<PAGE>

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

                                    FORM 10-Q

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

         For the quarterly period ended August 31, 2008

                                       OR

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

         For the transition period from _____ to _____

                        COMMISSION FILE NUMBER: 000-30453

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


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


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

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


                  --------------------------------------------
                  (Former address if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark whether the registrant is a large accelerated
filer, an accelerate filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

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

Number of shares of common stock outstanding as of September 30, 2008:
12,297,327




<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Financial Statements

August 31, 2008
(Unaudited)






INDEX
-----

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Stockholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements




                                       2



<PAGE>

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

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                    $     16,449    $  1,180,380
  Accounts receivable                                                92,426          57,228
  Employee advances (Note 10)                                         3,368           6,761
  Prepaid expenses (Note 3)                                         170,739         321,811
  Inventories (Note 4)                                              597,803         630,127
-------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                880,785       2,196,307
PROPERTY AND EQUIPMENT, net (Note 6)                              1,820,699       1,933,180
CE MARK LICENSE, net (Note 7)                                     1,202,169       1,237,701
DEPOSITS AND OTHER ASSETS                                            43,233          45,924
-------------------------------------------------------------------------------------------
TOTAL ASSETS                                                   $  3,946,886    $  5,413,112
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
CURRENT LIABILITIES
  Accounts payable and other payables (Note 10)                $  2,145,710    $    828,447
  Related party loan (Note 10)                                       96,410              --
  Deferred lease inducement - current portion (Note 11 (a))           8,081           8,081
-------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                         2,250,201         836,528
DEFERRED LEASE INDUCEMENT (Note 11 (a))                               9,428          11,448
DEFERRED INCOME TAX LIABILITY                                            --          50,000
-------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                 2,259,629         897,976
-------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 5, 9 and 11)

STOCKHOLDERS' EQUITY
  Common stock (Note 8)
    Authorized:
      20,000,000 preferred shares with a par value of $0.001
      48,000,000 common shares with a par value of $0.001
    Issued and outstanding:
      11,587,489 common shares at August 31, 2008 and
      11,361,377 common shares at May 31, 2008                       11,587          11,361
  Additional paid-in capital                                     59,914,268      59,068,451
  Deferred compensation                                            (108,872)        (95,924)
  Common stock issuable                                             884,329         988,233
  Deficit accumulated during the development stage              (58,817,387)    (55,260,317)
  Accumulated other comprehensive loss                             (196,668)       (196,668)
-------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                        1,687,257       4,515,136
-------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  3,946,886    $  5,413,112
===========================================================================================

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


                                                3



<PAGE>


MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
Expressed in U.S. Dollars
--------------------------------------------------------------------------------------------------
                                                      Period from
                                                       inception
                                                   (January 20, 1999)    Three months ended
                                                      to August 31,           August 31,
                                                           2008          2008             2007
--------------------------------------------------------------------------------------------------

REVENUE                                               $  1,482,434    $    185,263    $    301,610
COST OF SALES (exclusive of amortization of CE Mark
   license shown below)                                  1,560,283         153,993         238,523
--------------------------------------------------------------------------------------------------
GROSS PROFIT (LOSS)                                        (77,849)         31,270          63,087
--------------------------------------------------------------------------------------------------

EXPENSES
  General and administrative (Note 12)                  36,683,272       2,156,745       1,801,278
  Research and development                              17,682,455       1,473,942       1,149,761
  Interest expense and finance fees                      1,236,936           6,641          22,027
  Amortization of CE Mark license                          219,114          35,532          44,982
  Licenses acquired charged to operations                  479,780              --              --
  Finance cost on convertible debentures                   382,307              --              --
  Purchased in-process research
       and development                                   2,205,013              --              --
--------------------------------------------------------------------------------------------------
                                                        58,888,877       3,672,860       3,018,048
--------------------------------------------------------------------------------------------------
                                                       (58,966,726)     (3,641,590)     (2,954,961)
LOSS FROM OPERATIONS
INTEREST INCOME                                            330,218           3,606          54,835
GAIN (LOSS) ON FOREIGN EXCHANGE                            (13,424)         30,914           3,957
MINORITY INTEREST SHARE OF LOSS                            806,310              --              --
GAIN ON EXTINGUISHMENT OF DEBT                             462,249              --              --
--------------------------------------------------------------------------------------------------
LOSS BEFORE DEFERRED INCOME TAX RECOVERY               (57,381,373)     (3,607,070)     (2,896,169)
DEFERRED INCOME TAX RECOVERY                               324,000          50,000          48,000
--------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                        (57,057,373)     (3,557,070)     (2,848,169)
LOSS FROM DISCONTINUED OPERATIONS                       (2,672,723)             --        (286,483)
GAIN ON SALE OF DISCONTINUED OPERATIONS                     68,532              --              --
--------------------------------------------------------------------------------------------------
NET LOSS                                               (59,661,564)     (3,557,070)     (3,134,652)
OTHER COMPREHENSIVE LOSS
  Foreign currency translation                            (196,668)             --              --
--------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS                                    $(59,858,232)   $ (3,557,070)   $ (3,134,652)
==================================================================================================

BASIC AND DILUTED LOSS PER COMMON SHARE
  - continuing operations                             $     (13.31)   $      (0.31)   $      (0.33)
  - discontinued operations                                  (0.62)             --           (0.03)
--------------------------------------------------------------------------------------------------
  - NET LOSS                                          $     (13.93)   $      (0.31)   $      (0.36)
==================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                    4,287,689      11,432,138       8,692,860
==================================================================================================


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

                                                  4



<PAGE>


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


                                                  Common Stock            Additional                       Common
                                           ---------------------------     Paid-in        Deferred         Stock
                                              Shares         Amount        Capital      Compensation      Issuable
----------------------------------------------------------------------------------------------------------------------

Balance, May 31, 2008                        11,361,377   $     11,361   $ 59,068,451   $    (95,924)   $    988,233
Additional shares issued from
  10:1 share consolidation                          131             --             --             --              --
Issuance of common stock:
   - for services                               225,981            226        561,274        (99,000)       (103,904)
Fair value of vested stock option grants             --             --        228,543             --              --
Fair value of granted warrants                       --             --         47,800             --              --
Fair value of extended warrants                      --             --          8,200             --              --
Amortization of deferred compensation                --             --             --         86,052              --
Comprehensive loss:
  Net loss                                           --             --             --             --              --
----------------------------------------------------------------------------------------------------------------------

