<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: August 31, 2006

                                       Or

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

                        Commission file number: 000-32249

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

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

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

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

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                       70,495,895
            (Class)                    (Outstanding as of August 31, 2006)

<PAGE>

                             MIV THERAPEUTICS, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated balance sheets as of August 31, 2006 (Unaudited)
   and May 31, 2006....................................................... F-2

   Consolidated statements of operations for the three months ended
   August 31, 2006 and 2005 and for the period from inception
   (January 20, 1999) to August 31, 2006 (Unaudited)...................... F-3

   Consolidated statement of stockholders' equity as of
   August 31, 2006 (Unaudited)............................................ F-4

   Consolidated statements of cash flows for the three months ended
   August 31, 2006 and 2005 and for the period from inception
   (January 20, 1999) to August 31, 2006 (Unaudited)...................... F-5

   Notes to consolidated financial statements (Unaudited)......... F-6 to F-18

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

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

Part II  OTHER INFORMATION

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

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

Item 3   Defaults Upon Senior Securities..................................  16

Item 4   Submission of Matters to a Vote of Security Holders..............  16

Item 5   Other Information................................................  16

Item 6   Exhibits and Reports on Form 8-K.................................  17

Signatures................................................................  18


                                       2
<PAGE>


                  MIV THERAPEUTICS INC.
                  (A development stage company)

                  Consolidated Financial Statements

                  August 31, 2006

                  (Unaudited)






                  INDEX

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


                                      F-1
<PAGE>


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

---------------------------------------------------------------------------------------------------
                                                                    August 31,           May 31,
                                                                       2006               2006
---------------------------------------------------------------------------------------------------
                                                                   (Unaudited)
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                         $    558,705      $  1,573,822
  Accounts receivable                                                    123,000            56,902
  Prepaid expenses and deposits                                           82,583            84,365
---------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                     764,288         1,715,089

PROPERTY AND EQUIPMENT, net (Note 4)                                     339,303           338,786
---------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                        $  1,103,591      $  2,053,875
===================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables (Note 6)                      $    416,474      $    185,624
  Deferred lease inducement - current portion (Note 7(a))                  8,081             8,081
---------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                424,555           193,705
---------------------------------------------------------------------------------------------------

DEFERRED LEASE INDUCEMENT (Note 7(a))                                     25,589            27,609
---------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES  (Note 7)

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 5)
  Authorized:
        230,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         70,495,895 common shares at August 31, 2006 and
         68,359,964 common shares at May 31, 2006                         70,496            68,360

ADDITIONAL PAID-IN CAPITAL                                            34,346,079        33,214,382

DEFERRED COMPENSATION                                                    (73,417)         (199,569)

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

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                     (33,493,776)      (31,127,944)

ACCUMULATED OTHER COMPREHENSIVE LOSS                                    (195,935)         (196,668)
---------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                               653,447         1,832,561
---------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  1,103,591      $  2,053,875
===================================================================================================

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

                                                F-2
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Operations
(Unaudited)
-----------------------------------------------------------------------------------------------------
                                                      Period
                                                       from
                                                     inception
                                                    (January 20
                                                      1999) to             Three months ended
                                                     August 31,                August 31,
                                                       2006              2006              2005
-----------------------------------------------------------------------------------------------------

EXPENSES
  General and administrative (Notes 7 and 8)        $ 17,281,448      $  1,048,369      $  1,085,138
  Research and development                             8,853,105           839,689           341,763
  Stock-based compensation                             4,752,975           439,138           468,243
  Depreciation                                           923,558            25,062            50,320
  Interest expense and finance fees                      925,514                --                --
  Licenses acquired charged to operations                479,780                --                --
  Finance cost on convertible debentures                 382,307                --                --
  Purchased in-process research and development        2,205,013                --                --
-----------------------------------------------------------------------------------------------------
                                                      35,803,700         2,352,258         1,945,464
-----------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                                 (35,803,700)       (2,352,258)       (1,945,464)

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

INTEREST INCOME                                          143,449             6,010             5,541

GAIN (LOSS) ON FOREIGN EXCHANGE                           53,739           (19,584)           13,068
-----------------------------------------------------------------------------------------------------

LOSS FOR THE YEAR BEFORE MINORITY INTEREST           (35,144,263)       (2,365,832)       (1,926,855)

MINORITY INTEREST SHARE OF LOSS                          806,310                --                --
-----------------------------------------------------------------------------------------------------
NET LOSS                                            $(34,337,953)     $ (2,365,832)     $ (1,926,855)
=====================================================================================================

LOSS PER COMMON SHARE
  - basic and diluted                               $      (1.25)     $      (0.03)     $      (0.04)
=====================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                 27,511,898        69,389,321        54,103,389
=====================================================================================================

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

                                                 F-3
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Stockholders' Equity
(Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                          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, 2006             68,359,964    68,360     33,214,382     (199,569)     74,000     (196,668)    (31,127,944)     1,832,561
Issuance of common
  stock: (Note 5)
   - for share
     subscriptions
     - Private
     placement                910,000       910        454,090           --          --           --              --        455,000
   - for exercise
       of warrants            670,887       671           (671)          --          --           --              --             --
   - for exercise
       of options              79,294        79            (79)          --          --           --              --             --
   - for services             175,750       176        115,519      (33,346)         --           --              --         82,349
   - for license
     agreement
     (Note 3)                 300,000       300        123,700           --     (74,000)          --              --         50,000
Fair value of
  extended options                 --        --        104,865           --          --           --              --        104,865
Fair value of
  stock options
  granted                          --        --        334,273           --          --           --              --        334,273
Amortization of
  deferred
  compensation                     --        --             --      159,498          --           --              --        159,498

