6-K

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2008

Commission File Number: 000-53363

NEOVASC INC.
(Exact name of Registrant as specified in its charter)

Suite 2135 - 13700 Mayfield Place
Richmond, British Columbia, Canada, V6V 2E4
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	Interim Financial Statements for the three and nine months ended September 30, 2007, and 2008
99.2	Management’s Discussion and Analysis
99.3	Form 52-109F2 - Certification of Interim Filings
99.4	Form 52-109F2 - Certification of Interim Filings
99.5	News Release dated December 1, 2008
99.6	News Release dated November 3, 2008

SIGNATURES

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

	NEOVASC INC.
	(Registrant)
Date: December 5, 2008	By:	/s/ Alexei Marko
		Alexei Marko
	Title:	Chief Executive Officer

EX-99.1

Neovasc Inc.
(Formerly Medical Ventures Corp.)
UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007

(Expressed in Canadian Dollars)

CONTENTS

	Page
Notice of No Auditor Review of Interim Financial Statements	1
Interim Consolidated Balance Sheets	2
Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit	3
Interim Consolidated Statements of Cash Flows	4
Notes to the Interim Consolidated Financial Statements	5 – 17

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notice of No Auditor Review of Interim Financial Statements

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the Interim Financial Statements, they must be accompanied by a notice that the financial statements had not been reviewed by an auditor.

The accompanying Unaudited Interim Consolidated Financial Statements of the Company have been prepared by management and approved by the Audit Committee and Board of Directors of the Company.

The Company’s independent auditors have not performed a review of these Interim Consolidated Financial Statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of Interim Financial Statements by an entity’s auditors.

1

NEOVASC INC. (Formerly Medical Ventures Corp.)

Interim Consolidated Balance Sheets

		September 30,			December 31,
		2008			2007
ASSETS
CURRENT
Cash and cash equivalents	$	5,106,522		$	3,242,404
Accounts receivable		512,332			568,964
Inventory (Note 7)		496,205			384,124
Prepaid expenses and other assets (Note 8)		351,229			18,755
		6,466,288			4,214,247
RESTRICTED CASH AND CASH EQUIVALENTS (Note 13)		50,000			50,000
RETIREMENT ASSETS (Note 12)		54,010			-
TECHNOLOGY (Note 10)		20,568,715			-
GOODWILL (Note 11)		3,557,082			-
PROPERTY AND EQUIPMENT (Note 9)		1,447,795			1,425,553
	$	32,143,890		$	5,689,800
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	1,630,217		$	735,310
Current portion of long-term debt		20,297			19,559
Current portion of repayable contribution agreement		31,319			28,112
		1,681,833			782,981
LONG-TERM DEBT (Note 13)		423,899			441,540
REPAYABLE CONTRIBUTION AGREEMENT (Note 14)		286,835			283,959
RETIREMENT LIABILITIES (Note 12)		83,205			-
		2,475,772			1,508,480
SHAREHOLDERS’ EQUITY
Share capital (Note 15)		58,606,916			28,835,081
Contributed surplus (Note 15)		4,352,871			976,637
Deficit		(33,291,669	)		(25,630,398	)
		29,668,118			4,181,320
	$	32,143,890		$	5,689,800

CONTINUING OPERATIONS (Note 3)
SUBSEQUENT EVENTS (Note 18)

APPROVED BY THE DIRECTORS:

(Signed) Alexei Marko

Alexei Marko, Director

(Signed) Douglas Janzen

Douglas Janzen, Director

See accompanying Notes to the Interim Consolidated Financial Statements

2

NEOVASC INC. (Formerly Medical Ventures Corp.)

Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit

For the three and nine months ended September 30

		Three months ended						Nine months ended
		2008			2007			2008			2007
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
SALES (Note 17)
Product sales	$	547,118		$	185,375		$	1,385,042			708,818
Consulting services		40,766			33,465			69,388			182,081
		587,884			218,840			1,454,430			890,899
COST OF SALES,
(including underutilized capacity of $25,144)		283,070			105,897			711,674			426,637
GROSS PROFIT		304,814			112,943			742,756			464,262
EXPENSES
Selling		816,421			801,805			2,351,416			2,054,124
General and administration		1,297,333			475,247			2,614,981			1,657,453
Product development and clinical trials		1,087,292			618,971			2,123,995			2,061,534
Inventory write down		-			-			94,404			124,170
Amortization		1,106,809			46,236			1,228,245			145,486
		4,307,855			1,942,259			8,413,041			6,042,767
LOSS BEFORE OTHER
INCOME (EXPENSES)		(4,003,041	)		(1,829,316	)		(7,670,285	)		(5,578,505	)
OTHER INCOME (EXPENSES)
Interest income		36,500			59,689			59,803			141,769
Interest on long-term debt		(45,477	)		(2,808	)		(58,012	)		(8,544	)
Accreted interest on repayable
contibution agreement (Note 14)		(3,880	)		-			(11,565	)		-
Gain (Loss) on foreign exchange		11,875			(29,741	)		18,788			(85,445	)
		(982	)		27,140			9,014			47,780
NET LOSS AND COMPREHENSIVE
LOSS FOR THE PERIOD		(4,004,023	)		(1,802,176	)		(7,661,271	)		(5,530,725	)
DEFICIT, BEGINNING OF PERIOD		(29,287,646	)		(21,628,986	)		(25,630,398	)		(17,900,437	)
DEFICIT, END OF PERIOD	$	(33,291,669	)	$	(23,431,162	)	$	(33,291,669	)	$	(23,431,162	)
BASIC LOSS PER SHARE	$	(0.23	)	$	(0.32	)	$	(0.80	)	$	(1.17	)
FULLY DILUTED LOSS PER SHARE	$	(0.21	)	$	(0.32	)	$	(0.77	)	$	(1.17	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		17,701,276			5,560,477			9,607,410			4,725,886
WEIGHTED AVERAGE NUMBER OF
FULLY DILUTED SHARES OUTSTANDING		18,901,403			5,560,477			10,007,456			4,725,886

See accompanying Notes to the Interim Consolidated Financial Statements

3

NEOVASC INC. (Formerly Medical Ventures Corp.)

Interim Consolidated Statements of Cash Flows

For the three and nine months ended September 30

		Three months ended						Nine months ended
		2008			2007			2008			2007
OPERATING ACTIVITIES
Net loss for the period	$	(4,004,023	)	$	(1,802,176	)		(7,661,271	)		(5,530,725	)
Items not affecting cash
Inventory write down		-			-			94,404			124,170
Amortization		1,106,809			46,236			1,228,245			145,486
Accreted Interest on repayable
contribution agreement (Note 14)		3,880			-			11,565			-
Stock-based compensation		273,687			44,770			303,427			138,528
		(2,619,647	)		(1,711,170	)		(6,023,630	)		(5,122,541	)
Change in non-cash operating assets and liabilities
Accounts receivable		(171,684	)		(53,382	)		56,632			(109,859	)
Inventory		(118,451	)		5,570			(206,485	)		141,218
Prepaid expenses and other assets		255,610			48,883			86,025			42,605
Retirement assets		34,388			-			34,388			-
Accounts payable and accrued liabilities		(150,910	)		30,018			(45,417	)		336,906
Retirement liabilities		(25,604	)		-			(25,604	)		-
		(2,796,298	)		(1,680,081	)		(6,124,091	)		(4,711,671	)
INVESTING ACTIVITY
Acquisition of business, net of cash of $781,008 (Note 2)
B-Balloon Ltd.		(274,858	)		-			(274,858	)		-
Neovasc Medical Ltd.		210,625			-			210,625			-
Accounts payable on acquisitions		273,046			-			273,046			-
Purchase of property and equipment		(59,175	)		(492,665	)		(72,867	)		(525,807	)
		149,638			(492,665	)		135,946			(525,807	)
FINANCING ACTIVITIES
Increase in long-term debt		-			298,911			-			298,911
Repayment of long-term debt		(4,868	)		(1,548	)		(16,903	)		(11,748	)
Repyament of loan from
related party of B-Balloon		(356,440	)		-			(356,440	)		-
Repayment of repayable
contribution agreement		(1,099	)		(1,161	)		(5,482	)		(3,717	)
Proceeds from share issue, net of costs		8,231,088			-			8,231,088			7,251,421
		7,868,681			296,202			7,852,263			7,534,867
(DECREASE)/INCREASE IN CASH		5,222,021			(1,876,544	)		1,864,118			2,297,389
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		(115,499	)		6,872,668			3,242,404			2,698,735
END OF PERIOD	$	5,106,522		$	4,996,124		$	5,106,522		$	4,996,124
REPRESENTED BY:
(Bank Overdraft)/Cash		287,849			516,580			287,849			516,580
Cashable guaranteed investment certificates		4,818,673			4,479,544			4,818,673			4,479,544
	$	5,106,522		$	4,996,124		$	5,106,522		$	4,996,124
NON CASH TRANSACTIONS
Change in Asset Use (Note 9)		-			-			-			53,592
Issuance of shares to acquire
B-Balloon and Neovasc Medical (Note 2)		24,613,554			-			24,613,554			-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		7,417			2,494			19,952			8,544

See accompanying Notes to the Interim Consolidated Financial Statements

4

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

1.	INCORPORATION AND NATURE OF BUSINESS
	The Company was incorporated as Medical Ventures Corp. under the Company Act (British Columbia) on November 2, 2000 and was continued under the Canada Business Corporations Act on April 19, 2002. On July 1, 2008, the Company changed its name to Neovasc Inc (“Neovasc” or the “Company”). Neovasc develops, manufactures and distributes medical devices.
	The Company’s commercialized products include a catheter-based technology called the Metricath System as well as products using a pericardial tissue processing technology to produce a number of patch products used in cardiac reconstruction and repair.
2.	ACQUISITION
	On July 1, 2008, the Company acquired 100% of the issued and outstanding common shares and other securities of two Israel companies, Neovasc Medical Ltd. (“Neovasc Medical”) and B-Balloon Inc. (“B- Balloon”) in exchange for issuing an aggregate of 5,858,000 Neovasc securities to the securityholders of each of Neovasc Medical and B-Balloon.
	Neovasc Medical was incorporated and commenced its operations in 2002 under the law of Israel. The company develops and commercializes proprietary stent technology for the treatment of patients suffering from reoccurring temporary shortage of blood to the heart muscle, known as refractory angina. It has a single technology in development; the Reducer.
	B-Balloon was incorporated and commenced operations in April 2004 under the law of Israel. B-Balloon is a medical device company specializing in the development of unique catheters and vascular stent delivery systems which are intended to solve specific clinical problems encountered by physicians implanting stents to open blockages at ostial locations (where an artery first originates from a larger blood vessel) or bifurcation locations (where an artery splits into two branches). The Company has a suite of products in development.
	The acquisition has been accounted for by the purchase method with Neovasc identified as the acquirer. Accordingly, the consolidated entity is considered to be a continuation of Neovasc with the net assets of Neovasc Medical and B-Balloon being acquired and recorded at their fair market value. The Statements of operations include the results of Neovasc for the nine months ended September 30, 2008 and those of Neovasc Medical and B-Balloon from July 1 to September 30, 2008.
	Total consideration paid by Neovasc for all outstanding common shares, convertible preferred shares, stock options, and warrants is as follows:

