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

                                   Amendment #1
                                   FORM 10-QSB
(Mark One)

[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                For the quarterly period ended: February 28, 2005

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

                        Commission file number: 000-32249

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING 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 issuer's classes of common
equity, as of the last practicable date:

Common Stock, $0.001 par value                             50,763,136
          (Class)                              (Outstanding as of April 4, 2005)

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


<PAGE>

                             MIV THERAPEUTICS, INC.
                                   FORM 10-QSB
                                      INDEX


                                                                            Page
                                                                            ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Consolidated Balance Sheets..................................................F-1

Consolidated Statements of Stockholders' Equity..............................F-2

Consolidated Statement of Operations.........................................F-3

Consolidated Statement of Cash Flows.........................................F-4

Notes to Consolidated Financial Information..................................F-5

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

Item 3   Controls and Procedures..............................................14

Part II  OTHER INFORMATION

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

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

Item 3   Defaults Upon Senior Securities......................................15

Item 4   Submission of Matters to a Vote of Security Holders..................15

Item 5   Other Information....................................................15

Item 6   Exhibits and Reports on Form 8-K.....................................16

Signatures....................................................................16


                                       2

<PAGE>

                    MIV THERAPEUTICS INC.
                    (A development stage company)

                    Consolidated Financial Statements

                    February 28, 2005

                    (Unaudited - Prepared by Management)




                    INDEX
                    -----

                    Consolidated Balance Sheets

                    Consolidated Statements of Stockholders' Equity

                    Consolidated Statements of Operations

                    Consolidated Statements of Cash Flows

                    Notes to Consolidated Financial Statements


<PAGE>

<TABLE>
MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                            February 28                 May 31
                                                                                                   2005                   2004
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                   <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                            $             18      $       2,034,530
  Other receivable                                                                               11,091                 13,336
  Due from related party                                                                         19,186                     --
  Prepaid expenses and deposits                                                                 161,374                254,659
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                            191,669              2,302,525

INVESTMENT ADVANCES (Note 3)                                                                    273,400                     --

PROPERTY AND EQUIPMENT, net (Note 4)                                                            253,741                177,549
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                           $        718,810      $       2,480,074
===============================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES
  Accounts payable                                                                     $        365,110      $         170,871
  Due to related parties (Note 6)                                                                    --                 13,585
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                       365,110                184,456
- -----------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

COMMON STOCK (Note 5)
  Authorized:
         80,000,000 common shares with a par value of $0.001
         20,000,000 preferred shares with a par value of $0.001
  Issued and outstanding:
         44,654,232 common shares at February 28, 2005 and
         40,092,993 common shares at May 31, 2004                                                44,654                 40,093

ADDITIONAL PAID-IN CAPITAL                                                                   16,215,367             15,040,147

WARRANTS                                                                                      3,786,033              2,992,095

DEFERRED COMPENSATION                                                                          (580,994)              (190,375)

COMMON SHARES ISSUABLE                                                                           20,000                     --

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                            (18,963,656)           (15,424,227)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                                  (167,704)              (162,115)
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                                      353,700              2,295,618
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $        718,810      $       2,480,074
===============================================================================================================================

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

                                                              F-1
</TABLE>

<PAGE>

<TABLE>
MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Stockholders' Equity
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Accumulated
                                                                                              Other        Deficit
                                                                                              Compre-    Accumulated       Total
                         Common Stock     Additional                  Deferred     Common     hensive       During         Stock-
                    --------------------    Paid-in                    Compen-     Stock      Income     Development      holders'
                      Shares     Amount     Capital       Warrants     sation     Issuable    (Loss)        Stage          Equity
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>         <C>      <C>            <C>           <C>         <C>        <C>         <C>            <C>
BALANCE,
  May 31, 2003      24,577,047  $24,577  $  9,403,308   $ 2,093,760   $ (48,649)  $ 31,244   $ (51,749)  $(11,952,336)  $  (499,845)
Issuance of
  common stock:
- - for private
    placements and
    subscriptions    9,423,079    9,423     1,531,890     2,026,549          --    (31,244)         --             --     3,536,618
- - for services     2,394,456    2,395     1,145,731            --    (525,750)        --          --             --       622,376
- - for settlement
    of debt            100,000      100        11,900            --          --         --          --             --        12,000
- - in exchange of
    MI shares        1,398,411    1,398       502,030            --          --         --          --             --       503,428
- - for warrants
    exercised        2,100,000    2,100       960,637      (551,737)         --         --          --             --       411,000
- - for options
    exercised          100,000      100        33,400            --          --         --          --             --        33,500
Stock option
  granted to
  consultants               --       --        59,976            --          --         --          --             --        59,976
Issued warrants
  for services              --       --            --       814,798    (505,938)        --          --             --       308,860
Warrants expired            --       --     1,391,275    (1,391,275)         --         --          --             --            --
Amortization of
  deferred
  compensation              --       --            --            --     889,962         --          --             --       889,962
Foreign currency
  translation
  adjustment                --       --            --            --          --         --    (110,366)            --      (110,366)
Loss for the year           --       --            --            --          --         --          --     (3,471,891)   (3,471,891)
- ----------------------------------------------------------------------------------------------------------------------------------

BALANCE,
  May 31, 2004      40,092,993   40,093    15,040,147     2,992,095    (190,375)        --    (162,115)   (15,424,227)    2,295,618
Issuance of common
  stock:
- - for cash           240,043      240        66,776            --          --         --          --             --        67,016
- - for services     1,118,797    1,119       222,140            --     (70,000)    20,000          --             --       173,259
- - for finder's fee
    on private
    placements
    completed in
    prior period        10,000       10           (10)           --          --         --          --             --            --
- - in exchange of MI
    shares           3,192,399    3,192       603,363            --          --         --          --             --       606,555
Issued warrants for
  services                  --       --            --       793,938    (793,938)        --          --             --            --
Stock options
  granted for the
  period                    --       --       282,951            --          --         --          --             --       282,951
Amortization of
  deferred
  compensation              --       --            --            --     473,319         --          --             --       473,319
Foreign currency
  translation
  adjustment                --       --            --            --          --         --      (5,589)            --        (5,589)
Loss for the period         --       --            --            --          --         --          --     (3,539,429)   (3,539,429)
- ----------------------------------------------------------------------------------------------------------------------------------

