<Page>

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


                                   FORM 10-QSB/A
                                  Amendment No. 2


(Mark One)

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

                For the quarterly period ended February 28, 2007
                                               -----------------

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

             For the transition period from __________ to __________

                        Commission file number 000-32249
                   ------------------------------------------

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


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

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

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


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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: 81,772,334 as of February 28, 2007
                                           ------------------------------------

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

                                       1



<Page>

Explanatory Note


The Company is filing this amendment to reflect further revisions to Note 3 to
the interim consolidated financial statements included in this Form 10-QSB/A to
reflect the changes to each of the individual line items affected by the
restatement and provide further disclosure regarding the transaction. Item 2,
Management's Discussion and Analysis or Plan of Operation, has been amended
accordingly to reflect the impact of the restatement as well as revisions to
certain risk factors, and Item 3, Controls and Procedures, has been amended to
provide further discussion regarding the effectiveness of the Company's internal
control over financial reporting and disclosure controls and procedures.





<Page>

MIV THERAPEUTICS INC.
(A development stage company)

Amended Consolidated Financial Statements

February 28, 2007

(Unaudited)






INDEX
-----


Amended Consolidated Balance Sheets                                          F-2
Amended Consolidated Statements of Operations and Comprehensive
  Income (Loss)                                                              F-3
Amended Consolidated Statement of Stockholders' Equity                       F-4
Amended Consolidated Statements of Cash Flows                                F-5
Notes to Amended Consolidated Financial Statements                           F-6




<Page>
<TABLE>
<S>                                                                             <C>                          <C>
MIV THERAPEUTICS INC.
(A development stage company)
Amended Consolidated Balance Sheets
(Unaudited)
(Expressed in US dollars)                                                            Restated
(Basis of Presentation - Note 1)                                                     (Note 3)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                    February 28,                  May 31,
                                                                                        2007                        2006
---------------------------------------------------------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                     $           517,121          $         1,573,822
  Accounts receivable                                                                        58,714                       56,902
  Employee advances (Note 9(a))                                                              35,098                            -
  Prepaid expenses and deposits (Note 4)                                                    334,626                       84,365
  Inventories (Note 5)                                                                      221,723                            -
---------------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                      1,167,282                    1,715,089

PROPERTY AND EQUIPMENT, net (Note 7)                                                      1,139,901                      338,786

CE MARK LICENSE, net (Note 3)                                                             1,416,711                            -
---------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                    $         3,723,894          $         2,053,875
=================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables (Note 9)                                  $         1,066,214          $           185,624
  Deferred lease inducement - current portion (Note 10(a))                                    8,081                        8,081
---------------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                 1,074,295                      193,705
DEFERRED LEASE INDUCEMENT (Note 10(a))                                                       21,549                       27,609
DEFERRED INCOME TAX LIABILITY (Note 3)                                                      310,000                            -
---------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                         1,405,844                      221,314
---------------------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES  (Note 10)
STOCKHOLDERS' EQUITY

COMMON STOCK (Note 8)
  Authorized:
     230,000,000 common shares with a par value of $0.001
      20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
      81,772,334 common shares at February 28, 2007 and
      68,359,964 common shares at May 31, 2006                                               81,773                       68,360

ADDITIONAL PAID-IN CAPITAL                                                               39,805,465                   33,214,382

DEFERRED COMPENSATION                                                                     (386,747)                    (199,569)

COMMON STOCK ISSUABLE                                                                       670,449                       74,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                       (37,656,222)                 (31,127,944)

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

TOTAL STOCKHOLDERS' EQUITY                                                                2,318,050                    1,832,561
---------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $              3,723,894          $         2,053,875
=================================================================================================================================

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


                                      F-2


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Amended Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(Expressed in US dollars)
------------------------------------------------------------------------------------------------------------------------------------
                                                  Restated
                                                Period from
                                                 inception                   Restated                         Restated
                                                (January 20,                 (Note 3)                         (Note 3)
                                                   1999) to              Nine Months Ended                Three Months Ended
                                                 February 28,               February 28,                     February 28,
                                                     2007              2007             2006             2007             2006
------------------------------------------------------------------------------------------------------------------------------------

REVENUE                                         $        1,461    $        1,461    $           -   $        1,461    $           -
COST OF SALES                                              646               646                -              646                -
------------------------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                               815               815                -              815                -
EXPENSES
  General and administrative (Notes 9 and 11)       19,446,678         3,250,607        3,736,131        1,370,634        1,217,411
  Research and development (Note 9)                 10,318,081         2,304,665        1,398,040          698,278          555,723
  Stock-based compensation (Note 2)                  5,224,799           910,962          512,643          318,793            7,000
  Depreciation                                         984,490            85,994          118,885           34,993           47,872
  Amortization of CE Mark License                        4,572             4,572                -            4,572                -
  Interest expense and finance fees                    973,817            11,295           42,362            9,236            5,354
  Licenses acquired charged to operations              479,780                 -                -                -                -
  Finance cost on convertible debentures               382,307                 -                -                -                -
  Purchased in-process research
       and development                               2,205,013                 -                -                -                -
------------------------------------------------------------------------------------------------------------------------------------
                                                    40,019,537         6,568,095        5,808,061        2,436,506        1,833,360
------------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                               (40,018,722)       (6,567,280)      (5,808,061)      (2,435,691)      (1,833,360)

GAIN ON EXTINGUISHMENT OF DEBT                         462,249                 -                -                -                -
INTEREST INCOME                                        148,333            10,894           61,746            1,696           28,615
GAIN (LOSS) ON FOREIGN EXCHANGE                         87,431            14,108           (3,725)          36,704           (1,810)
------------------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE TAX AND MINORITY INTEREST              (39,320,709)       (6,542,278)      (5,750,040)      (2,397,291)      (1,806,555)
DEFERRED INCOME TAX RECOVERY                            14,000            14,000                -           14,000                -
------------------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE MINORITY INTEREST                      (39,306,709)       (6,528,278)      (5,750,040)      (2,383,291)      (1,806,555)
MINORITY INTEREST SHARE OF LOSS                        806,310                 -                -                -                -
------------------------------------------------------------------------------------------------------------------------------------

NET LOSS                                        $  (38,500,399)   $   (6,528,278)   $  (5,750,040)  $   (2,383,291)   $  (1,806,555)

OTHER COMPREHENSIVE INCOME (LOSS)
  Foreign currency translation                        (196,668)                -         (193,079)               -           17,570
------------------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE LOSS                              $  (38,697,067)   $   (6,528,278)   $  (5,943,119)  $   (2,383,291)   $  (1,788,985)
====================================================================================================================================
LOSS PER COMMON SHARE
  - basic and diluted                           $        (1.26)   $        (0.09)   $       (0.09)  $        (0.03)   $       (0.03)
====================================================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                               30,561,489        72,915,205       62,008,648       75,143,989       66,752,020
====================================================================================================================================

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


                                      F-3


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Amended Consolidated Statement of Stockholders' Equity                                                      Restated
(Unaudited)                                                                                                 (Note 3)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             Accumulated     Deficit       Total
                                                                                                Other      Accumulated     Stock-
                                         Common Stock       Additional  Deferred    Common     Compre-      During the    holders'
                                    ----------------------   Paid-in     Compen-    Stock      hensive     Development     Equity
                                       Shares     Amount     Capital     sation    Issuable      Loss         Stage       (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
                                                     $          $           $         $           $             $             $
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2006                68,359,964   68,360    33,214,382  (199,569)   74,000     (196,668)  (31,127,944)   1,832,561
Issuance of common stock: (Note 8)
  - for share subscriptions -
      Private placement              10,310,000   10,310     4,776,117         -         -            -             -    4,786,427
  - for exercise of warrants          1,238,505    1,239        49,761         -         -            -             -       51,000
  - for exercise of options             205,063      205         2,795         -         -            -             -        3,000
  - for services                      1,358,802    1,359       710,456  (387,866)   92,449            -             -      416,398
  - for license agreement (Note 6)      300,000      300       123,700   (50,000)  (74,000)           -             -            -
Subscription received                         -        -             -         -    50,000            -             -       50,000
Acquisition of Biosync Scientific
  Pvt. Ltd. (Note 3)                          -        -             -         -   528,000            -             -      528,000
Fair value of warrants issued for
  services                                    -        -        16,062   (16,062)        -            -             -            -
Fair value of extended warrants               -        -         1,230         -         -            -             -        1,230
Fair value of extended options                -        -       174,634         -         -            -             -      174,634
Fair value of stock options granted           -        -       736,328         -         -            -             -      736,328
Amortization of deferred
  compensation                                -        -             -   266,750         -            -             -      266,750
Comprehensive loss:
  Foreign currency translation
    adjustment                                -        -             -         -         -            -             -            -
  Net loss                                    -        -             -         -         -            -    (6,528,278)  (6,528,278)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, February 28, 2007           81,772,334   81,773    39,805,465  (386,747)  670,449     (196,668)  (37,656,222)   2,318,050
====================================================================================================================================

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


                                      F-4


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Amended Consolidated Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------------------------------------------------------
                                                                        Restated
                                                                       Period from
                                                                        inception              Restated
                                                                       (January 20,            (Note 3)
                                                                         1999) to                   Nine months ended
                                                                       February 28,                    February 28,
                                                                           2007                  2007                2006
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                          $     (38,500,399)    $      (6,528,278)  $      (5,750,040)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Stock-based compensation                                              8,886,570             1,177,712           1,821,949
      Stock issued for other than cash                                      5,682,134               416,398             393,575
      Interest expense on related party loan                                  850,000                     -                   -
      Interest expense on convertible debentures                               34,730                     -              34,730
      Fair value of extended warrants                                         196,074                 1,230                   -
      Depreciation and amortization                                           989,062                90,566             118,885
      Leasehold improvements written down                                      13,300                     -                   -
      Project acquisition costs                                                     -                     -              53,426
      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                     -                   -
      Deferred income tax recovery                                            (14,000)              (14,000)                  -
      Minority interest                                                      (806,310)                    -                   -
  Changes in operating assets and liabilities:
      Accounts receivable                                                    (218,965)               (1,812)            (46,294)
      Due from related party                                                  (35,098)              (35,098)             17,500
      Prepaid expenses and deposits                                          (260,444)             (175,521)            (71,327)
      Inventory                                                                23,079                23,079                   -
      Accounts payable and other payables                                     956,872               712,706             (96,739)
--------------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                     (19,940,831)           (4,333,018)         (3,524,335)
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs                      20,365,336             4,840,427           5,909,352
  Due to related parties                                                      850,000                     -                   -
  Proceeds from (repayments of) convertible debentures                        755,000                     -             (50,000)
  Cash acquired in reverse acquisition                                         13,824                     -                   -
  Subscriptions received                                                    1,407,310                50,000                   -
  Common stock redemption                                                    (120,000)                    -                   -
  Loan payable                                                                500,000                     -                   -
--------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                  23,771,470             4,890,427           5,859,352
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cash acquired on acquisition of Biosync Scientific Pvt.
    Ltd. -net (Note 3)                                                         17,557                17,557                   -
  Acquisition of Biosync Scientific Pvt. Ltd. - net (Note 3)               (1,415,885)           (1,415,885)                  -
  Pre-acquisition advances to Biosync Scientific Pvt.
    Ltd. (Note 3)                                                            (121,870)             (121,870)
  Acquisition of license                                                     (200,000)                    -                   -
  Purchase of property and equipment                                       (1,354,336)              (93,912)           (170,669)
--------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                      (3,074,534)           (1,614,110)           (170,669)
--------------------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                              (238,984)                    -              (6,984)
--------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          517,121            (1,056,701)          2,157,364
CASH AND CASH EQUIVALENTS, beginning                                                -             1,573,822             492,709
--------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, ending                                   $         517,121     $         517,121   $       2,650,073
================================================================================================================================

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

                                      F-5


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


1.    BASIS OF PRESENTATION

      The accompanying unaudited interim consolidated balance sheets, statements
      of operations and comprehensive income (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 February 28, 2007, and the results
      of operations and cash flows for the interim periods ended February 28,
      2007 and 2006.

