<PAGE>

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

                                   FORM 10-QSB
                                   (Mark One)

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

                For the quarterly period ended: February 29, 2004

                                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)

     Indicate by 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 an accelerated
               filer (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                            37,020,567
            (Class)                           (Outstanding as of March 31, 2004)





<PAGE>

                             MIV THERAPEUTICS, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

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

Consolidated Statement of Operations........................................F-2

Consolidated Statement of Cash Flows........................................F-4

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

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

Item 3   Quantitative and Qualitative Disclosure About Market Risk..........7

Item 4   Controls and Procedures............................................11

Part II  OTHER INFORMATION

Item 1   Legal Proceedings..................................................11

Item 2   Changes in Securities and Use of Proceeds..........................12

Item 3   Defaults Upon Senior Securities....................................12

Item 4   Submission of Matters to a Vote of Security Holders................12

Item 5   Other Information..................................................13

Item 6   Exhibits and Reports on Form 8-K...................................13

Signatures..................................................................13

Certifications..............................................................14





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)





<PAGE>
<TABLE>

                                         MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)

                                          CONDENSED CONSOLIDATED BALANCE SHEET
                                                       (UNAUDITED)
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                                             FEBRUARY 29             MAY 31
                                                                                 2004                 2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                  <C>
ASSETS
CURRENT
     Cash and cash equivalents                                           $          48,377    $          11,614
     Prepaid expenses and deposits                                                 332,036               46,819
     Other receivable                                                              166,273              165,485
                                                                         ----------------------------------------
                                                                                   546,686              223,918
INVESTMENT, at cost                                                                -                     50,000
PLANT AND EQUIPMENT, net                                                           208,181              312,179
                                                                         ----------------------------------------

                                                                         $         754,867    $         586,097
=================================================================================================================

LIABILITIES
CURRENT
     Accounts payable and accrued liabilities                            $         296,516    $         448,959
     Due to related parties                                                        148,161              136,983
                                                                         ----------------------------------------
                                                                                   444,677              585,942
LOAN PAYABLE                                                                       -                    500,000
                                                                         ----------------------------------------
                                                                                   444,677            1,085,942
                                                                         ----------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

CAPITAL STOCK
     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:
         31,759,123 common shares at February 29, 2004 and 24,577,047
           common shares at May 31, 2003                                            31,759               24,577

ADDITIONAL PAID-IN CAPITAL                                                      12,622,173            9,403,308
WARRANTS                                                                         2,036,434            2,093,760
DEFERRED COMPENSATION                                                             (323,542)             (48,649)
COMMON STOCK ISSUABLE                                                              -                     31,244
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                               (13,997,964)         (11,952,336)
ACCUMULATED OTHER COMPREHENSIVE LOSS                                               (58,670)             (51,749)
                                                                         ----------------------------------------
                                                                                   310,190             (499,845)
                                                                         ----------------------------------------

                                                                         $         754,867    $         586,097
=================================================================================================================

                        See accompanying notes to the condensed consolidated financial statements
                                                           F-1
</TABLE>





<PAGE>
<TABLE>

                                              MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)

                                          CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                            (UNAUDITED)
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      PERIOD FROM
                                                                                                                     INCORPORATION
                                                                                                                       JANUARY 20
                                           THREE MONTHS ENDED                       NINE MONTHS ENDED                   1999 TO
                                               FEBRUARY 29                             FEBRUARY 29                    FEBRUARY 29
                                        2004                2003                 2004                2003                 2004
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                  <C>                <C>
EXPENSES
     General and
       administrative (1)        $         487,799   $         339,975    $       1,470,936    $      1,313,936   $       6,964,114
     Stock based compensation
       (2)                                  59,976              63,544               59,976             187,511           3,486,641
     Research and development
       (3)                                 160,301             119,397              401,514             583,087           3,091,050
     Depreciation                           37,184              38,901              109,877             114,367             541,383
     Interest expense
       (recovery)                          (11,234)              3,595               -                   19,624             875,807
     Licenses acquired charged
       to operations                        -                   -                    -                  150,000             479,780
                                 ---------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                      (734,026)           (565,412)          (2,042,303)         (2,368,525)        (15,438,775)

