivable has been recorded because there was not
         sufficient information available to determine such an amount and the
         realization of the bonus is not probable.


                                       18
<PAGE>

11.      TERMINATION OF THE PROPOSED ACQUISITION OF VASCORE MEDICAL (SUZHOU)
         CO., LTD.

         In light of the Company's inability to complete its final due diligence
         and satisfy all remaining conditions precedent to the proposed closing
         of the terms and conditions of that previously disclosed equity
         transfer agreement, dated for reference effective on September 5, 2006,
         as previously entered into among the Company, each of Chimex Hongkong
         Incorporated Limited and Vascore Scientific Co., Ltd. (collectively,
         the "Vendors") and Vascore Medical (Suzhou) Co., Ltd. ("Vascore
         Medical"), the Company terminated the Equity Transfer Agreement to
         acquire the various equity interests and shareholders' loans of Vascore
         Medical from the Vendors effective as at August 31, 2007 (the
         "Termination"). As a consequence, the Company has informed each of the
         Vendors and Vascore Medical of the Termination and thereby requested
         that any previous government approved ownership and Board appointments
         to Vascore Medical be immediately reverted to the direction of the
         Vendors.

         In October 2007, the Company and certain senior officers and directors
         were served with summons and complaint documents for an action in New
         York state court alleging breach of contract, fraud, fraudulent
         concealment, negligent misrepresentation, unjust enrichment and
         conspiracy claims in connection with the Termination. The Company
         believes that this Action was brought improperly and intends to seek a
         stay of this Action pending arbitration in the appropriate forum, where
         the Company intends to vigorously defend itself.

12.      RELATED PARTY TRANSACTIONS

         The related party transactions not disclosed elsewhere in these
         financial statements are disclosed as follows. These transactions,
         recorded at exchange amounts agreed to by all parties.

         During the nine months ended February 29, 2008, the Company paid or
         accrued $1,554,419 (2007 - $793,419) of management and consulting fees
         to four directors and two officers (2007 - 2 officer) of the Company.
         Of this amount, $242,686 (2007 - $110,025) was charged to research and
         development. Included in accounts payable is $nil at February 29, 2008
         (2007 - $Nil).

         During the three months ended February 29, 2008, the Company paid or
         accrued $460,572 (2007 - $360,423) of management and consulting fees to
         four directors and two officers (2007 - 2 officer) of the Company. Of
         this amount, $121,704 (2007 - $68,387) was charged to research and
         development.

         Included in the amount of $1,554,419 is the accrued amount of $601,251
         due to the Chief Operating Officer and President of Biosync which will
         be issued in common stock on time periods stipulated in the agreement
         as follows:

              The Company and Biosync entered into an executive services
              agreement with the principal vendor, being Mr. Rajesh Vaishnav,
              on February 16, 2007. Mr. Vaishnav will assume the position of
              Chief Operating Officer and President of Biosync under such
              commercially competitive compensation terms which will include,
              but not limited to, (i) a monthly fee of $12,000 plus monthly
              allowance of $500, (ii) stock options of up to 1,000,000 common
              shares at an exercise price of $0.60 for a period of not less
              than ten years from the date of grant and, (iii) an aggregate of
              up to 4,000,000 common shares with an issuance price of $0.50. Of
              the 4,000,000 common shares, 2,500,000 will be based on the
              achievement of certain milestones as outlined in the agreement,
              of which 750,000 common shares were issued upon receiving the CE
              Mark License and the other 1,500,000 common shares to be given in
              four equal installments over the two-year term of the agreement.
              Installments of 375,000 common shares were issued on September
              28, 2007 and February 19, 2008. The fair value of the options and
              common shares are treated as stock-based compensation expenses
              and amortized over the service period.

         At February 29, 2008, amounts due from the employees of a subsidiary of
         the Company totaled $11,306 (May 31, 2007 - $34,775). These amounts are
         unsecured, non-interest bearing and will be repaid by periodic
         deduction of future wages.


                                       19
<PAGE>

12.      RELATED PARTY TRANSACTIONS (continued)

         On August 31, 2007, the $100,000 related party loan due to the
         Company's Chief Executive Officer was fully repaid.