BALANCE,
  February 28, 2005  44,654,232  $44,654  $ 16,215,367   $ 3,786,033   $(580,994)  $ 20,000   $(167,704)  $(18,963,656)  $   353,700
====================================================================================================================================

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

                                                                F-2
</TABLE>

<PAGE>

<TABLE>
MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Operations
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                Cumulated
                                                  from
                                                inception
                                               (January 20
                                                  1999) to               NINE MONTHS ENDED                 THREE MONTHS ENDED
                                                February 28                 FEBRUARY 28                        FEBRUARY 28
                                                   2005               2005              2004              2005              2004
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>               <C>               <C>               <C>
EXPENSES
  General and administrative (Note 7)          $  9,823,791      $  1,739,836      $  1,470,936      $    499,582      $    487,799
  Stock-based compensation                        3,769,592           282,951            59,976           282,951            59,976
  Research and development                        4,154,129           755,590           401,514           351,842           160,301
  Depreciation                                      715,010           136,721           109,877            51,574            37,184
  Interest expense                                  879,683                --            12,249                --             1,015
  Licenses acquired charged to operations           479,780                --                --                --                --
- ----------------------------------------------------------------------------------------------------------------------------------

                                                 19,821,985         2,915,098         2,054,552         1,185,949           746,275
- ----------------------------------------------------------------------------------------------------------------------------------

LOSS FROM OPERATIONS                            (19,821,985)       (2,915,098)       (2,054,552)       (1,185,949)         (746,275)

IMPAIRMENT OF INTANGIBLE ASSET                   (1,109,983)         (606,555)               --          (606,555)               --

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

INTEREST INCOME                                      54,929             5,161                89               136                89

GAIN (LOSS) ON FOREIGN EXCHANGE                      45,648           (22,937)          (13,928)          (14,319)            2,379
- ----------------------------------------------------------------------------------------------------------------------------------

LOSS FOR THE YEAR BEFORE MINORITY INTEREST      (20,369,143)       (3,539,429)       (1,606,142)       (1,806,687)         (281.558)

MINORITY INTEREST SHARE OF LOSS                   1,663,794                --                --                --                --
- ----------------------------------------------------------------------------------------------------------------------------------

NET LOSS FOR THE PERIOD                        $(18,705,349)     $ (3,539,429)     $ (1,606,142)     $ (1,806,687)     $   (281,558)
====================================================================================================================================

LOSS PER COMMON SHARE
  - basic and diluted                                            $      (0.09)     $      (0.06)     $      (0.04)     $      (0.01)
====================================================================================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
  - basic and diluted                                              41,220,148        29,019,817        41,532,175        30,797,279
====================================================================================================================================

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

                                                                F-3
</TABLE>

<PAGE>

<TABLE>
MIV THERAPEUTICS INC.
(A development stage company)

Consolidated Statements of Cash Flows
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
- -------------------------------------------------------------------------------------------------------
                                                         Cumulated
                                                           from
                                                         inception
                                                        (January 20
                                                           1999) to               NINE MONTHS ENDED
                                                         February 28                 FEBRUARY 28
                                                            2005               2005              2004
- -------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
  Net loss for the period                               $(18,705,349)     $ (3,539,429)     $ (1,606,142)
  Adjustments to reconcile loss to
    net cash used in operating activities:
    - stock-based compensation                             5,409,857           756,270            59,976
    - stock issued for other than cash                     2,862,902           173,259         1,055,069
    - interest expense on related party loan                 850,000                --                --
    - depreciation                                           715,010           136,721           109,877
    - leasehold improvements written down                     13,300                --                --
    - intangible assets impairment                         1,259,983           606,555                --
    - gain on extinguishment of debt                        (462,249)               --          (450,000)
    - provision for bad debt                                 160,000                --                --
    - minority interest                                   (1,663,794)               --                --
  Changes in non-cash working capital items:
    - other receivable                                      (171,342)            2,245              (788)
    - due from related party                                 (19,187)          (19,187)
    - prepaid expenses and deposits                         (435,332)         (180,115)         (219,856)
    - accounts payable                                       387,964           194,239          (152,443)
- -------------------------------------------------------------------------------------------------------
Net cash used in operating activities                     (9,798,237)       (1,869,442)       (1,204,307)
- -------------------------------------------------------------------------------------------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
  Issuance of common stock and warrants for
    cash, less share issuance costs                        8,599,034            67,016         1,242,692
  Due to related parties                                     850,000           (13,585)           11,178
  Cash acquired in reverse acquisition                        13,824                --                --
  Subscriptions received                                   1,357,310                --                --
  Common stock redemption                                   (120,000)               --                --
  Loan payable                                               500,000                --                --
- -------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities       11,200,168            53,431         1,253,870
- -------------------------------------------------------------------------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Acquisition of license                                    (200,000)               --                --
  Purchase of plant and equipment                           (991,893)         (212,912)           (5,879)
- -------------------------------------------------------------------------------------------------------
Net cash used in investing activities                     (1,191,893)         (212,912)           (5,879)
- -------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE EFFECT ON CASH                             (210,020)           (5,589)           (6,921)
- -------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  18        (2,034,512)           36,763)
CASH AND CASH EQUIVALENTS, beginning of period                    --         2,034,530            11,614
- -------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                $         18      $         18      $     48,377
=========================================================================================================

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

                                                   F-4
</TABLE>

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
         prepared by the Company pursuant to the rules and regulations of the
         Securities and Exchange Commission ("SEC") and, in the opinion of
         management, include all adjustments (consisting of normal recurring
         accruals) necessary for fair presentation of financial position,
         results of operations and cash flows for the interim periods. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to the rules and
         regulations of the SEC. The Company believes that the disclosures
         contained herein are adequate to make the information presented not
         misleading. The statements of operations for the nine months ended
         February 28, 2005 are not necessarily indicative of the results to be
         expected for the full year. These unaudited condensed consolidated
         financial statements should be read in conjunction with the audited
         financial statements and accompanying notes included in the Company's
         2004 Annual Report on Form 10-K for the year ended May 31, 2004.

