<PAGE>

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

                                   FORM 10-QSB

(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>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                           MIV THERAPEUTICS INC.
                           (A development stage company)

                           Consolidated Financial Statements

                           February 28, 2007

                           (Unaudited)





                           INDEX

                           Consolidated Balance Sheets

                           Consolidated Statements of Operations

                           Consolidated Statement of Stockholders' Equity

                           Consolidated Statements of Cash Flows

                           Notes to Consolidated Financial Statements



                                       2



<PAGE>

<TABLE>

MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Balance Sheets
------------------------------------------------------------------------------------------------
                                                                   February 28,       May 31,
                                                                      2007             2006
------------------------------------------------------------------------------------------------
                                                                   (Unaudited)
<S>                                                                <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $    517,121     $  1,573,822
  Accounts receivable                                                    55,101           56,902
  Due from related party (Note 8)                                        35,098               --
  Prepaid expenses and deposits (Note 3 and 9(b))                       370,143           84,365
  Inventories (Note 4)                                                  639,706               --
------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                  1,617,169        1,715,089

INVESTMENT ADVANCES (Note 13)                                            90,000               --

PROPERTY AND EQUIPMENT, net (Note 6)                                  1,085,278          338,786
------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                       $  2,792,447     $  2,053,875
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable and other payables (Note 8)                     $  1,057,162     $    185,624
  Deferred lease inducement - current portion (Note 9(a))                 8,081            8,081
------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                             1,065,243          193,705
DEFERRED LEASE INDUCEMENT (Note 9(a))                                    21,549           27,609
------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                     1,086,792          221,314
------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES  (Notes 1, 9 and 12)

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 7)
  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                                           39,527,760       33,214,382

DEFERRED COMPENSATION                                                  (260,555)        (199,569)

COMMON STOCK ISSUABLE                                                   480,000           74,000

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                    (37,918,933)     (31,127,944)

ACCUMULATED OTHER COMPREHENSIVE LOSS                                   (204,390)        (196,668)
------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                            1,705,655        1,832,561
------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  2,792,447     $  2,053,875
================================================================================================


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

                                                       3

<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Operations
(Unaudited)
----------------------------------------------------------------------------------------------------------------------------------
                                                    Period
                                                     from
                                                   inception
                                                 (January 20,
                                                    1999) to             Nine Months Ended                Three Months Ended
                                                  February 28,              February 28,                     February 28,
                                                      2007             2007             2006            2007              2006
----------------------------------------------------------------------------------------------------------------------------------
NET REVENUE                                       $      1,461     $      1,461     $         --     $      1,461     $         --
EXPENSES
  General and administrative (Notes 9 and 10)       19,242,689        3,051,972        3,736,131        1,171,999        1,217,411
  Research and development (Note 8)                 10,413,561        2,400,145        1,398,040          793,757          555,723
  Stock-based compensation (Note 2)                  5,046,506          732,669          512,643          140,500            7,000
  Depreciation                                         984,547           86,051          118,885           35,050           47,872
  Interest expense and finance fees                    979,171           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                               2,698,167          493,154               --          493,154               --
----------------------------------------------------------------------------------------------------------------------------------

                                                    40,226,728        6,775,286        5,808,061        2,643,696        1,833,360
----------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                               (40,225,267)      (6,773,825)      (5,808,061)      (2,642,235)      (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                         45,265          (28,058)          (3,725)          (5,463)          (1,810)
----------------------------------------------------------------------------------------------------------------------------------

LOSS BEFORE MINORITY INTEREST
                                                   (39,569,420)      (6,790,989)      (5,750,040)      (2,646,002)      (1,806,555)

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

NET LOSS                                          $(38,763,110)    $ (6,790,989)    $ (5,750,040)    $ (2,646,002)    $ (1,806,555)
==================================================================================================================================

LOSS PER COMMON SHARE
  - basic and diluted                             $      (0.09)    $      (0.09)    $      (0.03)    $      (0.03)
==================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                               73,005,279       62,008,648       77,996,471       66,752,020
==================================================================================================================================

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

                                                        4



<PAGE>


MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statement of Stockholders' Equity
(Unaudited)
------------------------------------------------------------------------------------------------------------------------------------


