U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                   FORM 20-FA
                            -------------------------

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934.

[X] ANNUAL



REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED 28TH FEBRUARY 2002

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  TRANSACTION  PERIOD  FROM  ______________  TO
______________________

                         Commission File Number 0-20420

                                 CALCITECH LTD.
             (Exact name of Registrant as specified in its charter)

                 A CORPORATION FORMED UNDER THE LAWS OF BERMUDA
                 ----------------------------------------------
                 (Jurisdiction of Incorporation or Organization)

                               13 chemin du Levant
                              01210 Ferney-Voltaire
                                     France
                    (Address of principal executive offices)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act

                                  Common Shares
                                (Title of Class)

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: NONE

The number of outstanding Common Shares as of February 28, 2002 is 43,724,179.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark which financial statement item the registrant has elected
to follow.

Item 17  [X]               Item 18  [   ]
          -



<PAGE>
                                     PART I


         The following discussion contains forward-looking statements regarding
events and financial trends which may affect CalciTech Ltd.'s (the "Company")
future operating results and financial position. Such statements are subject to
risks and uncertainties that could cause the Company's actual results and
financial position to differ materially from those anticipated in forward
looking statements. These factors include, but are not limited to, the fact that
the Company is in the development stage, will need additional financing to build
its proposed plants and will be subject to certain technological risks
associated with scaling up production to a commercial level, all of which
factors are set forth in more detail in the section entitled "Risk Factors" in
Item 3.D. and "Operating and Financial Review and Prospects" at Item 5.

Item 1.  Identity of Directors, Senior Management and Advisors

         Not Applicable.

Item 2.  Offer Statistics and Expected Timetable

         Not Applicable.

Item 3.  Key Information.

The Company has amended its 20F for 2002 to reflect the following adjustments.
The restatement adjustments were made with respect to the accounting for
development activities and convertible debt, as described in Note 2, Restatement
of Previously Issued Financial Statements, to the restated consolidated
financial statements. As described in Note 15, the Company has also restated its
net loss in accordance with US GAAP to reflect the beneficial conversion feature
embedded in the credit facility. Share option expense was restated to account
for the reclassification of certain options as fixed that were previously
accounted for as variable.

A.       Selected Financial Information

         The following tables set forth selected financial data regarding the
Company's operating results and financial position prepared in accordance with
International Accounting Standards (IAS) and accounting principles generally
accepted in the United States (U.S. GAAP). This data has been derived from the
Company's restated financial statements. The following table sets forth selected
financial data with respect to the Company and is qualified in its entirety by,
and should be read in conjunction with, the restated financial statements and
notes thereto for the fiscal year ended February 28, 2002 included elsewhere in
this annual report. Historical information for periods prior to the fiscal year
ended February 28, 2001 are derived from restated financial statements, not
included herein. The financial data for fiscal years 2002, 2001, 2000, 1999 and
1998 are presented on a consolidated basis.

         All  financial  information  is  presented  in  U.S.  dollars,   unless
indicated otherwise.


                                       1
<PAGE>




  INTERNATIONAL ACCOUNTING STANDARDS
  ----------------------------------
<TABLE>
<CAPTION>

                                                                     Restated
                                                                     --------

                                             2002             2001              2000             1999              1998
                                             ----             ----              ----             ----              ----
  Operations Data

<S>                                         <C>              <C>               <C>              <C>          <C>
  Revenue                                   $ NIL            $ NIL             $ NIL            $ NIL        $1,202,000

  Income      (loss)      from        (2,035,000)      (2,161,000)       (2,302,000)      (2,741,000)       (4,665,000)
  operations

  Net Loss                              2,518,000        2,533,000         2,558,000       13,977,000         6,214,000
                                        =========        =========         =========       ==========         =========

  Number of shares                     43,724,179       43,724,179        39,724,179       29,917,386        26,938,663

  Loss per Common Share                   (0.058)          (0.063)           (0.083)          (0.467)           (0.231)

  Balance Sheet Data
  Cumulative Deferred                           -                -                 -                -                 -
  Development Expenditure

  Total Assets                            285,000          256,000         1,270,000        1,884,000        13,865,000
                                          -------          -------         ---------        ---------        ----------

  Long Term Obligations                 2,455,000        2,666,000         2,820,000        1,543,000         1,052,000

  Capital Stock                         1,778,000        1,778,000         1,775,000        1,768,000         1,766,000
                                        ---------        ---------         ---------        ---------         ---------

  Total Stockholders' Equity          ($3,600,000)     ($3,146,000)      ($2,211,000)       ($397,000)      $12,105,000
  / (Deficiency)                     ------------     ------------      ------------       ----------       -----------

  U.S. GENERAL ACCEPTED
  ---------------------
  ACCOUNTING PRINCIPALS
  ---------------------

  Operations Data
  Revenue                                   $ NIL            $ NIL              $NIL            $ NIL       $ 1,202,000

  Income (loss)from operations         (2,283,000)      (2,213,000)       (2,302,000)      (2,741,000)       (4,665,000)

  Net Loss                             $3,459,000       $2,825,000        $3,028,000      $14,451,000        $6,499,000
                                       ==========       ==========        ==========      ===========        ==========

  Loss Per Common Share                   ($0.079)         ($0.071)          ($0.098)         ($0.483)          ($0.241)


  Balance Sheet Data

  Deferred Development                          -                -                 -                -                 -
  Expenditure

  Total Assets                          $ 285,000        $ 256,000        $1,270,000       $1,884,000      $ 13,865,000
                                        ---------        ---------        ----------       ----------      ------------

     Long Term Obligations             $4,868,000       $3,911,000        $2,820,000       $1,543,000        $1,052,000



  Total Stockholders' Equity         ($ 7,233,000)   ($ 4,391,000)       ($2,211,000)     ($7,751,000)       $4,024,000
  / (Deficiency)                     ------------     ------------      ------------       ----------       -----------

</TABLE>


                                       2
<PAGE>

B.       Capitalization and Indebtedness.

         Not Applicable.

C.       Reasons for the offer and use of proceeds

         Not Applicable.

D.       Risk Factors.

         The future success of the Company will be affected by many factors that
are frequently associated with the development of a new business, which include,
but are not limited to, the following:

         We Have Incurred Net Losses Since Our Inception and Expect Losses to
Continue. Except for net income of $732,000 for fiscal 1996, we have not been
profitable since our inception. No revenues have been earned since the financial
year ended February 28, 1999 inclusively. For the fiscal year ended February 28,
2002, we had a net loss of $2,518,000 and an accumulated deficit on February 28,
2002 of $35,113,000. The report of independent auditors on our February 28, 2002
restated financial statements includes an explanatory paragraph indicating there
is substantial doubt about our ability to continue as a going concern. Although
we are executing on our business plan to produce and market Precipitated Calcium
Carbonate ("PCC"), continuing losses will impair our ability to fully meet plant
construction and expansion goals and will further impair our ability to meet
continuing operating expenses. Lack of operating funds may result in staff
reductions and curtailing the construction currently planned. See risk factor
entitled "If We Are Unable to Raise Funds Our Growth May Be Adversely Affected"
below.

         If We Are Unable to Raise Funds Our Growth May Be Adversely Affected.
Historically, we have had to seek capital for research and development of our
PCC due to lack of revenues. Based on proceeds of approximately $2,000,000 from
the Company's February 2002 sale of Convertible Debentures and common shares and
the available amount of $2,957,000 of a $5,000,000 line of credit with Epsom, we
believe we will have sufficient working capital to continue current operations
for the next 12 months. However, if we do not raise $10 million the Company will
be unable to build the first phase of its planned plant. The second phase will
require $180 million. The Company believes that due to the environmental aspect
of the technology, substantial grants and loans will be available. However, in
the event that there is a cash shortage and we are unable to obtain a debt
financing or grants, additional equity financing will be required. The proposed
plants in Germany and the Slovak Republic will also require additional funds, if
the Company's revenues or grants are unable to cover the building expenses.
Seeking additional financing would dilute the ownership of existing
shareholders.

         Our Inability to Protect Our Patents and Other Proprietary Rights Could
Adversely Impact Our Competitive Position. We believe that our patents and other
proprietary rights are important to our success and our competitive position.
Accordingly, we devote substantial resources to the establishment and protection
of our patents and proprietary rights. We currently hold patents for processes
and have patents pending for additional processes that we intend to use to
market PCC. However, our actions to establish and protect our patents and other
proprietary rights may be inadequate to prevent others from using our process
outside of the jurisdiction of our patent or to prevent others from claiming
violations of their patents and proprietary rights by us. If our processes are
challenged as infringing upon patents of other parties, we will be required to
modify our processes, obtain a license or litigate the issue, all of which may
have an adverse business effect on us.


                                       3
<PAGE>


         Failure to Protect Our Trade Secrets May Assist Our Competitors. We
protect our trade secrets and proprietary know-how for our processes by various
methods, including the use of confidentiality agreements with employees and
strategic partners. However, such methods may not provide complete protection
and there can be no assurance that others will not obtain our know-how or
independently develop the same or similar technology. We prepare and file for
patent protection on aspects of our technology, which we think will be
integrated into final processes early in research phases, thereby limiting the
potential risks.

         We Have Never Produced PCC on a Commercial Scale. The Company has been
operating a 10 kg per hour pilot plant based in Norway which has recently been
moved to Leuna in Germany. The equipment has now been scaled up on a ratio of
approximately 60:1 but still requires to be scaled up on a ratio of
approximately 20:1 at the next stage. Although specialist suppliers of
filtration and drying equipment have conducted trials for the Company and found
the scale up ratio to be within acceptable limits, there are no guarantees that
the technology will operate as planned or that costs for additional
modifications will not occur.

         Our Competitors May Develop a Competing Technology. The Company's
competitive advantage depends on its ability to use waste lime, which is a waste
product available at little or no cost. If competitors are able to develop a
competing technology, the Company may no longer have the free or low cost source
of raw material.

         Our PCC Product is at Initial Market Introduction and We Are Not Sure
the Market Will Accept it. The market acceptance of PCC produced by our process
for use in pharmaceutical and food additives will depend upon consumers and
members of the medical community accepting them. Although the Company's process
could produce pure PCC from waste lime, there is no assurance that the Company
will be able to convince customers of this, limiting the number of potential
customers for our product to paper or chemical producers. Failure to achieve
significant market share in these industries could have material adverse effects
on our long-term business, financial condition and results of operation.

         Existing  shareholders may be diluted if the holders of the Convertible
Debentures chose to convert. The holders of the Convertible  Debenture may after
two years or on any prior  dividend  payment  date up to  maturity,  convert the
amount  outstanding  into  common  shares at the  greater of 75% of the  average
closing  price for the ten trading  days prior to the  conversion  or the market
price at date of the sale of the debenture.