      The unaudited interim consolidated financial statements include the
      Company's newly-acquired subsidiary, Biosync Scientific Pvt. Ltd
      ("Biosync"). The acquisition was completed on February 16, 2007 (Note 13).

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

      Since inception, the Company has suffered recurring losses, totaling
      $38,500,399 as of February 28, 2007. To date, management has been able to
      finance the operations through the issuance of common stock, and through
      related party loans, in order to meet its strategic objectives. Management
      plans to continue to seek other sources of financing on favorable terms;
      however, there are no assurances that any such financing can be obtained
      on favorable terms, if at all. Management expects to monitor and control
      the Company's operating costs to a minimum until cash is available through
      financing or operating activities. There are no assurances that the
      Company will be successful in achieving these plans. The Company
      anticipates that losses will continue until such time, if ever, as the
      Company is able to generate sufficient revenues to support its operations.
      The Company's ability to generate revenue primarily depends on its success
      in completing development and obtaining regulatory approvals for the
      commercialization of its stent technology. The Company's ability to obtain
      sufficient financing to continue the development of, and if successful, to
      commence the manufacture and sale of its products under development, if
      and when approved by the applicable regulatory agencies is uncertain. In
      view of these conditions, the ability of the Company to continue as a
      going concern is in substantial doubt and dependent upon achieving a
      profitable level of operations and on the ability of the Company to obtain
      necessary financing to fund ongoing operations. Management believes that
      its current and future plans enable it to continue as a going concern.
      These 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.


                                      F-6


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


2.    ADOPTION OF NEW ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS

      (a)   Adoption of New Accounting Policies

            (i)   Stock-based Compensation

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

            The Company recorded stock-based compensation expense of $910,962
            during the nine months ended February 28, 2007 and $318,793 during
            the three months ended February 28, 2007 as a result of the adoption
            of SFAS No. 123R.

            As of February 28, 2007, $84,238 of total unrecognized compensation
            cost related to stock options and restricted stock units is expected
            to be recognized over a weighted-average period of two years.

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


                                      F-7


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


2.    ADOPTION OF NEW ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS
(continued)

      (a)   Adoption of New Accounting Policies (continued)

            (i)   Stock-based Compensation (continued)

            The following table illustrates the effect on net income after taxes
            and net income per common share as if the Company had applied the
            fair value recognition provisions of SFAS No. 123R to stock-based
            compensation during the nine months and three months ended February
            28, 2006:

<TABLE>
                                                                      Nine Months       Three Months
                                                                         Ended              Ended
                                                                            February 28, 2006
                                                                     --------------------------------
<S>                                                                  <C>               <C>
            Net loss                                As reported      $ (5,750,040)     $  (1,806,555)
            SFAS No. 123R compensation expense
                                                    Pro-forma            (291,936)           (80,821)
                                                                     --------------------------------

            Net loss                                Pro-forma        $ (6,041,976)        (1,887,376)
            =========================================================================================

            Basic and diluted net loss per share    Pro-forma        $      (0.10)     $      (0.03)
            =========================================================================================
</TABLE>
            For the three and nine months ended February 28, 2007, $39,181 (2006
            - $7,000) and $273,423 (2006 - $80,600) of stock-based compensation
            expenses were related to options granted to research and development
            personnel, respectively.

            (ii)  Inventory

            Inventories are stated at the lower of cost or replacement cost with
            respect to raw materials and the lower and net realizable value with
            respect to finished goods and work in progress. Cost of work in
            progress and finished goods is determined on a first-in, first-out
            basis and includes direct material, direct labour and overheads. Net
            realizable value represents the anticipated selling price less
            estimated costs of completion and distribution.

            In November 2004, the FASB issued SFAS No. 151, "Inventory Costs--an
            amendment of ARB No. 43, Chapter 4", which is the result of the
            FASB's project to reduce differences between U.S. and international
            accounting standards. SFAS No. 151 requires idle facility costs,
            abnormal freight, handling costs, and amounts of wasted materials
            (spoilage) be treated as current-period costs. Under this concept,
            if the costs associated with the actual level of spoilage or
            production defects are greater than the costs associated with the
            range of normal spoilage or defects, the difference would be charged
            to current-period expense, not included in inventory costs.

            SFAS No. 151 was adopted by the Company beginning June 1, 2006. The
            adoption of SFAS No. 151 did not have an impact on the Company's
            unaudited interim consolidated financial statements during the
            period ended February 28, 2007.


                                      F-8


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


2.    ADOPTION OF NEW ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS
(continued)

      (a)   Adoption of New Accounting Policies (continued)

            (iii) Revenue Recognition

            The Company recognizes revenue, net of returns, rebates and sales
            allowances, if any from the sale of products, at the time when the
            product is delivered to the customer and/or dealer. Revenues are
            recognized only when the Company has transferred to the customer
            and/or dealer the significant risk and rewards of ownership of the
            goods, title to the products transfers, the amount is fixed and
            determinable, evidence of an agreement exists, there is reasonable
            assurance of collection of the sales proceeds, the Company has no
            future obligations and the customer and/or dealer bears the risk of
            loss.

            (iv)  License

            CE Mark License that allows Biosync to manufacture and sell bare
            metal stents is recorded at cost and is amortized on a straight-line
            basis over its useful life of ten years.

            The CE Mark License is tested for impairment whenever events or
            circumstances indicate that its carrying amount may not be
            recoverable. An impairment loss would be recognized when the
            carrying amount of the License exceeds the estimated undiscounted
            cash flows used in determining the fair value of the assets. The
            amount of the impairment loss to be recorded is calculated by the
            excess of the carrying value over its fair value, with fair value
            being determined using a discounted cash flow analysis.

      (b)   New Accounting Pronouncements

            The FASB has issued the following pronouncements:

            In February 2006, the FASB issued SFAS No. 155, "ACCOUNTING FOR
            CERTAIN HYBRID FINANCIAL INSTRUMENTS-AN AMENDMENT OF FASB STATEMENTS
            NO. 133 AND 140", to simplify and make more consistent the
            accounting for certain financial instruments. SFAS No. 155 amends
            SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
            ACTIVITIES", to permit fair value remeasurement for any hybrid
            financial instrument with an embedded derivative that otherwise
            would require bifurcation, provided that the whole instrument is
            accounted for on a fair value basis. SFAS No. 155 amends SFAS No.
            140, "ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
            EXTINGUISHMENTS OF LIABILITIES", to allow a qualifying
            special-purpose entity to hold a derivative financial instrument
            that pertains to a beneficial interest other than another derivative
            financial instrument. SFAS No. 155 applies to all financial
            instruments acquired or issued after the beginning of an entity's
            first fiscal year that begins after September 15, 2006, with earlier
            application allowed. This standard is not expected to have a
            significant effect on the Company's future reported financial
            position or results of operations.


                                      F-9


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


2.    ADOPTION OF NEW ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS
(continued)

      (b)   New Accounting Pronouncements (continued)

            In March 2006, the FASB issued SFAS No. 156, "ACCOUNTING FOR
            SERVICING OF FINANCIAL ASSETS, AN AMENDMENT OF FASB STATEMENT NO.
            140, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
            EXTINGUISHMENTS OF LIABILITIES". This statement requires all
            separately recognized servicing assets and servicing liabilities be
            initially measured at fair value, if practicable, and permits for
            subsequent measurement using either fair value measurement with
            changes in fair value reflected in earnings or the amortization and
            impairment requirements of Statement No. 140. The subsequent
            measurement of separately recognized servicing assets and servicing
            liabilities at fair value eliminates the necessity for entities that
            manage the risks inherent in servicing assets and servicing
            liabilities with derivatives to qualify for hedge accounting
            treatment and eliminates the characterization of declines in fair
            value as impairments or direct write-downs. SFAS No. 156 is
            effective for an entity's first fiscal year beginning after
            September 15, 2006. The adoption of this statement is not expected
            to have a significant effect on the Company's future reported
            financial position or results of operations.

            In July 2006, FASB issued Interpretation No. 48 "ACCOUNTING FOR
            UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT
            NO. 109" ("FIN 48"). This Interpretation clarifies the accounting
            for uncertainty in income taxes recognized in an enterprise's
            financial statements in accordance with SFAS Statement No. 109,
            "Accounting for Income Taxes". This Interpretation prescribes a
            recognition threshold and measurement attributes for the financial
            statement recognition and measurement of a tax position taken or
            expected to be taken in a tax return. This Interpretation also
            provides guidance on de-recognition, classification, interest and
            penalties, accounting in interim periods, disclosure, and
            transition. This Interpretation is effective for fiscal years
            beginning after December 15, 2006. The Company does not expect that
            this Interpretation will have any effect on the Company.

            In September 2006, FASB issued SFAS No. 157, "Fair Value
            Measurements". The objective of SFAS 157 is to increase consistency
            and comparability in fair value measurements and to expand
            disclosures about fair value measurements. SFAS 157 defines fair
            value, establishes a framework for measuring fair value in generally
            accepted accounting principles, and expands disclosures about fair
            value measurements. SFAS 157 applies under other accounting
            pronouncements that require or permit fair value measurements and
            does not require any new fair value measurements. The provisions of
            SFAS 157 are effective for fair value measurements made in fiscal
            years beginning after November 15, 2007. The Company has not
            determined the effect, if any, that the adoption of SFAS 157 will
            have on the Company's consolidated financial position or results of
            operations.

            In February 2007, the FASB issued SFAS No. 159, "The Fair Value
            Option for Financial Assets and Financial Liabilities" ("SFAS 159").
            SFAS 159 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 159 is effective for fiscal years
            beginning after November 15, 2007. The Company currently is
            assessing the impact of SFAS 159 on its' consolidated financial
            position or results of operation.


                                      F-10


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


2.    ADOPTION OF NEW ACCOUNTING POLICIES AND NEW ACCOUNTING PRONOUNCEMENTS
(continued)

      (c)   Reclassifications

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

3.    RESTATEMENT

      On February 16, 2007, the Company completed the acquisition of all of the
      issued and outstanding shares of Biosync Scientific Pvt. Ltd ("Biosync"),
      a body corporate subsisting under and registered pursuant to the laws of
      India and is presently engaged in the business of designing, manufacturing
      and marketing coated and non-coated vascular stents and related
      accessories.

      Under the terms of the agreement in principle dated October 17, 2006, and
      the amending agreement dated February 16, 2007 (collectively the
      "Agreement"), in consideration for the acquisition of the shares of
      Biosync, the Company will issue 50,000 shares of the Company's common
      stock with an estimated fair value of $33,000 and paid $500,000 to the
      vendors. As a further condition of the Agreement, the Company was required
      to satisfy any and all bank indebtedness of Biosync. The 50,000 shares are
      included in common stock issuable in the statement of shareholders' equity
      as of February 28, 2007.

      The acquisition has been accounted for by the purchase method with the
      fair value of the consideration paid being allocated to the identifiable
      assets and liabilities of Biosync as of February 16, 2007.