                                                                Common Stock            Additional     Deferred        Common
                                                         -------------------------       Paid-in        Compen-         Stock
                                                            Shares         Amount        Capital        sation         Issuable
------------------------------------------------------------------------------------------------------------------------------------
                                                                             $              $              $              $
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2006                                     68,359,964         68,360     33,214,382       (199,569)         74,000
Issuance of common stock: (Note 7)
   - for share subscriptions - Private placement          10,310,000         10,310      4,763,290             --         (20,000)
   - for exercise of warrants                              1,238,505          1,239         49,761             --              --
   - for exercise of options                                 205,063            205          2,795             --              --
   - for services                                          1,358,802          1,359        605,456       (282,866)         30,000
   - for license agreement (Note 5)                          300,000            300        123,700             --         (74,000)
Subscription received                                             --             --             --             --          70,000
Acquisition of BioSync Scientific Pvt. Ltd. (Note 12)             --             --             --             --         400,000
Fair value of warrants issued for services                        --             --         34,477        (34,477)             --
Fair value of extended warrants                                   --             --          1,230             --              --
Fair value of extended options                                    --             --        104,865             --              --
Fair value of stock options granted                               --             --        627,804             --              --
Amortization of deferred compensation                             --             --             --        256,357              --
Comprehensive loss:
  Foreign currency translation adjustment                         --             --             --             --              --
  Net loss                                                        --             --             --             --              --
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, February 28, 2007                                81,772,334         81,773     39,527,760       (260,555)        480,000
====================================================================================================================================



MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statement of Stockholders' Equity
(Unaudited)
------------------------------------------------------------------------------------------------------
                                                          Accumulated      Deficit           Total
                                                             Other       Accumulated        Stock-
                                                            Compre-       During the        holders'
                                                            hensive       Development       Equity
                                                              Loss           Stage         (Deficit)
------------------------------------------------------------------------------------------------------
                                                                $              $                $
------------------------------------------------------------------------------------------------------

BALANCE, May 31, 2006                                         (196,668)    (31,127,944)      1,832,561
Issuance of common stock: (Note 7)
   - for share subscriptions - Private placement                    --              --       4,753,600
   - for exercise of warrants                                       --              --          51,000
   - for exercise of options                                        --              --           3,000
   - for services                                                   --              --         353,949
   - for license agreement (Note 5)                                 --              --          50,000
Subscription received                                               --              --          70,000
Acquisition of BioSync Scientific Pvt. Ltd. (Note 12)               --              --         400,000
Fair value of warrants issued for services                          --              --              --
Fair value of extended warrants                                     --              --           1,230
Fair value of extended options                                      --              --         104,865
Fair value of stock options granted                                 --              --         627,804
Amortization of deferred compensation                               --              --         256,357
Comprehensive loss:
  Foreign currency translation adjustment                       (7,722)             --          (7,722)
  Net loss                                                          --      (6,790,989)     (6,790,989)
------------------------------------------------------------------------------------------------------

BALANCE, February 28, 2007                                    (204,390)    (37,918,933)      1,705,655
======================================================================================================



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

                                       5



<PAGE>



MIV THERAPEUTICS INC.
(A development stage company)
Consolidated Statements of Cash Flows
(Unaudited)
----------------------------------------------------------------------------------------------------------------------
                                                                        Period from
                                                                         inception
                                                                       (January 20,
                                                                          1999) to            Nine months ended
                                                                         February 28,            February 28,
                                                                            2007             2007             2006
----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $(38,763,110)    $ (6,790,989)    $ (5,750,040)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Stock-based compensation                                             8,699,114          990,256        1,821,949
      Stock issued for other than cash                                     5,619,685          353,949          393,575
      Stock issued for license agreement                                      50,000           50,000               --
      Interest expense on related party loan                                 850,000               --               --
      Interest expense on convertible debentures                              34,730               --           34,730
      Fair value of extended warrants                                        194,844               --               --
      Depreciation                                                           984,547           86,051          118,885
      Leasehold improvements written down                                     13,300               --               --
      Project acquisition costs                                                   --               --           53,426
      Purchased in-process research and development                        2,618,167          493,154               --
      Intangible asset impairment                                            150,000               --               --
      Gain on extinguishment of debt                                        (462,249)              --               --
      Provision for bad debt                                                 160,000               --               --
      Beneficial conversion feature on convertible debenture                 289,800               --               --
      Minority interest                                                     (806,310)              --               --
  Changes in operating assets and liabilities:
      Accounts receivable                                                   (215,352)           1,801          (46,294)
      Due from related party                                                 (35,098)         (35,098)          17,500
      Prepaid expenses and deposits                                         (147,011)         (62,088)         (71,327)
      Inventory                                                               25,818           25,818               --
      Accounts payable and other payables                                    954,312          710,146          (96,739)
----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                    (19,784,813)      (4,177,000)      (3,524,335)
----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, less share issuance costs                     20,332,509        4,807,600        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                                                   1,427,310           70,000               --
  Common stock redemption                                                   (120,000)              --               --
  Loan payable                                                               500,000               --               --
  Repayment of bank loan (Note 12)                                          (910,025)        (910,025)              --
----------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                 22,848,618        3,967,575        5,859,352
----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of BioSync Scientific Pvt. Ltd. - net (Note 12)               (478,152)        (478,152)              --
  Pre-acquisition advances to BioSync Scientific Pvt. Ltd. (Note 12)        (121,870)        (121,870)
  Acquisition of license                                                    (200,000)              --               --
  Purchase of property and equipment                                      (1,409,956)        (149,532)        (170,669)
  Investment advances                                                        (90,000)         (90,000)              --
----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                     (2,299,978)        (839,554)        (170,669)
----------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                                             (246,706)          (7,722)          (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>