GAIN ON EXTINGUISHMENT OF DEBT             450,000              -                   450,000               -                 450,000

GAIN (LOSS) ON FOREIGN EXCHANGE              2,379              -                   (13,928)              -                 (25,047)
INTEREST INCOME                                 89              -                        89               -                  49,856
                                 ---------------------------------------------------------------------------------------------------

LOSS FOR THE PERIOD BEFORE
  MINORITY INTEREST                       (281,558)           (565,412)         (1,606,142)          (2,368,525)        (14,963,966)

LESS:  MINORITY INTEREST SHARE
  OF LOSS                                   -                   -                    -                    -               1,224,308
                                 ---------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD          $        (281,558)  $        (565,412)   $     (1,606,142)    $     (2,368,525)  $     (13,739,658)
====================================================================================================================================
BASIC AND FULLY DILUTED LOSS
  PER SHARE                      $          (0.01)   $          (0.03)    $         (0.06)     $          (0.12)
==================================================================================================================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING             30,797,279          20,329,143          29,019,817           19,265,059
==================================================================================================================

                                                                F-2





<PAGE>

                                              MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)

                                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
                                                            (UNAUDITED)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      PERIOD FROM
                                                                                                                     INCORPORATION
                                                                                                                       JANUARY 20
                                           THREE MONTHS ENDED                       NINE MONTHS ENDED                   1999 TO
                                               FEBRUARY 29                             FEBRUARY 29                    FEBRUARY 29
                                        2004                2003                 2004                2003                 2004
------------------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE LOSS
     Net loss for the period      $        (281,558)  $        (565,412)   $     (1,606,142)   $     (2,368,525)
     Foreign currency
       translation adjustment                (2,067)            (87,861)             (6,921)             (3,866)
                                  --------------------------------------------------------------------------------

TOTAL COMPREHENSIVE LOSS          $        (283,625)  $        (653,273)   $     (1,613,063)   $     (2,372,391)
==================================================================================================================

</TABLE>

Notes:

(1) An amount of $1,014,841 (2003 - $681,004) representing the fair value of
common shares and warrants issued to consultants, directors and employees for
services provided is included in general and administrative expenses for the
nine month period ended February 29, 2004.

(2) Stock based compensation represents the fair value of stock options granted
to consultants and the calculation of the fair value at the date of grant is
more fully disclosed in Note 2.

(3) An amount of $130,192 (2003 - $234,342) representing the fair value of
common shares and warrants issued to consultants, directors and employees for
services provided is included in research and development expenses for the nine
month period ended February 29, 2004.

    See accompanying notes to the condensed consolidated financial statements

                                       F-3





<PAGE>
<TABLE>
                                         MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)

                                     CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                       (UNAUDITED)
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                                                                                       PERIOD FROM
                                                                                                      INCORPORATION
                                                                                                        JANUARY 20
                                                                      NINE MONTHS ENDED                  1999 TO
                                                                         FEBRUARY 29                   FEBRUARY 29
                                                                   2004               2003                 2004
-----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                <C>
OPERATING ACTIVITIES
     Loss for the period, before minority interest          $    (1,606,142)    $     (2,368,525)  $      (14,963,966)

     Adjustments to reconcile loss to net cash used in
       operating activities
         Stock based compensation                                    59,976              187,511            3,486,641
         Stock issued for services                                1,055,069              712,814            3,078,461
         Interest expense on related party loan                      -                    -                   850,000
         Depreciation                                               109,877              114,367              541,383
         Leasehold improvements written down                         -                    -                    13,300
         Intangible asset impairment                                 -                   150,000              150,000
         Gain on extinguishment of debt                            (450,000)              -                  (450,000)