      The Company originally recorded the acquisition of Biosync at a purchase
      price of $900,000 (using the $0.50 per share value as contemplated in the
      Agreement) and the purchase price in excess of the fair value of net
      assets acquired was $493,154. This amount was incorrectly recorded as
      purchased in-process research and development, which was subsequently
      expensed. At the time the interim consolidated financial statements were
      filed, the Company's management had not yet determined the future economic
      benefit of the recently acquired CE Mark License and whether such excess
      purchase price should have been capitalized; therefore, the $493,154 was
      charged to operations.

      Upon further review of the transaction, the Company adjusted the purchase
      price of Biosync to $1,943,885 (refer to the table on the following page).
      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
      which allows Biosync to manufacture and sell its stents. 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 management. The
      CE Mark License is being amortized over a period of 10 years and
      amortization expense of $4,572 has been expensed during the three month
      period ended February 28, 2007. The 750,000 shares to be issued on the
      condition of receiving the CE Mark License, which Biosync obtained in
      November 2006, with an estimated fair value of $495,000 were included in
      the purchase price since the license was obtained prior to the acquisition
      date. The 750,000 shares are included in common stock issuable in the
      statement of stockholders' equity as of February 28, 2007.


                                      F-11


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

      The $0.66 share price used to determine the adjusted purchase price was
      based on the average closing market prices of the Company's common stock
      which includes the two trading days before and after the acquisition
      negotiated and announced on February 16, 2007. The $0.16 per share
      increase in the 800,000 common shares issued in connection with the
      acquisition resulted in a $128,000 increase in the purchase price.

      In addition to the CE Mark License, further adjustments were made to
      Biosync's financial statements as of February 16, 2007 to reflect the fair
      values of the net assets acquired.

<TABLE>
                                                            AS PREVIOUSLY
                                                               REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                         <C>                 <C>                  <C>
      Cash and cash equivalents                             $      21,848       $      (4,291)       $      17,557
      Prepaid expenses and other current assets (a)               223,690            (148,950)              74,740
      Inventories (b)                                             665,524            (420,722)             244,802
      Property and equipment (c)                                  683,011             110,186              793,197
      In-process research and development                         493,154            (493,154)                   -
      CE Mark License                                                   -           1,421,283            1,421,283
                                                            -------------------------------------------------------

                                                                2,087,227             464,352            2,551,579
      Accounts payable and other current liabilities (d)         (155,332)             (6,492)            (161,824)
      Advances from MIV Therapeutics Inc.                        (121,870)                  -             (121,870)
      Bank indebtedness (e)                                      (910,025)            910,025                    -
      Deferred income tax liability (f)                                 -            (324,000)            (324,000)
                                                            -------------------------------------------------------

      Fair value of net assets acquired                     $     900,000       $   1,043,885        $   1,943,885
                                                            =======================================================

      Consideration paid:
        Cash                                                $     500,000       $           -        $     500,000
        800,000 shares of restricted common stock                 400,000             128,000              528,000
      Assumption of bank indebtedness                                   -             908,351              908,351
      Acquisition costs                                                 -               7,534                7,534
                                                            -------------------------------------------------------

                                                            $     900,000       $   1,043,885        $   1,943,885
                                                            =======================================================
</TABLE>

      Explanations for the significant adjustments not previously discussed are
      as follows:

      (a)   Prepaid expenses and other current assets - Management discovered
            that certain start-up costs totaling approximately $39,000 which are
            not allowed to be capitalized were included in the account balance;
            therefore, such costs were charged to operations. The remaining
            adjustment related to certain costs incurred on the construction of
            a new facility which were reclassified to property and equipment net
            of some minor items which were charged to operations and a
            reclassification to prepaid expenses of $4,291 from cash and cash
            equivalents relating to cash advances made to salesmen. In
            aggregate, prepaid expenses and other current assets were reduced by
            $148,950.

      (b)   Inventories - Prior to the year end, Management identified $119,016
            of book-to-actual discrepancies and scrap inventory that remained on
            the general ledger that had no value. Management also recorded a
            further provision of $301,706 to reduce inventory to lower of cost
            or its net realizable value. In aggregate, inventory was reduced by
            $420,722.


                                      F-12


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

      (c)   Property and equipment - As noted above, approximately $119,000 of
            costs which were included in prepaid expenses and other current
            assets were determined to be capitalized assets. Certain costs
            totalling $8,928 were initially incorrectly capitalized and
            subsequently adjusted and charged to operations. In aggregate,
            property and equipment was increased by $110,186.

      (d)   Accounts payable and other current liabilities - While preparing the
            year end financial statements, Management noted certain cut-off
            errors as of February 16, 2007 regarding the timing of recognition
            on some expenses. As such, $6,492 of additional expenses were
            accrued.

      (e)   Bank indebtedness - According to the terms of the amended Agreement,
            the Company agreed to assume all bank indebtedness of BioSync.
            Accordingly, the loan payable to the bank was considered to be part
            of the purchase price; therefore, the balance was eliminated from
            net assets acquired and added as consideration paid by the Company.

      (f)   Deferred income tax liability - This represents the excess tax base
            of the acquired CE Mark over its book value which was not
            contemplated by Management upon initially recording the acquisition.

      In addition, the Company and Biosync entered into an executive services
      agreement with the principal Vendor being employed as 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 allowance of $500, (ii) stock options of up to
      1,000,000 common shares at an exercise price of $0.60 for a period of not
      less than ten years from the date of grant and, (iii) an aggregate of up
      to 4,000,000 common shares with an issuance price of $0.50. Of the
      4,000,000 common shares, 2,500,000 will be based on the achievement of
      certain milestones as outlined in the agreement, of which 750,000 common
      shares upon receiving CE Mark License and the other 1,500,000 common
      shares to be given in four equal installments over the two-year term of
      the agreement. The fair value of the options and common shares are treated
      as stock based compensation expenses and amortized over the service
      period.

      The statement of operations includes the operations of Biosync for the
      period February 16 to 28, 2007. A summarized statement of operations for
      Biosync for the periods June 1, 2006 until February 15, 2007 acquisition
      date and for the period June 1, 2005 to May 31, 2006 is as follows:

                                         June 1, 2006      June 1, 2005
                                         Feb 15, 2007      May 31, 2006
                                        --------------------------------
        Sales                           $      60,692     $     174,185
        Total operating expenses              272,495            68,353
        Income (loss) for the period         (211,803)           32,061

      Restated pro-forma financial information for the nine months ended
      February 28, 2007 and 2006 assuming the acquisition occurred on June 1,
      2005, are as follows:

                                             2007              2006
                                        --------------------------------
        Sales                           $      62,153     $     174,185
        Total operating expenses            6,815,588         5,818,393
        Loss for the period                (6,754,081)       (5,717,979)
        Loss per share                  $       (0.09)    $       (0.09)


                                      F-13


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

      While reviewing the accounting for the Biosync acquisition, the Company's
      management identified that certain expenditures were incorrectly recorded
      and certain inconsistent assumptions were used in determining the
      estimated fair values of share-based awards during the quarter ended
      February 28, 2007. The revised assumptions are disclosed in Note 8 (c)
      and, accordingly, stock-based compensation has increased by approximately
      $178,000.

      The following schedules reflect the effects of the restatement on the
      individual lines items for the periods presented in these financial
      statements:

<TABLE>
                                                            AS PREVIOUSLY
                                                               REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                         <C>                 <C>                  <C>
      AS OF FEBRUARY 28, 2007
      Accounts receivable                                   $      55,101       $       3,613        $      58,714
      Prepaid expenses and deposits                               370,143             (35,517)             334,626
      Inventories                                                 639,706            (417,983)             221,723
      Property and equipment, net                               1,085,278              54,623            1,139,901
      CE Mark License                                                   -           1,416,711            1,416,711
      Accounts payable and other liabilities                    1,057,162               9,052            1,066,214
      Investment advances                                          90,000             (90,000)                   -
      Deferred income tax liability                                     -             310,000              310,000
      Additional paid-in capital                               39,527,760             277,705           39,805,465
      Deferred compensation                                      (260,555)           (126,192)            (386,747)
      Common stock issuable                                       480,000             190,449              670,449
      Deficit accumulated during the development stage        (37,918,933)            262,711          (37,656,222)
      Accumulated other comprehensive loss                       (204,390)              7,722             (196,668)

      FOR THE NINE MONTHS ENDED FEBRUARY 28, 2007
      Revenues                                              $       1,461       $           -        $       1,461
      Cost of sales                                                     -                 646                  646
                                                            -------------------------------------------------------
      Gross profit                                                  1,461                (646)                 815
                                                            -------------------------------------------------------
      Expenses
        General and administrative                              3,051,972             198,635            3,250,607
        Research and development                                2,400,145             (95,480)           2,304,665
        Stock-based compensation                                  732,669             178,293              910,962
        Depreciation                                               86,051                 (57)              85,994
        Amortization of CE Mark License                                 -               4,572                4,572
        Interest expense and finance fees                          11,295                   -               11,295
        Licenses acquired charged to operations                         -                   -                    -
        Finance cost on convertible debentures                          -                   -                    -
        Purchased in-process research and development             493,154            (493,154)                   -
                                                            -------------------------------------------------------
                                                                6,775,286            (207,191)           6,568,095
                                                            -------------------------------------------------------
       Loss from operations                                     6,773,825             206,545            6,567,280
       Gain on extinguishment of debt                                   -                   -                    -
       Interest income                                             10,894                   -               10,894
       Gain (loss) on foreign exchange                            (28,058)             42,166               14,108
                                                            -------------------------------------------------------
       Loss before tax and minority interest                    6,790,989            (248,711)           6,542,278
       Deferred income tax recovery                                     -              14,000               14,000
                                                            -------------------------------------------------------
       Loss before minority interest                            6,790,989            (262,711)           6,528,278
       Minority interest share of loss                                  -                   -                    -
                                                            -------------------------------------------------------
       Net loss                                             $   6,790,989       $    (262,711)       $   6,528,278
                                                            =======================================================
       Loss per share - basic and diluted                   $        0.09       $           -        $        0.09
                                                            =======================================================
</TABLE>


                                      F-14


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

<TABLE>
                                                                    AS PREVIOUSLY
                                                                       REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                                 <C>                 <C>                  <C>
      Cash flows from operating activities
        Net loss                                                    $  (6,790,989)      $     262,711        $  (6,528,278)
        Adjustments to reconcile net loss to net cash used
          in operating activities:
          Stock-based compensation                                        990,256             187,456            1,177,712
          Stock issued for other than cash                                403,949              12,449              416,398
          Fair value of extended warrants                                       -               1,230                1,230
          Depreciation and amortization                                    86,051               4,515               90,566
          Purchased in-process research and development                   493,154            (493,154)                   -
          Deferred income tax recovery                                          -             (14,000)             (14,000)
            Changes in operating assets and liabilities:
            Accounts receivable                                             1,801              (3,613)              (1,812)
            Due from related party                                        (35,098)                  -              (35,098)
            Prepaid expenses and deposits                                 (62,088)           (113,433)            (175,521)
            Inventory                                                      25,818              (2,739)              23,079
            Accounts payable and other payables                           710,146               2,560              712,706
                                                                    -------------------------------------------------------
      Net cash used in operating activities                            (4,177,000)           (156,018)          (4,333,018)
                                                                    -------------------------------------------------------

      Cash flows from financing activities
        Issuance of common stock, less share issuance costs             4,807,600              32,827            4,840,427
        Subscriptions received                                             70,000             (20,000)              50,000
        Repayment of bank loan                                           (910,025)            910,025                    -
                                                                    -------------------------------------------------------
      Net cash provided by financing activities                         3,967,575             922,852            4,890,427
                                                                    -------------------------------------------------------