                                       6



<PAGE>

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

1.    BASIS OF PRESENTATION

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

      The unaudited interim consolidated financial statements include the
      Company's newly-acquired subsidiary, BioSync Scientific Pvt. Ltd. The
      acquisition was completed on February 16, 2007 (Note 12).

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

      Since inception, MIV Therapeutics Inc. (the "Company") has suffered
      recurring losses, totaling $38,763,110 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 consolidated financial statements do
      not give effect to any adjustments which would be necessary should the
      Company be unable to continue as a going concern and therefore be required
      to realize its assets and discharge its liabilities in other than the
      normal course of business and at amounts different from those reflected in
      the accompanying consolidated financial statements.

                                       7



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

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a) 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 will permit most registrants to implement SFAS No. 123R at the
      beginning of their next fiscal year, instead of the next reporting period
      as required by SFAS No. 123R. The pro-forma disclosures previously
      permitted under SFAS No. 123 no longer will be an alternative to financial
      statement recognition. Under SFAS No. 123R, the Company must determine the
      appropriate fair value model to be used for valuing share-based payments,
      the amortization method for compensation cost and the transition method to
      be used at date of adoption. The transition methods include prospective
      and retroactive adoption options. Under the retroactive options, prior
      periods may be restated either as of the beginning of the year of adoption
      or for all periods presented. The modified prospective method requires
      that compensation expense be recorded for all unvested stock options and
      restricted stock at the beginning of the first quarter of adoption of SFAS
      No. 123R, while the retroactive methods would record compensation expense
      for all unvested stock options and restricted stock beginning with the
      first period restated. The Company has adopted the modified prospective
      method for the fiscal quarter beginning on June 1, 2006 and recorded the
      compensation expense for all unvested stock options existing prior to the
      adoption in the first quarter of fiscal 2007. Stock-based compensation
      expense for awards granted prior to June 1, 2006 was based on the grant
      date fair-value as determined under the pro-forma provisions of SFAS No.
      123.

      The Company recorded stock-based compensation expense of $203,554 during
      the nine months ended February 28, 2007 and $nil during the three months
      ended February 28, 2007 as a result of the adoption of SFAS No. 123R.

      As of February 28, 2007, $67,500 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.

                                       8



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


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      (a) Stock-based Compensation (continued)

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

                                                          Nine Months       Three Months
                                                             Ended              Ended
                                                                 February 28, 2006
                                                           -----------------------------
                                                                     (Unaudited)
<S>                                      <C>
Net loss                                 As reported       $(5,750,040)      $(1,806,555)
SFAS No. 123 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, $nil (2006 -
      $7,000) and $206,304 (2006 - $80,600) of research and development
      expense was included in stock-based compensation in the statement of
      operations, respectively.

      (b) Inventory

      Inventories are valued at the lower of cost (first-in, first-out basis) or
      net realizable value. Finished goods include labor and certain overhead
      costs.

