<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

                                For the quarterly period ended November 30, 2006
                                                               -----------------

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                For the transition period from               to
                                                ------------    ----------------
                Commission file number     000-32249
                                      ------------------------------------------

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


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

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

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


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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.       [X] Yes         [ ] No

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court            [ ] Yes         [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: 76,124,350 as of December 18, 2006
                                           ------------------------------------

Transitional Small Business Disclosure Format (Check one): [ ] Yes      [X] No


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           MIV THERAPEUTICS INC.
                           (A development stage company)

                           Consolidated Financial Statements

                           November 30, 2006

                           (Unaudited)


                           INDEX
                           -----

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



<PAGE>

<TABLE>
<S>                                                                 <C>               <C>
MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Balance Sheets

--------------------------------------------------------------------------------------------------
                                                                    November 30,         May 31,
                                                                        2006              2006
--------------------------------------------------------------------------------------------------
                                                                     (Unaudited)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                         $    355,261      $  1,573,822
  Accounts receivable                                                     40,746            56,902
  Prepaid expenses and deposits                                          105,641            84,365
--------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                     501,648         1,715,089

INVESTMENT ADVANCES (Note 11)                                             79,300                --

PROPERTY AND EQUIPMENT, net (Note 4)                                     323,650           338,786
--------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                        $    904,598      $  2,053,875
==================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables (Note 6)                      $    551,217      $    185,624
  Deferred lease inducement - current portion (Note 7(a))                  8,081             8,081
--------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                559,298           193,705

DEFERRED LEASE INDUCEMENT (Note 7(a))                                     23,569            27,609
--------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                   $    582,867     $    221,314
--------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES  (Note 7)

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 5)
  Authorized:
        230,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         73,434,350 common shares at November 30, 2006 and
         68,359,964 common shares at May 31, 2006                         73,434            68,360

ADDITIONAL PAID-IN CAPITAL                                            35,763,084        33,214,382

DEFERRED COMPENSATION                                                    (61,729)         (199,569)

COMMON STOCK ISSUABLE  (Note 3(a))                                        20,000            74,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                     (35,272,931)      (31,127,944)

ACCUMULATED OTHER COMPREHENSIVE LOSS                                    (200,127)         (196,668)
--------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                               321,731         1,832,561
--------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $    904,598      $  2,053,875
==================================================================================================

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


                                                F-2


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Operations
(Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                   Period
                                                    from
                                                  inception
                                                (January 20,
                                                   1999) to                Six Months Ended                Three Months Ended
                                                 November 30,                 November 30,                     November 30,
                                                     2006              2006              2005            2006               2005
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES
  General and administrative (Notes 7 and 8)     $ 18,076,044     $  1,879,973      $  2,518,720     $    831,604      $  1,433,581
  Research and development (Note 6)                 9,619,803        1,606,387           842,317          766,698           500,553
  Stock-based compensation (Note 2)                 4,906,006          592,169           505,643          153,031            37,400
  Depreciation (Note 4)                               949,497           51,001            71,012           25,939            20,692
  Interest expense and finance fees                   964,581            2,059            37,008            2,059            37,008
  Licenses acquired charged to operations             479,780               --                --               --                --
  Finance cost on convertible debentures              382,307               --                --               --                --
  Purchased in-process research
       and development                              2,205,013               --                --               --                --
------------------------------------------------------------------------------------------------------------------------------------

                                                   37,583,031        4,131,589         3,974,700        1,779,331         2,029,234
------------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                              (37,583,031)      (4,131,589)       (3,974,700)      (1,779,331)       (2,029,234)

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

INTEREST INCOME                                       146,637            9,198            33,131            3,188            27,590

GAIN (LOSS) ON FOREIGN EXCHANGE                        50,727          (22,596)           (1,915)          (3,012)          (14,983)
------------------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE MINORITY INTEREST
                                                  (36,923,418)      (4,144,987)       (3,943,484)      (1,779,155)       (2,016,627)

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

NET LOSS                                         $(36,117,108)    $ (4,144,987)     $ (3,943,484)    $ (1,779,155)     $ (2,016,627)
====================================================================================================================================
LOSS PER COMMON SHARE
  - basic and diluted                                             $      (0.06)     $      (0.07)    $      (0.03)     $      (0.03)
====================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                               70,377,408        59,613,046       70,258,921        65,218,990
====================================================================================================================================

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


                                                                F-3


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statement of Stockholders' Equity
(Unaudited)
------------------------------------------------------------------------------------------------------------------------------------

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

BALANCE, May 31, 2006                  68,359,964   68,360   33,214,382   (199,569)   74,000   (196,668)  (31,127,944)    1,832,561
Issuance of common stock: (Note 5)
   - for share subscriptions -
        Private placement               2,910,000    2,910    1,450,090         --        --         --            --     1,453,000
   - for exercise of warrants             966,368      966           34         --        --         --            --         1,000
   - for exercise of options               79,294       79          (79)        --        --         --            --            --
   - for services                         818,724      819      381,558    (52,866)       --         --            --       329,511
   - for license agreement (Note 3)       300,000      300      123,700         --   (74,000)        --            --        50,000
Subscription received                          --       --           --         --    20,000         --            --        20,000
Fair value of extended warrants                --       --        1,230         --        --         --            --         1,230
Fair value of extended options                 --       --      104,865         --        --         --            --       104,865
Fair value of stock options granted            --       --      487,304         --        --         --            --       487,304
Amortization of deferred compensation          --       --           --    190,706        --         --            --       190,706
Comprehensive loss:
  Foreign currency translation
        adjustment                             --       --           --         --        --     (3,459)           --        (3,459)
  Net loss                                     --       --           --         --        --         --    (4,144,987)   (4,144,987)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, November 30, 2006             73,434,350   73,434   35,763,084    (61,729)   20,000   (200,127)  (35,272,931)      321,731
====================================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                                                F-4


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                              Period from
                                                                               inception
                                                                             (January 20,
                                                                                1999) to                  Six months ended
                                                                              November 30,                   November 30,
                                                                                 2006                  2006                 2005
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                   $(36,117,108)        $ (4,144,987)        $ (3,943,484)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Stock-based compensation                                                  8,492,963              784,105            1,485,917
      Stock issued for other than cash                                          5,645,247              379,511              334,481
      Interest expense on related party loan                                      850,000                   --                   --
      Interest expense on convertible debentures                                   34,730                   --               34,730
      Fair value of extended warrants                                             194,844                   --                   --
      Depreciation                                                                949,497               51,001               71,012
      Leasehold improvements written down                                          13,300                   --                   --
      Project acquisition costs                                                        --                   --              (31,676)
      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                                                        (200,997)              16,156              (32,681)
      Due from related party                                                           --                   --               17,500
      Prepaid expenses and deposits                                              (106,199)             (21,276)             (71,549)
      Accounts payable and other payables                                         605,719              361,553             (106,147)
------------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                         (18,181,750)          (2,573,937)          (2,241,897)
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs                          16,978,909            1,454,000            5,653,352
  Due to related parties                                                          850,000                   --                   --
  Proceeds from (repayments of) convertible debentures                            755,000                   --              (50,000)
  Cash acquired in reverse acquisition                                             13,824                   --                   --
  Subscriptions received                                                        1,377,310               20,000                   --
  Common stock redemption                                                        (120,000)                  --                   --
  Loan payable                                                                    500,000                   --                   --
------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                      20,355,043            1,474,000            5,603,352
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of license                                                         (200,000)                  --                   --
  Purchase of property and equipment                                           (1,296,289)             (35,865)             (84,555)
  Investment advances                                                             (79,300)             (79,300)                  --
------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                          (1,575,589)            (115,165)             (84,555)
------------------------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                                  (242,443)              (3,459)             (24,554)
------------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              355,261           (1,218,561)           3,252,346
CASH AND CASH EQUIVALENTS, beginning                                                   --            1,573,822              492,709
------------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, ending                                            $    355,261         $    355,261         $  3,745,055
====================================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.