BALANCE, August 31, 2008                     11,587,489   $     11,587   $ 59,914,268   $   (108,872)   $    884,329
======================================================================================================================




----------------------------------------------------------------------------------------
                                                              Deficit
                                             Accumulated    Accumulated
                                               Other        During the
                                            Comprehensive   Development
                                                Loss           Stage           Total
----------------------------------------------------------------------------------------

Balance, May 31, 2008                       $   (196,668)   $(55,260,317)   $  4,515,136
Additional shares issued from
  10:1 share consolidation                            --              --              --
Issuance of common stock:
   - for services                                     --              --         358,596
Fair value of vested stock option grants              --              --         228,543
Fair value of granted warrants                        --              --          47,800
Fair value of extended warrants                       --              --           8,200
Amortization of deferred compensation                 --              --          86,052
Comprehensive loss:
  Net loss                                            --      (3,557,070)     (3,557,070)
----------------------------------------------------------------------------------------

BALANCE, August 31, 2008                    $   (196,668)   $(58,817,387)   $  1,687,257
========================================================================================





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

                                             5



<PAGE>


MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
Expressed in U.S. Dollars
-------------------------------------------------------------------------------------------------------------
                                                                 Period from
                                                                  inception
                                                                 (January 20,
                                                                    1999) to         Three months ended
                                                                   August 31,             August 31,
                                                                     2008            2008            2007
-------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss from continuing operations                            $(57,057,373)   $ (3,557,070)   $ (2,848,169)
  Adjustments to reconcile net loss from continuing operations
    to net cash used in operating activities:
      Stock-based compensation                                     13,550,418         314,595         377,187
      Stock issued for other than cash                              7,568,142         358,596         354,063
      Depreciation and amortization                                 1,809,848         159,565         119,910
      Deferred income tax recovery                                   (324,000)        (50,000)        (48,000)
      Fair value of extended warrants                                 482,327           8,200              --
      Fair value of granted warrants                                   64,205          47,800          16,405
      Interest expense on related party loan                          850,000              --              --
      Interest expense on convertible debentures                       34,730              --              --
      Leasehold improvements written down                              13,300              --              --
      Purchased in-process research and development                 2,125,013              --              --
      Intangible asset impairment                                     150,000              --              --
      Gain on extinguishment of debt                                 (462,249)             --              --
      Provision for bad debt                                          160,000              --              --
      Beneficial conversion feature on convertible debenture          289,800              --              --
      Minority interest                                              (806,310)             --              --
  Changes in operating assets and liabilities:
      Accounts receivable                                            (303,506)        (35,198)        (83,401)
      Due from related party                                           (3,368)          3,393           6,303
      Prepaid expenses                                                (45,728)        151,072          89,342
      Inventories                                                    (353,001)         32,324        (138,023)
      Deposits and other assets                                       (43,233)          2,691              --
      Accounts payable and other payables                           2,024,251       1,315,243        (161,041)
-------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                             (30,276,734)     (1,248,789)     (2,315,424)
-------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs              33,633,250              --      11,916,977
  Proceeds from (repayments of) loan payable                          946,410          96,410        (525,000)
  Due to related parties                                              500,000              --        (100,000)
  Subscriptions received                                            1,389,310              --              --
  Cash acquired in reverse acquisition                                 13,824              --              --
  Proceeds from convertible debentures                                755,000              --              --
  Common stock redemption                                            (120,000)             --              --
-------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                          37,117,794          96,410      11,291,977
=============================================================================================================


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


                                                      6



<PAGE>


MIV THERAPEUTICS, INC.
(A development stage company)
Consolidated Statements of Cash Flows (continued)
(Unaudited)
Expressed in U.S. Dollars
------------------------------------------------------------------------------------------------------------------
                                                                         Period from
                                                                         inception
                                                                        (January 20,
                                                                           1999) to       Three months ended
                                                                          August 31,           August 31,
                                                                            2008           2008            2007
------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                      (2,641,388)       (11,552)      (205,927)
  Pre-acquisition advances to Biosync                                       (121,870)            --             --
  Acquisition of Biosync, net of cash acquired                            (1,415,885)            --             --
  Cash acquired on acquisition of Biosync                                     17,557             --             --
  Cash transferred on disposition of SagaX                                   (48,802)            --             --
  Acquisition of license                                                    (200,000)            --             --
------------------------------------------------------------------------------------------------------------------

Net cash used in investing activities                                     (4,410,388)       (11,552)      (205,927)
------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) continuing operations                       2,430,672     (1,163,931)     8,770,626
Cash flows from discontinued operating activities                         (2,099,724)            --       (242,109)
Cash flows from discontinued investing activities                            (75,515)            --           (937)
Foreign exchange effect on cash                                             (238,984)            --             --
------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          16,449     (1,163,931)     8,527,580

CASH AND CASH EQUIVALENTS, beginning of period
   Continuing operations                                                          --      1,180,380        119,075
   Discontinued operations                                                        --             --        354,344
------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of period                                 $    16,449    $    16,449    $ 9,000,999
==================================================================================================================

 Ending cash and cash equivalents consists of the following:
  Continuing operations                                                  $    16,449    $    16,449    $ 8,889,701
  Discontinued operations                                                         --             --        111,298
------------------------------------------------------------------------------------------------------------------
Total                                                                    $    16,449    $    16,449    $ 9,000,999
==================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest                                                $    75,993    $       842    $     5,656
   Cash paid for income taxes                                                     --             --             --
==================================================================================================================

   Schedule of non-cash investing and financing activities:
     Debt settlement with shares                                         $   621,375    $        --    $        --
     Conversion of convertible debentures and accrued interest
       to common shares                                                      740,810             --             --
     Shares issued for finders' fees                                         387,468             --             --
==================================================================================================================


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

</TABLE>

                                                           7



<PAGE>

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

1.    BASIS OF PRESENTATION AND NATURE OF OPERATIONS

      The accompanying unaudited interim consolidated balance sheets, statements
      of operations and comprehensive loss, stockholders' equity and cash flows
      reflect all adjustments, consisting of normal recurring adjustments and
      other adjustments, that are, in the opinion of management, necessary for a
      fair presentation of the financial position of MIV Therapeutics, Inc. (the
      "Company"), at August 31, 2008, and the results of operations and cash
      flows for the interim period ended August 31, 2008. Operating results of
      this interim period is not necessarily indicative of results that may be
      expected for the fiscal year ending May 31, 2009.

