##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 
 FORM
20-F/A
 
 
 (Amendment
No. 1)
 
 
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE YEAR ENDED DECEMBER 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the year ended December 31, 2007
 Commission File Number 0-20420
 CALCITECH LTD.
  A CORPORATION FORMED UNDER THE LAWS OF BERMUDA
  Switzerland
    Common Shares
    o þ
 þ o
 þ o
  o o þ o
 þ o
 o þ




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##### Table of Contents



EXPLANATORY
NOTE







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##### Table of Contents



PagePART I
    
    
    1Item 1. Identity of Directors, Senior Management and Advisors
    
    
    1Item 2. Offer Statistics and Expected Timetable
    
    
    1Item 3. Key Information
    
    
    13A. Selected Financial Data
    
    
    13B. Capitalization and Indebtedness
    
    
    23C. Reasons for the Offer and Use of Proceeds
    
    
    23D. Risk Factors
    
    
    2Item 4(A). Unresolved Staff Comments
    
    
    4Item 4. Information on the Company
    
    
    44A. History and Development of the Company
    
    
    44B. Business Overview
    
    
    54C. Property, Plant and Equipment
    
    
    16Item 5. Operating and Financial Review and Prospects
    
    
    165A. Operating Results
    
    
    175B. Liquidity and Capital Resources
    
    
    185C. Research and Development, Patents and Licenses, etc.
    
    
    205D. Trend Information
    
    
    205E. Off Balance Sheet Arrangements
    
    
    205F. Tabular Disclosure of Contractual Obligations
    
    
    20Item 6. Directors, Senior Management and Employees
    
    
    216A. Directors, Senior Management
    
    
    216B. Compensation
    
    
    226C. Board Practices
    
    
    236D. Employees
    
    
    236E. Share Ownership
    
    
    23Item 7. Major Shareholders and Related Party Transactions
    
    
    247A. Major Shareholders
    
    
    247B. Related Party Transactions
    
    
    257C. Interest of Experts and Counsel.
    
    
    25Item 8. Financial Statements
    
    
    258A. Consolidated Statements and Other Financial Information
    
    
    258B. Significant Changes
    
    
    26Item 9. The Offer and Listing
    
    
    269A. Price History of Stock
    
    
    269B. Plan of Distribution
    
    
    279C. Markets
    
    
    279D. Selling Shareholders
    
    
    289E. Dilution
    
    
    289F. Expenses of the Issue
    
    
    28Item 10. Additional Information
    
    
    2810A. Share Capital
    
    
    2810B. Memorandum and Articles of Association
    
    
    2810C. Material Contracts
    
    
    29




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##### Table of Contents



Page10D. Exchange Controls
    
    
    2910E. Taxation
    
    
    3010F. Dividends and Paying Agents.
    
    
    3410G. Statement of Experts.
    
    
    3410H. Documents on Display.
    
    
    3410I. Subsidiary Information
    
    
    34Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 12. Description of Securities Other than Equity Securities
    
    
    34Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    34PART II
    
    
    34Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    34Item 15.
Controls and Procedures
    
    
    34Item 16.
    
    
    3616A Audit Committee Financial Report
    
    
    3616B Code Of Ethics
    
    
    3616C Principal Accountant Fees And Services
    
    
    3616D Exemptions From The Listing Standards For Audit Committees
    
    
    3716E Purchases Of Equity Securities By The Issuer And Affiliated Purchasers
    
    
    37PART
III
    
    
    37Item 17. Financial Statements
    
    
    37Item 18. Financial Statements
    
    
    37Item 19. Exhibits
    
    
    37EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13.1




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##### Table of Contents



PART I
 The following discussion contains forward-looking statements regarding events and financial
trends, which may affect CalciTech Ltds (CalciTech, the Company, we, our or us) future
operating results and financial position. Such statements are subject to risks and uncertainties
that could cause our 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 we are in the development stage, will need additional financing to build our 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
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 
 3A. Selected Financial Data
   year to
    
    
    10 months to
    
    
    year to
    
    
    year to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006
    
    
    Feb 28, 2005
    
    
    Feb 28, 2004$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Operations DataRevenue
    
    
    58,291
    
    
    
    47,640
    
    
    
    59,805
    
    
    
    75,000
    
    
    
    51,000Income (loss) from operations
    
    
    (314,000
    )
    
    
    (394,000
    )
    
    
    (1,438,000
    )
    
    
    (1,319,000
    )
    
    
    (2,025,000
    )Net loss
    
    
    (678,000
    )
    
    
    (620,000
    )
    
    
    (1,858,000
    )
    
    
    (1,668,000
    )
    
    
    (2,244,000
    )Number of shares
    
    
    99,998,665
    
    
    
    88,899,675
    
    
    
    88,899,675
    
    
    
    79,899,675
    
    
    
    63,899,675Loss per Common Share
    
    
    (0.007
    )
    
    
    (0.007
    )
    
    
    (0.02
    )
    
    
    (0.03
    )
    
    
    (0.04
    )Balance Sheet DataCumulative DeferredDevelopment Expenditure
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Assets
    
    
    5,450,000
    
    
    
    3,244,000
    
    
    
    2,507,000
    
    
    
    1,481,000
    
    
    
    1,036,000Long Term Obligations
    
    
    1,782,000
    
    
    
    1,993,000
    
    
    
    847,000
    
    
    
    1,577,000
    
    
    
    1,443,000Capital stock
    
    
    1,824,000
    
    
    
    1,813,000
    
    
    
    1,813,000
    
    
    
    1,805,000
    
    
    
    1,792,000Total Stockholders Equity/
(Deficiency)
    
    
    2,267,000
    
    
    
    (76,000
    )
    
    
    730,000
    
    
    
    (1,141,000
    )
    
    
    (2,571,000
    )
 1




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##### Table of Contents



3B. Capitalization and Indebtedness
  
 3C. Reasons for the Offer and Use of Proceeds
  
 3D. Risk Factors
   We Have Incurred Net Losses Since Our Inception and Expect Losses to Continue .
 If We Are Unable to Raise Funds Our Growth May Be Adversely Affected. 
  Our Inability to Protect Our Patents and Other Proprietary Rights Could Adversely Impact Our
Competitive Position.
 2




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Failure to Protect Our Trade Secrets May Assist Our Competitors.
 We Have Never Produced SCC on a Commercial Scale.
 Our Competitors May Develop a Competing Technology.
 Our SCC Product is at Initial Market Introduction and We Are Not Sure the Market Will Accept
it.
 All of our operations are located outside of the United States, substantially all of our
sales from samples are generated outside of the United States and all of our assets are located
outside of the United States, subjecting us to risks associated with international operations.
 
    
    difficulties in collecting accounts receivable and longer collection periods,
    
    changes in overseas economic conditions,
    
    fluctuations in currency exchange rates,
    
    potentially weaker intellectual property protections,
    
    changing and conflicting local laws and other regulatory requirements,
    
    political and economic instability,
    
    war, acts of terrorism or other hostilities,
    
    potentially adverse tax consequences,
    
    difficulties in staffing and managing foreign operations, or
    
    tariffs or other trade regulations and restrictions.
 3




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##### Table of Contents



Our results of operations may be adversely impacted by currency fluctuations.
 Penny stock rules may make it more difficult to trade our common shares .
 Potential litigation or environmental exposure may have a material adverse effect on our
financial condition or results of operation.
 
 Item 4(A). Unresolved Staff Comments
  
 Item 4. Information on the Company
 
 4A. History and Development of the Company
    4




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4B. Business Overview
 Synthetic Calcium Carbonate (SCC)
    Our SCC Process
  5




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Conventional PCC Process
  SCC Versus PCC Production Process
  The SCC Process
 
 6




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Conventional PCC Production
 
  
    
    The SCC process does not require lime slaking and classification steps. This gives
us significant advantages in both quality and cost effectiveness.
    