Item 4.  Information on the Company

A.       History and Development of the Company

         CalciTech Ltd. (the "Company" or "CalciTech"), a Bermuda Company is a
development stage company that has developed a new process for manufacturing
high quality Precipitated Calcium Carbonate ("PCC"). The Company's process
produces PCC from waste lime and air polluting carbon dioxide. PCC is a white
pigment. It is also a calcium source for pharmaceuticals and food. As of the
date of this report, the Company has no facilities to commence production of PCC
on a full commercial scale.

         Originally, the Company was formed on November 9, 1978, under the laws
of British Columbia, Canada with the name Cornwall Petroleum & Resources Ltd.
The Company then changed its name to Rexplore Resources International Limited
and was engaged in petroleum and resource development. In December of 1987, the
Company was restructured and the prior management replaced in connection with
the acquisition of a license to develop Trylene Gas. In July of 1994, the
Company changed its domicile from British Columbia, Canada to Bermuda and
changed its name from Kemgas Sydney Ltd. to Kemgas Ltd. On July 25, 2000, the
Company changed its name from Kemgas Ltd. to its present name, CalciTech Ltd.,
to better reflect the Company's change in business to the production and sale of
PCC.

                                       4
<PAGE>

         The Company has four wholly owned subsidiaries, CalciTech Group
Services SARL, a French corporation, Kemgas North American Inc., a Delaware
corporation and CalciTech Holdings Aps, a Danish corporation. The Company also
owns through its CalciTech Holdings Aps, a 51% interest in CalciTech Odda A.S.,
a Norwegian corporation and a 100% interest in CalciTech Deutschland GmbH, a
German corporation. The term "Company" or "CalciTech" hereinafter refers to
CalciTech Ltd. and its subsidiaries.

         The Company's administrative headquarters are located at 13 chemin du
Levant, 01210 Ferney-Voltaire, France. The Company has no full scale commercial
plants at present. It is engaged in product development in a small scale
production plant located in Leuna, Germany. The small scale production plant,
whilst not a full size commercial plant, is also a commercial plant. It is
intended that once it has been proven that the final product is suited to both
the paper industry and the food and pharmaceutical industries, the 800 tons per
year produced will be sold. Through joint ventures, the Company engaged in the
development and preliminary stages for planned full scale commercial plants in
Norway, Germany and Slovak Republic. See "B. Business Overview - Business
Activities."No assurance can be given that the planned plants will be
economically or technically feasible. The Company has generated no cash flows
from its operations. See "Item 3D Risk Factors."

B.       Business Overview

Principal Product - Precipitated Calcium Carbonate ("PCC")

         Since June of 1999, the Company has actively pursued its plan to
develop and commercialize PCC from waste lime using the Company's own
proprietary process. Acutely aware of the industrial waste created from the
production of acetylene gas, a former business of the Company, the Company has
moved forward to develop a method to extract a commercial product from what is
considered to be waste product. Waste lime is generated from (i) the production
of acetylene gas, (ii) manufacture of dicyandiamide from calcium cyanamide and
(iii) manufacture of other chemical and mineral processes. In its pursuit to
turn an environmental problem into a commercially viable business, the Company
developed its proprietary process to extract and produce quality PCC from waste
lime. PCC is a white filler pigment and is used for paper filling and coating,
and is used in paint, polymers, food and pharmaceuticals.

         Currently, the Company has formed joint ventures to build PCC
production plants and is engaged in market research for potential customers
needing PCC. The Company will need to raise additional funds through loans from
business partners, debt or equity financing and/or through environmental grants
from authorities to build its initial plants. Initially, the Company plans to
enter the market by building two or three commercial plants in joint ventures
with financial or industry partners. Assuming commercial success with its
initial plants, the Company plans to use revenue from prior plants to build
twenty or more additional plants over the next ten years.

         Below is a discussion of the Company's proprietary process,
conventional PCC production and the Company's current activities by site.

                                       5
<PAGE>

PCC Process

         The Company's PCC process can utilize most grades of lime, including
low quality lime or industrial waste lime such as carbide lime. In the Company's
process, the carbide lime is mixed with a solution of water and a proprietary
promoter in a digester, which selectively dissolves the calcium and leaves the
impurities behind as insoluble solids, which are readily removed by subsequent
flocculation. The clear calcium solution is then pumped into a reactor into
which carbon dioxide from any industrial emission source is passed to produce
precipitated calcium carbonate. After the PCC product is filtered off, the
promoter solution is recycled back into the digester. The PCC can be supplied
directly as slurry or dried and bagged for market.

         By the use of this process, the Company reduces waste lime and carbon
dioxide emissions into the environment. Carbide lime is a waste problem in many
countries. Currently, waste lime is stored in large ponds with no or very
limited disposal processes available. Its high pH has potential pollution
impacts to soil and ground water. This is a common environmental problem in the
former Eastern Block countries, including the eastern section of Germany and
Slovakia and remains a problem in other industrial nations. Many of these
governments have programs for the clean up of these ponds, which gives the
Company the opportunity to have sources of free or low cost waste lime. Many
private companies are also willing to supply waste lime at little or no cost
because they have limited storage for the waste lime. Additionally, each year
over half a million tons of waste lime is created as a byproduct of on-going
acetylene plants alone.

Competition

         Other PCC producers must use the conventional method for producing PCC
starting from high grade limestone. High-grade limestone deposits are found in
quarries that must be mined, creating dust and noise pollution and leaving scars
on the land. The conventional process involves calcining high quality white
limestone to produce high purity quicklime. The quicklime is slaked with water
to create milk of lime. PCC is produced by sparging carbon dioxide through a
batch reactor containing the milk of lime, then the PCC is filtered and sold
dried or as concentrate.

Patents

         The Company currently holds the United Kingdom patent for its process
of transforming waste lime into high quality PCC. An international application
was filed under the Patent Cooperation Treaty in December of 1999 to expand the
protection of the Company's intellectual property on an international level. The
patent examination was successfully completed in May 2001 and the Company has
implemented patent registration in an extensive number of countries worldwide.



Development of the PCC Technology

         The research and development of the Company's PCC process began in 1994
with J.W. Bunger & Associates, a technical research company based in Salt Lake
City, USA. This led to a research project associated with the Swiss Federal
Institute of Technology in Lausanne, Switzerland and University of Lyon in
France. The Company began a pilot project in Manchester, England, which ran
between September 1998 and November 1999. During the pilot project, the Company
was successful in converting waste-lime into high quality PCC.

                                       6
<PAGE>

         Worldwide, 6 million tons of PCC are produced each year. International
sales of PCC total approximately U.S. $1.3 billion per year.

         On July 8, 2002, the Company announced that it had successfully
commissioned and fine-tuned its Precipitated Calcium Carbonate "PCC" small scale
production plant at Leuna, Germany. This small plant has a production capacity
of 800 tons per annum. A well equipped laboratory facility has also been
installed adjacent to the plant. Confirmation and fine-tuning of the key
operational parameters of this plant was necessary as a result of the large
scale-up from the original pilot plant. This plant is capable of meeting all
bulk sample production requirements generally required for paper trials. Its
on-going function will be the testing of raw materials from various other sites
located around the world in order to ascertain not only their suitability to the
PCC process but also the quality of PCC that can be produced. A fee for this
testing will be charged. All this is achieved directly in the precipitation
reactor avoiding the need for classification and thus ensuring a high product
yield at low cost.


         The plant up-cycles carbide lime from the nearby Hochhalde Deposit at
Schkopau using on-site CO2. This plant is now capable of consistently producing
a wide range of PCC products from nano-sized crystals to large monolithic
crystals of up to 20 microns, all with a brightness of over 96% ISO and narrow
span.


Business Activity : Small scale production plant

The small scale production plant, whilst not a full size commercial plant, is,
nevertheless, a commercial plant. It is intended that once it has been proven
that the final product is suited to both the paper industry and the food and
pharmaceutical industries, the 800 tons per year produced will be sold. High
grade PCC for the pharmaceutical industry is often sold in relatively small
amounts. This product can command prices in excess of USD 700 per ton.



Business Activity: Norway

         After proving its theory in practice, the Company entered into a
memorandum of understanding with the Norwegian Company, Odda Smelteverk AS
("Odda") leading to an agreement to form a joint venture for the production and
sale of PCC in Norway. Odda creates black waste lime as part of its production
of dicyandiamide. In the past, Odda has failed to make use of this black waste
lime. As part of its environmental regulation compliance, it must reduce its
emission of black waste lime. Black waste lime from an Odda plant was
transferred to England and successfully converted as part of the pilot program.

         The Company owns 51% of the joint venture, CalciTech Odda A.S., through
its subsidiary, CalciTech Holdings Aps. CalciTech Odda A.S. planned to build a
full commercial scale, producing at least 40,000 tons of PCC per year to sell to
the Scandinavian market, with further plant expansions thereafter, following the
expected expansion of Odda's capacity and production of black waste lime. Due to
delays the Company is now planning to build the first plant of 40,000 tpa at its
site in Leuna, Germany. The plant at Odda will now fall into a Phase II building
program.


                                       7
<PAGE>

Business Activity: Germany

         In 2003, the Company currently plans to build its first German PCC
plant with production scheduled to begin in 2004. The Company signed an
agreement with the German government agency, Mitteldeutsche Sanierungs - und
Entsorgungsgesellschaft mbH ("MDSE"), on March 2, 2000, giving the Company
exclusive access to the carbide lime stored in a portion of MDSE's waste dump in
Schkopau, Germany and an option to purchase an additional waste pond. In these
transactions, the Company will have access to over 1 million tons of carbide
lime. MDSE is the government agency responsible for the management of the
Environmental Legacy of Eastern Germany. This program to eliminate historical
waste lime is part of MDSE's plan for landscape recovery.

         The first proposed full scale German plant is to be located in Leuna
near Leipzig, Germany, located twelve kilometers from the Schkopau waste lime
dump. The plant is planned to produce over 40,000 tons of PCC per year. In the
Leipzig area, there are over 10 million tons of waste material. The waste lime
was created as a by-product of producing acetylene gas, which was important for
the former Eastern Block economies. At this site, the Company will have
unlimited access to 92% pure flue CO2 from the local oil refinery's stack
emissions after hydrogen extraction by Linde AG.

         The German federal state of Sachsen-Anhalt and its government agency
Wirtschaftsforderungsgesellschaft fur das Land Sachsen-Anhalt mbH ("WISA")
informed the Company that it is eligible for a grant that will pay up to 47% of
the capital costs of the production plants located in Leuna. The Company will
fund the other 53% with regional loans and future equity financing. The Company
will produce slurry and dry products for sale in Germany and neighboring
countries. Germany is currently the largest producer of coated paper, which uses
PCC in its production. PCC is currently valued in Germany at over $200 per ton.

Business Activity: Slovak Republic

         The Company signed a memorandum of understanding with Novaky Chemical
Company ("Novaky") to form a joint venture company to produce PCC from Novaky's
waste lime. Novaky currently has over 1.5 million tons of waste lime in
temporary storage and continues to produce more in its ongoing acetylene
production. The Company is currently studying the technical, financial and
marketing feasibility of a large production facility plant to serve the Central
European market.