      The accompanying unaudited interim consolidated financial statements have
      been prepared in conformity with U.S. generally accepted accounting
      principles using the same accounting policies and methods of application
      as those disclosed in Note 2 to the Company's annual consolidated
      financial statements for the year ended May 31, 2008 except as disclosed
      in Note 2 and accordingly should be read in conjunction with the Company's
      annual consolidated financial statements for the year ended May 31, 2008.

      Since inception, the Company has suffered recurring losses, totaling
      $59,661,564 as of August 31, 2008. To date, management has been able to
      finance the Company's 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. In an attempt to conserve cash, the Company
      has made efforts to reduce or eliminate certain overhead costs and
      anticipates that certain of its liabilities can be settled by the issuance
      of common shares. Additionally, certain members of the Company's
      management have deferred receipt of salaries and fees. These amounts may
      also be settled with the issuance of restricted shares if funds do not
      become available. These unaudited interim consolidated financial
      statements do not give effect to any adjustments which would be necessary
      should the Company be unable to continue as a going concern and therefore
      be required to realize its assets and discharge its liabilities in other
      than the normal course of business and at amounts different from those
      reflected in the accompanying unaudited interim consolidated financial
      statements.

      Reclassifications

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


                                       8



<PAGE>


2.    ACCOUNTING POLICY CHANGE AND NEW ACCOUNTING PRONOUNCEMENTS

      (a) Adoption of New Accounting Policy

      In February 2007, the Financial Accounting Standards Board ("FASB") issued
      SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
      Liabilities". This Statement permits entities to choose to measure many
      financial assets and financial liabilities at fair value. Unrealized gains
      and losses on items for which the fair value option has been elected will
      be reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007.

      The Company adopted the provisions of SFAS No. 159 on June 1, 2007. The
      adoption of SFAS No. 159 did not result in a cumulative adjustment to
      equity and there were no unrecognized tax benefits, penalties or interest
      at the time of, or subsequent to, adoption.

      (b) New Accounting Pronouncements

      In May 2008, FASB released SFAS No. 162, "The Hierarchy of Generally
      Accepted Accounting Principles". This Statement is intended to improve
      financial reporting by identifying a consistent framework, or hierarchy,
      for selecting accounting principles to be used in preparing financial
      statements that are presented in conformity with U.S. generally accepted
      accounting principles (GAAP) for nongovernmental entities. SFAS No. 162
      will become effective 60 days following the SEC's approval of the Public
      Company Accounting Oversight Board amendments to AU Section 411, "The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles". The Company does not anticipate that this pronouncement will
      have a significant effect on its consolidated financial statements.

      In March 2008, FASB released SFAS No. 161, "Disclosures about Derivative
      Instruments and Hedging Activities, an amendment of FASB Statement No.
      133". SFAS No. 161 is intended to improve financial reporting about
      derivative instruments and hedging activities by requiring enhanced
      disclosures to enable investors to better understand their effects on an
      entity's financial position, financial performance, and cash flows. It is
      effective for financial statements issued for fiscal years and interim
      periods beginning after November 15, 2008, with early application
      encouraged. The Company does not expect that the adoption of SFAS No. 161
      will have a significant impact on its consolidated results of operations
      or financial position.

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

      In December 2007, FASB issued SFAS No. 160, "Noncontrolling Interests in
      Consolidated Financial Statements--an amendment of ARB No.51". This
      Statement establishes accounting and reporting standards that require
      noncontrolling interest in a subsidiary to be reported as a component of
      equity, changes in a parent's ownership interest while the parent retains
      its controlling interest to be accounted for as equity transactions, and
      any retained noncontrolling equity investment upon the deconsolidation of
      a subsidiary to be initially measured at fair value. The Statement also
      establishes reporting requirements that clearly identify and distinguish
      between the interests of the parent and the interests of the
      non-controlling owners. SFAS No. 160 is effective as of the beginning of
      the first fiscal year beginning on or after December 15, 2008, and is
      effective for the Company at the beginning of fiscal 2010. The Company
      does not expect that the adoption of SFAS No. 160 will have a significant
      impact on its consolidated results of operations or financial position.


                                       9



<PAGE>


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

      In December 2007, FASB issued SFAS No. 141(R), "Business Combinations"
      ("SFAS 141R"). SFAS 141R replaces SFAS No. 141, "Business Combinations"
      ("SFAS 141"). SFAS 141R retains the fundamental requirements in SFAS 141
      that the acquisition method of accounting (which SFAS 141 called the
      purchase method) be used for all business combinations and for an acquirer
      to be identified for each business combination. SFAS 141R also establishes
      principles and requirements for how the acquirer: (a) recognizes and
      measures in its financial statements the identifiable assets acquired, the
      liabilities assumed, and any noncontrolling interest in the acquiree; (b)
      recognizes and measures the goodwill acquired in the business combination
      or a gain from a bargain purchase and (c) determines what information to
      disclose to enable users of the financial statements to evaluate the
      nature and financial effects of the business combination. SFAS 141R will
      apply prospectively to business combinations for which the acquisition
      date is on or after April 1, 2009, the beginning of the Company's next
      fiscal year. While the Company has not yet evaluated this statement for
      the impact, if any, that SFAS 141R will have on its consolidated financial
      statements, the Company will be required to expense costs related to any
      acquisitions after May 31, 2009.

3.    PREPAID EXPENSES

      Prepaid expenses consisted of the following at:

                                                       August 31,     May 31,
                                                         2008           2008
                                                      -----------   -----------
      Prepayment to suppliers                         $   128,261   $   284,968
      Other prepaid expenses                               42,478        36,843
                                                      -----------   -----------
                                                      $   170,739   $   321,811
                                                      ===========   ===========

4.    INVENTORIES

      Inventories consisted of the following at:

                                                       August 31,     May 31,
                                                         2008           2008
                                                      -----------   -----------
      Raw materials                                   $   380,732   $   402,991
      Packing materials                                    15,658        20,140
      Work-in-process                                      39,796       100,421
      Finished goods                                      161,617       106,575
                                                      -----------   -----------
                                                      $   597,803   $   630,127
                                                      ===========   ===========

5.    LICENSES

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

            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.


