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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 20-F/A
  o

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April
    30, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company report   Commission file
    number: 0-49984
  MITEL NETWORKS CORPORATION /
    CORPORATION MITEL NETWORKS
 (Exact name of Registrant as
    specified in its charter)
  MITEL NETWORKS
    CORPORATION
 (Translation of
    Registrants name into English)
  Canada(Jurisdiction of
    incorporation or organization)

350 Legget Drive
    Ottawa, Ontario, Canada K2K 2W7(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, Without Par Value
    o þ
  o þ
  þ o
  Rule 12b-2
  o o þ
  þ o
  Rule 12b-2 o þ




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EXPLANATORY
    NOTE
  Form 20-F Form 20-F)
  Form 20-F Form 20-F
  Form 20-F Form 20-F
  Rule 12b-15 Form 20-F




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Table of
    Contents
   
  Item 3

Key Information


1Item 19

ExhibitsSignaturesEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATION




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Item 3.
    Key
    Information  A.
    Selected
    Financial Data    STATEMENT
    OF OPERATIONS DATA
  Fiscal Year





Six DaysEnded





Ended


Fiscal Year EndedApril 27,


April 25,


April 24,


April 30,


April 30,


April 30,2003


2004


2005


2005


2006


2007(In millions, except share and per share data)Consolidated Statement of Operations DataRevenues

$
352.2


$
340.7


$
342.2


$
3.2


$
387.1


$
384.9Cost of revenues


225.4



202.9



213.2



2.4



225.7



225.1Gross margin


126.8



137.8



129.0



0.8



161.4



159.8Expenses Research and development


41.2



36.2



41.4



0.7



44.1



41.7Selling, general and administrative


114.9



111.4



114.9



1.8



120.7



123.5Special charges(1)


13.7



11.7



10.6







5.7



9.3Litigation settlement






















16.3Initial public offering costs






















3.3Loss (gain) on disposal of assets






0.6



3.4







(2.4
)


(1.0
)Amortization of acquired intangibles(2)


29.1



0.2















Operating loss


(72.1
)


(22.3
)


(41.3
)


(1.7
)


(6.7
)


(33.3
)Other (income) expense, net


0.9



8.0



7.5



(0.1
)


39.8



(0.1
)Income tax (recovery) expense


(2.9
)


0.3



0.8







(1.9
)


1.8Net loss

$
(70.1
)

$
(30.6
)

$
(49.6
)

$
(1.6
)

$
(44.6
)

$
(35.0
)Net loss per common share Basic and diluted

$
(0.63
)

$
(0.26
)

$
(0.49
)

$
(0.01
)

$
(0.44
)

$
(0.36
)Weighted average number of Common Shares outstanding


113,109,751



127,831,211



113,792,829



117,149,933



117,230,198



117,336,927  1




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BALANCE
    SHEET DATA
  As at


As at


As at


As at


As at


As atApril 27,


April 25,


April 24,


April 30,


April 30,


April 30,2003


2004


2005


2005


2006


2007(In millions)Consolidated Balance Sheet DataCash and cash equivalents

$
22.3


$
26.7


$
9.7


$
46.6


$
35.7


$
33.5Other current assets


120.6



115.0



117.5



115.8



130.8



136.9Property and equipment


25.3



20.3



20.9



20.6



17.4



16.5Other assets


7.3



7.4



8.5



12.3



15.9



15.3Total assets

$
175.5


$
169.4


$
156.6


$
195.3


$
199.8


$
202.2Current liabilities

$
135.8


$
103.2


$
115.8


$
101.9


$
126.0


$
143.8Long-term debt


23.1



15.5



20.2



66.7



56.7



66.8Derivative instruments(3)(5)






29.2



38.0



37.4



75.9



67.3Other long-term liabilities


24.6



24.8



25.4



25.1



45.6



55.4Redeemable shares(4)(5)


29.0



51.3



57.2



57.3



64.2



71.5Capital stock


183.4



184.8



187.6



187.6



188.8



189.1Other capital accounts


(2.2
)


7.7



14.7



23.3



(1.9
)


6.5Accumulated deficit


(218.2
)


(247.1
)


(302.3
)


(304.0
)


(355.5
)


(398.2
)Total liabilities and shareholders equity

$
175.5


$
169.4


$
156.6


$
195.3


$
199.8


$
202.2     (1)
    
    Special charges related to restructuring activities, product
    line exit and other loss accruals undertaken to improve our
    operational efficiency and to realign our business.(2)
    
    Acquired intangible assets relating to the acquisition of the
    Mitel name, certain assets and subsidiaries from Zarlink
    Semiconductor Inc. in 2001 were fully amortized in 2004.(3)
    
    The derivative instruments related to our Class A
    Series 1 Preferred Shares (the Series A
    Preferred Shares) and the Class B Series 1
    Preferred Shares (the Series B Preferred
    Shares). The derivative instruments arose because a
    portion of the redemption price of the Series A Preferred
    Shares and Series B Preferred Shares is indexed to our
    common share price and as required by SFAS 133 has been
    bifurcated and accounted for separately.(4)
    
