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



FORM 10-QSB/A
Amendment No. 1



[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 Securities Exchange Act of 1934 for the transition period from _______ to _______



Commission File Number   000-30453



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





|Nevada(State or other jurisdiction of
incorporation or organization) | N/A(IRS Employer Identification No.)
|-------------------------------------------------------------------- | ------------------------------------



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



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



Check whether the 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.  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









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Explanatory Note



The Company is filing this amendment to adjust the accounting for the acquisition of BioSync Scientific Pvt. Ltd ("Biosync") in its financial statements under Item 1. Financial Statements.  The Company originally recorded the acquisition of BioSync at a purchase price of $900,000 with $493,154 recorded as purchased research and development, which was subsequently expensed.  Upon further reflection, the Company adjusted the purchase price to $1,943,885 and recorded $1,421,283  of the acquisition price to BioSync's CE Mark license which allows Biosync to produce and sell stents in India. The CE Mark License was capitalized and is being amortized over 10 years.  Further, the Company has recognized an increase in stock based compensation of $178,293 issued to an individual in connection with the acquisition



The result of the above is that the assets in the amended financial statements have been increased by $931,447 and the loss for the period has been reduced by $262,711.



Item 1.  Financial Statements







2



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MIV THERAPEUTICS INC.



Amended Consolidated Financial Statements



February 28, 2007



(Unaudited)







Index



Amended Consolidated Balance Sheets

Amended Consolidated Statements of Operations and Comprehensive Income (Loss)

Amended Consolidated Statement of Stockholders

Amended Consolidated Statements of Cash Flows

Notes to Amended Consolidated Financial Statements

















3



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|MIV THERAPEUTICS INC.                                                                   |                                             |  |              |            |                  |           
|--------------------------------------------------------------------------------------- | ------------------------------------------- |  | ------------ | ---------- | ---------------- | ----------
|(A development stage company)                                                           |                                             |  |              |            |                  |           
|Amended Consolidated Balance Sheets                                                     |                                             |  |              |            |                  |           
|(Unaudited)                                                                             |                                             |  |              |            |                  |           
|(Expressed in US dollars)                                                               |                                             |  |              | Restated   |                  |           
|(Basis of Presentation-Note 1)                                                          |                                             |  |              | (Note 3)   |                  |           
|                                                                                        |                                             |  |              |            | February 28,2007 |           
|ASSETS                                                                                  |                                             |  |              |            |                  |           
|Current assets                                                                          |                                             |  |              |            |                  |           
|Cash and cash equivalents                                                               |                                             |  | $            | 517,121    | $                | 1,573,822 
|Accounts receivable                                                                     |                                             |  |              | 58,714     |                  | 56,902    
|Employee advances (Note 9(a))                                                           |                                             |  |              | 35,098     |                  | -         
|Prepaid expenses and deposits (Note 4)                                                  |                                             |  |              | 334,626    |                  | 84,365    
|Inventories (Note 5)                                                                    |                                             |  |              | 221,723    |                  | -         
|Total current assets                                                                    |                                             |  |              | 1,167,282  |                  | 1,715,089 
|Property and equipment, net (Note 7)                                                    |                                             |  |              | 1,139,901  |                  | 338,786   
|CE Mark License (Note 3)                                                                |                                             |  |              | 1,416,711  |                  | -         
|Total assets                                                                            |                                             |  |              | $          | 3,723,894        | $         
|                                                                                        |                                             |  |              |            |                  |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                    |                                             |  |              |           
|Liabilities                                                                             |                                             |  |              |            |                  |           
|Current liabilities                                                                     |                                             |  |              |            |                  |           
|Accounts payable and other payables (Note 9)                                            |                                             |  | $            | 1,066,214  | $                | 185,624   
|Deferred lease inducement-current portion (Note 10(a))                                  |                                             |  |              | 8,081      |                  | 8,081     
|Total current liabilities                                                               |                                             |  |              | 1,074,295  |                  | 193,705   
|Deferred lease inducement (Note 10(a))                                                  |                                             |  |              | 21,549     |                  | 27,609    
|Deferred income tax liability(Note 3)                                                   |                                             |  |              | 310,000    |                  | -         
|Total liabilities                                                                       |                                             |  |              |            | 1,405,844        |           
|                                                                                        |                                             |  |              |            |                  |           
|Commitments and contingencies  (Note 10)                                                |                                             |  |              |            |                  |           
|Stockholders' Equity                                                                    |                                             |  |              |            |                  |           
|Common stock (Note 8)                                                                   |                                             |  |              |            |                  |           
|Authorized:                                                                             |                                             |  |              |            |                  |           
|230,000,000                                                                             | common shares with a par value of $0.001    |  |              |            |                 
|20,000,000                                                                              | preferred shares with a par value of $0.001 |  |              |            |                 
|Issued and outstanding:                                                                 |                                             |  |              |            |                  |           
|81,772,334                                                                              | common shares at February 28, 2007 and      |  |              |            |                 
|68,359,964                                                                              | common shares at May 31, 2006               |  |              |            | 81,773           |           
|Additional paid-in capital                                                              |                                             |  |              | 39,805,465 |                  | 33,214,382
|Deferred compensation                                                                   |                                             |  |              | (386,747)  |                  | (199,569) 
|Common stock issuable                                                                   |                                             |  |              | 670,449    |                  | 74,000    
|Deficit accumulated during the development stage                                        |                                             |  | (37,656,222) |            | (31,127,944)    
|Accumulated other comprehensive loss                                                    |                                             |  |              | (196,668)  |                  | (196,668) 
|Total stockholders' equity                                                              |                                             |  |              | 2,318,050  |                  | 1,832,561 
|Total liabilities and stockholders' equity                                              |                                             |  | $            | 3,723,894  | $                | 2,053,875 
|The accompanying notes are an integral part of these consolidated financial statements. |                                            