	Issued to acquire			Issued to acquire
	B-Balloon			Neovasc Medical			Total
	Number		$	Number		$	Number		$
TOTAL CONSIDERATION PAID
Common shares	5,273,800	$	11,602,360	4,610,091	$	10,142,200	9,883,891	$	21,744,560
Replacement warrants	-		-	735,394		875,119	735,394		875,119
Replacement stock options	503,161		1,101,923	407,284		891,952	910,445		1,993,875
	5,776,961		12,704,283	5,752,769		11,909,271	11,529,730		24,613,554
Transaction costs			422,621			422,620			845,241
		$	13,126,904		$	12,331,891		$	25,458,795

5

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

2.	ACQUISITION (Continued)
	The total consideration paid for all outstanding common shares, convertible preferred shares, stock options, and warrants of each of B-Balloon and Neovasc consists of a total of 11,529,730 securities, comprising 9,883,891 common shares, 735,394 nominally priced warrants for the purchase of Neovasc common stock and 910,445 nominally priced options for the purchase of Neovasc common stock.
	The table excludes 186,270 replacement options issued by Neovasc to the former employees and consultant of B-Balloon and Neovasc Medical which include a service requirement as a condition of vesting. These options which represent additional compensation for service not yet received, have been excluded from the calculation of total consideration and will be expensed on compensation for services rendered over the remaining vesting period of the options.
	The fair value of the shares issued to acquire B-Balloon and Neovasc Medical was $2.20. The value of the shares is based on their market price over a reasonable period before and after the date the terms of the business combination were agreed to and announced, January 30, 2008, adjusted to recognize the effects of price fluctuations and quantities traded during extraordinary trading activity immediately after the announcement.
	The fair value of options and warrants of the Company issued to effect the acquisitions were estimated using the Black-Scholes model and the following assumptions:

Volatility	82 %
Risk-free interest rate	4 %
Expected life	1-10 years
Dividend yield	nil %

The warrants have an exercise price of $1.38 and an expected life of 1.45 years. The options have a nominal ($0.01) exercise price and an expected life of between 4.5 and 9.6 years.

In accordance with the purchase method, the fair value of the consideration paid has been allocated to the fair value of the identifiable assets and liabilities acquired on July 1, 2008.

		B-Balloon			Neovasc			Total
					Medical
BOOK VALUE AND FAIR VALUE
OF NET TANGIBLE ASSETS ACQUIRED
Cash and cash equivalents	$	147,763		$	633,245		$	781,008
Prepaid expenses and deposits		51,193			367,306			418,499
Funds for employee rights on retirement		50,627			29,988			80,615
Property and equipment		30,397			90,221			120,618
Accounts payable and accrued liabilities		(299,414	)		(367,864	)		(667,278	)
Loans from related parties		(356,440	)		-			(356,440	)
Liability for employee rights on retirement		(72,601	)		(36,208	)		(108,809	)
		(448,475	)		716,688			268,213
FAIR VALUE OF
INTANGIBLE ASSETS ACQUIRED
Technology		10,907,300			10,726,200			21,633,500
Goodwill		2,668,079			889,003			3,557,082
FAIR VALUE OF NET ASSETS ACQUIRED	$	13,126,904		$	12,331,891		$	25,458,795

6

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

3.	CONTINUING OPERATIONS
	These interim unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on a basis consistent with the Company’s financial statements for the year ended December 31, 2007. These interim unaudited consolidated financial statements should be read together with the audited consolidated financial statements of the Company as at December 31, 2007 and the year then ended and the accompanying notes included in those financial statements. For a full description of accounting policies, refer to the Company’s Annual Report for the year ended December 31, 2007. As permitted by Canadian generally accepted accounting principles certain information and footnote disclosure normally included in annual consolidated financial statements has been condensed or omitted. In the opinion of management, all adjustments necessary to present fairly the financial condition, results of operations and cash flows at September 30, 2008 and for all periods presented, have been made. Interim results are not necessarily indicative of results that may occur for a full year.
	These interim unaudited consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred operating losses of $4,004,023 and $7,661,271 for the three and nine months ended September 30, 2008 (2007: $1,802,176 and $5,530,725) and has a deficit of $33,291,669 as at September 30, 2008 compared to a deficit of $25,630,398 as at December 31, 2007. The Company’s ability to continue as a going concern is dependent on the profitable commercialization of its products and/or obtaining additional debt or equity financing to fund ongoing operations until profitability is achieved.
	If the going concern basis was not appropriate for these interim unaudited consolidated financial statements, significant adjustments would be necessary to the carrying values of the Company’s assets and liabilities, reported expenses and balance sheet classifications.
4.	CHANGES IN ACCOUNTING POLICY
	During the first quarter ended March 31, 2008, the Company adopted the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 1400, General Standards of Financial Statement Presentation, CICA Handbook Section 1535, Capital Disclosures, CICA Handbook Section 3862 Financial Instruments – Disclosures, and CICA Handbook Section 3863, Financial Instruments – Presentation.
	CICA Handbook 1400, General Standards of Financial Statement Presentation
	In June 2007, the CICA amended Handbook Section 1400.08A-.08C, General Standards of Financial Presentation to change the guidance related to Management’s responsibility to assess the ability to continue as a going concern. Management is required to make an assessment of the Company’s ability to continue as a going concern and should take into account all available information about the future, which is at least, but not limited to 12 months from the balance sheet date. Disclosure is required of material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.
	The adoption of Handbook Section 1400 did not have an impact on the Company’s financial results, position or ongoing disclosure.
	CICA Handbook 1535, Capital Disclosures
	Handbook Section 1535 requires the disclosure of both qualitative and quantitative information that enables users of financial information to evaluate (i) an entity’s objectives, policies and process for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.
	For new disclosures refer to Note 5. The adoption of Handbook Section 1535 did not have an impact on the Company’s financial results or position but certain disclosures have been enhanced.
	CICA Handbook 3862 and 3863, Financial Instruments – Disclosure and Presentation

7

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

4.	CHANGES IN ACCOUNTING POLICY (Continued)
	The Handbook Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revising and enhancing its disclosure requirements and carrying forward unchanged its presentation requirements for financial instruments. Handbook Section 3862 and 3863 place increased emphasis on disclosures about the nature and extent of the risks arising from financial instruments and how the entity manages those risks.
	For new disclosures refer to Note 6. The adoption of Handbook Section 3862 and 3863 did not have an impact on the Company’s financial results or position, but certain disclosures have been enhanced.
5.	MANAGING CAPITAL
	The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to grow its business.
	In the definition of capital, the Company includes, as disclosed on its balance sheet: deficit; capital stock, cash and cash equivalents and bank overdraft. There has been no change in the definition since the prior period.
	The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may issue new shares, issue new debt (secured, unsecured, convertible and/or other types of available debt instruments), acquire or dispose of assets, or adjust the amount of cash or short-term investment balances.
	As at September 30, 2008, the Company was in compliance with externally imposed capital requirements.
6.	FINANCIAL INSTRUMENTS
	Financial Instruments
	The Company classifies its cash and cash equivalents and bank overdraft as held-for-trading and carries them at fair-value. Accounts receivable are classified as loans and receivables. Accounts payable and accrued liabilities, long-term debt and repayable contribution agreement are classified as other financial liabilities. The Company had neither available-for-sale, nor held-to-maturity instruments as at September 30, 2008 or at December 31, 2007. Loans and receivables and other financial liabilities have been recorded at amortized cost using the effective interest rate method.
	Cash Equivalents
	The Company holds cashable guaranteed investment certificates returning a fixed rate of interest of 3.00%. The GIC has an initial term of one year and matures on July 1, 2009 and is renewed annually.
	Foreign Exchange Risk
	The majority of the Company’s revenues are derived from product sales in the United States, primarily denominated in United States currency. Management has considered the stability of the foreign currency and the impact a change in the exchange rate may have on future earnings during the forecasting process.
	Interest rate risk
	The Company makes fixed repayments on its long term debt as described in Note 13. Included in the repayments is an interest payment with an interest rate floating at prime rate. Management has considered the risks to cash flows from this variable interest portion and considers it unlikely that the interest rates will increase sufficiently to exceed the fixed monthly payment due on the loan.
	Liquidity risk

8

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

6.	FINANCIAL INSTRUMENTS (Continued)
	The Company has incurred operating losses since inception, as described in Note 3. The Company’s ability to continue as a going concern is dependent on the profitable commercialization of its products and/or obtaining additional debt or equity financing to fund ongoing operations until profitability is achieved. The Company reviews its cash flows on a quarterly basis and forecasts expected break even points and the timing of additional cash flows.
	The maturity of the Company’s long term debt is described in Note 13. The Company has minimal risk associated with the maturity of its long term debts.
	As at September 30, 2008 the Company had a working capital of $4,784,455 as compared to working capital of $3,431,266 at December 31, 2007.
7.	INVENTORY

		September 30		December 31,
		2008		2007
		(Unaudited)
Materials	$	202,346	$	194,240
Work in progress		157,414		37,437
Finished goods		136,445		152,447
	$	496,205	$	384,124

On June 30, 2008 Neovasc completed its inventory review and fully provided for the remaining Metricath console raw materials. An impairment charge of $94,404 was recognized.

In The Company allocates fixed production overhead costs to inventory based on an estimate of normal capacity. As the Company operated at levels below normal capacity during the three and nine months ended September 30, 2008, a charge of nil and $25,144 respectively have been included in costs of goods sold as underutilized capacity.

8. PREPAID EXPENSES AND OTHER ASSETS

		September 30		December 31,
		2008		2007
		(Unaudited)
Prepaid Expenses	$	122,355	$	18,755
Receviables from Government of Israel		191,667
Deposits		37,207		-
	$	351,229	$	18,755

9

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

9. PROPERTY AND EQUIPMENT

		September 30,						December 31,
		2008						2007
				Accumulated		Net Book		Net Book
		Cost		Amortization		Value		Value
						(Unaudited)
Land	$	207,347	$	-	$	207,347	$	207,347
Building		1,023,957		150,016		873,941		890,366
Production equipment		458,662		366,180		92,482		111,411
Field assets		131,794		131,794		-		77,842
Computer hardware		161,077		100,269		60,808		67,304
Computer software		181,511		177,951		3,560		11,140
Office equipment, furniture and fixtures		456,492		246,835		209,657		60,143
	$	2,620,840	$	1,173,045	$	1,447,795	$	1,425,553

Included within Field assets at September 30, 2008 are nil (December 31, 2007: $77,842) that are not currently in use and are not being amortized. Amortization on these assets will begin when the assets are brought into use. Field assets consist of Company-owned Metricath consoles placed in customer locations. In June 2007 $53,592 of these assets were transferred from inventory into fixed assets, and at December 31, 2007 an additional $77,842 were transferred.

10.	TECHNOLOGY
	In connection with the acquisition of B-Balloon and Neovasc Medical on July 1, 2008 (Note 2), the Company acquired technology, including certain patents and in-process research and development. The total amount is $10,907,300 and $10,726,200 and for B-Balloon and Neovasc Medical respectively.
	The acquired technologies will be amortized over the shorter of the life of the major patents for the technologies and the expected period of technological obsolescence. The estimated useful economic life has been estimated to be 4 years for the B-Balloon technology and 7 years for the Neovasc technology. An amortization charge of $1,064,785 has been incurred in the three months ended September 30, 2008.