      Cash flows from investing activities
        Cash acquired on acquisition of BioSync Scientific
          Pvt. Ltd                                                              -              17,557               17,557
        Acquisition of BioSync Scientific Pvt. Ltd.                      (478,152)           (937,733)          (1,415,885)
        Pre-acquisition advances to BioSync Scientific Pvt. Ltd.         (121,870)                  -             (121,870)
        Purchases of property and equipment                              (149,532)             55,620              (93,912)
        Investment advances                                               (90,000)             90,000                    -
                                                                    -------------------------------------------------------
      Net cash used in investing activities                              (839,554)           (774,556)          (1,614,110)
                                                                    -------------------------------------------------------
      Foreign exchange effect on cash                                      (7,722)              7,722                    -
                                                                    -------------------------------------------------------
      Net decrease in cash and cash equivalents                        (1,056,701)                  -           (1,056,701)
      Cash and cash equivalents, beginning                              1,573,822                   -            1,573,822
                                                                    -------------------------------------------------------
      Cash and cash equivalents, ending                             $     517,121       $           -        $     517,121
                                                                    =======================================================
</TABLE>


                                      F-15


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

<TABLE>
                                                                    AS PREVIOUSLY
                                                                       REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                                 <C>                 <C>                  <C>
      FOR THE THREE MONTHS ENDED FEBRUARY 28, 2007
      Revenues                                                      $       1,461       $           -        $       1,461
      Cost of sales                                                             -                 646                  646
                                                                    -------------------------------------------------------
      Gross profit                                                          1,461                (646)                 815
                                                                    -------------------------------------------------------
      Expenses
        General and administrative                                      1,171,999             198,635            1,370,634
        Research and development                                          793,757             (95,480)             698,277
        Stock-based compensation                                          140,500             178,293              318,793
        Depreciation                                                       35,050                 (57)              34,993
        Amortization of CE Mark License                                         -               4,572                4,572
        Interest expense and finance fees                                   9,236                   -                9,236
        Licenses acquired charged to operations                                 -                   -                    -
        Finance cost on convertible debentures                                  -                   -                    -
        Purchased in-process research and development                     493,154            (493,154)                   -
                                                                    -------------------------------------------------------
                                                                        2,643,696            (207,191)           2,436,505
                                                                    -------------------------------------------------------
      Loss from operations                                              2,642,235            (206,545)           2,435,690
      Gain on extinguishment of debt                                            -                   -                    -
      Interest income                                                       1,696                   -                1,696
      Gain (loss) on foreign exchange                                      (5,463)             42,166               36,703
                                                                    -------------------------------------------------------
      Loss before tax and minority interest                             2,646,002            (248,711)           2,397,291
      Deferred income tax recovery                                              -              14,000               14,000
                                                                    -------------------------------------------------------
      Loss before minority interest                                     2,646,002            (262,711)           2,383,291
      Minority interest share of loss                                           -                   -                    -
                                                                    -------------------------------------------------------
      Net loss                                                      $   2,646,002       $    (262,711)       $   2,383,291
                                                                    =======================================================
      Loss per share - Basic and diluted                            $        0.03       $           -        $        0.03
                                                                    =======================================================

      PERIOD FROM INCEPTION (JANUARY 20, 1999) TO
      FEBRUARY 28, 2007
      Revenues                                                      $       1,461       $           -        $       1,461
      Cost of sales                                                             -                 646                  646
                                                                    -------------------------------------------------------
      Gross profit                                                          1,461                (646)                 815
                                                                    -------------------------------------------------------
      Expenses
        General and administrative                                     19,242,689             203,989           19,446,678
        Research and development                                       10,413,561             (95,480)          10,318,081
        Stock-based compensation                                        5,046,506             178,293            5,224,799
        Depreciation                                                      984,547                 (57)             984,490
        Amortization of CE Mark License                                         -               4,572                4,572
        Interest expense and finance fees                                 979,171              (5,354)             973,817
        Licenses acquired charged to operations                           479,780                   -              479,780
        Finance cost on convertible debentures                            382,307                   -              382,307
        Purchased in-process research and development                   2,698,167            (493,154)           2,205,013
                                                                    -------------------------------------------------------
                                                                       40,226,728            (207,191)         (40,019,537)
                                                                    -------------------------------------------------------
      Loss from operations                                            (40,225,267)            206,545          (40,018,722)
</TABLE>

                                      F-16


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

<TABLE>
                                                                    AS PREVIOUSLY
                                                                       REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                                 <C>                 <C>                  <C>
      Gain on extinguishment of debt                                      462,249                   -              462,249
      Interest income                                                     148,333                   -              148,333
      Gain (loss) on foreign exchange                                      45,265              42,166               87,431
                                                                    -------------------------------------------------------
      Loss before tax and minority interest                           (39,569,420)           (248,711)         (39,320,709)
      Deferred income tax recovery                                              -              14,000               14,000
                                                                    -------------------------------------------------------
      Loss before minority interest                                   (39,569,420)           (262,711)         (39,306,709)
      Minority interest share of loss                                     806,310                   -              806,310
                                                                    -------------------------------------------------------
      Net loss                                                      $ (38,763,110)      $    (262,711)       $ (38,500,399)
                                                                    =======================================================

      Cash flows from operating activities
      Net loss                                                      $ (38,763,110)      $     262,711        $ (38,500,399)
      Adjustments to reconcile net loss to net cash used
        in operating activities:
        Stock-based compensation                                        8,699,114             187,456            8,886,570
        Stock issued for other than cash                                5,669,685              12,449            5,682,134
        Fair value of extended warrants                                   194,844               1,230              196,074
        Depreciation and amortization                                     984,547               4,515              989,062
        Purchased in-process research and development                   2,618,167            (493,154)           2,125,013
        Deferred income tax recovery                                            -             (14,000)             (14,000)
        Other non-cash items not affected by restatement                  229,271                   -              229,271
         Changes in operating assets and liabilities:
         Accounts receivable                                             (215,352)             (3,613)            (218,965)
         Due from related party                                           (35,098)                  -              (35,098)
         Prepaid expenses and deposits                                   (147,011)           (113,433)            (260,444)
         Inventory                                                         25,818              (2,739)              23,079
         Accounts payable and other payables                              954,312               2,560              956,872
                                                                    -------------------------------------------------------
       Net cash used in operating activities                          (19,784,813)           (156,018)         (19,940,831)
                                                                    -------------------------------------------------------

       Cash flows from financing activities
       Issuance of common stock, less share issuance costs             20,332,509              32,827           20,365,336
       Due to related parties                                             850,000                   -              850,000
       Proceeds from (repayments of) convertible debentures               755,000                   -              755,000
       Cash acquired in reverse acquisition                                13,824                   -               13,824
       Subscriptions received                                           1,427,310             (20,000)           1,407,310
       Common stock redemption                                           (120,000)                  -             (120,000)
       Loan payable                                                       500,000                   -              500,000
       Repayment of bank loan                                            (910,025)            910,025                    -
                                                                    -------------------------------------------------------
       Net cash provided by financing activities                       22,848,618             922,852           23,771,470
                                                                    -------------------------------------------------------
</TABLE>

                                      F-17


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


3.    RESTATEMENT (continued)

<TABLE>
                                                                    AS PREVIOUSLY
                                                                       REPORTED          ADJUSTMENTS          AS RESTATED
<S>                                                                 <C>                 <C>                  <C>
       Cash flows from investing activities
       Cash acquired on acquisition of BioSync Scientific
         Pvt. Ltd                                                                -             17,557               17,557
       Acquisition of BioSync Scientific Pvt. Ltd.                        (478,152)          (937,733)          (1,415,885)
       Pre-acquisition advances to BioSync Scientific Pvt.
         Ltd.                                                             (121,870)                 -             (121,870)
       Acquisition of license                                             (200,000)                 -             (200,000)
       Purchases of property and equipment                              (1,409,956)            55,620           (1,354,336)
       Investment advances                                                 (90,000)            90,000                    -
                                                                    -------------------------------------------------------
       Net cash used in investing activities                            (2,299,978)          (774,556)          (3,074,534)
                                                                    -------------------------------------------------------
       Foreign exchange effect on cash                                    (246,706)             7,722             (238,984)
                                                                    -------------------------------------------------------
       Net decrease in cash and cash equivalents                           517,121                  -              517,121
       Cash and cash equivalents, beginning                                      -                  -                    -
                                                                    -------------------------------------------------------
       Cash and cash equivalents, ending                            $      517,121      $           -        $     517,121
                                                                    =======================================================
</TABLE>

4.    PREPAID EXPENSES AND DEPOSITS

      Prepaid expenses and deposits consisted of the following at:

                                     Restated
                                     (Note 3)
                                    February 28,           May 31,
                                        2007                2006
      ------------------------------------------------------------------

      Supplier prepayments        $        282,952    $          31,608
      Other deposits                        34,556               49,527
      Other prepaid expenses                17,118                3,230
                                  --------------------------------------

                                  $        334,626    $          84,365
                                  ======================================

5.    INVENTORIES

      Inventories consisted of the following at;

                                     Restated
                                     (Note 3)
                                    February 28,           May 31,
                                        2007                2006
      ------------------------------------------------------------------

      Raw materials               $         82,426    $               -
      Work-in-progress                      70,003                    -
      Finished goods                        62,865                    -
      Packing materials                      6,429
                                  --------------------------------------

                                  $        221,723    $               -
                                  ======================================


                                      F-18


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


6.    LICENSES

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

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

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

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

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

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

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

            In Amendment No. 1, the contract period of the existing
            collaborative agreement was changed to April 1, 2004 to November 30,
            2004 and total costs to the Company were estimated at CDN$110,400
            ($87,633). As of May 31, 2005, the Company had paid/accrued and
            recorded CDN$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 CDN$400,400 ($317,828), being payable over the term of
            the agreement at various stipulated intervals. As of February 28,
            2007, the Company had paid CDN$387,000 ($344,663) and accrued the
            final payment of CDN$13,400 ($11,897) for research and development
            costs in accordance with Amendment No. 2.


                                      F-19


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


6.    LICENSES (continued)

            The Company obtained financial support of up to CDN$315,000
            ($250,040) from the Industrial Research Assistance Program ("IRAP")
            from the National Research Council Canada. As of February 28, 2007,
            the Company had received CDN$185,391 ($157,806) from IRAP.

      (c)   On May 19, 2005, the Company signed a letter of intent to negotiate
            a new license agreement for a new technology with UBC. The form and
            content will be similar to that of the license agreements entered
            into in February 2003 (See Note 6(a) above). Upon execution, the
            Company will issue 100,000 common shares to UBC. As of February 28,
            2007, the new license agreement had not been executed but the
            related common shares were issued; however, the Company will retain
            the stock certificate until the negotiations are completed.

      (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 CDN$274,896
            ($241,264). As at February 28, 2007, the Company had paid CDN$68,724
            ($60,316) and charged the costs to research and development.

7.    PROPERTY AND EQUIPMENT

      Property and equipment consisted of the following at:

                                     Restated
                                     (Note 3)
                                    February 28,           May 31,
                                        2007                2006
      ------------------------------------------------------------------

      Land                        $        21,483     $               -
      Building                             12,450                     -
      Construction-in-progress             47,299                     -
      Laboratory equipment              1,836,762               990,414
      Computer equipment                  188,769               148,581
      Furniture and fixtures               94,820                62,077
      Leasehold improvements               49,158                49,158
                                  --------------------------------------
                                        2,250,741             1,250,230
      Less: accumulated
        depreciation                   (1,110,840)             (911,444)
                                  --------------------------------------

                                  $     1,139,901     $         338,786
                                  ======================================

      Depreciation expense for the nine months ended February 28, 2007 was
      $85,994 (2006 - $118,885).