         Under the terms of the memorandum of understanding, CalciTech will
control the joint venture. The Company expects the project to qualify for
environmental and investment incentives from the Slovak Republic.

Bubbletube

         To address the problems associated with scaling up of reactors in the
chemical industry from a small pilot plant to full-scale production, the Company
worked with the Swiss Federal Institute of Technology in Lausanne in a project
sponsored by the European Commission called the "Bubbletube." Scaling up can
take about a third of the time it takes to bring a product to market and often
affects its quality and yield.

         In November 2000, the Company received the European patent for the
Bubbletube. The Bubbletube is a new tubular segmented plug flow reactor for the
synthesis of fine powders by precipitation. The technology uses two non-miscible
fluids to generate micro reactors in which the precipitation reagents are
thoroughly mixed. The micro-reactors yield precipitated particles that are
uniform, small with a controlled morphology. Although this technology may have
future uses for PCC, it is not expected to have uses in the PCC technology the
Company is currently bringing in to use. The Company's participation with Ecole
Polytechnique Federale de Laussane ("EPFL") led to its acquisition of patent
rights with the agreement to license certain fields, particularly in the area of
Ceramics, back to EPFL. The Company is currently the financial coordinator of a
development program consisting of seven participating organizations funded by a
three million Euro grant from the European Union. The Company participates in
the market research element of this development.

                                       8
<PAGE>

         No value was assigned to the Bubbletube patent in the Company's
restated financial statements.

Other Products, Patents and Licenses

         The Company  holds  licenses to develop,  produce and sell Trylene Gas,
which is an acetylene  based fuel gas. The Company also holds a Canadian  patent
covering certain  processes  producing  Calcium  Carbonates (No.  1179138).  The
Company's  Canadian  patent No. 1145113 expired on April 27, 2000 and patent No.
11791138  expired on December  11,  2001.  The Company also holds a license to a
U.S.  patent  on an  acetylene  gas  process.  Currently,  the  Company  is  not
exploiting  these  patents or licenses  which were not assigned any value in the
restated financial statements.

Financing

         In June of 1995, the Company acquired 51% of the outstanding shares of
Kemgas Corporation Inc. ("KCI") in exchange for 5,187,505 units, each unit
consisting of one common share and $1.00 in the form of a 7.5% redeemable
convertible note which would be redeemed for $1.00 plus accrued interest in cash
or converted into common shares at $2.40 per share and a warrant to acquire one
common share at an exercise price of $2.40 during the first 12 months and $3.00
in the second 12 months. As part of the acquisition, the Company assumed options
to acquire 1,050,000 common shares of KCI, which granted the option holder the
right to acquire one common share and $1.00 in the form of a 7.5% redeemable
convertible note which would be redeemed for $1.00 plus accrued and unpaid
interest in cash or converted into common shares at an exercise price of $2.40
per share and a warrant to acquire one common share at the exercise price of
$2.40 during the first 12 months and $3.40 during the second 12 months.

         On February 25, 2000, the Company's 7.5% redeemable note for
$7,202,643, ($5,562,505 principal and $1,640,138 accrued interest) was converted
into common shares of the Company. The 7.5% redeemable note was converted at a
rate of $1.00 per share for a total of 7,202,643 shares. KCI was liquidated in
1998 and all assets and liabilities were transferred to the Company.

         On February 23, 1998, the Company completed a private placement
agreement selling shares of common shares. The shares were accepted for listing
on the Vancouver Stock Exchange. The Company issued 3.8 million shares at a
price of CDN $1.50, subject to a four month trading restriction, in exchange for
proceeds of approximately CDN $5,700,000 (approximately US $4,007,000). In
addition a warrant for every two new shares was issued to purchase one common
share at a purchase price equal to CDN $1.75 per share during the first year and
CDN $2.00 per share during the second year after which they expired. The
proceeds have been used as follows:

         Finder's Fees                                 $   200,000
         Research and Development                      $ 2,457,000
         Marketing and Sales                           $   350,000
         General Administration                        $ 1,000,000
                                                        ----------
         Total                                         $ 4,007,000
                                                        ==========

                                       9
<PAGE>

         On February 26, 1999, the Company entered into a credit facility
agreement with Epsom Investment Services NV ("Epsom"). Under the agreement,
Epsom exercised its right to convert $1,400,000 into 2,978,723 common shares and
a further $600,000 into 2,429,150 common shares, which were subject to a
four-month trading restriction. Subsequently, Epsom entered into an additional
credit facility agreement for up to $5,000,000 with a repayment date of March 3,
2001. This was since extended to March 5, 2003 for no additional consideration.
During the financial year to February 28, 2001, Epsom exercised its right to
convert $500,000 into 4,000,000 common shares.

         In February 2001, the Company entered into an agreement for the
placement of 8% convertible debentures in the sum of $1,500,000. Interest will
be payable quarterly. Investors may after two years convert the convertible
debentures into common shares at the greater of 75% of the average closing price
for the ten trading days prior to the conversion or the market price per share
at the time of closing. The investors also received warrants to purchase 20,000
common shares for every US$100,000 invested exercisable for a two-year period at
125% of the closing average offer price for the previous ten trading days.

         The Company may redeem the convertible debentures in whole or part at
any time up to two years or prior to a notice by an investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors pay put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested was paid.

         In November 2001, the Company entered into an agreement for the
placement of 8% convertible debentures in the sum of $2,500,000. Interest will
be payable quarterly. Investors may after two years convert the convertible
debentures into common shares at the greater of 75% of the average closing price
for the ten trading days prior to the conversion or the market price per share
at the time of closing. The investors also received warrants to purchase 20,000
common shares for every US$100,000 invested exercisable for a two-year period at
125% of the closing average offer price for the previous ten trading days.

         The Company may redeem the convertible debentures in whole or part at
any time up to two years or prior to a notice by an investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors pay put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested was paid.

         In February 2002, the Company entered into an agreement for the
placement of 4,933,091 common shares, priced at CDN$ 0.55 with a twelve month
warrant to purchase an additional common share for each share taken down at CDN$
0.66, and $ 300,000 7.5% convertible debentures with interest payable on the
usual quarter days. This debenture is convertible into common shares at the
investors option after two years at the greater of 75% of the average closing
price for the ten trading days prior to the conversion or CDN$ 0.55. Investors
in the convertible debenture shall also receive 60,000 warrants for a two year
period at 125% in the first year and 140% in the second year, of the closing
average offer price for the previous ten trading days.

                                       10
<PAGE>

          The Company may redeem the convertible debentures in whole or part at
any time up to two years or prior to a notice by an investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors pay put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested is payable.

         These issues are subject to the approval of the Canadian Venture
Exchange.

Revenue

         The Company has no large scale commercial PCC plants built and the
Company has received no revenue in the years ended February 28, 2002, February
28, 2001 or February 29, 2000. Please see the Restated Consolidated Statement of
Income and Item 8, Selected Financial Data, and Item 9, Management's Discussion
and Analysis of Financial Condition and Results of Operations, for more
information.

Dependence on Customers and Suppliers

         The Company is not dependent upon a single or a few customers or
suppliers for revenues for its operations.

Research and Development

         The Company expensed $696,000 in the fiscal year ended February 28,
2002, $,1,618,000 in the fiscal year ended February 28, 2001 and $1,371,000 in
the fiscal year ended February 29, 2000 on research and development. A break
down of research and development expenses can be found in Note 15 to the
Restated Consolidated Financial Statements.

                                       11
<PAGE>

C.       Organizational Structure

         The following is an organizational chart of the Company.


                    Calcitech Ltd - a Bermuda Company

                                    |
--------------------------------------------------------------------------------
|                                   |                                  |
100%                                100%                              100%
CalciTech Group Services        Kemgas North America  Inc.,   CalciTech Holdings
SARL, a French corporation      a Delaware corporation         ApS, a Danish
                                                                corporation
                                                                       |
                            ----------------------------------------------------
                                         51%                         100%
                            CalciTech Odda A.S., a   CalciTech Deutschland GmbH
                            Norwegian corporation     a German corporation





D.       Property, Plant and Equipment

         CalciTech's principal services office is located 13 Chemin du Levant,
01210 Ferney-Voltaire, France, and its telephone number is 011-33-450-42-80-95.
The Company holds a lease on its principal facility in France, expiring in
October 2010. After October 2010, the Company intends to continue to locate its
principal facility in France, but will reassess its need for future expansion to
meet its business plan.

         On July 8, 2002, the Company announced that it had successfully
commissioned and fine-tuned its Precipitated Calcium Carbonate "PCC" small scale
production plant at Leuna, Germany. This small plant has a production capacity
of 800 tons per annum. A well equipped laboratory facility has also been
installed adjacent to the plant.


         The Company currently has no full scale commercial plants in
production. The Company owns an option to purchase property in Leuna, Germany,
which the management believes is ideal for building a PCC manufacturing plant.


Item 5.  Operating and Financial Review and Prospects

         This discussion and analysis of the operating results and financial
position of the Company for the three years ended February 28, 2002, February
28, 2001 and February 29, 2000 should be read in conjunction with the Restated
Consolidated Financial Statements and the related notes thereto.

                                       12
<PAGE>

In June 2003, the Company determined that it was required to restate the
accounting for development activities and convertible debt to conform the
accounting to GAAP.


General

              Since the signing of its first joint venture agreement with Odda,
the Company has been very active in research and development to scale up the
Company's pilot plant into a commercial plant. On July 8, 2002, the Company
announced that it had successfully commissioned and fine-tuned its Precipitated
Calcium Carbonate "PCC" small scale production plant at Leuna, Germany. The
Company intends to form other joint ventures to produce PCC in other markets
around the world. Agreements have been signed with German government agencies,
securing raw materials for a plant in Germany. A memorandum of understanding was
signed with Novaky to build a plant in Slovak Republic. The Company received a
patent for the Bubbletube scaling up technology and is currently registering its
proprietary PCC process patent extensively throughout the world.


A.       Operating Results

February 28, 2002 compared to February 28, 2001.

         Revenue. The Company had no revenue for the fiscal years ended February
28, 2002 or February 28, 2001.

         Expenses. Research and development costs expensed were decreased from
$1,618,000 to $,696,000 and general and administration expenses increased from
$543,000 to $939,000. Among specific items, consulting fees increased by
$175,000, audit costs by $30,000 and legal and professional fees increased by
$144,000. The increase in legal fees was largely due to the settlement of an
outstanding dispute with a former customer.

         Net Loss. The net loss in fiscal year 2002 decreased to $2,518,000 from
$2,533,000 in 2001. The decrease was mainly due to the reduction in research and
development expenses.

February 28, 2001 compared to February 29, 2000.

         Revenue. The Company had no revenue for the fiscal years ended February
28, 2001 or February 29, 2000.