     Changes in non-cash working capital items:
         Other receivable                                              (788)              (3,333)            (166,429)
         Prepaid expenses and deposits                             (219,856)              (2,900)            (267,354)
         Accounts payable and accrued liabilities                  (152,443)              11,450              321,133
                                                            ------------------------------------------------------------
                                                                 (1,204,307)          (1,198,616)          (7,406,831)
                                                            ------------------------------------------------------------

FINANCING ACTIVITIES
     Issuance of common stock and warrants for cash, less
       share issuance costs                                       1,242,692              244,994            5,793,593
     Due to related parties                                          11,178               -                   998,161
     Cash acquired in reverse acquisition                            -                    -                    13,824
     Loan payable                                                    -                   500,000              500,000
     Common stock redemption                                         -                    -                  (120,000)
     Subscriptions received                                          -                   587,506            1,357,310
                                                            ------------------------------------------------------------
                                                                  1,253,870            1,312,500            8,542,888
                                                            ------------------------------------------------------------

INVESTING ACTIVITIES
     Acquisition of license                                          -                    -                  (200,000)
     Purchases of plant and equipment                                (5,879)             (35,074)            (767,782)
                                                            ------------------------------------------------------------
                                                                     (5,879)             (35,074)            (967,782)
                                                            ------------------------------------------------------------

FOREIGN EXCHANGE EFFECT ON CASH                                      (6,921)              (3,866)            (119,898)
                                                            ------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                            36,763               74,944               48,377

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       11,614                4,536              -
                                                            ------------------------------------------------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $        48,377     $         79,480   $           48,377
========================================================================================================================

                        See accompanying notes to the condensed consolidated financial statements

                                                           F-4
</TABLE>





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

           CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:

During the nine months ended February 29, 2004, the Company issued:

a)   2,138,405 common shares pursuant to the "2003 Non-Qualified Stock
     Compensation Plan" for services rendered and to be rendered at a value of
     $936,676. Accordingly, $725,898 has been charged to operations, $145,417 is
     recorded as deferred compensation, and $65,361 is recorded as prepaid
     expenses.

b)   2,250,000 warrants for services rendered and to be rendered at a value of
     $458,647. Accordingly, $280,522 has been charged to operations and $178,125
     is recorded as deferred compensation.

During the nine months ended February 28, 2003, the Company issued:

a)   235,294 common shares for settlement of accounts payable and accrued
     liabilities totaling $110,835;

b)   971,953 common shares for services rendered at a value of $350,164;

c)   2,350,000 warrants for services rendered at a value of $600,989.

                                       F-5





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared by the Company pursuant to the rules and regulations of the
     Securities and Exchange Commission ("SEC") and, in the opinion of
     management, include all adjustments (consisting of normal recurring
     accruals) necessary for fair presentation of financial position, results of
     operations and cash flows for the interim periods. Certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to the rules and regulations of the SEC. The
     Company believes that the disclosures contained herein are adequate to make
     the information presented not misleading. The statements of operations for
     the nine months ended February 29, 2004 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 2003 Annual Report on Form 10-K for the year ended May 31, 2003.

     The condensed consolidated financial statements have been prepared on a
     going concern basis, which contemplated the realization of assets and
     satisfaction of liabilities in the normal course of business. Recurring
     losses from operations and operating cash constraints are potential
     factors, which, among others, may indicate that the Company will be unable
     to continue as a going concern for a reasonable period of time. The
     independent auditors' report on the May 31, 2003 financial statements
     stated the Company's "dependence on outside financing, lack of sufficient
     working capital and continuing losses from operations raise substantial
     doubt about the Company's ability to continue as a going concern". These
     factors, among others, raise substantial doubt about the Company's ability
     to continue as a going concern. The financial statements do not include any
     adjustments that might result from the outcome of this uncertainty.