2.       GOING CONCERN

         Since inception, the Company has suffered recurring losses, totalling
         $18,705,349 as of February 28, 2005. The Company has funded its
         operations through the issuance of common stock, and through related
         party loans, in order to meet its strategic objectives. The Company
         anticipates that losses will continue until such time, if ever, as the
         Company is able to generate sufficient revenues to support its
         operations. The Company's ability to generate revenue primarily depends
         on its success in completing development and obtaining regulatory
         approvals for the commercialization of its stent technology. The
         Company's ability to obtain sufficient financing to continue the
         development of, and if successful, to commence the manufacture and sale
         of its products under development, if and when approved by the
         applicable regulatory agencies is uncertain. As a result of the
         foregoing, there exists substantial doubt about the Company's ability
         to continue as a going concern. These condensed consolidated financials
         statements do not include any adjustments relating to the
         recoverability of the carrying amounts of the recorded assets or the
         amount of liabilities that might result from the outcome of this
         uncertainty.


                                      F-5

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


3.       INVESTMENT ADVANCES

         As of February 28, 2005, investment advances of $273,400 were made to a
         foreign research and development company. Of this amount, $198,400 was
         used for working capital purposes and the balance of $75,000 will be
         applied to the acquisition of the company upon completion. These
         advances are guaranteed by promissory notes payable upon demand without
         interest.

         The Company completed the acquisition on March 14, 2005 (see note 11).

4.       PROPERTY AND EQUIPMENT

<TABLE>
                                                                  February 28, 2005
                                                  ------------------------------------------------
                                                                   Accumulated         Net book
                                                        Cost       Amortization         value
         -----------------------------------------------------------------------------------------
<S>                                               <C>              <C>               <C>
         Furniture and fixtures                   $     39,405     $     37,560      $      1,845
         Computer equipment                            105,607          100,349             5,258
         Laboratory equipment                          785,409          538,771           246,638
         Leasehold improvements                         49,158           49,158                --
         -----------------------------------------------------------------------------------------
                                                  $    979,579     $    725,838      $    253,741
         =========================================================================================


                                                                   May 31, 2005
                                                  ------------------------------------------------
                                                                   Accumulated         Net book
                                                        Cost       Amortization         value
         -----------------------------------------------------------------------------------------

         Furniture and fixtures                   $     39,405     $     30,654      $      8,751
         Computer equipment                            101,858           98,881             2,977
         Laboratory equipment                          573,378          409,456           163,922
         Leasehold improvements                         49,158           47,259             1,899
         -----------------------------------------------------------------------------------------
                                                  $    763,799     $    586,250      $    177,549
         =========================================================================================
</TABLE>

                                                F-6

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY

         (a)      Common Stock

                  (i)      During the nine month period ended February 28, 2005,
                           a total of 240,043 Regulation S stocks have been
                           issued for a total net value of $67,016. 30,000
                           shares are issued as commission.

                  (ii)     During the nine month period ended February 28, 2005,
                           the Company issued an aggregate of 540,797 common
                           shares for consulting, research and development, and
                           employee services for a total value of $93,215.

                  (iii)    On December 29, 2004, the Company issued 3,192,399
                           common shares to exchange for 3,192,399 common shares
                           of M-I Vascular Innovations, Inc. 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. The exchange was accounted for using
                           the step purchase method and accordingly the purchase
                           price of $606,555, being the fair market value of the
                           Company's shares at the time of exchange, was
                           allocated to intangible assets - undergo research and
                           development as the fair value of net assets acquired
                           in the above noted share exchange was nil.

                           In accordance with SFAS No. 142, the research and
                           development arising from the share for share exchange
                           has been written down to nil at period end as the
                           future benefit of the research and development can
                           not be determined at its current stage.

                  (iv)     During the 3-month period, the Company issued 300,000
                           common shares for legal services for a total value of
                           $69,000.

                  (v)      On December 8, 2004, the Company issued a total of
                           48,000 shares as stock bonuses to employees for a
                           total value of $11,040.

                  (vi)     On February 15, 2005, the Company entered into a
                           Consulting Agreement whereby the Company will issue
                           100,000 common shares for compensation for services
                           over a 12-month period. These shares were issued on
                           March 14, 2005.


                                      F-7

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY  (continued)

         (b)      Warrants

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

<TABLE>
                                                                                                      Weighted
                                                                                     Number of        Average
                                                                                      Shares       Exercise price
                                                                                ----------------------------------
<S>                                                                                  <C>                   <C>
                   Balance, May 31, 2003                                             10,717,821             0.62

                   Issued - private placement                                         2,181,164             0.75
                   Issued - finders' fees                                                55,714             0.60
                   Issued - services rendered                                         3,375,000             0.40
                   Extended                                                             381,800             0.75
                   Exercised                                                         (2,100,000)           (0.20)
                   Expired                                                           (5,225,050)           (0.75)
                                                                                ----------------------------------

                   Balance, May 31, 2004                                              9,386,449             0.60
                                                                                ==================================

                   Issued - finders' fees                                                10,000             0.60
                   Issued - services rendered                                         4,570,000             0.34
                   Expired                                                           (6,037,506)           (0.75)
                                                                                ----------------------------------

                   Balance, February 28, 2005                                         7,928,943             0.60
                                                                                ==================================

                  The Company also has the following Series' warrants outstanding:

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

                   Series "A"                                                         3,374,999             0.66
                   Series "B"                                                         5,062,496             0.69
                   Series "C"                                                           674,997             0.66
                                                                                ----------------------------------

                   Balance, May 31, 2004 and February 28, 2005                        9,112,492             0.68
                                                                                ==================================
</TABLE>

                  On January 12, 2005, the Board of Directors approved the
                  extension of the expiry date of 5,062,496 warrants outstanding
                  from January 13, 2005 to April 13, 2005.