         Expenses. Investment in research and development increased from
$1,371,000 to $1,618,000 and general and administration expenses decreased from
$931,000 to $543,000. Among specific items, consulting fees were reduced by
$104,000, travel costs by $12,000 and legal and professional fees increased by $
10,000.

         Net Loss. The net loss in fiscal year 2001 decreased to $2,533,000 from
$2,558,000 in 2000. The decrease was mainly due to a reduction in general and
administrative expenses.


         The Company's restated financial statements are in accordance with
International Accounting Standards. The application of accounting principles
generally accepted in the U.S. would affect the determination of net loss and
shareholders' deficiency. See Note 15 to the attached Restated Consolidated
Financial Statements.

                                       13
<PAGE>

Foreign Currency Exchange Rates

         A significant portion of the Company's business is conducted in
currencies other than the United States dollar. As a result, the Company is
subject to exposure from movements in foreign currency exchange rates. The
Company does not currently engage in hedging transactions designed to manage
currency fluctuation risks. See Notes to Restated Consolidated Financial
Statements - Note 3.5. Foreign Currency Translation.

Inflation

         Historically, inflation has not affected the Company's business in the
current locations where it does business and the Company does not expect that it
will do in the future.

Interest Rate Sensitivity

         The Company is not currently subject to adverse movement in interest
rates because the Company's credit facilities are fixed at an interest rate of
7.75% and Convertible Debentures at an interest rate of 8% and 7.5%. The credit
facility agreement requires repayment on March 5, 2003. The Company may redeem
the Convertible Debentures before February 15, 2003. The Company does not
currently engage in hedging transactions designed to manage interest rate
fluctuation risks.

B.       Liquidity and Capital Resources

         As of February 28, 2002, the Company had a working capital deficiency
of $1,332,000, an increase of $863,000 from the working capital deficiency of
$469,000 on February 28, 2001. On February 28, 2001, the Company's working
capital deficiency increased by $34,000 from a working capital deficiency of
$435,000 on February 29, 2000.

         To develop and commercialize its PCC technology, management foresees
its primary need for capital in the next 12 months ending February 28, 2003 will
be approximately $5,000,000 for working capital and capital plant investments to
carry out its strategic business plan. These requirements are expected to be met
through a combination of the Epsom credit facility and a new equity financing.

         The Company is currently financed by a Loan Facility from Epsom of up
to US $5,000,000 at an interest rate of 7.75%, of which amount the Company had
drawn down $ 2,043,000 at February 28, 2002, with a repayment due date of March
5, 2003.

         In February 2001, the Company completed a placement of 8% convertible
debentures in the sum of $1,500,000 with interest payable quarterly. Investors,
after two years, may convert the loan into common shares at the greater of 75%
of the average closing price for the ten trading days prior to the conversion or
the market price per share at the time of closing. The investors received
warrants to purchase 20,000 common shares for every $100,000 invested
exercisable for a two year period at 125% of the closing average offer price for
the previous ten trading days. The Company may redeem the warrants in whole or
part at any time up to two years or prior to notice by the investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors may put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested was paid. The
issue of these convertible debentures was approved by the Canadian Venture
Exchange.

                                       14
<PAGE>

         In November 2001, the Company entered into an agreement for the
placement of 8% convertible debentures in the sum of $2,500,000. Interest will
be payable quarterly. Investors may after two years convert the convertible
debentures into common shares at the greater of 75% of the average closing price
for the ten trading days prior to the conversion or the market price per share
at the time of closing. The investors also received warrants to purchase 20,000
common shares for every US$100,000 invested exercisable for a two-year period at
125% of the closing average offer price for the previous ten trading days.

         The Company may redeem the convertible debentures in whole or part at
any time up to two years or prior to a notice by an investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors pay put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested was paid.

         In February 2002, the Company entered into an agreement for the
placement of 4,933,091 common shares, priced at CDN$ 0.55 with a twelve month
warrant to purchase an additional common share for each share taken down at CDN$
0.66, and $ 300,000 7.5% convertible debentures with interest payable on the
usual quarter days. This debenture is convertible into common shares at the
investors option after two years at the greater of 75% of the average closing
price for the ten trading days prior to the conversion or CDN$ 0.55. Investors
in the convertible debenture shall also receive 60,000 warrants for a two year
period at 125% in the first year and 140% in the second year, of the closing
average offer price for the previous ten trading days.

          The Company may redeem the convertible debentures in whole or part at
any time up to two years or prior to a notice by an investor to convert.
Investors are entitled to demand registration rights in respect of the common
stock issuable upon conversion of the debentures or exercise of the warrants. If
the registration statement has not been declared effective within 270 days after
the date of conversion, the investors pay put the debentures to the Company at
110% of their original principal amount plus accrued and unpaid interest. If at
any time after the effectiveness of the registration statement, the investors do
not have the ability to freely trade the underlying common stock for 15
consecutive trading days, the investors similarly have a put at 115% of the
original principal amount plus accrued and unpaid interest. A finder's fee of 5%
and warrants to purchase 1,000 common shares per $100,000 invested is payable.

         These issues are subject to the approval of the Canadian Venture
Exchange.

         Additional equity financing will be required to enable the Company to
implement its business strategy of growth, which includes investment in joint
ventures and acquisition of, and investment in, companies operating in the PCC
industry. No assurances can be given that the Company will be able to raise cash
from additional financing efforts. If the Company is unable to obtain sufficient
funds from future financing or unable to complete its short-term financing, the
Company may not be able to fully achieve its business objectives.

                                       15
<PAGE>

C.       Research and Development, Patents and Licenses, etc.

         The Company expensed $ 696,000 in the fiscal year ended February 28,
2002, $1,618,000 in the fiscal year ended February 28, 2001 and $1,371,000 in
the fiscal year ended February 29, 2000 on research and development. The Company
will continue to fund development related to step-up expenses to achieve
production on a full commercial scale. A schedule of research and development
expenses can be found in Note 15 to the Restated Consolidated Financial
Statements.

D.       Trend Information

         At the present time, the Company has not generated any revenue from
producing PCC and has incurred substantial losses due to expenses associated
with the Company's close of past Trylene Gas business and research and
development expenses.

         On July 8, 2002, the Company announced that it had successfully
commissioned and fine-tuned its PCC small scale production plant at Leuna,
Germany. This small plant has a production capacity of 800 tons per annum.
Confirmation and fine-tuning of the key operational parameters of this plant was
a key step in demonstrating that the Company has the technical ability to scale
up the technology from the pilot plant to a full scale commercial plant.

E.       Critical accounting policies

         The significant accounting policies that the Company believes are the
most critical to aid in fully understanding and evaluating its reported
financial results include the following:

Going concern

The restated financial statements have been prepared assuming the Company will
continue as a going concern. Under the going concern assumption, an entity is
ordinarily viewed as continuing in business for the foreseeable future with
neither the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations. In assessing
whether the going concern assumption is appropriate, management takes into
account all available information for the foreseeable future, in particular for
the twelve months from the balance sheet date.

Assets and liabilities are recorded on the basis that the Company will be able
to realize its assets and discharge its liabilities in the normal course of
business. Accordingly, the restated financial statements do not include any
adjustments to the carrying values of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.

Research and Development

Research and development costs are expensed as incurred, except for development
costs which are deferred as intangible assets when the Company can demonstrate
all of the following:

--   the technical  feasibility of completing  the  intangible  asset so that it
     will be available for use or sale;

--   its intention and ability to use or sell the intangible asset;

--   the  existence  of a market for the output of the  intangible  asset or the
     intangible asset itself;

--   the   availability  of  adequate   technical   resources  to  complete  the
     development;

--   the availability of adequate  financial and other resources to complete the
     development and to use or sell the intangible asset, subject to the ability
     of the Company to continue as a going concern, as described in Note 3.1;

--   its ability to measure the expenditure attributable to the intangible asset
     during its development reliably.

                                       16
<PAGE>

Judgement is exercised in determining technological feasibility and future
profitability, the capitalisation of such costs being reviewed on a quarterly
basis. Management has determined that its development activities do not meet the
aforementioned criteria for deferral.

F.       U.S. GAAP Reconciliation

         The Company prepares audited consolidated financial statements in
accordance with IAS, which differ in several respects from U.S. GAAP. As a
result, net income and shareholders' equity are different under U.S. GAAP and
under IAS.

Under US GAAP, the beneficial conversion feature embedded in the credit facility
should be recognized and measured by allocating a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in capital. The
Company has restated its net loss in accordance with US GAAP to reflect this
accounting policy. The effect was the additional charge to net loss as
represented by "Beneficial conversion feature on credit facility". There was no
effect on Shareholders' deficiency from this change.


         The following table sets forth net income under IAS and under U.S. GAAP
for the periods indicated.
<TABLE>
<CAPTION>

                                                       2002           2001           2000        Cumulative
                                                                                                 total since
                                                                                                  inception
                                                     restated       restated       restated       restated

<S>                                               <C>            <C>            <C>            <C>
 Net loss in accordance with IAS, restated        $      (2,518) $      (2,533) $      (2,558) $     (33,620)
 Interest on convertible debentures                        (275)           (52)             -           (327)
 Beneficial conversion feature on credit facility          (543)          (240)          (470)        (2,012)
 Share options accounting                                  (123)             -              -           (214)

                                                   -------------  -------------  -------------  -------------
 Net loss in accordance with US GAAP              $      (3,459) $      (2,825) $      (3,028) $     (36,173)

 Basic net loss per share under US GAAP           $      (0.079) $      (0.071) $      (0.098) $
 Diluted net loss per share under US GAAP         $      (0.079) $      (0.071) $      (0.098) $
</TABLE>




                                       17
<PAGE>


         The following table sets forth shareholders'  equity under IAS and U.S.
GAAP as of the dates indicated.


                                                     2002       2001

 Shareholders' deficiency in accordance with IAS,
  restated                                       $ (3,600)  $ (3,146)$
 Convertible debentures                            (3,633)    (1,245)

                                                  --------   --------
 Shareholders' deficiency in accordance with US
  GAAP                                           $ (7,233)  $ (4,391)$

         Under US GAAP,  convertible  debentures  should not be included  within
shareholders' deficiency.  Accordingly,  finders fee relating to the convertible
debentures would be charged to income under US GAAP.

The Company's share option plan is treated as a compensatory plan under US GAAP.
For the purpose of this reconciliation, the Company has adopted Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" (APB
25) and related interpretations in accounting for its share options which were
granted to employees and non-employee directors elected by shareholders.

Under APB 25, compensation expense is recognized when exercise prices are below
the fair market value of the underlying shares. The repricing of options on
December 8, 1999 required the Company to follow variable plan accounting, under
which compensation cost is remeasured each period. Due to the rise in market
value, a compensation expense of USD 214 was recorded for the first time in the
financial year ended February 28, 2002.

         For a discussion of the differences between IAS and U.S. GAAP as they
relate to consolidated net income and shareholders' equity, see Note 15 to the
audited restated consolidated financial statements.