    Redeemable shares included 10,000,000 Common Shares (which are
    redeemable by virtue of a shareholders agreement dated
    April 23, 2004, as amended, among certain of our
    shareholders and us), 20,000,000 Series A Preferred Shares
    and 67,789,300 Series B Preferred Shares (See
    Item 6.A. Directors, Senior Management and
    Employees  Directors and Senior Management).(5)
    
    On August 16, 2007, in conjunction with the Merger (as
    defined below), we converted each existing Series A
    Preferred Share into Common Shares and Class 1 Preferred
    Shares, converted each existing Series B Preferred Share
    into Common Shares and purchased for cancellation the redeemable
    shares.  B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the offer and use of proceeds    D.
    Risk
    Factors  An investment in our Common Shares should be regarded as
    highly speculative and is suitable only for those investors who
    are able to sustain a total loss of their investment. You should
    carefully consider the following risks, as
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well as the other information contained in this annual
    report, when evaluating us and our business and prospects. Any
    of the following risks, as well as risks not currently known to
    us, could materially and adversely affect our business, results
    of operations or financial condition, and could result in a
    complete loss of your investment.
  Risks
    Relating to our Business
  We
    have incurred net losses since our incorporation in 2001 and we
    may not be profitable in the future.
    We may
    fail to realize the anticipated cost savings, revenue
    enhancements and other benefits expected from our acquisition of
    Inter-Tel.
        Uncertainties
    associated with our integration and cost-reduction plans may
    cause a loss of employees and may otherwise materially adversely
    affect our future business and operations.
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A key
    component of our strategy is our focus on the development and
    marketing of
    IP-based
    communications solutions and related services, and this strategy
    may not be successful or may adversely affect our
    business.
  IP-based IP-based IP-based IP-based
  
    the demand for
    IP-based
    communications solutions, value-added applications and services
    will grow as fast as we anticipate;
    continuing reductions in long-distance and local toll charges
    may adversely affect sales of certain of our solutions to
    customers focused on those cost savings;
    current or future competitors or new technologies will cause the
    market to evolve in a manner different than we expect;
    other technologies will become more accepted or standard in our
    industry; or
    we will be able to achieve a leadership or profitable position
    as this opportunity develops.  Our
    solutions may fail to keep pace with rapidly changing technology
    and evolving industry standards.
    Because
    we depend primarily upon a small number of outside contract
    manufacturers to manufacture our products, our operations could
    be delayed or interrupted if we encounter problems with these
    contractors.
    
    our contract manufacturers not being required to manufacture our
    products on a long-term basis in any specific quantity or at any
    specific price;
    our failure to effectively manage our contract manufacturer
    relationships; 4




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
    our contract manufacturers experiencing delays, disruptions or
    quality control problems in their manufacturing operations;
    lead-times for required materials and components varying
    significantly and being dependent on factors such as the
    specific supplier, contract terms and the demand for each
    component at a given time;
    overestimating our forecast requirements resulting in excess
    inventory and related carrying charges;
    underestimating our requirements, resulting in our contract
    manufacturers having inadequate materials and components
    required to produce our products, or overestimating our
    requirements, resulting in charges assessed by the contract
    manufacturers or liabilities for excess inventory, each of which
    could negatively affect our gross margins; and
    the possible absence of adequate capacity and reduced control
    over component availability, quality assurances, delivery
    schedules, manufacturing yields and costs.    We
    depend on sole source and limited source suppliers for key
    components. If these components are not available on a timely
    basis, or at all, we may not be able to meet scheduled product
    deliveries to our customers.
    Delay
    in the delivery of, or lack of access to, software or other
    intellectual property licensed from our suppliers could
    adversely affect our ability to develop and deliver our
    solutions on a timely and reliable basis.
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Our
    success is dependent on our intellectual property. Our inability
    or failure to protect our intellectual property could seriously
    harm our ability to compete and our financial
    success.
        Our
    business may be harmed if we infringe intellectual property
    rights of third parties.
     6




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We
    rely on our channel partners for the majority of our sales, and
    disruptions to, or our failure to effectively develop and
    manage, our distribution channel and the processes and
    procedures that support it could adversely affect our ability to
    generate revenues.
      Design
    defects, errors, failures or bugs, which may be
    difficult to detect, may occur in our solutions.
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We
    face intense competition from many competitors and we may not be
    able to compete effectively against these
    competitors.
      As
    voice and data networks converge, we are likely to face
    increased competition from companies in the information
    technology, personal and business applications and software
    industries.
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Our
    business may suffer if our strategic alliances are not
    successful.
    Our
    operations in international markets involve inherent risks that
    we may not be able to control.
    