		September 30,						December 31,
		2008						2007
				Accumulated		Net Book		Net Book
		Cost		Amortization		Value		Value
Technology acquired from						(Unaudited)
B-Balloon		10,907,300		681,706		10,225,594		-
Neovasc Medical		10,726,200		383,079		10,343,121		-
	$	21,633,500	$	1,064,785	$	20,568,715	$	-

11.	GOODWILL
	As a result of the acquisition of B-Balloon and Neovasc Medical on July 1, 2008 (Note 2), the Company recorded $2,668,079 and $889,003 goodwill for B-Balloon and Neovasc Medical respectively.
	The Company will review the goodwill on an annual basis for impairment.

10

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

12.	EMPLOYEE RIGHTS UPON RETIREMENT
	Pursuant to Israeli severance pay law, the Israeli employees are entitled to severance pay upon their employment. The Company's liability for employee rights upon retirement is calculated, based on the most recent salary of each employee multiplied by the number of years of employment, as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or a portion thereof. The Company makes monthly deposits to insurance policies and severance pay funds. As of September 30, 2008, the retirement liability is $83,205.
	The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn upon the fulfillment of the obligation pursuant to Israeli severance pay laws or labor agreements. The value of the deposited funds is based on the cash surrender value of these policies, and includes immaterial profits. As of September 30, 2008, the retirement asset is $54,010.
13.	LONG-TERM DEBT

		September 30			December 31,
		2008			2007
		(Unaudited)
Bank instalment loan	$	444,196		$	461,099
Less current portion		(20,297	)		(19,559	)
	$	423,899		$	441,540

Repayments will consist of 180 regular blended payments of $4,095 each month, including interest and principal, commencing on September 1, 2007 and ending on August 1, 2022. The loan is collateralized by a first charge over the Company’s land and buildings, a liquid security agreement of $50,000 to be held in cash equivalent investments and a general security agreement over all personal property of the business now owned and all personal property acquired in the future. The loan bears interest at prime.

Principal maturities in the next five years and thereafter are approximately as follows:

2008	$	20,297
2009		21,684
2010		23,166
2011		24,750
2012		26,442
Thereafter		327,857
	$	444,196

11

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

14.

REPAYABLE CONTRIBUTION AGREEMENT

In 2003, the Company entered into an Industrial Research Assistance Program (“IRAP”) Repayable Contribution Agreement with the National Research Council of Canada (“NRC”) and received funding of $409,363. The Company agreed to repay this funding through future royalties on the gross revenues of its Metricath products at a rate of 2.1%. If the Company does not generate $409,363 in royalties before July 1, 2015, the unpaid balance of the funding contribution will be forgiven. Management has determined that it is likely that royalties in excess of $409,363 will be generated over the period to July 1, 2015 from the sales of the Company’s Metricath products and as such has recorded a liability to reflect this obligation as follows:

		September 30,			December 31,
		2008			2007
		(Unaudited)
Balance, beginning of period	$	312,071		$	403,591
Adjustment for change in accounting policy		-		$	(100,993	)
Royalties paid or accrued in the current period		(5,482	)		(5,418	)
Accreted interest		11,565			14,891
		318,154			312,071
Less: current portion		(31,319	)		(28,112	)
Balance, end of period	$	286,835		$	283,959

The fair value at inception of the repayable contribution agreement that does not have a market rate of interest is not equal to the cash consideration. The fair value at inception has been estimated as the present value of all future expected cash receipts discounted using the prevailing market rates of interest for a similar instrument and with a similar credit rating. Subsequent measurement of the repayable contribution agreement is at amortized net cost.

12

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

15.	SHARE CAPITAL
	All share data and per share amounts have been adjusted to retroactively restate the impact of the reverse stock split on a 20 for 1 basis that took place on July 1, 2008.
	(a)	Authorized
		Unlimited number of common shares without par value Unlimited number of preferred shares without par value

		Common Shares					Contributed
(b)	Issued and outstanding	Number		Amount			Surplus
	Balance, December 31, 2006	3,566,944	$	21,607,856		$	785,556
	Issued for cash pursuant to a private placement (i)
	Shares	1,935,456		7,741,824
	Agents warrants			111,558
	Share issue costs			(834,271	)
	Issued for cash on exercise of agent's warrants (ii)	58,077		232,310
	Stock-based compensation						166,885
	Expiry of agent's warrants			(24,196	)		24,196
	Balance, December 31, 2007	5,560,477	$	28,835,081		$	976,637
	Issued for repurchasing warrants (iii)	175,657		38,648			(38,648	)
	Issued on acquistion of B-Balloon (Iiv)	5,273,800		11,602,360			1,101,923
	Issued on acquistion of Neovasc Medical (iv)	4,610,091		10,142,200			1,767,071
	Issued for cash pursuant to a private placement (v)	2,081,251		8,325,004
	Share issue costs			(93,916	)
	Expiry of agent's warrants			(242,461	)		242,461
	Stock-based compensation						303,427
	Balance, September 30, 2008 (Unaudited)	17,701,276	$	58,606,916		$	4,352,871

(i)	On April 24, 2007, pursuant to a public offering under a short form prospectus dated April 13, 2007, the Company issued 1,935,456 units of the Company at a price of $4.00 per unit for aggregate gross proceeds of $7,741,824. Each unit consisted of one common share and one-half of one non-transferable common share purchase warrant entitling the holder to purchase one additional common share for every whole warrant at a price of $5.00 per share expiring on October 24, 2008. On closing, the Agents received non-transferable share purchase warrants to purchase up to 82,968 common shares at a price of $4.00 per share exercisable until October 24, 2008.
(ii)	On May 4, 2007, the Agent exercised 58,077 agent warrants at $4.00 per share for gross proceeds of $232,310 and the remaining agent warrants were repriced to $5.00 per share.
(iii)	In connection with, and contingent upon the completion of the acquisition of Neovasc Medical and B-Balloon, the Company made an offer to all of the holders of warrants outstanding as at April 30, 2008 to repurchase those warrants in exchange for a lesser number of common shares in the Company. The offer to repurchase the warrants was made based on the value of such securities calculated using a Black Scholes valuation method. 976,868 warrants were repurchased in exchange for common shares at a ratio of one common share for 5.75 warrants and 27,356 were repurchased at one common share for 4.75 warrants with a Black Scholes valuation of $38,648. An aggregate of 175,657 common shares were issued for the repurchase of the warrants. The warrant and option offer was completed immediately prior to the acquisitions on July 1, 2008. 15,750 warrants were not tendered to be repurchased and remain outstanding as at September 30, 2008.

13

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

15. SHARE CAPITAL (Continued)

(iv)

Pursuant to the acquisition agreement, the Company issued 5,273,800 and 4,610,091 common shares to the securityholders of B-Balloon and Neovasc Medical respectively.

(v)

As condition of the acquisitions the Company was required to complete a concurrent non- brokered private placement of units to raise minimum gross proceeds of $6,000,000. The actual proceeds raised on July 1, 2008 were $8,325,004. The units were issued at a price of $4.00 per unit and consist of one common share of the Company and 0.62 of a warrant. Each whole warrant is exercisable to purchase one additional common share of the Company at a price of $5.00 for a period of 18 months from July 1, 2008. Share issue costs related to the concurrent financing were $93,916.

(c)	Stock-based compensation
	The Company adopted a stock option plan under which the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers (the “optionees”) of the Company on terms that the directors of the Company may determine within the limitations set forth in the Stock Option Plan. Effective November 22, 2005, the board of directors of the Company approved an amendment to the Company's incentive Stock Option Plan to increase the number of options available for grant under the plan to 10% of the number of common shares of the Company outstanding from time to time.
	Options under the Company’s Stock Option Plan granted to directors and officers vest immediately and options granted to employees vest over a three year term. The directors of the Company have discretion within the limitations set forth in the Stock Option Plan to determine other vesting terms on options granted to directors, officers, employees and others. The minimum exercise price of a stock option cannot be less than the applicable market price of the common shares on the date of the grant and the options have a maximum exercise period of five years.
	The following table summarizes stock option activity for the respective periods as follows:

					Weighted	Average
					Average	Remaining
		Number of			Exercise	Contractual
		Options			Price	Life (years)
Options outstanding, December 31, 2006		139,629		$	9.00	1.98
Granted		96,438			3.40	4.04
Cancelled		(18,750	)		10.20	-
Options outstanding, December 31, 2007		217,316		$	6.40	2.83
Granted		58,883		$	0.95	4.74
Cancelled		(30,058	)	$	6.00	-
Option amendment (i)		(151,083	)	$	-	-
Options assumed on acquisition of:
B-Balloon Ltd. (ii)		584,200		$	0.01	6.94
Neovasc Medical Ltd. (ii)		512,515		$	0.01	8.66
Options outstanding
September 30, 2008 (Unaudited)		1,191,773		$	0.03	7.40
Options exercisable
September 30, 2008 (Unaudited)		1,002,648		$	0.03	7.10
Weighted average grant date fair value of stock
options awarded during period	$	2.17

14

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

15. SHARE CAPITAL (Continued)

(i)

In connection with, and contingent upon the completion of the acquisition of $1,172,824 B- Balloon and Neovasc Medical, the Company made an offer to all of the holders of options outstanding as at April 30, 2008 to amend those options for a lesser number of $0.20 options to acquire common shares of the Company. The offer to amend the options was made based on the value of such securities calculated using Black Scholes valuation method. All holders of options accepted the offer and as a result all the outstanding market priced options were amended into 106,116 $0.20 options on July 1, 2008. All of these amended options vested immediately on the date of the acquisition.

(ii)

As part of the consideration paid to acquire B-Balloon and Neovasc Medical 1,096,715 options were assumed by Neovasc. Of these, 81,039 unvested options assumed from the option holders of B-Balloon and 105,231 unvested options assumed from the option holders of Neovasc Medical held by active employees or consultants have been excluded from the purchase price and will be expensed as compensation cost over their remaining vesting period. In addition, 11,058 options included as part of the calculation of total consideration have been cancelled as the employees were terminated during the period and their vesting period ceased. The options assumed by Neovasc as part of the consideration are excluded from the Company’s stock option plan, they have an exercise price of less than $0.01 and a maximum exercise period of 10 years.

During the three and nine months ended September 30, 2008, the Company recorded $303,427 and $273,687 respectively (2007 – $44,770 and $138,528) as compensation expense for stock-based compensation awarded to employees. The Company used the Black-Scholes option-pricing model to estimate the value of the options at each grant date using the following weighted average assumptions:

	2008	2007
Dividend yield	nil	nil
Annualized volatility	82%	81%
Risk-free interest rate	4.25%	4.11%
Expected life	5 years	5 years

15

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

16.	RELATED PARTY TRANSACTIONS
	Related party transactions are entered into in the normal course of operations and are recorded at amounts established and agreed on between the related parties.