                                       18
<PAGE>



New accounting pronouncements under IFRS and US GAAP
                              ----------------------

Commencing March 1, 2001, new standards have been effective for the Company
under both IFRS and US GAAP with respect to accounting policies of financial
instruments: IAS 39 "Accounting for Financial Instruments " and SFAS No. 133
(SFAS 133) "Accounting for Derivative Instruments and Hedging Activities", as
amended by SFAS No. 137 and SFAS No. 138. Adoption of these new standards did
not have any effect on net loss and shareholders' deficiency under International
Financial Reporting Standards and US GAAP at March 1, 2001.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations", and Statement No. 142, "Goodwill and other
Intangible Assets". The adoption of SFAS 141 and SFAS 142 did not have any
effect on net loss and shareholders' deficiency under US GAAP at March 1, 2002.

In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement
Obligations" ("FAS 143"). FAS 143 prescribes the accounting for retirement
obligations associated with tangible long-lived assets, including the timing of
liability recognition and initial measurement of the liability. FAS 143 is
effective for fiscal years beginning after June 15, 2002 (March 1, 2003 for the
Company). The effect of adopting this standard has not yet been determined.

The Company adopted SFAS N(degree)144, "Accounting for the impairment or
disposal of long-lived assets", was issued by the FASB on October 3, 2001. SFAS
144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of". However, it retains many of the
fundamental provisions of that Statement. SFAS 144 also amends the accounting
and reporting provisions of APB 30, "Reporting the Results of
Operations-Discontinued Events and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", to broaden the definition of what
constitutes a discontinued operation, amends the accounting and presentation for
discontinued operations, and amends ARB 51, "Consolidated Financial Statements
to eliminate the exception to consolidation for a temporarily controlled
subsidiary". SFAS 144 is effective for fiscal years beginning after December 31,
2001 (March 1, 2002 for the Company). The adoption of this standard did not have
any impact on the Company's consolidated net income and total shareholders'
equity under US GAAP.

In April 2002, the FASB issued FAS No. 145, "Revision of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Connections" ("FAS
145"). Among other amendments and rescissions, FAS 145 eliminates the
requirement that gains and losses from the extinguishment of debt be aggregated
and, if material, classified as an extraordinary item, net of the related income
tax effect, unless such gains and losses meet the criteria in paragraph 20 of
Accounting Principles Board Opinion No. 30, "Reporting the Results of Operation
- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions". FAS
145 is partially effective for transactions occurring after May 15, 2002 and
partially effective for fiscal years beginning after May 15, 2002 (March 1, 2003
for the Company). The Company does not expect the adoption of FAS 145 to have a
material effect on its consolidated financial statements.

In June 2002, the FASB issued FAS No. 146 "Accounting for Costs Associated with
Exit or Disposal activities" ("FAS 146"). FAS 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies EITF 94-3 "Liability Recognition for Certain Employee Termination
Benefits and other Costs to Exit an Activity (including Certain Costs Incurred
in a restructuring)". FAS 146 is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. The adoption of SFAS 146 did not
have any effect on net loss and shareholders' deficiency under US GAAP at
February 28, 2002.

                                       19
<PAGE>

In December 2002, the FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123". FAS 148 amends FAS 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, FAS 148 amends the disclosure requirements
of FAS 123 to require prominent disclosures in the financial statements about
the method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The transition guidance and annual
disclosure provisions of FAS 148 are effective for financial statements issued
for fiscal years ending after December 15, 2002. The Company has elected to
continue accounting for employee stock based compensation in accordance with APB
25 and related interpretations and therefore FAS 148 is not expected to have a
significant impact on the Company's financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires the guarantor
to recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. It also elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. Disclosures required
under FIN 45 are already included in these financial statements, however, the
initial recognition and initial measurement provisions of FIN 45 are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002.
The adoption of FIN 45 did not have any effect on net loss and shareholders'
deficiency under US GAAP at February 28, 2002.

In January 2003, the FASB issued FASB Interpretation No. 46 "Consolidation of
Variable Interest Entities" (FIN 46). Under this FIN entities are separated into
two populations: (1) these for which voting interests are used to determine
consolidation (this is the most common situation) and (2) these for which
variable interests are used to determine consolidation. The FIN explains how to
identify Variable Interest Entities (VIE) and how to determine when a business
enterprise should include the assets, liabilities, non controlling interests,
and results of activities of a VIE in its consolidated financial statements. The
FIN is effective as follows: for variable interests in variable interest
entities created after January 31, 2003 the FIN shall apply immediately, for
variable interests in variable interest entities created before that date, the
FIN shall apply for public entities - as of the beginning of the first interim
or annual reporting period beginning after June 15, 2003. The adoption of FIN 46
did not have any effect on net loss and shareholders' deficiency under US GAAP
at February 28, 2002.

In May 2003, the FASB issued FAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". FAS 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability. FAS 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The Company is in the
process of evaluating the effect of adopting FAS 150 in its consolidated
financial statements.

                                       20
<PAGE>


Item 6.  Directors, Senior Management and Employees

A.       Directors, Senior Management

         The following is a list of the  Company's  directors and officers and a
brief   description   of  their  business   experience.   There  are  no  family
relationships between any officers and directors.


        Name           Age       Positions Held                 Period
        ----           ---       --------------                 ------

  Roger A. Leopard     60           Director              June 2001-Present

                               President and Chief      February 2000 - Present
                                Executive Officer

Dr. Howard Browning    58           Director           September 1999 - Present

  H.J. M. Tompkins     60           Director             June 1994 - Present

   John M. Smith       67           Director            August 1993 - Present

       Roger A. Leopard is a Chartered Accountant, initially with Deloittes
until leaving the profession in 1966 to join The Great Universal Stores as
Assistant Treasurer. He played a key role in the development of the
corporation's financial services division. In 1976, Mr. Leopard was appointed
Vice President of Finance of the CIG Group, a computer leasing and related
product marketing and service operation with diversified European operations. He
was subsequently appointed Chairman of the Board and Chief Executive of CIG
Group's, U.S. listed, parent company. During this period, he specialized in
innovative methods of financing a wide range of businesses. Currently, Mr.
Leopard is involved in early stage company development and finance. This
involved the arranging of funding for many commercial organizations in North
America, Western Europe, Russia and the CIG Group. Before becoming a director of
the Company, Mr. Leopard was a director of Epsom Investment Services N.V. Upon
his appointment, he resigned this position and is no longer involved with Epsom.
Mr. Leopard is currently the President, Chief Executive Officer and Director of
the Company.

       Dr. Howard Browning, M.A., D.Phil obtained his M.A. and D.Phil in Organic
Chemistry at Oxford University and an IEP at Insead. He spent 27 years, from
1969 to 1996, with ICI/Zeneca, initially in research at ICI Plastics in the UK,
then subsequently as General Manager of ICI Resins and Petrochemicals, operating
both in Europe and the Far East. Later, as General Manager of ICI Bioproducts
and Planning, he created the Zeneca Lifescience Molecules business. Since 1996,
he has been Chairman of the Tullis Russell Group, the paper-making and
converting group, in the UK. Dr. Browning comes with a wealth of experience of
business in the areas the Company is embarking on, such as paints, resins, and
more recently, the paper industry.

       Henry J. M. Tompkins is a private consultant, providing consulting
services and arranging debt and equity capital in Europe and the United States
for emerging growth companies. In addition to his work with development stage
companies, Mr. Tompkins has a strong real-estate background having served as a
senior partner in international real estate development firms with operations in
the United States, France, Germany, Spain and the Middle East from 1974 through
1993. He has also held positions in the United Kingdom with investment banking
firms and with Booz-Allen Hamilton, an international management-consulting firm.
Mr. Tompkins has a Masters Degree from Cambridge University and a Masters Degree
in Business Administration from Insead.

                                       21
<PAGE>

       John M. Smith MBE earned his Bachelor of Arts degree with honors from the
University of Hull, England. Mr. Smith has enjoyed a distinguished career in
international banking; first with Barclays Bank from 1959 through 1971 in
various postings worldwide, and subsequently as Assistant Manager, Barclays
Geneva which position he held until 1979. In 1979, Mr. Smith became a partner in
a Geneva based fiduciary company. In 1989, he was appointed General Manager and
subsequently, Managing Director of Rathbone Trust Company S.A., a wholly owned
subsidiary of Rathbone Brothers PLC, an established private banking and trust
company quoted on the London Stock Exchange. Mr. Smith is currently retired, but
remains a non-executive director of Rathbone Trust Company S.A. In 1995, Mr.
Smith was awarded an MBE for voluntary services to the British Community in
Switzerland.

B.       Compensation

         During the Company's fiscal year ended February 28, 2002, the Company
paid an aggregate of $3,000 in compensation to its directors and officers as a
group for services in all capacities. The Company did not make any payments for
pension or retirement plans for officers and directors.

Directors' Compensation

       Directors who are not employees of the Company are compensated by stock
options and $1,000 for each board meeting attended, in addition to travel
expenses. During fiscal year 2002, non-employee Directors were not granted stock
options. Directors, who are also officers of the Company, do not receive
additional compensation for serving as Directors.

Executive Compensation

         The following table sets forth the aggregate cash compensation paid for
the past fiscal year for services of Mr. Leopard.


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                          Long Term Compensation

                                Annual Compensation                 Awards                      Payouts
                         --------------------------------     ------------------------ -------------------------

                                                               Restricted  Securities   LTIP       All Other
Name and               Fiscal  Cash          Other Annual      Stock       Underlying   Payouts    Compensation
Principal Position     Year    Compensation  Compensation      Award(s)    Options (#)  ($)        ($)
                               ($)           ($)
---------------------- --------------------- ---------------- ----------- ------------ ---------- --------------

Roger A. Leopard
<S>                     <C>    <C>                                <C>          <C>         <C>          <C>
C.E.O. & President      2002   21,000         Nil                 0            0           0            0

</TABLE>


C.       Board Practices

         The  Directors of the Company  serve a one-year term and are elected at
the Annual General  Meeting of  Shareholders.  At the Annual General  Meeting of
Shareholders,  held on June 14, 2001,  the  shareholders  reelected  Dr.  Howard
Browning and Messrs. H.J. M. Tompkins and John M. Smith and elected Mr. Roger A.
Leopard as  Directors.  The  officers of the Company are elected by the Board to
serve at the pleasure of the Board. The Company has no contracts with any of its
Directors that provide for payments upon termination.

                                       22
<PAGE>

         During the 2002 fiscal year, Messrs. Browning and Smith comprised the
Audit Committee and Messrs. Tompkins and Browning comprised the Compensation
Committee. The primary functions of the Audit Committee are to review the scope
and result of the audit performed by the Company's independent accountants, the
Company's internal accounting controls, non-audit services performed by the
independent accountants and the cost of accounting services. The Compensation
Committee reviews all compensation proposed for senior management and Board
members.