4



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|MIV THERAPEUTICS INC.                                                                   |   |              |   |                   |   |                    |   |             |   |            
|--------------------------------------------------------------------------------------- | - | ------------ | - | ----------------- | - | ------------------ | - | ----------- | - | -----------
|(A development stage company)                                                           |   |              |   |                   |   |                    |   |             |   |            
|Amended Consolidated Statements of Operations and Comprehensive Income (Loss)           |   |              |   |                  
|(Unaudited)                                                                             |   |              |   |                   |   |                    |   |             |   |            
|(Expressed in US dollars)                                                               |   |              |   |                   |   |                    |   |             |   |            
|                                                                                        |   | Restated     |   |                   |   |                    |   |             |   |            
|                                                                                        |   | Period from  |   |                   |   |                    |   |             |   |            
|                                                                                        |   | inception    |   | Restated          |   |                    |   | Restated    |   |            
|                                                                                        |   | (January 20, |   | (Note 3)          |   |                    |   | (Note 3)    |   |            
|                                                                                        |   | 1999) to     |   | Nine Months Ended |   | Three Months Ended
|                                                                                        |   | February 28, |   | February 28,      |   | February 28,      
|                                                                                        |   | 2007         |   | 2007              |   | 2006               |   | 2007        |   | 2006       
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Revenue                                                                                 | $ | 1,461        | $ | 1,461             | $ | -                  | $ | 1,461       | $ | -          
|Cost of sales                                                                           |   | 646          |   | 646               |   | -                  |   | 646         |   | -          
|Gross profit                                                                            |   | 815          |   | 815               |   | -                  |   | 815         |   | -          
|Expenses                                                                                |   |              |   |                   |   |                    |   |             |   |            
|General and administrative(Notes 9 and 11)                                              |   | 19,446,678   |   | 3,250,607         |   | 3,736,131          |   | 1,370,634   |   | 1,217,411  
|Research and development (Note 9)                                                       |   | 10,318,081   |   | 2,304,665         |   | 1,398,040          |   | 698,278     |   | 555,723    
|Stock-based compensation (Note 2)                                                       |   | 5,224,799    |   | 910,962           |   | 512,643            |   | 318,793     |   | 7,000      
|Depreciation                                                                            |   | 984,490      |   | 85,994            |   | 118,885            |   | 34,993      |   | 47,872     
|Amortization of CE Mark License                                                         |   | 4,572        |   | 4,572             |   | -                  |   | 4,572       |   | -          
|Interest expense and finance fees                                                       |   | 973,817      |   | 11,295            |   | 42,362             |   | 9,236       |   | 5,354      
|Licenses acquired charged to operations                                                 |   | 479,780      |   | -                 |   | -                  |   | -           |   | -          
|Finance cost on convertible debentures                                                  |   | 382,307      |   | -                 |   | -                  |   | -           |   | -          
|Purchased in-process research 
       and development                                   |   | 2,205,013    |   | -                 |   | -                  |   | -           |   | -          
|                                                                                        |   | 40,019,537   |   | 6,568,095         |   | 5,808,061          |   | 2,436,506   |   | 1,833,360  
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Loss from operations                                                                    |   | (40,018,722) |   | (6,567,280)       |   | (5,808,061)        |   | (2,435,691) |   | (1,833,360)
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Gain on extinguishment of debt                                                          |   | 462,249      |   | -                 |   | -                  |   | -           |   | -          
|Interest income                                                                         |   | 148,333      |   | 10,894            |   | 61,746             |   | 1,696       |   | 28,615     
|Gain (loss) on foreign exchange                                                         |   | 87,431       |   | 14,108            |   | (3,725)            |   | 36,704      |   | (1,810)    
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Loss before tax and minority interest                                                   |   | (39,320,709) |   | (6,542,278)       |   | (5,750,040)        |   | (2,397,291) |   | (1,806,555)
|Deferred income tax recovery                                                            |   | 14,000       |   | 14,000            |   | -                  |   | 14,000      |   | -          
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Loss before minority interest                                                           |   | (39,306,709) |   | (6,528,278)       |   | (5,750,040)        |   | (2,383,291) |   | (1,806,555)
|Minority interest share of loss                                                         |   | 806,310      |   | -                 |   | -                  |   | -           |   | -          
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Net loss                                                                                | $ | (38,500,399) | $ | (6,528,278)       | $ | (5,750,040)        | $ | (2,383,291) | $ | (1,806,555)
|Other comprehensive income (loss)                                                       |   |              |   |                   |   |                    |   |             |   |            
|Foreign currency translation                                                            |   | (196,668)    |   | -                 |   | (193,079)          |   | -           |   | 17,570     
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|Comprehensive loss                                                                      | $ | (38,697,067) | $ | (6,528,278)       | $ | (5,943,119)        | $ | (2,383,291) | $ | (1,788,985)
|Loss per common share                                                                   |   |              |   |                   |   |                    |   |             |   |            
|- basic and diluted                                                                     | $ | (1.26)       | $ | (0.09)            | $ | (0.09)             | $ | (0.03)      | $ | (0.03)     
|Weighted average number of common                                                       |   |              |   |                   |   |                    |   |             |   |            
|shares outstanding                                                                      |   |              |   |                   |   |                    |   |             |   |            
|- basic and diluted                                                                     |   | 30,561,489   |   | 72,915,205        |   | 62,008,648         |   | 75,143,989  |   | 66,752,020 
|                                                                                        |   |              |   |                   |   |                    |   |             |   |            
|The accompanying notes are an integral part of these consolidated financial statements.