                                       10



<PAGE>


5.    LICENSES (continued)

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

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

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

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

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

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

            In Amendment No. 2, the contract period, work plan and total costs
            of the existing collaborative agreement as amended by Amendment No.
            1 were amended. The contract period was extended from December 1,
            2004 to November 30, 2006 and total costs to the Company were
            estimated at CAD$400,400 ($317,828), being payable over the term of
            the Agreement at various stipulated intervals. As of May 31, 2007,
            the Company has paid CAD$400,400 ($317,828) for research and
            development costs in accordance with Amendment No. 2.

            The Company obtained financial support of up to CAD$315,000
            ($250,040) from the Industrial Research Assistance Program ("IRAP")
            from the National Research Council Canada. As of August 31, 2008,
            the Company had received CAD$265,791 ($268,555) from IRAP.

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

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

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


                                       11



<PAGE>

5.    LICENSES (continued)

            On April 4, 2007, the Company and UBC amended the tasks and
            objectives of the existing collaborative research agreement. On
            August 29, 2007, the total costs of the project was revised to be
            estimated at CAD$190,479 ($167,175) from CAD$274,896 ($241,264). The
            Company paid in full the CAD$190,479 due to UBC for this project
            during the year ended May 31, 2008.

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

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

6.    PROPERTY AND EQUIPMENT

      Property and equipment consisted of the following at:


                                                       August 31,    May 31,
                                                         2008          2008
                                                      -----------   -----------
      Laboratory equipment                            $ 2,549,976   $ 2,540,643
      Furniture and fixtures                              261,165       261,165
      Land                                                260,784       260,784
      Computer equipment                                  243,202       240,983
      Building                                            175,011       175,011
      Leasehold improvements                               49,158        49,158
                                                      -----------   -----------
                                                        3,539,296     3,527,744
      Less:  accumulated depreciation                   1,718,597     1,594,564
                                                      -----------   -----------
                                                      $ 1,820,699   $ 1,933,180
                                                      ===========   ===========

      Depreciation expense for the three months ended August 31, 2008 was
      $124,033 (2007-$74,928).

7.    CE MARK LICENSE

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

      The following is a summary of the amortization of the CE Mark license at
      August 31, 2008:

      CE Mark license                                       $    1,421,283
      Less:  accumulated amortization                              219,114
                                                            --------------
                                                            $    1,202,169
                                                            ==============


                                       12



<PAGE>

8.    STOCKHOLDERS' EQUITY

      (a)   Common Stock

            (i)   On June 16, 2008, the Company's board of directors unanimously
                  approved a 1-for-10 reverse stock split of the company's
                  issued and outstanding common shares. The share consolidation
                  became effective on June 30, 2008. On that same date, the
                  Company's authorized capital stock of 500,000,000 shares,
                  consisting of 480,000,000 common shares with par value of
                  $0.001 per share and 20,000,000 preferred shares with par
                  value of $0.001 per share, was reduced to 68,000,000 shares,
                  consisting of 48,000,000 common shares with par value of
                  $0.001 per share and 20,000,000 preferred shares with par
                  value of $0.001 per share. All references to share data,
                  included warrants and stock options, presented in these
                  financial statements reflect the reverse stock split.

            (ii)  During the three months ended August 31, 2008, the Company
                  issued an aggregate of 188,481 (2007 - 1,476) common shares
                  for research and development, and consulting services with a
                  fair value of $314,000 (2007 - $8,853). Of these shares,
                  22,599 were recorded as common stock issuable at May 31, 2008.
                  In addition, 37,500 common shares were issued to the principal
                  vendor of Biosync in accordance with his executive services
                  agreement (Note 10).

            (iii) In September 2003, the Company placed 600,000 common shares to
                  a financial custodian acting as trustee pursuant to a listing
                  of the Company's shares on the Frankfurt Stock Exchange. The
                  Company was then conducting a Regulation S ("Reg S") offering
                  through the facilities of the Berlin Stock Exchange to raise
                  capital in mainly German speaking countries. The trustee was
                  to receive a fee of 3% of the total number of the shares held
                  in trust was paid in equal installments of 3,000 common shares
                  per month over a ten month period, assuming the maximum
                  offering of up to 1,000,000 common shares were sold. The
                  shares may only be traded on German stock exchanges pursuant
                  to Reg S. At May 31, 2008, 250,000 Reg S shares were held in
                  trust by the financial custodian and remain available for
                  financing purposes. However, the Company's management has
                  established a plan by which the Reg S shares will be returned
                  to treasury in exchange for one common share. Management
                  expects that share exchange will be completed by the end of
                  the 2009 fiscal year.

      (b)   Warrants

      The following table summarizes information about the warrants issued by
      the Company. All regular warrants, and Series A and C warrants are
      exercisable on a one-for-one basis into common shares.

                                                                      Weighted
                                                      Number of        average
                                                        shares       exer. price
                                                    --------------- ------------

      Balance, May 31, 2008 - Regular                   3,680,130      $ 6.11
      Balance, May 31, 2008 - Series "A"                  109,213        6.60
      Balance, May 31, 2008 - Series "C"                   11,932        6.60
                                                    --------------- ------------

      Balance, May 31, 2008                             3,801,275        6.13
                                                    --------------- ------------

      Regular:
          Issued - consulting services                     50,000        2.20
                                                    --------------- ------------

      Balance, August 31, 2008 - Regular                3,730,130        6.06
      Balance, August 31, 2008 - Series "A"               109,213        6.60
      Balance, August 31, 2008 - Series "C"                11,932        6.60
                                                    --------------- ------------

      Balance, August 31, 2008                          3,851,275      $ 6.08
                                                    =============== ============


                                       13



<PAGE>


8.    STOCKHOLDERS' EQUITY (continued)

      (b)   Warrants (continued)

            During the three months ended August 31, 2008, the board of
            directors approved an extension to the expiry date of 87,000
            warrants. The incremental fair value of the extended warrants was
            $8,200 and was charged to operations. The weighted average
            assumptions used in the Black-Scholes model were: volatility:
            87.12%, discount rate: 2.25%, dividend: nil and expected life of one
            year.