13.      COMMITMENTS AND CONTINGENCIES

         (a)  The Company has obligations under a long-term premises lease that
              expire in December 2010. The approximate aggregate minimum rent
              payments for the annual periods ending February 28 are as follows:

                2009                                           $       115,709
                2010                                                   115,709
                2011                                                    96,424
                                                               ---------------
                                                               $       327,842
                                                               ===============

              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 total free
              rent of $40,404. This amount was recorded under deferred lease
              inducement with a current portion of $8,081 (May 31, 2007 -
              $8,081) and long-term portion of $13,468 (May 31, 2007 - $19,529)
              and is being amortized over the term of the lease. During the nine
              months ended February 29, 2008 and February 28, 2007, amortization
              of $6,061 was recorded as a reduction of rent expense in the
              statement of operations. Rent expense for the nine and three
              months ended February 29, 2008 was $139,680 and $46,990,
              respectively (2007 - $117,271 and $31,180). Of these amounts,
              $69,308 and $14,576 was charged to research and development for
              the nine and three months ended February 29, 2008, respectively.

         (b)  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 common shares of the Company for
              3,192,399 shares in the capital of one of the Company's
              subsidiaries or, alternatively, damages and costs.

              The Company and M-I Vascular Innovations, Inc. ("M-I") attended a
              court hearing in chambers during April 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 M-I 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 its common
              shares of M-I 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 its M-I share certificates and fill in the required forms
              pursuant to the Circular, so that the Company could comply with
              the judgment and exchange its shares in accordance with British
              Columbia securities laws and regulations.

              On December 29, 2004, the Company issued 3,192,399 common shares
              to exchange for 3,192,399 common shares of M-I 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. On May 26,
              2005, the Company issued 17,000 common shares to exchange for
              17,000 common shares of M-I on a one-for-one basis.

              In a counterclaim filed in the Supreme Court of British Columbia,
              the Company continues to dispute the plaintiff's entitlement to
              the 3,192,399 M-I shares and any Company shares that he may
              received pursuant to court order.

              No gain or loss provisions have been provided as of February 29,
              2008 as the outcome of this legal proceeding is uncertain at this
              time.


                                       20
<PAGE>

14.      GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses consisted of the following:

<TABLE>
<S>     <C>
                                                Nine months ended            Three months ended
                                           February 29,   February 28,   February 28,   February 29,
                                               2008           2007          2008           2007
                                           ---------------------------------------------------------
                                                         (as restated)                 (as restated)
         Legal                             $    451,585   $    384,929   $    162,297   $    139,930
         Public relations, financing and
          corporate development                 550,137        808,167        168,924        344,930
         Management fees                      2,122,893      1,054,757        821,087        363,384
         Consulting                             354,598        310,241         55,647        237,558
         Audit                                  479,773        137,853         71,273         16,954
         Operating expenses                   1,412,363        967,333        426,427        324,179
                                           ---------------------------------------------------------

                                           $  5,371,349   $  3,663,280   $  1,705,655   $  1,426,935
                                           =========================================================

         During the nine months ended February 29, 2008, general and
         administrative expenses include $17,135 (2007 - $124,151) and $221,298
         (2007 - $51,974) of amortized deferred compensation in public relations
         and consulting, respectively. $751,553 and $48,400 (2007 - $495,284 and
         $142,255) of stock-based compensation pertains to options granted and
         extended, respectively, to administrative personnel.

         During the three months ended February 29, 2008, general and
         administrative expenses include $6,520 (2006 - Nil) and $52,369 (2007 -
         39,819) of amortized deferred compensation in public relations and
         consulting, respectively. $524,956 and $nil (2007 - $147,949 and Nil)
         of stock-based compensation pertains to options granted and extended,
         respectively, to administrative personnel.

15.      SUPPLEMENTAL CASH FLOW INFORMATION

                                                              ------------------------------------------
                                                               Period from
                                                                 inception
                                                              (January 20,        Nine months ended
                                                                  1999) to   February 29,   February 28,
                                                              February 29,   ---------------------------
                                                                      2008       2008           2007
                                                              ------------------------------------------
         SUPPLEMENTAL CASH FLOW INFORMATION:
           Interest paid in cash                              $     59,740   $      7,401   $     11,041
                                                              ==========================================

         SUPPLEMENTAL NON-CASH TRANSACTIONS:
           Debt settlement with shares                        $    621,375   $         --   $         --
           Conversion of convertible debentures and accrued
              interest to common shares                            740,810             --             --
           Shares issued for finders' fees                         387,468        150,600             --
                                                              ==========================================



                                       21
<PAGE>

16.      SEGMENTED INFORMATION

         The Company operates in one segment which comprises the research,
         manufacture and development of bio-compatible stent coatings for
         implantable medical devices and drug-delivery technologies.