Comprehensive
  income (loss):
    Foreign
      currency
      translation
      adjustment                   --        --             --           --          --          733              --            733
  Net loss                         --        --             --           --          --           --      (2,365,832)    (2,365,832)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE,
  August 31, 2006          70,495,895    70,496     34,346,079      (73,417)         --     (195,935)    (33,493,776)       653,447
====================================================================================================================================

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

                                                                F-4
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
---------------------------------------------------------------------------------------------------------------------------
                                                                            Period
                                                                             from
                                                                           inception
                                                                          (January 20
                                                                            1999) to             Three months ended
                                                                           August 31,                August 31,
                                                                              2006              2006              2005
---------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                $(34,337,953)     $ (2,365,832)     $ (1,926,855)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Stock-based compensation                                               8,307,494           598,636           912,234
      Stock issued for other than cash                                       5,398,085           132,349           154,884
      Interest expense on related party loan                                   850,000                --                --
      Interest expense on convertible debentures                                34,730                --                --
      Fair value of extended warrants                                          194,844                --                --
      Depreciation                                                             923,558            25,062            50,320
      Leasehold improvements written down                                       13,300                --                --
      Project acquisition costs                                                     --                --            (5,096)
      Purchased in-process research and development                          2,125,013                --                --
      Intangible asset impairment                                              150,000                --                --
      Gain on extinguishment of debt                                          (462,249)               --                --
      Provision for bad debt                                                   160,000                --                --
      Beneficial conversion feature on convertible debenture (Note 7)          289,800                --                --
      Minority interest                                                       (806,310)               --                --
  Changes in operating assets and liabilities:
      Accounts receivable                                                     (283,251)          (66,098)          (11,100)
      Due from related party                                                        --                --            10,030
      Prepaid expenses and deposits                                            (83,141)            1,782           (48,015)
      Accounts payable and other payables                                      472,996           228,830            79,058
---------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                      (17,053,084)       (1,445,271)         (784,540)
---------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs                       15,979,909           455,000         5,018,744
  Due to related parties                                                       850,000                --                --
  Proceeds from (repayments of) convertible debentures (Note 7)                755,000                --                --
  Cash acquired in reverse acquisition                                          13,824                --                --
  Subscriptions received                                                     1,357,310                --                --
  Common stock redemption                                                     (120,000)               --                --
  Loan payable                                                                 500,000                --                --
---------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                   19,336,043           455,000         5,018,744
---------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of license                                                      (200,000)               --                --
  Purchase of property and equipment                                        (1,286,003)          (25,579)          (27,161)
---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                       (1,486,003)          (25,579)          (27,161)
---------------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                               (238,251)              733           (15,697)
---------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           558,705        (1,015,117)        4,191,346
CASH AND CASH EQUIVALENTS, beginning                                                --         1,573,822           492,709
---------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, ending                                         $    558,705      $    558,705      $  4,684,055
===========================================================================================================================

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

                                                            F-5
</TABLE>
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

1.       BASIS OF PRESENTATION

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

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

         Since inception, MIV Therapeutics Inc. (the "Company") has suffered
         recurring losses, totaling $34,337,953 as of August 31, 2006. To date,
         management has been able to finance the operations through the issuance
         of common stock, and through related party loans, in order to meet its
         strategic objectives. Management plans to continue to seek other
         sources of financing on favorable terms; however, there are no
         assurances that any such financing can be obtained on favorable terms,
         if at all. Management expects to monitor and control the Company's
         operating costs to a minimum until cash is available through financing
         or operating activities. There are no assurances that the Company will
         be successful in achieving these plans. The Company anticipates that
         losses will continue until such time, if ever, as the Company is able
         to generate sufficient revenues to support its operations. The
         Company's ability to generate revenue primarily depends on its success
         in completing development and obtaining regulatory approvals for the
         commercialization of its stent technology. The Company's ability to
         obtain sufficient financing to continue the development of, and if
         successful, to commence the manufacture and sale of its products under
         development, if and when approved by the applicable regulatory agencies
         is uncertain. In view of these conditions, the ability of the Company
         to continue as a going concern is in substantial doubt and dependent
         upon achieving a profitable level of operations and on the ability of
         the Company to obtain necessary financing to fund ongoing operations.
         Management believes that its current and future plans enable it to
         continue as a going concern. These consolidated financial statements do
         not give effect to any adjustments which would be necessary should the
         Company be unable to continue as a going concern and therefore be
         required to realize its assets and discharge its liabilities in other
         than the normal course of business and at amounts different from those
         reflected in the accompanying consolidated financial statements.


                                      F-6
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

2.       STOCK-BASED COMPENSATION

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

         The Company recorded incremental stock-based compensation expense of
         $193,773 during the quarter ended August 31, 2006 as a result of the
         adoption of SFAS No. 123R.