5



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|MIV THERAPEUTICS INC.                                                                   |              |         |         |            |           |            
|--------------------------------------------------------------------------------------- | ------------ | ------- | ------- | ---------- | --------- | -----------
|(A development stage company)                                                           |              |         |         |            |           |            
|Amended Consolidated Statement of Stockholders' Equity                                  |              |         |         |            | Restated  |            
|(Unaudited)                                                                             |              |         |         | (Note 3)   |          
|                                                                                        |              |         |         |            |           |            
|                                                                                        |              |         |         |            |           |            
|                                                                                        |              |         |         | Additional | Deferred  | Common     
|                                                                                        | Common Stock | Paid-in | Compen- | Stock      | hensive   | Development
|                                                                                        | Shares       | Amount  | Capital | sation     | Issuable  | Loss       
|                                                                                        |              |         | $       | $          | $         | $          
|                                                                                        |              |         |         |            |           |            
|Balance, May 31, 2006                                                                   | 68,359,964   |         | 68,360  | 33,214,382 | (199,569) | 74,000     
|Issuance of common stock: (Note 8)                                                      |              |         |         |            |           |            
|- for share subscriptions-Private placement                                             | 10,310,000   |         | 10,310  | 4,776,117  | -         | -          
|- 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   | 710,456    | (387,866) | 92,449     
|- for license agreement (Note 6)                                                        | 300,000      |         | 300     | 123,700    | (50,000)  | (74,000)   
|Subscription received                                                                   | -            |         | -       | -          | -         | 50,000     
|Acquisition of Biosync Scientific Pvt. Ltd. (Note 3)                                    | -            |         | -       | -          | -         | 528,000    
|Fair value of warrants issued for services                                              | -            |         | -       | 16,062     | (16,062)  | -          
|Fair value of extended warrants                                                         | -            |         | -       | 1,230      | -         | -          
|Fair value of extended options                                                          | -            |         | -       | 174,634    | -         | -          
|Fair value of stock options granted                                                     | -            |         | -       | 736,328    | -         | -          
|Amortization of deferred compensation                                                   | -            |         | -       | -          | 266,750   | -          
|Comprehensive loss:                                                                     |              |         |         |            |           |            
|Foreign currency translation adjustment                                                 | -            |         | -       | -          | -         | -          
|Net loss                                                                                | -            |         | -       | -          | -         | -          
|                                                                                        |              |         |         |            |           |            
|Balance, February 28, 2007                                                              | 81,772,334   |         | 81,773  | 39,805,465 | (386,747) | 670,449    
|                                                                                        |              |         |         |            |           |            
|The accompanying notes are an integral part of these consolidated financial statements. |              |         |         |           

