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

                                    FORM 10-Q

(Mark One)

/X/              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2007

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______


                         Commission file number 0-21874

                           Berkeley Technology Limited

             (Exact name of registrant as specified in its charter)
                             ______________________

   Jersey, Channel Islands                             Not applicable
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                           4 Wests Centre, Bath Street
                           St. Helier, Jersey JE2 4ST
                                 Channel Islands
                    (Address of principal executive offices)
                                   (Zip Code)

                              011 44 (1534) 607700
              (Registrant's telephone number, including area code)

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No |X|

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes ____ No |X|

     As of November 13, 2007, the registrant had outstanding 64,439,073 Ordinary
Shares, par value $0.05 per share.
<PAGE>


                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                             Page
Item 1.    Financial Statements:

<S>                                                                                                             <C>
           Unaudited Condensed Consolidated Balance Sheets as of September 30, 2007 and
               December 31, 2006............................................................................    3

           Unaudited Condensed Consolidated Statements of Operations for the three and nine months
               ended September 30, 2007 and 2006............................................................    4

           Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
               ended September 30, 2007 and 2006............................................................    5

           Unaudited Consolidated Statement of Changes in Shareholders' Equity for the nine months
               ended September 30, 2007.....................................................................    6

           Unaudited Consolidated Statements of Comprehensive Income for the three and nine months
               ended September 30, 2007 and 2006............................................................    7

           Notes to Unaudited Condensed Consolidated Financial Statements...................................    8

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   18

Item 3.    Quantitative and Qualitative Disclosures About Market Risk ......................................   25

Item 4.    Controls and Procedures..........................................................................   26


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   27

Item 4.    Submission of Matters to a Vote of Security Holders..............................................   27

Item 6.    Exhibits.........................................................................................   27

Signature  .................................................................................................   28

Exhibit Index ..............................................................................................   29

</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                    September 30,    December 31,
                                                                                        2007            2006
                                                                                    -------------    -------------
                                            ASSETS

<S>                                                                                 <C>              <C>
Investments (principally of life insurance subsidiary):
   Fixed maturities:
     Available-for-sale, at fair value (amortized cost: $0 and $9,021
       as of September 30, 2007 and December 31, 2006, respectively)..............  $           -    $       9,007
     Held-to-maturity, at amortized cost (fair value: $0 and $3,004 as of
       September 30, 2007 and December 31, 2006, respectively)....................              -            3,009
   Equity securities:.............................................................
     Available-for-sale, at estimated fair value (cost: $1,984 and $844 as of
       September 30, 2007 and December 31, 2006)..................................          1,984              844
                                                                                    -------------    -------------
Total investments.................................................................          1,984(1)        12,860

Cash and cash equivalents.........................................................         14,630(1)         6,707
Accrued investment income.........................................................             13              304
Other assets......................................................................            386              366
                                                                                    -------------    -------------
Total assets......................................................................  $      17,013    $      20,237
                                                                                    -------------    -------------
                                                                                    -------------    -------------

                        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Life insurance policy liabilities.................................................  $         194    $       3,640
Accounts payable and accruals.....................................................            583              674
                                                                                    -------------    -------------
Total liabilities.................................................................            777            4,314
                                                                                    -------------    -------------
Commitments and contingencies (see Note 7)

Shareholders' equity:
Ordinary shares, $0.05 par value per share: 86,400,000 shares authorized;
   64,439,073 shares issued and outstanding as of September 30, 2007 and
   December 31, 2006..............................................................          3,222            3,222
Additional paid-in capital........................................................         67,766           67,718
Retained earnings.................................................................          8,245            7,999
Employee benefit trusts, at cost (13,522,381 shares as of
   September 30, 2007 and December 31, 2006)......................................        (62,598)         (62,598)
Accumulated other comprehensive loss..............................................           (399)            (418)
                                                                                    -------------    -------------
Total shareholders' equity........................................................         16,236           15,923
                                                                                    -------------    -------------
Total liabilities and shareholders' equity........................................  $      17,013    $      20,237
                                                                                    -------------    -------------
                                                                                    -------------    -------------
<FN>
(1)      Includes  $1,844 of  investments  and $10,392 of cash and cash  equivalents  in the  Company's  insurance
         subsidiary  (London Pacific  Assurance  Limited  ("LPAL")) which are not currently  available to fund the
         operations or commitments of the Company  or its other subsidiaries.
</FN>

</TABLE>


 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       3
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (In thousands, except per share and ADS amounts)

<TABLE>
<CAPTION>

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                        2007        2006        2007        2006
                                                                    ----------  ----------   ----------  ----------
<S>                                                                 <C>         <C>          <C>         <C>
Revenues:
Investment income.................................................  $      196  $      300   $      632  $      938
Insurance policy charges..........................................           -           -            -           2
Consulting and other fee income...................................         447         163        1,017         477
Net realized investment gains.....................................           -           -        1,198           -
Change in net unrealized investment gains and losses
   on trading securities..........................................           -          (6)           -          18
                                                                    ----------  ----------   ----------  ----------
                                                                           643         457        2,847       1,435
Expenses:
Amounts credited on insurance policyholder accounts...............           2          95           42         402
Operating expenses................................................         766         920        2,557       3,330
                                                                    ----------  ----------   ----------  ----------
                                                                           768       1,015        2,599       3,732
                                                                    ----------  ----------   ----------  ----------
Income (loss) from continuing operations
   before income tax expense......................................        (125)       (558)         248      (2,297)