            In July 2008, the Company issued 50,000 warrants to a consultant to
            assist the Company with entering into an equity or debt financing
            arrangement. The warrants have an exercise price of $2.20 and expire
            on July 17, 2011. The warrants had an estimated fair value of
            $47,800 using the Black-Scholes option pricing model. The
            assumptions used in the calculation were: volatility: 92.3%,
            discount rate: 2.97%, dividend: nil and expected life of 3 years.

      (c)   Stock Options

            The Company's incentive stock options plan provides for the grant of
            incentive stock options for up to 4,000,000 common shares to
            employees, consultants, officers and directors of the Company.
            Incentive benefits granted under the plan may be either incentive
            stock options, non-qualified stock options, stock awards, restricted
            shares or cash awards. Options are granted for a term not to exceed
            ten years from the date of grant. Stock options granted generally
            vest over a period of two years. As of August 31, 2008, 718,590
            options remain available under the plans.

            During the three months ended August 31, 2008, the Company granted
            5,000 stock options to an employee of the Company. Each option
            entitles its holder to acquire one common share of the Company at a
            price of $3.00 per share, vests over a specified time and expires in
            five years from date of grant.

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

                                                           Three months ended
                                                              August 31,
                                                           2008          2007
                                                       -----------   -----------
            Expected volatility                           106.30%       122.66%
            Risk-free interest rate                         3.73%         4.57%
            Expected life (years)                            5.0           5.0
            Dividend yield                                   Nil           Nil
            Weighted average fair value of
              options granted                            $  1.48       $  3.49
                                                       ===========   ===========

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

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



                                       14



<PAGE>


8.    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, 2008 is as follows:
<TABLE>
<S>            <C>

                                                                ----------------- ---------------- -----------------
                                                                                     Weighted
                                                                   Number of          average      Weighted average
                                                                    options         exer. price       fair value
                                                                ----------------- ---------------- -----------------
            Exercise price equals market price at
              grant date:                                                   -        $   Nil           $   Nil
            Exercise price less than market price at
              grant date:                                                   -        $   Nil           $   Nil

            Exercise price greater than market price
              at grant date:                                           5,000         $  3.00           $  1.48
                                                                ================= ================ =================

      A summary of stock option information for the three months ended August 31, 2008 is as follows:

                                                                ----------------- ---------------- -----------------
                                                                                     Weighted
                                                                                      average         Aggregate
                                                                      Shares        exer. price    intrinsic value
                                                                ----------------- ---------------- -----------------
      Options outstanding at May 31, 2008                              3,088,980       $ 5.09
      Options granted                                                      5,000         3.00
      Options expired or forfeited                                       (1,570)         6.26
                                                                ----------------- ---------------- -----------------
      Options outstanding at August 31, 2008                           3,092,410       $ 5.09         $   1,634,500
                                                                ================= ================ =================
      Exercisable at August 31, 2008                                   2,452,800       $ 4.97         $   1,617,500
                                                                ================= ================ =================

      The following summarizes information about the stock options outstanding and exercisable at August 31, 2008:

                                    Options Outstanding                                   Options Exercisable
           ----------------------------------------------------------------------- ----------------------------------
           ------------------ -------------------- --------------- --------------- ----------------- ----------------
               Range of        Number of Options      Average         Weighted        Number of         Weighted
                                                     Remaining
                                                    Contractual       Average          Options           Average
            Exercise Price        Outstanding       Life (year)    Exercise Price    Exercisable     Exercise Price
           ------------------ -------------------- --------------- --------------- ----------------- ----------------
                 $1.70                  70,000          4.31                              70,000
                 $2.00                 110,000          1.46                             110,000
                 $2.10                  50,000          3.73                              50,000
                 $3.00                 177,000          1.67                             154,500
                 $4.00                 381,500          2.71                             381,500
                 $5.00                  85,000          3.02                              51,667
                 $5.50               1,312,181          5.34                             819,731
                 $6.00                 695,000          4.97                             657,500
                 $6.20                  30,000          3.74                              18,000
                 $6.40                   5,000          2.92                               5,000
                 $6.50                 137,729          3.76                              95,902
                 $6.70                  10,000          2.79                              10,000
                 $7.50                  20,000          2.65                              20,000
                 $8.00                   9,000          2.06                               9,000
           -----------------------------------------------------                 -------------------
              $1.70-$8.00            3,092,410          4.35           $5.09           2,452,800          $4.97
           ==========================================================================================================

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


                                       15



<PAGE>


8.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

            Compensation cost during the three months ended August 31, 2008
            related to the vesting of stock options granted to employees was
            charged to operations at the awards' fair value of $228,543(2007 -
            $246,713). At August 31, 2008, there was approximately $970,500 of
            total unrecognized compensation cost related to non-vested
            share-based compensation arrangements granted under the Plan. This
            cost is expected to be recognized over a period of 18 months.

            The aggregate intrinsic value of the Company's stock options is
            calculated as the difference between the exercise price of the
            options and the quoted price of the common shares that were
            in-the-money. The aggregate intrinsic value of the Company's stock
            options exercised under the Plan was $Nil and $90,100 for the three
            months ended August 31, 2008 and 2007, respectively, determined at
            the date of option exercise.

            During the three months ended August 31, 2008, $115,245 (2007 -
            $145,064) of stock-based compensation pertains to options granted to
            research and development personnel.

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

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

      In October 2007, the Company and certain senior officers and directors
      were served with summons and complaint documents for an action in New York
      state court alleging breach of contract, fraud, fraudulent concealment,
      negligent misrepresentation, unjust enrichment and conspiracy claims in
      connection with the Termination. The Company learned on May 20, 2008 that,
      by orders dated March 31, 2008, the New York state court dismissed all the
      claims against the Company and its subject officers and directors for lack
      of personal jurisdiction. The Vendors filed a notice of appeal to protect
      their ability to appeal the order; however, they have not perfected that
      appeal and there is no briefing schedule as of the release of these
      financial statements.

10.   RELATED PARTY TRANSACTIONS

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

      During the three months ended August 31, 2008, the Company paid or accrued
      $425,934 (2007 - $632,704) of management and consulting fees to its
      executive officers and directors. Of this amount, $81,743 (2007 - $39,761)
      was allocated to research and development expense. Included in accounts
      payable is $102,832 at August 31, 2008 (May 31, 2008 - $65,227).