         The following is a summary of the Company's geographical information as
         of February 29, 2008 and for the periods ended February 29, 2008 and
         February 28, 2007:

                                                                      Discontinued
                                          Canada          India        Operations         Total
NINE MONTHS ENDED FEBRUARY 29, 2008
Net revenue                            $         --   $    854,168    $         --    $    854,168
Gross profit                                     --       (113,948)             --        (113,948)
Depreciation and amortization               109,580        283,557           7,747         400,884
Net loss                                  8,660,928        892,210         532,423      10,085,561

THREE MONTHS ENDED FEBRUARY 29, 2008
Net revenue                                      --        302,527              --         302,527
Gross profit                                     --       (172,525)             --        (172,525)
Depreciation and amortization                39,811        102,596         142,407
Net loss (income)                         3,210,986        384,535         (68,532)      3,526,989

AS OF FEBRUARY 29, 2008
Total assets                              4,050,032      3,772,203              --       7,822,235
Additions to property and equipment         505,265        625,412             937       1,131,614
CE Mark license                                  --      1,273,233              --       1,273,233

NINE MONTHS ENDED FEBRUARY 28, 2007
Net revenue                                      --          1,461              --           1,461
Gross profit                                     --            815              --             815
Depreciation and amortization                72,486          9,308           8,772          90,566
Net loss                                  5,738,464         87,089         702,725       6,528,278

THREE MONTHS ENDED FEBRUARY 28, 2007
Net revenue                                      --          1,461              --           1,461
Gross profit                                     --            815              --             815
Depreciation and amortization                26,970          9,308           3,287          39,565
Net loss                                  2,014,044         87,089         282,158       2,383,291
</TABLE>


                                       22
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Such "forward-looking" information is included
in this Form 10-Q, including the MD&A section, and in other materials filed or
to be filed by the Company with the Securities and Exchange Commission (as well
as information included in oral statements or other written statements made or
to be made by the Company).

Forward-looking statements include all statements based on future expectations
and specifically include, among other things, all statements relating to our
expectations and beliefs with respect to the uses and adequacy of our capital
resources. Any statements that are not based upon historical facts, including
the outcome of events that have not yet occurred and our expectations for future
performance, are forward-looking statements. The words "potential," "believe,"
"estimate," "expect," "intend," "may," "could," "will," "plan," "anticipate,"
and similar words and expressions are intended to identify forward-looking
statements. Such statements are based upon the current beliefs and expectations
of our management. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, among others, our ability to successfully implement our
corporate strategy and successfully integrate our newly-acquired subsidiary in
India and the accuracy of management's beliefs with respect to the uses and
adequacy of our capital resources.

The forward-looking statements included in this Quarterly Report on Form 10-Q
are made only as of the date of this Quarterly Report. We expressly disclaim any
intent or obligation to update any forward-looking statements to reflect
subsequent events or circumstances.

OVERVIEW

The following discusses the Company's financial condition and results of
operations for the three and nine months ended February 29, 2008 based upon the
Company's unaudited interim consolidated financial statements, included in Item
1 of Part 1 of this Quarterly Report, which have been prepared in accordance
with United States generally accepted accounting principles. It should be read
in conjunction with the Company's audited consolidated financial statements and
the notes thereto and other financial information included in the Company's Form
10-K (as amended) for the fiscal year ended May 31, 2007.

MIV Therapeutics Inc. (the "Company", "MIVT", "we", "us", or "our") is a
research and development company pursuing the commercialization of the next
generation of biocompatible coatings for coronary stents and other medical
devices and advanced drug delivery systems with the intent of providing healing
solutions for cardiovascular disease and other medical conditions. Pursuant to a
license agreement from the University of British Columbia (UBC), we have
developed unique coating technologies that utilize Hydroxyapatite (HAp) for
application on medical devices and drug delivery systems. Simultaneously,
alternative polymer-free coatings and advanced polymeric coatings with enhanced
biocompatibility and bioavailability were developed by MIVT's R&D team at its
wholly-owned subsidiary, MIVI Technologies Inc. MIVT proprietary coating and
drug delivery technologies are protected by 50 patents and patent applications
worldwide at the time of preparing this document.

On February 16, 2007, we completed the acquisition of all of the issued and
outstanding shares of BioSync Scientific Pvt. Ltd. ("BioSync Scientific"), a
corporate body subsisting under and registered pursuant to the laws of India and
is presently engaged, among other things, in the business of designing,
manufacturing and marketing coated and non-coated vascular stents and related
accessories. Accordingly, the financial information presented below may not be
comparable from period to period.