                                      F-20


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


8.    STOCKHOLDERS' EQUITY

      (a)   Common Stock

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


            (i)   On February 27, 2007, the Company completed a private
                  placement of 375,000 units at a price of $0.50 per unit for
                  total proceeds of $166,811 (net of finder's fee of $18,750 and
                  legal fee of $1,939). Each unit is comprised of one common
                  share and one non-transferable share purchase warrant. Each
                  warrant entitles the holder to purchase one additional common
                  share at an exercise price of $0.75 per share for a period of
                  up to two years from registration of the underlying warrant
                  shares.

                  The warrants had an estimated fair value of $40,507 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 57.71%, discount
                  rate: 4.59%, dividend: nil and expected life of one year.

            (ii)  On February 8, 2007, the Company completed a private placement
                  of 1,125,000 units at a price of $0.50 per unit for total
                  proceeds of $502,830 (net of finder's fee of $56,250 and legal
                  fee of $3,420). Each unit is comprised of one common share and
                  one non-transferable share purchase warrant. Each warrant
                  entitles the holder to purchase one additional common share at
                  an exercise price of $0.75 per share for a period of up to two
                  years from registration of the underlying warrant shares.

                  The warrants had an estimated fair value of $152,763 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 57.71%, discount
                  rate: 4.87%, dividend: nil and expected life of one year.

            (iii) On December 22, 2006, the Company completed a private
                  placement of 5,900,000 units at a price of $0.50 per unit for
                  total proceeds of $2,684,875 (net of finder's fee of $253,400
                  and legal fee of $11,725). Each unit is comprised of one
                  common share and one non-transferable share purchase warrant.
                  Each warrant entitles the holder to purchase one additional
                  common share at an exercise price of $0.75 per share for a
                  period of up to two years from registration of the underlying
                  warrant shares.

                  The warrants had an estimated fair value of $342,706 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 30.40%, discount
                  rate: 4.71%, dividend: nil and expected life of one year.


                                      F-21


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


8.    STOCKHOLDERS' EQUITY (continued)

      (a)   Common Stock (continued)

            (iv)  On November 8, 2006, the Company completed a private placement
                  of 1,400,000 units at a price of $0.50 per unit for total
                  proceeds of $698,228 (net of legal fee of $1,772). Each unit
                  is comprised of one common share and one non-transferable
                  share purchase warrant. Each warrant entitles the holder to
                  purchase one additional common share at an exercise price of
                  $0.75 per share for a period of up to two years from
                  registration of the underlying warrant shares.

                  The warrants had an estimated fair value of $52,949 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 59.44%, discount
                  rate: 4.75%, dividend: nil and expected life of one year.

            (v)   On October 16, 2006, the Company completed a private placement
                  of 600,000 units at a price of $0.50 per unit for total
                  proceeds of $297,565 (net of legal fee of $2,435). Each unit
                  is comprised of one common share and one non-transferable
                  share purchase warrant. Each warrant entitles the holder to
                  purchase one additional common share at an exercise price of
                  $0.75 per share for a period of up to two years from
                  registration of the underlying warrant shares.

                  The warrants had an estimated fair value of $42,228 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 59.44%, discount
                  rate: 4.85%, dividend: nil and expected life of one year.

            (vi)  On August 21, 2006, the Company completed a private placement
                  of 290,000 units at a price of $0.50 per unit for total net
                  proceeds of $136,866 (net of finder's fee of $2,000 and legal
                  fee of $6,134). Each unit is comprised of one common share and
                  one non-transferable share purchase warrant. Each warrant
                  entitles the holder to purchase one additional common share at
                  an exercise price of $0.75 per share for a period which is the
                  earlier of (i) 18 months from August 21, 2006 or (ii) 12
                  months from registration of the undelrying warrant shares.

                  The warrants had an estimated fair value of $28,318 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 59.44%, discount
                  rate: 4.85%, dividend: nil and expected life of one year.

            (vii) On July 10, 2006, the Company completed a private placement of
                  620,000 units at a price of $0.50 per unit for total proceeds
                  of $299,250 (net of finder's fee of $3,500 and legal fee of
                  $7,250). Each unit is comprised of one common share and one
                  share purchase warrant. Each warrant entitles the holder to
                  purchase one additional common share at an exercise price of
                  $0.75 per share for a period which is the earlier of (i) 18
                  months from July 10, 2006 or (ii) 12 months from registration
                  of the underlying warrant shares.

                  The warrants had an estimated fair value of $164,381 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 64.41%, discount
                  rate: 5.17%, dividend: nil and expected life of one year.


                                      F-22


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


8.    STOCKHOLDERS' EQUITY (continued)

      (a)   Common Stock (continued)

            (viii) During the nine months ended February 28, 2007, the Company
                  issued an aggregate of 1,358,802 common shares for consulting,
                  research and development and employee services with a fair
                  value of $711,815 at the agreement dates. This amount is being
                  amortized on a straight-line basis and charged to operations
                  over the period of completion of performance.

            (ix)  During the nine months ended February 28, 2007, the Company
                  issued 100,000 warrants for research and development services.
                  Each warrant entitles the holder to purchase one common share
                  at an exercise price of $0.60 per share until February 1,
                  2012.

                  The warrants had an estimated fair value of $16,062 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 57.71%, discount
                  rate: 4.84%, dividend: nil and expected life of one year.

            (x)   During the nine months ended February 28, 2007, 1,462,611
                  warrants with an average exercise price of $0.27 were
                  exchanged for 1,038,505 common shares and were exercised under
                  certain cashless exercise provisions of the underlying
                  agreements. Included in these cashless exercises, 762,611
                  warrants with an average exercise price of $0.50 issued
                  through a private placement were exchanged for 349,781 common
                  shares. As at February 28, 2007, the Company issued a total of
                  1,238,505 common shares pursuant to the exercise of stock
                  purchase warrants for total proceeds of $51,000.

            (xi)  During the nine months ended February 28, 2007, 270,000
                  options with an average exercise price of $0.19 were exchanged
                  for 190,063 common shares and were exercised under certain
                  cashless exercise provisions of the underlying agreements. As
                  at February 28, 2007, the Company issued 205,063 common shares
                  pursuant to an exercise of stock purchase options for total
                  proceeds of $3,000.

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

                  As at February 28, 2007, 2,500,000 Reg S shares were held in
                  trust by the financial custodian and remain available for
                  financing purposes.


                                      F-23


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------


8.    STOCKHOLDERS' EQUITY (continued)

      (b)   Warrants

            The following table summarizes information about the warrants issued
            by the Company during the nine months ended February 28, 2007:

                                                                      Weighted
                                                                       Average
                                                        Number of     Exercise
                                                         Shares        price
                                                      --------------------------

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

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

            Regular:
              Issued - private placement               10,310,000          0.75
              Issued - finder's fee                       150,000          0.75
              Issued - services                           100,000          0.60
              Exercised                                (1,191,500)         0.11
              Expired                                    (441,800)         0.71
            Series "A":
              Expired                                  (3,904,998)         0.65
              Exercised                                  (361,111)         0.66
            Series "C":
              Exercised                                  (110,000)         0.66
                                                      --------------------------

            Balance, February 28, 2007  - Regular      19,616,191          0.63
            Balance, February 28, 2007 - Series "A"     1,092,111          0.66
            Balance, February 28, 2007 - Series "B"     3,904,998          0.70
            Balance, February 28, 2007 - Series "C"       119,305          0.66
                                                      --------------------------

            BALANCE, FEBRUARY 28, 2007                 24,732,605    $     0.64
                                                      ==========================

            During the nine months ended February 28, 2007, the board of
            directors approved an extension to the expiry date of the following
            outstanding warrants:

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

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


                                      F-24


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

8.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options

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

            During the nine months ended February 28, 2007, the Company granted
            an aggregate of 570,000 stock options to employees of the Company.
            Each option entitles its holder to acquire one common share of the
            Company at prices ranging from $0.56 to $0.67 per share, vests
            immediately or at a specified time, and expires up to seven years
            from date of grant.

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

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

<TABLE>
<CAPTION>
                                                                              Nine months ended
                                                                                  February
                                                                              2007         2006
            -------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>
            Expected volatility                                              132.16%       88.87%
            Risk-free interest rate                                            5.01%        3.50%
            Expected life (years)                                               5.0          5.0
            Dividend yield                                                      Nil          Nil
            Weighted average fair value of options granted                    $0.58        $0.47
            -------------------------------------------------------------------------------------
</TABLE>

            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.

            Compensation cost related to the stock options granted to employees
            during the nine and three months ended February 28, 2007 was charged
            to operations at the awards' fair value of $736,328 and $187,130
            (2006 - $512,643 and $7,000), respectively.


                                      F-25


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

8.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

            During the nine months ended February 28, 2007, the board of
            directors approved an extension to the expiry date of the following
            outstanding options:

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

            As a result of the option extensions, the Company recognized an
            additional $174,634 of stock-based compensation in the statement of
            operations.

            The total stock based compensation expense related to stock options
            granted during the nine months ended February 28, 2007 of $736,328
            and options extended of $174,634 totaling $910,962 has been charged
            to the consolidated statements of operations and other comprehensive
            loss.

            A summary of the weighted average fair value of stock options
            granted during the nine months period ended February 28, 2007 is as
            follows:

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

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

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

            A summary of the weighted average fair value of stock options
            granted during the nine months ended February 28, 2006 is as
            follows:

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

            Exercise price greater than market price at grant date:          $   0.85       $   0.84

            Exercise price less than market price at grant date:             $   0.28       $   0.57
            =========================================================================================
</TABLE>

                                      F-26


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

8.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

            A summary of employee stock options information for the nine months
            ended February 28, 2007 is as follows:

<TABLE>
<CAPTION>
<S>                                                               <C>                <C>
            ---------------------------------------------------------------------------------------
                                                                                 Weighted Average
                                                                     Shares       Exercise Price
            ---------------------------------------------------------------------------------------

             Options outstanding, May 31, 2006                    16,385,000         $     0.46
             Options granted                                         570,000               0.66
             Options exercised                                      (285,000)              0.19
             Options expired                                        (325,000)              0.57
            ---------------------------------------------------------------------------------------

             OPTIONS OUTSTANDING,
             FEBRUARY 28, 2007                                    16,345,000         $     0.46
            =======================================================================================

            The following summarizes information about the stock options
            outstanding and exercisable at February 28, 2007:

                                   Options Outstanding                           Options Exercisable
            ---------------------------------------------------------------  ---------------------------
                                                 Weighted
                                                 Average        Weighted                      Weighted
                Range of        Number of       Remaining       Average        Number of      Average
                Exercise         Options       Contractual      Exercise        Options       Exercise
                 Prices        Outstanding      Life (yr)        Price        Exercisable      Price
            --------------------------------------------------------------------------------------------
                 $0.17            700,000          1.65          $0.17           700,000       $0.17
                 $0.20          1,315,000          2.96          $0.20         1,315,000       $0.20
                 $0.21            500,000          1.15          $0.21           500,000       $0.21
                 $0.30          1,995,000          2.52          $0.30         1,995,000       $0.30
                 $0.40          3,875,000          4.19          $0.40         3,875,000       $0.40
                 $0.50            350,000          1.13          $0.50           350,000       $0.50
                 $0.55            750,000          1.12          $0.55           750,000       $0.55
                 $0.56             50,000          4.59          $0.56            25,000       $0.56
                 $0.60          5,600,000          5.94          $0.60         3,850,000       $0.60
                 $0.64             50,000          4.42          $0.64            50,000       $0.64
                 $0.67            400,000          4.29          $0.67           250,000       $0.67
                 $0.75            200,000          4.15          $0.75           200,000       $0.75
                 $0.80            160,000          3.76          $0.80           160,000       $0.80
                 $0.85            150,000          3.97          $0.85           150,000       $0.85
                 $1.00            200,000          0.22          $1.00           200,000       $1.00
                 $1.10             50,000          3.73          $1.10            50,000       $1.10
            --------------------------------------------------------------------------------------------

             $0.17 - $1.10     16,345,000          4.02          $0.46        14,420,000       $0.44
            ============================================================================================
</TABLE>

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


                                      F-27


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

8.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

      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 $135,200
      and $133,050 for the nine month period ended February, 2007 and 2006,
      respectively, determined at the date of option exercise.