     The financial statements do not include adjustments relating to
     recoverability and classification of recorded assets amounts, or the
     amounts and classification of liabilities that might be necessary should
     the Company be unable to continue as a going concern. The Company's ability
     to continue as a going concern is dependent upon its ability to generate
     sufficient cash flow to meet its obligations on a timely basis and,
     ultimately, to attain profitable operations.

                                       F-6





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)

2.   STOCK BASED COMPENSATION

     The Company accounts for employee stock based compensation using the
     intrinsic value method prescribed in Accounting Principles Board Opinion
     No. 25 - "Accounting for Stock Issued to Employees", and related
     interpretations. Accordingly, compensation cost for stock options is
     measured as the excess, if any, of the fair value of the Company's common
     stock at the date of the grant over the amount an employee must pay to
     acquire the common stock. Non-employee stock based compensation is
     accounted for using the fair value method in accordance with SFAS No. 123 -
     "Accounting for Stock Based Compensation".

     Had compensation expense for the Company's stock option plans been
     determined based on the fair value at the grant date for awards under these
     plans, the Company's net loss and net loss per share would have
     approximated the pro forma amounts indicated below.

     The following illustrates the effect on net loss and net loss per share if
     the Company had accounted for stock option granted using the fair value
     method:
<TABLE>
<CAPTION>
                                                                                   2004                 2003
                                                                            -----------------------------------------
<S>                                                                         <C>                 <C>
    Net loss - as reported                                                  $     (1,606,142)   $     (2,368,525)

    Add:     Stock-based  compensation  expense  included in net loss - as
             reported                                                                 59,976             187,511

    Less:    Stock-based compensation expense determined          under
    fair value method                                                               (262,429)           (224,625)
                                                                            -----------------------------------------

    Net loss - pro forma                                                    $     (1,808,595)   $     (2,405,639)
                                                                            =========================================

    Net loss per share (basic and diluted) - as reported                    $         (0.06)    $          (0.12)
    Net loss per share (basic and diluted) - pro-forma                      $         (0.06)    $          (0.12)
</TABLE>

     The fair value of the stock options included in the preceding pro forma
     amounts was estimated using the Black-Scholes option-pricing model and is
     amortized over the vesting period of the underlying options. The
     assumptions used to calculate the pro-forma disclosure and the weighted
     average information are as follows:

                                              2004                 2003
                                      --------------------- --------------------

    Risk-free interest rate                  5.25%                 5.25%
    Expected dividend yield                    0%                    0%
    Expected lives                          5 YEARS               5 years

    Expected volatility                       195%                  195%

                                       F-7





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)

3.   INVESTMENT

     The investment was disposed of as a result of the default on the loan
     interest payment due June 2, 2003 (Note 4).

4.   LOAN PAYABLE

     The loan payable was secured by the investment in 1,200,000 class A common
     shares of Endovasc Ltd. Inc. The loan was repayable on December 30, 2005,
     bearing interest equal to the London Interbank offered rate plus 1% per
     annum. Interest was payable semi-annually commencing on June 2, 2003.

     As a result of a court order granted by the Supreme Court of British
     Columbia on January 8, 2004, the company recognized a gain on
     extinguishment of debt totaling $450,000, and cancelled interest accrued
     totaling $12,249. The court order granted, was a declaration that the
     company's debt to International Mercantile Holding Group Inc. was repaid in
     full from the proceeds of the sale of the shares of Endovasc Ltd. Inc. that
     were pledged as collateral.

5.   RELATED PARTY TRANSACTIONS

     a)  During the three month period ended February 29, 2004, the Company paid
         $58,244 (2003 - $50,654) in management fees to directors of the
         Company. At February 29, 2004, $148,161 (2003 - $80,788) is payable to
         the Chief Executive Officer of the Company for accrued salary and
         expenses paid on behalf of the Company, of which $99,500 is secured by
         the assets of the Company.

     b)  During the three month period ended February 29, 2004, the Company
         issued 15,400 (2003 - Nil) common shares at a value of $5,638 (2003 -
         $Nil) to a director of the Company for compensation expense.