                                       23
<PAGE>

Recent Developments

On November 13, 2007, the Company entered into a definitive share purchase
agreement to sell all of its issued and outstanding shares of SagaX Inc.
("SagaX"), its wholly-owned subsidiary, to Shimoco, LLC ("Purchaser"). Dr. Dov
Shimon, a former director of the Company, is a director of each of, SagaX and
the Purchaser, founded and has been serving as the chief executive officer of
SagaX since inception and is the owner and manager of the Purchaser. The Company
sold SagaX due to the inability of SagaX to meet certain previously established
performance objectives.

In exchange for the consideration described below, the Company paid the
Purchaser $210,000 for working capital in order to meet certain of SagaX's
previously disclosed and bona fide current liabilities; with any said working
capital advances to simply form part of the overall SagaX's indebtedness to the
Company. Total consideration to be paid to the Company is as follows:

   i)  the repayment by the Purchaser and SagaX an aggregate of $4 million in
       prior loans and associated indebtedness which have been advanced and
       undertaken by the Company in and to SagaX ("SagaX's Indebtedness") in
       accordance with any future private or public equity financing of SagaX
       completed subsequent to the closing of the purchase agreement (the
       "Closing"). In this regard, and until payment in full of SagaX's
       Indebtedness, SagaX's Indebtedness will be secured by way of a senior,
       subordinated (subordinated only to SagaX's existing banking
       indebtedness), fixed and floating charge registered over all of the
       assets of SagaX; and

   ii) the payment by the Purchaser and SagaX to the Company of a royalty fee
       equating to 8% of net sales, other than from sub-licenses, in respect of
       gross sales from any product associated or related to SagaX's present
       intellectual property under any existing patent or patent-pending
       applications, and of any other benefit, directly or indirectly collected
       or received, whether for cash or credit or by way of any benefit,
       advantage, equity, or concession from the manufacturing, distribution,
       marketing, contracting, joint venturing, leasing, equity participation or
       any other activity in relation to the said products.

In addition to the consideration above, both prior to, in conjunction with and
subsequent to the Closing, the Purchaser and SagaX will also be responsible for
paying the Company a bonus (the "Bonus") equal to 10% of any consideration in
any form which is received by the Purchaser and/or SagaX from any source and
from any transaction, or a series of related transactions, at anytime and which
is in anyway associated with a change in control of SagaX at anytime while the
royalty hereinabove remains due and payable by the Purchaser and SagaX to the
Company.

Effective on the execution date of the purchase agreement, Dr. Shimon resigned
as a director of the Company and terminated his existing consulting agreement
and arrangement with the Company and, consequent upon such resignation and
termination, has no further claim against the Company as a previous director of,
officer of or consultant to the Company.

On December 28, 2007, the Company and the Purchaser completed the Closing of the
transactions contemplated by the purchase agreement and the Company paid the
$95,000 balance due, which was part of the $210,000 payment, to the Purchaser.

The Company accounted for the sale of SagaX as a divestiture in the current
quarter. The $68,532 gain on the sale of SagaX was a result of the carrying
values of its liabilities exceeding its assets. A full valuation allowance has
been provided on the $4 million payment due from the Purchaser as the repayment
is solely dependent on future successful operations of the business of SagaX. No
royalty fee income has been accrued because the Purchaser has not demonstrated
that any such product sales can be achieved in the immediate future. Further, no
accrual for a bonus receivable has been recorded because there was not
sufficient information available to determine such an amount and the realization
of the bonus is not probable.


                                       24
<PAGE>

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

NINE MONTHS ENDED FEBRUARY 29, 2008 COMPARED TO FEBRUARY 28, 2007

Revenues. Revenues from the sale of stents were $854,168 during the nine months
ended February 29, 2008. Sales were attributed to stents sold by Biosync
Scientific in India, which we acquired during the third quarter of fiscal 2007.
Cost of sales during nine months ended February 29, 2008 were $968,116 resulting
in a gross loss of $113,948. The gross loss includes depreciation expense of
approximately $143,000 in cost of sales. Revenues for the corresponding period
in 2007 were $1,461 which resulted in a gross profit of $815. The comparative
period in 2007 only reflected the revenues of Biosync Scientific from February
16 through February 28, 2007. We expect that revenues will continue to grow
throughout the remainder of the fiscal year as a distribution network has
recently been established.