                                                                F-5
</TABLE>


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


1.       BASIS OF PRESENTATION

         The foregoing unaudited interim consolidated financial statements have
         been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-QSB and Regulation S-B as promulgated by the Securities and
         Exchange Commission ("SEC"). Accordingly, these financial statements do
         not include all of the disclosures required by generally accepted
         accounting principles for complete financial statements. The
         accompanying unaudited financial statements and related notes should be
         read in conjunction with the audited financial statements and the Form
         10-KSB of the Company for the year ended May 31, 2006. In the opinion
         of management, the unaudited interim financial statements furnished
         herein include all adjustments, all of which are of a normal recurring
         nature, necessary for a fair statement of the results for the interim
         period presented.

         The preparation of financial statements in accordance with generally
         accepted accounting principles requires the use of estimates and
         assumptions that affect the reported amounts of assets and liabilities,
         disclosure of contingent assets and liabilities known to exist as of
         the date the financial statements are published, and the reported
         amounts of revenues and expenses during the reporting period.
         Uncertainties with respect to such estimates and assumptions are
         inherent in the preparation of the Company's financial statements;
         accordingly, it is possible that the actual results could differ from
         these estimates and assumptions that could have a material effect on
         the reported amounts of the Company's financial position and results of
         operations.

         Since inception, MIV Therapeutics Inc. (the "Company") has suffered
         recurring losses, totaling $36,117,108 as of November 30, 2006. 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 consolidated financial statements do
         not give effect to any adjustments which would be necessary should the
         Company be unable to continue as a going concern and therefore be
         required to realize its assets and discharge its liabilities in other
         than the normal course of business and at amounts different from those
         reflected in the accompanying consolidated financial statements.


                                      F-6


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Stock-based Compensation

         In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment",
         which replaced SFAS No. 123, "Accounting for Stock-Based Compensation"
         and superseded APB Opinion No. 25, "Accounting for Stock Issued to
         Employees". In January 2005, the SEC issued Staff Accounting Bulletin
         ("SAB") No. 107, "Share-Based Payment", which provides supplemental
         implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
         share-based payments to employees, including grants of employee stock
         options, to be recognized in the financial statements based on the
         grant date fair value of the award. SFAS No. 123R was to be effective
         for interim or annual reporting periods beginning on or after June 15,
         2005, but in April 2005 the SEC issued a rule that will permit most
         registrants to implement SFAS No. 123R at the beginning of their next
         fiscal year, instead of the next reporting period as required by SFAS
         No. 123R. The pro-forma disclosures previously permitted under SFAS No.
         123 no longer will be an alternative to financial statement
         recognition. Under SFAS No. 123R, the Company must determine the
         appropriate fair value model to be used for valuing share-based
         payments, the amortization method for compensation cost and the
         transition method to be used at date of adoption. The transition
         methods include prospective and retroactive adoption options. Under the
         retroactive options, prior periods may be restated either as of the
         beginning of the year of adoption or for all periods presented. The
         modified prospective method requires that compensation expense be
         recorded for all unvested stock options and restricted stock at the
         beginning of the first quarter of adoption of SFAS No. 123R, while the
         retroactive methods would record compensation expense for all unvested
         stock options and restricted stock beginning with the first period
         restated. The Company has adopted the modified prospective method for
         the fiscal quarter beginning on June 1, 2006 and recorded the
         compensation expense for all unvested stock options existing prior to
         the adoption in the first quarter of fiscal 2007. Stock-based
         compensation expense for awards granted prior to June 1, 2006 was based
         on the grant date fair-value as determined under the pro-forma
         provisions of SFAS No. 123.

         The Company recorded incremental stock-based compensation expense of
         $203,554 during the six months ended November 30, 2006 and $9,781
         during the three months ended November 30, 2006 as a result of the
         adoption of SFAS No. 123R.

         As of May 31, 2006, $491,750 of total unrecognized compensation cost
         related to stock options and restricted stock units is expected to be
         recognized over a weighted-average period of one year.

         Prior to the adoption of SFAS No. 123R, the Company measured
         compensation expense for its employee stock-based compensation plans
         using the intrinsic value method prescribed by APB Opinion No. 25. The
         Company applied the disclosure provisions of SFAS No. 123 as amended by
         SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
         Disclosure", as if the fair-value-based method had been applied in
         measuring compensation expense. Under APB Opinion No. 25, when the
         exercise price of the Company's employee stock options was equal to the
         market price of the underlying stock on the date of the grant, no
         compensation expense was recognized.


                                      F-7



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         (a)      Stock-based Compensation (continued)

         The following table illustrates the effect on net income after taxes
         and net income per common share as if the Company had applied the fair
         value recognition provisions of SFAS No. 123 to stock-based
         compensation during the six months and three months ended November 30,
         2005:

<TABLE>
                                                                             Six Months        Three Months
                                                                               Ended              Ended
                                                                                  November 30, 2005
                                                                           --------------------------------
                                                                                     (Unaudited)

<S>                                                                          <C>              <C>
            Net loss                                    As reported          $ (3,943,484)    $ (2,016,627)
            SFAS No. 123 compensation expense           Pro-forma                (211,115)         (89,188)
                                                                           --------------------------------

            Net loss                                    Pro-forma            $ (4,154,599)      (2,105,815)
            ===============================================================================================

            Basic and diluted net loss per share        Pro-forma                 $ (0.07)          $(0.03)
            ===============================================================================================
</TABLE>

         (b)      Reclassifications

                  Certain amounts from prior periods have been reclassified to
                  conform to the current year presentation.

3.       LICENSES

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

                  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.


                                      F-8


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


3. LICENSES (continued)


                  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 subsequently issued in July 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 made to UBC for the
                  continuation of the research program, estimated to be
                  approximately CDN$220,800 (US$164,445). As at May 31, 2004,
                  the Company had paid CDN$50,000 (US$37,238) and charged the
                  costs to research and development.

                  On October 28, 2004, the Company and UBC amended the existing
                  collaborative research agreement 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 CDN$110,400 (US$87,633). As of May 31, 2005, the
                  Company had paid/accrued and recorded CDN$110,400 (US$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 CDN$400,400 (US$317,828), being
                  payable over the term of the agreement at various stipulated
                  intervals. As of November 30, 2006, the Company had paid
                  CDN$344,000 (US$294,590) and accrued CDN$43,000 (US$38,176)
                  for research and development costs in accordance with
                  Amendment No. 2. The final payment of CDN$13,400 (US$11,897)
                  has not been accrued as it is contingent on the receipt of the
                  final report which has not been received as of November 30,
                  2006.