    The SCC process includes a digester circuit that facilitates the use of any waste
lime, such as carbide lime, thereby removing the need to purchase lime as is required
in the conventional process.
    
    The SCC process includes a promoter recycle loop to enhance the process economics.
Any impurities in the lime feed are rejected as insolubles in the digester resulting in
a final SCC product of the highest purity. SCC is independent of the purity of the
starting material and is always superior to that of the starting material.
    
    In the SCC process, the total lime content is present in solution whereas in the
conventional process the lime is present in suspension (milk-of-lime). The reaction
times in the SCC process are therefore much shorter than in the conventional process as
the
 7




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SCC process eliminates the slow lime dissolution step. This advantage allows for
the use of smaller equipment as well as providing a much higher degree of control over
the process. The SCC solution process is therefore more flexible and easier controlled
than the conventional suspension process enabling a narrower particle size
distribution. Additionally, the higher level of control enables SCC to tailor make
products in a wide range of crystal sizes, from nano-sized product (< 0.1micron) up
to 20micron, so that various markets can be served.
 Patents
  Development of the SCC Technology
    8




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##### Table of Contents



2
  TM TM
 Development and Marketing of SCC Product
 2
  Paper Industry
 TM TM TM TM TM
 CalciLS TM Products. TM TM 2 TM TM TM
 TM TM
 CalciSG TM Products. TM TM
 CalciRG TM Products. TM TM
 9




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##### Table of Contents



TM
  TM
 TM TM
   
    
    Is the only product to show consistent low viscosity at all shear levels:applying
our SCC in a coatings mix will positively influence the running behaviour of the paper
producing machinery, leading to increased productivity and lower costs.
    
    Imparts superior whiteness and brightness: these are essential product quality
parameters, required to produce high quality high-end paper.
    
    Leads to greater opacity:another very important quality parameter, especially
important for light-weight papers.
    
    Has superior print gloss:this parameter greatly determines the quality of the
printed product. Our SCC imparts a higher gloss on the coated paper, but over and
above that, the contrast between the print and background shows superiority as well.
    
    Gives slow ink settling:this leads to lower ink consumption and hence significant
cost savings for the printer.
    
    Provides superior rotogravure printability.
 10




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##### Table of Contents



TM TM
 TM TM
 TM TM
 Food, Pharmaceutical and Cosmetic Industries
 CalciSP TM Product TM TM TM
 TM
 Plastic, Sealant, Rubber and Adhesives Industry
 CalciRC TM Product TM TM
 11




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Paint Industry
  Business Activity: Small scale production plant
  Business Activity: Germany
 2
      12




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Business Activity: Republic of Slovakia
    Business Activity: Americas
  Bubbletube
   13




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Other Products, Patents and Licenses
    Financing
     14




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Revenue
  Dependence on Customers and Suppliers
  Project and Product Development
   15




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Organizational Structure:
 
 
 4C. Property, Plant and Equipment
    
 Item 5. Operating and Financial Review and Prospects
 Overview
  16




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
    
    Grant from European Structural Fund: up to 50% of the capital expenditure for the
first plant,
    
    20% of capital expenditure arranged by the Company, and
    
    30% of capital expenditure by the German subsidiary companys house bank.
   Critical accounting policies
  Going concern
   
 5A. Operating Results
  (Unaudited)Year Ended
    
    
    10 Months Ended
    
    
    10 Months EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005OPERATING REVENUE
    
    $
    58,000
    
    
    $
    48,000
    
    
    $
    13,000COST OF REVENUES
    
    ($
    60,000
    )
    
    ($
    32,000
    )
    
    ($
    43,000
    )GROSS MARGIN
    
    ($
    2,000
    )
    
    $
    16,000
    
    
    ($
    30,000
    )Research and development expenses
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-Project development expenses
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    -0-Product development expenses
    
    $
    -0-
    
    
    $
    -0-
    
    
    $
    242,000General and administrative expenses
    
    $
    313,000
    
    
    $
    410,000
    
    
    $
    897,000OPERATING LOSS
    
    ($
    314,000
    )
    
    ($
    394,000
    )
    
    ($
    1,169,000
    )NET LOSS BEFORE INCOME TAXES
    
    ($
    656,000
    )
    
    ($
    622,000
    )
    
    ($
    1,619,000
    )PROVISION FOR INCOME TAXES
    
    ($
    22,000
    )
    
    $
    2,000
    
    
    $
    -0-NET LOSS
    
    ($
    678,000
    )
    
    ($
    620,000
    )
    
    ($
    1,619,000
    )
 December 31, 2007 compared to December 31, 2006.
 Revenue
 17




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Expenses
 Net Loss
 December 31,
2006 compared to December 31, 2005 (unaudited).
 Revenue
 Expenses
 Net Loss
 Foreign Currency Exchange Rates
  Inflation
  Interest Rate Sensitivity
  
 5B. Liquidity and Capital Resources
   18




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19




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5C. Research and Development, Patents and Licenses, etc.
  
 5D. Trend Information
  
 5E. Off Balance Sheet Arrangements
  
 5F. Tabular Disclosure of Contractual Obligations
  Dec 31, 2007
    
    
    Payments Due by PeriodContractual Obligations
    
    Total
    
    
    < 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    > 5 years$
    
    
    $
    
    
    $
    
    
    $
    
    
    $Credit facility
    
    
    1,630
    
    
    
    0
    
    
    
    1,630
    
    
    
    0
    
    
    
    0Convertible debentures
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0Debenture Interest payable
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0Equipment leasing
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0Property rental
    
    
    140,400
    
    
    
    37,440
    
    
    
    103,000
    
    
    
    0
    
    
    
    0Total Contractual Cash Obligations
    
    
    142,030
    
    
    
    37,440
    
    
    
    104,630
    
    
    
    0
    
    
    
    0
  Credit facility.
 20




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Convertible Debentures
 Interest payable
 Property Rental
 
 6. Directors, Senior Management and Employees
 
 6A. Directors, Senior Management
   Name
    
    Age
    
    Positions Held
    
    PeriodRoger A. Leopard
    
    
    65
    
    
    Director
    
    June 2001  PresentPresident and Chief
Executive Officer
    
    February 2000  PresentAlan Edward Perkins
    
    
    70
    
    
    Director
    
    February 2005  PresentJohn M. Smith
    
    
    72
    
    
    Director
    
    August 1993  PresentHoward Edmund Browning
    
    
    64
    
    
    Director
    
    March 2005  PresentNicholas Meadmore
    
    
    58
    
    
    Chief Financial Officer
    
    September 2005  Present
 Roger A. Leopard.
 Alan Edward Perkins.
 21




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##### Table of Contents



John M. Smith.
 Howard Edmund Browning.
 Nicholas Meadmore
 
 6B. Compensation
  Directors Compensation
  Executive Compensation
  22




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SUMMARY COMPENSATION TABLE
 Long Term CompensationAnnual Compensation
    
    Awards
    
    and PayoutsSecuritiesCash
    
    Other Annual
    
    Restricted
    
    Underlying
    
    LTIP
    
    All OtherName and
    
    Fiscal
    
    Compensation
    
    Compensation
    
    Stock
    
    Options
    
    Payouts
    
    CompensationPrincipal Position
    
    Period
    
    $
    
    $
    
    Award(s)
    
    #
    
    $
    
    $Roger A. Leopard
C.E.O. & President
    
    Dec 2007
    
    
    218,000
    
    
    Nil
    
    Nil
    
    
    500,000
    
    
    Nil
    
    NilNicholas Meadmore
C.F.O.
    