		For the three months ended,				For the nine months ended,
		September 30,				September 30,
		2008		2007		2008		2007
Income		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Contract Manufacturing					$	81,571		-
Expenses
Services of the Chairman	$	13,187	$	48,598		91,671	$	145,794
Financial Services						-		26,426
Legal Services
General expenses						6,833		25,004
Acquisition costs						155,588		-
Financing costs						-		73,945
Consulting Services						77,414		44,244
						As at
						September 30,		December 31,
						2008		2007
Accounts Receivable						(Unaudited)
Contract Manufacturing								20,498
Accounts Payable
Service of the Chariman						12,367		11,925
Consulting Services								10,000

(i)	Contract Manufacturing
	The Company performs contract manufacturing services for a related corporation. One of the directors of this corporation is a significant shareholder in the Company. On July 1, 2008 the shareholder ceased to be a significant shareholder of the Company.
(ii)	Services of the Chairman
	The services of the Chairman are provided to the Company by a corporation controlled by the Chairman. The Company and the corporation have a director in common. These fees are included in general and administration expenses. The Chairman resigned as CEO on July 1, 2008, but remains Chairman of the board of Directors.
(iii)	Financial Services
	The Company contracted for the services of the former CFO and some accounting functions from an accounting firm. A partner of that firm acted as the CFO of the Company. The agreement was terminated on September 30, 2007 and the partner resigned as CFO.
(iv)	Legal Services
	Legal and corporate secretarial services were provided by a legal firm. A partner of that firm is a director of the Company. The director resigned as a director of the Company on July 1, 2008.
(iv)	Consulting Services
	Sales and marketing consulting services are provided by a director of the Company. The director resigned as a director of the Company on July 1, 2008.

The carrying amounts of the accounts receivable and accounts payable approximate fair values due to their short term nature.

16

NEOVASC INC. (Formerly Medical Ventures Corp.)

Notes to the Interim Consolidated Financial Statements

For the three and six months ended June 30, 2008 and 2007

17.	SEGMENT INFORMATION
	The Company’s operations are in one business segment; the development, manufacture and marketing of medical devices. Each of the Company’s product lines has similar characteristics, customers, distribution and marketing strategies, and are subject to similar regulatory requirements.
	The majority of the Company’s long-lived assets are located in Canada. The Company carries on business in Canada and to a lesser extent in Israel. It earns revenue from sales to customers in the following geographic locations:

		For the three months ended				For the nine months ended
		September 30,				September 30,
		2008		2007		2008		2007
SALES		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Canada	$	51,480	$	43,406	$	155,446		$ 136,474
United States		365,124		174,728		973,110		666,448
Other		171,280		706		325,874		87,977
	$	587,884	$	218,840	$	1,454,430	$	890,899

18.	SUBSEQUENT EVENTS
	On October 31, 2008, pursuant to the Company’s stock option plan, the Company issued 1,167,077 stock options at an exercise price of $1.15 including 409,000 granted to named officers of the Company and 80,000 granted to directors of the Company.
	On November 14, 2008, the Company received a claim from an ex-employee claiming wrongful dismissal on October 22, 2008. The employee was made redundant as part of the rationalization process undertaken subsequent to the period end. The maximum amount of the claim is $25,000.

17

EX-99.2

Neovasc Inc.
Management’s Discussion
and Analysis
Form 51-102F2

For the three and nine months ended
September 30, 2008 and 2007

Q3
2008

Neovasc Management’s Discussion & Analysis 1 of 10

FORM 51-102F1: MANAGEMENT’S DISCUSSION AND ANALYSIS

This discussion and analysis covers the unaudited consolidated financial statements for the three and nine months ended September 30, 2008 and 2007.

The Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto for the three and nine months ended September 30, 2008 (included as part of Neovasc Inc’s quarterly filing) as well as the audited consolidated financial statements and notes thereto and the MD&A for the fiscal year ended December 31, 2007 (collectively known as the “Financial Statements”).

The following discussion contains forward-looking statements that are based on currently available information and, therefore, involve risk and uncertainties. The predictions described in these statements may not materialize if management’s current expectations regarding the Company’s future performance prove incorrect. Results could also be affected by, but not limited to, operating risks described herein.

All financial information is prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and is expressed in Canadian dollars. The interim consolidated financial statements for the three and nine months ended September 30, 2008 have not been reviewed by the Company’s auditor.

Additional information regarding Neovasc Inc. including the Company’s Financial Statements can be found on SEDAR at www.sedar.com.

Date: December 1, 2007

OVERVIEW

Description of the Business
Neovasc Inc. (formerly Medical Ventures Corp.) (“Neovasc” or the “Company”) develops, manufactures and commercializes medical devices, focusing on products that address clinical needs in the vascular and surgical marketplace. Neovasc’s strategy is to acquire and develop technologies and products that are near or at the point of market entry and to increase the value of its technologies through the commercialization process. Key hurdles in the commercialization process include: completing final development, including design control, pre-production and clinical trials; securing the necessary regulatory approvals to sell the Company’s products in world markets; and ultimately gaining market acceptance of the Company’s products through direct sales or distribution and licensing agreements with distribution partners around the world.

Neovasc’s vision is to develop a portfolio of medical devices from which the Company generates revenue from the distribution, licensing or sale of each of these products. Neovasc is focused on unique market opportunities in the field of vascular medicine.

Neovasc’s business operations started in March 2002, with the acquisition of Neovasc Medical Inc. (Formerly PM Devices Inc. (“PMD”). PMD manufactures a line of collagen surgical patch and staple line reinforcement products made for use in cardiac reconstruction and repair procedures as well as other surgeries. The products are made from chemically treated bovine and equine pericardial tissue.

In May 2003, Neovasc acquired Angiometrx Inc. (“ANG”). Angiometrx has developed a technology called the “Metricath^® System,” a catheter-based device that allows clinicians to measure artery and stent size and confirm stent deployment during interventional treatment of coronary and peripheral artery disease.

New Acquisitions
On January 30, 2008, Neovasc announced the intent to acquire two pre-commercial vascular device companies based in Israel: Neovasc Medical Inc. and B-Balloon Inc. (“B-Balloon). Neovasc Medical Inc. is developing a novel catheter-based treatment for refractory angina, a debilitating condition resulting from inadequate blood flow to the heart muscle. Refractory angina affects millions of patients and at present there is no effective cure. B-Balloon is developing a suite of vascular catheter products to solve problems physicians frequently encounter when attempting to place vascular stents at locations where an artery first branches from the aorta (“the ostium”) or where an artery splits into multiple branches (“a bifurcation”). Neovasc Medical Inc. and B-Balloon offer a potential pipeline of technologies that complement Neovasc’s existing products, sales call points, and target customers.

The acquisition was completed on July 1, 2008.

Supporting the acquisitions both as a shareholder of the companies being acquired and as a financier for Neovasc concurrently with the closing the acquisitions is Phillip Frost, MD, a prominent U.S. pharmaceutical entrepreneur and managing director of the Frost Group, a Miami, Florida-based private equity firm. The Frost Group acted as lead investor for the financing and, together with other investors, invested an aggregate of $ 8,325,004 for approximately 11.76 per cent of Neovasc’s common shares (post-acquisition).

As part of the transactions, Neovasc consolidated its outstanding 111 million shares (136 million fully diluted),

Neovasc Management’s Discussion & Analysis 2 of 10

at 20 old shares for one new share. The Frost-led unit financing consists of one common share priced at $4.00 per share and a warrant to purchase 0.62 of a common share at price of $5.00 per share for a period of 18 months from the date of closing. This price represented a significant premium to the market for Neovasc shares from the day prior to the announcement of the proposed transaction. Neovasc issued between approximately 4.6 and 5.2 million (post-consolidation) common shares for each of Neovasc Medical Inc. and B-Balloon. This brought the Company’s total capitalization to 17.7 million shares, including shares issued pursuant to the $8.325 million financing.

Completing the above acquisitions significantly broadened the Company’s vascular device product portfolio and will enable its sales representatives and third-party distributors to offer an array of complementary products to meet the needs of the physicians on whom they call.

In conjunction with the completion of this transaction, the Company changed its name to Neovasc Inc., to better reflect the focus of its ongoing operations as a specialty vascular device company.

Valuation of Goodwill and Technology

Subsequent to the completion of acquisition of B-Balloon and Neovasc Medical, an independent valuation of the fair value of acquired tangible assets and identifiable intangible assets was conducted. The purchase price is allocated among acquired tangible assets, identifiable intangible assets and goodwill in accordance with Canadian GAAP. As a result of valuation and purchase price allocation, there were, and ($448,475), $10,907,300, and $2,668,079 allocated to tangible assets, technologies and goodwill for B-Balloon and $716,688, $10,726,200, and $889,003 allocated to tangible assets, technology and goodwill for Neovasc Medical.

Goodwill is tested for impairment annually or more frequently if circumstances suggest an impairment may exist. The significant fall in the Company’s stock price since the closing of the acquisition on July 1, 2008, is such an indicator. Management have considered the value of the intangible assets at September 30, 2008, however: the short period since the closing of an arms length transaction establishing valuation, Management’s continued commitment to carrying out the business plans on which the valuation of the technology and goodwill were based and the impact of external factors related to the current financial crisis on the share price have led Management to conclude that an impairment has not taken place.

The Company will evaluate the carrying value of the technology and goodwill as of December 31, 2008, and make a determination of impairment.

Amortization of Technology

The acquired technologies will be amortized over the shorter of the life of the major patents for the technologies and the expected period of technological obsolescence. All the significant patents have at least 10 years to expiration and therefore the technologies will be amortized over the term until estimated technological obsolescence; 4 years for the B-Balloon technology and 7 years for the Neovasc technology. The technology acquired from B-Balloon, the ostial and bifurcation technologies are competing against other products to improve the treatment of disease at ostial and bifurcation sites. Management is aware of several competitive companies developing products for these types of disease and there is an increased risk that our technologies will be made obsolete by a competitor. The technology acquired from Neovasc Medical is a unique technology that is targeting a treatment for an end stage disease when other currently available procedures and/or medications having limited incremental impact on the patient. We are unaware of any direct competitors to the Neovasc product at this time.

An amortization charge of $1,064,785 has been incurred in the three months ended September 30, 2008. As at September 30, 2008, the net book value of the acquired technologies, net of amortization is $10,225,594 for technology acquired from B-Balloon and $10,343,121 for technology acquired from Neovasc.

Product Portfolio

Metricath System
The Metricath product line consists of a small, pole-mounted console unit and two distinct catheter models: the Metricath Libra^® measure-only catheter, and the Metricath Gemini^® measure-and-treat catheter.

Metricath catheters are used during angioplasty, a procedure used to open arteries where blood flow is restricted by plaque (the accumulation of fats and cholesterol). To perform angioplasty, doctors thread a balloon-tipped catheter through the vasculature and inflate the balloon at the site of the blockage, opening the narrowed vessel. Once the vessel is open, doctors often implant a stent (a small metal mesh tube) to prevent it from re-closing and to maintain proper blood flow.

Metricath provides the user with precise measurements of an artery by inflating the balloon at the catheter’s tip and monitoring its volume and pressure as it comes up against the artery walls. These measurements allow doctors to quickly diagnose artery blockages and treat

Neovasc Management’s Discussion & Analysis 3 of 10

them with balloons and stents that are optimally sized for the artery. As an added benefit, Metricath catheters can also take measurements inside an implanted stent to ensure that it is fully open. In the case of the Metricath Gemini, a second, high-pressure balloon on the catheter may be used to expand under-deployed stents.