                                       16



<PAGE>


10.   RELATED PARTY TRANSACTIONS (continued)

      Included in the amount of $425,934 is the accrued amount of $129,221 due
      to the Chief Operating Officer and President of Biosync which will be
      issued in common stock on time periods stipulated in the agreement as
      follows:

            The Company and Biosync entered into an executive services agreement
            with the principal vendor, being Mr. Rajesh Vaishnav, on February
            16, 2007. Mr. Vaishnav will assume the position of Chief Operating
            Officer and President of Biosync under such commercially competitive
            compensation terms which will include, but not limited to, (i) a
            monthly fee of $12,000 plus monthly allowance of $500, (ii) stock
            options of up to 100,000 common shares at an exercise price of $6.00
            for a period of not less than ten years from the date of grant and,
            (iii) an aggregate of up to 400,000 common shares with an issuance
            price of $6.60. Of the 400,000 common shares, 250,000 will be based
            on the achievement of certain milestones as outlined in the
            agreement, of which 75,000 common shares were issued upon receiving
            the CE Mark License, and the other 150,000 common shares to be given
            in four equal installments over the two-year term of the agreement.
            Installments of 37,500 common shares were issued on September 28,
            2007, February 19, 2008 and August 22, 2008.

      At August 31, 2008, amounts due from the employees of Biosync totaled
      $3,368 (May 31, 2008 - $6,761). These amounts are unsecured, non-interest
      bearing and will be repaid by periodic deduction of future wages.

      During the quarter ended August 31, 2008, the Company signed two
      promissory notes with its Chairman totaling $96,410 ($102,000CAD). The
      promissory notes are unsecured, bear interest at 12% per annum and expire
      on October 14 and 28, 2008, respectively.

11.   COMMITMENTS AND CONTINGENCIES

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

            2009                                                $      120,447
            2010                                                       120,447
            2011                                                        40,149
                                                                --------------
                                                                $      281,043
                                                                ==============

            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. At August 31, 2008, this amount was recorded as a
            deferred lease inducement with a current portion of $8,081 (May 31,
            2008 - $8,081) and long-term portion of $9,428 (May 31, 2008 -
            $11,448) and is being amortized over the term of the lease. During
            the three months ended August 31, 2008, amortization of $2,020 (2007
            - $2,020) was recorded as a reduction of rent expense in the
            statement of operations. Rent expense for the three months ended
            August 31, 2008 was $46,411 (2007 - $44,505). Of this amount,
            $29,301 (2007 - $26,477) was allocated to research and development
            expense during the same period.

      (b)   On November 18, 2002, a lawsuit against the Company was filed in the
            Supreme Court of British Columbia. The statement of claim, arising
            from a settlement agreement dated September 14, 2001, seeks the
            exchange of 319,240 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.


                                       17



<PAGE>


11.   COMMITMENTS AND CONTINGENCIES (continued)

            The Company and M-I Vascular Innovations, Inc. ("M-I") attended a
            court hearing in chambers during April 2003 on a summary trial
            application by the plaintiff for an order for a declaration of
            specific performance that the plaintiff is entitled to an exchange
            of 3,192,399 common shares of M-I for 319,240 common shares of the
            Company pursuant to the settlement agreement entered into on
            September 14, 2001. The plaintiff was granted the relief sought at
            the summary trial and the Company was ordered to perform the share
            exchange.

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

            On December 29, 2004, the Company issued 319,240 common shares to
            exchange for 3,192,399 common shares of M-I. These shares were
            issued to comply with an order of the Supreme Court of British
            Columbia dated May 20, 2003. On May 26, 2005, the Company issued
            1,700 common shares to exchange for 17,000 common shares of M-I.

            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, 2008
            as the outcome of this legal proceeding is uncertain at this time.

12.   GENERAL AND ADMINISTRATIVE EXPENSES

      General and administrative expenses consisted of the following:

                                                          Three months ended
                                                             August 31,
                                                         2008           2007
                                                      -----------   -----------
      Public relations, financing and corporate
        development                                   $   948,890   $   238,699
      Management fees                                     399,880       652,726
      Legal                                               166,142        98,822
      Audit                                               152,159       243,337
      Consulting                                          101,506       106,126
      Operating expenses                                  388,168       461,568
                                                      -----------   -----------
                                                      $ 2,156,745   $ 1,801,278
                                                      ===========   ===========

      During the three months ended August 31, 2008, general and administrative
      expenses include $49,500 (2007 - $7,940) and $Nil (2007 - $84,464) of
      amortized deferred compensation in public relations and consulting,
      respectively. Included in general and administrative expenses are
      stock-based compensation charges of $34,505 (2007 - $101,649) related to
      options granted to administrative personnel.


                                       18



<PAGE>


13.   SEGMENTED INFORMATION

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

      The following is a summary of the Company's geographical information as of
      August 31, 2008 and for the three months ended August 31, 2008 and 2007:

<TABLE>
<S>            <C>
                                                                                         Discontinued
                                                         Canada            India          Operations          Total
                                                      --------------    ------------    ---------------   -------------
THREE MONTHS ENDED AUGUST 31, 2008
Net revenue                                            $           -    $    185,263    $             -   $     185,263
Gross profit                                                       -          31,270                  -          31,270
Depreciation and amortization                                 36,374         123,191                  -         159,565
Net loss                                                   3,061,965         495,105                  -       3,557,070

AS OF AUGUST 31, 2008
Total assets                                               1,899,257       2,047,629                  -       3,946,886
Additions to property and equipment                                -          11,552                  -          11,552
CE Mark license                                                    -       1,202,169                  -       1,202,169

THREE MONTHS ENDED AUGUST 31, 2007
Net revenue                                                        -         301,610                  -         301,610
Gross profit                                                       -          63,087                  -          63,087
Depreciation and amortization                                 29,529          90,381              3,871         123,781
Net loss                                                   2,588,381         259,788            286,483       3,134,652

</TABLE>


                                       19



<PAGE>

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

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

OVERVIEW

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

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

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

                                       20



<PAGE>

Recent Developments

NOVEMBER 2007 SALE OF SAGAX

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

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

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

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

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

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

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


                                       21



<PAGE>

We accounted for the sale of SagaX as a divestiture during the third fiscal
quarter of the year ended May 31, 2008. The $68,532 gain on the sale of SagaX
was a result of the carrying values of its liabilities exceeding its assets. A
full valuation allowance has been provided on the $4 million payment due from
the Purchaser as the repayment is solely dependent on future successful
operations of the business of SagaX. No royalty fee income has been accrued
because the Purchaser has not demonstrated that any such product sales can be
achieved in the immediate future. Further, no accrual for a bonus receivable has
been recorded because there was not sufficient information available to
determine such an amount and the realization of the bonus is not probable.