                                       F-8





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)

6.   CAPITAL STOCK

     a)  The Company issued 6,000,000 common shares to a financial custodian
         acting as trustee pursuant to a listing of the Company's shares on the
         Frankfurt Stock Exchange. The Company is conducting a Regulation S
         Offering through the facilities of the Berlin Stock Exchange to raise
         capital in mainly German speaking countries. Up to a maximum of
         10,000,000 Regulation S shares of the Company will be offered through
         the Exchange at a price of $0.50 to non-U.S. persons only. The trustee
         will receive a fee of 3% of the total value of the shares held in trust
         to be paid in equal installments of 30,000 common shares per month over
         a ten month period, assuming the maximum offering is sold. The shares
         may only be traded on German stock exchanges pursuant to Regulation S.

         During the three months ended February 29, 2004, a total of 364,096
         Regulation S shares have been sold for total proceeds of $204,860.

         As at February 29, 2004, the trustee has received a fee of 55,107
         Regulation S shares valued at $25,753.

         During the three month period ended February 29, 2004, the Company
         entered into a consulting agreement by the Company will: (a) pay a
         finder's fee of 25% of the capital raised through the sale of
         Regulation S stock; (b) issue 100,000 Regulation S stock; and (c) loan
         50,000 Regulation S stock as security for non-paid commissions. As at
         February 29, 2004, 150,000 Regulation S stock has been issued to the
         consultant for fees and collateral for outstanding commissions.

     b)  During the three month period ended February 29, 2004, the Company
         granted 670,000 stock options to employees and directors exercisable at
         $0.30 per share until December 16, 2007, and granted 200,000 stock
         options to consultants exercisable at $0.50 per share until December
         16, 2007.

7.   SUBSEQUENT EVENTS

     a)  On March 18, 2004, the Company issued 50,000 common shares to a former
         director of the Company for stock options exercised at a price of $0.50
         per share, for total proceeds of $25,000.

                                       F-9





<PAGE>

                     MIV THERAPEUTICS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                FEBRUARY 29, 2004
                                   (UNAUDITED)

7. SUBSEQUENT EVENTS (Continued)

     b)  On March 18, 2004, the Company issued 5,194,444 common shares at a
         price of $0.45 per share. Investors also received 2,597,221 Series "A"
         Warrants to purchase additional shares for $0.66 per share until March
         18, 2009, and an additional right (Series "B" Warrants) to purchase
         2,597,221 shares for $0.66 and 1,298,661 shares for $0.75 until
         September 18, 2004.

         The Company also issued additional 519,444 Placement Agent Warrants
         (Series "C" Warrants) in connection with this offering to its financial
         advisor. Each warrant entitles the holder to purchase one common share
         at a price of $0.66 per share until March 18, 2009. All of the shares
         and warrants issued are subject to a registration rights agreement.

                                      F-10





<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 ref
er to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

PLAN OF OPERATIONS

The Company is developing and has acquired a family of medical device
technologies that form the basis of its product development programs. The
Company's proprietary products are derived from its expertise in minimally
invasive implantable devices and from a series of licensed technologies for
novel coating and drug delivery technologies.

The Company's core technologies are the basis for the following products that
are in various stages of commercial development:

     1.   Laser-cut coronary stent - in commercial manufacturing
     2.   Biocompatible coating for stents and drug delivery applications

     3.   Drug-eluting stent - in preclinical development
     4.   ANGIOGENIX(TM)- (as a therapeutic coating for stents)
          At the present time, this project is under review.

In addition, the Company intends to use its proprietary coating and
drug-delivery technologies to develop a series of drug-delivery devices that
offer the benefits of local, sustained delivery of therapeutic agents. The
combination of these features would position MIV Therapeutics as a leader in the
rapidly growing drug delivery sector.