General and Administrative Expenses

General and administrative expenses increased to $5,371,349 during the nine
months ended February 29, 2008, from $3,663,280 during the nine months ended
February 28, 2007. The majority of the overall increase is attributable to an
increase in management fees due primarily to the recognition of share-based and
also to cash compensation to Biosync Scientific. Consulting fees increased
during the nine months ended February 29, 2008 compared to the same period in
2007 as a result of a new investor relations consulting agreement. Audit and
legal fees increased in the current period due to the Company's expanded
operations in India, completion of share registration statements and other
regulatory filings, and accounting work related to the acquisition of Biosync
Scientific. Operating expenses increased significantly in the current period
primarily due to the increased activity related to our ongoing clinical trial
and preparation for further trials which we anticipate will begin before the end
of the current fiscal year. These increases were partially offset by a
significant drop in public relations, financing and corporate development costs
in the current nine month period. This was a result of the expiry of contracts
and certain share-based awards being fully amortized in the first quarter of
fiscal 2008.

The following table compares the general and administrative expenses for the
nine months ended February 29, 2008 and February 28, 2007:

--------------------------------------------------------------------------------
                                 2008         2007       $Increase/  %Increase/
                                                         (Decrease)  (Decrease)
--------------------------------------------------------------------------------
Legal                         $  451,585  $  384,929    $   66,656       17%
--------------------------------------------------------------------------------
Public relations, financing
and corporate development        550,137     808,167     (258,030)     (32)%
--------------------------------------------------------------------------------
Management fees                2,122,893   1,054,757     1,068,136      101%
--------------------------------------------------------------------------------
Consulting                       354,598     310,241        44,357       14%
--------------------------------------------------------------------------------
Audit                            479,773     137,853       341,920      248%
--------------------------------------------------------------------------------
Operating expenses             1,412,363     967,333       445,030       46%
--------------------------------------------------------------------------------
Total                         $5,371,349  $3,663,280    $1,708,069       38%
--------------------------------------------------------------------------------

Research and Development Expenses

Research and development costs increased during the nine months ended February
29, 2008 to $4,112,492 from $2,103,463 for the nine months ended February 28,
2007.

The increase in the current period resulted primarily from the ongoing clinical
trial that began in late fiscal 2007, the addition of new R&D employees,
increased payments to purchase materials, more significant legal fees incurred
in order to secure patents and technology protection, and more share-based
incentives granted to R&D personnel. We expect research and development costs to
increase in the remaining three months of the fiscal year as the more
comprehensive second phase of the clinical trial is scheduled to begin.


                                       25
<PAGE>

Interest Expense and Finance Fees

Interest expense and finance fees increased $185,200 to $196,495 during the nine
months ended February 29, 2008 from $11,295 during the same period in 2007. The
increase primarily resulted from a $125,500 charge from share registration costs
associated with the private placement that occurred in July 2007 and the fair
values of: (i) warrants granted to extend the due date of a note payable and
(ii) the extended expiry of certain warrants. We do not expect to incur such
expenses during the remainder of fiscal 2008.

Depreciation and Amortization Expense

Depreciation and amortization expense increased to $400,884 during the nine
months ended February 29, 2008 compared to $81,794 for the nine months ended
February 28, 2007. Approximately $143,000 of depreciation expense has been
allocated to cost of sales during the current nine month period. The overall
increase in depreciation and amortization expense is due to amortization of
$116,046 related to the CE Mark license acquired during the third quarter of
fiscal 2007 and significant additions to laboratory equipment, building and
other property and equipment acquired during the second half of fiscal 2007 and
the current year.

Discontinued Operations

During the nine months ended February 29, 2008, the Company entered into a share
purchase agreement to sell the Company's wholly-owned subsidiary SagaX, Inc.
("SagaX"). Accordingly, SagaX's results of operations have been reflected as
discontinued operations. SagaX incurred expenses of $600,955 during the nine
months ended February 29, 2008 compared to $702,725 during the nine months ended
February 28, 2007. There were no revenues generated by SagaX during the nine
month periods in 2008 or 2007. The decrease of $101,770 reflects only the
expenses incurred by SagaX for the first half of the current fiscal year as the
effective date of the transaction was November 30, 2007. The $68,532 gain from
disposal of SagaX is a result of the carrying values of its liabilities
exceeding those of its assets at the closing of the transaction.