Income tax expense................................................           -           -            2           5
                                                                    ----------  ----------   ----------  ----------
Income (loss) from continuing operations..........................        (125)       (558)         246      (2,302)

Discontinued operations:
Loss on disposal of discontinued operations,
   net of income tax expense of $0................................           -           -            -      (1,000)
                                                                    ----------  ----------   ----------  ----------
Loss on discontinued operations...................................           -           -            -      (1,000)
                                                                    ----------  ----------   ----------  ----------
Net income (loss).................................................  $     (125) $     (558)  $      246  $   (3,302)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------


Basic and diluted earnings (loss) per share:
Continuing operations.............................................  $    (0.00) $    (0.01)  $     0.00  $    (0.05)
Discontinued operations...........................................           -           -            -       (0.02)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.00) $    (0.01)  $     0.00  $    (0.07)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
Basic and diluted earnings (loss) per ADS:
Continuing operations.............................................  $    (0.02) $    (0.11)  $     0.05  $    (0.45)
Discontinued operations...........................................           -           -            -       (0.20)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.02) $    (0.11)  $     0.05  $    (0.65)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
</TABLE>


 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.


                                       4
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                    ------------------------------
                                                                                        2007             2006
                                                                                    -------------    -------------

<S>                                                                                 <C>              <C>
Net cash used in operating activities.............................................  $        (779)   $        (898)

Cash flows from investing activities:
Purchases of held-to-maturity fixed maturity securities...........................              -           (3,035)
Purchases of available-for-sale fixed maturity securities.........................              -           (9,082)
Purchases of available-for-sale equity securities.................................         (1,000)               -
Proceeds from maturity of held-to-maturity fixed maturity securities..............          3,000            7,000
Proceeds from sale and maturity of available-for-sale fixed maturity securities...          9,000            8,701
Capital expenditures..............................................................              -               (5)
Partial proceeds from WorldCom, Inc. securities litigation settlement.............          1,198                -
                                                                                    -------------    -------------
Net cash provided by investing activities.........................................         12,198            3,579
                                                                                    -------------    -------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................         (3,510)          (8,703)
                                                                                    -------------    -------------
Net cash used in financing activities ............................................         (3,510)          (8,703)
                                                                                    -------------    -------------

Net increase (decrease) in cash and cash equivalents .............................          7,909           (6,022)
Cash and cash equivalents at beginning of period..................................          6,707           10,039
Foreign currency translation adjustment ..........................................             14               34
                                                                                    -------------    -------------
Cash and cash equivalents at end of period (1)....................................  $      14,630         $  4,051
                                                                                    -------------    -------------
                                                                                    -------------    -------------



<FN>
(1) The amount for September 30, 2007 includes $10,392 in the Company's  insurance  subsidiary (LPAL) which is not
    currently  available to fund the operations or commitments of the Company or its other subsidiaries.
</FN>
</TABLE>





 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

       UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                            Accumulated
                                                                                               Other
                                    Ordinary Shares   Additional                Employee      Compre-      Total
                                --------------------    Paid-in    Retained      Benefit      hensive   Shareholders'
                                   Number    Amount     Capital    Earnings      Trusts        Loss        Equity
                                ---------   --------  ----------   ---------   ----------   -----------  -----------

<S>                             <C>         <C>       <C>          <C>         <C>          <C>          <C>
Balance as of
   December 31, 2006............   64,439   $  3,222  $   67,718   $   7,999   $  (62,598)  $      (418) $   15,923

Net income .....................        -          -           -         246            -             -         246
Share based compensation,
   including income tax
   effect of $0.................        -          -          48           -            -             -          48
Change in net unrealized
   gains and losses on
   available-for-sale securities        -          -           -           -            -            14          14
Foreign currency translation
   adjustment...................        -          -           -           -            -             5           5
                                ---------   --------  ----------   ---------   ----------   -----------  ----------
Balance as of
   September 30, 2007...........   64,439   $  3,222  $   67,766   $   8,245   $  (62,598)  $      (399) $   16,236
                                ---------   --------  ----------   ---------    ---------   -----------  ----------
                                ---------   --------  ----------   ---------    ---------   -----------  ----------

</TABLE>




 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.

                                       6
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------

<S>                                                                 <C>         <C>          <C>         <C>
Net income (loss).................................................  $     (125) $     (558)  $      246  $   (3,302)

Other comprehensive income (loss), net of deferred
   income taxes:

Foreign currency translation adjustments, net of income
   taxes of $0....................................................           -          (3)           5         (17)

Change in net unrealized gains and losses:
   Unrealized holding gains and losses on available-for-sale
     securities...................................................           1          21           14         (46)
   Reclassification adjustment for gains and losses included
     in net income (loss).........................................           -           -            -          10
   Deferred income taxes..........................................           -           -            -           -
                                                                    ----------  ----------   ----------  ----------
Other comprehensive income (loss).................................           1          18           19         (53)
                                                                    ----------  ----------   ----------  ----------
Comprehensive income (loss).......................................  $     (124) $     (540)  $      265  $   (3,355)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------



</TABLE>




 See accompanying Notes which are an integral part of these Unaudited Condensed
                       Consolidated Financial Statements.