6



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|MIV THERAPEUTICS INC.                                                                   |   |              |   |                   |   |            
|--------------------------------------------------------------------------------------- | - | ------------ | - | ----------------- | - | -----------
|(A development stage company)                                                           |   |              |   |                   |   |            
|Amended Consolidated Statements of Cash Flows                                           |   |              |   |                   |   |            
|(Unaudited)                                                                             |   |              |   |                   |   |            
|                                                                                        |   | Restated     |   |                   |   |            
|                                                                                        |   | Period from  |   |                   |   |            
|                                                                                        |   | inception    |   | Restated          |   |            
|                                                                                        |   | (January 20, |   | (Note 3)          |   |            
|                                                                                        |   | 1999) to     |   | Nine months ended
|                                                                                        |   | February 28, |   | February 28,     
|                                                                                        |   | 2007         |   | 2007              |   | 2006       
|Cash flows from operating activities                                                    |   |              |   |                   |   |            
|Net loss                                                                                | $ | (38,500,399) | $ | (6,528,278)       | $ | (5,750,040)
|Adjustments to reconcile net loss to net cash used in operating activities:             |   |              |   |                   |   |            
|Stock-based compensation                                                                |   | 8,886,570    |   | 1,177,712         |   | 1,821,949  
|Stock issued for other than cash                                                        |   | 5,682,134    |   | 416,398           |   | 393,575    
|Interest expense on related party loan                                                  |   | 850,000      |   | -                 |   | -          
|Interest expense on convertible debentures                                              |   | 34,730       |   | -                 |   | 34,730     
|Fair value of extended warrants                                                         |   | 196,074      |   | 1,230             |   | -          
|Depreciation and amortization                                                           |   | 989,062      |   | 90,566            |   | 118,885    
|Leasehold improvements written down                                                     |   | 13,300       |   | -                 |   | -          
|Project acquisition costs                                                               |   | -            |   | -                 |   | 53,426     
|Purchased in-process research and development                                           |   | 2,125,013    |   | -                 |   | -          
|Intangible asset impairment                                                             |   | 150,000      |   | -                 |   | -          
|Gain on extinguishment of debt                                                          |   | (462,249)    |   | -                 |   | -          
|Provision for bad debt                                                                  |   | 160,000      |   | -                 |   | -          
|Beneficial conversion feature on convertible debenture                                  |   | 289,800      |   | -                 |   | -          
|Deferred income tax recovery                                                            |   | (14,000)     |   | (14,000)          |   | -          
|Minority interest                                                                       |   | (806,310)    |   | -                 |   | -          
|Changes in operating assets and liabilities:                                            |   |              |   |                   |   |            
|Accounts receivable                                                                     |   | (218,965)    |   | (1,812)           |   | (46,294)   
|Due from related party                                                                  |   | (35,098)     |   | (35,098)          |   | 17,500     
|Prepaid expenses and deposits                                                           |   | (260,444)    |   | (175,521)         |   | (71,327)   
|Inventory                                                                               |   | 23,079       |   | 23,079            |   | -          
|Accounts payable and other payables                                                     |   | 956,872      |   | 712,706           |   | (96,739)   
|Net cash used in operating activities                                                   |   | (19,940,831) |   | (4,333,018)       |   | (3,524,335)
|Cash flows from financing activities                                                    |   |              |   |                   |   |            
|Issuance of common stock, less share issuance costs                                     |   | 20,365,336   |   | 4,840,427         |   | 5,909,352  
|Due to related parties                                                                  |   | 850,000      |   | -                 |   | -          
|Proceeds from (repayments of) convertible debentures                                    |   | 755,000      |   | -                 |   | (50,000)   
|Cash acquired in reverse acquisition                                                    |   | 13,824       |   | -                 |   | -          
|Subscriptions received                                                                  |   | 1,407,310    |   | 50,000            |   | -          
|Common stock redemption                                                                 |   | (120,000)    |   | -                 |   | -          
|Loan payable                                                                            |   | 500,000      |   | -                 |   | -          
|Net cash provided by financing activities                                               |   | 23,771,470   |   | 4,890,427         |   | 5,859,352  
|Cash flows from investing activities                                                    |   |              |   |                   |   |            
|Cash acquired on acquisition of Biosync Scientific Pvt. Ltd.-net (Note 3)               |   | 17,557       |   | 17,557            |   | -          
|Acquisition of Biosync Scientific Pvt. Ltd.-net (Note 3)                                |   | (1,415,885)  |   | (1,415,885)       |   | -          
|Pre-acquisition advances to Biosync Scientific Pvt. Ltd. (Note 3)                       |   | (121,870)    |   | (121,870)         |   |            
|Acquisition of license                                                                  |   | (200,000)    |   | -                 |   | -          
|Purchase of property and equipment                                                      |   | (1,354,336)  |   | (93,912)          |   | (170,669)  
|Net cash used in investing activities                                                   |   | (3,074,534)  |   | (1,614,110)       |   | (170,669)  
|Foreign exchange effect on cash                                                         |   | (238,984)    |   | -                 |   | (6,984)    
|Net increase (decrease) in cash and cash equivalents                                    |   | 517,121      |   | (1,056,701)       |   | 2,157,364  
|Cash and cash equivalents,beginning                                                     |   | -            |   | 1,573,822         |   | 492,709    
|Cash and cash equivalents,ending                                                        | $ | 517,121      | $ | 517,121           | $ | 2,650,073  
|                                                                                        |   |              |   |                   |   |            
|The accompanying notes are an integral part of these consolidated financial statements. |   |             

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MIV THERAPEUTICS INC.



1.     Basis of Presentation

The accompanying unaudited interim consolidated balance sheets, statements of operations and comprehensive income (loss), stockholders



The unaudited interim consolidated financial statements include the Company



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

Since inception, the Company has suffered recurring losses, totaling $38,500,399 as of February 28, 2007.  To date, management has been able to finance the operations through the issuance of common stock, and through related party loans, in order to meet its strategic objectives.  Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.  Management expects to monitor and control the Company

8



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MIV THERAPEUTICS INC.

2.     Adoption of New Accounting Policies and New Accounting Pronouncements



(a)     Adoption of New Accounting Policies

(i)     Stock-based Compensation



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

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

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

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

9



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MIV THERAPEUTICS INC.

2.     Adoption of New Accounting Policies and New Accounting Pronouncements



(a)     Adoption of New Accounting Policies (continued)



(i)     Stock-based Compensation (continued)



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



|                                     |             | Nine MonthsEnded  | Three Months Ended
|------------------------------------ | ----------- | ----------------- | ------------------
|                                     |             | February 28, 2006
|                                     |             |                  
|                                     |             |                   |                   
|Net loss                             | As reported | $ (5,750,040)     | $ (1,806,555)     
|SFAS No. 123R compensation expense   | Pro-forma   | (291,936)         | (80,821)          
|                                     |             |                   |                   
|Net loss                             | Pro-forma   | $  (6,041,976)    | (1,887,376)       
|                                     |             |                   |                   
|Basic and diluted net loss per share | Pro-forma   | $   (0.10)        | $  (0.03)         



For the three and nine months ended February 28, 2007, $39,181 (2006 - $7,000) and $273,423 (2006 - $80,600) of stock-based compensation expenses were related to options granted to research and development personnel, respectively.

(ii)    Inventory

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



In November 2004, the FASB issued SFAS No. 151,

SFAS No. 151 was adopted by the Company beginning June 1, 2006. The adoption of SFAS No. 151 did not have an impact on the Company



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MIV THERAPEUTICS INC.

2.     Adoption of New Accounting Policies and New Accounting Pronouncements



(a)     Adoption of New Accounting Policies (continued)



(iii)   Revenue Recognition



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

(iv)    License



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

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



(b)     New Accounting Pronouncements



The FASB has issued the following pronouncements:

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,"Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,"Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.



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MIV THERAPEUTICS INC.

2.     Adoption of New Accounting Policies and New Accounting Pronouncements



(b)     New Accounting Pronouncements (continued)



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



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

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

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities"("SFAS 159"). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company currently is assessing the impact of SFAS 159 on its'consolidated financial position or results of operation.

