<PAGE>

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


                                  FORM 10-QSB
                                   (Mark One)

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

                For the quarterly period ended: November 30, 2005

                                       Or

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

                        Commission file number: 000-32249

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

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

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

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

Check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                 Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act

                                 Yes [ ] No [X]

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

Common Stock, $0.001 par value                          66,663,143
           (Class)                         (Outstanding as of November 30, 2005)

                                       1



<PAGE>

Part I. - Financial Information

Item 1.   Financial Statements





                       MIV THERAPEUTICS INC.
                       (A development stage company)

                       Consolidated Financial Statements

                       November 30, 2005

                       (Unaudited - Prepared by Management)

                       Expressed in U.S. Dollars




                       INDEX
                       -----

                       Consolidated Balance Sheets

                       Consolidated Statements of Stockholders' Equity (Deficit)

                       Consolidated Statements of Operations

                       Consolidated Statements of Cash Flows

                       Notes to Consolidated Financial Statements

                                       2



<PAGE>

<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------------------------
                                                                      November 30             May 31
                                                                             2005               2005
-----------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>
Basis of Presentation (Note 1)

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                          $  3,745,055       $    492,709
  Accounts receivable                                                      66,423             33,742
  Due from related party (Note 4)                                              --             17,500
  Prepaid expenses and deposits                                           112,688             41,139
-----------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                    3,924,166            585,090

PROJECT ACQUISITION COSTS (Note 5)                                         85,102             53,426

PROPERTY AND EQUIPMENT, net (Note 2)                                      236,232            222,689
-----------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                         $  4,245,500       $    861,205
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables                                $    201,222       $    307,369
  Convertible debentures (Note 3)                                              --            756,080
-----------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                 201,222          1,063,449
-----------------------------------------------------------------------------------------------------

Commitments and contingent liabilities (Note 6)

STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK (Note 3)
  Authorized:
         80,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         66,663,143 common shares at November 30, 2005 and
         50,517,020 common shares at May 31, 2005                          66,664             50,517

ADDITIONAL PAID-IN CAPITAL                                             30,914,411         22,383,581

DEFERRED COMPENSATION                                                    (823,555)          (556,138)

COMMON STOCK ISSUABLE                                                      74,000            139,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                      (25,976,593)       (22,033,109)

ACCUMULATED OTHER COMPREHENSIVE LOSS                                     (210,649)          (186,095)
-----------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                    4,044,278           (202,244)
-----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $  4,245,500       $    861,205
=====================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                                 3




<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Accumulated
                                                                                                   Other        Deficit       Total
                                                                                                 Compre-    Accumulated      Stock-
                                         Common Stock         Additional  Deferred    Common    hensive      During the    holders'
                                    ------------------------    Paid-in    Compen-     Stock     Income     Development      Equity
                                       Shares        Amount     Capital    sation   Issuable     (Loss)           Stage   (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
                                                         $        $          $         $            $            $             $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>     <C>          <C>         <C>        <C>       <C>            <C>
BALANCE, May 31, 2004                40,092,993      40,093  18,032,242   (190,375)        --    (162,115) (15,424,227)   2,295,618
Issuance of common stock:
- for share subscriptions               904,215         904     217,499         --         --          --           --      218,403
- for exercise of warrants            2,320,710       2,321     605,064         --         --          --           --      607,385
- for exercise of options                75,000          75      22,425         --         --          --           --       22,500
- for services                        1,904,703       1,905     543,123   (194,968)    74,000          --           --      424,060
- for finder's fee on private
    placements completed in prior
    year                                 10,000          10         (10)        --         --          --           --           --
- in exchange of MI shares            3,209,399       3,209     613,376         --         --          --           --      616,585
- for acquisition of SagaX            2,000,000       2,000     938,000         --     65,000          --           --    1,005,000
Fair value of warrants attached to
Convertible debentures                       --          --      48,920         --         --          --           --       48,920
Warrants issued for services                 --          --     917,164   (917,164)        --          --           --           --
Stock options granted                        --          --     155,978         --         --          --           --      155,978
Amortization of deferred compensation        --          --          --    746,369         --          --           --      746,369
Beneficial conversion feature
  of convertible debentures                  --          --     289,800         --         --          --                   289,800
Comprehensive income (loss):
  Foreign currency translation
    adjustment                               --          --          --         --         --     (23,980)          --     (23,980)
  Loss for the period                        --          --          --         --         --          --   (6,608,882) (6,608,882)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2005                50,517,020      50,517  22,383,581   (556,138)   139,000    (186,095) (22,033,109)    (202,244)
====================================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS


                                                                4


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

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

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

BALANCE, May 31, 2005                    50,517,020   50,517  22,383,581   (556,138)     139,000  (186,095) (22,033,109)   (202,244)
Issuance of common stock:
- for share subscriptions - Reg S         1,704,689    1,705     718,390         --           --        --           --     720,095
              - Private Placement         7,640,239    7,640   3,452,609         --           --        --           --   3,460,249
- for exercise of warrants                2,789,016    2,789   1,458,219         --           --        --           --   1,461,008
- for exercise of options                    82,723       83      11,917         --           --        --           --      12,000
- for convertible debentures exercised    3,158,920    3,159     737,651         --           --        --           --     740,810
- for services                              770,536      771     646,334   (247,624)     (65,000)       --           --     334,481
Warrants issued for services                     --       --   1,000,067 (1,000,067)          --        --           --          --
Stock options granted                            --       --     505,643         --           --        --           --     505,643
Amortization of deferred compensation            --       --          --    980,274           --        --           --     980,274
Comprehensive income (loss):
  Foreign currency translation adjustment        --       --          --         --           --   (24,554)          --    (24,554)
  Loss for the period                            --       --          --         --           --        --   (3,943,484)(3,943,484)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, November 30, 2005               66,663,143   66,664  30,914,411   (823,555)      74,000  (210,649) (25,976,593)  4,044,278
====================================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>

                                                                5



<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by Management)
-----------------------------------------------------------------------------------------------------------------------------------
(EXPRESSED IN U.S. DOLLARS)
-----------------------------------------------------------------------------------------------------------------------------------
                                                         Period
                                                           from
                                                      inception
                                                    (January 20
                                                       1999) to               SIX MONTHS ENDED                THREE MONTHS ENDED
                                                    November 30                 NOVEMBER 30                      NOVEMBER 30
                                                           2005             2005             2004           2005              2004
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>              <C>              <C>            <C>
EXPENSES
  General and administrative (Note 7)        $       13,598,232 $      2,555,728 $      1,240,257 $    1,470,589 $         571,813
  Research and development (Note 8)                   6,153,081          842,317          403,748        500,553           216,348
  Stock-based compensation                            3,740,337          505,643                -         37,400
  Depreciation                                          825,754           71,012           85,148         20,692            78,572
  Interest expense                                      879,683                -                -              -                 -
  Licenses acquired charged to operations               479,780                -                -              -                 -
  Finance cost on convertible debentures                382,307                -                -              -                 -
  Purchased in-process research
       and development                                2,205,013                -                -              -                 -
-----------------------------------------------------------------------------------------------------------------------------------

                                                     28,264,187        3,974,700        1,729,153      2,029,234           866,733
-----------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                (28,264,187)      (3,974,700)      (1,729,153)    (2,029,234)         (866,733)

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

INTEREST INCOME                                          88,059           33,131            5,026         27,590             1,751

GAIN(LOSS) ON FOREIGN EXCHANGE                           86,800           (1,915)          (8,615)       (14,983)           (8,907)
-----------------------------------------------------------------------------------------------------------------------------------


LOSS FOR THE PERIOD BEFORE MINORITY INTEREST        (27,627,079)      (3,943,484)      (1,732,742)    (2,016,627)         (873,889)

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

NET LOSS FOR THE PERIOD                      $      (26,820,769) $    (3,943,484) $    (1,732,742) $  (2,016,627) $       (873,889)
===================================================================================================================================

LOSS PER COMMON SHARE

  - basic and diluted                        $            (1.18) $         (0.07) $         (0.04) $       (0.03) $          (0.02)
===================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                22,785,541       59,613,046       40,263,175     65,218,990        40,385,399
===================================================================================================================================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

                                                                6


<PAGE>
<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
---------------------------------------------------------------------------------------------------------------------
                                                                        Period
                                                                          from
                                                                     inception
                                                                   (January 20
                                                                      1999) to               SIX MONTHS ENDED
                                                                   November 30                  NOVEMBER 30
                                                                          2005            2005               2004
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
<S>                                                               <C>                <C>                <C>
  Net loss for the period                                         $(26,820,769)      $ (3,943,484)      $ (1,732,742)
  Adjustments to reconcile loss to
    net cash used in operating activities:
    - stock-based compensation                                       6,356,941          1,485,917            273,599
    - stock issued for other than cash                               4,378,093            334,481            117,088
    - interest expense on related party loan                           850,000                 --                 --
    - interest expense on convertible debentures                        34,730             34,730                 --
    - depreciation                                                     825,754             71,012             85,148
    - leasehold improvements written down                               13,300                 --                 --
    - purchased in-process research and development                  2,275,013                 --                 --
    - gain on extinguishment of debt                                  (462,249)                --                 --
    - provision for bad debt                                           160,000                 --                 --
    - beneficial conversion feature on convertible debenture           289,800                 --                 --
    - minority interest                                               (806,310)                --                 --
  Changes in non-cash working capital items:
    - accounts receivable                                             (226,674)           (32,681)            (8,592)
    - due from related party                                                --             17,500            (17,500)
    - prepaid expenses and deposits                                   (113,246)           (71,549)          (133,201)
    - accounts payable and other payables                              224,074           (106,147)             4,602
---------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                              (13,021,543)        (2,210,221)        (1,411,598)
---------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Issuance of common stock,
      less share issuance costs                                     15,033,659          5,653,352              2,600
  Due to related parties                                               850,000                 --            (13,585)
  Proceeds from (repayment of) convertible debentures                  755,000            (50,000)                --
  Cash acquired in reverse acquisition                                  13,824                 --                 --
  Subscriptions received                                             1,357,310                 --                 --
  Common stock redemption                                             (120,000)                --                 --
  Loan payable                                                         500,000                 --                 --
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                 18,389,793          5,603,352            (10,985)
---------------------------------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Acquisition of license                                              (200,000)                --                 --
  Purchase of property and equipment                                (1,085,128)           (84,555)          (155,547)
  Project acquisition costs                                            (85,102)           (31,676)                --
---------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                               (1,370,230)          (116,231)          (155,547)
---------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                       (252,965)           (24,554)           (15,480)
---------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     3,745,055          3,252,346         (1,593,610)
CASH AND CASH EQUIVALENTS, beginning of period                              --            492,709          2,034,530
---------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                          $  3,745,055       $  3,745,055       $    440,920
=====================================================================================================================