                  The Company obtained financial support of up to CDN$315,000
                  (USD$250,040) from the Industrial Research Assistance Program
                  ("IRAP") from the National Research Council Canada. As of
                  November 30, 2006, the Company had received CDN$185,391
                  (US$157,806) from IRAP.

(c)               On May 19, 2005, the Company signed a letter of intent to
                  negotiate a new license agreement for a new technology with
                  UBC. The form and content will be similar to that of the
                  license agreements entered into in February 2003 (See Note
                  3(a) above). Upon execution, the Company will issue 100,000
                  common shares to UBC. As of November 30, 2006, the new license
                  agreement had not been executed but the related common shares
                  were issued; however, the Company will retain the stock
                  certificate until the negotiations are completed.


                                      F-9


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


4.       PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following at:

                                                   November            May 31,
                                                   30, 2006             2006
         -----------------------------------------------------------------------
                                                  (Unaudited)
         Laboratory equipment                     $ 1,015,449       $   990,414
         Computer equipment                           157,816           148,581
         Furniture and fixtures                        63,672            62,077
         Leasehold improvements                        49,158            49,158
                                                  -----------------------------
                                                    1,286,095         1,250,230
         Less: accumulated depreciation              (962,445)         (911,444)
                                                  -----------------------------

                                                  $   323,650       $   338,786
                                                  =============================

         Depreciation expense for the six months ended November 30, 2006 was
$51,001 (2005 - $71,012).

5.       STOCKHOLDERS' EQUITY

(a)      Common Stock

                  On August 24, 2006, the stockholders of the Company, during
                  its annual general meeting, approved an increase in its
                  authorized capital stock from 160,000,000 shares of capital
                  stock, consisting of 140,000,000 common shares with par value
                  of $0.001 per share and 20,000,000 preferred shares with par
                  value of $0.001 per share, to 250,000,000 of capital stock
                  consisting of 230,000,000 common shares with par value of
                  $0.001 per share and 20,000,000 preferred shares with par
                  value of $0.001 per share.

(i)                        On November 8, 2006, the Company completed a private
                           placement of 1,400,000 units at a price of $0.50 per
                           unit for total proceeds of $700,000. Each unit is
                           comprised of one common share and one
                           non-transferable share purchase warrant. Each warrant
                           entitles the holder to purchase one additional common
                           share at an exercise price of $0.75 per share for a
                           period of up to two years from registration of the
                           underlying warrant shares.

                           The warrants had an estimated fair value of $119,287
                           using the Black-Scholes option pricing model. The
                           assumptions used in the Black-Scholes model were:
                           volatility: 59.44%, discount rate: 5.25%, call option
                           value: $0.09 and dividend: nil.


                                      F-10


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

         (a)      Common Stock (continued)

                  (ii)     On October 16, 2006, the Company completed a private
                           placement of 600,000 units at a price of $0.50 per
                           unit for total proceeds of $300,000. Each unit is
                           comprised of one common share and one
                           non-transferable share purchase warrant. Each warrant
                           entitles the holder to purchase one additional common
                           share at an exercise price of $0.75 per share for a
                           period of up to two years from registration of the
                           underlying warrant shares.

                           The warrants had an estimated fair value of $78,625
                           using the Black-Scholes option pricing model. The
                           assumptions used in the Black-Scholes model were:
                           volatility: 59.44%, discount rate: 5.25%, call option
                           value: $0.13 and dividend: nil.

                  (iii)    On August 21, 2006, the Company completed a private
                           placement of 290,000 units at a price of $0.50 per
                           unit for total net proceeds of $143,000 (net of
                           finder's fee of $2,000). Each unit is comprised of
                           one common share and one non-transferable share
                           purchase warrant. Each warrant entitles the holder to
                           purchase one additional common share at an exercise
                           price of $0.75 per share for a period which is the
                           earlier of (i) 18 months from August 21, 2006 or (ii)
                           12 months from registration of the underlying warrant
                           shares.

                           The warrants had an estimated fair value of $39,080
                           using the Black-Scholes option pricing model. The
                           assumptions used in the Black-Scholes model were:
                           volatility: 59.44%, discount rate: 5.25%, call option
                           value: $0.13 and dividend: nil.

                  (iv)     On July 10, 2006, the Company completed a private
                           placement of 620,000 units at a price of $0.50 per
                           unit for total proceeds of $310,000. 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 an exercise price of
                           $0.75 per share for a period which is the earlier of
                           (i) 18 months from July 10, 2006 or (ii) 12 months
                           from registration of the underlying warrant shares.

                           The warrants had an estimated fair value of $195,161
                           using the Black-Scholes option pricing model. The
                           assumptions used in the Black-Scholes model were:
                           volatility: 64.41%, discount rate: 5.25%, call option
                           value: $0.31 and dividend: nil.

                  (v)      During the six months ended November 30, 2006, the
                           Company issued an aggregate of 818,724 common shares
                           for consulting, research and development and employee
                           services with a fair value of $382,377 at the
                           agreement dates. This amount is being expensed on a
                           straight-line basis over the period of completion of
                           performance.

                  (vi)     During the six months ended November 30, 2006, the
                           Company issued 966,368 common shares pursuant to an
                           exercise of stock purchase warrants for total
                           proceeds of $1,000. Of these shares, 866,368 were
                           exercised under certain cashless exercise provisions
                           of their underlying agreements. Of these cashless
                           exercises, 177,644 were issued through a private
                           placement.

                  (vii)    During the six months ended November 30, 2006, the
                           Company issued 79,294 common shares pursuant to an
                           exercise of stock purchase options under certain
                           cashless exercise provisions of the underlying
                           agreement.


                                      F-11


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

         (a)      Common Stock (continued)

                  (viii)   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 to be 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.

                           As of November 30, 2006, 2,500,000 Reg S shares were
                           held in trust by the financial custodian and remain
                           available for financing purposes.

         (b)      Warrants

                  The following table summarizes information about the warrants
                  issued by the Company during the six months ended November 30,
                  2006:

<TABLE>
                                                                                                     Weighted
                                                                                                      Average
                                                                                Number of Shares  Exercise price
                                                                                --------------------------------

<S>                                                                                  <C>          <C>
                   Balance, May 31, 2006  - Regular                                  10,689,491   $         0.46
                   Balance, May 31, 2006 - Series "A"                                 5,358,220             0.65
                   Balance, May 31, 2006 - Series "B"                                 3,904,998             0.70
                   Balance, May 31, 2006 - Series "C"                                   229,305             0.66
                                                                                --------------------------------

                   Balance, May 31, 2006                                             20,182,014             0.55
                                                                                --------------------------------

                   Regular:
                         Issued - private placement                                   2,910,000             0.75
                         Exercised                                                   (1,091,500)            0.07
                         Expired                                                        (75,000)            0.50

                   Series "A":
                         Expired                                                     (3,904,998)            0.65
                                                                                --------------------------------

                   Balance, November 30, 2006  - Regular                             12,432,991             0.56
                   Balance, November 30, 2006 - Series "A"                            1,453,222             0.66
                   Balance, November 30, 2006 - Series "B"                            3,904,998             0.70
                   Balance, November 30, 2006 - Series "C"                              229,305             0.66
                                                                                --------------------------------

                   BALANCE, NOVEMBER 30, 2006 (Unaudited)                            18,020,516   $         0.60
                                                                                ================================


                                      F-12
</TABLE>


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

         (b)      Warrants (continued)

                  During the six months ended November 30, 2006, the board of
                  directors approved an extension to the expiry date of the
                  following outstanding warrants:

                   Number of Warrants          From                     To
                   ------------------          ----                     --
                         71,429          September 8, 2006        March 8, 2007
                        500,000          October 24, 2006         April 24, 2007
                       1,000,000         November 5, 2006         May 5, 2007

                  As a result of the warrant extensions, the Company recognized
                  $976 and $254 of public relations expense and finance fees,
                  respectively.