Accurate measurement is believed to be an important factor in patients’ post-procedure outcomes, as it helps doctors confirm that stents are deployed properly within arteries. In 2006, the medical community identified a link between the use of drug-coated stents and an increased risk of blood clotting, or “thrombosis,” as compared to situations where bare-metal (uncoated) stents are used. While it has not been determined definitively why this is the case, there are clinical indications that factors include the under-sizing of stents and/or under-expansion of stents against the artery wall in conjunction with the stents’ drug coating or polymer. As a result, there has been increased clinical focus on proper stent selection and expansion to help minimize the risk of stent thrombosis. Anecdotal evidence from the field suggests that physician awareness of the need to accurately size and place stents is continuing to increase, for reasons of potential liability as well as clinical utility. Metricath has the potential to offer improved care by reducing the risk of thrombosis associated with drug-coated stents. By using Metricath to confirm artery and stent size, doctors can be more confident that stents fit correctly within the arteries in which they are placed.

The Metricath System was developed in response to the limitations of existing measurement technologies that are either insufficiently accurate or prohibitively expensive and time-consuming to gain widespread market acceptance. Obtaining accurate measurements is problematic using conventional imaging techniques such as angiography. Intravascular ultrasound (IVUS) catheters can provide precise vascular measurements; however, IVUS is comparatively expensive and time-consuming to use. IVUS takes approximately three times longer to set up and use than Metricath and has a disposable cost of between two and three times that of Metricath. In addition, where IVUS requires the purchase or lease of a complex image acquisition and analysis system, Metricath imposes minimal capital costs on users.

Current estimates are that approximately 2.5 million stent implantation procedures are performed globally each year. The Metricath System is intended to be a simple and cost-effective vascular measurement tool that can be adopted easily into standard treatment practices.

Regulatory Status

The Metricath Libra is cleared for sale in the United States, Canada, the European Union, Australia, Brazil

and Israel. The Metricath Gemini is cleared for sale for peripheral artery use in the United States, for coronary arteries in Canada, and for all vascular applications in the European Union. In Q4 2007 the company filed a Pre-Market Approval (“PMA”) application for FDA approval of the Metricath Gemini for coronary procedures in the U.S. This application followed completion of the GAAME clinical trial which was undertaken to provide the clinical data required to support this application (see “Product Development and Clinical Trials”). In April 2008, the company received an initial FDA response to this application and expects to complete its response to the FDA and submit additional supporting data in Q4-08.

Distribution

The Metricath line is sold via direct sales in the U.S. and Canada and via distributors in other countries. Company activities are presently focused on supporting and growing sales in the U.S. market, which makes up approximately half of the total world market for products of this type. The Company currently staffs five direct sales positions, covering select regions of the U.S. and Canada. Neovasc may expand the sales team as market acceptance increases and in preparation for approval of the Metricath Gemini and other product acquisitions.

PeriPatch Products
Neovasc also manufactures the PeriPatch™ line of surgical tissue products. The PeriPatch line consists of several flexible, biomaterial tissue products made from animal sources. They are chemically treated with proprietary technology to prevent their degradation and to maintain their biocompatibility. PeriPatch products are used for vascular repair and reconstruction, as well as in other surgical procedures including staple and suture line reinforcement. The products are biocompatible, allowing optimal incorporation with the body’s host tissue, and no special sutures are required to make a secure seal.

The product line includes: the PeriPatch™ Sheet, MatrixBP and PeriPatch™ EQ Sheet, rectangular patches made from bovine (cow) or equine (horse) tissue, that are applied as internal bandages to repair weak or damaged organs or vessels; and the

PeriPatch™ Aegis, and PeriPatch™ Aegis EQ, new products for staple line reinforcement used during endoscopic (minimally invasive) surgical procedures. There are approximately two million surgical procedures performed annually around the world where tissue products may be applied. In addition, a primary application of the PeriPatch Aegis is for use during bariatric surgery (such as gastric bypass) to treat morbid obesity. This type of surgery has seen significant growth in the past decade, providing an attractive market for the Aegis product. Further, several recent clinical reports suggest bariatric surgery has a dramatic effect on reducing the symptoms of Type II diabetes. The

Neovasc Management’s Discussion & Analysis 4 of 10

Company is monitoring whether this link is likely to increase the number of bariatric surgeries performed.

Regulatory Status

The PeriPatch Sheet and MatrixBP are cleared for sale in the U.S., Canada and Mexico. The PeriPatch EQ Sheet is approved for sale in the European Union and in Canada. The PeriPatch Aegis is cleared for sale in the United States.

Distribution

Neovasc sells its tissue and surgical products through a network of country-specific distributors. MatrixBP is sold through the company’s direct sales force in the US. The Company provides training and promotional materials to its current distributors while striving to obtain new distributors in selected target markets. The Company’s goal is to steadily increase its distribution reach in new markets, while increasing market share in current markets and in particular in the U.S., which has seen significant growth in staple line reinforcement product sales in recent years.

Currently, the Company has distribution agreements for its PeriPatch products covering the United States and Canada as well as selected countries in Europe and elsewhere. In the United States, Neovasc distributes the PeriPatch line through MedSurg Specialty Devices (formerly called Itochu Healthcare or “Itochu”), a large network of healthcare product distributors and sub-distributors that has broad distribution arrangements with healthcare facilities across the country. The Company has issued notice to Medsurg Specialty Devices (a division of Itochu Healthcare) the current distributor for Neovasc’ tissue products in the US that Medsurg is not meeting certain performance requirements of the Distribution Agreement related to coverage in all US territories, reporting requirements and requirements to adequately represent the products in the US territory. Discussions as to how to remedy these issues are ongoing between the Company and Medsurg. Neovasc is also actively exploring alternate options to increase penetration for its tissue products in the US market. Neovasc is in the process of establishing a network of distributors to sell the PeriPatch EQ products in the European market.

Additional Products and Third Party Sales
Neovasc provides consulting and original equipment manufacturing (OEM) services to other medical device companies when these services fall within the scope of its expertise and capabilities. Revenue earned from various contract agreements varies throughout the year depending on customer needs.

Regulatory Affairs and Clinical Trials
In Q4 2007, the Company submitted a pre-market approval (PMA) application to the U.S. Food & Drug Administration (FDA) to approve the Metricath Gemini

for coronary applications in the U.S. The Company supported its application with data from a clinical trial called “GAAME,” for Gemini Angioplasty and Arterial Measurement Evaluation, which was completed in Q3 2007. In April 2008, Neovasc announced that it had received an interim response to its PMA application from the FDA. The response requested additional information related to clinical and non-clinical aspects of the application. Neovasc is assembling the requested information with the assistance of the investigational sites that participated in the GAAME trial. The FDA has also scheduled and completed an inspection of Neovasc’ manufacturing and sterilization facility as part of the PMA application process. The FDA inspection is scheduled took place at the beginning of June, 2008 and the Company successfully passed the inspection with no deviations or warnings.

Product Development
Product development at the Company is presently focused on the commercialization of the Reducer and Ostial treatment products which were obtained through the above described acquisition of B-Balloon Inc. and Neovasc Medical Inc. The Reducer is a novel catheter based device for treating refractory angina. The Ostial treatment products are intended to allow physicians to more effectively place stents and treat lesions at “ostial” locations – locations where an artery first branches from the aorta.

Sales & Marketing
The Company’s sales and marketing activities are focused on building market awareness and support for its products and improving penetration into these markets through its direct sales force and distributors. The Company has retained industry experts with experience in introducing new technologies into established medical device markets to assist it to develop sales and reimbursement strategies.

For the Metricath product line, the Company has continued to build awareness of the product through the sponsorship of clinical trials, direct advertising, incorporation of Metricath into medical training programs, the sponsorship of live cases at medical conferences, placing product displays at medical conferences and similar activities.

For the surgical tissue product lines, the Company has continued to help generate awareness of its products by closely supporting its distributors.

TRENDS, RISKS AND UNCERTAINTIES

Neovasc has a limited operating history which makes it difficult to predict how its business will develop or its future operating results. The Company has a history of fiscal losses since its inception and will need to generate significantly greater revenues then it has to date to

Neovasc Management’s Discussion & Analysis 5 of 10

achieve and maintain profitability. There is no certainty of future profitability, and results of operations in future periods cannot be predicted based on results of operations in past periods. Generally, the securities of the Company should be considered a highly speculative investment.

Neovasc is subject to risks and uncertainties associated with operating in the life sciences industry and as a company engaged in a significant level of development, regulatory, production and commercialization activity. Other than the standard operating risks associated with such a venture, the Company’s management is not aware of any trend, commitment, event or uncertainty that is presently known or is reasonably expected to have a material effect on the Company’s business, financial condition or results of operations. Neovasc cannot anticipate or prevent all of the potential risks to its success, nor predict the impact of any such risk. To the extent possible, management implements strategies aimed at reducing or mitigating risks and uncertainties associated with the business.

Operating risks include but are not limited to: market acceptance of the Company’s technology and products; the Company’s ability to obtain and enforce timely patent protection of its technology and products; the Company’s ability to develop, manufacture and commercialize its products cost-effectively and according to regulatory standards of numerous governments; the competitive environment and impact of technological change and/or product obsolescence; the continued availability of capital to finance the Company’s activities; the Company’s ability to conduct and complete successful clinical trials; the Company’s ability to garner regulatory approvals for its products in a timely fashion; the Company’s ability to attract and retain key personnel, effectively manage growth, and smoothly integrate newly acquired businesses or technologies; limitations on third-party reimbursement; instances of product or third-party liability; dependence on a single supplier for some products; animal disease or other factors affecting the quality and availability of raw materials; conflicts of interest among the Company’s directors, officers, promoters and members of management; fluctuations in the values of relative foreign currencies; volatility of the Company’s share price; fluctuations in quarterly financial results; unanticipated expenses; changes in business strategy; impact of any negative publicity; general political and economic conditions; and Acts of God and other unforeseeable events, natural or human-caused.

A portion of Metricath catheter sales efforts are targeting use in renal artery stenting procedures. In 2007, the Centers of Medicare and Medicaid Services (CMS), the largest U.S. health care payer, generated a national coverage analysis (NCA) and initiated reconsideration of its coverage policy for percutaneous transluminal angioplasty (PTA) of the renal arteries. On February 14, 2008, CMS issued its final decision memo to make no changes, continuing to leave coverage and reimbursement decisions to the discretion of regional Medicare contractors. Individual contractor decisions may adversely affect this market by reducing the number of renal stent implantations undertaken in the U.S.

As at June 30, 2008, one of the Company’s distributors has estimated inventories of approximately $500,000 of certain of the Company’s product throughout its network. The Company has notified the distributor that it is in breach of certain terms of the distribution agreement and the distributor is working to remedy the breach.

Please refer to the Neovasc’ Annual Information Form for a more extensive list of operating risks.

FOREIGN OPERATIONS

The majority of the Company’s revenues are derived from product sales in the United States, primarily denominated in United States currency. The Company expects that international sales will continue to account for a significant portion of its revenues that are denominated in foreign currencies. Consequently, a decrease in the value of a relevant foreign currency in relation to the Canadian dollar, occurring after establishment of prices and before receipt of payment by Neovasc, has an adverse effect on the Company’s results of operations. During the three months ended September 30, 2008, the increase in the value of US dollar to Canadian dollar has had a positive effect on the Company’s results of operation. However, the fluctuation of foreign exchange may impose an adverse effect on the Company’s results of operations and cash flows in the future. Additionally, Neovasc may be materially and adversely affected by increases in duty rates, exchange or price controls, repatriation restrictions, or other restrictions on foreign currencies. The Company’s international operations are subject to certain other risks common to international operations, including, without limitation: government regulations; import restrictions and, in certain jurisdictions, reduced protection for the Company’s intellectual property rights.