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

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


                                      F-7
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

2.       STOCK-BASED COMPENSATION (continued)

         The following table illustrates the effect on net income after taxes
         and net income per common share as if the Company had applied the fair
         value recognition provisions of SFAS No. 123 to stock-based
         compensation during the three months ended August 31, 2005:

<TABLE>
                                                                              Three months ended
                                                                                August 31, 2005
                                                                              -------------------
                                                                                  (Unaudited)
<S>                                                                           <C>
            Net loss                                       As reported        $       (1,926,855)
            SFAS No. 123 compensation expense              Pro-forma                    (121,927)
                                                                              -------------------

            Net loss                                       Pro-forma          $       (2,048,782)
                                                                              ===================

            Basic and diluted net loss per share           Pro-forma          $            (0.04)
                                                                              ===================
</TABLE>

3.       LICENSES

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

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

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

                  On May 19, 2005, the Company signed an amendment to the
                  existing license agreements to include some amendments in the
                  definition of "Field of Use". Also, the royalty terms were
                  amended from 2.5% to range from 2.5% to 5%, depending on the
                  nature of the related revenue.

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

         (b)      On March 15, 2004, the Company entered into a collaborative
                  research agreement with UBC to continue with exploratory
                  research on coating technology for stents for a period from
                  April 1, 2004 to March 31, 2006. During the period of the
                  agreement, various milestone payments were made to UBC for the
                  continuation of the research program, estimated to be
                  approximately CDN$220,800 (USD$164,445). As at May 31, 2004,
                  the Company had paid CDN$50,000 (USD$37,238) and charged the
                  costs to research and development.

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


                                      F-8
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

3.       LICENSES (CONTINUED)

                  In Amendment No. 1, the contract period of the existing
                  collaborative agreement was changed to April 1, 2004 to
                  November 30, 2004 and total costs to the Company were
                  estimated at CDN$110,400 (USD$87,633). As of May 31, 2005, the
                  Company had paid/accrued and recorded CDN$110,400 (USD$87,633)
                  to research and development costs in accordance with Amendment
                  No. 1.

                  In Amendment No. 2, the contract period, work plan and total
                  costs of the existing collaborative agreement as amended by
                  Amendment No. 1 were amended. The contract period was extended
                  from December 1, 2004 to November 30, 2006 and total costs to
                  the Company was estimated at CDN$400,400 (USD$317,828), being
                  payable over the term of the Agreement at various stipulated
                  intervals. As of August 31, 2006, the Company had paid
                  CDN$344,000 (USD$294,590) for research and development costs
                  in accordance with Amendment No. 2.

                  The Company obtained financial support of up to CDN$315,000
                  (USD$250,040) from the Industrial Research Assistance Program
                  ("IRAP") from the National Research Council Canada. As of
                  August 31, 2006, the Company had received CDN$185,391
                  (USD$157,806) from IRAP.

         (c)      On May 19, 2005, the Company signed a letter of intent to
                  negotiate a new license agreement for a new technology with
                  UBC. The form and content will be similar to that of the
                  license agreements entered into in February 2003 (See Note
                  3(a) above). Upon execution, the Company will issue 100,000
                  common shares to UBC. As of August 31, 2006, the new license
                  agreement had not been executed but the related common shares
                  were issued; however, the Company will retain the stock
                  certificate until the negotiations are completed.

4.       PROPERTY AND EQUIPMENT

                                                 August 31, 2006
                                                   (Unaudited)
                                    -----------------------------------------
                                                  Accumulated       Net Book
                                        Cost      Depreciation       Value
         --------------------------------------------------------------------
         Furniture and fixtures     $   63,672     $   46,778     $   16,894
         Computer equipment            157,816        116,345         41,471
         Laboratory equipment        1,005,163        724,225        280,938
         Leasehold improvements         49,158         49,158             --
         --------------------------------------------------------------------
                                    $1,275,809     $  936,506     $  339,303
         ====================================================================

                                                  May 31, 2006
                                    -----------------------------------------
                                                  Accumulated       Net Book
                                        Cost      Depreciation       Value
         --------------------------------------------------------------------

         Furniture and fixtures     $   62,077     $   45,972     $   16,105
         Computer equipment            148,581        112,182         36,399
         Laboratory equipment          990,414        704,132        286,282
         Leasehold improvements         49,158         49,158             --
         --------------------------------------------------------------------
                                    $1,250,230     $  911,444     $  338,786
         ====================================================================

         Depreciation expense for the three months ended August 31, 2006 was
         $25,062 (2005 - $50,320).


                                      F-9
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

5.       STOCKHOLDERS' EQUITY

         (a)      Common Stock

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

                  (i)      On July 10, 2006, the Company completed a private
                           placement of 620,000 units at a price of $0.50 per
                           unit for total proceeds of $310,000. Each unit is
                           comprised of one common share and one share purchase
                           warrant. Each warrant entitles the holder to purchase
                           one common share for $0.75 per share for a period
                           which is the earlier of (i) 18 months from July 10,
                           2006 or (ii) 12 months commencing from the effective
                           date of the Company's proposed "Registration
                           Statement".

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

                  (ii)     On August 21, 2006, the Company completed a private
                           placement of 290,000 units at a price of $0.50 per
                           unit for total proceeds of $145,000. Each unit is
                           comprised of one common share and one
                           non-transferable share purchase warrant. Each warrant
                           entitles the holder to purchase one common share for
                           $0.75 per share for a period which is the earlier of
                           (i) 18 months from August 21, 2006 or (ii) 12 months
                           commencing from the effective date of the Company's
                           proposed "Registration Statement".

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

                  (iii)    During the three months ended August 31, 2006, the
                           Company issued an aggregate of 175,750 common shares
                           for consulting and research and development with a
                           fair value of $115,695 at the agreement dates. This
                           amount is being expensed on a straight-line basis
                           over the period of completion of performance.