    Dec 2007
    
    
    118,000
    
    
    Nil
    
    Nil
    
    Nil
    
    Nil
    
    Nil
 
 6C. Board Practices
   
 6D. Employees
  
 6E. Share Ownership
  Dec 31, 2007Number ofShares
    
    
    PercentRoger A. Leopard (non-beneficial)
    
    
    1,095,625
    
    
    
    1.10
    %John M. Smith
    
    
    225,668
    
    
    
    0.23
    %Alan Perkins
    
    
    100,000
    
    
    
    0.10
    %Howard Browning
    
    
    0
    
    
    
    0
  23




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Stock Option Plan/Equity Incentive Plans
    Outstanding Options
 Shares Underlying
    
    
    
    
    
    Purchase Price, ifName
    
    Options
    
    Exercise Price
    
    any
    
    Expiration DateRoger A Leopard
    
    
    500,000
    
    
    CAD $0.33
    
    
    
    
    
    October 10, 2008H J M Tompkins
    
    
    250,000
    
    
    CAD $0.30
    
    
    
    
    
    February 25, 2010250,000
    
    
    CAD $0.45
    
    
    
    
    
    February 25, 2010100,000
    
    
    CAD $0.33
    
    
    
    
    
    February 25, 2010100,000
    
    
    CAD $0.24
    
    
    
    
    
    February 25, 2010John M Smith
    
    
    250,000
    
    
    CAD $0.45
    
    
    
    
    
    February 25, 2008100,000
    
    
    CAD $0.33
    
    
    
    
    
    October 10, 2008100,000
    
    
    USD $0.24
    
    
    
    
    
    February 25, 2010Marc Lakmaaker
    
    
    50,000
    
    
    CAD $0.33
    
    
    
    
    
    October 10, 2008Geoffrey Long
    
    
    100,000
    
    
    CAD $0.33
    
    
    
    
    
    October 10, 2008Alan E Perkins
    
    
    250,000
    
    
    USD $0.24
    
    
    
    
    
    February 25, 2010Howard E Browning
    
    
    250,000
    
    
    USD $0.23
    
    
    
    
    
    June 30, 2010
 
 Item 7. Major Shareholders and Related Party Transactions
 
 7A. Major Shareholders
   24




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7B. Related Party Transactions
    
 7C. Interest of Experts and Counsel.
  
 Item 8. Financial Statements
 
 8A. Consolidated Statements and Other Financial Information
  
    
    Auditors Report.
    
    Consolidated Balance Sheet for years ended December 31, 2007 and December 31, 2006.
    
    Consolidated Statement of Operations for the years ended December 31, 2007, December
31, 2006, and February 28, 2006.
    
    Consolidated Statement of Shareholders Equity (Deficit) for the years ended December
31, 2007, December 31, 2006, and February 28, 2006.
    
    Consolidated Statement of Cash Flows for the years ended December 31, 2007, December
31, 2006, and February 28, 2006.
    
    Notes to Consolidated Financial Statements.
 Dividend Policy
  25




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8B. Significant Changes
  
 Item 9. The Offer and Listing
 
 9A. Price History of Stock
   
    
    The continuing obligations and resulting demands on our financial and personnel
resources required in maintaining the TSX listing, were considered to be in no
proportion to the benefits received from this listing.
    
    Service levels received by us were considered to fall substantially short of those
to be expected from a professionally run exchange.
    
    The level of competence and swiftness of response from the TSX in relation to issues
raised by us were considered to be lacking. Example of aforementioned is the serious
delay by the TSX, of over one year, in approving newly issued CalciTech stock.
    
    During our time on the TSX, we had been confronted with a number of unjustifiable
trade halts. In these instances it was found that the TSX refused to communicate
clearly and in a timely fashion to the arguments brought up by us. The insistence by
the regulatory bodies in Canada on two occasions that we file a Quarterly Management
Discussion and Analysis as a prerequisite for resumption of trade, were wholly
unfounded under BCSC and ASC regulation. We were forced to expend significant
resources in resolving a situation we had been forced into unnecessarily.
    
    We felt our resources were better spent in consolidating our North American listing
on the OTC Bulletin Board while focusing on implementing new and anticipated procedures
in compliance with the Sarbanes-Oxley Act.
    
    It was felt that a consolidation on the OTC Bulletin Board would concentrate trading
in our shares, thereby providing a more accurate picture to shareholders of trading
pattern on the North American market.
    
    The consolidation was also seen as a measure to reduce arbitrage trading on the
North American markets.
  26




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TSX Venture Exchange
    
    OTC Bulletin Board
    
    OFEXC$
    
    C$
    
    US$
    
    US$
    
    UK£
    
    UK£Period
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowMarch 2008
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.29
    
    
    $
    0.20
    
    
    £
    0.12
    
    
    £
    0.12February 2008
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.28
    
    
    $
    0.20
    
    
    £
    0.13
    
    
    £
    0.12January 2008
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.29
    
    
    $
    0.20
    
    
    £
    0.13
    
    
    £
    0.12December 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.29
    
    
    $
    0.20
    
    
    £
    0.14
    
    
    £
    0.14November 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.29
    
    
    $
    0.25
    
    
    £
    0.15
    
    
    £
    0.122007
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low4th Qtr ended December 31, 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.35
    
    
    $
    0.20
    
    
    £
    0.16
    
    
    £
    0.123rd Qtr ended September 30, 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.35
    
    
    $
    0.16
    
    
    £
    0.17
    
    
    £
    0.112nd Qtr ended June 30, 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.44
    
    
    $
    0.26
    
    
    £
    0.24
    
    
    £
    0.171st Qtr ended March 31, 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.56
    
    
    $
    0.35
    
    
    £
    0.25
    
    
    £
    0.212006
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low4th Qtr ended December 31, 2006
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.44
    
    
    $
    0.25
    
    
    £
    0.21
    
    
    £
    0.173rd Qtr ended September 30, 2006
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.30
    
    
    $
    0.18
    
    
    £
    0.17
    
    
    £
    0.132nd Qtr ended June 30, 2006
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.51
    
    
    $
    0.25
    
    
    £
    0.27
    
    
    £
    0.171st Qtr ended March 31, 2006
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.59
    
    
    $
    0.31
    
    
    £
    0.29
    
    
    £
    0.21Period
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowJan 1, 2007 - Dec 31, 2007
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.56
    
    
    $
    0.16
    
    
    £
    0.25
    
    
    £
    0.11Jan 1, 2006 - Dec 31, 2006
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0.60
    
    
    $
    0.13
    
    
    £
    0.29
    
    
    £
    0.13Jan 1, 2005 - Dec 31, 2005
    
    $
    0.40
    
    
    $
    0.30
    
    
    $
    0.29
    
    
    $
    0.15
    
    
    £
    0.12
    
    
    £
    0.11Jan 1, 2004 - Dec 31, 2004
    
    $
    0.49
    
    
    $
    0.24
    
    
    $
    0.31
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/AJan 1, 2003 - Dec 31, 2003
    
    $
    0.73
    
    
    $
    0.39
    
    
    $
    0.41
    
    
    $
    0.25
    
    
    
    N/A
    
    
    
    N/A
 
 9B. Plan of Distribution
  
 9C. Markets
  27




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##### Table of Contents



9D. Selling Shareholders
  
 9E. Dilution
  
 9F. Expenses of the Issue
  
 Item 10. Additional Information
 
 10A. Share Capital
  
 10B. Memorandum and Articles of Association
  Common Shares
  Powers and Duties of Directors
    28




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Shareholders
    
 10C. Material Contracts
 Addendum to the Credit Facility Agreement between Epsom Investment Services N.V. and CalciTech
Ltd. dated February 27, 1998.
  Addendum to the Credit Facility Agreement between Epsom Investment Services N.V. and CalciTech
Ltd. dated February 27, 2006.
 