                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

     As used herein,  the terms  "registrant,"  "Company,"  "we," "us" and "our"
refer to Berkeley Technology Limited.  Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.


Note 1.   Basis of Presentation and Principles of Consolidation

     The accompanying  condensed consolidated financial statements are unaudited
and have been prepared by the Company in conformity with United States generally
accepted  accounting   principles  ("U.S.  GAAP").  These  unaudited   condensed
consolidated  financial  statements  include the  accounts of the  Company,  its
subsidiaries,  the Employee  Share Option Trust  ("ESOT") and the Agent  Loyalty
Opportunity Trust ("ALOT").  Significant subsidiaries included in the operations
of the Group and discussed in this document  include  London  Pacific  Assurance
Limited ("LPAL") and Berkeley  International Capital Corporation  ("BICC").  All
intercompany transactions and balances have been eliminated in consolidation.

     Certain information and note disclosures normally included in the Company's
annual consolidated  financial statements have been condensed or omitted. In the
opinion of management, the unaudited condensed consolidated financial statements
reflect all  adjustments  (consisting of normal  recurring  accruals)  which are
necessary for a fair statement of the results for the interim periods presented.

     While the Company's management believes that the disclosures  presented are
adequate to make the  information  not  misleading,  these  unaudited  condensed
consolidated financial statements should be read in conjunction with the audited
financial  statements  and related  notes for the year ended  December 31, 2006,
which are contained in the Company's  Annual Report on Form 10-K, filed with the
U.S.  Securities and Exchange Commission ("SEC") on March 23, 2007. The December
31,  2006  condensed  balance  sheet data was  derived  from  audited  financial
statements but does not include all disclosures required by U.S. GAAP.

     The  results for the nine month  period  ended  September  30, 2007 are not
indicative of the results to be expected for the full fiscal year.

     The unaudited  condensed  consolidated  balance  sheets are presented in an
unclassified  format as the  majority of the Group's  assets  relate to its life
insurance and annuities business.  The Group's other business is venture capital
and consulting.

     The Company is incorporated under the laws of Jersey,  Channel Islands. Its
Ordinary  Shares are traded on the London Stock  Exchange and in the U.S. on the
Over-the-Counter  Bulletin  Board  in the  form of  American  Depositary  Shares
("ADSs"), which are evidenced by American Depositary Receipts ("ADRs"). Each ADS
represents  ten Ordinary  Shares.  Pursuant to the  regulations  of the SEC, the
Company  is  considered  a U.S.  domestic  registrant  and must  file  financial
statements prepared under U.S. GAAP.

Use of Estimates

     The  preparation  of financial  statements  in  conformity  with U.S.  GAAP
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities as of the date of these unaudited condensed  consolidated  financial
statements as well as the reported  amount of revenues and expenses  during this
reporting  period.  Actual  results could differ from these  estimates.  Certain
estimates such as fair value and actuarial assumptions have a significant impact
on the  gains  and  losses  recorded  on  investments  and the  balance  of life
insurance policy liabilities.

                                       8
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currencies

     Prior  to  July  1,  2007,  the  Group  used  the  British  pound  sterling
("sterling")  as the  functional  currency  of LPAL and the U.S.  dollar  as the
functional currency of the Company and all other significant  subsidiaries.  Due
to  significant  changes in the operating  environment  of LPAL,  the functional
currency of LPAL was changed to the U.S.  dollar  effective July 1, 2007. By the
end of the second quarter of 2007,  almost all policies had been  redeemed,  and
LPAL's  sterling  assets were a small portion of its total assets.  In addition,
LPAL's sterling operating expenses have been  significantly  reduced.  With this
change  in  functional  currency,  LPAL's  foreign  exchange  gains  and  losses
resulting from the remeasurement of foreign currency assets and liabilities into
U.S.  dollars are  included in  operating  expenses in the Group's  consolidated
statement of operations,  rather than included in a separate  component of other
comprehensive  income in  shareholders'  equity,  effective  July 1, 2007.  This
change did not have a material impact on the Group's  consolidated  statement of
operations.  The  $(399,000)  balance as of June 30, 2007 in  accumulated  other
comprehensive  income  (loss) in the  Group's  consolidated  balance  sheet will
remain until such time LPAL is sold or liquidated.

Recently Issued Accounting Pronouncements

     In February 2007, the Financial  Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  No. 159 ("SFAS  159"),  "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
amendment  of FASB  Statement  No 115." SFAS 159  permits  entities to choose to
measure many financial  instruments and certain other items at fair value.  SFAS
159 is  effective  for fiscal years  beginning  after  November 15, 2007.  Early
adoption is permitted,  provided the company also elects to apply the provisions
of SFAS 157. The Company's management is currently evaluating the impact of SFAS
159, but does not expect the  adoption of SFAS 159 to have a material  impact on
its consolidated financial position, results of operations or cash flows.