         (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 seven years from the date of
                  grant. Stock options granted generally vest over a period of
                  six months to two years.

                  During the six months ended November 30, 2006, the Company
                  granted an aggregate of 570,000 stock options to employees of
                  the Company. Each option entitles its holder to acquire one
                  common share of the Company at prices ranging from $0.56 to
                  $0.67 per share, vests immediately or at a specified time, and
                  expires up to five years from date 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.

                  During the six months ended November 30, 2006, the board of
                  directors approved an extension to the expiry date of the
                  following outstanding options:

                   Number of Options          From                     To
                   -----------------          ----                     --
                        100,000          August 30, 2006        August 30, 2011
                        100,000          August 30, 2006        August 30, 2010
                        200,000          August 30, 2006        August 30, 2009

                  As a result of the option extensions, the Company recognized
                  an additional $104,865 of stock-based compensation in the
                  statement of operations.


                                      F-13

<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options (continued)

                  A summary of the weighted average fair value of stock options
                  granted during the six months period ended November 30, 2006
                  is as follows:

<TABLE>
                  -----------------------------------------------------------------------------------------------
                                                                                        Weighted        Weighted
                                                                                         Average         Average
                                                                                        Exercise          Fair
                                                                                          Price           Value
                  -----------------------------------------------------------------------------------------------
<S>                                                                                       <C>             <C>
                  Exercise price equals market price at grant date:                       $ 0.66          $ 0.66

                  Exercise price greater than market price at grant date:                 $   --          $   --

                  Exercise price less than market price at grant date:                    $   --          $   --
                  ===============================================================================================

                  A summary of the weighted average fair value of stock options
                  granted during the six months ended November 30, 2005 is as
                  follows:

                  -----------------------------------------------------------------------------------------------
                                                                                        Weighted        Weighted
                                                                                         Average         Average
                                                                                        Exercise          Fair
                                                                                          Price           Value
                  -----------------------------------------------------------------------------------------------
                  Exercise price equals market price at grant date:                         $   --         $   --

                  Exercise price greater than market price at grant date:                   $   --         $   --

                  Exercise price less than market price at grant date:                      $ 0.28         $ 0.57
                  ===============================================================================================

                  A summary of employee stock options information for the six
                  months ended November 30, 2006 is as follows:

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

                  Options outstanding, May 31, 2006                             16,385,000          $   0.46
                  Options granted                                                  570,000              0.66
                  Options exercised                                               (120,000)             0.21
                  Options expired                                                 (230,000)             0.51
                  ---------------------------------------------------------------------------------------------

                  OPTIONS OUTSTANDING,
                  NOVEMBER 30, 2006 (Unaudited)                                 16,605,000          $   0.46
                  =============================================================================================


                                                    F-14
</TABLE>


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options (continued)

                  The following summarizes information about the stock options
                  outstanding and exercisable at November 30, 2006:

<TABLE>
                                         Options Outstanding                              Options Exercisable
                 -------------------------------------------------------------------    -----------------------
                                                         Weighted
                                                         Average        Weighted                       Weighted
                       Range of        Number of        Remaining       Average         Number of       Average
                       Exercise         Options        Contractual      Exercise         Options       Exercise
                        Prices        Outstanding       Life (yr)        Price         Exercisable       Price
                 ----------------------------------------------------------------------------------------------
<S>                     <C>              <C>              <C>            <C>               <C>          <C>
                        $0.17            850,000          1.60           $0.17             850,000      $0.17
                        $0.20          1,330,000          3.21           $0.20           1,330,000      $0.20
                        $0.21            500,000          1.39           $0.21             500,000      $0.21
                        $0.30          1,995,000          2.76           $0.30           1,995,000      $0.30
                        $0.40          3,875,000          4.43           $0.40           3,275,000      $0.40
                        $0.50            350,000          1.38           $0.50             350,000      $0.50
                        $0.55            750,000          1.36           $0.55             750,000      $0.55
                        $0.56             50,000          4.84           $0.56              25,000      $0.56
                        $0.60          5,600,000          6.18           $0.60           3,600,000      $0.60
                        $0.64             50,000          4.67           $0.64              25,000      $0.64
                        $0.67            470,000          4.54           $0.67             235,000      $0.67
                        $0.75            200,000          4.40           $0.75             200,000      $0.75
                        $0.80            160,000          4.01           $0.80             160,000      $0.80
                        $0.85            175,000          4.24           $0.85             175,000      $0.85
                        $1.00            200,000          0.47           $1.00             200,000      $1.00
                        $1.10             50,000          3.98           $1.10              50,000      $1.10
                 ----------------------------------------------------------------------------------------------
                  $0.17 - $1.10       16,605,000          4.23           $0.46          13,720,000      $0.44
                 ==============================================================================================
</TABLE>

6.       RELATED PARTY TRANSACTIONS

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

         During the six months period ended November 30, 2006, the Company paid
         or accrued $516,825 (2005 - $381,558) of management and consulting fees
         to four directors and an officer of the Company. Of this amount,
         $124,705 (2005 - $98,331) was charged to research and development.
         Included in accounts payable is $19,000 (2005 - $9,069).


                                      F-15

<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


7.       COMMITMENTS AND CONTINGENCIES

         (a)      The Company has obligations under a long-term premises lease
                  that expire in December 2010. The aggregate minimum rent
                  payments for the next five annual periods ending November 30
                  are as follows:

                      2007                                          $  99,800
                      2008                                             99,800
                      2009                                             99,800
                      2010                                             99,800
                      2011                                              8,300
                                                                   ----------
                      Total                                        $  407,500
                                                                   ==========

                  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 and
                  long-term portion of $23,569 and is being amortized over the
                  term of the lease. During the six months period ended November
                  30, 2006, amortization of $4,040 was recorded as a reduction
                  of rent expense in the statement of operations. Rent expense
                  for the six months period ended November 30, 2006 was $102,294
                  (2005 - $82,108).

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

                  As of November 30, 2006, the two remaining issuances of
                  1,100,000 common shares each have not been accrued as the
                  underlying conditions have not been satisfied.

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

                  The statement of claim, arising from a settlement agreement
                  dated September 14, 2001, sought 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 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 the predecessor company, 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.


                                      F-16


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


7.       COMMITMENTS AND CONTINGENCIES (continued)

                  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.

                  No gain or loss provisions have been provided as of November
                  30, 2006 as the outcome of this legal proceeding is uncertain
                  at this time.