 10D. Exchange Controls
  29




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##### Table of Contents



10E. Taxation
  Certain United States Federal Income Tax Considerations
    
    
    an insurance company;
    
    a tax-exempt organization;
    
    a financial institution;
    
    a person subject to the alternative minimum tax;
    
    a person who is a broker-dealer in securities;
    
    an S corporation;
    
    an expatriate subject to Section 877 of the Code;
    
    an owner of, directly, indirectly or by attribution, 10% or more of the outstanding
Common Shares; or
    
    an owner holding Common Shares as part of a hedge, straddle, synthetic security or
conversion transaction.
 30




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##### Table of Contents



Dividends.
  Dispositions of Common Shares.
  Special United States Federal Income Tax Considerations
 Passive Foreign Investment Company
 31




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
    
    any excess distribution that the U.S. Investor receives on Common Shares, and
    
    any gain the U.S. Investor realizes from a sale or other disposition (including a
pledge) of the Common Shares, unless the U.S. Investor makes a mark-to-market
election as discussed below.
  
    
    the excess distribution or gain will be allocated ratably over your holding period
for the Common Shares,
    
    the amount allocated to the current taxable year, and any taxable year prior to the
first taxable year in which we were a passive foreign investment company, will be
treated as ordinary income, and
    
    the amount allocated to each other year will be subject to tax at the highest tax
rate in effect for that year and the interest charge generally applicable to
underpayments of tax will be imposed on the resulting tax attributable to each such
year.
    32




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##### Table of Contents



Non-U.S. Investors
    U.S. Information Reporting and Backup Withholding
   33




---



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10F. Dividends and Paying Agents.
  
 10G. Statement of Experts.
  
 10H. Documents on Display.
   
 10I. Subsidiary Information
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 12. Description of Securities Other than Equity Securities
  
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Part II
 
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures.
 (a) Disclosure Controls and Procedures.
  34




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##### Table of Contents



(b) Managements Annual Report on Internal Control over Financial Reporting.
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect transactions and dispositions of assets;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation and fair presentation of financial statements, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
CalciTech management; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements.
   
  
 (c) Attestation Report of the Registered Public Accounting Firm.
  (d) Changes in Internal Control over Financial Reporting.
  35




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Item 16.
 
 16A Audit Committee Financial Report
  
 16B Code Of Ethics
  
 16C Principal Accountant Fees And Services
  Audit Fees
    Audit-Related Fees
  Tax Fees
  All Other Fees
   36




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16D Exemptions From The Listing Standards For Audit Committees
  
 16E Purchases Of Equity Securities By The Issuer And Affiliated Purchasers
  
 Part III
 
 Item 17. Financial Statements
  
    
    Auditors Report.
    
    Consolidated Balance Sheet for the year ended
December 31, 2007 and 10 months to December 31, 2006.
    
    Consolidated Statement of Operations for the year ended
December 31, 2007, 10 months to December
31, 2006, and the year ended February 28, 2006.
    
    Consolidated Statement of Shareholders Equity (Deficit) for the year ended December
31, 2007, 10 months to December 31, 2006, and the year ended February 28, 2006.
    
    Consolidated Statement of Cash Flows for the year ended December 31, 2007, 10 months to December
31, 2006, and the year ended February 28, 2006.
    
    Notes to Consolidated Financial Statements.
 
 Item 18. Financial Statements
  
 Item 19. Exhibits
 Exhibit No.
    
    
    Name1.1
    
    
    Articles of Kemgas Ltd. (1)1.2
    
    
    Altered Memorandum of Kemgas. (1)1.3
    
    
    Altered Memorandum of Kemgas, dated July 29, 1994 (2)1.4
    
    
    Certificate of Continuance to Bermuda, dated February 13, 1995 (2)1.5
    
    
    Bye-Laws of Kemgas, as adopted June 1995 (2)1.6
    
    
    Certificate of Incorporation on Change of Name dated September 11, 2000 (3)4.1
    
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated February 28, 2005 (4)4.2
    
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated April 2006 (5)
 37




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##### Table of Contents



Exhibit No.
    
    
    Name4.3
    
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated August 15, 2006 (5)4.4
    
    
    Form of 5% Convertible Debenture due February 28, 2005 (4)4.5
    
    
    Form of Addendum to 5% Convertible Debenture Due February 28, 2005 (4)4.6
    
    
    Consulting Agreement between CalciTech Ltd. and H.J. Mark Tompkins dated February 25, 2005 (4)8.1
    
    
    List of Subsidiaries (4)12.1
    
    
    Certification of the Principal Executive Officer under the Sarbanes-Oxley Act*12.2
    
    
    Certification of the Principal Financial Officer under the Sarbanes-Oxley Act*13.1
    
    
    Certification under Section 1350*
 
 *
    
    To be filed herewith(1)
    
    Previously filed with Registration Statement on Form 20-F under the Securities Exchange Act
of 1934 on June 29, 1992.(2)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 1997.(3)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 29, 2000.(4)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 2005.(5)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 2006. 38




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SIGNATURE
 
  
 DATED: October 3, 2008
    CALCITECH LTD.By:
    /s/ Roger A. LeopardRoger A. LeopardPresident and Chief Executive Officer 39




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CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2007
 40




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st th st




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42




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43




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44




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45




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To the shareholders and board of directors of CalciTech Ltd
      
 
 
 
 
  46




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CALCITECH LTD
CONSOLIDATED BALANCE SHEET
As of December 31, 2007, December 31, 2006 and February 28, 2006
 10 monthsyear to
    
    
    to
    
    
    year toDec 31,
    
    
    Dec 31,
    
    
    Feb 28,2007
    
    
    2006
    
    
    2006ASSETS
    
    Notes
    
    
    $
    
    
    $
    
    
    $Current assetsCash and cash equivalents
    
    
    2.6
    
    
    
    117
    
    
    
    385
    
    
    
    1,313Stock
    
    
    
    
    
    
    7
    
    
    
    6
    
    
    
    6Receivables, prepaid expenses
and other current assets
    
    
    3
    
    
    
    277
    
    
    
    238
    
    
    
    235Total current assets
    
    
    
    
    
    
    401
    
    
    
    629
    
    
    
    1,554Non-current assetsProperty, plant and
equipment, net
    
    
    4
    
    
    
    1,181
    
    
    
    972
    
    
    
    600Intangible assets
    
    2.8 and 5
    
    
    3,867
    
    
    
    1,643
    
    
    
    354Total non-current assets
    
    
    
    
    
    
    5,049
    
    
    
    2,615
    
    
    
    954TOTAL ASSETS
    
    
    
    
    
    $
    5,450
    
    
    $
    3,244
    
    
    $
    2,508
  47




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CALCITECH LTD
CONSOLIDATED BALANCE SHEET
As of December 31, 2007, December 31, 2006 and February 28, 2006
 10 monthsyear to
    
    
    to
    
    
    year toDec 31,
    
    
    Dec 31,
    
    
    Feb 28,2007
    
    
    2006
    
    
    2006LIABILITIES & SHAREHOLDERS EQUITY /(DEFICIENCY)
    
    Notes
    
    
    $
    
    
    $
    
    
    $Current liabilitiesAccounts payable
    
    
    
    
    
    
    865
    
    
    
    757
    
    
    
    217Accruals
    
    
    
    
    
    
    233
    
    
    
    192
    
    
    
    254Convertible debentures  current portion
    
    
    2.14 & 8.1
    
    
    
    0
    
    
    
    92
    
    
    
    92Deferred gain on sale and leaseback  current portion
    
    
    
    
    
    
    99
    
    
    
    99
    
    
    
    99Other loans
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    100Hire Purchase Agreement  current portion
    
    
    7
    
    
    
    177
    
    
    
    158
    
    
    
    142Provisions  current portion
    
    
    11
    
    
    
    27
    
    
    
    29
    
    
    
    26Total Current Liabilities
    
    
    
    
    