                  (iv)     During the three months ended August 31, 2006, the
                           Company issued 670,887 common shares pursuant to an
                           exercise of stock purchase warrants under the
                           cashless option of the related agreements. Of these
                           shares, 177,644 were issued to warrant holders whose
                           warrants were acquired through a private placement.

                  (v)      During the three months ended August 31, 2006, the
                           Company issued 79,294 common shares pursuant to an
                           exercise of stock purchase options under the cashless
                           option of the agreement.


                                      F-10
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

5.       STOCKHOLDERS' EQUITY (continued)

         (a)      Common Stock (continued)

                  (vi)     In September 2003, the Company placed 6,000,000
                           common shares to a financial custodian acting as
                           trustee pursuant to a listing of the Company's shares
                           on the Frankfurt Stock Exchange. The Company is
                           conducting a Regulation S ("Reg S") offering through
                           the facilities of the Berlin Stock Exchange to raise
                           capital in mainly German speaking countries. The
                           trustee will receive a fee of 3% of the total number
                           of the shares held in trust to be paid in equal
                           installments of 30,000 common shares per month over a
                           ten month period, assuming the maximum offering of up
                           to 10,000,000 common shares are sold. The stocks may
                           only be traded on German stock exchanges pursuant to
                           Reg S.

                           As at August 31, 2006, 2,500,000 Reg S stocks were
                           held in trust by the financial custodian.

          (b)     Warrants

                  The following table summarizes information about the warrants
                  issued by the Company during the three months ended August 31,
                  2006:

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

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

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

                   Regular:
                         Issued - private placement                     910,000           0.75
                         Exercised                                     (791,500)          0.10

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

                   Balance, August 31, 2006  - Regular               10,807,991           0.51
                   Balance, August 31, 2006 - Series "A"              1,453,222           0.66
                   Balance, August 31, 2006 - Series "B"              3,904,998           0.70
                   Balance, August 31, 2006 - Series "C"                229,305           0.66
                                                                ----------------  --------------

                   BALANCE, AUGUST 31, 2006 (Unaudited)              16,395,516   $       0.57
                                                                ================  ==============
</TABLE>

                                             F-11
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

5.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options

                  The Company's incentive stock options plan provides for the
                  grant of incentive stock options for up to 25,000,000 common
                  shares to employees, consultants, officers and directors of
                  the Company. Incentive benefits granted under the plan may be
                  either incentive stock options, non-qualified stock options,
                  stock awards, restricted shares or cash awards. Options are
                  granted for a term not to exceed seven years from the date of
                  grant. Stock options granted generally vest over a period of
                  six months to two years.

                  During the three months ended August 31, 2006, the Company
                  granted an aggregate of 520,000 stock options to employees of
                  the Company. Each option entitles its holder to acquire one
                  common share of the Company at prices ranging from $0.64 to
                  $0.67 per share, vests immediately or at a specified time, and
                  expires up to five years from date of grant.

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

                  During the three months ended August 31, 2006, the board of
                  directors approved an extension to the expiry date of the
                  following outstanding options:

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

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

                  A summary of the weighted average fair value of stock options
                  granted during the three month period ended August 31, 2006 is
                  as follows:

<TABLE>
                  ------------------------------------------------------------------ --------------- ---------------
                                                                                        Weighted        Weighted
                                                                                         Average         Average
                                                                                        Exercise          Fair
                                                                                          Price           Value
                  ------------------------------------------------------------------ --------------- ---------------
<S>                                                                                      <C>             <C>
                  Exercise price equals market price at grant date:                      $ 0.67          $ 0.67

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

                  Exercise price less than market price at grant date:                   $  -             $  -
                  ================================================================== =============== ===============
</TABLE>

                                      F-12
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

5.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options (continued)

                  A summary of the weighted average fair value of stock options
                  granted during the three months ended August 31, 2005 is as
                  follows:

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

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

                  Exercise price less than market price at grant date:                   $ 0.21         $ 0.51
                  ================================================================== =============== ===============

                  A summary of employee stock options information for the three
                  months ended August 31, 2006 is as follows:

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

                  Options outstanding, May 31, 2006                             16,385,000          $ 0.46
                  Options granted                                                  520,000            0.67
                  Options exercised                                               (120,000)           0.21
                  Options expired                                                 (230,000)           0.51
                  ------------------------------------------------------- ----------------- -----------------------

                  Options outstanding, August 31, 2006 (Unaudited)              16,555,000          $ 0.46
                  ======================================================= ================= =======================
</TABLE>

                                                           F-13
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

5.       STOCKHOLDERS' EQUITY (continued)

         (c)      Stock Options (continued)

                  The following summarizes information about the stock options
                  outstanding and exercisable at August 31, 2006:

<TABLE>
                                             Options Outstanding                        Options Exercisable
                                                          Weighted
                                                           Average        Weighted                    Weighted
                       Range of          Number of        Remaining       Average      Number of       Average
                       Exercise           Options        Contractual      Exercise      Options       Exercise
                        Prices          Outstanding       Life (yr)        Price      Exercisable       Price
                 -------------------- ---------------- ---------------- ------------ -------------- -------------
<S>                     <C>                 <C>               <C>          <C>           <C>           <C>
                        $0.17                 850,000         1.85         $0.17           850,000     $0.17
                        $0.20               1,330,000         3.45         $0.20         1,330,000     $0.20
                        $0.21                 500,000         1.64         $0.21           500,000     $0.21
                        $0.30               1,995,000         3.01         $0.30         1,995,000     $0.30
                        $0.40               3,875,000         4.68         $0.40         2,675,000     $0.40
                        $0.50                 350,000         1.62         $0.50           350,000     $0.50
                        $0.55                 750,000         1.61         $0.55           750,000     $0.55
                        $0.60               5,600,000         6.43         $0.60         3,350,000     $0.60
                        $0.64                  50,000         4.92         $0.64            25,000     $0.64
                        $0.67                 470,000         4.79         $0.67           235,000     $0.67
                        $0.75                 200,000         4.65         $0.75           175,000     $0.75
                        $0.80                 160,000         4.26         $0.80           135,000     $0.80
                        $0.85                 175,000         4.49         $0.85           175,000     $0.85
                        $1.00                 200,000         0.72         $1.00           200,000     $1.00
                        $1.10                  50,000         4.23         $1.10            50,000     $1.10
                 -------------------- ---------------- ---------------- ------------ -------------- -------------
                        $0.17 - $1.10      16,555,000         4.48         $0.46        12,795,000     $0.44
                 ==================== ================ ================ ============ ============== =============
</TABLE>

6.       RELATED PARTY TRANSACTIONS

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

         During the three month period ended August 31, 2006, the Company paid
         or accrued $210,296 (2005 - $194,275) of management and consulting fees
         to 4 directors and an officer of the Company. Of this amount, $55,079
         (2005 - $47,900) was charged to research and development. Included in
         accounts payable is $nil (2005 - $7,607).

         As at August 31, 2005, an amount of $7,470 was due from the Chief
         Financial Officer of the Company. This amount was repaid in full
         subsequent to August 31, 2005.


                                      F-14
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

7.       COMMITMENTS AND CONTINGENCIES

         (a)      The Company has obligations under a long-term premises lease
                  that expire in December 2010. The aggregate minimum rent
                  payments for the next five annual periods ending August 31 are
                  as follows:

                      2007                                       $      102,200
                      2008                                              102,200
                      2009                                              102,200
                      2010                                              102,200
                      2011                                               34,000
                                                                 ---------------
                      Total                                      $      442,800
                                                                 ===============

                  The Company received free rent, including property maintenance
                  and taxes, for the months of November to December 2005 and
                  free basic rent for the months of January to February 2006 for
                  total free rent of $40,404. This amount was recorded under
                  deferred lease inducement with a current portion of $8,081 and
                  long-term portion of $25,589 and is being amortized over the
                  term of the lease. During the three month period ended August
                  31, 2006, amortization of $2,020 was recorded as a reduction
                  of rent expense in the statement of operations. Rent expense
                  for the three month period ended August 31, 2006 was $53,265
                  (2005 - $40,972).

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

                  As of August 31, 2006, the two remaining issuances of
                  1,100,000 common shares each have not been accrued as the
                  underlying conditions have not been satisfied.

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

                  The statement of claim, arising from a settlement agreement
                  dated September 14, 2001, seeks the exchange of 3,192,399
                  common shares of the Company for 3,192,399 shares in the
                  capital of one of the Company's subsidiaries or,
                  alternatively, damages and costs.

                  The Company and M-I attended a court hearing in chambers
                  during April 2003 on a summary trial application by the
                  plaintiff for an order for a declaration of specific
                  performance that the plaintiff is entitled to an exchange of
                  3,192,399 common shares of M-I for 3,192,399 common shares of
                  the Company pursuant to the settlement agreement entered into
                  on September 14, 2001. The plaintiff was granted the relief
                  sought at the summary trial and the Company was ordered to
                  perform the share exchange.


                                      F-15
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

7.       COMMITMENTS AND CONTINGENCIES (continued)

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

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

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

                  No gain or loss provisions have been provided as of August 31,
                  2006 as the outcome of this legal proceeding is uncertain at
                  this time.

8.       GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses consisted of the following for the
         three months ended August 31, 2006 and 2005:

<TABLE>
                                                                          2006              2005
                                                                    ----------------  ----------------
<S>                                                                 <C>               <C>
         Legal                                                      $        127,530  $         88,836
         Public relations, financing and corporate development               290,779           479,425
         Management fees                                                     155,217           138,924
         Consulting                                                           74,902            143486
         Audit                                                                78,926            33,282
         Operating expenses                                                  321,015           201,185
                                                                    ----------------  ----------------

                                                                    $      1,048,369  $      1,085,138
                                                                    ================  ================
</TABLE>

         General and administrative expenses include $124,151 (2005 - $319,662)
         and $12,155 (2005 - $107,931) of amortized deferred compensation in
         public relations and consulting, respectively. For the three month
         period ended August 31, 2006, $140,500 (2005 - $426,243) of general and
         administrative expense was included in stock-based compensation in the
         statement of operations.