      As at February 28, 2007, there was approximately $84,238 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 21 months. The estimated fair value of
      stock options vested during the nine months ended February 28, 2007 and
      2006 was $1,267,945 and $554,080, respectively.

      During the nine and three months ended February 28, 2007, $241,044 and
      $32,379 (2006 - $80,600 and $Nil) of stock-based compensation pertains to
      options granted and extended, respectively, to research and development
      personnel.

9.    RELATED PARTY TRANSACTIONS

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

            (i)   During the three and nine months period ended February 28,
                  2007, the Company paid or accrued $360,423 and $793,419
                  (2006-$192,831 and $551,522) of management and consulting
                  fees, respectively, to four directors and two officers
                  (2006-one officer) of the Company. Of this amount, $68,387 and
                  $178,411 (2006-$51,284 and $149,257) was charged to research
                  and development, respectively. Included in accounts payable is
                  $nil (2006-$8,817).

            (ii)  Included in the amount of $793,419 as at February 28, 2007 is
                  the accrued amount of $62,449 due to the Chief Operating
                  Officer and President of Biosync which will be issued in
                  common stock on time periods stipulated in the agreement.
                  Please see related information in Note 13.

            (iii) At February 28, 2007, amounts due from the employees of a
                  subsidiary of the Company totaled $35,098 (May 31, 2006 -
                  $Nil). These amount are unsecured, non-interest bearing and
                  will be repaid by periodic deduction of future wages.

      (b)   The details of the contracts with directors and officers are as
            follows:

            (i)   The Company entered into a Development Services Agreement with
                  Alan Lindsay and Associates Ltd. (the "Consultant") dated
                  March 1, 2005. Pursuant to the Agreement the Company agrees to
                  retain the Consultant, and through the Consultant Mr. Lindsay,
                  to provide development and financing services as may be
                  necessary and determined by the Company to both develop and
                  finance the Company's technology and business. The term of the
                  agreement is five years commencing March 1, 2005 and expiring
                  on March 1, 2010. Under the terms of


                                      F-28


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

9.    RELATED PARTY TRANSACTIONS (continued)

                  the Development Services Agreement, Mr. Lindsay shall be paid
                  $17,250 per month, subject to a 10% increase on an annual
                  basis and receive 1,200,000 options to purchase shares of
                  common stock of the Company at $0.17 - $0.30 per share. In the
                  event of a change in control, all of Mr. Lindsay's outstanding
                  options shall immediately vest. Mr. Lindsay's agreement may be
                  terminated by the Company without cause upon 360 calendar days
                  notice.

            (ii)  The Company entered into a Management Services Agreement with
                  Simba Biomed Venture Partners LLC dated March 31, 2006.
                  Pursuant to the agreement we have agreed to retain such
                  company, and, through such company, Dr. Landy, to provide
                  management and consulting services as may be necessary and
                  determined by the Company to both develop and commercialize
                  the Company's technology and business. The term of the
                  agreement is four years commencing March 31, 2006 and expiring
                  on March 31, 2010. Under the terms of the Management Services
                  Agreement, Dr. Landy shall be paid a monthly fee of $19,000
                  per month and receive options to purchase 5,000,000 shares of
                  common stock of the Company at $0.60 per share. Dr. Landy's
                  agreement was subsequently amended increasing his monthly fee
                  to $25,000 since April 2007.

            (iii) The Company entered into an Executive Employment Agreement
                  with Mr. Patrick McGowan dated January 1, 2005. Pursuant to
                  the Agreement, the Company will employ Mr. McGowan in an
                  executive capacity, commenced on January 1, 2005 and will
                  continue until May 1, 2007. Mr. McGowan's Executive Employment
                  Agreement was amended for an additional two years until May
                  2009. Under the terms of the amendment, Mr. McGowan shall be
                  paid a total annual salary of CDN$169,400 up to April 30,
                  2008. Thereafter, the Company shall increase Mr. McGowan's
                  salary by 10%. In addition, Mr. McGowan will receive options
                  to purchase 10% common shares held by Mr. McGowan on the first
                  business day of each calendar year 2008 and 2009. The exercise
                  price of the options shall be based on the closing share price
                  as of such dates.

            (iv)  The Company entered into a 36 month Consulting Services
                  Agreement with Dr. Dov Shimon dated May 1, 2005 and expiring
                  on May 1, 2008. Pursuant to the Agreement, Dr. Shimon will
                  work as Chief Medical Officer to the Company. Dr. Shimon is
                  also President of Sagax, a subsidiary of the Company. Dr.
                  Shimon's initial salary shall be at the rate of $11,000 per
                  month, with an annual increase of 10%. In addition, the
                  Company has issued 200,000 Directors Options with an exercise
                  price of $0.30 and an expiry date of July 31, 2009, and
                  300,000 Officers Options with an exercise price of $0.30 and
                  an expiry date of March 1, 2010 to Dr. Shimon. Dr. Shimon
                  ceased to be Chief Medical Officer of the Company on August 7,
                  2006.


                                      F-29


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

10.   COMMITMENTS AND CONTINGENCIES

      (a)   The Company has obligations under a long-term premises lease that
            expire in December 2010. The aggregate minimum rent payments for the
            next four annual periods ending February 28 are as follows:

               2008                                   $    105,511
               2009                                        105,511
               2010                                        105,511
               2011                                         87,926
                                                     --------------
               Total                                  $    404,459
                                                     ==============

            The Company received free rent, including property maintenance and
            taxes, for the months of November to December 2005 and free basic
            rent for the months of January to February 2006 for total free rent
            of $40,404. This amount was recorded under deferred lease inducement
            with a current portion of $8,081 (May 31, 2006 - $8,081) and
            long-term portion of $21,549 (May 31, 2007 - $27,609) and is being
            amortized over the term of the lease. During the three and nine
            months period ended February 28, 2007, amortization of $2,020 and
            $6,060 was recorded as a reduction of rent expense in the statement
            of operations, respectively. Rent expense for the three and nine
            months period ended February 28, 2007 was $55,146 and $157,440 (2006
            - $42,850 and $124,958), respectively.

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

            As of February 28, 2007, the two remaining issuances of 1,100,000
            common shares each have not been accrued as the underlying
            conditions have not been satisfied.

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

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

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


                                      F-30


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

10.   COMMITMENTS AND CONTINGENCIES (continued)

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

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

            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 February 28,
            2007 as the outcome of this legal proceeding is uncertain at this
            time.

11.   GENERAL AND ADMINISTRATIVE EXPENSES

      General and administrative expenses consisted of the following:

<TABLE>
<CAPTION>
                                                            Restated                               Restated
                                                        Nine Months Ended                      Three Months Ended
                                                           February 28,                          February 28,
                                                    2007                2006              2007                2006
                                              ----------------------------------------------------------------------------
<S>                                            <C>                  <C>              <C>                  <C>
      Legal                                    $      389,435       $      354,815   $      143,260       $      148,239
      Public relations, financing and
         corporate development                        810,302            1,841,068          345,519              527,991
      Management fees                                 618,257              406,445          225,537              138,504
      Consulting                                      358,224              288,773          253,671               59,529
      Audit                                           148,974              230,776           22,789              123,645
      Operating expenses                              925,415              614,254          379,858              219,503
                                              ----------------------------------------------------------------------------
                                               $    3,250,607       $    3,736,131   $    1,370,634   $        1,217,411
                                              ============================================================================
</TABLE>


                                      F-31


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

11.   GENERAL AND ADMINISTRATIVE EXPENSES (continued)

      General and administrative expenses included the following amortized
      deferred compensation:

<TABLE>
<CAPTION>
                                                        Nine Months Ended                      Three Months Ended
                                                           February 28,                          February 28,
                                                    2007                2006              2007                2006
                                              ----------------------------------------------------------------------------
<S>                                            <C>                  <C>              <C>                  <C>
      Amortized deferred compensation in:
        -  Public relations, financing
             and corporate development         $      124,151       $    1,109,679   $            -       $      301,948
        -  Consulting                                  51,974              176,529           39,819               27,083
                                              ----------------------------------------------------------------------------
                                               $      176,125       $    1,286,208   $       39,819       $      329,031
                                              ============================================================================

12.   SUPPLEMENTAL CASH FLOW INFORMATION

                                                                              Restated

                                                               Restated
                                                              Period from
                                                               inception
                                                              (January 20,              Nine months ended
                                                                1999) to                   February 28,
                                                              February 28,
                                                                 2007                2007                2006
                                                          ---------------------------------------------------------

      SUPPLEMENTAL CASH FLOW INFORMATION:
        Cash paid for interest                              $        44,922     $      11,041       $           -
                                                          =========================================================
        Cash paid for income taxes                          $             -     $           -       $           -
                                                          =========================================================

      SUPPLEMENTAL NON-CASH INVESTING
        AND FINANCING ACTIVITIES:
        Debt settlement with shares                         $       621,375     $           -       $           -
                                                          =========================================================
        Gain on extinguishment of debt                      $       462,249     $           -       $           -
                                                          =========================================================
        Conversion of convertible debentures
            and accrued interest to common shares           $       740,810     $           -       $     740,810
                                                          =========================================================
        Shares issued for services                          $     4,069,712     $     711,815       $     623,417
                                                          =========================================================
        Warrants issued for services                        $     3,706,553     $      16,062       $   1,264,518
                                                          =========================================================
</TABLE>

                                      F-32


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

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

      On September 5, 2006, as amended on March 1, 2007, the Company entered
      into an Equity Transfer Agreement (the "Agreement") with each of Chimex
      Hong Kong Incorporated Limited and Vascore Scientific Co., Ltd.
      (collectively the "Vendors") and Vascore Medical (Suzhou) Co., Ltd.
      ("Vascore Medical"), pursuant to which, and subject to the satisfaction of
      certain conditions precedent, the Company acquired the right to purchase
      100% of the outstanding equity of Vascore Medical from the Vendors.
      Vascore Medical is a China-based manufacturer of advanced cardiovascular
      stents and other medical devices.

      The proposed closing of the terms and conditions of the Agreement remains
      subject to the prior satisfaction of certain conditions precedent which,
      from the Company's perspective, have not yet been satisfied. In addition,
      the terms of the Agreement require the same to close on or before August
      31, 2007; failing which the Agreement automatically terminates without the
      prior written consent of each of parties thereto which has not been
      secured by the Company. Correspondingly, the Company does not expect the
      Agreement to close in accordance with its present terms and conditions and
      within the time period presently required thereunder. The Company is in
      the midst of discussions with each of the Vendors and Vascore Medical in
      order to determine if either an Agreement extension or new terms and
      conditions to the proposed acquisition of Vascore Medical are achievable.

      As of February 28, 2007, total costs of $90,000 which represents
      consulting fees incurred as a result of the proposed acquisition has been
      charged to operations.

14.   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 for
      the nine months ended February 28, 2007, 2006 and 2005 and as of February
      28, 2007, 2006 and 2005.