    $
    1,401
    
    
    $
    1,327
    
    
    $
    930Non Current LiabilitiesConvertible debentures  non-current portion
    
    
    2.14 & 8.1
    
    
    
    0
    
    
    
    0
    
    
    
    0Credit facility
    
    
    6
    
    
    
    1,630
    
    
    
    1,580
    
    
    
    214Deferred gain on sale and leaseback
    
    
    
    
    
    
    0
    
    
    
    99
    
    
    
    182Other loans
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    0Hire Purchase Agreement  non-current portion
    
    
    7
    
    
    
    0
    
    
    
    158
    
    
    
    284Provisions  non-current portion
    
    
    11
    
    
    
    152
    
    
    
    156
    
    
    
    167Total Non Current Liabilities
    
    
    
    
    
    $
    1,782
    
    
    $
    1,993
    
    
    $
    847Total liabilities
    
    
    
    
    
    $
    3,183
    
    
    $
    3,320
    
    
    $
    1,777Commitments and ContingenciesShareholders Equity
    
    
    8Common stock, Cdn $0.001 par value;
150,000,000 shares authorised; issued & outstanding
99,998,665 at December 31, 2007,
(88,899,675 at December 31, 2006)
    
    
    
    
    
    
    1,824
    
    
    
    1,813
    
    
    
    1,813Share premium, holders options outstanding
on credit facility and contribution surplus
    
    
    
    
    
    
    40,661
    
    
    
    37,457
    
    
    
    37,457Convertible debentures
    
    
    
    
    
    
    4,642
    
    
    
    4,613
    
    
    
    4,613Accumulated deficit during the development stage
    
    
    
    
    
    
    (44,368
    )
    
    
    (43,690
    )
    
    
    (43,070
    )Cumulative foreign currency translation adjustments
    
    
    
    
    
    
    (492
    )
    
    
    (269
    )
    
    
    (82
    )Total Shareholders (Deficit) Equity
    
    
    
    
    
    
    2,267
    
    
    
    (77
    )
    
    
    731TOTAL LIABILITIES & SHAREHOLDERS EQUITY (DEFICIT)
    
    
    
    
    
    $
    5,450
    
    
    $
    3,244
    
    
    $
    2,508
  48




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CALCITECH LTD
CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2007,
the ten month period ended December 31, 2006,
and the year ended February 28, 2006
 year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006Notes
    
    
    $
    
    
    $
    
    
    $Revenues
    
    
    
    
    
    
    58
    
    
    
    48
    
    
    
    60Cost of revenues
    
    
    
    
    
    
    (60
    )
    
    
    (32
    )
    
    
    (53
    )Gross margin
    
    
    
    
    
    
    (2
    )
    
    
    16
    
    
    
    7Research and development expenses
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Project development expenses
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0Product development expenses
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    310General and administrative expenses
    
    
    
    
    
    
    313
    
    
    
    410
    
    
    
    1,135Operating loss
    
    
    
    
    
    
    (314
    )
    
    
    (394
    )
    
    
    (1,438
    )Profit on disposals
    
    
    9
    
    
    
    0
    
    
    
    0
    
    
    
    0Interest expense
    
    
    
    
    
    
    (341
    )
    
    
    (228
    )
    
    
    (419
    )Loss before income taxes
    
    
    
    
    
    
    (656
    )
    
    
    (622
    )
    
    
    (1,857
    )Provision for income taxes
    
    
    11
    
    
    
    (22
    )
    
    
    2
    
    
    
    (1
    )Net Loss
    
    
    
    
    
    $
    (678
    )
    
    $
    (620
    )
    
    $
    (1,858
    )Net deficit per share:Basic and diluted
    
    
    
    
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )Shares used in net loss per share calculation:Basic and diluted
    
    
    
    
    
    
    99,998,665
    
    
    
    88,899,675
    
    
    
    80,738,031
   49




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CALCITECH LTD
CONSOLIDATED STATEMENT OF SHAREHOLDERS (DEFICIT) EQUITY
For the year ended December 31, 2007,
the ten month period ended December 31, 2006,
and the year ended February 28, 2006
 CumulativeShare premium,
    
    
    
    
    
    Accumulated
    
    foreign
    
    Totalholders option
    
    
    
    
    
    deficit during
    
    currency
    
    consolidatedoutstanding and
    
    Convertible
    
    development
    
    translation
    
    shareholdersNote
    
    Common stock
    
    contributed surplus
    
    debentures
    
    stage
    
    adjustments
    
    (deficit) equityBalances, February 28, 2005
    
    
    
    
    
    
    79,899,675
    
    
    
    1,805
    
    
    
    34,563
    
    
    
    3,920
    
    
    
    (41,213
    )
    
    
    (216
    )
    
    
    (1,141
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    (1,858
    )
    
    
    0
    
    
    
    (1,858
    )Issue of Warrants as common stock
    
    
    
    
    
    
    9,000,000
    
    
    
    8
    
    
    
    3,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,119Debentures: non-current portion adjs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (217
    )
    
    
    693
    
    
    
    
    
    
    
    
    
    
    
    476Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    134
    
    
    
    135Balances, February 28, 2006
    
    
    
    
    
    
    88,899,675
    
    
    
    1,813
    
    
    
    37,457
    
    
    
    4,613
    
    
    
    (43,070
    )
    
    
    (82
    )
    
    
    731Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    (620
    )
    
    
    0
    
    
    
    (620
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (187
    )
    
    
    (187
    )Balances, December 31, 2006
    
    
    
    
    
    
    88,899,675
    
    
    
    1,813
    
    
    
    37,457
    
    
    
    4,613
    
    
    
    (43,690
    )
    
    
    (269
    )
    
    
    (76
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    (678
    )
    
    
    0
    
    
    
    (678
    )Issuance of common stock on conversion
of credit facility
    
    
    8.2
    
    
    
    11,098,990
    
    
    
    11
    
    
    
    3,249
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,260Debentures: non-current portion adjs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    29
    
    
    
    0
    
    
    
    0
    
    
    
    (13
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    0
    
    
    
    0
    
    
    
    (224
    )
    
    
    (227
    )Balances, December 31, 2007
    
    
    
    
    
    
    99,998,665
    
    
    
    1,824
    
    
    
    40,661
    
    
    
    4,642
    
    
    
    (44,368
    )
    
    
    (493
    )
    
    
    2,266
  50




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CALCITECH LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 2007,
the ten month periods ended December 31, 2006,
and the year ended February 28, 2006
 year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Cash flows from operating activitiesNet loss
    
    
    (678
    )
    
    
    (620
    )
    
    
    (1,858
    )Adjustments for:Profit on disposal of investment
    
    
    0
    
    
    
    0
    
    
    
    0Depreciation and amortization
    
    
    139
    
    
    
    76
    
    
    
    98Interest expense
    
    
    0
    
    
    
    0
    
    
    
    0Operating loss before working capital changes
    
    
    (539
    )
    
    
    (544
    )
    
    
    (1,760
    )Changes in working capital:Receivables, prepayments & current assets
    
    
    (39
    )
    
    
    (4
    )
    
    
    38Accounts payable, accruals and provisions
    
    
    149
    
    
    
    478
    
    
    
    (503
    )Adjustment in Convertible Debentures
    
    
    0
    
    
    
    0
    
    
    
    693Net cash used in operating activities
    
    
    (429
    )
    
    
    (70
    )
    
    
    (1,532
    )Cash flows from investing activities in:Property, plant and equipment
    
    
    (348
    )
    
    
    (136
    )
    
    
    (26
    )Plant pre-financing, project & product development
    
    
    (2,152
    )
    
    
    (1,560
    )
    
    
    (158
    )Patents
    
    
    (72
    )
    
    
    (42
    )
    
    
    (72
    )Net cash used in investing activities
    
    
    (2,572
    )
    
    
    (1,738
    )
    