D.       Employees

         The Company's subsidiary, CalciTech Group Services SARL, has seven
full-time employees and no part-time employees located in France. The Company
has one officer located in France. CalciTech Deutschland GmbH, has two full-time
employees and no part-time employees located in Germany. The Company and its
other subsidiaries do not have employees.




                                       23
<PAGE>




E.       Share Ownership

         The following table sets forth the share ownership of the Officers and
Directors of the Company as of June 30, 2002.

                                                                 Number of
  Name of Beneficial Owner                     Shares               Percent
  ------------------------                    ---------             -------
      Roger A. Leopard                            -                     -

     Dr. Howard Browning                          -                     -

      H.J. M. Tompkins                            -                     -

        John M. Smith                          191,250                0.44


Outstanding Options
<TABLE>
<CAPTION>

                                       Shares
             Name                    Underlying         Exercise Price      Purchase Price,     Expiration Date
             ----                      Options          --------------           if any         ---------------
                                 -----------------                          ---------------
<S>                                     <C>                    <C>               <C>                   <C>
       Roger A. Leopard                   -                    -                   -                    -

     Dr. Howard Browning               250,000             CAD 0.30                -           December 1, 2004

       H.J. M. Tompkins                250,000             CAD 0.29                -           February 23, 2003
                                       250,000             CAD 0.30                -           November 30, 2005
        John M. Smith                  260,000             CAD 0.29                -           February 23, 2003

</TABLE>

Stock Option Plan/Equity Incentive Plans

         The Company's stock option plan is available for directors, officers
and employees and complies with recommendations of the CDNX listing authority.
Options may be granted with the approval of the Board of Directors and are
subject to the approval of the listing authority at current market prices. All
options must be exercised within 30-days of the optionee leaving the Company,
otherwise they lapse. Shareholders approved the plan and approve the directors'
authority to grant a certain number of options in their general meeting



                                       24
<PAGE>



Item 7.  Major Shareholders and Related Party Transactions

A.       Major Shareholders

         Past development  expenditures  were and are currently funded through a
Credit Facility Agreement with Epsom Investment Services N.V.  ("Epsom"),  whose
clients  hold  approximately  62% of the  equity  of the  Company.  Epsom has no
control  over  these  shares as they are held by  Clients  in their  own  right.
Subject to the  foregoing,  the Company is not directly or  indirectly  owned or
controlled by any other corporation or by any foreign government.  Further,  the
Company does not know of any arrangement, which may by its operation result in a
change in control of the Company at some  subsequent  date. The Company does not
know of any shareholder who  beneficially  owns five percent (5%) or more of the
outstanding shares of each class of the Company's voting securities.

B.       Related Party Transactions

The amount paid to shareholders, directors and officers of the Company and their
related companies for consulting and other services totaled $196, $240 and $180
for the years ended February 28, 2002, February 28, 2001 and February 29, 2000,
respectively.

In the financial year ended February 28, 2002, this amount included $175 paid to
EuroHelvetia TrustCo S.A., who were contracted by CalciTech to act as the
Company's exclusive financial advisors. EuroHelvetia charge their fees for work
related to advice on private placements, fund raising and project finance. Roger
A. Leopard, Chief Executive Officer and President of the Company, is also a
director of EuroHelvetia TrustCo S.A.. EuroHelvetia also provide administration
of Epsom Investment Services N.V..

Roger A. Leopard charged the remaining $ 21 to CalciTech Group Services in
providing strategic and industrial counseling services.

C.       Interest of Experts and Counsel.

         Not Applicable.

Item 8.  Restated Financial Statements

A.       Restated Consolidated Statements and Other Financial Information

         The following restated financial statements of the Company are attached
to this Annual Report:

          --   Auditors' Report.

          --   Restated  Consolidated Balance Sheet for years ended February 28,
               2002 and February 28, 2001.

          --   Restated Consolidated Statement of Operations for the years ended
               February 28, 2002, February 28, 2001 and February 29, 2000.

          --   Restated  Consolidated  Statement of Shareholders  Deficiency for
               the years ended February 28, 2002, February 28, 2001 and February
               29, 2000.

          --   Restated Consolidated Statement of cash flows for the years ended
               February 28, 2002, February 28, 2001 and February 29, 2000.

          --   Notes to Restated Consolidated Financial Statements.

                                       25
<PAGE>

Dividend Policy

         The Company has never paid any dividends and does not intend to in the
near future.

B.       Significant Changes

         None.



Item 9.  The Offering and Listing

A4.      Price History of Stock

         The Company's common shares are listed in Canada on the Canadian
Venture Exchange ("CDNX"), under the symbol CLK and in the United States on the
National Association of Securities Dealers OTC Bulletin Board ("OTC Bulletin
Board"), under the symbol CLKTF. On May 15, 2002, the Company's shares were
approved to trade on the Third Segment of the Frankfurt Stock Exchange in
Germany, under the symbol XCH.

         As of February 28, 2002, there were 1,230 record holders of common
shares in the United States representing approximately 66% of the total
shareholders as reported to be held in the records of Computershare Trust
Company, the Registrar and Transfer Agent for the Common Shares.

         The high and low prices expressed in Canadian dollars on the CDNX for
the Company's common shares and the high and low prices expressed in United
State dollars quoted on the OTC Bulletin Board for the last six months, each
quarter for the last two fiscal years and annually for the last five years are
as follows:

<TABLE>
<CAPTION>


                                                    Canadian Venture               OTC Bulletin Board
                                                    Exchange (Canadian Dollars)   (United States Dollars)

Period
                                                        High          Low           High            Low
<S> <C>                                                <C>           <C>           <C>            <C>
May 2002                                               $ 0.75        $ 0.61        $ 0.49         $ 0.39
April 2002                                             $ 0.74        $ 0.64        $ 0.49         $ 0.40
March 2002                                             $ 0.71        $ 0.60        $ 0.45         $ 0.36
February 2002                                          $ 0.65        $ 0.50        $ 0.45         $ 0.32
January 2002                                           $ 0.62        $ 0.50        $ 0.39         $ 0.26
December 2001                                          $ 0.54        $ 0.37        $ 0.34         $ 0.22


2001-2002                                               High          Low           High            Low
---------                                               ----          ---           ----            ---
                                                       $0.65         $0.37          $0.45          $0.22
Fourth Quarter ended February 28, 2002
                                                       $0.45         $0.32          $0.29          $0.22
Third Quarter ended November 30, 2001
                                                       $0.48         $0.24          $0.38          $0.16
Second Quarter ended August 31, 2001
                                                       $0.38         $0.21          $0.24          $0.12
First Quarter ended May 31, 2001


1999-2000                                               High          Low           High            Low
---------                                               ----          ---           ----            ---
                                                       $0.38         $0.20          $0.20          $0.13
Fourth Quarter ended February 28, 2001
                                                       $0.38         $0.18          $0.20          $0.12
Third Quarter ended November 30, 2000
                                                       $0.50         $0.26          $0.26          $0.17
Second Quarter ended August 31, 2000
                                                       $0.45         $0.20          $0.24          $0.13
First Quarter ended May 31, 2000




                                                        High          Low           High            Low
2001 - 2002 Annual                                     $ 0.65        $ 0.21        $ 0.00         $ 0.00
2000 - 2001 Annual                                     $ 0.50        $ 0.18         $0.33          $0.12
1999 - 2000 Annual                                     $ 1.30        $ 0.14        $ 0.89         $ 0.12
1998 - 1999 Annual                                     $ 1.59        $ 0.45        $ 1.12         $ 0.37
1997 - 1998 Annual                                     $ 2.60        $ 0.95         $1.75          $0.62
</TABLE>


                                       26
<PAGE>

B.       Plan of Distribution

         Not Applicable.

C.       Markets

         The Company's Common Shares are listed in Canada on CDNX under the
symbol CLK and in the United States on the OTC Bulletin Board under the symbol
CLKTF. With effect from May 15, 2002, the Company's Common Shares have been
listed in Germany on the Third Segment of the Frankfurt Stock Exchange under the
symbol XCH.

D.       Selling Shareholders

         Not Applicable.

E.       Dilution

         Not Applicable.

F.       Expenses of the Issue.

         Not Applicable.

Item 10.  Additional Information

A.       Share Capital

         Not Applicable.

B.       Memorandum and Articles of Association

         The Company was incorporated on November 9, 1978 in from British
Colombia, Canada. On February 13, 1995, the Company filed a memorandum of
continuance to reincorporate from British Colombia, Canada to Bermuda. On
September 11, 2000, the Company amended its Articles to change its name to
CalciTech Ltd.



                                       27
<PAGE>



Common Shares

         The Company is authorized to issue 120,000,000 common shares, par value
$0.001. All issued and outstanding common shares are fully paid and
non-assessable. Each holder of record of common shares is entitled to one vote
for each common share so held on all matters requiring a vote of shareholders,
including the election of directors. Shareholders are not entitled to cumulative
voting for directors. The holders of common shares will be entitled to dividends
on a pro-rata basis, if and when declared by the Board of Directors. There are
no preferences, conversion rights, preemptive rights, subscription rights, or
restrictions on transfers attached to the common shares. In the event of
liquidation, dissolution or winding up of the Company, the shareholders are
entitled to participate in the distribution of assets of the Company available
after satisfaction of the claims of creditors. Powers and Duties of Directors

         The Directors shall manage or supervise the management of the affairs
and business of the Company and shall have authority to exercise all such powers
of the Company as are not, by the Company Act, Articles or Bye-laws, required to
be exercised by the shareholders in a general meeting or prohibited by law.

         Directors serve for one year, until the next annual meeting of
shareholders. In general, a Director who is, in any way, directly or indirectly
interested in an existing or proposed contract or transaction with the Company
whereby a duty or interest might be created to conflict with his duty or
interest as a director, shall declare the nature and extent of his interest in
such contract or transaction or the conflict or potential conflict with his duty
and interest as a director. Such a Director shall not vote in respect of any
such contract or transaction with the Company if the Chairman disqualifies him.
If he votes, his vote shall not be counted, but he shall be counted in the
quorum present at the meeting at which such a vote is taken. The shareholders at
the general meeting shall determine the remuneration of the Directors. However,
notwithstanding the foregoing, Directors shall be paid all expenses incurred in
attending meetings or conducting business on behalf of the Company.

         The Directors may from time to time on behalf of the Company; (a)
borrow money in such manner and amount from such sources and upon such terms and
conditions as they think fit; (b) issue bonds, debentures and other debt
obligations; or (c) mortgage, charge or give other security on the whole or any
part of the property and assets of the Company.

         The Directors of the Company are not required to be residents of
Bermuda. There is no age limitation or minimum share ownership for the Company's
Directors.

                                       28
<PAGE>

Shareholders

         An Annual General Meeting of Shareholders shall be held once in every
year at such time and place as may be determined by the Directors. Notice of the
meeting must be given not less than twenty-one nor more than fifty days. A
quorum at an Annual General Meeting and Special Meeting shall be two
shareholders. There is no limitation imposed by the laws of Bermuda or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote common shares.