      (c) Reclassifications

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


3.    PREPAID EXPENSES AND DEPOSITS

      Prepaid expenses and deposits consisted of the following at:

                                                    February 28,        May 31,
                                                       2007              2006
--------------------------------------------------------------------------------
                                                   (Unaudited)
Supplier prepayments                               $  284,770         $   31,608
Other deposits                                         34,556             32,763
Other prepaid expenses                                 50,817             19,994
                                                   -----------------------------

                                                   $  370,143         $   84,365
                                                   =============================

                                       9



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

4.    INVENTORIES

      Inventories consisted of the following at;

                                                      February 28,    May 31,
                                                         2007          2006
--------------------------------------------------------------------------------
                                                      (Unaudited)

Raw materials                                          $ 92,357    $        --
Work-in-progress                                         71,116             --
Finished goods                                          476,233             --
                                                       -----------------------

                                                       $639,706    $        --
                                                       =======================

5.    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 (US$164,445). As at May
            31, 2004, the Company had paid CDN$50,000 (US$37,238) and charged
            the costs to research and development.

                                       10



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

5.    LICENSES (continued)

            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
            (US$87,633). As of May 31, 2005, the Company had paid/accrued and
            recorded CDN$110,400 (US$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 (US$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 (US$344,663) and accrued the
            final payment of CDN$13,400 (US$11,897) for research and development
            costs in accordance with Amendment No. 2.

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

      (c)   On May 19, 2005, the Company signed a letter of intent to negotiate
            a new license agreement for a new technology with UBC. The form and
            content will be similar to that of the license agreements entered
            into in February 2003 (See Note 3(a) above). Upon execution, the
            Company will issue 100,000 common shares to UBC. As of November 30,
            2006, the new license agreement had not been executed but the
            related common shares were issued; however, the Company will retain
            the stock certificate until the negotiations are completed.

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

                                       11



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

6.    PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following at:

                                                 February 28,         May 31,
                                                    2007               2006
-------------------------------------------------------------------------------
                                                (Unaudited)
Land                                            $    19,886         $        --
Building                                             55,308                  --
Laboratory equipment                              1,782,915             990,414
Computer equipment                                  187,249             148,581
Furniture and fixtures                               92,875              62,077
Leasehold improvements                               49,158              49,158
                                                -------------------------------
                                                  2,187,391           1,250,230
Less: accumulated depreciation                   (1,102,113)           (911,444)
                                                --------------------------------
                                                $ 1,085,278         $   338,786
                                                ===============================

            Depreciation expense for the nine months ended February 28, 2007 was
            $86,051 (2006 - $118,885).

7.    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 $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.

                  The warrants had an estimated fair value of $66,863 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 57.71%, discount
                  rate: 5.25%, call option value: $0.18 and dividend: nil.

                                       12



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

7.    STOCKHOLDERS' EQUITY (continued)

      (a)   Common Stock (continued)

            (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 $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.

                  The warrants had an estimated fair value of $236,406 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 57.71%, discount
                  rate: 5.25%, call option value: $0.21 and dividend: nil.

            (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 $2,645,600 (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 warrants had an estimated fair value of $624,152 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 30.40%, discount
                  rate: 5.25%, call option value: $0.11 and dividend: nil.

            (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 $700,000. 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 $119,287 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 59.44%, discount
                  rate: 5.25%, call option value: $0.09 and dividend: nil.

            (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 $300,000. 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 $78,625 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 59.44%, discount
                  rate: 5.25%, call option value: $0.13 and dividend: nil.

                                       13



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

7.    STOCKHOLDERS' EQUITY (continued)

      (a)   Common Stock (continued)

            (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 $143,000 (net of finder's fee of $2,000). 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 underlying warrant shares.

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

            (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 $310,000. 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 $195,161 using the
                  Black-Scholes option pricing model. The assumptions used in
                  the Black-Scholes model were: volatility: 64.41%, discount
                  rate: 5.25%, call option value: $0.31 and dividend: nil.

            (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 $606,815 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 1,238,505 common shares pursuant to an exercise of
                  stock purchase warrants for total proceeds of $51,000. Of
                  these shares, 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. Of these cashless exercises,
                  762,611 warrants with an average exercise price of $0.50 were
                  exchanged for 349,781 common shares were issued through a
                  private placement.

            (x)   During the nine months ended February 28, 2007, the Company
                  issued 205,063 common shares pursuant to an exercise of stock
                  purchase options for total proceeds of $3,000. Of these
                  shares, 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.

                                       14



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

7.    STOCKHOLDERS' EQUITY (continued)

      (a)   Common Stock (continued)

            (xi)  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.

      (b)   Warrants

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

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

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

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

 Regular:
       Issued - private placement                  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
                                                =============== ================

                                       15



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


7.    STOCKHOLDERS' EQUITY (continued)

      (b)   Warrants (continued)

            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.

      (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.

            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 $104,865 of stock-based compensation in the statement of
            operations.