                                      F-8

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY  (continued)

         (c)      Stock Options

                  The Company's 2001 Incentive Stock Options Plan provides for
                  the grant of incentive stock options for up to 5,000,000
                  common shares to employees, consultants, officers and
                  directors of the Company. In addition to the existing stock
                  option plan, on September 13, 2004, the Company approved its
                  2004 Incentive Stock Option Plan to issue up to 5,000,000
                  shares of the Company's shares to employees, officers,
                  directors and consultants. Incentive benefits granted under
                  both plans 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
                  five years from the date of grant.

                  In the period ended February 28, 2005, the Company granted a
                  total of 2,900,000 stock options to employee, directors,
                  officers and consultants under the 2001 and 2004 Incentive
                  Stock Option Plans. 1,450,000 options granted to employees,
                  directors and officers have an exercise price of $0.20 per
                  share, being vested immediately and expire five years from the
                  date of grant. 1,450,000 options granted to consultants have
                  exercise prices ranging from $0.20 to $0.30 per share, vest
                  over a period as stated in the agreement or in the Plan under
                  which they were granted. These options expire four to five
                  years from date of grant.

                  Summary of employee stock options information for the period
                  ended February 28, 2005 is as follows:

<TABLE>
                                                                                                       Weighted
                                                                                                       Average
                                                                                     Shares         Exercise price
                  -------------------------------------------------------------------------------------------------
<S>                                                                                <C>                     <C>
                  Options outstanding, May 31, 2003                                4,175,000                  0.53

                  Options granted                                                    995,000                  0.35
                  Options exercised                                                 (100,000)              (0.335)
                  Options cancelled                                                 (565,000)              (0.742)
                  Options expired                                                   (250,000)              (0.668)
                  -------------------------------------------------------------------------------------------------

                  Options outstanding, May 31, 2004                                4,255,000                  0.47

                  Options granted                                                  2,900,000                  0.26
                  Options expired                                                   (300,000)                (1.00)
                  -------------------------------------------------------------------------------------------------

                  Options outstanding, February 28, 2005                           6,855,000                  0.35
                  =================================================================================================
</TABLE>

                                                        F-9

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY (continued)

                  The Company accounts for its stock-based compensation plan in
                  accordance with APB Opinion No. 25, under which no
                  compensation is recognized in connection with options granted
                  to employees and directors except if options are granted with
                  a strike price below fair value of the underlying stock. The
                  Company adopted the disclosure requirements SFAS No. 123,
                  Accounting for Stock-Based Compensation. Accordingly, the
                  Company is required to calculate and present the pro forma
                  effect of all awards granted.

                  For disclosure purposes, the fair value of each option granted
                  to employees and directors have been estimated as of the date
                  of grant using the Black-Scholes option pricing model with the
                  following weighted average assumptions: risk-free interest
                  rate of 3.5%, dividend yield 0%, volatility of 83%, and
                  expected lives of 5 years.

                  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 do not necessarily
                  provide reliable measure of the fair value of the Company's
                  stock options.

                  Compensation cost related to the stock options granted to
                  consultants during the period ended February 28, 2005 was
                  charged to operations at their fair value of $282,951.

                  Had compensation expense for the Company's stock-based
                  compensation plans been determined under SFAS No. 123, based
                  on the fair market value at the grant dates, the Company's
                  pro-forma net loss and pro-forma net loss per share would have
                  been reflected as follows:

<TABLE>
                  -------------------------------------------------------------------------------------------------
                                                                                   Nine Months          Nine Months
                                                                              February 28 2005     February 28 2004
                  -------------------------------------------------------------------------------------------------
<S>                                                                            <C>                   <C>
                  Net loss, as reported                                        $   (3,539,429)       $  (1,606,142)
                    Add: Stock-based employee compensation expense
                      included in reported net income, net of related
                      tax effects                                                     191,716               59,976
                    Deduct: Total stock-based employee compensation
                      expense determined under fair value based method
                      for tax all awards, net of related tax effects                 (282,951)            (262,429)
                  -------------------------------------------------------------------------------------------------

                  Pro-forma loss for the period                                $   (3,649,664)       $  (1,808,595)
                  =================================================================================================

                  Pro-forma basic and diluted loss per share                            (0.09)               (0.06)
                  =================================================================================================
</TABLE>

                                      F-10

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


5.       STOCKHOLDERS' EQUITY  (continued)

                  The following summarizes information about the stock options
                  outstanding and exercisable at February 28, 2005:

<TABLE>
                                         Options Outstanding                                Options Exercisable
                                                            Weighted
                                                             Average          Weighted                       Weighted
                       Range of                             Remaining          Average                       Average
                       Exercise               Number        Contractual        Exercise        Number        Exercise
                        Prices             Outstanding       Life (yr)          Price       Exercisable       Price
                  -----------------------------------------------------------------------------------------------------
<S>                 <C>                        <C>               <C>            <C>            <C>              <C>
                           $ 0.17                950,000         2.20           $ 0.17           950,000        $ 0.17
                           $ 0.20              1,400,000         4.96           $ 0.20         1,400,000        $ 0.20
                           $ 0.21                500,000         3.15           $ 0.21           500,000        $ 0.21
                           $ 0.30              2,170,000         4.21           $ 0.30         1,330,000        $ 0.30
                           $ 0.40                125,000         4.20           $ 0.40           125,000        $ 0.40
                           $ 0.50                550,000         2.54           $ 0.50           550,000        $ 0.50
                           $ 0.55                650,000         2.75           $ 0.55           650,000        $ 0.55
                           $ 1.00                510,000         1.80           $ 1.00           510,000        $ 1.00
                  -----------------------------------------------------------------------------------------------------

                   $0.17 - $1.00               6,855,000         3.55           $ 0.35         6,015,000        $ 0.35
                  =====================================================================================================
</TABLE>

7.       RELATED PARTY TRANSACTIONS

         The following services were provided by related parties. These
         transactions, recorded at fair market values were as follows:

         (a)      During the nine month period ended February 28, 2005, the
                  Company paid or accrued $204,598 of management and consulting
                  fees to two directors and officers of the Company.

         (b)      As at February 28, 2005, an amount of $23,777 (2004 - $13,585)
                  was due to the Chief Executive Officer of the Company.

         (c)      As at February 28, 2005, an amount of $19,187 (2004 - $nil)
                  was due from the Chief Financial Officer of the Company.