         In accordance with Bye-laws, Directors shall be elected by an "ordinary
resolution" which means (a) a resolution passed by the shareholders of the
Company in a General Meeting by a simple majority of the votes cast in person or
by proxy, or (b) a resolution that has been submitted to the shareholders of the
Company who would have been entitled to vote on it in person or by proxy at a
general meeting of the Company and that has been consented to in writing by all
shareholders of the Company entitled to vote on it.

         The Bermuda law and Company's Articles and Bye-laws contain no
provisions that would prevent or delay a change in control of the Company.


C.       Material Contracts

         Addendum to the Credit Facility Agreement between Epsom Investment
Services N.V. and CalciTech Ltd. dated February 27, 1998. This is a convertible
note for up to $5 million at an annual interest rate of 7.75%. The repayment
date of March 4, 2002 was extended to March 5, 2003. The note can be converted
in part or in whole into common shares of the Company at a conversion price
equal to 80% of the trading price per common share on the date the note was made
or additional advances made. This note is secured by the assets of the Company.
No additional consideration was paid for the extension.

D.       Exchange Controls

                  Control over foreign currency has existed in Bermuda since
1940 and is now governed by the Exchange Control Act of 1972 (the "Exchange
Control Act") and regulations promulgated thereunder and is administered by the
Bermuda Monetary Authority (Foreign Exchange Control). The Exchange Control Act
regulates foreign currency transactions between a resident of Bermuda and a
non-resident of Bermuda. However, exempted companies, like the Company, are
designated as "non-resident" for purposes of the Exchange Control Act, and as
such, are entitled to maintain foreign currency bank accounts and to freely
convert the balances in such accounts into currencies of other countries.
Because exempted companies are designated as "non-resident" under the Exchange
Control Act, consent from Foreign Exchange Control is required prior to
incorporation. Prior consent of Foreign Exchange Control is also required to
issue or transfer any share, debenture or other security of an exempted Company.
General permission may be given to issue or transfer shares or other securities,
in connection with a public issue, which are to be freely transferable. The
Company received Bermuda's permission to transfer its shares, which may be
traded on the CDNX and the OTC Bulletin Board. Additionally, on May 15, 2002,
the Company's shares were approved to trade on the Third Segment of the
Frankfurt Stock Exchange in Germany, under the symbol XCH.


                                       29
<PAGE>

E. Taxation.

         There are no income, profits, capital gains, sale of goods, death or
inheritance taxes in Bermuda. Exempted companies, such as the Company, pay
annual fees to the Bermuda government, which are determined by the amount of its
share capital. Although the United States and the United Kingdom of Great
Britain and Northern Ireland (on behalf of Bermuda) signed a mutual assistance
and insurance tax agreement on July 11, 1986, the agreement does not provide for
the withholding of taxes on the distribution of dividends to United States
taxpayers. While the convention provides for the sharing of information, it
primarily deals with the taxation of insurance premiums paid by United States
residents to insurance companies domiciled in Bermuda.

Certain United States Federal Income Tax Considerations

         The following is a summary of United States federal income tax
considerations material to a holder of Common Shares who is a United States
citizen or resident or a United States domestic corporation who owns the Common
Shares as a capital asset ("United States Investor"). The summary is of a
general nature only and is not exhaustive of all possible income tax
consequences applicable to United States Investors and does not address the tax
consequences of United States Investors subject to special provisions of federal
income tax law such as tax exempt organizations, trusts and significant
shareholders. Prospective investors are advised to consult their own tax
advisors with respect to their particular circumstances and with respect to the
effects of state, local or foreign tax laws to which they may be subject.

         This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury regulations, court decisions and current administrative
rulings and pronouncements of the United States Internal Revenue Service ("IRS")
that are currently applicable, all of which are subject to change, possibly with
retroactive effect. There can be no assurance that future changes in applicable
law or administrative and judicial interpretations thereof will not adversely
affect the tax consequences discussed herein. Potential investors are advised to
consult their own tax advisors regarding the tax consequences of acquiring,
holding or disposing of the Common Shares in light of their particular
circumstances.

         Basis. A United States Investor will have a basis in the Common Shares
equal to his or her purchase price for United States federal tax purposes.

         Dividends. Cash dividends paid out of the Company's current and
accumulated earnings and profits to a holder of Common Shares who is a United
States Investor will be taxed as ordinary income for United States federal
income tax purposes. Cash distributions in excess of the current and accumulated
earnings and profits of the Company will first be treated, for United States
federal income tax purposes, as a nontaxable return on capital to the extent of
the United States Investor's basis in the Common Shares and then as gain from
the sale or exchange of a capital asset.

         Such dividends generally will also be subject to foreign withholding
tax. The deduction for dividends received which is usually available to
corporate shareholders is generally not available for dividends paid from a
foreign corporation such as the Company. Pursuant to Sections 164 and 901 of the
Code, a United States Investor may generally elect, for U.S. federal income tax
purposes, to claim either a deduction from gross income for foreign withholding
taxes or a credit against its United States federal income taxes with respect to
such foreign taxes. The choice of taking a deduction or claiming a credit is up
to the taxpayer.

                                       30
<PAGE>

         In general, a United States Investor, other than a shareholder owning
10% or more of the voting power of the Company, will be entitled to claim a
foreign tax credit only for taxes, if any, imposed on dividends paid to such
United States Investor (such as withholding taxes) and not for taxes, if any,
imposed on the Company or on any entity in which the Company has made an
investment. The amount of the foreign tax credit that may be claimed is limited
to that proportion of the tax against which the credit is taken that the
holder's taxable income from non-United States sources bears to the holder's
entire taxable income for that taxable year. The foreign tax credit limitation
is applied separately to different categories of income. Generally, for purposes
of applying such foreign tax credit limitations, dividends are included in the
passive income category.

         Dispositions of Common Shares. Subject to the discussion below of the
consequences of the Company being treated as a Passive Foreign Investment
Company or a Foreign Investment Company, gain or loss realized by a United
States Investor (other than a 10-percent shareholder of the Company) on the sale
or other disposition of Common Shares will be subject to United States federal
income tax as capital gain or loss in an amount equal to the difference between
such United States Investor's basis in the Common Shares and the amount realized
on the disposition. In general, such capital gain or loss will be long-term
capital gain or loss if the United States Investor has held the Common Shares
for more than one year at the time of the sale or exchange. In general, gain
from a sale, exchange or other disposition of the Common Shares by a United
States Investor will be treated as U.S. source income.

Special United States Federal Income Tax Considerations

         Passive Foreign Investment Company. The Company has not been a passive
foreign investment company ("PFIC") for United States federal income tax
purposes for prior taxable years and management believes that it will not be
treated as a PFIC for the current and future taxable years, but this conclusion
is a factual determination made annually and thus subject to change. The Company
will be a PFIC with respect to a United States Investor if, for any taxable year
in which such United States Investor held the Company's shares, either (i) at
least 75% of the gross income of the Company for the taxable year is passive
income, or (ii) at least 50% of the Company's assets are attributable to assets
that produce or are held for the production of passive income. In each case, the
Company must take into account a pro rata share of the income and the assets of
any company in which the Company owns, directly or indirectly, 25% or more of
the stock by value (the "look-through" rules). Passive income generally includes
dividends, interest, royalties, rents (other than rents and royalties derived
from the active conduct of a trade or business and not derived from a related
person), annuities, and gains from assets that produce passive income. Because
the Company is not publicly traded as defined under the statute and regulations
governing PFICs, and is not a controlled foreign corporation ("CFC"), the
Company would apply the 50% asset test based on fair market values unless the
Company elects to use the adjusted tax bases of its assets.

         If the Company were to be treated as a PFIC, then, unless a United
States Investor who owns shares in the Company elects (a section 1295 election)
to have the Company treated as a "qualified electing fund" (a "QEF") (described
below), the following rules apply:

         1. Distributions made by the Company during a taxable year to a United
States Investor who owns shares in the Company that are an "excess distribution"
(defined generally as the excess of the amount received with respect to the
shares in any taxable year over 125% of the average received in the shorter of
either the three previous years or such United States Investor's holding period
before the taxable year) must be allocated ratably to each day of such
shareholder's holding period. The amount allocated to the current taxable year
and to years when the corporation was not a PFIC must be included as ordinary
income in the shareholder's gross income for the year of distribution. The
remainder is not included in gross income but the shareholder must pay a
deferred tax on that portion. The deferred tax amount, in general, is the amount
of tax that would have been owed if the allocated amount had been included in
income in the earlier year, plus interest. The interest charge is at the rate
applicable to deficiencies in income taxes.

                                       31
<PAGE>

         2. The entire amount of any gain realized upon the sale or other
disposition of the shares will be treated as an excess distribution made in the
year of sale or other disposition and as a consequence will be treated as
ordinary income and, to the extent allocated to years prior to the year of sale
or disposition, will be subject to the interest charge described above.

         A shareholder that makes a section 1295 election will be currently
taxable on his or her pro rata share of the Company' s ordinary earnings and net
capital gain (at ordinary income and capital gains rates, respectively) for each
taxable year of the Company, regardless of whether or not distributions were
received. The shareholder's basis in his or her shares will be increased to
reflect taxed but undistributed income. Distributions of income that had
previously been taxed will result in a corresponding reduction of basis in the
shares and will not be taxed again as a distribution to the shareholder.

         A shareholder may make a section 1295 election with respect to a PFIC
for any taxable year of the shareholder (shareholder's election year). A section
1295 election is effective for the shareholder's election year and all
subsequent taxable years of the shareholder. Procedures exist for both
retroactive elections and protective statements. Once a section 1295 election is
made it remains in effect, although not applicable, during those years that the
Company is not a PFIC. Once a shareholder makes a section 1295 election, the
shareholder may revoke the election only with the consent of the Commissioner.

         Special rules apply with respect to the calculation of the amount of
the foreign tax credit with respect to excess distributions by a PFIC or
inclusions under a QEF.

         Controlled Foreign Corporations. Sections 951 through 964 and Section
1248 of the Code relate to controlled foreign corporations ("CFCs"). A foreign
corporation that qualifies as a CFC will not be treated as a PFIC with respect
to a shareholder during the portion of the shareholder's holding period after
December 31, 1997, during which the shareholder is a 10% United States
shareholder and the corporation is a CFC. The PFIC provisions continue to apply
in the case of PFIC that is also a CFC with respect to shareholders that are
less than 10% United States shareholders.

         The 10% United States shareholders of a CFC are subject to current U.S.
tax on their pro rata shares of certain income of the CFC and their pro rata
shares of the CFC's earnings invested in certain U.S. property. The effect is
that the CFC provisions may impute some portion of such a corporation's
undistributed income to certain shareholders on a current basis and convert into
dividend income some portion of gains on dispositions of stock which would
otherwise qualify for capital gains treatment.

         The Company does not believe that it will be a CFC. Even if the Company
were classified as a CFC in a future year, however, the CFC rules referred to
above would apply only with respect to 10% shareholders.