                                      F-16
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

9.       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
                                                         Period from
                                                          inception
                                                         (January 20,      Three months ended
                                                           1999) to            August 31,
                                                          August 31,    -------------------------
                                                             2006          2006          2005
                                                         ----------------------------------------
<S>                                                      <C>            <C>            <C>
         SUPPLEMENTAL CASH FLOW INFORMATION:
           Cash paid for interest                        $   33,881     $       --     $       --
                                                         ========================================
           Cash paid for income taxes                    $       --     $       --     $       --
                                                         ========================================


         SUPPLEMENTAL NON-CASH INVESTING
           AND FINANCING ACTIVITIES:
           Debt settlement with shares                   $  621,375     $       --     $       --
                                                         ========================================
           Gain on extinguishment of debt                $  462,249     $       --     $       --
                                                         ========================================
           Conversion of convertible debentures
               and accrued interest to common shares     $  740,810     $       --     $       --
                                                         ========================================
           Shares issued for services                    $3,340,246     $   82,349     $  252,684
                                                         ========================================
           Warrants issued for services                  $3,690,491     $       --     $1,000,067
                                                         ========================================
           Subscriptions received                        $  594,935     $       --     $       --
                                                         ========================================
</TABLE>

10.      SUBSEQUENT EVENTS

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

         In accordance with the terms of the Agreement, and in order to acquire
         Vascore Medical, the Company is required, subject to its prior receipt
         of an acceptable valuation together with certain other conditinos
         precedent, to pay and issue to the Vendors an aggregate of $1 million
         and 4,000,000 restricted common shares, at a deemed value of $1.00 per
         share, for total consideration of $5 million as follows.

         The cash payments are to be made to the Vendors in the following
         manner:

         (a)      the initial $500,000 is due and payable upon the execution of
                  the Agreement to be held in escrow pending receipt of prior
                  regulatory approval from the appropriate Chinese authority;
                  and

         (b)      the final $500,000 is due and payable upon the closing of the
                  Agreement.


                                      F-17
<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Consolidated Financial Statements
August 31, 2006
(Unaudited)
--------------------------------------------------------------------------------

10.      SUBSEQUENT EVENTS (continued)

         The share issuances are to be made to the Vendors in the following
         manner:

         (a)      the initial 1,800,000 restricted common shares will be issued
                  immediately upon the receipt of prior regulatory approval from
                  the appropriate Chinese authority, and will be held in escrow
                  pending the attainment by Vascore Medical of certain joint
                  venture milestones as delinateated in the Agreement; and

         (b)      the final 2,200,000 restricted common shares will be issued
                  upon the closing of the Agreement.



                                      F-18
<PAGE>

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

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

PLAN OF OPERATIONS

MIV Therapeutics (MIV or the "Company") 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.

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

(1) Passive nano-film HAp coating; 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
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.


                                       3
<PAGE>

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

After completing development of these products, MIV 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.

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 final 1,100,000 shares have not been accrued as its issuance is
dependent on 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
intellectual property, in exchange for the return of all of the Company's common
shares issued and a cash payment equal to 125% of all cash advanced by the
Company to SagaX.

As at May 31, 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 August
31, 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 August 31, 2006, the two remaining issuances of 1,100,000 common shares
each have not been accrued as the underlying conditions have not been
accomplished.


                                       4
<PAGE>

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

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

In accordance with the terms of the Agreement, and in order to acquire Vascore
Medical, the Company is required, subject to its prior receipt of an acceptable
valuation together with certain other conditinos precedent, to pay and issue to
the Vendors an aggregate of $1.0 million and 4,000,000 restricted common shares,
at a deemed value of $1.00 per share, for total consideration of $5.0 million as
follows:

   The cash payments are to be made to the Vendors in the following manner:

         (a)      the initial $500,000 is due and payable upon the execution of
                  the Agreement to be held in escrow pending receipt of prior
                  regulatory approval from the appropriate Chinese authority;
                  and

         (b)      the final $500,000 is due and payable upon the closing of the
                  Agreement.

   The share issuances are to be made to the Vendors in the following manner:

         (a)      the initial 1,800,000 restricted common shares will be issued
                  immediately upon the receipt of prior regulatory approval from
                  the appropriate Chinese authority, and will be held in escrow
                  pending the attainment by Vascore Medical of certain joint
                  venture milestones as delinateated in the Agreement; and

         (b)      the final 2,200,000 restricted common shares will be issued
                  upon the closing of the Agreement.

BUSINESS EXPANSION

EQUIPMENT

Major equipment purchases planned for 2006 and 2007 include coating chambers for
use for cardiovascular and orthopedic applications, specialized laboratory
equipment with focus on drug application and analysis of drug eluting profiles.

PERSONNEL

The addition of the following new R&D personnel is tentatively planned for 2006:

1.       Senior Research Scientist, Drug Research and Application;
2.       Regulatory Affairs, Animal and Clinical Trials Specialist;
3.       Quality and Safety Specialist;
4.       R&D Technologist; and
5.       Production Operator.


                                       5
<PAGE>

The addition of the following new R&D personnel is tentatively planned for 2007:

1.       Research Scientist, Drug Research and Application;
2.       Research Scientist, Drug Delivery Technologies;
3.       R&D Scientist.

FACILITY

To accommodate growth in personnel and research programs the Company plans to
lease and equip another section of its manufacturing facility in late 2006 or
early 2007.

INTELLECTUAL PROPERTY

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

A. Patents 100% owned by MIVT

1. Expandable Stent and Method for Manufacturing the 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

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

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

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

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


                                       6
<PAGE>

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.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

OVERVIEW

The Company has incurred 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 three ended August
31, 2006, the Company posted a loss from operations of 2,352,258 and a net loss
of 2,365,832, compared to a net loss of $1,926,855 for the three months ended
August 31, 2005. Most of the difference in net loss is attributable to an
increase in research and development expenses during the quarter.