                                      F-11

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


8.       GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses comprise the following:

<TABLE>
                                                              NINE MONTHS ENDED                   THREE MONTHS ENDED
                                                                 FEBRUARY 28                          FEBRUARY 28
                                                                2005               2004             2005             2004
                                                    -----------------------------------------------------------------------
<S>                                                 <C>                  <C>               <C>               <C>
         Legal                                      $         157,079    $      142,418    $      55,924     $      (2,144)
         Public relations, financing and
           corporate development                              405,410           460,825           16,124            187,854
         Management fees                                      188,911           171,927           63,544             58,244
         Consulting                                           607,331           469,847          249,082            207,063
         Operating expenses                                   381,105           225,919          114,908             36,782
                                                    -----------------------------------------------------------------------

                                                    $       1,739,836    $    1,470,936    $     499,582     $      487,799
                                                    =======================================================================
</TABLE>

9.       RESEARCH AND DEVELOPMENT

         During the period ended February 28, 2005, the Company amended their
         Collaborative Research Agreement ("Agreement") with the University of
         British Columbia ("UBC") to extend the agreement from December 1, 2004
         to November 30, 2006. The Agreement also amended the research
         commitment costs to CDN$400,400, being payable over the term of the
         contract at various stipulated intervals.

         The Company obtained support of up to CDN$315,000 from the Industrial
         Research Assistance Program from the National Research Council Canada.


                                      F-12

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


10.      SUBSEQUENT EVENTS

         (a)      On March 1, 2005, the Company issued an aggregate of 74,717
                  common shares for consulting and research and development
                  services for a total value of $20,921 and 300,000 common
                  shares for legal services to be rendered in the future for a
                  total value of $90,000.

         (b)      On March 7, 2005, the Company issued 82,468 common shares for
                  research and development and employee services for a total
                  value of $24,740.

         (c)      On March 15, 2005, the Company granted 300,000 stock options
                  to a Director and Officer of the Company under the Company's
                  2001 Incentive Stock Option Plan. The options have an exercise
                  price of $0.30, being vested immediately and expire 5 years
                  from date of grant.

         (d)      On various days in March and April 2005, the Company issued
                  1,291,880 shares pursuant to an exercise of stock purchase
                  warrants at a price of $0.26 per share, for total proceeds of
                  $335,889.

         (e)      On March 24, 2005, 75,000 common shares were issued pursuant
                  to stock options exercised for total proceeds of $22,500.

         (f)      On March 24, 2005, the Company issued 10,000 shares pursuant
                  to an exercise of stock purchase warrants at a price of $0.66
                  per share, for total proceeds of $6,600.

         (g)      On March 11, 2005, the Company entered into a Letter of
                  Engagement ("Letter") with Casimir Capital LP ("Casimir")
                  under which, Casimir shall receive a placement fee equal to
                  ten percent (10%) of the aggregate gross proceeds in each
                  closing of the sale of securities in a private placement
                  financing for which Casimir will act as Placement Agent
                  ("Agent"). Also as compensation under the Letter, the Company
                  shall sell to Casimir or its designees, for nominal
                  consideration, warrants to purchase the number of shares of
                  Common Stock of the Company equal to fifteen percent (15%) of
                  the shares of Common Stock underlying the warrants sold to
                  investors in the private placement. The warrants sold to
                  Casimir will have a term of five (5) years and an exercise
                  price of $0.25 per share and each warrant will entitle the
                  holder to purchase one share of the Company's common stock.
                  The warrants shall be exercisable for cash or in a cashless
                  exercise for their entire term.

                  The private offering will be conducted through a bridge
                  debenture financing. Warrants will be issued in connection to
                  the bridge financing, together with a series of convertible
                  senior debentures. The warrants that will be sold to investors
                  will have a term of five (5) years and an exercise price of
                  $0.25 per share and each warrant will entitle the holder to


                                      F-13

<PAGE>

MIV THERAPEUTICS INC.
(A development stage company)

Notes to Consolidated Financial Statements
February 28, 2005
(Unaudited - Prepared by Management)
(EXPRESSED IN U.S. DOLLARS)
--------------------------------------------------------------------------------


10.      SUBSEQUENT EVENTS  (continued)

                  purchase one share of the Company's common stock. The warrants
                  will be tied to the amount invested in the Debentures (up to
                  $1,00,000), and have fifty percent (50%) warrant coverage,
                  which will allow for the purchase of up to 2,000,000 shares of
                  the Common Stock of the Company.

                  The Debentures will become due and payable in one installment
                  upon the earlier of (1) 180 days from the date of closing of
                  the offering and (ii) the closing of a financing or series of
                  related financings in the Company in the aggregate of
                  $500,000. Up to $1,000,000 in Debentures will be offered and
                  they will be convertible at $0.25 per share of common stock,
                  to allow for the purchase of up to 4,000,000 shares of the
                  Common Stock of the Company. On 15 March 2005, the Company
                  closed on the amount of $805,000, which resulted in Debentures
                  that are convertible into 3.22 million shares and 1.61 million
                  share purchase warrants. The warrants are exercisable at $0.25
                  and have a term of five (5) years.

11.      ACQUISITION OF SAGAX, INC.

         Pursuant to an Acquisition Agreement ("Agreement") dated March 14,
         2005, the Company acquired SagaX, Inc. ("SagaX") a Delaware corporation
         with operations in Israel. The Company agreed to issue 4,200,000
         restricted common shares in exchange for all of the issued and
         outstanding shares of SagaX. 2,000,000 of the shares will be issued
         within 30 days of the effective date of this Agreement, 1,100,000
         shares upon successful completion of large animal trials and the final
         1,100,000 shares upon CE March approval relating to SagaX's products.
         The Company also agreed to finance up to $730,000 for SagaX's research
         in 2005. The allocation of the purchase price has not been finalized as
         the Company is in the process of valuation of certain intangible
         assets.