     In  September  2006,  the FASB issued  Statement  of  Financial  Accounting
Standards No. 157 ("SFAS 157"),  "Fair Value  Measurements,"  which defines fair
value,  establishes  guidelines for measuring fair value and expands disclosures
regarding fair value measurements.  SFAS 157 does not require any new fair value
measurements but rather eliminates  inconsistencies in guidance found in various
prior  accounting  pronouncements.  SFAS  157  is  effective  for  fiscal  years
beginning after November 15, 2007.  Earlier adoption is permitted,  provided the
company has not yet issued financial statements,  including for interim periods,
for that fiscal year.  The  Company's  management  is currently  evaluating  the
impact of SFAS  157,  but does not  expect  the  adoption  of SFAS 157 to have a
material impact on its consolidated financial position, results of operations or
cash flows.

     In September 2006, the SEC issued Staff  Accounting  Bulletin No. 108 ("SAB
108"),  "Considering  the Effects of Prior Year  Misstatements  when Quantifying
Misstatements in Current Year Financial  Statements." SAB 108 provides  guidance
on  how  prior  year   misstatements   should  be  considered  when  quantifying
misstatements  in the  current  year  financial  statements.  SAB  108  requires
registrants to quantify  misstatements  using both a balance sheet and an income
statement approach and evaluate whether either approach results in quantifying a
misstatement  that, when all relevant  quantitative and qualitative  factors are
considered,  is  material.  SAB 108  does not  change  the  guidance  in SAB 99,
"Materiality,"  when  evaluating the  materiality of  misstatements.  SAB 108 is
effective  for fiscal  years  ending  after  November  15,  2006.  Upon  initial
application,  SAB  108  permits  a  one-time  cumulative  effect  adjustment  to
beginning retained earnings.  The adoption of SAB 108 did not have any impact on
the Company's consolidated financial statements.



                                       9
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 2.   Earnings Per Share and ADS

     The Company  calculates  earnings per share in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS 128"),  "Earnings per Share." This
statement  requires the  presentation  of basic and diluted  earnings per share.
Basic  earnings  per share is  calculated  by dividing net income or loss by the
weighted-average  number of Ordinary  Shares  outstanding  during the applicable
period,  excluding  shares  held by the ESOT and the ALOT which are  regarded as
treasury  stock for the  purposes  of this  calculation.  The Company has issued
employee share options,  which are considered  potential common stock under SFAS
128.

     The Company has also issued Ordinary Share warrants to the Bank of Scotland
in connection with the Company's bank facility (now terminated),  which are also
considered  potential common stock under SFAS 128. Diluted earnings per share is
calculated  by dividing  net income by the  weighted-average  number of Ordinary
Shares   outstanding   during  the  applicable  period  as  adjusted  for  these
potentially  dilutive  options and warrants  which are  determined  based on the
"Treasury  Stock  Method."  As the  Company  recorded a net loss for both of the
three month  periods ended  September 30, 2007 and 2006,  and for the nine month
period ended September 30, 2006, the  calculations of diluted loss per share for
these periods do not include  potentially  dilutive  employee  share options and
warrants  issued  to the Bank of  Scotland  as they are  anti-dilutive  and,  if
included,  would have resulted in a reduction of the net loss per share.  If the
Company  had  reported  net income  for both of the three  month  periods  ended
September 30, 2007 and 2006,  and for the nine month period ended  September 30,
2006,  there would have been an additional  404,545,  16,250 and 10,833  shares,
respectively,  included in the  calculations  of diluted  earnings per share for
these periods.

     Earnings  (loss) per ADS is  equivalent  to ten times  earnings  (loss) per
Ordinary Share.

                                       10
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     A  reconciliation  of the  numerators  and  denominators  for the basic and
diluted earnings (loss) per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------
                                                                              (In thousands, except share,
                                                                               per share and ADS amounts)

<S>                                                                 <C>         <C>          <C>         <C>
Income (loss) from continuing operations..........................  $     (125) $     (558)  $      246  $   (2,302)
Loss on discontinued operations...................................           -           -            -      (1,000)
                                                                    ----------  ----------   ----------  ----------
Net income (loss).................................................  $     (125) $     (558)  $      246  $   (3,302)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

Basic earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,916,692  50,916,692   50,916,692  50,916,692
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

Basic earnings (loss) per share:
Continuing operations.............................................  $    (0.00) $    (0.01)  $     0.00  $    (0.05)
Discontinued operations...........................................           -           -            -       (0.02)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.00) $    (0.01)  $     0.00  $    (0.07)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
Basic earnings (loss) per ADS:
Continuing operations.............................................  $    (0.02) $    (0.11)  $     0.05  $    (0.45)
Discontinued operations...........................................           -           -            -       (0.20)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.02) $    (0.11)  $     0.05  $    (0.65)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
Diluted earnings (loss) per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........  50,916,692  50,916,692   50,916,692  50,916,692
Effect of dilutive securities (warrants and employee share
   options).......................................................           -           -      271,212           -
                                                                    ----------  ----------   ----------  ----------
Weighted-average number of Ordinary Shares used in
   diluted earnings per share calculations........................  50,916,692  50,916,692   51,187,904  50,916,692
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

Diluted earnings (loss) per share:
Continuing operations.............................................  $    (0.00) $    (0.01)  $     0.00  $    (0.05)
Discontinued operations...........................................           -           -            -       (0.02)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.00) $    (0.01)  $     0.00  $    (0.07)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
Diluted earnings (loss) per ADS:
Continuing operations.............................................  $    (0.02) $    (0.11)  $     0.05  $    (0.45)
Discontinued operations...........................................           -           -            -       (0.20)
                                                                    ----------  ----------   ----------  ----------
                                                                    $    (0.02) $    (0.11)  $     0.05  $    (0.65)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