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

                                                           7


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       BASIS OF PRESENTATION - GOING CONCERN UNCERTAINTIES

         Since inception, the Company has suffered recurring losses, totaling
         $25,976,593 as of November 30, 2005. Management has been able to, thus
         far, 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 keep its operating costs to a minimum until cash is
         available through financing or operating activities. There are no
         assurances that the Company will be successful in achieving these
         goals. The Company anticipates that losses will continue until such
         time, if ever, as the Company is able to generate sufficient revenues
         to support its operations. The Company's ability to generate revenue
         primarily depends on its success in completing development and
         obtaining regulatory approvals for the commercialization of its stent
         technology. The Company's ability to obtain sufficient financing to
         continue the development of, and if successful, to commence the
         manufacture and sale of its products under development, if and when
         approved by the applicable regulatory agencies is uncertain. In view of
         these conditions, the ability of the Company to continue as a going
         concern is in substantial doubt and dependent upon achieving a
         profitable level of operations and on the ability of the Company to
         obtain necessary financing to fund ongoing operations. Management
         believes that its current and future plans enable it to continue as a
         going concern. These consolidated financial statements do not give
         effect to any adjustments which would be necessary should the Company
         be unable to continue as a going concern and therefore be required to
         realize its assets and discharge its liabilities in other than the
         normal course of business and at amounts different from those reflected
         in the accompanying consolidated financial statements.

         The accompanying unaudited consolidated financial statements have been
         prepared by the Company pursuant to the rules and regulations of the
         Securities and Exchange Commission ("SEC") and, in the opinion of
         management, include all adjustments (consisting of normal recurring
         accruals) necessary for fair presentation of financial position,
         results of operations and cash flows for the interim periods. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to the rules and
         regulations of the SEC. The Company believes that the disclosures
         contained herein are adequate to make the information presented not
         misleading. The statements of operations for the six months ended
         November 30, 2005 are not necessarily indicative of the results to be
         expected for the full year. These unaudited condensed consolidated
         financial statements should be read in conjunction with the audited
         financial statements and accompanying notes included in the Company's
         2005 Annual Report on Form 10-K for the year ended May 31, 2005.

                                       8


<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------
<TABLE>

2.       PROPERTY AND EQUIPMENT

                                                                              November 30, 2005
                                                          ----------------------------------------------------------
                                                                                     Accumulated           Net book
                                                                     Cost           Amortization              value
         ----------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>                   <C>
         Furniture and fixtures                           $        49,436   $             44,215  $           5,221
         Computer equipment                                       126,889                104,651             22,238
         Laboratory equipment                                     848,634                639,861            208,773
         ----------------------------------------------------------------------------------------------------------
                                                          $     1,024,959   $            788,727  $         236,232
         ===========================================================================================================

                                                                                May 31, 2005
                                                          ----------------------------------------------------------
                                                                                     Accumulated           Net book
                                                                     Cost           Amortization              value
         ----------------------------------------------------------------------------------------------------------

         Furniture and fixtures                           $        41,297   $             39,867  $           1,430
         Computer equipment                                       110,766                101,146              9,620
         Laboratory equipment                                     789,158                577,519            211,639
         Leasehold improvements                                    49,158                 49,158                  -
         ----------------------------------------------------------------------------------------------------------
                                                          $       990,379   $            767,690  $         222,689
         ===========================================================================================================
</TABLE>

3.       STOCKHOLDERS' EQUITY

         (a)      Common Stock

                  (i)      During the six month period ended November 30, 2005,
                           a total of 1,704,689 Reg S stock has been issued at a
                           price range of $0.30 to $0.51 per share for total net
                           proceeds of $720,095 (net of agent's fees of
                           $75,500).