12.      ACQUISITION OF SAHAJANAND MEDICAL TECHNOLOGIES INC.

         On March 1, 2005 the Company entered into a share acquisition Letter of
         Intent ("Letter") with the shareholders of Sahajanand Medical
         Technologies Inc. ("SMT") of India. Pursuant to the Letter, the Company
         shall issue 44,500,000 shares of the Company's common stock, in
         exchange for 100% of the outstanding equity of SMT.

         In additional, if the SMT operations achieve at least $90 million in
         sales within 36 months of the closing of the Acquisition, the SMT
         shareholders shall be issued 2,225,000 additional shares of the
         Company's common stock. If the SMT operations achieve $180 million or
         more in sales within 36 months of the closing Acquisition, the SMT
         shareholders shall be issued 2,225,000 additional shares of the
         Company's common stock so that the SMT shareholders receive an
         aggregate of 4,450,000 shares of the outstanding shares of the
         Company's common stock. SMT is in the business of manufacturing,
         marketing and distributing bare metal and drug eluting stents.



                                      F-14

<PAGE>

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

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

PLAN OF OPERATIONS

INTRODUCTION
------------

Over the next twelve months, the Company plans to continue to conduct research
on and develop coatings for stents and other medical devices. This research is
described more fully below. The Company believes that it cannot satisfy its cash
requirements for the next twelve months and will likely have to raise additional
funds.

There are no significant changes in the number of employees expected in the next
twelve months.

On March 1, 2005 the Company entered into a share acquisition Letter of Intent
("Letter") with the shareholders of Sahajanand Medical Technologies Inc. ("SMT")
of India, a company that develops drug eluting stents. The Company intends to
complete the share acquisition within the next twelve months. Pursuant to the
Letter, the Company shall issue 44,500,000 shares of the Company's common stock,
which is equal to 50% of the outstanding share after acquisition, in exchange
for 100% of the outstanding equity of SMT. Further Common stock of the Company
will be issued to SMT shareholders if certain sales targets are met. For more
details, please see the notes to the financials statements in this form.

The Company is developing fully biocompatible coatings for drug delivery on
stents and other medical devices with the intent of providing healing solutions
for cardiovascular and other disorders. In particular, the Company is developing
proprietary biocompatible coatings using hydroxyapatite as the next generation
of advanced coatings for medical devices and drug delivery technologies. The
Company's core technologies are the basis for the following products that are in
various stages of development:

         1. Biocompatible passive coating for stents and drug delivery
applications; and,

         2. Drug-eluting stent coating- in preclinical development.


                                       3

<PAGE>

In addition, the Company intends to use its proprietary coating and
drug-delivery technologies to develop a series of drug-delivery devices that
offer the benefits of local, sustained delivery of therapeutic agents.

The Company intends to complete development and obtain a CE mark for its
biocompatible coated stents, which can then be marketed internationally through
agreements with major medical device marketing partners. The initial focus will
be on coated stents for use in angioplasty procedures, where a biocompatible
product is required to prevent the development of restenosis.

After completing development of these products, MIVT will have transitioned
itself into a drug-delivery device company with proprietary technologies that
can be applied to a wide range of therapeutic applications for the delivery of a
variety of pharmaceutical agents.

INTELLECTUAL PROPERTY RIGHTS
----------------------------

MIVT has exclusive worldwide rights to the HAp coating technology from UBC for
use on stents and other medical devices, including the rights to manufacture and
market coated products using these technologies. To date, UBC has two patents
granted and one patent pending on novel coating technologies that MIVT intends
to use for its stent coating and for additional medical devices. In addition,
MIVT applied for two more patents developed in-house by its R & D team. Another
four patents are being prepared for filing with U.S. Patent and Trademark Office
(USPTO) in 2005. UBC and MIVT's portfolio of issued and pending patents is
described below.

UBC
---

         o        Sol-gel phosphate ceramic coatings for biological
                  applications. U.S. Patent No. 6,426,114, entitled "Novel
                  Sol-Gel Calcium Phosphate Ceramic Coatings and Method of
                  Making Same," owned by UBC, was filed on May 2, 2000. The
                  invention relates to novel sol-gel calcium phosphate, in
                  particular, thin HAp ceramic coatings and processes at low
                  temperatures.

         o        Biofunctional HAp coatings for drug encapsulation. U.S. Patent
                  No. 6,730,324, entitled "Biofunctional Hydroxyapatite Coatings
                  and Microspheres for in-situ Drug Encapsulation," owned by
                  UBC, was filed April 20, 2001. The invention relates to a
                  novel room-temperature process for obtaining calcium
                  phosphate, in particular, a thick coating of HAp microspheres
                  with encapsulated drugs, proteins, and genes for therapeutic
                  use. The coatings and microspheres are designed to perform a
                  defined biological function related to drug discovery, such as
                  gene therapy through gene delivery.


                                       4

<PAGE>

         o        Calcium Phosphate Coated Stents and Implantable Medical
                  Devices. U.S. provisional application 60/410,307, was filed by
                  UBC on September 13, 2002. This invention relates to novel
                  calcium phosphate coated implantable medical devices and
                  processes. These calcium phosphate coatings are designed to
                  minimize the immune response to the implant (e.g., restenosis
                  in stenting procedures) and can be used to store and release a
                  medicinally active agent in a controlled manner. Such coatings
                  can be applied to any implantable medical devices and are
                  useful for a number of medical procedures including, but not
                  limited to, angioplasty, cardiovascular stenting, urethral
                  stenting, and catheterization.

MIVT
----

         o        Laser-cut stent. MIVT filed patent applications
                  internationally in 2000 for its laser-cut bare stent. The
                  patent describes the modular design of the cardiovascular
                  stent and its method of manufacture. The patented arrangement
                  results in the stent having optimal longitudinal flexibility
                  as well as radial stability.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company has incurred annual operating losses since its inception in January
1999 related primarily to the research and clinical development of its
technologies and products, and general administration costs. During the nine
months ended February 28, 2005, the Company posted loss from operations of
$2,915,098 and a net loss of $3,539,429, compared to a loss from operations of
$2,054,552 and a net loss of $1,606,142 for the nine months ended February 28,
2004. Most of the difference in net loss is attributable to an increase in
research and development expenses during the period.