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MIV THERAPEUTICS INC.

2.     Adoption of New Accounting Policies and New Accounting Pronouncements



(c)     Reclassifications



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



3.     Restatement

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

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

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



The Company originally recorded the acquisition of Biosync at a purchase price of $900,000 with $493,154 recorded as purchased research and development, which was subsequently expensed.  The Company adjusted the purchase price to $1,943,885 and recorded $1,421,283 of the acquisition price to Biosync's CE Mark license which allows Biosync to produce and sell stents in India. The CE Mark License was capitalized and is being amortized on a straight-line basis over 10 years.



In addition to the CE Mark, adjustments were made to Biosync's financial statements as of February 16, 2007 to conform to U.S. generally accepted accounting principles.







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MIV THERAPEUTICS INC.

3.     Restatement



|                                               |   | As previously reported |   | Adjustments |   | As restated
|---------------------------------------------- | - | ---------------------- | - | ----------- | - | -----------
|                                               |   |                        |   |             |   |            
|Cash and cash equivalents                      | $ | 21,848                 | $ | (4,291)     | $ | 17,557     
|Prepaid expenses and other current assets      |   | 223,690                |   | (148,950)   |   | 74,740     
|Inventory                                      |   | 665,524                |   | (420,722)   |   | 244,802    
|Property and equipment                         |   | 683,011                |   | 110,186     |   | 793,197    
|In-process research and development            |   | 493,154                |   | (493,154)   |   | -          
|CE Mark License                                |   | -                      |   | 1,421,283   |   | 1,421,283  
|                                               |   |                        |   |             |   |            
|                                               |   | 2,087,227              |   | 464,352     |   | 2,551,579  
|Accounts payable and other current liabilities |   | (155,332)              |   | (6,492)     |   | (161,824)  
|Advances from MIV Therapeutics Inc.            |   | (121,870)              |   | -           |   | (121,870)  
|Bank indebtedness                              |   | (910,025)              |   | 910,025     |   | -          
|Deferred income tax liability                  |   | -                      |   | (324,000)   |   | (324,000)  
|                                               |   |                        |   |             |   |            
|Fair value of net assets acquired              | $ | 900,000                | $ | 1,043,885   | $ | 1,943,885  
|                                               |   |                        |   |             |   |            
|Consideration paid:                            |   |                        |   |             |   |            
|Cash                                           | $ | 500,000                | $ | -           | $ | 500,000    
|800,000 shares of restricted common stock      |   | 400,000                |   | 128,000     |   | 528,000    
|Assumption of bank indebtedness                |   | -                      |   | 908,351     |   | 908,351    
|Acquisition costs                              |   | -                      |   | 7,534       |   | 7,534      
|                                               |   |                        |   |             |   |            
|                                               | $ | 900,000                | $ | 1,043,885   | $ | 1,943,885  
|                                               |   |                        |   |             |   |            



The excess of the purchase price paid over the fair value of the tangible net assets acquired of $1,421,283 represent the fair value of CE Mark License that allows Biosync to manufacture and sell the stents. The CE Mark is being amortized over a period of 10 years and amortization expense of $4,572 has been expensed during the three month period ended February 28, 2007. For accounting purposes, the 750,000 shares to be issued (see below) on the condition of receiving CE Mark License with an estimated fair value of $495,000, has been included as consideration for the acquisition.  The 750,000 shares are included in common stock issuable in the Statement of Shareholders



The share price used to determine the purchase price for accounting purposes was based on the average closing market prices of the Company







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MIV THERAPEUTICS INC.

3.     Restatement

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



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





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



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





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

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MIV THERAPEUTICS INC.

3.     Restatement



|                                             |   | As previously reported |   | Adjustments |   | As restated
|-------------------------------------------- | - | ---------------------- | - | ----------- | - | -----------
|                                             |   |                        |   |             |   |            
|As of February 28, 2007                      |   |                        |   |             |   |            
|Accounts receivable                          | $ | 55,101                 | $ | 3,613       | $ | 58,714     
|Prepaid expenses and deposits                |   | 370,143                |   | (35,517)    |   | 334,626    
|Inventories                                  |   | 639,706                |   | (417,983)   |   | 221,723    
|Accounts payable and other payables          |   | 1,057,162              |   | 9,052       |   | 1,066,214  
|Deferred income tax liability                |   | -                      |   | 310,000     |   | 310,000    
|                                             |   |                        |   |             |   |            
|For the nine months ended February 28, 2007  |   |                        |   |             |   |            
|Operating loss                               | $ | 6,773,825              | $ | (206,545)   | $ | 6,567,280  
|Other income (expense) - net                 |   | (17,164)               |   | 42,166      |   | 25,002     
|Loss before tax and minority interest        |   | 6,790,989              |   | (248,711)   |   | 6,542,278  
|Deferred income tax recovery                 |   | -                      |   | 14,000      |   | 14,000     
|Loss before minority interest                |   | 6,790,989              |   | (262,711)   |   | 6,528,278  
|Minority interest share of loss              |   | -                      |   | -           |   | -          
|Net loss                                     | $ | 6,790,989              | $ | (262,711)   | $ | 6,528,278  
|Loss per share - Basic and diluted           | $ | 0.09                   |   |             | $ | 0.09       
|                                             |   |                        |   |             |   |            
|For the three months ended February 28, 2007 |   |                        |   |             |   |            
|Operating loss                               | $ | 2,642,235              | $ | (206,544)   | $ | 2,435,691  
|Other income (expense) - net                 |   | (3,767)                |   | 42,167      |   | 38,400     
|Loss before tax and minority interest        |   | 2,646,002              |   | (248,711)   |   | 2,397,291  
|Deferred income tax recovery                 |   | -                      |   | -           |   | -          
|Loss before minority interest                |   | 2,646,002              |   | (248,711)   |   | 2,397,291  
|Minority interest share of loss              |   | -                      |   | -           |   | -          
|Net loss                                     | $ | 2,646,002              | $ | (248,711)   | $ | 2,397,291  
|Loss per share - Basic and diluted           | $ | 0.03                   |   |             | $ | 0.03       



4.