    political or social unrest or economic instability in a specific
    country or region;
    macroeconomic conditions adversely affecting geographies where
    we do business;
    higher costs of doing business in foreign countries;
    infringement claims on foreign patents, copyrights, or trademark
    rights;
    difficulties in managing operations across disparate geographic
    areas;  
    difficulties associated with enforcing agreements and
    intellectual property rights through foreign legal systems;  
    trade protection measures and other regulatory requirements
    which may affect our ability to import or export our products
    from or to various countries;
    adverse tax consequences;
    unexpected changes in legal and regulatory requirements;
    military conflict, terrorist activities, natural disasters and
    widespread medical epidemics; and
    our ability to recruit and retain channel partners in foreign
    jurisdictions.  Our
    competitive position may be affected by fluctuations in exchange
    rates, and our current currency hedging strategy may not be
    sufficient to counter such fluctuations.
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Our
    quarterly and annual revenues and operating results have
    historically fluctuated, and the results of one period may not
    provide a reliable indicator of our future
    performance.
    
    the fact that an individual order or contract can represent a
    substantial amount of revenues for that period;
    the size, timing and shipment of individual orders;
    changes in pricing or discount levels by us or our competitors;
    foreign currency exchange rates;
    the mix and volume of products sold by us;
    the timing of the announcement, introduction and delivery of new
    products
    and/or
    product enhancements by us and our competitors; and
    general economic conditions.    Our
    business requires a significant amount of cash, and we may
    require additional sources of funds if our sources of liquidity
    are unavailable or insufficient to fund our
    operations.
    
    the level of sales and the related margins on those sales;
    the collection of receivables;
    the timing and size of capital expenditures;
    the timing and size of purchase of inventory and related
    components;
    costs associated with potential restructuring actions;
    the timing and volume of sales of leases to third party funding
    sources;
    mergers and acquisitions; and
    customer financing obligations.    and/or
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The
    exercise of conversion rights by one or more of our preferred
    shareholders, warrant holders, and option holders, could
    adversely affect the market value of our Common Shares as well
    as our ability to complete any future equity
    financing.
    
    307,087 Class 1 Preferred Shares (Class 1
    Preferred Shares). These Class 1 Preferred Shares are
    convertible into Common Shares at the option of the holders and
    upon certain triggering events. The conversion ratio 767.08 was
    as of September 28, 2007 and increases over time than one Common
    Share for each Class 1 Preferred Share;
    Stock options to acquire 22,407,179 Common Shares; and
    Warrants to acquire up to an additional 81,505,385 Common Shares.    We
    have a significant amount of debt, which contain customary
    default clauses, a breach of which may result in acceleration of
    the repayment of some or all of this debt.
    We are
    exposed to risks inherent in our defined benefit pension
    plan.
    Transfer
    pricing rules may adversely affect our income tax
    expenses.
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Future
    changes in financial accounting standards could adversely affect
    our reported results of operations.
    Governmental
    regulation could harm our operating results and future
    prospects.
    E-Rate E-Rate
  Our
    future success depends on our existing key
    personnel.
   12




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We may
    make further strategic acquisitions in the future. We may not be
    successful in operating or integrating these
    acquisitions.
    
    unanticipated costs and liabilities;
    difficulties in integrating new products, software, businesses,
    operations, technology infrastructure and personnel in an
    efficient and effective manner;
    difficulties in maintaining customer relations;
    the potential loss of key employees of the acquired businesses
    or our key employees;
    the diversion of the attention of our senior management from the
    operation of our daily business;
    the potential adverse effect on our cash position as a result of
    all or a portion of an acquisition purchase price being paid in
    cash;
    the potential issuance of securities that would dilute our
    shareholders percentage ownership;
    the inability to maintain uniform standards, controls, policies
    and procedures; and
    fluctuations in interests rates, and the timing and volume of
    sales of leases to third party funding sources.    The
    costs and risks associated with Sarbanes-Oxley regulatory
    compliance may have a material adverse effect on
    us.
  and/or
  Business
    interruptions could adversely affect our
    operations.
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Risks
    Related to an Investment in our Common Shares
  There
    are significant restrictions on the resale of our securities and
    there can be no assurance as to when such restrictions will
    cease to apply, if ever.
  Securities Act
    of 1933 and/or
  Each
    of Francisco Partners and Dr. Matthews is a significant
    shareholder and each has the potential to exercise significant
    influence over matters requiring approval by our
    shareholders.
    Each
    of Francisco Partners and Dr. Matthews
    ownership of our Common Shares, as well as provisions contained
    in our articles of incorporation and Canadian law, may reduce
    the likelihood of a change of control occurring and, as a
    consequence, may deprive you of the opportunity to sell your
    Common Shares at a control premium.
  Competition Act Investment Canada Act
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You
    may be unable to bring actions or enforce judgments against us,
    certain of our directors and officers, certain of the selling
    shareholders or our independent public accounting firm under
    U.S. federal securities laws.
    U.S.
    investors will suffer adverse United States federal income tax
    consequences if we are characterized as a passive foreign
    investment company.
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SIGNATURE
      
   Title:
    Chief Executive Officer