                                       16



<PAGE>

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

7.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

            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>
<S>                      <C>
------------------------------------------------------------------------------------------------
                                                                        Weighted        Weighted
                                                                         Average         Average
                                                                        Exercise          Fair
                                                                          Price           Value
------------------------------------------------------------------------------------------------
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
================================================================================================

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

------------------------------------------------------------------------------------------------
                                                                              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 (Unaudited)                                 16,345,000          $  0.46
================================================================================================

</TABLE>

                                       17



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


7.    STOCKHOLDERS' EQUITY (continued)

      (c)   Stock Options (continued)

            The following summarizes information about the stock options
            outstanding and exercisable at February 28, 2007:
<TABLE>
<S>            <C>
                         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>

8.    RELATED PARTY TRANSACTIONS

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

      During the nine months period ended February 28, 2007, the Company paid or
      accrued $1,105,970 (2006-$551,522) of management and consulting fees to
      four directors and two officers (2006-one officer) of the Company. Of this
      amount, $178,411 (2006-$149,257) was charged to research and development.
      Included in accounts payable is $nil (2006-$8,817).

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

                                       18



<PAGE>

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


9.    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                                   $  97,525
                      2009                                      97,525
                      2010                                      97,525
                      2011                                      81,272
                                                       ----------------
                      Total                                 $  373,847
                                                       ================

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

      (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.

            As of February 28, 2007, an amount of $24,878 is included in prepaid
            expenses representing costs incurred for the contemplated initial
            public offering (IPO) of SagaX. If it goes on as planned, this will
            be charged against the proceeds of the IPO.

      (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, 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.

                                       19



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

9.    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.

            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.

10.   GENERAL AND ADMINISTRATIVE EXPENSES

            General and administrative expenses consisted of the following:
<TABLE>
<S>            <C>
                                       Nine Months Ended          Three Months Ended
                                          February 28,               February 28,
                                      2007          2006          2007          2006
                                   ----------------------------------------------------
Legal                              $  413,459    $  354,815    $  167,284    $  148,239
Public relations, financing and
  corporate development               810,302     1,841,068       345,519       527,991
Management fees                       555,808       406,445       163,088       138,504
Consulting                            177,638       288,773        73,085        59,529
Audit                                 148,974       230,776        22,789       123,645
Operating expenses                    945,791       614,254       400,234       219,503
                                   ----------------------------------------------------

                                   $3,051,972    $3,736,131    $1,171,999    $1,217,411
                                   ====================================================

            General and administrative expenses included the following amortized
            deferred compensation:

                                                Nine Months Ended         Three Months Ended
                                                  February 28,               February 28,
                                               2007         2006          2007           2006
                                           -----------   -----------   -----------   -----------

Amortized deferred compensation in:
  -  Public relations, financing
     and corporate development             $   124,151   $ 1,109,679   $        --   $   301,948
  -  Consulting                                 38,266       176,529        26,111        27,083
                                           -----------------------------------------------------

                                           $   162,417   $ 1,286,208   $    26,111   $   329,031
                                           =====================================================

                                       20



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


11.   SUPPLEMENTAL CASH FLOW INFORMATION

                                                     Period from
                                                      inception
                                                    (January 20,
                                                      1999) to       Nine months ended
                                                     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                   $3,964,712    $  606,815    $  623,417
                                               ======================================
  Warrants issued for services                 $3,724,968    $   34,477    $1,264,518
                                               ======================================
</TABLE>

12.   ACQUISITION OF 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.

      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 $25,000 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,
      at the time estimated to be $1,000,000.

      During the nine months ended February 28, 2007, the Company advanced a
      total of $1,044,470 to BioSync Scientific, of which $910,025 was used for
      repayment of BioSync Scientific's bank indebtedness.

                                       21

<PAGE>

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


12.   ACQUISITION OF BIOSYNC SCIENTIFIC PVT. LTD. (continued)

      The fair value of the assets acquired and liabilities assumed effective
      February 16, 2007 was as follows:

Cash and cash equivalents                                           $    21,848
Prepaid expenses and other current assets                               223,690
Inventory                                                               665,524
Property and equipment                                                  683,011
In-process research and development                                     493,154
                                                                    -----------

                                                                      2,087,227
Accounts payable and other current liabilities                         (155,332)
Advances from MIV Therapeutics Inc.                                    (121,870)
Bank indebtedness                                                      (910,025)
                                                                    -----------