Prepaid expenses and deposits consisted of the following at;



|                       |   | Restated(Note 3)February 28,2007 |   | May 31,2006
|---------------------- | - | -------------------------------- | - | -----------
|                       |   |                                  |   |            
|Supplier prepayments   | $ | 282,952                          | $ | 31,608     
|Other deposits         |   | 34,556                           |   | 49,527     
|Other prepaid expenses |   | 17,118                           |   | 3,230      
|                       |   |                                  |   |            
|                       | $ | 334,626                          | $ | 84,365     

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MIV THERAPEUTICS INC.

5.     Inventories

Inventories consisted of the following at;



|                  |   | Restated(Note 3)February 28,2007 |   | May 31,2006
|----------------- | - | -------------------------------- | - | -----------
|                  |   |                                  |   |            
|Raw materials     | $ | 82,426                           | $ | -          
|Work-in-progress  |   | 70,003                           |   | -          
|Finished goods    |   | 62,865                           |   | -          
|Packing materials |   | 6,429                            |   |            
|                  |   |                                  |   |            
|                  | $ | 221,723                          | $ | -          

6.     Licenses

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

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

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

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

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







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MIV THERAPEUTICS INC.

6.     Licenses

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

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



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



In Amendment No. 2, the contract period, work plan and total costs of the existing collaborative agreement as amended by Amendment No. 1 were amended.  The contract period was extended from December 1, 2004 to November 30, 2006 and total costs to the Company were estimated at CDN$400,400 ($317,828), being payable over the term of the agreement at various stipulated intervals.  As of February 28, 2007, the Company had paid CDN$387,000 ($344,663) and accrued the final payment of CDN$13,400 ($11,897) for research and development costs in accordance with Amendment No. 2.

The Company obtained financial support of up to CDN$315,000 ($250,040) from the Industrial Research Assistance Program (

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

(d)     On December 1, 2006, the Company extended its collaborative research agreement with UBC to continue with exploratory research on coating technology for stents for a period from December 1, 2006 to November 30, 2007.  During the period of the agreement, four equal payments will be made to UBC for a total budget estimate of CDN$274,896 ($241,264).  As at February 28, 2007, the Company had paid CDN$68,724 ($60,316) and charged the costs to research and development.



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MIV THERAPEUTICS INC.

7.     Property and Equipment

Property and equipment consisted of the following at:



|                               |   | Restated(Note 3)February 28,2007 |   | May 31,2006
|------------------------------ | - | -------------------------------- | - | -----------
|                               |   |                                  |   |            
|Land                           | $ | 21,483                           | $ | -          
|Building                       |   | 12,450                           |   | -          
|Construction-in-progress       |   | 47,299                           |   | -          
|Laboratory equipment           |   | 1,836,762                        |   | 990,414    
|Computer equipment             |   | 188,769                          |   | 148,581    
|Furniture and fixtures         |   | 94,820                           |   | 62,077     
|Leasehold improvements         |   | 49,158                           |   | 49,158     
|                               |   | 2,250,741                        |   | 1,250,230  
|Less: accumulated depreciation |   | (1,110,840)                      |   | (911,444)  
|                               |   |                                  |   |            
|                               | $ | 1,139,901                        | $ | 338,786    



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





8.     Stockholders'Equity



(a)     Common Stock



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



(i)

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

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

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MIV THERAPEUTICS INC.

8.     Stockholders

(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 $502,830 (net of finder's fee of $56,250 and legal fee of $3,420).  Each unit is comprised of one common share and one non-transferable share purchase warrant.  Each warrant entitles the holder to purchase one additional common share at an exercise price of $0.75 per share for a period of up to two years from registration of the underlying warrant shares.

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

(iii)

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

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

(iv)

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

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

(v)

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

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



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MIV THERAPEUTICS INC.

8.     Stockholders

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

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

(vii)

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

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

(viii)

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

(ix)

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

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

(x)

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



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MIV THERAPEUTICS INC.

8.     Stockholders

(a)     Common Stock (continued)

(xi)

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

(xii)

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



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





















22



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MIV THERAPEUTICS INC.

8.     Stockholders

(b)     Warrants

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





|                                      | Number of Shares | Weighted AverageExercise price
|------------------------------------- | ---------------- | ------------------------------
|Balance, May 31, 2006  - Regular      | 10,689,491       | $0.46                         
|Balance, May 31, 2006-Series"A"       | 5,358,220        | 0.65                          
|Balance, May 31, 2006-Series"B"       | 3,904,998        | 0.70                          
|Balance, May 31, 2006-Series"C"       | 229,305          | 0.66                          
|                                      |                  |                               
|Balance, May 31, 2006                 | 20,182,014       | 0.55                          
|                                      |                  |                               
|Regular:                              |                  |                               
|Issued-private placement              | 10,310,000       | 0.75                          
|Issued-finder's fee                   | 150,000          | 0.75                          
|Issued-services                       | 100,000          | 0.60                          
|Exercised                             | (1,191,500)      | 0.11                          
|Expired                               | (441,800)        | 0.71                          
|Series"A":                            |                  |                               
|Expired                               | (3,904,998)      | 0.65                          
|Exercised                             | (361,111)        | 0.66                          
|Series"C":                            |                  |                               
|Exercised                             | (110,000)        | 0.66                          
|                                      |                  |                               
|Balance, February 28, 2007  - Regular | 19,616,191       | 0.63                          
|Balance, February 28, 2007-Series"A"  | 1,092,111        | 0.66                          
|Balance, February 28, 2007-Series"B"  | 3,904,998        | 0.70                          
|Balance, February 28, 2007-Series"C"  | 119,305          | 0.66                          
|                                      |                  |                               
|Balance, February 28, 2007            | 24,732,605       | $0.64                         