Loss from Continuing Operations

The Company incurred a loss from continuing operations of $9,553,138 for the
nine months ended February 29, 2008 compared to $5,825,553 for the corresponding
period in 2007. The increase in loss from continuing operations of approximately
$3.7 million during 2008 is primarily a result of the elevated research and
development activities and the related administrative costs compared to 2007,
including the ongoing clinical trial, and higher legal, travel and other
operating costs associated with the increased level of research. In addition,
share-based compensation increased by approximately $800,000 during 2008 which
reflects our efforts to retain key personnel while conserving cash for ongoing
trials. We believe this level of activity will increase during the remainder of
the current fiscal year as the completion of the first phase of the clinical
trial nears and the preparation for subsequent clinical trials begins.

THREE MONTHS ENDED FEBRUARY 29, 2008 COMPARED TO FEBRUARY 28, 2007

Revenues. During the three months ended February 29, 2008, revenues from the
sale of stents were $302,527 compared to $1,461for the same quarter of the prior
year. Cost of goods sold during the quarter ended February 29, 2008 were
$475,052 resulting in a gross loss of $172,525. The comparative period in 2007
only reflected the revenues of Biosync Scientific from February 16 through
February 28, 2007. We expect that revenues will continue to grow in the
subsequent quarter in fiscal 2008 as a distribution network has recently been
established.

General and Administrative Expenses

General and administrative expenses increased to $1,705,655 during the quarter
ended February 29, 2008, from $1,426,935 during the quarter ended February 28,
2007. The majority of the overall increase is attributable to an increase in
management fees due to the recognition of share-based and cash compensation to
Biosync Scientific. Consulting fees increased in the current quarter compared to


                                       26
<PAGE>

corresponding period in 2007 as a result of the recognition of deferred fees
associated with new and existing consulting agreements. Audit and legal fees
increased in the current quarter due to the share registration statement and
other regulatory filings. Operating expenses increased in the current quarter
primarily due to the increased activity related to our ongoing clinical trial
and preparation for further trials which we anticipate will begin before the end
of the current fiscal year. These increases were partially offset by a
significant drop in consulting fees and public relations, financing and
corporate development costs in the current quarter. This was a result of the
expiry of contracts and certain share-based awards being fully amortized in the
first quarter of fiscal 2008.

The following table compares the general and administrative expenses for the
quarters ended February 29, 2008 and February 28, 2007:

--------------------------------------------------------------------------------
                                   2008          2007     $Increase/  %Increase/
                                                          (Decrease)  (Decrease)
--------------------------------------------------------------------------------
Legal                           $  162,297   $  139,930  $   22,367       16%
--------------------------------------------------------------------------------
Public relations, financing
and corporate development          168,924      344,930   (176,006)     (51)%
--------------------------------------------------------------------------------
Management fees                    821,087      363,384     457,703      126%
--------------------------------------------------------------------------------
Consulting                          55,647      237,558   (181,911)     (77)%
--------------------------------------------------------------------------------
Audit                               71,273       16,954      54,319      320%
--------------------------------------------------------------------------------
Operating expenses                 426,427      324,179     102,248       32%
--------------------------------------------------------------------------------
Total                           $1,705,655   $1,426,935  $  278,720       20%
--------------------------------------------------------------------------------

Research and Development Expenses

Research and development costs increased during the quarter ended February 29,
2008 to $1,762,046 compared to $679,869 for the quarter ended February 28, 2007.
The increase in the current quarter resulted primarily from the ongoing clinical
trial, increased payments to purchase materials, more significant legal fees
incurred in order to secure patents and technology protection, and more
share-based incentives granted to R&D personnel. We expect research and
development costs to increase in the subsequent quarter of fiscal 2008 because
we expect the ongoing clinical trial to be complete and subsequent clinical
trials to begin.

Interest Expense and Finance Fees

Interest expense and finance fees increased $12,596 to $21,832 during the
quarter ended February 29, 2008 from $9,236 during the same period in 2007. We
do not expect to incur significant interest expenses in the fourth quarter of
fiscal 2008.

Depreciation and Amortization Expense

Depreciation and amortization expenses increased to $150,157 during the quarter
ended February 29, 2008 compared to $36,278 for same period in 2007.
Approximately $47,000 of depreciation expense has been allocated to cost of
sales during the current quarter. The overall increase in the current quarter is
due to amortization of $35,532 related to the CE Mark license acquired during
the third quarter of fiscal 2007 and significant additions to laboratory
equipment, building and other property and equipment acquired during the second
half of fiscal 2007 and during the current year.