    
    (256
    )Cash flows from financing activities:Other loans
    
    
    (197
    )
    
    
    (190
    )
    
    
    (109
    )Sale and leaseback
    
    
    (140
    )
    
    
    (110
    )
    
    
    (208
    )Proceeds from credit facility
    
    
    50
    
    
    
    1,653
    
    
    
    1,637Payment of credit facility
    
    
    0
    
    
    
    (287
    )
    
    
    (1,662
    )Proceeds from conversion
    
    
    3,261
    
    
    
    0
    
    
    
    2,902Net cash provided by financing activities
    
    
    2,974
    
    
    
    1,066
    
    
    
    2,560Effect of exchange rate changes on cash
and cash equivalents
    
    
    (240
    )
    
    
    (186
    )
    
    
    134Net (decrease)/increase in cash & cash equivalents
    
    
    (268
    )
    
    
    (928
    )
    
    
    906Cash and cash equivalents, beginning of year
    
    
    385
    
    
    
    1,313
    
    
    
    407Cash and cash equivalents, end of year
    
    $
    117
    
    
    $
    385
    
    
    $
    1,313
  51




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
 1. BUSINESS OF THE COMPANY
   2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 2.1 Going concern
    52




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
     
  2.2 Basis of presentation
   53




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
 2.3 Principles of consolidation
  2.4 Use of estimates
  2.5 Foreign currency translation
    year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Unrealised loss on currencies
    
    
    370
    
    
    
    216
    
    
    
    (68
    )Change in foreign currency adjustments
    
    
    (225
    )
    
    
    (187
    )
    
    
    134Exchange Gain
    
    $
    146
    
    
    $
    29
    
    
    $
    66
 54




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
 2.6 Cash and cash equivalents
  2.7 Property, plant and equipment
  Plant and equipment
    
    5 to 10 yearsOffice furniture and equipment
    
    3 to 8 years
  2.8 Intangible Assets
  2.9 Research and development
  
    
    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 2.1 and;
 
    
    its ability to measure the expenditure attributable to the intangible asset during its
development reliably.
 55




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
  
    
    expenditure on materials and services used or consumed in generating the intangible asset;
 
    
    the salaries, wages and other employment related costs of personnel directly engaged in
generating the asset, and
 
    
    any expenditure that is directly attributable to generating the asset, such as the
amortisation of patents used to generate the asset.
  2.10 Net loss per common share
   2.11 Fair value of financial instruments
  2.12 Deferred taxation
   2.13 Stock options
  2.14 Convertible debt accounting
  56




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
   2.15 Modification of debt instruments
  a.
    
    The present value of the cash flows under the terms of the modified or new debt instrument
is at least 10% different from the present value of the remaining cash flows under the terms
of the original debt instrument;b.
    
    There is a change in the borrowing currency; or
 c.
    
    There is a change in the creditor and the original debt is legally discharged by the debtor
through a cash payment or otherwise.
   2.16 Government grants
  57




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
 
 year to
    
    10 months to
    
    year toGovernment Grants
    
    Dec 31, 2007
    
    Dec 31, 2006
    
    Feb 28, 2006Germany
    
    
    19
    
    
    
    22
    
    
    
    22
 2.17 Leases
   2.18 Revenue recognition
    2.19 Borrowing costs
  58




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007     (amounts in thousands of US dollars, except share data)
 2.20 Inventories
  3. RECEIVABLES, PREPAID EXPENSES AND OTHER CURRENT ASSETS
  Dec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Accounts receivable
    
    
    90
    
    
    
    68
    
    
    
    134Other debtors
    
    
    13
    
    
    
    25
    
    
    
    23VAT receivable
    
    
    72
    
    
    
    38
    
    
    
    4Deposits
    
    
    45
    
    
    
    40
    
    
    
    24Prepaid expenses
    
    
    58
    
    
    
    67
    
    
    
    50Total
    
    $
    277
    
    
    $
    238
    
    
    $
    235
 4. PROPERTY, PLANT AND EQUIPMENT
  December 31, 2007Building,
    
    Commercial
    
    OfficeComputer
    
    Plant &
    
    Plant Pre-
    
    Furniture &Equipment
    
    Equipment
    
    financing
    
    Equipment
    
    Total$
    
    $
    
    
    
    $
    
    $Balance at December 31, 2006
    
    
    24
    
    
    
    614
    
    
    
    312
    
    
    
    21
    
    
    
    972Additions
    
    
    2
    
    
    
    21
    
    
    
    250
    
    
    
    10
    
    
    
    283Disposals
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Depreciation during year
    
    
    (10
    )
    
    
    (124
    )
    
    
    0
    
    
    
    (15
    )
    
    
    (149
    )Foreign Currency Adjustments
    
    
    2
    
    
    
    71
    
    
    
    0
    
    
    
    2
    
    
    
    75Balance at December 31, 2007
    
    $
    18
    
    
    
    583
    
    
    
    562
    
    
    
    18
    
    
    
    1,181Gross Amount
    
    
    37
    
    
    
    937
    
    
    
    562
    
    
    
    109
    
    
    
    1,645Accumulated Depreciation
    
    
    (19
    )
    
    
    (354
    )
    
    
    0
    
    
    
    (91
    )
    
    
    (463
    )Balance at December 31, 2007
    
    $
    18
    
    
    
    583
    
    
    
    562
    
    
    
    18
    
    
    
    1,181
  
 59




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
   Year ending December 31, 2008
    
    $
    178Total minimum lease payments
    
    $
    178Less: amounts representing interest
    
    $
    15Net minimum lease payments
    
    $
    163
 5. INTANGIBLE ASSETS
  CommercialProject
    
    Product
    
    Plant Pre-Development
    
    Development
    
    financing
    
    Patents
    
    Total$
    
    $
    
    $
    
    $
    
    $Balance at December 31, 2006
    
    
    817
    
    
    
    357
    
    
    
    231
    
    
    
    238
    
    
    
    1,643Additions
    
    
    561
    
    
    
    459
    
    
    
    1,015
    
    
    
    72
    
    
    
    2,107Disposals
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Amortisation during period
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Foreign Currency Adjustments
    
    
    25
    
    
    
    30
    
    
    
    63
    
    
    
    0
    
    
    
    117Balance at December 31, 2007
    
    $
    1,403
    
    
    
    846
    
    
    
    1,309
    
    
    
    310
    
    
    
    3,867Gross Amount
    
    
    1,403
    
    
    
    846
    
    
    
    1,311
    
    
    
    337
    
    
    
    3,897Accumulated Amortisation
    
    
    0
    
    
    
    0
    
    
    
    (2
    )
    
    
    (28
    )
    
    
    (30
    )Balance at December 31, 2007
    
    $
    1,403
    
    
    
    846
    
    
    
    1,309
    
    
    
    310
    
    
    
    3,867
  6. CREDIT FACILITY AGREEMENT
  60




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
    year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Face value of note issued during the year
    
    
    3,136
    
    
    
    1,653
    
    
    
    1,637Less equity conversion component
    
    
    0
    
    
    
    0
    
    
    
    03,136
    
    
    
    1,653
    
    
    
    1,637Interest expense
    
    
    175
    
    
    
    27
    
    
    
    56Conversion of note into common shares
    
    
    (3,261
    )
    
    
    0
    
    
    
    0Payments made during the year
    
    
    0
    
    
    
    (314
    )
    
    
    (1,717
    )50
    
    
    
    1,366
    
    
    
    (24
    )Non-current liability at beginning of period
    
    
    1,580
    
    
    
    214
    
    
    
    238Non-current liability at end of period
    
    $
    1,630
    
    
    $
    1,580
    
    
    $
    214Effective interest rate at period end
    
    
    7.75
    %
    
    
    7.75
    %
    
    
    7.50
    %
  7. OTHER LOANS
  Dec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Other loans
    