</TABLE>

                                       11
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3.   Investments

     The Group's  investments  at various points in time have consisted of fixed
maturity and equity  securities.  Fixed  maturity  securities  are classified as
either  available-for-sale  or  held-to-maturity,   and  equity  securities  are
classified  as  either  trading  or  available-for-sale.   The  investments  are
accounted for as follows:

     i)   available-for-sale securities are recorded at fair value, with changes
          in unrealized gains and losses excluded from net income,  but reported
          net of  applicable  income taxes and  adjustments  to deferred  policy
          acquisition cost  amortization as a separate  component of accumulated
          other comprehensive income;

     ii)  held-to-maturity  securities  are  recorded at  amortized  cost unless
          these securities become other-than-temporarily impaired; and

     iii) trading  securities  are  recorded  at  fair  value  with  changes  in
          unrealized gains and losses included in net income.

     When a quoted market price is available for a security, the Group uses this
price to determine  fair value.  If a quoted market price is not available for a
security,  management  estimates the security's  fair value based on appropriate
valuation methodologies.

     For a discussion of the Company's  accounting  policies with respect to the
determination of fair value of investments and other-than-temporary impairments,
see the  section  entitled  "Critical  Accounting  Policies"  in Part I,  Item 2
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  below.  The  Group's  private  securities  consist  of  convertible
preferred  stock  holdings  in  technology  companies.  Management  periodically
reviews  financial  information with respect to the issuers of equity securities
held by the Group. In addition,  where possible,  management  maintains  contact
with the  management of these issuers  through  ongoing  dialogue to examine the
issuers' future plans and prospects.

Fixed Maturity Securities

     The  Group's  fixed  maturity  securities  as of  December  31,  2006  were
comprised of U.S. and non-U.S. corporate debt securities for which quoted market
prices were  available.  During the third quarter of 2007,  the remaining  fixed
maturity security held by the Group matured.

     An analysis of fixed maturity securities is as follows:
<TABLE>
<CAPTION>

                                               September 30, 2007                           December 31, 2006
                                 ------------------------------------------     ------------------------------------------
                                               Gross     Gross    Estimated                  Gross      Gross    Estimated
                                 Amortized Unrealized Unrealized    Fair        Amortized Unrealized Unrealized    Fair
                                   Cost       Gains     Losses      Value         Cost       Gains      Losses     Value
                                 ---------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                                                        (In thousands)
<S>                              <C>        <C>        <C>        <C>           <C>        <C>        <C>        <C>
Available-for-Sale:
Non-U.S. corporate
   debt securities.........      $       -  $       -  $       -  $       -     $   4,017  $       -  $      (6) $   4,011
Corporate debt securities..              -          -          -          -         5,004          -         (8)     4,996
Held-to-Maturity:
Corporate debt securities..              -          -          -          -         3,009          -         (5)     3,004
                                 ---------  ---------  ---------  ---------     ---------  ---------  ---------  ---------

Total fixed maturity securities  $       -  $       -  $       -  $       -     $  12,030  $       -  $     (19) $  12,011
                                 ---------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
                                 ---------  ---------  ---------  ---------     ---------  ---------  ---------  ---------
</TABLE>


                                       12
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investment Concentration and Risk

     As of  September  30,  2007,  the Group's  investments  consisted  of three
private corporate equity securities with individual book values of less than 10%
of the Group's  shareholders'  equity as of  September  30,  2007.  One of these
investments,  with a book  value of $1.0  million,  is in  preferred  stock of a
technology company that is a consulting client of BICC. Another investment, with
a book value of $140,000,  is in preferred stock of another  technology  company
that is a consulting client of BICC.

     As of  September  30,  2007,  the  Company's  Jersey  based life  insurance
subsidiary, LPAL, owned 93% of the Group's $2.0 million in investments.  LPAL is
a  regulated  insurance  company,  and as such it must  meet  stringent  capital
adequacy  requirements and it may not make any distributions without the consent
of LPAL's  independent  actuary.  LPAL's investments are therefore not currently
available  to fund the  operations  or  commitments  of the Company or its other
subsidiaries.

Realized Gains and Losses

     In the first  quarter of 2007,  the Company  reported  realized  investment
gains of  $1,198,000,  representing  a partial  distribution  resulting from the
settlements  achieved in the WorldCom,  Inc.  securities  litigation.  LPAL held
certain  WorldCom,  Inc.  publicly traded bonds which it sold at a loss in 2002.
This payment  reverses part of the realized  loss recorded in 2002.  The Company
expects to receive an additional  $0.4 million as a final  distribution  in late
2007. However, such an amount and receipt is uncertain at this time. Since these
payments are for LPAL's  account,  they are not available to fund the operations
or commitment of the Company or its other subsidiaries.