VESTASYNC CLINICAL TRIAL

In May 2007 we commenced with our first ever human implantation of a HAp-coated
stent and the launch of our VESTAsync First-In-Man Pilot Trial ("FIM Trial").
The FIM Trial will evaluate the safety and efficacy of our polymer-free
nanoscale microporous HAp drug-eluting stent for the treatment of single de novo
lesions in native coronary arteries.

We presented the 4-month results of the FIM Trial at an industry conference in
October 2007. The 9-month follow-up results were presented to another industry
conference in March 2008. These results suggested that our stent has the
potential for superior safety and equivalent efficacy when compared to currently
available drug-eluting stents. A 12-month follow-up study released in August
2008 on all FIM Trial patients confirmed the previous 9-month data on safety and
efficacy results. Our management was encouraged by these results of the FIM
Trial and began enrolling patients in the VESTAsync II trial.



                                       22



<PAGE>


DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

THREE MONTHS ENDED AUGUST 31, 2008 COMPARED TO AUGUST 31, 2007

Revenues. During the three months ended August 31, 2008, revenues were $185,263
compared to $301,610 for the same quarter in the prior year. Cost of sales
during the quarter ended August 31, 2008 was $153,933 resulting in a gross
profit of $31,270. Cost of sales during the comparative period in 2007 was
$238,523 and gross profit was $63,087. The current decrease in revenues from
2007 was primarily a result of the timing of stents being ordered by customers.
Our gross profit was lower in 2008 compared to 2007 as a result of higher fixed
overhead costs. We expect that revenues will grow in the subsequent quarters of
fiscal 2009 because of more aggressive marketing efforts and the introduction of
new products. Gross profits vary significantly on different products and the
amount of time our production facility spends on research and clinical trial
activities which are allocated to research and development expense.

General and Administrative Expenses

General and administrative expenses increased to $2,156,745 during the quarter
ended August 31, 2008, from $1,801,278 during the quarter ended August 31, 2007.
The majority of the overall increase is attributable to an increase in public
relations, financing and corporate development activity. The increase was a
consequence of entering into contracts with firms to increase awareness in the
marketplace of our technology and to assist us in raising capital in order to
fund our operations and research program. Some of the payments were made by the
issuance of shares and granting of warrants to conserve cash. Management fees
decreased in the current quarter primarily as a result of less recognition of
share-based compensation attributed to Biosync Scientific compared to the
corresponding period of 2007. Legal fees increased in the current quarter due to
the involvement of legal counsel required to review and negotiate potential
investment documents. Our audit fees were significantly higher during the
quarter ended August 31, 2007 compared to 2008 because of the fees associated
with the Biosync Scientific acquisition.

The following table compares the general and administrative expenses for the
quarters ended August 31, 2008 and 2007:

                                     2008         2007      Increase/(Decrease)
                                  ----------   ----------   --------------------
Public relations, financing and
 corporate development            $  948,890   $  238,699   $  693,691     291%
Management fees                      399,880      652,726     (252,846)    (39)%
Legal                                166,142       98,822       67,320      68%
Audit                                152,159      243,337      (91,178)    (37)%
Consulting                           101,506      106,126       (4,620)     (4)%
Operating expenses                   388,168      461,568      (73,400)    (16)%
                                  ----------   ----------   ----------  --------

                                  $2,156,745   $1,801,278   $  338,967      19%
                                  ==========   ==========   ==========  ========

Research and Development Expenses

Research and development costs increased during the quarter ended August 31,
2008 to $1,473,942 compared to $1,149,761 for the quarter ended August 31, 2007.
The increase in the current quarter resulted primarily from the ongoing clinical
trial and the beginning of the follow-up clinical trial, increased payments to
purchase materials, significant legal fees incurred in order to secure patents
and technology protection, and share-based incentives granted to R&D personnel.
We expect research and development costs to increase in the subsequent quarters
of fiscal 2009 because we expect the follow-up clinical trial will require
substantial funding as the total number of participants increase. In addition,
we will incur continuing costs for the initial clinical trial as well as
conducting other pre-clinical trials necessary in procuring regulatory
approvals.


                                       23



<PAGE>

Interest Expense and Finance Fees

Interest expense and finance fees decreased $15,386 to $6,641 during the quarter
ended August 31, 2008 from $22,027 during the same period in 2007. We do not
expect to incur significant interest expense during the remainder of fiscal
2009; however, if we can arrange financing in the form of debt we would likely
incur a significant increase in interest expense.

Depreciation and Amortization Expense

Depreciation and amortization expenses increased to $159,565 during the quarter
ended August 31, 2008 compared to $119,910 for same period in 2007.
Approximately $74,500 of depreciation expense in 2008 has been allocated to cost
of sales during the current quarter as the majority of our equipment is used for
production purposes. The overall increase in the current quarter is due to
significant additions to laboratory equipment, building and other property and
equipment acquired during the end of fiscal 2007 through fiscal 2008. We expect
that depreciation expense will remain at the current level for the remainder of
fiscal 2009 because we do not anticipate any significant equipment purchases in
the first half of fiscal 2009.

Discontinued Operations

During the second quarter of fiscal 2008 we entered into a share purchase
agreement to sell our wholly-owned subsidiary SagaX, Inc. ("SagaX"). The
transaction was completed in December 2007. Accordingly, SagaX's results of
operations have been reflected as discontinued operations. Because the
transaction was completed in the previous fiscal year, there were no expenses of
SagaX recorded in the three months ended August 31, 2008.

Loss from Continuing Operations

The Company incurred a loss from continuing operations of $3,557,070 for the
three months ended August 31, 2008 compared to a loss of $2,848,169 for the
corresponding period in 2007. The increase in loss from continuing operations of
approximately $709,000 is primarily a result of the elevated research and
development activities and the related administrative costs compared to the same
period in 2007, including clinical trial costs, and higher legal, travel and
other operating costs associated with the increased level of research. In
addition, stock-based compensation increased significantly during 2008 which
reflects our efforts to retain key personnel while conserving cash for ongoing
trials. We believe this level of activity will increase during the remainder of
the current fiscal year as the completion of the first phase of the clinical
trial nears and the preparation for the subsequent clinical trial begins.