    
    0
    
    
    
    0
    
    
    
    100Finance lease loan
    
    
    177
    
    
    
    316
    
    
    
    426Total loans
    
    $
    177
    
    
    $
    316
    
    
    $
    526
 61




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
 Dec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Falling due split:Amounts due within one year
Other loans
    
    
    0
    
    
    
    0
    
    
    
    100Finance lease
    
    
    177
    
    
    
    158
    
    
    
    142Total amounts due within one year
    
    
    177
    
    
    
    158
    
    
    
    242Amounts due after one yearOther loans
    
    
    0
    
    
    
    0
    
    
    
    0Finance lease 1 -2 years
    
    
    0
    
    
    
    158
    
    
    
    142Finance lease 2 -5 years
    
    
    0
    
    
    
    0
    
    
    
    142Balance at the end of the year
    
    $
    177
    
    
    $
    316
    
    
    $
    526
  8. SHAREHOLDERS EQUITY (DEFICIT)
 8.1 Convertible debentures
    62




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
    
 
  Section 2 Definitions: Shall be extended by the following definition.
  Section 3 Conversion: Shall be amended as follows
 st
  63




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CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
     st
  Dec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Principal amount of debentures at
issuance
    
    
    4,642
    
    
    
    4,642
    
    
    
    4,642Less present value of future
interest payments at issuance
    
    
    0
    
    
    
    (545
    )
    
    
    (545
    )Less finders fee
    
    
    0
    
    
    
    (177
    )
    
    
    (177
    )Adjustment for non-current portion
    
    
    0
    
    
    
    693
    
    
    
    693$
    4,642
    
    
    $
    4,613
    
    
    $
    4,613
 8.2 Conversion of credit facility
    64




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
 
     8.3 Private placement
    65




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
 8.4 Stock option plan
  Number of
    
    Exercise price perShares
    
    shareBalance at February 28, 1999
    
    
    2,185,000
    
    
    Cdn $0.80 to 1.50Options lapsed
    
    
    (1,175,000
    )
    
    Cdn $0.29 to 1.50Options granted
    
    
    500,000
    
    
    Cdn $0.30Balance at February 29, 2000
    
    
    1,510,000
    
    
    Cdn $0.29 to 0.30Options lapsed
    
    
    (350,000
    )
    
    Cdn $0.29Options granted
    
    
    0Balance at February 28, 2001
    
    
    1,160,000
    
    
    Cdn $0.29 to 0.30Options lapsed
    
    
    0Options granted
    
    
    0Balance at February 28, 2002
    
    
    1,160,000
    
    
    Cdn $0.29 to 0.30Options exercised
    
    
    (620,000
    )
    
    Cdn $0.29Options lapsed
    
    
    (40,000
    )
    
    Cdn $0.29Options granted
    
    
    0Balance at February 28, 2003
    
    
    500,000
    
    
    Cdn $0.30Options exercised
    
    
    0Options lapsed
    
    
    0Options granted
    
    
    1,350,000
    
    
    Cdn $0.33 to 0.45Balance at February 29, 2004
    
    
    1,850,000
    
    
    Cdn $0.30 to 0.45Options exercised
    
    
    0Options lapsed
    
    
    (250,000
    )
    
    Cdn $0.30Options granted
    
    
    450,000
    
    
    $0.24Balance at February 28, 2005
    
    
    2,050,000
    
    
    Cdn $0.30 to 0.45Options exercised
    
    
    0Options lapsed
    
    
    0Options granted
    
    
    250,000
    
    
    $0.23Balance at December 31, 2005
    
    
    2,300,000
 66




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
 Number of
    
    Exercise price perShares
    
    shareOptions exercised
    
    
    0Options lapsed
    
    
    0Options granted
    
    
    0Balance at February 28, 2006
    
    
    2,300,000
    
    
    Cdn $0.23 to 0.45Options exercised
    
    
    0Options lapsed
    
    
    0Options granted
    
    
    0Balance at December 31, 2006
    
    
    2,300,000
    
    
    Cdn $0.23 to 0.45Options exercised
    
    
    0Options lapsed
    
    
    0Options granted
    
    
    0Balance at December 31, 2007
    
    
    2,300,000
    
    
    Cdn $0.23 to 0.45
   Weighted-
    
    
    
    
    
    
    Weightedaverage
    
    
    
    
    
    
    averageNumber of
    
    
    Number of
    
    
    remainingExercise
    
    options
    
    
    options
    
    
    contractualPrice
    
    outstanding
    
    
    exercisable
    
    
    life (years)Cdn $0.30
    
    
    250,000
    
    
    
    250,000
    
    
    
    2.16Cdn $0.33
    
    
    850,000
    
    
    
    850,000
    
    
    
    0.94Cdn $0.45
    
    
    500,000
    
    
    
    500,000
    
    
    
    1.15$0.24
    
    
    450,000
    
    
    
    450,000
    
    
    
    2.16$0.23
    
    
    250,000
    
    
    
    250,000
    
    
    
    2.50Total
    
    
    2,300,000
    
    
    
    2,300,000
 9. PROFIT ON DISPOSAL OF INVESTMENTS
  67




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
   year toFeb 28, 2005$Sale of patent rights
    
    
    28Less: carrying value of patents
    
    
    (6
    )Profit on sale of patent rights
    
    $
    22
  
   year to
    
    
    year toFeb 28, 2004
    
    
    Feb 28, 2003$
    
    
    $Revenue
    
    
    402
    
    
    
    492Operating costs
    
    
    (374
    )
    
    
    (398
    )Profit before tax
    
    
    28
    
    
    
    94Income tax expense
    
    
    (14
    )
    
    
    (17
    )Profit on ordinary activities after tax
    
    $
    14
    
    
    $
    77
  68




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007       (amounts in thousands of US dollars, except share data)
  year to
    
    
    year toFeb 28, 2004
    
    
    Feb 28, 2003$
    
    
    $Property improvements
    
    
    4
    
    
    
    5Other fixed assets
    
    
    0
    
    
    
    25Deposits
    
    
    7
    
    
    
    7TVA refund receivable
    
    
    16
    
    
    
    30Trade debtors
    
    
    27
    
    
    
    0Other debtors
    
    
    352
    
    
    
    205Prepayments
    
    
    7
    
    
    
    4Cash at bank
    
    
    0
    
    
    
    (8
    )Trade creditors
    
    
    (105
    )
    
    
    (111
    )Other creditors
    
    
    (10
    )
    
    
    0Accruals
    
    
    (195
    )
    
    
    (66
    )Income tax liability
    
    
    (419
    )
    
    
    0Total
    
    $
    (316
    )
    
    $
    91Gain on disposal
    
    
    316Total consideration
    
    $
    0
 10. INCOME TAXES
   year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Bermuda
    
    
    (646
    )
    
    
    (457
    )
    
    
    (1,093
    )Rest of world
    
    
    (124
    )
    
    
    (165
    )
    
    
    (765
    )Total
    
    $
    (770
    )
    
    $
    (622
    )
    
    
    (1,858
    )
 69




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007      (amounts in thousands of US dollars, except share data)
   11. PROVISIONS AND CONTINGENCIES
  12. RELATED PARTY TRANSACTIONS
  year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Amounts paid to shareholders,
directors and officers of the Company
for consulting and other services
    
    $
    106
    
    
    $
    230
    
    
    $
    327Amounts paid to EuroHelvetia TrustCo
SA
for financial advice
    
    $
    66
    
    
    $
    66
    
    
    $
    275Amounts payable at Balance Sheet date
    
    $
    39
    
    
    $
    233
    
    
    $
    104
  70




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007      (amounts in thousands of US dollars, except share data)
 13. FINANCIAL INFORMATION BY INDUSTRY SEGMENT AND GEOGRAPHIC AREA
  year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $RevenuesBermuda
    