                           As at November 30, 2005, 2,500,000 Regulation S
                           stocks are held in trust by the financial custodian.

                  (ii)     During the six month period ended November 30, 2005,
                           the Company issued an aggregate of 770,536 common
                           shares for consulting, research and development,
                           legal and employee services for a total value of
                           $527,666 being the fair value of the shares at the
                           agreement date and being expensed over the period of
                           completion of performance.

                  (iii)    During the six month period ended November 30, 2005,
                           the Company issued 2,789,016 common shares pursuant
                           to an exercise of stock purchase warrants for total
                           proceeds of $1,461,008. Of these shares, 340,949 were
                           exercised under the cashless option of the agreement.

                                       9




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (a)      Common Stock (continued)

                  (iv)     During the six month period ended November 30, 2005,
                           the Company issued 82,723 common shares pursuant to
                           an exercise of stock purchase options for total
                           proceeds of $12,000. Of these shares, 52,723 was
                           exercised under the cashless option of the agreement.

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

                  (vi)     On October 6, 2005, the Company issued 95,238 common
                           shares from a subscription received to purchase an
                           aggregate of 95,238 units at a price of $1.05 per
                           unit. Each unit is comprised of one common share and
                           one non-transferable share purchase warrant. Each
                           warrant entitles the holder to purchase one common
                           share for $1.55 per share for a period of two years
                           from the date of subscription.

                           As at November 30, 2005, the warrants had an
                           estimated fair value of $64,208 using the Black
                           Scholes Option Pricing Model.

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

                                       10




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (a)      Common Stock (continued)

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

                           As at November 30, 2005, these warrants had an
                           estimated fair value of $2,245,749 using the Black
                           Scholes Option Pricing Model.


         (b)      Warrants

                  The following table summarizes information about the warrants
                  issued by the Company:
<TABLE>
                                                                                      Weighted
                                                                                       Average
                                                              Number of Shares  Exercise price
                                                              ---------------------------------

                   <S>                                             <C>                  <C>
                   Balance, May 31, 2004                            9,386,449            0.60

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

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

                   Balance, May 31, 2005                           11,214,015            0.53
</TABLE>

                                       11




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (b)      Warrants (continued)
<TABLE>

                   <S>                                               <C>                   <C>
                   Balance, May 31, 2005                             11,214,015            0.53

                   Regular:
                      Issued - services rendered                      3,575,000            0.50
                      Issued - private placement                         95,238            1.55
                      Exercised                                        (634,290)           0.35
                      Expired                                           (30,000)           0.30
                   Series "A":
                      Issued -  private placement                     3,842,498            0.65
                      Issued -  finder's fee                             62,500            0.65
                      Exercised                                      (1,921,777)           0.66

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

                   Balance, November 30, 2005  - Regular             10,169,967            0.48
                   Balance, November 30, 2005 - Series "A"            5,358,220            0.65
                   Balance, November 30, 2005 - Series "B"            3,904,998            0.65
                   Balance, November 30, 2005 - Series "C"              229,305            0.66
                                                                ---------------------------------

                   BALANCE, NOVEMBER 30, 2005                        19,662,490            0.57
                                                                =================================
</TABLE>

         (c)      Stock Options

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

                  During the period ended November 30, 2005, the Company granted
                  1,560,000 stock options to directors, employees and a
                  consultant of the Company with an exercise price ranging from
                  $0.20 to $1.10 per share being vested in accordance with their
                  agreement and with an expiry date of five years from date of
                  grant.

                                       12




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (c)      Stock Options (continued)

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

<TABLE>
                                                      SIX MONTHS    THREE MONTHS    FISCAL YEAR
                                                           ENDED           ENDED          ENDED
                                                     November 30     November 30         May 31
                                                            2005            2005           2005
<S>                                                      <C>             <C>            <C>
                          Risk-free interest rate          3.50%           3.50%          3.50%
                          Expected life (in years)       5 years         5 years        3 years
                          Expected volatility             89.02%          80.43%         78.58%


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

                  Summary of employee stock options information for the period
                  ended November 30, 2005 is as follows:
                  ---------------------------------------------------------------------------
                                                                            Weighted Average
                                                                 Shares       Exercise Price
                  ---------------------------------------------------------------------------

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

                  Options granted                             1,560,000        0.28
                  Options exercised                             (95,000)       0.22
                  Options expired                            (1,150,000)       0.30
                  ---------------------------------------------------------------------------

                  Options outstanding, November 30, 2005      8,095,000        0.34
                  ===========================================================================
</TABLE>

                                       13




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (c)      Stock Options (continued)


                  The following summarizes information about the stock options
                  outstanding and exercisable at November 30, 2005:

<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         950,000        1.43          $ 0.17         950,000       $ 0.17
                              $ 0.20       2,560,000        4.38          $ 0.20       2,560,000       $ 0.20
                              $ 0.21         500,000        2.39          $ 0.21         500,000       $ 0.21
                              $ 0.30       1,995,000        3.76          $ 0.30       1,995,000       $ 0.30
                              $ 0.40         220,000        3.04          $ 0.40         175,000       $ 0.40
                              $ 0.50         550,000        1.78          $ 0.50         550,000       $ 0.50
                              $ 0.55         650,000        2.00          $ 0.55         650,000       $ 0.55
                              $ 0.80         110,000        4.81           $0.80          85,000        $0.80
                              $ 1.00         510,000        1.03          $ 1.00         510,000       $ 1.00
                              $ 1.10          50,000        4.98          $ 1.10          25,000       $ 1.10
                  --------------------------------------------------------------------------------------------
                       $0.17 - $1.00       8,095,000        3.15          $ 0.34       8,000,000       $ 0.34
                  ============================================================================================
</TABLE>

         (d)      Pro-forma Disclosure

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

                                       14




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.       STOCKHOLDERS' EQUITY (CONTINUED)

         (d)      Pro-forma Disclosure (continued)

<TABLE>
                  ------------------------------------------------------------------------------------------------------------------
                                                                                SIX MONTHS ENDED            THREE MONTHS ENDED
                                                                           November 30    November 30    November 30    November 30
                                                                                  2005           2004           2005           2004
                  ------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>            <C>            <C>
                  Net loss, as reported                                    $(3,943,484)   $(1,732,742)   $(2,016,627)   $  (873,889)

                    Add: Stock-based employee compensation expense
                    included in reported net loss above, net of related
                    tax effects                                                505,643             --         37,400             --

                    Deduct: Total stock-based employee compensation
                    expense determined under fair value based method for
                    all awards, net of related tax effects                    (716,758)            --       (126,588)            --
                  ------------------------------------------------------------------------------------------------------------------

                  Pro-forma loss for the period                            $(4,154,599)   $(1,732,742)   $(2,105,815)   $  (873,889)
                  ==================================================================================================================

                  Pro-forma basic and diluted loss per share               $     (0.07)   $     (0.02)   $     (0.03)   $     (0.02)
                  ==================================================================================================================
</TABLE>

4.       RELATED PARTY TRANSACTIONS

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

         During the six month period ended November 30, 2005, the Company paid
         or accrued $381,558 (2004 - $204,621) of management and consulting fees
         to four directors (2004 - three directors only) and an officer of the
         Company. Of this amount, $98,331 (2004 - $68,509) was charged to
         research and development. Included in accounts payable is $9,069 (2004
         - $6,625).

         As at November 30, 2005, an amount due from the CFO of the Company was
         fully repaid (2004 - $17,500).


5.       ACQUISITION OF SAHAJANAND MEDICAL TECHNOLOGIES INC.

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

                                       15

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

5.       ACQUISITION OF SAHAJANAND MEDICAL TECHNOLOGIES INC. (CONTINUED)

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

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

         Following the closing, the combined entity will finance the development
         of a catheterization laboratory, and upon completion, the combined
         entity will have the right (but not obligation) to acquire all right,
         title and interest in such technology at an acquisition price equal to
         100% of the production cost not to exceed $2.0 million to be paid in
         the form of cash or common stock of the Company.

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

         As at November 30, 2005, the acquisition has yet to be finalized.
         Project acquisition costs of $85,102 which represents direct costs
         incurred as a result of this acquisition, have been capitalized on the
         financial statements. These costs will be included in the total
         acquisition cost upon consummation of this transaction.


6.       COMMITMENTS AND CONTINGENT LIABILITIES

         (a)      The Company has obligations under a long-term premises lease
                  for a period of five years from January 1, 2006. The future
                  minimum rent payments for the next year is $96,858.

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

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

                                       16

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

6.       COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

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

                  On May 16, 2003, the Company delivered a Take-Over Bid
                  Circular (the "Circular") to the Plaintiff, offering to
                  exchange his common shares in MI for shares in the Company
                  pursuant to British Columbia securities laws and regulations.
                  In late May 2003, after the judgment was received, the Company
                  asked the Plaintiff to submit his MI share certificates and
                  fill in the required forms pursuant to the Circular, so that
                  the Company could comply with the judgment and exchange his
                  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 MI on a
                  one-for-one basis. These shares were issued to comply with an
                  order of the Supreme Court of British Columbia dated May 20,
                  2003.

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

                  No provision has been provided as at November 30, 2005 as the
                  outcome of this legal proceeding is uncertain at this time.