Over the next 2-3 years, the Company intends to expand the volume of
manufacturing of its existing laser-cut stent through private-label agreements
and distribution agreements, targeting markets in countries where a
cost-effective coronary stent would be a competitive product. During this same
timeframe, the Company intends to complete development and obtain a CE mark for
its biocompatible coated stents, which can then be marketed internationally
through agreements with major medical device marketing partners. The initial
focus will be on coated stents for use in angioplasty procedures, where a
biocompatible product is required to prevent the development of restenosis.

                                       3





<PAGE>

In addition, MIVT has established a joint venture with Endovasc to develop a
novel biodegradable stent technology that offers the potential for the
commercial development of resorbable medical devices for local drug delivery
applications as well as an ANGIOGENIX(TM) drug coating for stents. This joint
venture is currently under review.

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.

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 quarter
ended February 29, 2004, the Company posted loss from operations of $734,026 and
a net loss of $281,558, compared to a net loss of $565,412 for the three months
ended February 28, 2003. Most of the difference in net loss is attributable to
the gain on extinguishment of debt of $450,000.

Working capital increased from a deficit of $142,530 (February 28, 2003) to a
surplus of $102,009 (February 29, 2004). The increase in the working capital is
due primarily to decreases in accounts payable and accrued liabilities, and the
extinguishment of $450,000 of debt.

The Company's main focus during the three months ended February 29, 2004, has
been the continued research and development of
its biocompatible coatings for stent and drug delivery systems.

                        GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $487,799 during the quarter
ended February 29, 2004, compared to $339,975 for the quarter ended February 28,
2003. The increase in 2004 is mainly due to the increase in the Company's
administrative expenses that have occurred as a result of an increase in
research and development, testing of medical devices, financing costs, legal
expenses, business development and public relations activities.

                         RESEARCH & DEVELOPMENT EXPENSES

Research and developmental costs increased during the quarter ended February 29,
2004, to $160,301 compared to $119,397 for the quarter ended February 28, 2003.
The increase in 2004 resulted primarily from the Company's increase in research
and development on its coating technology which has resulted in the achievement
of significant milestones.

                                       4





<PAGE>

                              DEPRECIATION EXPENSE

Depreciation expenses remained fairly constant at $37,184 during the quarter
ended February 29, 2004, compared to $38,901 for the quarter ended February 28,
2003.

                         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 and has working capital of $102,009 (current assets less
current liabilities), which raises substantial doubt about its ability to
continue as a going concern. While additional capital is needed for the Company
to successfully achieve its business goal, it is a substantial improvement since
the previous quarter that the Company has moved from a deficit to a surplus in
its working capital account.

                                    FINANCING

The Company's capital requirements have been and will continue to be
significant. As of February 29, 2004, the Company had a working capital surplus
of $102,009.

Cash flow from financing activities decreased to $1,253,870 for the nine months
ended February 29, 2004, compared to $1,312,500 for the same period in 2003. The
financing activities consisted of the private placement of warrants and common
shares for cash.

The Company issued warrants and common shares to employees, officers, directors,
and consultants for services valued at $1,055,069 during the nine months ended
February 29, 2004, compared to $712,814 for the same period in 2003.

                                    WARRANTS

As at February 29, 2004, the Company has outstanding warrants to purchase
13,821,985 common shares.

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

                                                              Number of
Quarter ended February 29, 2004                               underlying shares
-------------------------------                               -----------------

Warrants outstanding - November 30, 2003                      13,288,413
Warrants issued                                                  533,572
Warrants expired                                                       0
Balance, end of period - February 29, 2004                    13,821,985

                                       5





<PAGE>

                            STOCK-BASED COMPENSATION

Under the Company's 2001 Stock Option Compensation Plan, a total of 5,000,000
options may be granted. The Company has granted these incentive stock options to
employees, consultants, officers and directors of the Company.

At February 29, 2004, the Company had 4,180,000 options outstanding. During the
three months ended February 29, 2004, the Company granted 870,000 options and
365,000 options terminated.