Foreign currency translation gains and losses arising from normal business operations are credited to or charged to operations in the period incurred. To date, Neovasc has not entered into any foreign exchange forward contracts.

SELECTED ANNUAL FINANCIAL INFORMATION

The following discussion should be read in conjunction with the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2008 and 2007.

Neovasc Management’s Discussion & Analysis 6 of 10

DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION

This section analyzes the significant changes in the unaudited interim consolidated financial statements of operations and deficit and cash flows for the three and nine months ended September 30, 2008, compared to those for the same period ended September 30, 2007 and compares the financial condition at September 30, 2008 to that at December 31, 2007.

The Statements of operations include the results of Neovasc for the nine months ended September 30, 2008 and those of Neovasc Medical and B-Balloon from July 1 to September 30, 2008. Comparatively, the results of operations for the three and nine months ended September 30, 2007 only reflected the results of operation of Neovasc.

Results of Operations

Results for the three and nine months ended September 2008 and 2007 follow:

Net Losses
The consolidated net loss for the three and nine months ended September 30, 2008 was $4,004,023 and $7,661,271 or $0.23 and $0.81 basic loss per share as compared with a net loss of $1,802,176 and $5,530,725 or $0.32 and $1.17 basic loss per share for the comparative period in 2007.

Revenues
Revenues increased 169% year over year from $218,840 for the three months ended September 30, 2007 to $587,884 for the three months ended September 30, 2008 and increased 63% year over year from $890,899 for the nine months ended September 30, 2007 to $1,454,430 for the nine months ended September 30, 2008.

Sales of catheter products for the nine months ended September 30, 2008 were $186,198 a marginal increase over sales of $177,013 in the comparable period in 2007. The Companies continues its efforts to improve its Metricath revenues but despite this Metricath sales have remained flat year over year.

Sales of tissue and surgical products and services for the nine months ended September 30, 2008 were $1,268,232, as compared to sales of $713,886 for the nine months ended September 30, 2007, an increase of approximately 78%. These revenues were derived from the sales of PeriPatch products and contract manufacturing and showed significant improvements as a result of revenues from new contract manufacturing customers.

Cost of Sales
The cost of sales for the three and nine months ended September 30, 2008 were $283,070 and $711,674 as compared to $105,897 and $426,637 in 2007, and the overall gross margin for the first nine months of 2008 was 51% as compared to 52% in 2007. Within the cost of sales for 2008, the cost of underutilized capacity was $25,144. Despite the change in product mix the overall gross margin has remained consistent between comparative periods.

Expenses
Total expenses for the three and nine months ended September 30, 2008 were $3,201,046 and $7,184,796 respectively as compared to $1,896,023 and $5,897,281 for the same periods in 2007. The increase in expenses for 2007 to 2008 for both the three and nine month ended September 30, 2008 is largely explained by the additional costs incurred by the newly acquired activities in Israel.

Sales and marketing expenses were $816,421 and $2,351,426 for the three and nine months ended September 30, 2008 as compared to $801,805 and $2,054,124 for the same periods in 2007, and increase of 2% and 14% respectively. Without additional products to sell and without significant growth in the Metricath sales we have controlled marketing costs until new products from the acquisitions and other sources can be added to the sales reps inventory.

General and administrative expenses for the three and nine months ended September 30, 2008 were $1,297,333 and $2,614,981 in 2008 as compared to $475,247 and $1,657,453 in 2007, an increase of 173% and 58% respectively. In the three months ended September 30, 2008 the increase in general and administrative costs of $822,086 over the comparative period can largely be explained by $366,002 incurred in Israel, a large and unusual stock compensation charge relating to the immediate vesting of all of the Medical Ventures Options of $174,853 and one time expenses related to the integration and consolidation of the new subsidiaries.

Product development and clinical trial expenses of $1,087,292 and $2,123,995 for the three and nine months ended September 30, 2008 as compared to $618,971 and $2,061,534 for the three and nine months ended September 30, 2007, an increase of 76% or 3% respectively. In the three months ended September 30, 2008 the increase in product development and clinical trial expenses is $468,321 over the comparative period. The $751,806 product development and clinical trial expense incurred in Israel to develop the newly acquired technologies contributed to the increase in this period.

Neovasc Management’s Discussion & Analysis 7 of 10

Inventory write down
Neovasc completed its inventory rationalization process and wrote the remaining console raw materials inventory down to $nil. The company recognized an impairment charge of $94,404. The second quarter of 2007 was the start of the inventory review process and $124,170 was written off during that period. No further charges were incurred in the three months ended September 30, 2008.

Amortization and Other expenses
Amortization and other expenses for the three and nine months ended September 30, 2008 were $1,107,791 and $1,219,231 as compared to other expense of $19,096 and $97,706 for the same periods in 2007. An amortization charge on the acquired technologies of 1,064,785 has been incurred in the three months ended September 30, 2008.

Subsequent to the quarter end we have taken significant steps to control the expenditures of the Company. Since the initial combination of the acquired companies on July 1, 2008 over 25% of the staff have been made redundant and annual employee related expenditures have been reduced by approximately $1.5 million.

Quarterly Information
The following is a summary of selected unaudited financial information for the eight fiscal quarters to September 30, 2008:

					Quarter Ended - Unaudited
		September 30,			June 30,			March 31,			December 31,
		2008			2008			2008			2007
Sales
Catheter products	$	53,687		$	45,904		$	80,236		$	81,004
Tissue and surgical products and services		534,197			387,157			353,249			545,970
		587,884			433,061			433,485			626,974
Cost of sales		283,070			220,344			208,260			372,956
Expenses
Selling		816,421			785,491			749,504			785,773
General and administration		1,297,333			779,363			538,285			539,385
Product development and clinical trials		1,087,292			414,958			621,745			683,379
Inventory Write Down		-			94,404			-			434,961
		3,484,116			2,294,560			2,117,794			2,816,454
EBITDA		(2,896,232	)		(1,861,499	)		(1,684,309	)		(2,189,480	)
Amortization/Other expenses		1,107,791			54,174			57,266			110,749
Net loss		(4,004,023	)		(1,915,673	)		(1,741,575	)		(2,300,229	)
Basic loss per share		(0.23	)		(0.34	)		(0.31	)		(0.47	)

					Quarter Ended - Unaudited
		September 30,			June 30,			March 31,			December 31,
		2007			2007			2007			2006
Sales
Catheter products	$	55,306		$	51,432		$	70,275		$	82,020
Tissue/surgical products		163,534			294,379			255,973			56,738
		218,840			345,811			326,248			138,758
Cost of sales		105,897			201,189			119,551			228,084
Expenses
Selling		801,805			785,131			467,188			596,785
General and administration		504,988			783,663			509,951			467,550
Product development and clinical trials		618,971			790,643			651,920			787,457
Inventory Write Down		-			124,170			-			-
		2,031,661			2,684,796			1,748,610			2,079,876
EBITDA		(1,812,821	)		(2,338,985	)		(1,422,362	)		(1,941,118	)
Amortization/Other expenses		(10,645	)		(30,488	)		(2,310	)		16,865
Net loss		(1,802,176	)		(2,308,497	)		(1,420,052	)		(1,957,983	)
Basic loss per share		(0.32	)		(0.46	)		(0.41	)		(0.57	)

Neovasc Management’s Discussion & Analysis 8 of 10

LIQUIDITY AND CAPITAL RESOURCES

The Company finances its operations and capital expenditures with cash generated from operations, lines of credit, long-term debt and equity financings. At September 30, 2008, the Company had cash and cash equivalents of $5,106,522 as compared to cash of $3,242,404 as of December 31, 2007. At September 30, 2008 the Company had working capital of $4,784,455 as compared to working capital of $3,431,266 at December 31, 2007. In addition, at September 30, 2008 the Company had restricted cash related to a security on long-term debt of $50,000 (December 31, 2007 -$50,000) included in long-term assets.

Cash used in operations was $2,796,298 and $6,124,091 for the three and nine months ended September 30, 2007, as compared to $1,680,081 and $4,711,671 for the three and nine months ended September 30, 2007, an increase of $1,116,217 and $1,412,420 respectively. The increase in cash usage was related to the increase in expenses borne by the Company at the newly acquired operations in Israel.

Net cash generated in investing activities was $149,638 and $135,946 for the three and nine months ended September 30, 2008 compared to cash used of $492,665 and $525,807 in 2007. On July 1, 2008, the Company completed acquisition of B-Balloon and Neovasc Medical. The cash spent to acquire the companies was $845,241, of which $273,046 was unpaid and in accounts payable at September 30, 2008. On completing the transaction Neovasc acquired $781,008 of cash and cash equivalents. During the three months ended September 30, 2008 the transaction generated net cash of $208,813 and $59,175 was spent on capital additions.

Concurrent with the acquisition, the Company issued 2,081,251 units of common shares at a price of $4.00 per unit for gross proceeds of $8,325,004 less issue costs of 93,916, net $8,231,088. Each unit consist of one common share of the Company and 0.62 of a warrant. Each whole warrant is exercisable to purchase one additional common share of the Company at a price of $5.00 for a period of 18 months from July 1, 2008. From the proceeds of the financing the Company repaid $356,440 of loans from parties related to B-Balloon.

There were no material financing activities in the three or nine months ended September 30, 2007, however, on April 24, 2007, pursuant to a public offering under a short form prospectus dated April 13, 2007, the Company issued 1,935,456 units of the Company at a price of $4.00 per unit for aggregate gross proceeds of $7,741,824, net of share issue costs of $834,271. Each unit consisted of one common share and one-half of one non-transferable common share purchase warrant entitling the holder to purchase one additional common share for every whole warrant at a price of $5.00per share, expiring on October 24, 2008. On closing, the Agents received non-transferable share purchase warrants to purchase up to 82,968 common shares at a price of $4.00 per share exercisable until October 24, 2008. Subsequent to the financing on May 4, 2007, the Agent exercised 58,077 agent warrants at $4.00 per share for gross proceeds of $232,310 and the remaining agent warrants were re-priced to $5.00 per share.

Since its inception the Company has had negative cash flows from operations as it continues its research and development activities. The Company anticipates that it will require additional funding in 2009 to support its ongoing operations and product development. However, the current financial market conditions have increased the risk that such funding will not be possible. There is no assurance that such additional funds will be available for the Company. If adequate funds are not available, the Company may be required to scale back or abandon some activities and may in a worst case impact the Company’s ability to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from this uncertainty.

SUBSEQUENT EVENTS

On October 31, 2008, pursuant to the Company’s stock option plan, the Company issued 1,167,077 stock options at an exercise price of $1.15. Of the options issued 409,000 were granted to named officers of the Company and 80,000 were granted to directors of the Company.

On November 14, 2008, the Company received a claim from an ex-employee claiming wrongful dismissal. The employee was made redundant as part of the rationalization process undertaken subsequent to the period end. The maximum amount of the claim is $25,000.