7.       GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses comprise the following:
<TABLE>
                                                                SIX MONTHS ENDED                   THREE MONTHS ENDED
                                                                   NOVEMBER 30                         NOVEMBER 30
                                                             2005               2004              2005             2004
         <S>                                        <C>                <C>               <C>               <C>
         Legal                                      $         206,576  $        101,155  $        117,740  $           38,064
         Public relations, financing and
           corporate development                            1,313,077           389,286           833,652             153,252
         Management fees                                      267,942           125,367           129,018              63,397
         Consulting                                           229,244           358,251            85,758             155,929
         Audit                                                107,131            36,912            73,849              25,648
         Operating expenses                                   431,758           229,286           230,572             135,523
                                                    --------------------------------------------------------------------------

                                                    $       2,555,728  $      1,240,257  $      1,470,589  $          571,813
                                                    ==========================================================================
</TABLE>

                                       17




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

8.       LICENSES

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

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

                  In consideration of the amendments, the Company will issue
                  200,000 common shares for a total value of $74,000 being the
                  fair value at the time of the amendment. This amount was
                  recorded as research and development costs as of May 31, 2005.
                  As of November 30, 2005, the shares have not yet been issued.

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

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

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

                  In Amendment No. 2, the contract period, work plan and total
                  costs of the existing collaborative agreement as amended by
                  Amendment No. 1 was amended. The contract period was extended
                  from December 1, 2004 to November 30, 2006 and total costs to
                  the Company was estimated at CDN$400,400, being payable over
                  the term of the Agreement at various stipulated intervals. As
                  at November 30, 2005, the Company has paid $215,000 to
                  research and development costs in accordance with Amendment
                  No. 2.

                  The Company obtained support of up to CDN$315,000 from the
                  Industrial Research Assistance Program ("IRAP") from the
                  National Research Council Canada. As at November 30, 2005, the
                  Company has received $75,350 from IRAP.

                                       18

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
November 30, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------

9.       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
                                                   ----------------------------------------------------
                                                           Period from
                                                             inception
                                                          (January 20,             SIX MONTHS ENDED
                                                              1999) to                 NOVEMBER 30
                                                          November 30,           ----------------------
                                                                  2005           2005             2004
                                                     --------------------------------------------------
<S>                                                <C>                  <C>            <C>
          SUPPLEMENTAL CASH FLOW INFORMATION:
            Interest paid in cash                  $            29,683  $           -  $             -
            Income taxes paid in cash                                -              -                -
                                                   ====================================================

          SUPPLEMENTAL NON-CASH INVESTING
            AND FINANCING ACTIVITIES:
            Debt settlement with shares            $           621,375  $           -  $             -
            Debt forgiven                                      462,249              -                -
            Conversion of convertible debentures
              and accrued interest to common shares            740,810        740,810                -
            Shares issued for service                        3,333,420        647,105          117,088
            Warrants issued for service                      3,391,702      1,000,067                -
                                                   ===================================================
</TABLE>

                                                      19

<PAGE>

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

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

PLAN OF OPERATIONS

Since inception, the Company has suffered recurring losses, totalling
$25,976,593 as of November 30, 2005. Management has been able to, thus far,
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 keep its operating costs to a minimum until cash
is available through financing or operating activities. There are no assurances
that the Company will be successful in achieving these goals. The Company
anticipates that losses will continue until such time, if ever, as the Company
is able to generate sufficient revenues to support its operations. The Company's
ability to generate revenue primarily depends on its success in completing
development and obtaining regulatory approvals for the commercialization of its
stent technology. The Company's ability to obtain sufficient financing to
continue the development of, and if successful, to commence the manufacture and
sale of its products under development, if and when approved by the applicable
regulatory agencies is uncertain. In view of these conditions, the ability of
the Company to continue as a going concern is in substantial doubt and dependent
upon achieving a profitable level of operations and on the ability of the
Company to obtain necessary financing to fund ongoing operations. Management
believes that its current and future plans enable it to continue as a going
concern. These consolidated financial statements do not give effect to any
adjustments which would be necessary should the Company be unable to continue as
a going concern and therefore be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial
statements.

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

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

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

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

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

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


                                       20

<PAGE>

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

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

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

After completing development of these products, MIVT will have successfully
transitioned itself from being a 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. No assurances, however, can be given that MIVT
will be able to produce these products, or if produced, that we will be
profitable.

Acquisition of SagaX, Inc.

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

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

As at November 30, 2005, the 2,000,000 common shares have been issued for a fair
value of $940,000 and $80,000 has been paid for the vendor's debt. As at
November 30, 2005, the balance of $65,000 of the vendor's debt has been paid in
common stock.

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

Acquisition of Sahajanand Medical Technologies Inc.

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

                                       21

<PAGE>

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

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

Following the closing, the combined entity will finance the development of a
catheterization laboratory, and upon completion, the combined entity will have
the right (but not obligation) to acquire all right, title and interest in such
technology at an acquisition price equal to 100% of the production cost not to
exceed $2.0 million to be paid in the form of cash or common stock of the
Company.