Note 4.    Other Assets

     An analysis of other assets is as follows:
<TABLE>
<CAPTION>

                                                                                    September 30,     December 31,
                                                                                        2007             2006
                                                                                    -------------    -------------
                                                                                            (In thousands)

<S>                                                                                 <C>              <C>
Property, equipment and leasehold improvements, net...............................  $          13    $          17
Prepayments.......................................................................             80              195
Receivables:
   Due from broker................................................................              -                1
   Fee income receivable..........................................................            279              169
   Other receivables..............................................................             48               18
   Allowance for doubtful accounts................................................            (34)             (34)
                                                                                    -------------    -------------
Total other assets................................................................  $         386    $         366
                                                                                    -------------    -------------
                                                                                    -------------    -------------
</TABLE>

Note 5.   Share Based Compensation

Equity compensation plan

     The London Pacific Group 1990 Employee Share Option Trust  ("ESOT"),  which
was approved by shareholders in 1990, provides for the granting of share options
to employees and directors. Options are generally granted with an exercise price
equal to the fair market  value of the  underlying  shares at the date of grant.
Such  grants  to  employees  are  generally  exercisable  in four  equal  annual
installments  beginning  one year from the date of grant,  subject to employment
continuation, and expire seven to ten years from the date of grant.

                                       13
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share based compensation expense

     On January 1, 2006, the Company adopted  Statement of Financial  Accounting
Standards No. 123 (revised 2004) ("SFAS  123R"),  "Share-Based  Payment,"  which
establishes  standards  for the  accounting of  transactions  in which an entity
exchanges its equity  instruments for goods or services,  primarily  focusing on
accounting for transactions  where an entity obtains employee  services in share
based  payment  transactions.  SFAS 123R requires a public entity to measure the
cost  of  employee  services  received  in  exchange  for  an  award  of  equity
instruments,  including  share options,  based on the fair value of the award on
the grant date, and to recognize it as compensation  expense over the period the
employee is required to provide  service in exchange for the award,  usually the
vesting period.  SFAS 123R supersedes the Company's  previous  accounting  under
Accounting  Principles  Board Opinion No. 25 ("APB 25"),  "Accounting  for Stock
Issued to  Employees,"  and related  interpretations,  for periods  beginning in
fiscal 2006.  In March 2005,  the SEC issued Staff  Accounting  Bulletin No. 107
("SAB 107") relating to SFAS 123R. The Company has applied the provisions of SAB
107 in its  adoption  of SFAS  123R.  The  Company  adopted  SFAS 123R using the
modified prospective transition method.

     SFAS 123R  requires  companies  to  estimate  the fair value of share based
payment awards on the date of grant using an option pricing model.  The value of
the portion of the award that is  ultimately  expected to vest is  recognized as
expense  over  the  requisite  service  periods  in the  Company's  consolidated
statement of operations.

     Share based compensation  expense recognized in the Company's  consolidated
statement of  operations  for the first  quarter of 2006  includes  compensation
expense for share  options  granted  prior to, but not yet vested as of December
31,  2005,  based  on the  fair  value  estimated  as of the  date of  grant  in
accordance  with the  provisions  of SFAS 123R.  No share  options  were granted
during all of 2006. Share based  compensation  expense for the third quarter and
first  nine  months of 2007  includes  compensation  expense  for share  options
granted  prior  to,  but not yet  vested as of  December  31,  2006,  as well as
compensation  expense for 4.5 million share  options  granted on March 27, 2007.
SFAS 123R requires forfeitures to be estimated at the time of grant and revised,
if necessary,  in  subsequent  periods if actual  forfeitures  differ from those
estimates.  Share based compensation  expense calculated in accordance with SFAS
123R is to be based on awards  ultimately  expected to vest,  and  therefore the
expense  should be reduced for estimated  forfeitures.  The Company's  estimated
forfeiture rate of zero percent for both the three month periods ended September
30, 2007 and 2006,  and for both the nine months  ended  September  30, 2007 and
2006, is based upon the fact that all unvested  options  relate to  longstanding
employees and directors.  One employee left the Company during the third quarter
of 2007 and his 50,000 unvested options were forfeited.  However, this fact does
not change the Group's  management  estimate  of zero  percent  forfeitures  for
future periods.

     SFAS 123R requires the cash flows resulting from the tax benefits resulting
from tax  deductions in excess of the  compensation  cost  recognized  for those
options to be classified  as financing  cash flows.  Due to the  Company's  loss
position,  and as the  Company  had no tax  deductions  related to share  option
exercises,  there were no such tax benefits for the first nine months of 2007 or
2006.

     The fair value of share option grants to employees is calculated  using the
Black-Scholes  option  pricing  model,  even though this model was  developed to
estimate the fair value of freely tradable,  fully transferable  options without
vesting  restrictions,  which  differ  significantly  from the  Company's  share
options. The Black-Scholes model also requires subjective assumptions, including
future share price  volatility  and expected  time to  exercise,  which  greatly
affect the calculated  values.  The expected term of options  granted is derived
from  historical  data  on  employee   exercises  and  post-vesting   employment
termination behavior.  The risk-free rate is based on the U.S. Treasury rates in
effect  during the  corresponding  period of grant.  The expected  volatility is
based on the historical  volatility of the Company's share price.  These factors
could  change in the  future,  which would  affect the share based  compensation
expense in future  periods,  if the  Company,  through  the ESOT,  should  grant
additional share options.