<TABLE>
<CAPTION>
                                                   Canada          India            Israel           Total
                                               -----------------------------------------------------------------
      2007
<S>                                             <C>             <C>              <C>             <C>
      Net revenue                               $          -    $       1,461    $          -    $       1,461
      Gross profit                                         -              815               -              815
      Depreciation and amortization                   72,486            9,308           8,772           90,566
      Net loss                                     5,738,464           87,089         702,725        6,528,278

      AS AT FEBRUARY 28, 2007
      Total assets                                   820,726        2,631,066         272,102        3,723,894
      Additions to property and equipment            120,479            1,758          27,654          149,891
      License                                              -        1,416,711               -        1,416,711


                                      F-33


<Page>

MIV THERAPEUTICS INC.
(A development stage company)
Notes to Amended Consolidated Financial Statements
February 28, 2007
(Unaudited)
--------------------------------------------------------------------------------

14.   SEGMENTED INFORMATION (continued)

      2006
      Net revenue                               $          -    $           -    $          -    $           -
      Gross profit                                         -                -               -                -
      Depreciation and amortization                  114,323                -           4,562          118,885
      Net loss                                     5,418,506                -         331,534        5,750,040

      AS AT FEBRUARY 28, 2006
      Total assets                                 2,862,613                -         254,435        3,117,048
      Additions to property and equipment            148,600                -          22,069          170,669
      License                                              -                -               -                -
</TABLE>

                                      F-34


<Page>

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

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

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

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

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

         1.       Passive nano-film HAp coating;

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

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

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

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

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

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

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

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

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


                                       2


<Page>

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

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

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

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

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

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

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

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

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

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

Equipment
---------


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


Personnel
---------

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

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


                                       3


<Page>

Facility
--------

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

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

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

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

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

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

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

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

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

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

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

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


                                       4


<Page>

PROPOSED AND COMPLETED ACQUISITIONS
---------------------

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

On September 5, 2006, as amended on March 1, 2007, the Company entered into an
Equity Transfer Agreement (the "Agreement") with each of Chimex Hong Kong
Incorporated Limited and Vascore Scientific Co., Ltd. (collectively the
"Vendors") and Vascore Medical (Suzhou) Co., Ltd. ("Vascore Medical"), pursuant
to which, and subject to the satisfaction of certain conditions precedent, the
Company will acquire the right to purchase 100% of the outstanding equity of
Vascore Medical from the Vendors. Vascore Medical is a China-based manufacturer
of advanced cardiovascular stents and other medical devices.

In accordance with the terms of the Agreement, and in order to acquire Vascore
Medical, the Company is required, and has recently agreed, that as a consequence
of the Company's prior receipt of an acceptable valuation together with certain
other conditions precedent, the Company will pay and issue to the Vendors at the
closing of the Agreement an aggregate of $1 million and 4,000,000 restricted
common shares at an agreed value of $1.00 per share for total consideration of
$5 million. In this respect, and by way of letter of guarantee dated December 1,
2006, the Company has recently agreed that, should the Vendors determine to sell
any of their restricted common shares at any time prior to 13 months from
closing, or should the Company be in any way acquired during the same time
period, then the Company will be required to either pay to the Vendors any
difference between the actual sales price received and the deemed agreed value
($1.00) per restricted common share or redeem any such restricted common share
at such deemed agreed value.

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


As of February 28, 2007, total costs of $90,000 which represents consulting fees
incurred as a result of the proposed acquisition have been charged to
operations.


2 -  BioSync Scientific Pvt. Ltd.

On February 16, 2007, the Company completed the acquisition of all of the issued
and outstanding shares of BioSync Scientific Pvt. Ltd. ("BioSync Scientific"), a
body corporate subsisting under and registered pursuant to the laws of India and
is presently engaged, among other things, in the business of designing,
manufacturing and marketing coated and non-coated vascular stents and related
accessories.


The acquisition was accounted for under the purchase method with the fair value
of the consideration paid being allocated to the identifiable assets and
liabilities of BioSync Scientific as of February 16, 2007.

Under the terms of the agreement in principle dated October 17, 2006, and the
amending agreement dated February 16, 2007 (collectively the "Agreement"), in
consideration for the acquisition of the shares of BioSync Scientific, the
Company issued 50,000 shares of the Company's common stock with an estimated
fair value of $33,000 and paid $500,000 to the vendors. As a further condition
of the Agreement, the Company was required to satisfy any and all bank
indebtedness of BioSync Scientific.

Management originally recorded the acquisition of BioSync Scientific at a
purchase price of $900,000 and allocated the purchase price in excess of the net
assets acquired to purchased in-process research and development. This amount
was $493,154 and was charged to operations. Management adjusted the purchase
price to $1,943,885 and allocated the purchase price in excess of the net assets
acquired of $1,421,283 to the CE Mark License. Refer to Note 3 to the Amended
Consolidated Financial Statements included in Item 1 in this Form 10-QSB/A for a
detail analysis of the restatement and explanations regarding the adjustments in
the schedule below.

The 750,000 common shares to be issued on the condition of receiving the CE Mark
License, which BioSync Scientific obtained in November 2006, with an estimated
fair value of $495,000 were included in the purchase price since the license was
obtained prior to the acquisition date. The 800,000 common shares due for the
acquisition of BioSync Scientific have been included in common stock issuable at
February 28, 2007 and were issued in March 2007.

The fair values of the assets acquired and liabilities assumed, as originally
reported and restated, effective February 16, 2007 were as follows:

<TABLE>
                                                 As previously
                                                   Reported     Adjustments   As restated
<S>                                               <C>          <C>            <C>
Cash and cash equivalents                         $    21,848  $    (4,291)   $    17,557
Prepaid expenses and other current assets             223,690     (148,950)        74,740
Inventory                                             665,524     (420,722)       244,802
Property and equipment                                683,011      110,186        793,197
In-process research and development                   493,154     (493,154)             -
CE Mark License                                             -    1,421,283      1,421,283
                                                  ---------------------------------------
                                                    2,087,227      464,352      2,551,579

Accounts payable and other current liabilities       (155,332)      (6,492)      (161,824)
Advances from MIV Therapeutics Inc.                  (121,870)           -       (121,870)
Bank indebtedness                                    (910,025)     910,025              -
Deferred income tax liability                               -     (324,000)      (324,000)
                                                  ---------------------------------------

Fair value of net assets acquired                 $   900,000  $ 1,043,885    $ 1,943,885
                                                  =======================================

Consideration paid:
     Cash                                         $   500,000  $         -    $   500,000
     800,000 shares of restricted common stock        400,000      128,000        528,000
     Assumption of bank indebtedness                        -      908,351        908,351
     Acquisition costs                                      -        7,534          7,534
                                                  ---------------------------------------

                                                  $   900,000  $ 1,043,885    $ 1,943,885
                                                  =======================================

</TABLE>

                                       5


<Page>


In addition, the Company and BioSync Scientific entered into an executive
services agreement with the principal Vendor being employed as Chief Operating
Officer and President of BioSync Scientific under such commercially competitive
compensation terms which will include, but not limited to, (i) a monthly fee of
$12,000, (ii) stock options of up to 1,000,000 common shares at an exercise
price of $0.60 for a period of not less than ten years from the date of grant
and, (iii) an aggregate of up to 4,000,000 common shares with an issuance price
of $0.50. Of the 4,000,000 common shares, 2,500,000 will be based on the
achievement of certain milestones as outlined in the agreement, of which 750,000
common shares has been earned, and the other 1,500,000 common shares to be given
in four installments over the two-year term of the agreement.


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

To date, the Company has invested approximately $37.7 million in research and
development of its stent products, coatings and operations, and in establishing
a quality manufacturing facility and completing laboratory and preclinical
testing on its stents. The Company also has developed strong research
collaborations with UBC for its proprietary stent coatings and has implemented
an aggressive in-house product development program.

In order to continue effectively the Company's R & D program and marketing
efforts aiming at successful commercialization of its HAp coating technologies,
the Company will require approximately $11 million in the coming year. The funds
will be used for the following: clinical trials MIV Therapeutics Inc.; animal
and clinical trials of SagaX, Inc.; operational expenses of Biosync Scientific
Pvt. Ltd., the Company's subsidiary in India; extension of the Collaborative
Research Agreement with UBC; the acquisition of additional manufacturing/R&D
equipment and the hiring of additional people to complement its current R&D
team.

These funds could be provided through any combination of the exercise of
existing warrants and/or through subsequent rounds of financing. There is no
assurance that we will be able to obtain financing on favorable terms or at all.


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

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, corporate development and general administration
costs. During the nine and three months ended February 28, 2007, the Company
posted a loss from operations of $6,567,280 and $2,435,691 respectively, and a
net loss of $6,528,278 and $2,383,291, respectively, compared to a net loss of
$5,750,040 for the nine months ended February 28, 2006 and $1,806,555 for the
three months ended February 28, 2006. Most of the difference in net loss are
attributable to an increase in research and development expenses during the
period.

The working capital surplus decreased by $1,428,397 from $1,521,384 as of May
31, 2006 to $92,987 as at February 28, 2007. The decrease in the working capital
at February 28, 2007 was due primarily to less cash generated from private
placements and exercise of warrants and options during the period.


The Company's main focus during the nine months ended February 28, 2007 and year
ended May 31, 2006 was the continued research and development of new therapeutic
technologies and its biocompatible coating for stents and drug delivery systems.


                                       6


<Page>

RESULTS OF OPERATIONS

NINE MONTHS ENDED FEBRUARY 28, 2007 COMPARED TO NINE MONTHS ENDED FEBRUARY 28,
2006

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


General and administrative expenses decreased $485,524 to $3,250,607 during the
nine months ended February 28, 2007 compared to $3,736,131 during the nine
months ended February 28, 2006. The major cause for the decline is the decrease
in the amortization of deferred compensation charged to public relations and
consulting expenses which totaled approximately $176,000 in 2007 compared to
approximately $1.3 million in 2006. Deferred compensation consisted of the fair
value of shares and warrants issued for services. Other general and
administrative expenses increased due primarily to costs associated with
investigations of, and due diligence related to, strategic business alliances
and clinical trials and legal costs attributed to additional regulatory filings
and strategic alliance proposals. Management fees increased in 2007 as a result
of certain executive agreements not in place during the corresponding period in
2006 as well as annual salary increases for the Company's officers.


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


Research and development expenses increased $906,625 to $2,304,665 during the
nine months ended February 28, 2007 compared to $1,398,040 during the nine
months ended February 28, 2006. The increase in 2007 resulted primarily from the
Company's increase in research and development expenses which included payments
to the Collaborative Research Agreement, increased expenses in R&D materials for
pre-clinical trials, increased expenses on outside testing, the recognition of
share-based awards granted to research personnel and the hiring of 5 new
employees to complement the Company's R&D team.


THREE MONTHS ENDED FEBRUARY 28, 2007 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
2006

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


General and administrative expenses increased $153,223 to $1,370,634 during the
three months ended February 28, 2007 compared to $1,217,411 during the three
months ended February 28, 2006. The reason for the increase is primarily the
significant increases in management and consulting fees and operating expenses
which were offset by lower accounting and public relations costs. The Company
has in place certain executive and consulting agreements that did not exist
during the corresponding period in 2006.


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


Research and development expenses increased $142,555 to $698,278 during the
three months ended February 28, 2007 compared to $555,723 during the three
months ended February 28, 2006. The increase in 2007 resulted primarily from the
Company's increase in research and development expenses which included payments
to the Collaborative Research Agreement, increased expenses in R&D materials for
pre-clinical trials, increased expenses on outside testing and the recognition
of share-based awards granted to research personnel.


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


Since inception, the Company has financed its operations from private
financings, the proceeds from the exercise of warrants and options, and interest
income. The company had a working capital surplus of $92,987 at February 28,
2007.