8.       GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses consisted of the following:

<TABLE>
                                                           Six Months Ended                   Three Months Ended
                                                              November 30,                        November 30,
                                                         2006              2005              2006              2005
                                                    -------------------------------------------------------------------

<S>                                                 <C>                <C>               <C>               <C>
         Legal                                      $    246,175       $    206,576      $   118,645       $    117,740
         Public relations, financing and
           corporate development                         464,783          1,313,077          174,004            833,652
         Management fees                                 392,720            267,942          237,503            129,018
         Consulting                                      104,553            229,244           29,652             85,758
         Audit                                           126,184            107,131           47,258             73,849
         Operating expenses                              545,558            394,750          224,542            193,564
                                                    -------------------------------------------------------------------

                                                    $  1,879,973       $  2,518,720      $   831,604       $  1,433,581
                                                    ===================================================================

         General and administrative expenses included the following amortized
         deferred compensation and stock-based compensation:

                                                           Six Months Ended                   Three Months Ended
                                                              November 30,                        November 30,
                                                         2006              2005              2006              2005
                                                    -------------------------------------------------------------------

        Amortized deferred compensation in:
            -  Public relations, financing
                 and corporate development          $  124,151         $    807,731      $    124,151      $    488,069
            -  Consulting                               12,155              149,446            12,155            41,515

        Stock-based compensation                       592,169              505,643           153,031            37,400
                                                    -------------------------------------------------------------------

                                                    $  728,475         $  1,462,820      $    289,337      $    566,984
                                                    ===================================================================


                                                  F-17
</TABLE>


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


9.       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
                                                                      Period from
                                                                       inception
                                                                      (January 20,
                                                                        1999) to            Six months ended
                                                                      November 30,            November 30,
                                                                          2006           2006               2005
                                                                  ---------------------------------------------------
<S>                                                               <C>                <C>                <C>
          SUPPLEMENTAL CASH FLOW INFORMATION:
            Cash paid for interest                                $     35,686       $     1,805        $          --
                                                                  ===================================================
            Cash paid for income taxes                            $         --       $        --        $          --
                                                                  ===================================================

          SUPPLEMENTAL NON-CASH INVESTING
            AND FINANCING ACTIVITIES:
            Debt settlement with shares                           $    621,375       $        --        $          --
                                                                  ===================================================
            Gain on extinguishment of debt                        $    462,249       $        --        $          --
                                                                  ===================================================
            Conversion of convertible debentures
                and accrued interest to common shares             $    740,810       $        --        $     740,810
                                                                  ===================================================
            Shares issued for services                            $  3,740,274       $   382,377        $     647,105
                                                                  ===================================================
            Warrants issued for services                          $  3,690,491       $        --        $   1,000,067
                                                                  ===================================================
</TABLE>


10.      PROPOSED ACQUISITION OF VASCORE MEDICAL (SUZHOU) CO., LTD.

         On September 5, 2006, the Company entered into an Equity Transfer
         Agreement (the "Agreement") with each of Chimex Hong Kong Incorporated
         Limited and Vascore Scientific Co., Ltd. (collectively the "Vendors")
         and Vascore Medical (Suzhou) Co., Ltd. ("Vascore Medical"), pursuant to
         which, and subject to the satisfaction of certain conditions precedent,
         the Company will acquire the right to purchase 100% of the outstanding
         equity of Vascore Medical from the Vendors. Vascore Medical is a
         China-based manufacturer of advanced cardiovascular stents and other
         medical devices.

         In accordance with the terms of the Agreement, and in order to acquire
         Vascore Medical, the Company is required, and has recently agreed, that
         as a consequence of the Company's prior receipt of an acceptable
         valuation together with certain other conditions precedent, the Company
         will pay and issue to the Vendors at the closing of the Agreement an
         aggregate of $1 million and 4,000,000 restricted common shares at a
         deemed agreed value of $1.00 per share for total consideration of $5
         million. In this respect, and by way of letter of guarantee dated
         December 1, 2006,, the Company has recently agreed that, should the
         Vendors determine to sell any of their restricted common shares at any
         time prior to 12 months and 30 trading days from closing, or should the
         Company be in any way acquired during the same time period, then the
         Company will be required to either pay to the Vendors any difference
         between the actual sales price received and the deemed agreed value
         ($1.00) per restricted common share or redeem any such restricted
         common share at such deemed agreed value.

         In this regard, and having recently received regulatory approval from
         the appropriate Chinese authority to the acquisition by the Company of
         Vascore Medical, the Company expects to be in the position to complete
         the proposed acquisition, and subject to its purchase price funding
         requirement, during the next quarter.


                                      F-18


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


11.      PROPOSED ACQUISITION OF BIOSYNC SCIENTIFIC PVT. LTD.

         On October 17, 2006, the Company entered into an Agreement in Principle
         (the "Agreement in Principle") with each of Rajesh Vaishnav (the
         principal "Vendor") and BioSync Scientific Pvt. Ltd. ("BioSync
         Scientific"), subject to the satisfaction of certain conditions
         precedent, to acquire all of the issued and outstanding shares of
         BioSync Scientific from the Vendors of BioSync Scientific. BioSync
         Scientific is a body corporate 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.

         In accordance with the terms and conditions of the Agreement in
         Principle, to be amended, the total purchase price for all of the
         Purchased Shares is expected to be:

                  (a)      the issuance at closing to the Vendor of 50,000
                           common shares of the Company at an agreed issuance
                           price of $0.50 per share;

                  (b)      the payment at closing of $500,000 to the order and
                           direction of the Vendors; and

                  (c)      the satisfaction at closing of any and all Vendor
                           bank indebtedness of BioSync Scientific, presently
                           estimated at approximately $1,000,000.

                  In addition, at closing the Company anticipates that the
                  Vendor will be employed as the Chief Executive Officer of
                  BioSync Scientific under such commercially competitive
                  compensation terms which will include, but not limited to, a
                  monthly fee of $12,000 and stock options of up to 1,000,000
                  common shares at an exercise price of $0.60 for a period of up
                  to five years with the understanding that the Vendor will be
                  provided with such operational and administrative supervisory
                  duties and responsibilities over BioSync Scientific's business
                  affairs as may then be required in order to further the
                  development of the Company's then collective business
                  interests.

                  The completion of the transactions comprising the Company's
                  proposed purchase under the Agreement in Principle is subject
                  to a number of conditions precedent including, but not limited
                  to: (i) if required, the execution of a formal agreement as
                  between the Company, BioSync Scientific and the Vendors; (ii)
                  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 the Agreement in Principle; and (iii) the
                  closing of the proposed purchase prior to January 31, 2007.

                  As of November 30, 2006, short-term advances of $79,300 were
                  made to BioSync Scientific for working capital purposes. These
                  advances are supported by unsecured promissory notes payable
                  upon demand without interest.


                                      F-19


<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
November 30, 2006
(Unaudited)
--------------------------------------------------------------------------------


12.      SUBSEQUENT EVENTS

         (a)      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 CDN$274,896 (US$241,264). Subsequent
                  to November 30, 2006, the Company had paid CDN$68,724
                  (US$60,316) and charged the costs to research and development.

         (b)      On December 5, 2006, the Company issued 38,462 common shares
                  for research and development for a total value of $20,000.

         (c)      On December 22, 2006, the Company completed a private
                  placement of 5,900,000 units at a price of $0.50 per unit for
                  total proceeds of $2,950,000. Each unit is comprised of one
                  common share and one non-transferable share purchase warrant.
                  Each warrant entitles the holder to purchase one additional
                  common share at an exercise price of $0.75 per share for a
                  period of up to two years from the registration of the
                  underlying warrant shares.