OUTSTANDING SHARE DATA

Pursuant to the acquisition agreement, the Company issued 5,273,800 and 4,610,091 common shares to the securityholders of B-Balloon and Neovasc Medical respectively and assumed 584,200 options from B-Balloon and 512,515 options and 735,394 share purchase warrants from Neovasc Medical. In addition, through a private equity financing, the Company issued 2,081,251 units of common shares. Each unit consists of one common share of the Company and 0.62 of a warrant.

As at September 30, 2008, the Company had 17,701,276 common voting shares issued and outstanding. Further, the following securities are convertible into exercisable or exchangeable for common shares of the Company: 1,191,773 stock

NEOVASC Management’s Discussion & Analysis 9 of 10

options with a weighted average price of $0.03, and 2,081,519 share purchase warrants with exercise prices ranging from $0.25 to $5.00. The fully diluted share capital of the Company at September 30, 2008 is 20,974,568.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off balance sheets arrangements.

RELATED PARTY TRANSACTIONS

Related party transactions are disclosed in Note 16 of the unaudited interim consolidated financial statements. Neovasc has a contract with a corporation owned by its Chairman for his services that are invoiced monthly. All other related party transactions are invoiced to Neovasc on a month-to-month basis for services rendered. There are no potential material termination clauses in any of the related party agreements.

PROPOSED TRANSACTIONS

The Company is not party to any transaction requiring additional disclosure.

CONTROLS AND PROCEDURES

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in cooperation with the other members of senior management and Directors, are responsible for the Company’s disclosure policy. The effectiveness of the Company’s internal disclosure controls have been evaluated by the CEO and the CFO, and they have concluded that the Company’s control procedure provides reasonable assurance that (i) information required to be disclosed by the Company in its annual and interim reports or other reports filed or submitted by it under applicable securities legislation is recorded, processed, summarized and reported within the prescribed time periods, and (ii) material information regarding the Company is accumulated and communicated to the Company’s management, including its CEO and CFO, in a timely manner.

The CEO and CFO are responsible for the design of internal controls over financial reporting in order to provide reasonable assurance that the Company’s financial reporting is reliable and that financial statements prepared for external purposes are prepared in accordance with Canadian GAAP and for the safeguarding of Company assets. The CEO and CFO are aware that internal controls relating to the accounting function could be strengthened by adhering to a strict policy of segregating the duties of accounting staff to reduce the risk of unauthorized journal entries being made or a misappropriation of cash. At the Company’s current size, adoption of such a policy is impractical. To reduce these risks, the CFO reviews bank reconciliation statements and performs periodic reviews of nonstandard entries after they have been recorded; all cheque payments require two signing authorities. The CEO periodically reviews recorded financial information. The CEO and CFO believe that these reviews are an adequate compensating control; accordingly, there are no plans to remediate this internal control weakness.

No material changes were made to the Company’s system of internal controls relating to financial reporting during the nine month period ending September 30, 2008.

NEOVASC Management’s Discussion & Analysis 10 of 10

EX-99.3

Form 52-109F2 Certification of Interim Filings

I, Alexei Marko, the Chief Executive Officer of Neovasc Inc. (formerly Medical Ventures Corp.) certify that:

1)	I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Neovasc Inc. (the issuer) for the period ending September 30, 2008.
2)	Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
3)	Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
4)	The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)      designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;
(b)      designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5) I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: December 4, 2008

(Signed) Alexei Marko
Alexei Marko
Chief Executive Officer

EX-99.4

Form 52-109F2 Certification of Interim Filings

I, Chris Clark, the Chief Financial Officer of Neovasc Inc. (formerly Medical Ventures Corp.) certify that:

1)	I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Neovasc Inc. (the issuer) for the period ending September 30, 2008.
2)	Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;
3)	Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;
4)	The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a)      designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared;
(b)      designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP; and

5) I have caused the issuer to disclose in the interim MD&A any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

Date: December 4, 2008

(Signed) Chris Clark
Chris Clark
Chief Financial Officer

EX-99.5

 

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

NEWS RELEASE
TSX Venture Exchange: NVC

Neovasc Inc. Reports Third Quarter Fiscal Year 2008 Financial Results

     --Product Sales More Than Doubled Over Prior Year Quarter--
--Fully Integrated New Company Has Streamlined Operations and Sharpened
Commercial Focus--

December 1 2008 — Richmond, BC — Neovasc Inc. (TSXV: NVC), a new specialty vascular device company, today announced financial results for the third quarter and nine months ended September 30, 2008.

Neovasc Chief Executive Officer Alexei Marko noted, “These third quarter results, which reflect the first period of Neovasc’s operations as a fully consolidated company, include encouraging signs of progress while also reflecting significant one-time, non-recurring charges and expenses associated with the acquisition and integration of the two Israeli companies now combined into Neovasc. We made important gains during the quarter in integrating our three constituent companies into one well-functioning unit, including significantly streamlining our operations for greater efficiency and maximum effectiveness. We also actively participated in several major interventional cardiology conferences during the quarter, working with key opinion leaders to conduct a number of educational programs that were well-received and reflect the increased marketing focus that we view as essential to our future growth. Our goal is to strengthen our positioning as an innovative vascular intervention company with an exciting pipeline of products and technologies, and we will continue to focus on advancing our existing and new products and expanding our commercial reach."

Financial Results
Results for the three and nine months ended September 30, 2008 follow. All amounts are in Canadian dollars.

Revenues
During the third quarter, revenues increased 169% year-over-year from $218,840 for the quarter ended September 30, 2007 to $587,884 for the quarter ended September 30, 2008. Revenues increased 63% year-over-year from $890,899 for the nine months ended September 30, 2007 to $1,454,430 for the nine months ended September 30, 2008. The increase in revenues was primarily the result of growth in product sales of Neovasc’s tissue and surgical products and services.

Cost of Sales
The cost of sales and services for the three and nine months ended September 30, 2008 was $283,070 and $711,674 as compared to $105,897 and $426,637 in the comparative periods of 2007. Gross margins remained consistent during these periods. The gross margin for the third quarter of 2008 was 52%, compared to 52% in the third quarter of 2007.

Expenses
Total expenses excluding cost of sales and services for the third quarter of 2008 were $4,307,855, compared to $1,942,259 in the third quarter of 2007, primarily reflecting increased general and administrative costs associated with the acquisitions of the two Israeli companies and the formation of Neovasc, as well as increased investment in research and development. In addition, the Company began the amortization of the intangible, technology assets acquired in the acquisition of B-Balloon and Neovasc Medical. A non-cash amortization charge of $1,064,785 was incurred, which significantly impacted the Total Expense figure. Total expenses for the nine months ended September 30, 2008 and 2007 were $8,413,041 and $6,042,767, respectively.

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

Net Losses
The consolidated net loss for the three and nine months ended September 30, 2008 was $4,004,023 and $7,661,271 or $0.23 and $0.81 basic loss per share as compared with a net loss of $1,802,176 and $5,530,725, or $0.32 and $1.17 per share for the comparative periods in 2007. The increase in net loss in the third quarter of 2008 was primarily the result of increased general and administrative costs associated with the integration of the two companies and the formation of Neovasc, increased investment in research and development and initiation of amortization on the intangible technology assets acquired in the acquisitions.

Cash Position
At September 30, 2008, the Company had cash and cash equivalents of $5,106,522 and restricted cash related to a security on long-term debt of $50,000, as compared to cash of $3,242,404 as of December 31, 2007. At September 30, 2008 the Company had working capital of $4,784,455 as compared to working capital of $3,431,266 at December 31, 2007. Cash reserves were bolstered by an $8,325,004 equity financing the Company completed after the close of the second quarter, on July 1, 2008.

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

NEOVASC INC. (Formerly Medical Ventures Corp.)
Interim Consolidated Balance Sheets

		September 30,			December 31,
		2008			2007
ASSETS
CURRENT
Cash and cash equivalents	$	5,106,522		$	3,242,404
Accounts receivable		512,332			568,964
Inventory (Note 7)		496,205			384,124
Prepaid expenses and other assets (Note 8)		351,229			18,755
		6,466,288			4,214,247
RESTRICTED CASH AND CASH EQUIVALENTS (Note 13)		50,000			50,000
RETIREMENT ASSETS (Note 12)		54,010			-
TECHNOLOGY (Note 10)		20,568,715			-
GOODWILL (Note 11)		3,557,082			-
PROPERTY AND EQUIPMENT (Note 9)		1,447,795			1,425,553
	$	32,143,890		$	5,689,800
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	1,630,217		$	735,310
Current portion of long-term debt		20,297			19,559
Current portion of repayable contribution agreement		31,319			28,112
		1,681,833			782,981
LONG-TERM DEBT (Note 13)		423,899			441,540
REPAYABLE CONTRIBUTION AGREEMENT (Note 14)		286,835			283,959
RETIREMENT LIABILITIES (Note 12)		83,205			-
		2,475,772			1,508,480
SHAREHOLDERS’ EQUITY
Share capital (Note 15)		58,606,916			28,835,081
Contributed surplus (Note 15)		4,352,871			976,637
Deficit		(33,291,669	)		(25,630,398	)
		29,562,179			4,181,320
	$	32,143,890		$	5,689,800

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

NEOVASC INC. (Formerly Medical Ventures Corp.)

Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit

For the three and nine months ended September 30

		Three months ended						Nine months ended
		2008			2007			2008			2007
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
SALES (Note 17)
Product sales	$	547,118		$	185,375		$	1,385,042		$	707,818
Consulting services		40,766			33,465			69,388			182,081
		587,884			218,840			1,454,430			890,899
COST OF SALES,
including underutilized capacity of $25,144		283,070			105,897			711,674			426,637
GROSS PROFIT		304,814			112,943			742,756			464,262
EXPENSES
Selling		816,421			801,805			2,351,416			2,054,124
General and administration		1,297,333			475,247			2,614,981			1,657,453
Product development and clinical trials		1,087,292			618,971			2,123,995			2,061,534
Inventory write down		-			-			94,404			124,170
Amortization		1,106,809			46,236			1,228,245			145,486
		4,307,855			1,942,259			8,413,041			6,042,767
LOSS BEFORE OTHER
INCOME (EXPENSES)		(4,003,041	)		(1,829,316	)		(7,670,285	)		(5,578,505	)
OTHER INCOME (EXPENSES)
Interest income		36,500			59,689			59,803			141,769
Interest on long-term debt		(45,477	)		(2,808	)		(58,012	)		(8,544	)
Accreted interest on repayable
contribution agreement (Note 14)		(3,880	)		-			(11,565	)		-
Gain (Loss) on foreign exchange		11,875			(29,741	)		18,788			(85,445	)
		(982	)		27,140			9,014			47,780
NET LOSS AND COMPREHENSIVE
LOSS FOR THE PERIOD		(4,004,023	)		(1,802,176	)		(7,661,271	)		(5,530,725	)
DEFICIT, BEGINNING OF PERIOD		(29,287,646	)		(21,628,986	)		(25,630,398	)		(17,900,437	)
DEFICIT, END OF PERIOD	$	(33,291,669	)	$	(23,431,162	)	$	(33,291,669	)	$	(23,431,162	)
BASIC LOSS PER SHARE	$	(0.23	)	$	(0.32	)	$	(0.81	)	$	(1.17	)
FULLY DILUTED LOSS PER SHARE	$	(0.21	)	$	(0.32	)	$	(0.77	)	$	(1.17	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		17,701,276			5,560,477			9,607,410			4,725,886
WEIGHTED AVERAGE NUMBER OF
FULLY DILUTED SHARES OUTSTANDING		18,901,403			5,560,477			10,007,456			4,725,886

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

NEOVASC INC. (Formerly Medical Ventures Corp.)