Working capital surplus decreased to $339,733 as of August 31, 2006 from
$1,521,384 as of the last fiscal year ended May 31, 2006. The decrease in the
working capital is due primarily to significantly less cash generated from
financing activities during the quarter ended August 31, 2006 compared to from
the corresponding period during the last fiscal year. Also, the Company's
research and development expenses continue to be a major factor as expenditures
doubled for the ongoing animal trials.

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED AUGUST 31, 2006 COMPARED TO THREE MONTHS ENDED AUGUST 31,
2005

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses decreased to $1,048,369 during the three
months ended August 31, 2006, compared to $1,085,138 for the three months ended
August 31, 2005. Operating costs increased this quarter due primarily to costs
associated with investigations of, and due diligence related to, strategic
business alliances and clinical trials. Legal costs increased this quarter due
primarily to additional regulatory filings and strategic alliance proposals.
Audit expenses increased this quarter due to the year end audit fee that was
paid by the Company. Public relations and consulting expenses decreased this
quarter due primarily to the decrease in the amortization of deferred
compensation due to less issuance of shares/warrants for services.


                                       7
<PAGE>

RESEARCH & DEVELOPMENT EXPENSES

Research and developmental costs increased during the quarter ended August 31,
2006, to $839,689 compared to $341,763 for the quarter ended August 31, 2005.
The increase in 2006 resulted primarily from the Company's advanced research and
development in its coating technology which included the continuation of the
animal trials that commenced in the prior fiscal year as well as the quarterly
payments made for the collaborative research agreement.

DEPRECIATION EXPENSE

Depreciation expenses decreased to $25,062 during the quarter ended August 31,
2006, compared to $50,320 for the quarter ended August 31, 2005. The decrease is
due to several laboratory equipment items being fully depreciated during the
last fiscal year. In addition, there were fewer acquisitions in the current
period compared to the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

>From 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
of $339,733 as of August 31, 2006 and is in the process of raising capital by
way of further financings.

FINANCING

The Company's cash flow from financing activities decreased to $455,000 for the
three months ended August 31, 2006, compared to $5,018,744 in the same period in
2005. The Company was able to raise approximately $4.1 million from private
placements and approximately $900,000 from the exercises of warrants for the
three months ended August 31, 2005 while $455,000 was raised from private
placements during the three months ended August 31, 2006. The Company is in the
process of completing a private placement.

The Company did not issue any Regulation S stock during the three months ended
August 31, 2006. As of August 31, 2006, 2,500,000 Regulation S common shares are
held in trust by a financial custodian.

The Company issued 910,000 warrants and 175,750 common shares for consulting and
research and development services during the three months ended August 31, 2006.

WARRANTS

As of August 31, 2006, the Company had outstanding warrants to purchase
16,395,516 common shares.

During the three months ended August 31, 2006, the Company granted an aggregate
of 910,000 warrants from the two private placements completed during the
quarter. Each warrant entitles the warrant holder to acquire one share of the
Company's common stock at an exercise price of $0.75 from the earlier of (i) 18
months from the completion date of the private placement or (ii) 12 months
commencing from the effective date of the Company's proposed "Registration
Statement".


                                       8
<PAGE>

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

                                                                 Number of
                                                                 underlying
Quarter ended August 31, 2006                                      shares
-----------------------------                                  --------------

 Balance, May 31, 2006                                            20,182,014

 Regular:
    Issued - private placement                                       910,000
    Exercised                                                       (791,500)
 Series "A":
    Expired                                                       (3,904,998)

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

 Balance, August 31, 2006  - Regular                              10,807,991
 Balance, May 31, 2006 and 2005 - Series "A"                       1,453,222
 Balance, May 31, 2006 and 2005 - Series "B"                       3,904,998
 Balance, May 31, 2006 and 2005 - Series "C"                         229,305
                                                               --------------

 BALANCE, AUGUST 31, 2006                                         16,395,516
                                                               ==============

STOCK-BASED COMPENSATION

The Company's incentive stock options plan provides for the grant of incentive
stock options for up to 25,000,000 common shares to employees, consultants,
officers and directors of the Company. Incentive benefits granted under the plan
may be either incentive stock options, non-qualified stock options, stock
awards, restricted shares or cash awards. Options are granted for a term not to
exceed seven years from the date of grant. Stock options granted generally vest
over a period of two years.

During the three months ended August 31, 2006, the Company granted an aggregate
of 520,000 stock options to employees of the Company. Each option entitles the
option holder to acquire one share of the Company's common stock at prices
ranging from $0.64 and $0.67 per share, vesting immediately or at a specified
time and expiring at either five years from the date of grant or term of
agreement.

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

                                             Number of       Weighted average
Three months ended August 31, 2006            options         exercise price
-----------------------------------------------------------------------------

Options outstanding, May 31, 2006            16,385,000           0.46

Options granted                                 520,000           0.67
Options exercised                              (120,000)          0.21
Options expired                                (230,000)          0.51
-----------------------------------------------------------------------------

Options outstanding, August 31, 2006         16,555,000           0.46
=============================================================================


                                       9
<PAGE>

CASH POSITION

At August 31, 2006, the Company had cash and cash equivalents of $558,705
compared to a cash position of $1,573,822 as of the last fiscal year ended May
31, 2006. The decrease in the Company's cash position is due to a decrease in
the funding provided by the Company's financing activities. Additionally,
significant funds were used for research and development costs which doubled
during the three months ended August 31, 2006 compared to the same period last
year.