The following table summarizes information about the stock options issued by the
Company:

                                                Number of       Weighted Average
Quarter ended February 29, 2004                 Options         Exercise Price
-------------------------------                 ---------       --------------

Options outstanding - November 30, 2003         3,675,000        $0.53
Options issued                                    870,000
Options cancelled                                 365,000
Balance, end of period - February 29, 2004      4,180,000        $0.48

                                  CASH POSITION

At February 29, 2004, the Company had cash and cash equivalents of $48,377
compared to a cash position of $79,480 at February 28, 2003. The decrease in the
Company's cash position is due primarily to an increase in the scope of the
Company's operations.

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. Subsequent to the period covered by this
quarterly report, the Company sold an aggregate of 5,194,444 Units for an
aggregate of $2,337,500 in proceeds to the Company before deducting expenses of
the offering. The funds are for general working capital.

                     ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable and accrued liabilities decreased in the quarter ended February
29, 2004 to $296,516 compared to $449,867 a year earlier at February 28, 2003.
The majority of this decrease is attributed to improved operating efficiencies.

                                       6





<PAGE>

                 CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

To date, the Company has accumulated a deficit of approximately US$14 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 strong
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.

ITEM 3            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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.

DEVELOPMENT STAGE COMPANY

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 MIVI 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.

LIMITED OPERATION HISTORY.

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 MIV's business plan or manage any growth of the MIV
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

                                       7





<PAGE>

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.

HISTORY OF LOSSES, ANTICIPATED FUTURE LOSSES.

Since inception, the Company has suffered recurring losses. 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.

UNPREDICTABILITY OF REVENUES.

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.

COMPETITION AND MARKET FACTORS.

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.

                                       8





<PAGE>

DEPENDENCE ON FINANCING.

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

DEPENDENCE MANAGEMENT AND RECRUITING.

As of February 29, 2004, the Company had 6 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 a Directors,
to provide management services to the Company. The remainder of the Company's
management has been undertaken by independent consultants. This may make it
difficult for the Company to attract capital investment sufficient to meet its
capital needs. Because the Company is in the development stage and has not yet
produced a marketable product, it will be reliant upon its ability to attract
skilled members of the Stent or medical products industries. There can be no
assurance that the Company will be able to identify suitable candidates for
employment, or to attract them to the Company should they be identified. In
addition, the Company will be heavily dependent upon creative design and
engineering skills of individuals with whom it has little familiarity, and who
may not perform as expected.

INTELLECTUAL PROPERTY RISKS.

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.

                                       9





<PAGE>

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 MIVI 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
MIVI 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.

PRODUCT LIABILITY EXPOSURE.

 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 MIVI Stent or other products developed by the Company will be
marketable. There can be no assurance that it will be able to obtain such
coverage on acceptable terms, or that any insurance policy will provide adequate
protection against potential claims. A successful product liability claim
brought against the Company may exceed any insurance coverage secured by the
Company, and could have a material adverse effect on the Company's results or
ability to continue marketing its products.

UNCERTAINTY OF HEALTHCARE REIMBURSEMENT.

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
MIVI Stent, which would have a material adverse effect on the Company's
performance.

                                       10





<PAGE>

PENNY STOCK RULE.

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.

ITEM 4.  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
August 31, 2003 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 August 31, 2003 the date of their most recent evaluation
of such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As disclosed in the Company's prior filings, the Company is currently a
Defendant in an action in the Supreme Court of British Columbia.

Management believes that it will be successful in defending against the
Plaintiff's claims. However, if the Plaintiff is successful in his action and
receives the 3,192,399 shares he is seeking, the Company's issued and
outstanding shares will increase and current shareholders would feel an
immediate dilution in the value of their shares. If the Plaintiff is awarded
monetary damages in lieu of the shares, it would have a material adverse effect
on the Company's financial position. As of the date of this report the Company
has not exchanged the Plaintiff's shares or paid any damages. The Company has
also filed a counter-claim against the Plaintiff alleging fraud, which it will
pursue even in the event that it has to exchange the Plaintiff's shares. The
counter-claim will seek to cancel the Plaintiff's shares and recoup consulting
fees previous paid to the Plaintiff.