Working capital decreased from $2,118,069 at the Company's last fiscal year end
on May 31,2004 to a deficit of $173,441 (February 28, 2005). The decrease in
working capital is due primarily to decreases in cash and cash equivalents
stemming from financing activities and increases in research and development
expenses.

The Company's main focus during the nine months ended February 28, 2005, was
corporate development and continued research and development of its
biocompatible coatings for stent and drug delivery systems.

GENERAL & ADMINISTRATIVE EXPENSES

General and administrative expenses increased to $1,739,836 during the nine
months ended February 28, 2005, compared to $1,470,936 for the nine months ended
February 28, 2004. The slight increase reflects increases in Consulting and
Operating expenses.


                                       5

<PAGE>

RESEARCH & DEVELOPMENT EXPENSES

Research and developmental costs increased during the nine months ended February
28, 2005, to $755,590 compared to $401,514 for the nine months ended February
28, 2004. These increases mainly reflect the Company's increase in research and
development on its coating technology.

DEPRECIATION EXPENSE

Depreciation expenses increased to $136,721 during the nine months ended
February 28, 2005, compared to $109,877 for the nine months ended February 28,
2004.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations from private financing,
the exercise of warrants and interest income. The company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. The Company currently has a working capital deficit
(current assets less current liabilities) of $173,441. Additional capital is
needed for the Company to successfully achieve its business goals.

FINANCING

The Company's capital requirements have been and will continue to be
significant. As of February 28, 2005, the Company had a working capital deficit
of $173,441.

Cash flow provided by financing activities for the nine months ended February
28, 2005 amounted to $53,431 compared to $1,253,870 for the same period in 2004.

The Company issued 4,580,000 warrants and 1,128,797 common shares for
commissions, finders' fees and to consultants, officers, and directors, and
others for services during the nine months ended February 28, 2005. 100,000 of
the common shares included in this total were agreed to in a Consulting
Agreement on February 15, 2005 but not actually issued until March 14, 2005.

WARRANTS

As at February 28, 2005, the Company has outstanding warrants to purchase
17,041,435 common shares.


                                       6

<PAGE>

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

<TABLE>
                                                                                                         Weighted
                                                                                                          Average
                                                                                Number of Shares   Exercise price
                                                                                ----------------  ---------------
<S>                                                                                  <C>                   <C>
                   Balance, May 31, 2003                                             10,717,821             0.62

                   Issued - private placement                                         2,181,164             0.75
                   Issued - finders' fees                                                55,714             0.60
                   Issued - services rendered                                         3,375,000             0.40
                   Extended                                                             381,800             0.75
                   Exercised                                                         (2,100,000)           (0.20)
                   Expired                                                           (5,225,050)           (0.75)
                                                                                ----------------  ---------------

                   Balance, May 31, 2004                                              9,386,449             0.60
                                                                                ================  ===============

                   Issued - finders' fees                                                10,000             0.60
                   Issued - services rendered                                         4,570,000             0.34
                   Expired                                                           (6,037,506)           (0.75)
                                                                                ----------------  ---------------

                   Balance, February 28, 2005                                         7,928,943             0.60
                                                                                ================  ===============

                  The Company also has the following Series' warrants outstanding:

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

                   Series "A"                                                         3,374,999             0.66
                   Series "B"                                                         5,062,496             0.69
                   Series "C"                                                           674,997             0.66
                                                                                ----------------  ---------------

                   Balance, May 31, 2004 and February 28, 2005                        9,112,492             0.68
                                                                                ================  ===============
</TABLE>

On January 12, 2005, the Board of Directors approved the extension of the expiry
date of 5,062,496 warrants outstanding from January 13, 2005 to April 13, 2005.


                                       7

<PAGE>

STOCK-BASED COMPENSATION

The Company's 2001 Incentive Stock Options Plan provides for the grant of
incentive stock options for up to 5,000,000 common shares to employees,
consultants, officers and directors of the Company. In addition to the existing
stock option plan, on September 13, 2004, the Company approved its 2004
Incentive Stock Option Plan to issue up to 5,000,000 shares of the Company's
shares to employees, officers, directors and consultants. Incentive benefits
granted under both plans 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 five years from the date of grant.

As at February 28, 2005, the Company has 6,855,000 options outstanding. Of
theses options, 2,900,000 were granted and 300,000 expired during the nine month
period ended February 28, 2005. 1,450,000 options granted to employees,
directors and officers have an exercise price of $0.20 per share, being vested
immediately and expire five years from the date of grant. 1,450,000 options
granted to consultants have exercise prices ranging from $0.20 to $0.30 per
share, vest over a period as stated in the agreement or in the Plan under which
they were granted. These options expire four to five years from date of grant.

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

                                                  Number of     Weighted Average
                                                   Options       Exercise Price
                                                  ---------      --------------

Options outstanding - May 31, 2004                4,255,000          $0.47
Balance, end of period - February 28, 2005        6,855,000          $0.35

CASH POSITION

At February 28, 2004, the Company had cash and cash equivalents of $48,377
compared to a cash position of $18 at February 28, 2005. The decrease in the
Company's cash position is due to a decrease in the Company's financing
activities and an increase in expenses.

The Company intends to raise additional funds through equity financings via
private placements, as it may need to raise additional capital to fund
operations over the long-term.

ACCOUNTS PAYABLE & ACCRUED LIABILITIES

Accounts payable and accrued liabilities increased in the nine months ended
February 28, 2005 to $365,110 compared to $184,456 in the last fiscal year ended
May 31, 2004.


                                       8

<PAGE>

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

To date, the Company has accumulated a deficit of approximately US$18 million in
the research and development of its stent products, coatings and operations
establishing a quality manufacturing facility, completing laboratory and
preclinical testing on its stent coatings and the overall running of the
company. The Company also has developed strong research collaborations with the
University of British Columbia for its proprietary stent coatings and has
implemented an aggressive in-house product development program.

In order to meet its business objectives to develop its HAp coating technologies
towards commercialization, the Company will require approximately US$5 million
in the coming year. These funds could be provided through any combination of the
exercise of existing warrants and options and/or through subsequent rounds of
financing.