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. There can be no guarantee that such funds will be
available to the Company.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

To date, the Company has accumulated a deficit of approximately $33.5 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 continue the Company's research and development program and
marketing efforts aimed at successful commercialization of its HAp coating
technologies, the Company will require approximately $11 million in the coming
year. The funds will be used for clinical trials of the Company and animal
trials of Sagax Inc. as well as for the acquisition of additional manufacturing/
research and development equipment and the hiring of additional personnal to
complement its current research and development team. These funds could be
provided through any combination of the exercise of existing warrants and
options and/or through subsequent rounds of financing.

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 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


                                       10
<PAGE>

research and development activities. Adverse or inconclusive results in clinical
trials of these products could significantly delay or ultimately preclude any
regulatory approvals, and even if obtained there can be no assurance that any
product approval would lead to the successful commercialization of the product
approved.

Furthermore, the Company does not expect to begin the regulatory approval
process in the United States for at least the next three years, and will only
pursue approval and marketing of its products in the countries recognizing the
CE Mark, such as most European and Asian countries.

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

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

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

Since inception, the Company has suffered recurring losses, totaling $34,337,953
through August 31, 2006. The Company has funded its operations through the
issuance of common stock, by way of private placements and exercise of warrants,
and through related party loans since inception, in order to meet its strategic
objectives. The Company anticipates that losses will continue until such time,
if ever, as the Company is able to generate sufficient revenues to support its
operations. The Company's ability to generate revenue primarily depends on its
success in completing development and obtaining regulatory approvals for the
commercial sale of the products under development. There can be no assurance
that any such events will occur, that the Company will attain revenues from
commercialization of its products, or that the Company will ever achieve
profitable operations.

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

The life cycle of the products that the Company plans to develop is difficult to
predict. Failure to gain timely market acceptance of its products would have a
material adverse effect on the Company's ability to generate revenue, and would
have a material adverse effect on the Company's business, financial condition
and results of operations. To successfully gain market acceptance, the Company
must develop the ability to manufacture its products in large quantities in


                                       11
<PAGE>

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 FINANCIAL AND IT IS NOT CERTAIN WE WILL BE
ABLE TO CONTINUE TO FIND FINANCING TO MEET OUR OPERATING REQUIREMENTS.

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

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


                                       12
<PAGE>

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

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

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


                                       13
<PAGE>

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

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

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

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

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

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


                                       14
<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
auditor has issued a going concern opinion on our financial statements
expressing substantial doubt that we can continue as a going concern for a
reasonable period of time unless sufficient equity financing can be secured.
There can be no assurances that any required capital can be obtained on terms
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
August 31, 2006 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

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

OTHER INFORMATION


                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

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

During the three months ended August 31, 2006, the Company issued the following
unregistered securities pursuant to prospectus exemptions contained in Section
4(2) of the Securities Act of 1933, as amended, and/or Regulation S, and will
bear a restrictive Rule 144 legend to that effect.

On July 10, 2006, the Company completed a non-brokered private placement of an
aggregate of 620,000 units at the price of $0.50 per unit. Each unit is
comprised of one common share together with one share purchase warrant. Each
warrant entitles the holder to purchase one common share at a price of $0.75 per
share for a period which is the earlier of (i) 18 months from July 10, 2006 or
(ii) 12 months commencing from the effective date of the Company's proposed
"Registration Statement".

On August 21, 2006, the Company completed a private placement of 290,000 units
at a price of $0.50 per unit for total proceeds of $145,000. Each unit is
comprised of one common share and one non-transferable share purchase warrant.


                                       15
<PAGE>

Each warrant entitles the holder to purchase one common share for $0.75 per
share for a period which is the earlier of (i) 18 months from August 21, 2006 or
(ii) 12 months commencing from the effective date of the Company's proposed
"Registration Statement".


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

On August 24, 2006, the Company held its annual meeting of stockholders. All
proposals submitted for stockholder vote were approved. The voting results were
as follows:

PROPOSAL 1.       ELECTION OF DIRECTORS

Nominee                  Votes For           Votes Against     Votes Abstained

Alan P. Lindsay          38,523,768             293,800           1,286,062

Mark Landy               38,670,768             146,800           1,286,062

Patrick McGowan          38,653,768             163,800           1,286,062

Dov Shimon               38,671,468             146,100           1,286,062

Daniel Savard            38,809,068               8,500           1,286,062

PROPOSAL 2.       TO APPROVE THE AMENDMENT OF ARTICLES OF INCOORPORATION
INCREASING THE AUTHORIZED CAPITAL STOCK OF THE COMPANY TO TWO HUNDRED FIFTY
MILLION SHARES (TWO HUNDRED THIRTY MILLON COMMON AND TWENTY MILLION PREFERRED)

    Votes For          Votes Against       Votes Abstained          Not Voted

    36,923,616           2,963,564             216,449                   1

PROPOSAL 3.       TO APPROVE THE COMPANY'S 2006 STOCK OPTION PLAN.

    Votes For          Votes Against       Votes Abstained        Not Voted

    16,429,837           5,489,974             441,825           17,741,994

The Company's record date was July 7, 2006. As of the record date, 71,002,489
shares were eligible to vote at the Company's Annual General Meeting.


ITEM 5.  OTHER INFORMATION

None.


                                       16
<PAGE>

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)
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

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


                                       17
<PAGE>

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:  October 14, 2006                     MIV Therapeutics, Inc.


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


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


                                       18