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

As at November 30, 2005, the acquisition has yet to be finalized. Project
acquisition costs of $85,102 which represents direct costs incurred as a result
of this acquisition, have been capitalized on the financial statements. These
costs will be included in the total acquisition cost upon consummation of this
transaction.

Intellectual Property

A. Patents 100% owned by MIVT

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

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

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

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

                                       22




<PAGE>

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

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

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

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

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

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

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


DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, and general administration costs. During the six and
three months ended November 30, 2005, the Company posted loss from operations of
$3,974,700 and $2,029,234, respectively, and a net loss of $3,943,484 and
$2,016,627, respectively, compared to a net loss of $1,732,742 for the six
months ended November 30, 2004 and $873,889 for the three months ended November
30, 2004. Most of the difference in net loss is attributable to an increase in
research and development, Public relations, financing and corporate development
expenses during the quarter.

Working capital increased to a surplus of $3,722,944 as of November 30, 2005
from a deficiency of $478,359 as of the last fiscal year-ended May 31, 2005. The
increase in the working capital is due primarily to increases in cash and cash
equivalents stemming from the Company's financing activities.


                                       23

<PAGE>

The Company's main focus during the six months ended November 30, 2005, has been
corporate development and continued research and development of its
biocompatible coatings for stent and drug delivery systems.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $2,555,728 during the six
months ended November 30, 2005, compared to $1,240,257 for the six months ended
November 30, 2004. It also increased to $1,470,589 during the three months ended
November 30, 2005, compared to $571,813 for the three months ended November 30,
2004.The increase in 2005 is mainly due to the increase in the Company's
financing, corporate development and public relations activities.

RESEARCH & DEVELOPMENT EXPENSES

Research and development costs increased during the six months ended November
30, 2005, to $842,317 compared to $403,748 for the six months ended November 30,
2004. It also increased during the three months ended November 30, 2005, to
$500,553 compared to $216,348 for the three months ended November 30, 2004. The
increase in 2005 resulted primarily from the Company's increase in research and
development on its coating technology which has resulted in the achievement of
significant milestones.

DEPRECIATION EXPENSE

Depreciation expenses decreased to $71,012 during the six months ended November
30, 2005, compared to $85,148 for the six months ended November 30, 2004. It
also decreased to $20,692 during the three months ended November 30, 2005,
compared to $78,572 for the three months ended November 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations from private financing,
the exercise of warrants and interest income. The company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. However, the Company currently has working capital
surplus of $3,722,944 (current assets less current liabilities). While
additional capital is needed for the Company to successfully achieve its
business goal, it is a substantial improvement since the fiscal year ended May
31, 2005.

FINANCING

The Company's capital requirements have been and will continue to be
significant. As of November 30, 2005, the Company had a working capital surplus
of $3,722,944.

The Company's cash flow from financing activities increased to $5,603,352 for
the six months ended November 30, 2005, compared to none for the same period in
2004.

The Company issued a total of 1,704,689 Reg S stock during the six month period
ended November 30, 2005. As of November 30, 2005, 2,500,000 Regulation S stocks
are held in trust by the financial custodian.

The Company issued 770,536 common shares for consulting, research & development,
legal and employee services during the six months ended November 30, 2005 for
total value of $527,666.

During the six month period ended November 30, 2005, the Company issued
2,789,016 common shares pursuant to an exercise of stock purchase warrants for
total proceeds of $1,461,008. Of these shares, 340,949 were exercised under the
cashless option of the agreement. The Company also issued 82,723 common shares
pursuant to an exercise of stock purchase options for total proceeds of $12,000.
Of these shares, 52,723 were exercised under the cashless option of the
agreement.

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

On October 6, 2005, the Company issued 95,238 common shares from a subscription
received to purchase an aggregate of 95,238 units at a price of $1.05 per unit.
Each unit is comprised of one common share and one non-transferable share
purchase warrant. Each warrant entitles the holder to purchase one common share
for $1.55 per share for a period of two years from the date of subscription.

As at November 30, 2005, the warrants had an estimated fair value of $64,208
using the Black Scholes Option Pricing Model.

                                       24




<PAGE>

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

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

As at November 30, 2005, these warrants had an estimated fair value of
$2,245,749 using the Black Scholes Option Pricing Model.

                                       25




<PAGE>

WARRANTS

The following table summarizes information about the warrants issued by the
Company as of November 30, 2005:

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

 Regular:
    Issued - services rendered                     3,575,000              0.50
    Issued - private placement                        95,238              1.55
    Exercised                                       (634,290)             0.35
    Expired                                          (30,000)             0.30
 Series "A":
    Issued -  private placement                    3,842,498              0.65
    Issued -  finder's fee                            62,500              0.65
    Exercised                                     (1,921,777)             0.66

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

 Balance, November 30, 2005 - Regular             10,169,967              0.48
 Balance, November 30, 2005 - Series "A"           5,358,220              0.65
 Balance, November 30, 2005 - Series "B"           3,904,998              0.65
 Balance, November 30, 2005 - Series "C"             229,305              0.66
                                              ---------------------------------

 BALANCE, NOVEMBER 30, 2005                       19,662,490              0.57
                                              =================================


STOCK-BASED COMPENSATION

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

During the six months period ended November 30, 2005, the Company granted
1,560,000 stock options to directors, employees and a consultant of the Company
with an exercise price ranging from $0.20 to $1.10 per share being vested in
accordance with their agreement and with an expiry date of five years from date
of grant.