    
    0
    
    
    
    0
    
    
    
    0Rest of world
    
    
    48
    
    
    
    48
    
    
    
    60Total
    
    $
    48
    
    
    $
    48
    
    
    $
    60
 year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Operating lossBermuda
    
    
    (269
    )
    
    
    (231
    )
    
    
    (691
    )Rest of world
    
    
    (46
    )
    
    
    (163
    )
    
    
    (746
    )Total
    
    $
    (314
    )
    
    $
    (394
    )
    
    $
    (1,437
    )Identifiable assetsBermuda
    
    
    1,782
    
    
    
    1,364
    
    
    
    1,503Rest of world
    
    
    3,668
    
    
    
    1,880
    
    
    
    1,005Total
    
    $
    5,450
    
    
    $
    3,244
    
    
    $
    2,508
 14. ANALYSIS OF MAJOR EXPENDITURES INCLUDED IN GENERAL AND ADMINISTRATIVE EXPENSES
  year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Employee costs
    
    
    159
    
    
    
    180
    
    
    
    457Professional fees
    
    
    40
    
    
    
    60
    
    
    
    119Investor relations
    
    
    126
    
    
    
    122
    
    
    
    100Rent, rates & charges
    
    
    49
    
    
    
    33
    
    
    
    63Travel
    
    
    18
    
    
    
    (21
    )
    
    
    156Administrative fees & expenses
    
    
    0
    
    
    
    0
    
    
    
    (8
    )Depreciation
    
    
    139
    
    
    
    76
    
    
    
    56
 15. IFRS 7: RISKS ARISING FROM FINANCIAL INSTRUMENTS
  year to
    
    
    
    
    
    
    year toyear to
    
    
    Dec 31, 2007
    
    
    
    
    
    
    Dec 31, 2007Dec 31, 2007
    
    
    High
    
    
    
    
    
    
    LowMarket Risk
    
    $
    
    
    $
    
    
    %
    
    
    $
    
    
    %Cash at Bank
    
    
    113
    
    
    
    114
    
    
    
    0.6
    %
    
    
    102
    
    
    
    -9.3
    %Petty Cash
    
    
    5
    
    
    
    5
    
    
    
    0.1
    %
    
    
    5
    
    
    
    -1.6
    %Accounts Receivable
    
    
    72
    
    
    
    72
    
    
    
    0.4
    %
    
    
    63
    
    
    
    -12.0
    %Accounts Payable
    
    
    (865
    )
    
    
    (868
    )
    
    
    0.4
    %
    
    
    (775
    )
    
    
    -10.3
    %Accruals
    
    
    (233
    )
    
    
    (234
    )
    
    
    0.4
    %
    
    
    (221
    )
    
    
    -5.0
    %
 71




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
 10 months to
    
    
    
    
    
    
    10 months to10 months to
    
    
    Dec 31, 2006
    
    
    
    
    
    
    Dec 31, 2006Dec 31, 2006
    
    
    High
    
    
    
    
    
    
    LowMarket Risk
    
    $
    
    
    $
    
    
    %
    
    
    $
    
    
    %Cash at Bank
    
    
    384
    
    
    
    384
    
    
    
    0.0
    %
    
    
    354
    
    
    
    -7.8
    %Petty Cash
    
    
    1
    
    
    
    1
    
    
    
    0.0
    %
    
    
    1
    
    
    
    -6.8
    %Accounts Receivable
    
    
    56
    
    
    
    56
    
    
    
    0.0
    %
    
    
    51
    
    
    
    -8.5
    %Accounts Payable
    
    
    (757
    )
    
    
    (757
    )
    
    
    0.0
    %
    
    
    (720
    )
    
    
    -4.8
    %Accruals
    
    
    (192
    )
    
    
    (192
    )
    
    
    0.0
    %
    
    
    (185
    )
    
    
    -3.6
    %
    2007
    
    
    <30 days
    
    
    30-60 days
    
    
    60-90 days
    
    
    >90 daysCredit Risk
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Accounts Receivable
    
    $
    72
    
    
    
    0
    
    
    
    0
    
    
    
    72
    
    
    
    0Accounts Receivable
    
    $
    56
    
    
    
    0
    
    
    
    0
    
    
    
    56
    
    
    
    0
 72




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
 16. LIST OF PRINCIPAL CONSOLIDATED COMPANIES
  ProportionName of Company
    
    Countries
    
    Holding
    
    held
    
    Nature of businessCalciTech Synthetic Minerals Ltd.
    
    Bermuda
    
    Ordinary shares
    
    100%
    
    PCC businessCalciTech Group Services SA
    
    Switzerland
    
    Ordinary shares
    
    100%
    
    AdministrationCalciTech Holdings ApS
    
    Denmark
    
    Ordinary shares
    
    100%
    
    Holding CompanyCalciTech Odda A-S (in liquidation)
    
    Norway
    
    Ordinary shares
    
    51%
    
    Production of PCCCalciTech Deutschland GmbH
    
    Germany
    
    Ordinary shares
    
    100%
    
    Production of PCC
  17. ULTIMATE CONTROLLING PARTY
  18. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  year to
    
    
    10 months to
    
    
    year toDec 31, 2007
    
    
    Dec 31, 2006
    
    
    Feb 28, 2006$
    
    
    $
    
    
    $Issuance of common stock
upon conversion of credit facility
    
    
    3,261
    
    
    
    0
    
    
    
    0Issuance of common stock
upon private placement through credit
facility
    
    
    0
    
    
    
    0
    
    
    
    1,717Interest expense through credit facility
    
    
    (175
    )
    
    
    (28
    )
    
    
    (56
    )Total
    
    $
    3,086
    
    
    $
    (28
    )
    
    $
    1,661
 73




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##### Table of Contents



CALCITECH LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2007 (amounts in thousands of US dollars, except share data)
  19. COMMITMENT
  20. NUMBER OF EMPLOYEES (UNAUDITED)
  21. POST BALANCE SHEET EVENT
  22. APPROVAL OF FINANCIAL STATEMENTS
  Roger A Leopard
 John M Smith
 74




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##### Table of Contents



Exhibit Index
 Item 19. Exhibits
 Exhibit No.
    
    Name1.1
    
    Articles of Kemgas Ltd. (1)1.2
    
    Altered Memorandum of Kemgas. (1)1.3
    
    Altered Memorandum of Kemgas, dated July 29, 1994 (2)1.4
    
    Certificate of Continuance to Bermuda, dated February 13, 1995 (2)1.5
    
    Bye-Laws of Kemgas, as adopted June 1995 (2)1.6
    
    Certificate of Incorporation on Change of Name dated September 11, 2000 (3)4.1
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated February 28, 2005 (4)4.2
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated April 2006 (5)4.3
    
    Addendum to Credit Facility Agreement between Epsom Investment Services N.V.
and CalciTech Ltd. dated August 15, 2006 (5)4.4
    
    Form of 5% Convertible Debenture due February 28, 2005 (4)4.5
    
    Form of Addendum to 5% Convertible Debenture Due February 28, 2005 (4)4.6
    
    Consulting Agreement between CalciTech Ltd. and H.J. Mark Tompkins dated
February 25, 2005 (4)8.1
    
    List of Subsidiaries (4)12.1
    
    Certification of the Principal Executive Officer under the Sarbanes-Oxley Act*12.2
    
    Certification of the Principal Financial Officer under the Sarbanes-Oxley Act*13.1
    
    Certification under Section 1350*
 
 *
    
    To be filed herewith(1)
    
    Previously filed with Registration Statement on Form 20-F under the Securities Exchange Act
of 1934 on June 29, 1992.(2)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 1997.(3)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 29, 2000.(4)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 2005.(5)
    
    Previously filed with the Form 20-F submitted for the fiscal year ended February 28, 2006.