RISK FACTORS

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

BECAUSE WE ARE CURRENTLY A DEVELOPMENT STAGE COMPANY, WE HAVE NO PRODUCTS
AVAILABLE FOR SALE OR USE AND MAY LACK THE FINANCIAL RESOURCES NEEDED TO BRING
PRODUCTS TO MARKET.

The Company is in the development stage and currently has no products approved
for sale or use. The Company will not be able to sell significant quantities of
its products until such time, if ever, as it receives regulatory approval to
commercially market such products, and thus the Company's long-term viability,
growth, and profitability will depend upon successful testing, approval, and
commercialization of the coating technology resulting from its research and
development activities. Adverse or inconclusive results in clinical trials of
these products could significantly delay or ultimately preclude any regulatory
approvals, and even if obtained there can be no assurance that any product
approval would lead to the successful commercialization of the product approved.

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


                                       9

<PAGE>

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

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

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

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

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

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


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adverse effect on the Company's ability to market its product. Moreover, there
can be no assurance that the Company will be successful in scaling up
manufacturing operations sufficient to produce its products in sufficient volume
to generate market acceptance.

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

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

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

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

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

Furthermore, in the event that the Company's plans change, its assumptions
change or prove inaccurate, or its capital resources prove to be insufficient to
fund operations, the Company could be required to seek additional financing
sooner than currently anticipated, or in greater amounts than is currently
anticipated. Any inability to obtain additional financing when needed would have


                                       11

<PAGE>

a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or possibly cease its operations. In addition,
any future equity financing may involve substantial dilution to the Company's
existing shareholders.

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

The Company currently has 6 full time employees and only three full-time
officers and directors. In addition, the Company has entered into consulting
agreements with three individuals who are also Directors, to provide management
services to the Company. The remainder of the Company's management has been
undertaken by independent consultants. This may make it difficult for the
Company to attract capital investment sufficient to meet its capital needs.
Because the Company is in the development stage and has not yet produced a
marketable product, it will be reliant upon its ability to attract skilled
members of the Stent or medical products industries. There can be no assurance
that the Company will be able to identify suitable candidates for employment, or
to attract them to the Company should they be identified. In addition, the
Company will be heavily dependent upon creative design and engineering skills of
individuals with whom it has little familiarity, and who may not perform as
expected.

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

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


                                       12

<PAGE>

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

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

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

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

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

The Company's common stock is listed on the OTCBB. Investors may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's common stock than would otherwise be the case were the
Company's common stock listed on a more recognized stock exchange or quotation
service. In addition, trading in the Company's common stock is currently subject
to certain rules under the Exchange Act, which require additional disclosure by


                                       13

<PAGE>

broker-dealers in connection with any trades involving a stock defined as a
"penny stock." Penny stocks are generally non-Nasdaq equity securities with a
market price less than $5.00 per share. The penny stock rules require
broker-dealers selling penny stocks to make certain disclosures about such
stocks to purchasers thereof, and impose sales practice restrictions on
broker-dealers in certain penny stock transactions. The additional burdens
imposed upon broker-dealers by these rules may discourage them from effecting
transactions in the Company's common stock, which could limit the liquidity of
the common stock and the ability of the Company's stockholders to sell their
stock in the secondary market.

GOING CONCERN RISK

There is substantial doubt as to our ability to continue as a going concern
based on our past operating losses and predicted future operating losses. Our
auditor has issued a going concern opinion on our financial statements
expressing substantial doubt that we can continue as a going concern for a
reasonable period of time unless sufficient equity financing can be secured.

There can be no assurances that any required capital can be obtained on terms
favorable to the Company

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
February 28, 2005 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to February 28, 2005, the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.


                                       14

<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

JOHN MA
-------

As disclosed in the Company's prior filings, the Company was the Appellate in an
action in the British Columbia Court of Appeal.

On September 22, 2004 the British Columbia Court of Appeal dismissed with costs
two appeals of MIV Therapeutics, Inc. (the "Company") seeking to set aside the
Order of the Honourable Mr. Justice Lowry pronounced on May 20, 2003 whereby the
British Columbia Supreme Court ordered the Company and its majority owned
subsidiary M-I Vascular Innovations, Inc. ("Vascular") to take all necessary
steps to exchange 3,192,399 shares of Vascular owned by John Ma for 3,192,399
shares of the Company. On December 29, 2004, the Company issued 3,192,399 common
shares to exchange for Mr. Ma's 3,192,399 common shares of M-I Vascular
Innovations, Inc. The share exchange took place on January 14, 2005.

By counterclaim in the British Columbia Supreme Court, the Company continues to
dispute John Ma's entitlement to his Vascular shares (and to any Company shares
he receives in exchange for his Vascular shares), and the Company is suing Mr.
Ma for damages for fraudulent misrepresentation. In a further action in the
Supreme Court of British Columbia, the Company is suing Mr. Ma for defamation.

The Company believes it will be successful in its claims.

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

During the nine month period ended February 28, 2005, a total of 240,043
unregistered shares were issued under Regulation S private placement
transactions and were issued for a total value of $67,016. 30,000 of the shares
were issued as commission. The remainder of the proceeds was used in working
capital.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None


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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

3.1      Articles of Incorporation of the Registrant (1)
3.2      By-laws of the Registrant (1)
10.1     Acquisition Agreement between Shimoco LLC, Saga X, Inc. and MIV
         Therapeutics, Inc., effective March 14, 2005 (2)
31.1     Section 302 Certification of CEO
31.2     Section 302 Certification of CFO
32.1     Section 906 Certification of CEO
32.2     Section 906 Certification of CFO

-------------------
(1)      Previously filed as an Exhibit to MIV Therapeutics, Inc.'s registration
         statement on Form 10-SB filed on April 25, 2000.
(2)      Previously filed as an Exhibit to MIV Therapeutics, Inc.'s Form 8K
         filed on March 18, 2005.


SIGNATURES

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



                                                          MIV Therapeutics, Inc.


                                                          /s/ Alan Lindsay
         Date:  April 14, 2005                            ----------------------
                                                          Alan Lindsay
                                                          President



                                                          /s/ Patrick McGowan
         Date:  April 14, 2005                            ----------------------
                                                          Patrick McGowan
                                                          CFO