                                      F-20


<PAGE>


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

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

PLAN OF OPERATIONS
------------------

We are developing the next generation of biocompatible coatings utilizing
Hydroxyapatite technology. The Company's growth strategy is focused on
developing biocompatible device coatings, therapeutic stent technologies, and
drug delivery systems for drug eluting applications.

We intend to enter the drug-eluting stent market with:

         1.       Passive nano-film HAp coating;

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

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

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

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

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

Drug-eluting stents have gained significant popularity among the professional
medical community and investors alike. Our goal is to clearly position our
company among the leaders in the drug-eluting stent market.

After completing development of these products, we will have successfully
transitioned our company from being a manufacturer of coronary stents, into an
innovative drug-delivery company with proprietary technologies that can be
applied to a wide range of therapeutic applications for the delivery of a
variety of pharmaceutical agents.


                                       2

<PAGE>

PRODUCT DEVELOPMENT
-------------------

Major product development programs pursued by the Company at the present time
and/or scheduled for development in the foreseeable future are listed below:

Smart-1 DES
-----------

A Multi-Layer Drug Delivery Device, the device includes at least one first layer
of drug formulation and one second layer of topcoat to regulate the first drug
layer releasing. A non-polymeric drug-carrying composition and a new process of
multi-layer coating for controlled delivery of the drug for implantable medical
devices. The proprietary drug-eluting composite coating can be applied at
ambient environment. The coating may be encapsulated in the thin shell of
biodegradable polymer for added durability and when controlled delay of the drug
release process is required.

Smart-2 DES
-----------

A drug delivery device that includes at least one layer of drug-containing
emulsified foam that comprises a plurality of discrete closed-cell capsules each
having an outer polymeric shell and an inner core containing drug. A novel
method of coating for controlled delivery of the drug for implantable medical
devices where drug can be delivered in a number of controlled drug release
profiles according to the synthetic parameters. The method is based on synthesis
process that results in increased drug loading capacity and improved drug
encapsulation efficiency and capacity, which can be achieved via processes
performed at ambient temperature.

Smart-3 DES
-----------

A drug delivery micro device comprising a plurality of nanocapsules assembled
together. The nanocapsule can be administrated via a number of methods such as
injection, oral, and inhalation for drug delivery purpose with enhanced
bioavailability, and can be used to carry and deliver drugs or any therapeutic
active agents, especially for those poorly water-soluble or water-insoluble
drugs.

Drug-carrying compositions self-assembly into drug delivery nanodevices that
provide a significant capability in both solubility and bioavailability of
drugs, particularly for hydrophobic (water-insoluble) drugs, such as most of
anti-tumor agents and others.

Smart-4 DES
-----------

Smart-4 is a non-polymeric, lipid-based composite drug delivery system
formulated specifically for controlled drug release at target location. The key
elements of this composition combine water-soluble and a water-insoluble organic
solvents, at least one therapeutic agent and at least one lipid. The
compositional ratios of solvents regulate the rate of release of the therapeutic
agent from the composition. Smart-4 coating is totally polymer-free and can be
formulated as a suspension, nano-particle or micro-particle, paste or a thin
film coating which may be applied to a broad range of implantable medical
devices. Our intellectual property includes also a proprietary method of
formulating a composition comprising a therapeutic agent(s), solvents and
lipid(s) that form a solid, thin external membrane at ambient temperature. As
the outer layers of lipid biodegrade this membrane renews itself continuously
hereby regulating the release of the therapeutic agent at the target location.

BUSINESS EXPANSION
------------------

Equipment
---------

Major equipment purchases planned for 2007 include coating chambers for use for
cardiovascular and orthopaedic applications, specialized laboratory equipment
with focus on drug application and analysis of drug eluting profiles.


                                       3


<PAGE>

Personnel
---------

The addition of the following new research and development ("R&D") personnel is
tentatively planned for 2007:

         o        Regulatory Affairs, Animal and Clinical Trials Specialist;
         o        R&D Technologist;
         o        Production Operator;
         o        Research Scientist, Drug Research and Application;
         o        Research Scientist, Drug Delivery Technologies; and
         o        R&D Scientist.

Facility
--------

To accommodate growth in personnel and research programs the Company plans to
lease and equip another section of its manufacturing facility in early 2007.

Intellectual Property
---------------------

The Company has acquired patent rights and filed a number of patent applications
in various international jurisdictions. These patent applications include claims
for the unique coating technologies and/or related manufacturing processes.
Under the exclusive license agreement with UBC, MIVT has the worldwide rights to
the technologies covered by these patents, including the rights to manufacture
and market products using these technologies.

A. Patents and Patent Applications Developed and Owned by MIVT
--------------------------------------------------------------

1. Expandable Stent and Method for Manufacturing the Same - Patent #125740
2. Endovascular Device for Entrapment of Particulate Matter and Method of Use
3. Method of Modifying a Metal Substrate to Improve Surface Coverage of a
    Coating
4. Smart I - Multi-layer Drug Delivery Device and Method of Manufacturing Same
5. Smart II - Thin Foam Coating Comprising Discrete, Closed-Cell Capsules
6. Smart III - Microdevice Comprising Nanocapsules for Controlled Delivery of
    Drugs and Method of Manufacturing Same
7. Smart IV - Compositions Formulated for Solvent-Regulated Drug Release

B. Issued Patents owned by UBC and licensed exclusively to MIVT
---------------------------------------------------------------

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

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

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

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

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


                                       4


<PAGE>

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

PROPOSED ACQUISITIONS
---------------------

1 - Vascore Medical (Suzhou) Co., Ltd.

On September 5, 2006, the Company entered into an Equity Transfer Agreement (the
"Agreement") with each of Chimex Hong Kong Incorporated Limited and Vascore
Scientific Co., Ltd. (collectively the "Vendors") and Vascore Medical (Suzhou)
Co., Ltd. ("Vascore Medical"), pursuant to which, and subject to the
satisfaction of certain conditions precedent, the Company will acquire the right
to purchase 100% of the outstanding equity of Vascore Medical from the Vendors.
Vascore Medical is a China-based manufacturer of advanced cardiovascular stents
and other medical devices.

In accordance with the terms of the Agreement, and in order to acquire Vascore
Medical, the Company is required, and has recently agreed, that as a consequence
of the Company's prior receipt of an acceptable valuation together with certain
other conditions precedent, the Company will pay and issue to the Vendors at the
closing of the Agreement an aggregate of $1 million and 4,000,000 restricted
common shares at an agreed value of $1.00 per share for total consideration of
$5 million. In this respect, and by way of further agreement, the Company has
recently agreed to guarantee to the Vendors not less than a $1.00 purchase price
value for the restricted common shares to be received by the same at closing.

In this regard, and having recently received regulatory approval from the
appropriate Chinese authority to the acquisition by the Company of Vascore
Medical, the Company expects to be in the position to complete the proposed
acquisition, and subject to its purchase price funding requirement, during the
next quarter.

2 -  BioSync Scientific Pvt. Ltd.

On October 17, 2006, the Company entered into an Agreement in Principle (the
"Agreement in Principle") with each of Rajesh Vaishnav (the principal "Vendor")
and BioSync Scientific Pvt. Ltd. ("BioSync Scientific"), subject to the
satisfaction of certain conditions precedent, to acquire all of the issued and
outstanding shares of BioSync Scientific from the Vendors of BioSync Scientific.
BioSync Scientific is a body corporate 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.