                                       14
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Valuation and expense information under SFAS 123R

     The estimated fair value of share option  compensation  awards to employees
and directors,  as calculated using the Black-Scholes option pricing model as of
the date of grant, is amortized using the straight-line  method over the vesting
period of the options.  For the three months ended  September 30, 2007 and 2006,
compensation  expense  related to share options under SFAS 123R totaled  $21,000
and  $7,000,  respectively,  and  is  included  in  operating  expenses  in  the
accompanying  statement of operations.  For the nine months ended  September 30,
2007 and 2006,  compensation  expense  related to share  options under SFAS 123R
totaled $48,000 and $54,000, respectively.

     During the first  quarter of 2007, as noted above,  4,500,000  options were
granted with an exercise  price equal to the fair market value of the underlying
shares on the grant date which was $0.10. There were no new option grants during
the  second or third  quarters  of 2007.  At  September  30,  2007,  there  were
9,625,000  options  outstanding with a weighted average exercise price of $1.45.
Of these options,  4,675,000  were  exercisable at September 30, 2007, and these
have a weighted average exercise price of $2.88. The remaining 4,950,000 options
were  unvested at September  30, 2007.  These  unvested  options have a weighted
average  exercise price of $0.11. As of September 30, 2007,  total  unrecognized
compensation  expense  related to unvested share options was $276,000,  of which
$22,000  is  expected  to be  recognized  during the  remainder  of 2007 and the
balance of $254,000 is expected to be recognized over 2008 through 2011.

     The weighted-average fair value of share based payments was estimated using
a Black-Scholes option pricing model with the following assumptions:
<TABLE>
<CAPTION>

                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                     2007 (1)    2006 (1)       2007      2006 (1)
                                                                    ----------  ----------   ----------  ----------
<S>                                                                 <C>         <C>          <C>         <C>
Expected stock price volatility...................................           -           -          66%           -
Risk-free interest rate...........................................           -           -        4.52%           -
Expected term (in years)..........................................           -           -         6.25           -
Dividend yield....................................................           -           -            -           -

<FN>
(1) No grants were made during the three months  ended  September  30, 2007 and 2006,  or during the nine months
ended  September  30, 2006.
</FN>
</TABLE>

     For additional  information relating to the Group's Ordinary Share options,
see Note 13 to the Company's  consolidated  financial statements included in its
Form 10-K for the year ended December 31, 2006.


Note 6.   Income Taxes

     In June 2006, the FASB issued Interpretation No. 48 ("FIN 48"), "Accounting
for   Uncertainty  in  Income  Taxes."  FIN  48  clarifies  the  accounting  for
uncertainty in income taxes recognized in an enterprise's  financial  statements
in  accordance  with  Statement  of  Financial  Accounting  Standards  No.  109,
"Accounting  for Income  Taxes." This  interpretation  prescribes a  recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
48 also provides guidance on  de-recognition of tax benefits,  classification on
the balance  sheet,  interest  and  penalties,  accounting  in interim  periods,
disclosure and  transition.  The Company  adopted FIN 48 effective on January 1,
2007.

     The Company's  management  believes that its income tax positions  would be
sustained  upon  examination  by  appropriate  taxing  authorities  based on the
technical  merits of such positions,  and therefore the Company has not provided
for any  unrecognized  tax  benefits  at the  adoption  date.  In  general,  the
Company's tax returns remain subject to  examination by taxing  authorities  for
the tax years 2003 through 2006.

                                       15
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.  Commitments and Contingencies

Guarantees

     In November  2002, the FASB issued FASB  Interpretation  No. 45 ("FIN 45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others - an  interpretation  of FASB
Statements No. 5, 57 and 107 and rescission of FASB  Interpretation No. 34." The
following  is a  summary  of the  Company's  agreements  that  the  Company  has
determined are within the scope of FIN 45.

     Under its Memorandum and Articles of Association, the Company has agreed to
indemnify its officers and directors for certain events or  occurrences  arising
as a result of the officer or  director  serving in such  capacity.  The maximum
potential  amount of future payments the Company could be required to make under
these  indemnification  agreements is unlimited.  However, the Company maintains
directors and officers  liability  insurance that limits the Company's  exposure
and enables it to recover a portion of any future  amounts  paid. As a result of
its insurance  coverage,  the Company believes the estimated fair value of these
indemnification  agreements is minimal and has no liabilities recorded for these
agreements as of September 30, 2007.

     The Company  enters into  indemnification  provisions  under its agreements
with other companies in its ordinary course of business, typically with business
partners,  clients and landlords.  Under these provisions, the Company generally
indemnifies  and holds  harmless the  indemnified  party for losses  suffered or
incurred by the indemnified party as a result of the Company's activities. These
indemnification   provisions  sometime  include  indemnifications   relating  to
representations made by the Company with regard to intellectual property rights.
These indemnification provisions generally survive termination of the underlying
agreement.  The maximum potential amount of future payments the Company could be
required  to make under  these  indemnification  provisions  is  unlimited.  The
Company  believes  the  estimated  fair value of these  agreements  is  minimal.
Accordingly,  the Company has no liabilities recorded for these agreements as of
September 30, 2007.


Note 8.   Business Segment and Geographical Information

     The Company's reportable operating segments are classified according to its
businesses of venture capital and consulting, and life insurance and annuities.