The following table summarizes information about the stock options issued by the
Company as of November 30, 2005:

                                       26

<PAGE>
<TABLE>

                       Options Outstanding                            Options Exercisable
                                             Weighted
                                              Average     Weighted                        Weighted
     Range of                               Remaining      Average          Number of      Average
     Exercise       Number of options     Contractual     Exercise            options     Exercise
      Prices              Outstanding       Life (yr)        Price        Exercisable        Price
-------------------------------------------------------------------------------------------------
<S>         <C>             <C>              <C>           <C>              <C>            <C>
            $ 0.17          950,000          1.43          $ 0.17           950,000        $ 0.17
            $ 0.20        2,560,000          4.38          $ 0.20         2,560,000        $ 0.20
            $ 0.21          500,000          2.39          $ 0.21           500,000        $ 0.21
            $ 0.30        1,995,000          3.76          $ 0.30         1,995,000        $ 0.30
            $ 0.40          220,000          3.04          $ 0.40           175,000        $ 0.40
            $ 0.50          550,000          1.78          $ 0.50           550,000        $ 0.50
            $ 0.55          650,000          2.00          $ 0.55           650,000        $ 0.55
            $ 0.80          110,000          4.81          $ 0.80            85,000        $ 0.80
            $ 1.00          510,000          1.03          $ 1.00           510,000        $ 1.00
            $ 1.10           50,000          4.98          $ 1.10            25,000        $ 1.10
-------------------------------------------------------------------------------------------------
      $0.17 - $1.00       8,095,000          3.15          $ 0.34         8,000,000        $ 0.34
=================================================================================================
</TABLE>


CASH POSITION

At November 30, 2005, the Company had cash and cash equivalents of $3,745,055
compared to a cash position of $492,709 as of the last fiscal year-ended May 31,
2005. The increase in the Company's cash position is due to an increase in the
Company's financing activities.

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

ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable and accrued liabilities decreased in the quarter ended November
30, 2005 to $201,222 compared to $307,369 as of the last fiscal year-ended May
31, 2005.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

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

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

RELATED PARTY TRANSACTIONS

The following services were provided by related parties. These transactions,
recorded at exchange amounts agreed to by all parties, were as follows: during
the six month period ended November 30, 2005, the Company paid or accrued
$381,558 (2004 - $204,621) of management and consulting fees to four directors
and an officer of the Company. Of this amount, $98,331 (2004 - $68,509) was
charged to research and development. Included in accounts payable is $9,069
(2004 - $6,625).

As at November 30, 2005, an amount due from the CFO of the Company was fully
repaid (2004 - $17,500).


                                       27

<PAGE>

RISK FACTORS

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

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

Since inception, the Company has suffered recurring losses, totaling $25,976,593
as of November 30, 2005. The Company has funded its operations through the
issuance of common stock, and through related party loans since inception, in
order to meet its strategic objectives. The Company anticipates that losses will
continue until such time, if ever, as the Company is able to generate sufficient
revenues to support its operations. The Company's ability to generate revenue
primarily depends on its success in completing development and obtaining
regulatory approvals for the commercial sale of the products under development.
There can be no assurance that any such events will occur, that the Company will
attain revenues from commercialization of its products, or that the Company will
ever achieve profitable operations.

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

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

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

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

                                       28

<PAGE>

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

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

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

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

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

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

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


                                       29

<PAGE>

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

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

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

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

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

                                       30

<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 bythe 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.

                                       31

<PAGE>

GOING CONCERN RISK

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

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
November 30, 2005 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to November 30, 2005 the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.

                           PART II: OTHER INFORMATION

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

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

During the three months ended November 30, 2005, the Company issued the
following unregistered securities pursuant to prospectus exemptions contained in
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation S, and
will bear a restrictive Rule 144 legend to that effect.

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


On October 6, 2005, the Company issued 95,238 common shares from a subscription
received to purchase an aggregate of 95,238 units at a price of $1.05 per unit.
Each unit is comprised of one common share and one non-transferable share
purchase warrant. Each warrant entitles the holder to purchase one common share
for $1.55 per share for a period of two years from the date of subscription. As
at November 30, 2005, the warrants had an estimated fair value of $64,208 using
the Black Scholes Option Pricing Model.

                                       32




<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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


SIGNATURES

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

Date: January 14, 2006         MIV Therapeutics, Inc.


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

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


                                       33