                                       27
<PAGE>

Discontinued Operations

During the previous quarter, the Company entered into a share purchase agreement
to sell the Company's wholly-owned subsidiary SagaX, Inc. ("SagaX").
Accordingly, SagaX's results of operations have been reflected as discontinued
operations. Because the agreement was effective at November 30, 2007, there were
no expenses of SagaX reflected in the three months ended February 29, 2008.
There were no revenues generated by SagaX during the three month ended February
29, 2008 or February 28, 2007. The $68,532 gain from disposal of SagaX is a
result of the carrying values of its liabilities exceeding those of its assets
at the closing of the transaction.

Loss from Continuing Operations

The Company incurred a loss from continuing operations of $3,595,521 for the
three months ended February 29, 2008 compared to a loss of $2,101,133 for the
corresponding period in 2007. The increase in loss from continuing operations of
approximately $1.5 million is primarily a result of the elevated research and
development activities and the related administrative costs compared to the same
period in 2007, including the ongoing clinical trial, and higher legal, travel
and other operating costs associated with the increased level of research. In
addition, stock-based compensation increased significantly during 2008 which
reflects our efforts to retain key personnel while conserving cash for ongoing
trials. We believe this level of activity will increase during the remainder of
the current fiscal year as the completion of the first phase of the clinical
trial nears and the preparation for the subsequent clinical trial begins.

Liquidity and Capital Resources

Since inception, we have incurred significant losses from operations and have
financed our operations primarily from proceeds from private financings, the
exercise of options and warrants, and interest income. At February 29, 2008, we
had cash and cash equivalents of $3,314,934 and working capital of $3,428,694.
We completed two private placements during the quarter ended August 31, 2007
which raised net proceeds of approximately $11.9 million. We will continue to
use the proceeds from these private placements for clinical trials and working
capital to continue the expansion of our Biosync Scientific operations and
sustain our ongoing clinical trials and research through the end of the current
fiscal year.

Net cash used in operations from continuing operations during the nine months
ended February 29, 2008 was approximately $6.8 million which is a direct result
of establishing and expanding operations in India, conducting the first clinical
trial and the preparation required for subsequent clinical trials as well as
continuing to fund our research program. Our management expects that our ongoing
clinical trial and subsequent trials, along with the expansion of our India
operations and our other research activities, will lead to further operating
losses during the remainder of fiscal 2008.

Net cash provided by financing activities during the nine months ended February
29, 2008 was approximately $11.3 million and was a direct result of the
completion of two private placements during the quarter ended August 31, 2007
and was partially offset by the repayment of loans payable.

Net cash used in investing activities during the nine months ended February 29,
2008 was approximately $1.1 million and was a result of further capital
investments in property and equipment necessary to increase capacity at our
facility in India and support our research activities. We anticipate that
further investments in laboratory equipment, land and other property and
equipment will be needed to further develop our manufacturing capabilities in
India and to conduct future research activities throughout the remainder of
fiscal 2008 and fiscal 2009.

We expect to continue to use substantial resources and available cash to fund
operating and investing activities. Our management anticipates that the existing
cash balance will not be sufficient to meet the Company's working capital
requirements for next twelve months and we will have to consider raising further
funds through private placements or other equity transactions. However, there
can be no assurance that additional financing will be available when required,
or, if available, that such financing can be obtained on terms satisfactory to
the Company.


Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as that term is used in Item
303(a)(4) of Regulation S-K.


                                       28
<PAGE>

Contractual Obligations

Our contractual obligations are presented in Management's Discussion and
Analysis in our Annual Report on Form 10-K (as amended) for the year ended May
31, 2007. The total obligations have not materially changed during the nine
months ended February 29, 2008, except for the balance sheet changes in accounts
payable and accrued liabilities and the repayment of two loan payables which
totaled $625,000.

Accounting Policy Change and New Accounting Pronouncements

In July 2006, FASB issued Interpretation No. 48 "Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with SFAS
Statement No. 109, "Accounting for Income Taxes". This Interpretation prescribes
a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. This Interpretation also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. This Interpretation became effective for our fiscal
year beginning June 1, 2007.