         Personal Holding Company/Foreign Personal Holding Company/Foreign
Investment Company. A corporation will be classified as a personal holding
company (a "PHC") if at any time during the last half of a tax year (i) five or
fewer individuals (without regard to their citizenship or residence) directly or
indirectly or by attribution own more than 50% in value of the corporation's
stock and (ii) at least 60% of its ordinary gross income, as specially adjusted,
consists of personal holding company income (defined generally to include
dividends, interest, royalties, rents and certain other types of passive
income). A PHC is subject to a United States federal income tax of 39.6% on its
undistributed personal holding company income (generally limited, in the case of
a foreign corporation, to United States source income).

                                       32
<PAGE>

         A corporation will be classified as a foreign personal holding company
(an "FPHC") and not a PHC if at any time during a tax year (i) five or fewer
individual United States citizens or residents directly or indirectly or by
attribution own more than 50% of the total combined voting power or value of the
corporation's stock and (ii) at least 60% of its gross income consists of
foreign personal holding company income (defined generally to include dividends,
interest, royalties, rents and certain other types of passive income). Each
United States shareholder in a FPHC is required to include in gross income, as a
dividend, an allocable share of the FPHC's undistributed foreign personal
holding company income (generally the taxable income of the FPHC, as specially
adjusted).

         A corporation will be classified as a foreign investment company (an
"FIC") if for any taxable year it (i) is registered under the Investment Company
Act of 1940, as amended, as a management company or share investment trust or is
engaged primarily in the business of investing or trading in securities or
commodities (or any interest therein) and (ii) 50% or more of the value or the
total combined voting power of all the corporation's stock is owned directly or
indirectly (including stock owned through the application of attribution rules)
by United States persons. In general, unless an FIC elects to distribute 90% or
more of its taxable income (determined under United States tax principles as
specially adjusted) to its shareholders, gain on the sale or exchange of FIC
stock is treated as ordinary income (rather than capital gain) to the extent of
such shareholder's ratable share of the corporation's earnings and profits for
the period during which such stock was held.

         The Company's management believes that it is not and will not be a PHC,
FPHC or FIC. However, no assurance can be given as to the Company's future
status.

         U.S. Information Reporting and Backup Withholding. Dividends are
generally subject to the information reporting requirements of the Code.
Dividends may be subject to backup withholding at the rate of 31% unless the
holder provides a taxpayer identification number on a properly completed Form
W-9 or otherwise establishes an exemption.

         The amount of any backup withholding will not constitute additional tax
and will be allowed as a credit against the United States Investor's federal
income tax liability.

         Filing of Information Returns. Under a number of circumstances, a
United States Investor acquiring shares of the Company may be required to file
an information return. In particular, any United States Investor who becomes the
owner, directly or indirectly, of 10% or more of the shares of the Company will
be required to file such a return. Other filing requirements may apply, and
United States Investors should consult their own tax advisors concerning these
requirements.

F.       Expenses of the Issue.

         Not Applicable.

G.       Dividends and Paying Agents.

         Not Applicable.

H.       Documents on Display.

         The Company files annual reports and other information with the
Securities and Exchange Commission. You may read and copy any document that we
file at the Commission's Public Reference Room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549 and at its regional offices located at 7 World
Trade Center, 13th Floor, New York, New York 10048 and Northwest Atrium Center,
500 Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for more information about
the Public Reference Rooms.

                                       33
<PAGE>

         The Company's common shares is listed on the OTC Bulletin Board and
similar information can be inspected and copied at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006. Copies of the Company's material contracts are kept in the Company's
administrative headquarters.



                                       34
<PAGE>


I.       Subsidiary Information.

         Not Applicable.

Item 11.  Quantitative and Qualitative Disclosures About Market Risk

         The Company has no significant market sensitive instruments other than
foreign currency transactions discussed in Item 5.A.

Item 12.  Description of Securities Other than Equity Securities

         Not Applicable

Item 13.  Defaults, Dividend Arrearages and Delinquencies

         None.


                                     Part II

Item 14.  Material Modifications to the Rights of Security Holders and Use of
          Proceeds

         None.

Item 15. [Reserved]

Item 16  [Reserved]

                                    Part III

Item 17.  Restated Financial Statements

Reference is made to Item 19 (a) for a list of all restated financial statements
filed as part of this Annual Report.

Item 18.  Financial Statements

         Not applicable.

Item 19.  Exhibits

         (a) Restated Financial Statements:

               (1)  Restated Consolidated Balance Sheets,  February 28, 2002 and
                    February 28, 2001.

               (2)  Restated  Consolidated  Statement  of Income,  February  28,
                    2002, February 28, 2001 and February 29, 2000.

               (3)  Restated  Consolidated  Statement  of  Shareholders'  Equity
                    February 28, 2002, February 28, 2001, and February 29, 2000.

               (4)  Restated Consolidated  Statement of Cash Flows, February 28,
                    2002, February 28 2001, and February 29, 2000.

               (5)  Notes to Consolidated Financial Statements.

                                       35
<PAGE>

         (b) Exhibits:

               (1)  Articles of Kemgas Ltd. (*)

               (2)  Altered Memorandum of Kemgas. (*)

               (3)  Escrow Agreement - Property  between Kemgas,  Guaranty Trust
                    Company of Canada and Kemgas Alberta Ltd. dated December 16,
                    1987. (*)

               (4)  Escrow Agreement between Kemgas,  Guaranty Trust Company and
                    Kemgas Alberta Ltd. dated December 16, 1987. (*)

               (5)  License Agreement between Kemgas,  Kemgas Holdings Inc., and
                    Kemgas Alberta Ltd. dated November 3, 1988. (*)

               (6)  Technology  Licensing  Agreement  between  Kemgas and Kemgas
                    Overseas N.V. dated June 12, 1989. (*)

               (7)  Share Purchase  Option  Agreement  between Kemgas and Kemgas
                    Overseas N.V. dated June 12, 1989. (*)

               (8)  Stock Purchase  Agreement  between Kemgas,  Epsom Investment
                    Services, N.V. and Kemgas Overseas N.V. (*)

               (9)  Distribution  Agreement  between Kemgas and Kemgas  Overseas
                    N.V. dated June 12, 1989. (*)

               (10) License  Agreement between Kemgas and the University of Utah
                    Research Foundation dated January 17, 1990. (*)

               (11) Agreement  between  Kemgas  (formerly   Rexplore   Resources
                    International  Limited),  Kemgas  Alberta  Ltd.,  Grand  Cru
                    Investments  Ltd.,   Geosearch  Resource   Management  Ltd.,
                    William  Fraresso,  Holmes Greenslade and Kurt Swinton dated
                    June 15, 1987. (*)

               (12) Option  Agreement  between  Kemgas  and Adrien  Goetz  dated
                    February 28, 1992. (*)

               (13) Option  Agreement  between Kemgas and Michael  Laidlaw dated
                    June 19, 1991. (*)

               (14) Option  Agreement  between  Kemgas and Richard  Hethey dated
                    January 12, 1990 and amended September 6, 1990. (*)

                                       36
<PAGE>

               (15) Settlement  Agreement  among Kemgas  Sydney,  John  Galanis,
                    Industries Research Corporation,  Kemgas Holdings and Kemgas
                    Alberta Ltd. dated November 5, 1993. (**)

               (16) Preliminary  Joint Venture and Distribution  Agreement among
                    Kemgas Sydney,  Taiyuan  Calcium Carbide Factory and Can-Chi
                    Ventures Ltd. dated May 23, 1993. (**)

               (17) Memorandum of Agreement (Loan Agreement) dated June 15, 1993
                    between Kemgas Sydney Inc. and Kemgas Overseas N.V. (**)

               (18) Option  Agreement  between  Kemgas and Leonard  Houzer dated
                    August 10, 1993. (**)

               (19) Option Agreement between Kemgas and John Michael Smith dated
                    August 10, 1993. (**)

               (20) Option  Agreement  between Kemgas and Isaac Moss dated April
                    22, 1994. (***)

               (21) Altered Memorandum of Kemgas, dated July 29, 1994. (****)

               (22) Certificate of  Continuance  to Bermuda,  dated February 13,
                    1995. (****)

               (23) Bye-Laws of Kemgas, as adopted June 1995. (****)

               (24) Amending Agreement between Kemgas, Kemgas Corporation, Inc.,
                    Epsom  Investments  Services N.V. and Kemgas Overseas,  N.V.
                    dated August 2, 1993. (****)

               (25) Memorandum of  Understanding  between  Kemgas  Licensing and
                    Buse Anlagenbau GmbH dated March 28, 1994. (****)

               (26) Acquisition Agreement for Anlagen- und Geraetbau GmbH, dated
                    April, 1995. (****)

               (27) Stock Purchase Agreement between Kemgas, Kemgas Corporation,
                    Inc.,  and Epsom  Investment  Services  N.V.  dated June 17,
                    1995. (****)

               (28) Technology Licensing Agreement between Kemgas Licensing Ltd.
                    and Zaklady  Chemiczne  "Oswiecim"  S.A. dated September 18,
                    1995. (****)

               (29) Assignment Agreement and License between Kemgas and James W.
                    Bunger and Associates dated March 17, 1996. (****)

               (30) Professional  Services Agreement between Kemgas and James W.
                    Bunger and Associates dated March 17, 1996. (****)

               (31) Option  Agreement  between Kemgas and Kenneth George Jackson
                    dated September 17, 1996. (****)

                                       37
<PAGE>

               (32) Credit Facility Agreement between Epsom Investment  Services
                    N.V. and Kemgas Ltd. dated February 27th 1998. (*****)

               (33) Addendum  to  Credit   Facility   Agreement   between  Epsom
                    Investment  Services N.V and Kemgas  Limited dated April 9th
                    1999 (reference no. 32 above). (******)

               (34) Certificate  of   Incorporation  on  Change  of  Name  dated
                    September 11, 2000. (******)

(*)        Previously  filed  with  Registration  Statement  on Form  20-F
           under  the Securities Exchange Act of 1934 on June 29, 1992.
(**)       Previously filed with the Form 20-F submitted for the fiscal year
           ended February 28, 1993.
(***)      Previously filed with the Form 20-F submitted for the fiscal year
           ended February 28, 1994.
(****)     Previously filed with the Form 20-F submitted for the fiscal year
           ended February 28, 1997.
(*****)    Previously filed with the Form 20 F submitted for the fiscal year
           ended February 28, 1998.
(******)   Previously filed with the Form 20 F submitted for the fiscal year
           ended February 29, 2000.


                                       38
<PAGE>





                                    SIGNATURE

         The registrant  hereby  certifies that it meets all of the requirements
for  filing  on Form  20-F  and  that it has  duly  caused  and  authorized  the
undersigned to sign this annual report on its behalf.

DATED:                               CALCITECH LTD.



                                     By:
                                        --------------------------------------
                                         Roger A. Leopard
                                         President and Chief Executive Officer