In accordance with the terms and conditions of the Agreement in Principle, to be
amended, the total purchase price for all of the Purchased Shares is expected to
be:

         (a)      the issuance at closing to the Vendor of 50,000 common shares
                  of the Company at an agreed issuance price of $0.50 per share;

         (b)      the payment at closing of $500,000 to the order and direction
                  of the Vendors; and

         (c)      the satisfaction at closing of any and all indebtedness of
                  BioSync Scientific, presently estimated at approximately
                  $1,000,000.


                                       5


<PAGE>

In addition, at closing the Company anticipates that the Vendor will be employed
as the Chief Executive Officer of BioSync Scientific under such commercially
competitive compensation terms which will include, but not limited to, a monthly
fee of $12,000 and stock options of up to 1,000,000 common shares at an exercise
price of $0.60 for a period of up to five years with the understanding that the
Vendor will be provided with such operational and administrative supervisory
duties and responsibilities over BioSync Scientific's business affairs as may
then be required in order to further the development of the Company's then
collective business interests.

The completion of the transactions comprising the Company's proposed purchase
under the Agreement in Principle is subject to a number of conditions precedent
including, but not limited to: (i) if required, the execution of a formal
agreement as between the Company, BioSync Scientific and the Vendors; (ii) 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 the Agreement in Principle; and (iii) the closing
of the proposed purchase prior to January 31, 2007.

As of November 30, 2006, short-term advances of $79,300 were made to BioSync
Scientific for working capital purposes. These advances are supported by
unsecured promissory notes payable upon demand without interest.

Cash Requirements and Need For Additional Funding
-------------------------------------------------

To date, the Company has invested approximately $36.2 million in research and
development of its stent products, coatings and operations, and in establishing
a quality manufacturing facility and completing laboratory and preclinical
testing on its stents. The Company also has developed strong research
collaborations with UBC for its proprietary stent coatings and has implemented
an aggressive in-house product development program.

In order to continue effectively the Company's R & D program and marketing
efforts aiming at successful commercialization of its HAp coating technologies,
the Company will require approximately $11 million in the coming year. The funds
will be used for clinical trials of the Company and animal and clinical trials
of SagaX Inc., the acquisition of additional manufacturing/R&D equipment and the
hiring of additional people to complement its current R&D team. These funds
could be provided through any combination of the exercise of existing warrants
and/or through subsequent rounds of financing. There is no assurance that we
will be able to obtain financing on favourable terms or at all.

Discussion and Analysis of Financial Condition
----------------------------------------------

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, corporate development and general administration
costs. During the six and three months ended November 30, 2006, the Company
posted a loss from operations of $4,131,589 and $1,779,331, respectively, and a
net loss of $4,144,987 and $1,779,155, respectively, compared to a net loss of
$3,943,484 for the six months ended November 30, 2005 and $2,016,627 for the
three months ended November 30, 2005. Most of the difference in net loss is
attributable to an increase in research and development expenses during the
quarter.

The working capital increased to $1,521,384 as of May 31, 2006 from a working
capital deficit of $478,359 as of May 31, 2005, but decreased to a deficit of
$57,650 as at November 30, 2006. The decrease in the working capital at
November 30, 2006 was due primarily to less cash generated from the exercise of
warrants private placements during the period.

The Company's main focus during the six months ended November 30, 2006 and year
ended May 31, 2006 was the continued research and development of new therapeutic
technologies and its biocompatible coating for stent and drug delivery systems.

                                       6

<PAGE>

RESULTS OF OPERATIONS

SIX MONTHS ENDED NOVEMBER 30, 2006 COMPARED TO SIX MONTHS ENDED NOVEMBER 30,
2005

General and Administrative Expenses
-----------------------------------

General and administrative expenses decreased $638,747 to $1,879,973 during the
six months ended November 30, 2006 compared to $2,518,720 during the six months
ended November 30, 2005. The major cause for the decline is the decrease in the
amortization of deferred compensation charged to public relations and consulting
expenses which totaled approximately $136,000 in 2006 compared to approximately
$957,000 in 2005. Deferred compensation consisted of the fair value of shares
and warrants issued for services. Other general and administrative expenses
increased due primarily to costs associated with investigations of, and due
diligence related to, strategic business alliances and clinical trials and legal
costs attributed to additional regulatory filings and strategic alliance
proposals.

Research and Development Expenses
---------------------------------

Research and development expenses increased $764,070 to $1,606,387 during the
six months ended November 30, 2006 compared to $842,317 during the six months
ended November 30, 2005. The increase in 2006 resulted primarily from the
Company's increase in research and development expenses which included payments
to the Collaborative Research Agreement, increased expenses in R&D materials for
pre-clinical trials and increased expenses on outside testing.

Depreciation Expense
--------------------

Depreciation expense decreased $20,011 to $51,001 during the six months ended
November 30, 2006 compared to $71,012 during the six months ended November 30,
2005. The decrease is primarily due to several laboratory equipment items being
fully depreciated during the last fiscal year.

THREE MONTHS ENDED NOVEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED NOVEMBER 30,
2005

General and Administrative Expenses
-----------------------------------

General and administrative expenses decreased $601,977 to $831,604 during the
three months ended November 30, 2006 compared to $1,433,581 during the three
months ended November 30, 2005. The major cause of the decline is the curtailing
of public relations, financing and corporate development activities of the
Company. To a large degree, this was caused by fewer issuances of shares and
warrants for services resulting in deferred compensation charged to public
relations and consulting expenses which totaled approximately $136,000 in 2006
compared to approximately $530,000 in 2005.

Research and Development Expenses
---------------------------------

Research and development expenses increased $266,145 to $766,698 during the
three months ended November 30, 2006 compared to $500,553 during the three
months ended November 30, 2005. The increase in 2006 resulted primarily from the
Company's increase in research and development expenses which included payments
to the Collaborative Research Agreement, increased expenses in R&D materials for
pre-clinical trials and increased expenses on outside testing.


Liquidity and Capital Resources
-------------------------------

Since inception, the Company has financed its operations from private
financings, the exercise of warrants and interest income. The company has
suffered significant recurring losses from operations since inception and had a
working capital deficit of $153,934 at November 30, 2006.

Financing
---------

Cash flow from financing activities was $1,474,000 in the six months ended
November 30, 2006, compared to $5,603,352 in the six months ended November 30,
2005. The Company was able to raise approximately $720,000 from the sale of
Regulation S stock, approximately $3.5 million from private placements and
approximately $1.5 million from exercises of warrants for the six months ended
November 30, 2005 while approximately $1.45 million was raised from private
placements during the six months ended November 30, 2006.

The Company did not issue any Regulation S stock during the six months ended
November 30, 2006. At November 30, 2006, 2,500,000 Regulation S common shares
were held in trust by a financial custodian.

                                       7

<PAGE>

Warrants
--------

As of November 30, 2006, the Company had outstanding warrants to purchase
18,020,516 common shares.

During the six months ended November 30, 2006, the Company granted an aggregate
of 2,910,000 warrants from the private placements completed during the period.
Each warrant entitles the warrant holder to acquire one share of the Company's
common stock at an exercise price of $0.75 up to 24 months commencing from the
effective date of the Company's proposed Registration Statement.