Financing
---------


Net cash provided by financing activities was $4,890,427 in the nine months
ended February 28, 2007, compared to $5,859,352 in the nine months ended
February 28, 2006. The Company was able to raise these funds through private
placements and from exercises of warrants.


The Company did not issue any Regulation S stock during the nine months ended
February 28, 2007. At February 28, 2007, 2,500,000 Regulation S common shares
were held in trust by a financial custodian.


                                       7


<Page>

Warrants
--------

As of February 28, 2007, the Company had outstanding warrants to purchase
24,732,605 common shares.

During the nine months ended February 28, 2007, the Company granted an aggregate
of 10,310,000 warrants from the private placements completed during the period.
Each warrant entitles the warrant holder to acquire one share of the Company's
common stock at an exercise price of $0.75 up to 24 months commencing from the
effective date of the Company's Registration Statement on Form SB-2.

The following table summarizes information about the warrants issued by the
Company during the nine months ended February 28, 2007:

<TABLE>
                                                                           Weighted
                                                        Number of           Average
                                                          Shares        Exercise price
                                                        -----------        ---------
<S>                                                     <C>               <C>
Balance, May 31, 2006  - Regular                         10,689,491        $   0.46
Balance, May 31, 2006 - Series "A"                        5,358,220            0.65
Balance, May 31, 2006 - Series "B"                        3,904,998            0.70
Balance, May 31, 2006 - Series "C"                          229,305            0.66
                                                        -----------        --------

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

Regular:
      Issued - private placement                         10,310,000            0.75
      Issued - finder's fee                                 150,000            0.75
      Issued - services                                     100,000            0.60
      Exercised                                          (1,191,500)           0.11
      Expired                                              (441,800)           0.71
Series "A":
      Expired                                            (3,904,998)           0.65
      Exercised                                            (361,111)           0.66
Series "C":
      Exercised                                            (110,000)           0.66
                                                        -----------        --------

Balance, February 28, 2007  - Regular                    19,616,191            0.63
Balance, February 28, 2007 - Series "A"                   1,092,111            0.66
Balance, February 28, 2007 - Series "B"                   3,904,998            0.70
Balance, February 28, 2007 - Series "C"                     119,305            0.66
                                                        -----------        --------

BALANCE, FEBRUARY 28, 2007 (Unaudited)                   24,732,605        $   0.64
                                                        ===========        ========

</TABLE>

During the nine months ended February 28, 2007, the board of directors approved
an extension to the expiry date of the following outstanding warrants:

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

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

Stock Options
-------------

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

As of February 28, 2007, the Company had outstanding options to purchase
16,345,000 common shares.


                                       8


<Page>

During the nine months ended February 28, 2007, the Company granted an aggregate
of 570,000 stock options to employees of the Company. Each option entitles its
holder to acquire one common share of the Company at prices ranging from $0.56
to $0.67 per share, vests immediately or at a specified time, and expires up to
seven years from date of grant.

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

During the nine months ended February 28, 2007, the board of directors approved
an extension to the expiry date of the following outstanding options:

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


As a result of the option extensions, the Company recognized an additional
$174,634 of stock-based compensation in the statement of operations.


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

At February 28, 2007, the Company had cash and cash equivalents of $517,121
compared to $1,573,822 at May 31, 2006. The decrease in the Company's cash
position is due to a decrease in the funding provided by the Company's financing
activities. Additionally, significant funds were used for research and
development costs which increased during the nine months ended February 28, 2007
compared to the same period in 2006.

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

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

We do not have any off-balance sheet arrangements.

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

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

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

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


                                       9


<Page>

RISK FACTORS

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


BECAUSE WE ARE CURRENTLY A DEVELOPMENT STAGE COMPANY, WE HAVE LIMITED PRODUCTS
AVAILABLE FOR SALE OR USE AND MAY LACK THE FINANCIAL RESOURCES NEEDED TO BRING
PRODUCTS TO MARKET.

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


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

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

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


Since inception, the Company has suffered recurring losses, totaling $38,500,399
as of February 28, 2007. The Company has funded its operations through the
issuance of common stock, and through related party loans since inception, in
order to meet its strategic objectives. The Company anticipates that losses will
continue until such time, if ever, as the Company is able to generate sufficient
revenues to support its operations. The Company's ability to generate revenue
primarily depends on its success in completing development and obtaining
regulatory approvals for the commercial sale of the products under development.
There can be no assurance that any such events will occur, that the Company will
attain revenues from commercialization of its products, or that the Company will
ever achieve profitable operations.


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

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


                                       10


<Page>

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

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

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


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

The Company's capital requirements have been and will continue to be
significant. The Company will be dependant on future financing to fund its
research and development as well as other working capital requirements. There
can be no assurance that we can raise sufficient capital for the Company to meet
its future working capital needs. It is not anticipated that
any of the officers, directors or current shareholders of the Company will
provide any significant portion of the Company's future financing requirements.


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

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


Because the Company is in the development stage and has not yet produced a
marketable product, it will be reliant upon its ability to attract skilled
members of the stent or medical products industries. There can be no assurance
that the Company will be able to identify suitable candidates for employment, or
to attract them to the Company should they be identified. In addition, the
Company will be heavily dependent upon creative design and engineering skills of
individuals with whom it has little familiarity, and who may not perform as
expected.


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

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


                                       11


<Page>

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

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

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

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

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

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

GOING CONCERN RISK

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


                                       12
<PAGE>


WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical losses from operations, we will require additional
funding in the future. If we cannot obtain capital through financings or
otherwise, our ability to execute our research and development plans will be
greatly limited. Historically, we have funded our operations through the
issuance of equity and short-term debt financing arrangements. We may not be
able to obtain additional financing on favorable terms, if at all. Further, debt
financing could lead to a diversion of cash flow to satisfy debt-servicing
obligations and create restrictions on business operations. If we are unable to
raise additional funds, it would have a material adverse effect upon our
operations. If the Company continues to finance its operations through the
issuance of its securities, the issuance of additional securities will dilute
the ownership of existing shareholders.

OUR ACQUISITIONS MAY NOT BE SUCCESSFUL.

As part of our growth strategy, we intend to acquire additional companies and
assets. Such acquisitions may pose substantial risks to our business, financial
condition, and results of operations. In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive companies and assets. Even if we are successful in
acquiring additional companies and assets, some of the companies and assets may
not produce revenues at anticipated levels or within specified time periods.
There is no assurance that we will be able to successfully integrate acquired
companies and assets, which could result in substantial costs and delays or
other operational, technical or financial problems. Further, acquisitions could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

A decline in the price of our common stock could result in a reduction in the
liquidity of our common stock and a reduction in our ability to raise additional
capital for our operations. Because our operations to date have been principally
financed through the sale of equity securities, a decline in the price of our
common stock could have an adverse effect upon our liquidity and our continued
operations. A reduction in our ability to raise equity capital in the future
would have a material adverse effect upon our business plan and operations,
including our ability to continue our current operations. If our stock price
declines, we may not be able to raise additional capital or generate funds from
operations sufficient to meet our obligations.

A MAJORITY OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES, WITH THE
RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE WITHIN THE UNITED
STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS OR OFFICERS.

A majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, investors may be effectively prevented from
pursuing remedies under U.S. federal securities laws against them. In addition,
investors may not be able to commence an action in a Canadian court predicated
upon the civil liability provisions of the securities laws of the United States.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM
CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other circumstances.

WE HAVE A SUBSTANTIAL NUMBER OF OPTIONS AND WARRANTS OUTSTANDING.

As of February 28, 2007, we currently have options and warrants outstanding to
purchase 41,077,605 shares of our common stock. The exercise prices for these
options and warrants range from $0.17 to $1.55 per share. The number of options
and warrants outstanding, and their relative exercise prices, may have the
effect of suppressing our per share price and, if exercised, will dilute the
ownership of existing shareholders.


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<PAGE>


ITEM 3.  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 not effective to detect the inappropriate application of U.S. generally
accepted accounting principles ("GAAP") as more fully described below. This was
due to deficiencies that existed in the design and operation of our internal
control over financial reporting that adversely affected our disclosure controls
and that may be considered "material weaknesses". The Public Company Accounting
Oversight Board has defined a material weakness as a "significant deficiency or
combination of significant deficiencies that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected."

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.

INTERNAL CONTROL OVER FINANCIAL REPORTING. Subsequent to the issuance of our
report on Form 10-QSB for the quarterly period ended February 28, 2007,
management determined that our interim consolidated financial statements as of
and for the periods ended February 28, 2007 should be revised to correct the
amounts reported in connection with the acquisition of BioSync. We originally
recorded the acquisition of BioSync at a purchase price of $900,000 with
$493,154 recorded as purchased in-process research and development, which was
concurrently charged to operations. Upon further reflection, we discovered that
we did not correctly apply SFAS No. 141, "Business Combinations". As such, we
adjusted the purchase price to $1,943,885 and recorded $1,421,283 of the
acquisition price to BioSync's CE Mark License which allows BioSync to produce
and sell stents in India. Additionally, certain expenditures were incorrectly
recorded and inconsistent assumptions were used in determining the estimated
fair values of share-based awards during the quarter ended February 28, 2007.
Amendment no. 1 to Form 10-QSB for the period ended February 28, 2007 was filed
with the SEC on October 23, 2007 to reflect the restatement. This amendment no.
2 to Form 10-QSB has been filed to provide additional disclosure regarding the
restatement and to reflect the individual line items in the financial statements
that were affected by the restatement.

As a result of the misapplication of U.S. GAAP as described above, management
has concluded that our internal control over financial reporting was not
effective at February 28, 2007.

REMEDIATION OF MATERIAL WEAKNESSES. In an effort to address these weaknesses, we
will improve the supervision and training for our accounting personnel and have
hired a Vice President of Finance who is experienced in the financial reporting
function. We will also be implementing additional procedures to more formally
review our classification and consolidating entries and consolidated financial
statements, we are reviewing our existing internal accounting controls and
procedures to identify areas that could be improved, and an independent
accounting firm will be conducting a monthly review of BioSync's trial balance
to ensure the figures are reported under U.S. generally accepted accounting
principles. We will continue these efforts, and make any further changes
determined to be appropriate, until management is satisfied the material
weaknesses that resulted in the amendments disclosed in this report no longer
exist.

Except as noted herein, there have been 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.


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<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

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

During the three months ended February 28, 2007, 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 February 27, 2007, the Company completed a private placement of 375,000 units
at a price of $0.50 per unit for total proceeds of $168,750 (net of finder's fee
of $18,750). Each unit is comprised of one common share and one non-transferable
share purchase warrant. Each warrant entitles the holder to purchase one
additional common share at an exercise price of $0.75 per share for a period of
up to two years from registration of the underlying warrant shares.

On February 8, 2007, the Company completed a private placement of 1,125,000
units at a price of $0.50 per unit for total proceeds of $506,250 (net of
finder's fee of $56,250). Each unit is comprised of one common share and one
non-transferable share purchase warrant. Each warrant entitles the holder to
purchase one additional common share at an exercise price of $0.75 per share for
a period of up to two years from registration of the underlying warrant shares.

On December 22, 2006, the Company completed a private placement of 5,900,000
units at a price of $0.50 per unit for total proceeds of $2,645,600 (net of
finder's fee of $304,400). Each unit is comprised of one common share and one
non-transferable share purchase warrant. Each warrant entitles the holder to
purchase one additional common share at an exercise price of $0.75 per share for
a period of up to two years from registration of the underlying warrant shares.

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

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

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


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<PAGE>

                                   SIGNATURES

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


Date:  December 4, 2007                     MIV Therapeutics, Inc.


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


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



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