                                       11





<PAGE>

The Company commenced an action in the Supreme Court of British Columbia on
October 6, 2003, against International Mercantile Group Inc. On January 8, 2004,
the Court made an Order declaring that the Company's debt to International
Mercantile Holding Group Inc. was extinguished by the sale of the collateral it
had pledged to the lender. This reduced the debt shown on the Company's
financial statements by $450,000 for the quarter ended February 29, 2004.

An action was commenced against Barry Migliorini and Jack Naventi doing business
as National Capital in November, 2003. The details of the action are disclosed
in the Company's Form SB-2/A as filed on December 15, 2003. Presently, the
Company has not been able to serve these Defendants and is currently seeking an
order of substitute service.

ITEM 2.  CHANGES IN SECURITIES

During the three months ended February 29, 2004, 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.

In early December, 2003, the Company accepted a subscription 71,429 Units for
$0.35 each. Each Unit consists of one common share and one non transferable
share purchase warrant to purchase an additional share for a price of $0.75 per
share until September 8, 2004 and thereafter for $1.00 until September 8, 2005.
The Units were for a subscription received in December 2003.

In late December, 2003, and January, 2004, the Company accepted subscriptions
from four investors for 402,143 units for $0.35 per unit. Each unit consists of
one common share and one warrant to purchase an additional share for $0.60 for
the first six months from the date of issuance and thereafter for $0.75 for the
next six months. The Company issued 15,714 units as finder's fees in connection
with this offering after the end of the quarter.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None.

                                       12





<PAGE>

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     3.1  Articles of Incorporation of the Registrant (1)
     3.2  By-laws of the Registrant (1)
     99.1 Section 906 Certification of CEO
     99.2 Section 906 Certification of CFO
     99.3 Press Release: Successful Fatigue Life Test Confirms Durability of MIV
          Therapeutics' Hydroxyapatite Stent Coating, dated January 20, 2004
     99.4 Press Release: MIV Therapeutics Successfully Completes
          Government-sponsored Drug-Eluting Stent Coating R&D Program, dated
          February 10, 2004
     99.5 Press Release: MIV Therapeutics' R&D Team Makes Impact on Science of
          Biomaterials, dated February 26, 2004

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

(b)  Reports on Form 8-K filed during the three months ended February 29, 2004.

     The Company did not file any current reports on Form 8-K during the three
     months ended February 29, 2004.

SIGNATURES

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

Date:  April 14, 2004                       MIV Therapeutics, Inc.

                                            s/Alan Lindsay
                                            --------------------------
                                            Alan Lindsay
                                            President

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

                                       13





<PAGE>

CERTIFICATIONS

I, Alan Lindsay, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of MIV
         Therapeutics, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report ;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14 ) for the registrant
         and have :

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;
         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation date");
                  and
         (c)      Presented in this quarterly report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         registrant's board of directors:

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls, and
         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation including
         any corrective actions with regard to significant deficiencies and
         material weaknesses.

Date:  April 14, 2004

s/Alan Lindsay
------------------
Alan Lindsay, President and CEO

                                       14





<PAGE>

I, Patrick McGowan, certify that:

7.       I have reviewed this quarterly report on Form 10-QSB of MIV
         Therapeutics, Inc.;

8.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this annual report;

9.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report ;

10.      The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14 ) for the registrant
         and have :

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;
         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  date"); and
         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation date;

11.      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         registrant's board of directors:

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls, and
         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls ; and

12.      The registrant's other certifying officers and I have indicated in this
         quarterly report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation including
         any corrective actions with regard to significant deficiencies and
         material weaknesses.

Date:  April 14, 2004

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

                                       15