The following table summarizes information about the warrants issued by the
Company during the six months ended November 30, 2006:

<TABLE>
                                                                                                    Weighted
                                                                                                     Average
                                                                                Number of Shares Exercise price
                                                                                ---------------- ---------------

<S>                            <C> <C>                                               <C>         <C>
                   Balance, May 31, 2006  - Regular                                  10,689,491  $          0.46
                   Balance, May 31, 2006 - Series "A"                                 5,358,220             0.65
                   Balance, May 31, 2006 - Series "B"                                 3,904,998             0.70
                   Balance, May 31, 2006 - Series "C"                                   229,305             0.66
                                                                                ---------------- ---------------

                   Balance, May 31, 2006                                             20,182,014             0.55
                                                                                ---------------- ---------------

                   Regular:
                         Issued - private placement                                   2,910,000             0.75
                         Exercised                                                   (1,091,500)            0.07
                         Expired                                                        (75,000)            0.50

                   Series "A":
                         Expired                                                     (3,904,998)            0.65
                                                                                ---------------- ---------------

                   Balance, November 30, 2006  - Regular                             12,432,991             0.56
                   Balance, November 30, 2006 - Series "A"                            1,453,222             0.66
                   Balance, November 30, 2006 - Series "B"                            3,904,998             0.70
                   Balance, November 30, 2006 - Series "C"                              229,305             0.66
                                                                                ---------------- ---------------

                   Balance, November 30, 2006 (Unaudited)                            18,020,516  $          0.60
                                                                                ================ ===============
</TABLE>

During the six months ended November 30, 2006, the board of directors approved
an extension to the expiry date of the following outstanding warrants:

        Number of Warrants                 From                       To
        ------------------                 ----                       --
              71,429                September 8, 2006           March 8, 2007
              500,000                October 24, 2006           April 24, 2007
             1,000,000               November 5, 2006            May 5, 2007

As a result of the warrant extensions, the Company recognized $976 and $254 of
public relations expense and finance fees, respectively.

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 seven years from the date of grant. Stock options granted generally vest
over a period of six months to two years.

As of November 30, 2006, the Company had outstanding options to purchase
16,605,000 common shares.

During the six months ended November 30, 2006, the Company granted an aggregate
of 570,000 stock options to employees of the Company. Each option entitles its
holder to acquire one common share of the Company at prices ranging from $0.56
to $0.67 per share, vests immediately or at a specified time, and expires up to
five years from date of grant.

                                       8

<PAGE>

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.

During the six months ended November 30, 2006, the board of directors approved
an extension to the expiry date of the following outstanding options:

         Number of Options                From                         To
         -----------------                ----                         --
              100,000               August 30, 2006             August 30, 2011
              100,000               August 30, 2006             August 30, 2010
              200,000               August 30, 2006             August 30, 2009

As a result of the option extensions, the Company recognized an additional
$104,865 of stock-based compensation in the statement of operations.

Cash Position
-------------

At November 30, 2006, the Company had cash and cash equivalents of $355,261
compared to $1,573,822 at May 31, 2006. The decrease in the Company's cash
position is due to a decrease in the funding provided by the Company's financing
activities. Additionally, significant funds were used for research and
development costs which doubled during the six months ended November 30, 2006
compared to the same period in 2005.

The Company intends to continue to raise additional funds through equity
financings via private placements, as it may need to raise additional capital to
fund operations over the long-term. There can be no guarantee that such funds
will be available to the Company.

Off-Balance Sheet Arrangements
------------------------------

We do not have any off-balance sheet arrangements.

Recently Issued Accounting Standards
------------------------------------

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair Value Measures". This Statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), expands disclosures about fair value measurements, and applies under
other accounting pronouncements that require or permit fair value measurements.
SFAS No. 157 does not require any new fair value measurements. However, the FASB
anticipates that for some entities, the application of SFAS No. 157 will change
current practice. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, which for the Company would be
the fiscal year beginning June 1, 2008. The Company is currently evaluating the
impact of SFAS No. 157 but does not expect that it will have a material impact
on its financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108
but does not expect that it will have a material effect on its financial
statements.

RISK FACTORS

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

                                       9

<PAGE>

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

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

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

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

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

Since inception, the Company has suffered recurring losses, totaling
$36,117,108 as of November 30, 2006. The Company has funded its operations
through the issuance of common stock, and through related party loans since
inception, in order to meet its strategic objectives. The Company anticipates
that losses will continue until such time, if ever, as the Company is able to
generate sufficient revenues to support its operations. The Company's ability to
generate revenue primarily depends on its success in completing development and
obtaining regulatory approvals for the commercial sale of the products under
development. There can be no assurance that any such events will occur, that the
Company will attain revenues from commercialization of its products, or that the
Company will ever achieve profitable operations.

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

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

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

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

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<PAGE>

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

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

The Company's capital requirements have been and will continue to be
significant. The Company will be dependant on future financing to fund its
research and development as well as other working capital requirements. The
Company estimates that its current working capital will support its activities
for no more than four months. After that time, the Company will need additional
financing. The Company is currently anticipating further subscriptions for its
common stock, but there can be no assurance that these subscriptions will be
forthcoming or that they will result in sufficient capital for the Company to
meet its current and expected working capital needs. It is not anticipated that
any of the officers, directors or current shareholders of the Company will
provide any significant portion of the Company's future financing requirements.
Furthermore, in the event that the Company's plans change, its assumptions
change or prove inaccurate, or its capital resources prove to be insufficient to
fund operations, the Company could be required to seek additional financing
sooner than currently anticipated, or in greater amounts than is currently
anticipated. Any inability to obtain additional financing when needed would have
a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or possibly cease its operations. In addition,
any future equity financing may involve substantial dilution to the Company's
existing shareholders.

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

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

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

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

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<PAGE>

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

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

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

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

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

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

GOING CONCERN RISK

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

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
November 30, 2006 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

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<PAGE>

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to August 31, 2006 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

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

During the three months ended November 30, 2006, 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 November 8, 2006, the Company completed a private placement of 1,400,000
units at a price of $0.50 per unit for total proceeds of $700,000. Each unit is
comprised of one common share and one non-transferable share purchase warrant.
Each warrant entitles the holder to purchase one additional common share at an
exercise price of $0.75 per share for a period of up to two years from
registration of the underlying warrant shares.

On October 16, 2006, the Company completed a private placement of 600,000 units
at a price of $0.50 per unit for total proceeds of $300,000. Each unit is
comprised of one common share and one non-transferable share purchase warrant.
Each warrant entitles the holder to purchase one additional common share at an
exercise price of $0.75 per share for a period of up to two years from
registration of the underlying warrant shares.

The Company intends to file a registration statement on Form SB-2 to register
the abovementioned private placements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

3.1      Articles of Incorporation of the Registrant (1)
3.2      By-laws of the Registrant (1)
31.1     Section 302 Certification of CEO
31.2     Section 302 Certification of CFO
32.1     Section 906 Certification of CEO
32.2     Section 906 Certification of CFO

--------------------------------------------


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<PAGE>

(1)      Previously filed as an Exhibit to MIV Therapeutics, Inc.'s registration
         statement on Form 10-SB filed April 25, 2000.

                                   SIGNATURES

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

Date:  January 14, 2007                     MIV Therapeutics, Inc.


                                            /s/ Alan Lindsay
                                            -------------------------
                                            Alan Lindsay
                                            Chairman and CEO


                                            /s/ Patrick McGowan
                                            -------------------------
                                             Patrick McGowan
                                             CFO


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