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





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



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



23



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MIV THERAPEUTICS INC.

8.     Stockholders



(c)     Stock Options

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

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

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



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





|                                               | Nine months ended
|---------------------------------------------- | -----------------
|                                               | February         
|                                               | 2007             
|Expected volatility                            | 132.16%          
|Risk-free interest rate                        | 5.01%            
|Expected life (years)                          | 5.0              
|Dividend yield                                 | Nil              
|Weighted average fair value of options granted | $0.58            



The expected volatility is based on the Company



Compensation cost related to the stock options granted to employees during the nine and three months ended February 28, 2007 was charged to operations at the awards













24



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MIV THERAPEUTICS INC.

8.     Stockholders



(c)     Stock Options (continued)



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





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



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



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



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





|                                                        | Weighted AverageExercisePrice | Weighted AverageFairValue
|------------------------------------------------------- | ----------------------------- | -------------------------
|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 AverageExercisePrice | Weighted AverageFairValue
|------------------------------------------------------- | ----------------------------- | -------------------------
|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                   









25



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MIV THERAPEUTICS INC.

8.      Stockholders



(c)      Stock Options (continued)



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



|                                      | Shares     | Weighted AverageExercise Price
|------------------------------------- | ---------- | ------------------------------
|Options outstanding, May 31, 2006     | 16,385,000 | $    0.46                     
|Options granted                       | 570,000    | 0.66                          
|Options exercised                     | (285,000)  | 0.19                          
|Options expired                       | (325,000)  | 0.57                          
|Options outstanding,February 28, 2007 | 16,345,000 | $    0.46                     



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





|Options Outstanding    |                              | Options Exercisable                         
|---------------------- | ---------------------------- | --------------------------------------------
|Range ofExercisePrices | Number of OptionsOutstanding | WeightedAverageRemainingContractualLife (yr)
|$0.17                  | 700,000                      | 1.65                                        
|$0.20                  | 1,315,000                    | 2.96                                        
|$0.21                  | 500,000                      | 1.15                                        
|$0.30                  | 1,995,000                    | 2.52                                        
|$0.40                  | 3,875,000                    | 4.19                                        
|$0.50                  | 350,000                      | 1.13                                        
|$0.55                  | 750,000                      | 1.12                                        
|$0.56                  | 50,000                       | 4.59                                        
|$0.60                  | 5,600,000                    | 5.94                                        
|$0.64                  | 50,000                       | 4.42                                        
|$0.67                  | 400,000                      | 4.29                                        
|$0.75                  | 200,000                      | 4.15                                        
|$0.80                  | 160,000                      | 3.76                                        
|$0.85                  | 150,000                      | 3.97                                        
|$1.00                  | 200,000                      | 0.22                                        
|$1.10                  | 50,000                       | 3.73                                        
|$0.17 - $1.10          | 16,345,000                   | 4.02                                        



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

26



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MIV THERAPEUTICS INC.

8.     Stockholders



(c)     Stock Options (continued)



The aggregate intrinsic value of the Company's stock options is calculated as the difference between the exercise price of the options and the quoted price of the common shares that were in-the-money. The aggregate intrinsic value of the Company's stock options exercised under the Plan was $135,200 and $133,050 for the nine month period ended February, 2007 and 2006, respectively, determined at the date of option exercise.



As at February 28, 2007, there was approximately $84,238 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of 21 months. The estimated fair value of stock options vested during the nine months ended February 28, 2007 and 2006 was $1,267,945 and $554,080, respectively.

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

9.     Related Party Transactions

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

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

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

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

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

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

27



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MIV THERAPEUTICS INC.

9.     Related Party Transactions

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



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



(iii)   The Company entered into an Executive Employment Agreement with Mr. Patrick McGowan dated January 1, 2005.  Pursuant to the Agreement, the Company will employ Mr. McGowan in an executive capacity, commenced on January 1, 2005 and will continue until May 1, 2007.  Mr. McGowan



(iv)    The Company entered into a 36 month Consulting Services Agreement with Dr. Dov Shimon dated May 1, 2005 and expiring on May 1, 2008.  Pursuant to the Agreement, Dr. Shimon will work as Chief Medical Officer to the Company.  Dr. Shimon is also President of Sagax, a subsidiary of the Company.   Dr. Shimon





28



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MIV THERAPEUTICS INC.

10.    Commitments and Contingencies

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



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



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

(b)     On March 14, 2005, the Company acquired 100% of SagaX, Inc. (

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

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

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

The Company attended a court hearing in chambers during April 2003 on a summary trial application by the Plaintiff for an order for a declaration of specific performance that the Plaintiff was entitled to an exchange of 3,192,399 common shares of the predecessor company, M-I Vascular Innovations, Inc. (

29



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MIV THERAPEUTICS INC.