Fair value of net assets acquired                                   $   900,000
                                                                    ===========

Consideration paid:
   50,000 shares of common stock at $0.50 per share                 $    25,000
   750,000 shares of common stock at $0.50 per share                    375,000
   Cash                                                                 500,000
                                                                    -----------

                                                                    $   900,000
                                                                    ===========

      The excess of the purchase price paid over the fair value of the tangible
      net assets acquired of $493,154 represented the fair value of in-process
      research and development, which has been charged to operations during the
      period. For accounting purposes, the 750,000 shares issued (see below) to
      the President of BioSync Scientific with an estimated fair value of
      $375,000 has been included as consideration for the acquisition. The
      800,000 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.

      In addition, the Company and BioSync Scientific entered into a 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.

                                       22



<PAGE>
MIV THERAPEUTICS INC.
(A development stage company)
Notes to 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.

      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 a deemed 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
      recenty agreed that, should the Vendors determine to sell any of their
      restricted common shares at any time prior to 12 months and 30 trading
      days 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, investment advances of $90,000 which represents
      direct costs incurred as a result of the proposed acquisition has been
      capitalized on the financial statements. These costs will be included in
      the total acquisition costs upon consummation of this transaction.




                                       23



<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:

                                       24



<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 orthopaedic 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.

                                       25



<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.

                                       26



<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, we have made investment advances of $90,000 which
represents direct costs incurred as a result of the proposed acquisition.

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.

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 $25,000 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, at the time estimated to be $1,000,000.

During the nine months ended February 28, 2007, the Company advanced a total of
$1,044,470 to BioSync Scientific, of which $910,025 was used for repayment of
BioSync Scientific's bank indebtedness.

The fair value of the assets acquired and liabilities assumed effective February
16, 2007 was as follows:

Cash and cash equivalents                                           $    21,848
Prepaid expenses and other current assets                               223,690
Inventory                                                               665,524
Property and equipment                                                  683,011
In-process research and development                                     493,154
                                                                    -----------

                                                                      2,087,227
Accounts payable and other current liabilities                         (155,332)
Advances from MIV Therapeutics Inc.                                    (121,870)
Bank indebtedness                                                      (910,025)
                                                                    -----------

Fair value of net assets acquired                                   $   900,000
                                                                    ===========

Consideration paid:
     50,000 shares of common stock at $0.50 per share               $    25,000
     750,000 shares of common stock at $0.50 per share                  375,000
     Cash                                                               500,000
                                                                    -----------

                                                                    $   900,000
                                                                    ===========

                                       27



<PAGE>

The excess of the purchase price paid over the fair value of the tangible net
assets acquired of $493,154 represented the fair value of in-process research
and development, which has been charged to operations during the period. For
accounting purposes, the 750,000 shares issued (see below) with an estimated
fair value of $375,000 has been included as consideration for the acquisition.
The 800,000 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.

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 $6,773,825 and $2,642,235 respectively, and a
net loss of $6,790,989 and $2,646,002, 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 is
attributable to an increase in research and development expenses during the
period.

The working capital surplus decreased by $969,458 from $1,521,384 as of May 31,
2006 to $551,926 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 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.

                                       28



<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 $684,159 to $3,051,972 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 $162,000 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.

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

Research and development expenses increased $1,002,105 to $2,400,145 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, and the employment
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 decreased $45,412 to $1,171,999 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 decline is the decrease in
the amortization of deferred compensation charged to public relations and
consulting expenses which totaled approximately $26,000 in 2007 compared to
approximately $329,000 in 2006.

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

Research and development expenses increased $238,034 to $793,757 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.


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

Since inception, the Company has financed its operations from private
financings, the exercise of warrants and interest income. The company had a
working capital surplus of $551,926 at February 28, 2007.

Financing
---------

Cash flow from financing activities was $3,967,575 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.

                                       29



<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.

                                       30



<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
$104,865 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.

                                       31



<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 NO PRODUCTS
AVAILABLE FOR SALE OR USE AND MAY LACK THE FINANCIAL RESOURCES NEEDED TO BRING
PRODUCTS TO MARKET.

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

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

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

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 $38,763,110
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.

                                       32



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

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

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

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

                                       33



<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
favourable to the Company

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
February 28, 2007 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to February 28, 2007 the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.

                                       34



<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

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

                                       35



<PAGE>




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

                                   SIGNATURES

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

Date:  April 23, 2007                     MIV Therapeutics, Inc.


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


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


                                       36