The Company is subject to taxation in the U.S. and various states and foreign
jurisdictions. In addition to U.S., the Company's major taxing jurisdictions
include Canada and India and, formerly, Israel. Income tax returns filed by the
Company and its active subsidiaries that are still subject to examination are
MIVI Technologies, Inc. for May 31, 2007 and subsequent years, and Biosync
Scientific Pvt. Ltd. for March 31, 2007 and subsequent years. Income tax returns
not yet filed by MIV Therapeutics Inc. for the fiscal year ended May 31, 1999,
and subsequent years will be subject to examination. Interest and penalties
related to tax positions taken in tax returns shall be recorded in the unaudited
interim consolidated statement of operations; however, there were no interest
and penalties related to tax positions taken in our tax returns during the first
three quarters of fiscal 2008.

The Company adopted the provisions of FASB Interpretation No. 48 on June 1,
2007. The adoption of FIN 48 did not result in a cumulative adjustment to equity
and there were no unrecognized tax benefits, penalties or interest at the time
of, or subsequent to, adoption.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51". This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest (minority interest) in a subsidiary and for the
deconsolidation of a subsidiary. Upon its adoption, effective as of the
beginning of the Company's fiscal 2010, noncontrolling interests will be
classified as equity in the Company's balance sheet and income and comprehensive
income attributed to the noncontrolling interest will be included in the
Company's income and comprehensive income. The provisions of this standard must
be applied prospectively upon adoption except for the presentation and
disclosure requirements. Management is currently evaluating the impact of
adopting SFAS No. 160 on the Company's consolidated financial position and
results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) establishes principles and
requirements for how an acquirer in a business combination recognizes and
measures the assets acquired, liabilities assumed, and any noncontrolling
interest in the acquiree. The provisions of SFAS No. 141(R) will become
effective for the Company's business combinations occurring on or after June 1,
2009.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 permits
entities to choose to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected will be reported in earnings. SFAS 159 is effective for fiscal
years beginning after November 15, 2007. The Company currently is assessing the
impact of SFAS 159 on its' consolidated financial position or results of
operation.

In February 2008, the FASB released FSP No. FAS 157-2. FSP No. FAS 157-2 defers
the effective date of SFAS 157 for one year for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis. It does not defer recognition and
disclosure requirements for financial assets and financial liabilities, or for
nonfinancial assets and nonfinancial liabilities that are remeasured at least
annually.

                                       29
<PAGE>

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.


ITEM 4.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. As of the end of the reporting period
covered by this report, our management, including our Chief Executive Officer
and Chief Financial Officer, carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Rule 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act").
Based on their evaluation of our disclosure controls and procedures, our Chief
Executive Officer and Chief Financial Officer have concluded that during the
quarterly period covered by this report, our disclosure controls and procedures
were effective.

It should be noted that any system of controls is based in part upon certain
assumptions designed to obtain reasonable (and not absolute) assurance as to its
effectiveness, and there can be no assurance that any design will succeed in
achieving its stated goals.

During the quarter ended February 29, 2008, there were no significant changes in
our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the period covered by this report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.


                           PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

No further update.

ITEM 1.A.   RISK FACTORS

In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, "Item 1A Risk Factors" in
our Annual Report on Form 10-K (as amended) for the year ended May 31, 2007,
which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K (as amended) are
not the only risks facing our Company. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating
results. There have been no material changes from those risk factors set forth
in our Annual Report on Form 10-K (as amended) for the year ended May 31, 2007,
during the period covered by this report.

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

During the three months ended February 29, 2008, we 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 December 14, 2007, our board of directors approved the issuance of 100,000
common shares to a former consultant. The shares were issued on February 22,
2008 and the quoted price on this date was $0.34.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.     OTHER INFORMATION.

None


                                       30
<PAGE>

ITEM 6.     EXHIBITS

          EXHIBIT NO.
          -----------

              31.1   Certification by the Principal Executive Officer Pursuant
                     to Section 302 of the Sarbanes-Oxley Act.

              31.2   Certification by the Principal Financial Officer Pursuant
                     to Section 302 of the Sarbanes-Oxley Act.

              32.1   Certification by the Principal Executive and Financial
                     Officers Pursuant to Section 906 of the Sarbanes-Oxley Act.


                                       31
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                       MIV Therapeutic, Inc.
                                                       (Registrant)


                   Date:  April 11, 2008               /s/ Mark Landy
                                                       ------------------------
                                                       Mark Landy
                                                       Chief Executive Officer



                   Date:  April 11, 2008               /s/ Patrick McGowan
                                                       ------------------------
                                                       Patrick McGowan
                                                       Chief Financial Officer


                                       32