10.    Commitments and Contingencies

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

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

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

No gain or loss provisions have been provided as of February 28, 2007 as the outcome of this legal proceeding is uncertain at this time.



11.    General and Administrative Expenses



General and administrative expenses consisted of the following:



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







30



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MIV THERAPEUTICS INC.

11.    General and Administrative Expenses



General and administrative expenses included the following amortized deferred compensation:



|                                                                    |   | Nine Months Ended |   | Three Months Ended
|------------------------------------------------------------------- | - | ----------------- | - | ------------------
|                                                                    |   | February 28,      |   | February 28,      
|                                                                    |   | 2007              |   | 2006              
|                                                                    |   |                   |   |                   
|Amortized deferred 
   compensation in:                             |   |                   |   |                   
|-  Public relations, financing    
       and corporate development | $ | 124,151           | $ | 1,109,679         
|-  Consulting                                                       |   | 51,974            |   | 176,529           
|                                                                    |   |                   |   |                   
|                                                                    | $ | 176,125           | $ | 1,286,208         



12.    Supplemental Cash Flow Information









|                                                                          |   |                                                                       |   | Restated                      |   |          
|------------------------------------------------------------------------- | - | --------------------------------------------------------------------- | - | ----------------------------- | - | ---------
|                                                                          |   | RestatedPeriod from inception (January 20, 1999) to February 28, 2007 |   | Nine months endedFebruary 28,
|2007                                                                      |   | 2006                                                                 
|Supplemental cash flow information:                                       |   |                                                                       |   |                              
|Cash paid for interest                                                    | $ | 44,922                                                                | $ | 11,041                        | $ | -        
|Cash paid for income taxes                                                | $ | -                                                                     | $ | -                             | $ | -        
|Supplemental non-cash investingand financing activities:                  |   |                                                                       |   |                              
|Debt settlement with shares                                               | $ | 621,375                                                               | $ | -                             | $ | -        
|Gain on extinguishment of debt                                            | $ | 462,249                                                               | $ | -                             | $ | -        
|Conversion of convertible debenturesand accrued interest to common shares | $ | 740,810                                                               | $ | -                             | $ | 740,810  
|Shares issued for services                                                | $ | 4,069,712                                                             | $ | 711,815                       | $ | 623,417  
|Warrants issued for services                                              | $ | 3,706,553                                                             | $ | 16,062                        | $ | 1,264,518











31



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MIV THERAPEUTICS INC.

13.    Proposed Acquisition of Vascore Medical (Suzhou) Co., Ltd.

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

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

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

14.    Segmented Information

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



The following is a summary of the Company's geographical information for the nine months ended February 28, 2007, 2006 and 2005 and as of February 28, 2007, 2006 and 2005.





|                                    |   | Canada    |   | India     |   | Israel  |   | Total    
|----------------------------------- | - | --------- | - | --------- | - | ------- | - | ---------
|2007                                |   |           |   |           |   |         |   |          
|Net revenue                         | $ | -         | $ | 1,461     | $ | -       | $ | 1,461    
|Gross profit                        |   | -         |   | 815       |   | -       |   | 815      
|Depreciation and amortization       |   | 72,486    |   | 9,308     |   | 8,772   |   | 90,566   
|Net loss                            |   | 5,738,464 |   | 87,089    |   | 702,725 |   | 6,528,278
|                                    |   |           |   |           |   |         |   |          
|As at February 28, 2007             |   |           |   |           |   |         |   |          
|Total assets                        |   | 820,726   |   | 2,631,066 |   | 272,102 |   | 3,723,894
|Additions to property and equipment |   | 120,479   |   | 1,758     |   | 27,654  |   | 149,891  
|License                             |   | -         |   | 1,416,711 |   | -       |   | 1,416,711

32



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MIV THERAPEUTICS INC.

14.    Segmented Information





|                                    |   |           |   |   |   |         |   |          
|----------------------------------- | - | --------- | - | - | - | ------- | - | ---------
|2006                                |   |           |   |   |   |         |   |          
|Net revenue                         | $ | -         | $ | - | $ | -       | $ | -        
|Gross profit                        |   | -         |   | - |   | -       |   | -        
|Depreciation and amortization       |   | 114,323   |   | - |   | 4,562   |   | 118,885  
|Net loss                            |   | 5,418,506 |   | - |   | 331,534 |   | 5,750,040
|                                    |   |           |   |   |   |         |   |          
|As at February 28, 2006             |   |           |   |   |   |         |   |          
|Total assets                        |   | 2,862,613 |   | - |   | 254,435 |   | 3,117,048
|Additions to property and equipment |   | 148,600   |   | - |   | 22,069  |   | 170,669  
|License                             |   | -         |   | - |   | -       |   | -        





33



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ITEM 6.  EXHIBITS



|Exhibits |                                                            
|-------- | -----------------------------------------------------------
|31.1     | Certification of the CEO under the Sarbanes-Oxley Act      
|31.2     | Certification of the CFO under the Sarbanes-Oxley Act      
|32       | Certification of the CEO & CFO under the Sarbanes-Oxley Act









34



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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this amendment no. 1 to report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized.





|Date:  October 22, 2007 | MIV THERAPEUTICS, INC.
(Registrant)/s/ Alan LindsayAlan LindsayChief Executive Officer
(Principal Executive Officer)
|----------------------- | --------------------------------------------------------------------------------------------------------------------
|Date:  October 22, 2007 | /s/ Patrick McGowanPatrick McGowan
Chief Financial Officer
(Principal Financial Officer)                            



35