Liquidity and Capital Resources

Since inception, we have incurred significant losses from operations and have
financed our operations primarily from proceeds from private financings, the
exercise of options and warrants, and interest income. At August 31, 2008, we
had cash and cash equivalents of $16,449 and a working capital deficit of
$1,369,416. Due to the recent economic instability created primarily by the
banking and credit crisis in the U.S., we have not been able to procure funding
in order to execute our research programs. We continue to aggressively pursue
suitable investment opportunities so that we can maintain continuous research
and operations. Our Chairman and Chief Executive Officer have made loans to the
Company and have paid for expenses on the Company's behalf in an effort to allow
our operations to continue without interruption; however, we will have to
complete a financing arrangement during the second fiscal quarter in order to
avoid any such interruptions.

Net cash used in operations from continuing operations during the three months
ended August 31, 2008 was approximately $1.25 million which is a direct result
of preparing for the follow-up clinical trial as well as continuing to fund our
research program and supporting Biosync Scientific operations. Management
anticipates that our clinical trials, along with the continued support of our
India operations and other research activities, will lead to further operating
losses and substantial cash requirements for the remainder of fiscal 2009.


                                       24



<PAGE>

Net cash provided by financing activities during the three months ended August
31, 2008 was approximately $96,400 which represents funds loaned to us by our
Chairman in order to assist us with working capital.

Net cash used in investing activities during the three months ended August 31,
2008 was $11,552 which represents purchases of equipment necessary to support
and maintain our research activities. We anticipate that further investments in
laboratory and other equipment will be needed to further develop our
manufacturing capabilities in India and to conduct future research activities
throughout the remainder of fiscal 2009.

We expect to continue to use substantial resources and available cash to fund
operating and investing activities. Our management anticipates that the existing
cash balance will not be sufficient to meet the Company's working capital
requirements for the next fiscal quarter and we will have to raise funds through
private placements or other financing transactions in order to continue our
operations and research activities without interruption. However, there can be
no assurance that additional financing will become available, or, if available,
that such financing can be obtained on terms satisfactory to the Company.

Off-Balance Sheet Arrangements

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

Contractual Obligations

Our contractual obligations are presented in Management's Discussion and
Analysis in our Annual Report on Form 10-K for the year ended May 31, 2008. The
total obligations have not materially changed during the three months ended
August 31, 2008, except for the balance sheet changes in accounts payable and
accrued liabilities which in aggregate totaled approximately $1.3 million.

Accounting Policy Change and New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities".
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected will be reported in earnings. SFAS
No. 159 is effective for fiscal years beginning after November 15, 2007.

The Company adopted the provisions of SFAS No. 159 on June 1, 2007. The adoption
of SFAS No. 159 did not result in a cumulative adjustment to equity and there
were no unrecognized tax benefits, penalties or interest at the time of, or
subsequent to, adoption.

In May 2008, FASB released SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". This Statement is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities. SFAS No. 162 will become effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles". The Company does not anticipate that
this pronouncement will have a significant effect on its consolidated financial
statements.

In March 2008, FASB released SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133".
SFAS No. 161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. The Company does not expect that the adoption
of SFAS No. 161 will have a significant impact on its consolidated results of
operations or financial position.



                                       25



<PAGE>

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

In December 2007, FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No.51". This Statement
establishes accounting and reporting standards that require noncontrolling
interest in a subsidiary to be reported as a component of equity, changes in a
parent's ownership interest while the parent retains its controlling interest to
be accounted for as equity transactions, and any retained noncontrolling equity
investment upon the deconsolidation of a subsidiary to be initially measured at
fair value. The Statement also establishes reporting requirements that clearly
identify and distinguish between the interests of the parent and the interests
of the non-controlling owners. SFAS No. 160 is effective as of the beginning of
the first fiscal year beginning on or after December 15, 2008, and is effective
for the Company at the beginning of fiscal 2010. The Company does not expect
that the adoption of SFAS No. 160 will have a significant impact on its
consolidated results of operations or financial position.

In December 2007, FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS
141R"). SFAS 141R replaces SFAS No. 141, "Business Combinations" ("SFAS 141").
SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition
method of accounting (which SFAS 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. SFAS 141R also establishes principles and requirements for how the
acquirer: (a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; (b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS 141R
will apply prospectively to business combinations for which the acquisition date
is on or after April 1, 2009, the beginning of the Company's next fiscal year.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS 141R will have on its consolidated financial statements, the Company
will be required to expense costs related to any acquisitions after May 31,
2009.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

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

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

During the quarter ended August 31, 2008, there were no significant changes in
our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the period covered by this report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.



                                       26



<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1.A. RISK FACTORS

In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, "Item 1A Risk Factors" in
our Annual Report on Form 10-K for the year ended May 31, 2008, which could
materially affect our business, financial condition or future results. The risks
described in our Annual Report on Form 10-K are not the only risks facing our
Company. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results. There have been no
material changes from those risk factors set forth in our Annual Report on Form
10-K for the year ended May 31, 2008, during the period covered by this report.

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

During the three months ended August 31, 2008, we issued the following
unregistered securities pursuant to prospectus exemptions contained in Section
4(2) of the Securities Act of 1933, as amended, and/or Regulation S, and will
bear a restrictive Rule 144 legend to that effect:

On June 6, 2008, our board of directors approved the issuance of 22,599 common
shares to two consultants pursuant to their respective research consulting
agreements. The shares were issued on July 14, 2008 and the quoted price on this
date was $1.85. An additional 5,882 common shares were issued to the consultants
on August 22, 2008 under the same agreements. The quoted price on this date was
$1.25.

On July 30, 2008, our board of directors approved the issuance of 160,000 common
shares to a firm pursuant to a consulting agreement. The shares were issued on
July 31, 2008 and the quoted price on this date was $1.65.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

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

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

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

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


                                       27



<PAGE>




                                   SIGNATURES

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

                                               MIV Therapeutic, Inc.
                                               (Registrant)


    Date:  October 20, 2008                    /s/ Mark Landy
                                               ------------------------
                                               Mark Landy
                                               Chief Executive Officer



    Date:  October 20, 2008                    /s/ Patrick McGowan
                                               ------------------------
                                               Patrick McGowan
                                               Chief Financial Officer



                                       28