Interim Consolidated Statements of Cash Flows

For the three and six months ended June 30

		Three months ended						Nine months ended
		2008			2007			2008			2007
OPERATING ACTIVITIES
Net loss for the period	$	(4,004,023	)	$	(1,802,176	)	$	(7,661,271	)	$	(5,530,725	)
Items not affecting cash
Inventory write down		-			-			94,404			124,170
Amortization		1,106,809			46,236			1,228,245			145,486
Interest on repayable contribution agreement		3,880			-			11,565			-
Stock-based compensation		273,687			44,770			303,427			138,528
		(2,619,647	)		(1,711,170	)		(6,023,630	)		(5,122,541	)
Change in non-cash operating assets and liabilities
Accounts receivable		(171,684	)		(53,382	)		56,632			(109,859	)
Inventory		(118,451	)		5,570			(206,485	)		141,218
Prepaid expenses and other assets		255,610			48,883			86,025			42,605
Retirement assets		34,388			-			34,388			-
Accounts payable and accrued liabilities		(150,910	)		30,018			(45,417	)		336,906
Retirement liabilities		(25,604	)		-			(25,604	)		-
		(2,796,298	)		(1,680,081	)		(6,124,091	)		(4,711,671	)
INVESTING ACTIVITY
Acquisition of business, net of cash of $781,008
B-Balloon Ltd.		(274,858	)		-			(274,858	)		-
Neovasc Medical Ltd.		210,625			-			210,625			-
Accounts payable on acquisitions		273,046			-			273,046			-
Purchase of property and equipment		(59,175	)		(492,665	)		(72,867	)		(525,807	)
		149,638			(492,665	)		135,946			(525,807	)
FINANCING ACTIVITIES
Increase in long-term debt		-			298,911			-			298,911
Repayment of long-term debt		(4,868	)		(1,548	)		(16,903	)		(11,748	)
Repayment of loan from related party of B-Balloon		(356,440	)		-			(356,440	)		-
Repayment of repayable contribution agreement		(1,099	)		(1,161	)		(5,482	)		(3,717	)
Proceeds from share issue, net of costs		8,231,088			-			8,231,088			7,251,421
		7,868,681			296,202			7,852,263			7,534,867
(DECREASE)/INCREASE IN CASH		5,222,021			(1,876,544	)		1,864,118			2,297,389
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		(115,499	)		6,872,668			3,242,404			2,698,735
END OF PERIOD	$	5,106,522		$	4,996,124		$	5,106,522		$	4,996,124
REPRESENTED BY:
(Bank Overdraft)/Cash		287,849			516,580			287,849			516,580
Cashable guaranteed investment certificates		4,818,673			4,479,544			4,818,673			4,479,544
	$	5,106,522		$	4,996,124		$	5,106,522		$	4,996,124
NON CASH TRANSACTIONS
Change in Asset Use (Note 9)		-			-			-			53,592
Issuance of shares to acquire					-
B-Balloon and Neovasc Medical (Note 4)		24,613,554			-			24,613,554			-
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		7,417			2,494			19,952			8,544

13700 Mayfield Place, Suite 2135
Richmond BC V6V 2E4 Canada
P:604.270.4344
F:604.270.4384
www.neovasc.com

About Neovasc Inc.
Neovasc Inc. develops, manufactures and markets medical devices for the rapidly growing vascular and surgical marketplace. The company's current products help doctors diagnose and treat a wide range of health conditions, including vascular diseases and obesity. They include the Metricath® arterial and in-stent measurement system, and PeriPatch™ surgical tissue and staple line reinforcement products. Neovasc also provides contract medical device development and manufacturing services as well as a pipeline of newly acquired technologies and products. For more information, visit: www.neovasc.com.

###

Statements contained herein that are not based on historical or current fact, including without limitation statements containing the words “anticipates,” “believes,” “may,” “continues,” “estimates,” “expects,” and “will” and words of similar import, constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both nationally and in the regions in which the Company operates; history of losses and lack of and uncertainty of revenues, ability to obtain required financing, receipt of regulatory approval of product candidates, ability to properly integrate newly acquired businesses, technology changes; competition; changes in business strategy or development plans; the ability to attract and retain qualified personnel; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; liability and other claims asserted against the Company; and other factors referenced in the Company’s filings with Canadian securities regulators. Although the Company believes that expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to the future results, approvals or achievements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not assume the obligation to update any forward-looking statements except as otherwise required by applicable law.

Chief Financial Officer
Neovasc Inc
Chris Clark
604-270-4344

U.S. Investor and Media Contact:
GendeLLindheim BioCom Partners
Barbara Lindheim
212-918-4650

EX-99.6

 

13700 Mayfield Place, Suite 2135
Richmond, BC V6V 2E4 Canada
Phone: 604-270-4344
Fax: 604-270-4384
www.neovasc.com

Neovasc Reports Development Progress, Streamlined Operations
and Issuance of Options

     --Promotes Commercial Products at Major Cardiology Conferences--
--Convenes Opinion Leaders to Assist Product Development Efforts—
--Achieves Efficiencies and Conserves Cash by Consolidating R&D Operations—

November 3, 2008 – Vancouver, BC, Canada – Neovasc Inc. (TSXV: NVC), a new specialty vascular device company, today reported on its commercial and product development progress, the consolidation and streamlining of its R&D operations, including the appointment of a noted interventional cardiologist as Medical Director, and the issuance of options.

Commercial and Development Progress
Neovasc recently showcased its commercially available products, including its innovative Metricath® intravascular measurement system and its ^MatrixBP^{™ biologic vascular patch for} carotid procedures at several major cardiovascular medical conferences including New Cardiovascular Horizons (NCVH), Vascular Interventional Advances (VIVA), TransCatheter Therapeutics (TCT) and the Canadian Cardiovascular Congress (CCC). A number of key opinion leaders conducted scientific talks and seminars in support of Neovasc’s products at these conferences and leading interventional cardiologists and vascular surgeons also participated in a series of new product development meetings sponsored by Neovasc.

Metricath was featured during NCVH “live case” seminars and in symposiums at VIVA. A breakfast symposium at TCT highlighted the benefits of Metricath with presentations by Dr. Jorge Saucedo, Oklahoma University Medical Center, Dr. Rajesh Dave, Pinnacle Health Heart and Vascular Institute at Harrisburg Hospital, Dr. Raed Aqel, Birmingham VA Medical Center and Dr. David Allie, Cardiovascular Institute of the South/Lafayette. Dr. Allie also presented an abstract for a Metricath study in patients with IPA, a common type of artery disease, in which he concludes that without Metricath, the “primary operator over or underestimated the Metricath-determined vessel size…in more than 50% of cases, and the final treatment frequently changed” [when Metricath measurements were used]. Dr. Allie’s full study demonstrating the impact of Metricath on assuring optimal treatment is expected to be published in a peer-reviewed journal soon.

The recent product development meetings focused on Neovasc’s pipeline of innovative new products including Reducer™, a coronary sinus stent for the treatment of chronic refractory angina and the Ostial product line targeting difficult-to-stent lesions occurring at the origin of an artery. Participating opinion leaders provided valuable counsel on development plans, and many expressed enthusiasm about the potential of these product candidates to provide important benefits to physicians and patients. Neovasc intends to provide further details about timelines and clinical strategies as these products proceed toward commercialization.

“We’ve made great progress in the past few months in advancing our commercially available products and in developing our new product pipeline,” said Alexei Marko, CEO and President of Neovasc. “These recent conferences were an excellent opportunity to involve key medical leaders in educating the medical community about the value of our existing products, as well as in obtaining their insights on achieving timely commercialization and optimal positioning for our

exciting new products. We look forward to reporting on further progress in our current and new product efforts in the coming months.”

Streamlined Operations and Appointment of Medical Director
Following the successful merger of the three former companies that comprise Neovasc (Medical Ventures Corp, Neovasc Medical Ltd, and B-Balloon Ltd.), the company recently took steps to streamline its operations and reduce costs, cutting staff in its Vancouver and Israel operations to realize an overall company headcount reduction of 25%. By focusing on redundancies in the three organizations, management believes that these staff reductions will increase efficiencies without impacting product development operations or timelines. Neovasc also announced the appointment of Prof. Shmuel Banai, an internationally recognized interventional cardiologist and researcher, as Medical Director of Neovasc. Prof. Banai had overall responsibility for the initial development of the company’s Reducer and Ostial product candidates and brings more than 25 years of leadership in the interventional cardiology field to Neovasc.

Issuance of Options
On October 31, 2008 the company granted options to its employees, senior officers and directors to acquire a total of 1,157,077 common shares of Neovasc at an exercise price of $1.15 per share expiring on October 31, 2013. Alexei Marko, CEO of Neovasc was granted 290,250 options and CFO Chris Clark was granted 118,750 options. Neovasc directors Paul Geyer, Dr. Jane Hsiao, Steven Rubin and Douglas Janzen were each granted 15,000 options, and directors Dr. William O’Neill and Boaz Lifschitz were each granted 10,000 options. The options will vest 20% immediately and 20% on each anniversary of the grant date for the next four years. The market price at close of previous day was $0.28. The grant of these options is in accordance with the existing stock option plan.

About Neovasc Inc
Neovasc Inc. (formerly Medical Ventures Corp.), is a new specialty vascular device company that develops, manufactures and markets medical devices for the rapidly growing vascular and surgical marketplace. Neovasc is comprised of the former Medical Ventures, Neovasc Medical Ltd. and B-Balloon Ltd. The company's current products include Metricath® for intravascular measurement and PeriPatch™ surgical tissue and staple line reinforcement products. Neovasc has a development pipeline of innovative new products, and provides contract medical device development and manufacturing services. For more information, visit: www.neovasc.com.

Statements contained herein that are not based on historical or current fact, including without limitation statements containing the words “anticipates,” “believes,” “may,” “continues,” “estimates,” “expects,” and “will” and words of similar import, constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, both nationally and in the regions in which the Company operates; history of losses and lack of and uncertainty of revenues, ability to obtain required financing, receipt of regulatory approval of product candidates, ability to properly integrate newly acquired businesses, technology changes; competition; changes in business strategy or development plans; the ability to attract and retain qualified personnel; existing governmental regulations and changes in, or the failure to comply with, governmental regulations; liability and other claims asserted against the Company; and other factors referenced in the Company’s filings with Canadian securities regulators. Although the Company believes that expectations conveyed by the forward-looking statements are reasonable based on the information available to it on the date such statements were made, no assurances can be given as to the future results, approvals or achievements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not assume the obligation to update any forward-looking statements except as otherwise required by applicable law.

###

Corporate contact:	U.S. media & investor contact:
Neovasc Inc.	GendeLLindheim BioCom Partners
Chris Clark	Barbara Lindheim
604 249-4138	212-918-4650