     Intercompany  transfers between reportable operating segments are accounted
for at prices  which are designed to be  representative  of  unaffiliated  third
party transactions.

     Summary  revenue and  investment  gain  (loss)  information  by  geographic
segment,  based on the domicile of the Group company  generating those revenues,
is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------
                                                                                    (In thousands)
<S>                                                                 <C>         <C>          <C>         <C>
Jersey............................................................  $      168  $      232   $    1,697  $      767
Guernsey..........................................................           4          21           51          76
United States.....................................................         471         204        1,099         592
                                                                    ----------  ----------   ----------  ----------
Consolidated revenues and net investment gains and
   losses.........................................................  $      643  $      457   $    2,847  $    1,435
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

</TABLE>

                                       16
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

     Revenues and income  (loss) for  continuing  operations  before  income tax
expense for the Company's reportable  operating segments,  based on management's
internal reporting structure, were as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------
                                                                                    (In thousands)
<S>                                                                 <C>         <C>          <C>         <C>
Revenues and net investment gains and losses:
Venture capital and consulting ...................................  $      447  $      153   $    1,017  $      483
Life insurance and annuities .....................................         141         222        1,652         745
                                                                    ----------  ----------   ----------  ----------
                                                                           588         375        2,669       1,228
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income.....................................          55          82          178         207
                                                                    ----------  ----------   ----------  ----------
Consolidated revenues and net investment gains
   and losses.....................................................  $      643  $      457   $    2,847  $    1,435
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------

Income (loss) before income taxes:
Venture capital and consulting ...................................  $       88  $     (164)  $      (42) $     (337)
Life insurance and annuities .....................................          42         (41)       1,192        (185)
                                                                    ----------  ----------   ----------  ----------
                                                                           130        (205)       1,150        (522)
Reconciliation of segment amounts to consolidated amounts:
Interest and other fee income ....................................          55          82          178         207
Corporate expenses ...............................................        (310)       (435)      (1,080)     (1,982)
                                                                    ----------  ----------   ----------  ----------
Consolidated income (loss) from continuing operations
   before income tax expense......................................  $     (125) $     (558)  $      248  $   (2,297)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------


</TABLE>

                                       17
<PAGE>


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     As used herein,  the terms  "registrant,"  "Company,"  "we," "us" and "our"
refer to Berkeley Technology Limited.  Except as the context otherwise requires,
the term "Group" refers collectively to the registrant and its subsidiaries.

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations should be read in conjunction with the unaudited condensed
consolidated  financial  statements,  and the notes  thereto,  included  in this
quarterly  report,  and the  December 31, 2006  audited  consolidated  financial
statements,  and the notes  thereto,  included in our 2006 Annual Report on Form
10-K filed with the SEC on March 23, 2007. The unaudited condensed  consolidated
financial statements are prepared in accordance with U.S. GAAP. This item should
also be read in  conjunction  with the  "Forward-Looking  Statements and Factors
That May  Affect  Future  Results"  which are set  forth  below and in our other
filings with the SEC.

Forward-Looking Statements and Factors That May Affect Future Results

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations and other sections of this report contain  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934,  as  amended.  Such  forward-looking   statements  are  based  on  current
expectations, estimates, forecasts and projections about the industries in which
we operate,  management's  current beliefs and  assumptions  made by management.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates,"  "goals,"  variations  of such words and  similar  expressions  are
intended to identify such forward-looking  statements.  These statements are not
guarantees of future  performance and involve certain risks,  uncertainties  and
assumptions  that are  difficult  to predict.  Future  outcomes  and results may
differ  materially from what is expressed or forecasted in such  forward-looking
statements. We undertake no obligation to update any forward-looking statements,
whether as a result of new information, future developments or otherwise.

     Factors   that  could  cause  or   contribute   to   deviations   from  the
forward-looking statements include those discussed in this section, elsewhere in
this report and in our other filings with the SEC. The factors include,  but are
not limited to, (i) the risks described in Item 3 "Quantitative  and Qualitative
Disclosures  About Market Risk," (ii)  variations in demand for our products and
services,  (iii) the success of our new products and services,  (iv) significant
changes in net cash flows in or out of our businesses,  (v)  fluctuations in the
performance of debt and equity markets worldwide,  (vi) the enactment of adverse
state,  federal  or  foreign  regulation  or  changes  in  government  policy or
regulation (including accounting standards) affecting our operations,  (vii) the
effect of  economic  conditions  and  interest  rates in the U.S.,  the U.K.  or
internationally,  (viii)  the  ability of our  subsidiaries  to compete in their
respective businesses, (ix) our ability to attract and retain key personnel, and
(x) actions by governmental authorities that regulate our businesses,  including
insurance commissions.


                                       18
<PAGE>





RESULTS OF OPERATIONS BY BUSINESS SEGMENT

Venture Capital and Consulting

     Certain information  regarding our venture capital and consulting segment's
results of operations is as follows:

<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------
                                                                                    (In thousands)
<S>                                                                 <C>         <C>          <C>         <C>
Revenues and net investment gains (losses):
Consulting fees...................................................  $      447  $      159   $    1,017  $      465
Change in net unrealized investment gains and losses on
   trading securities.............................................           -          (6)           -          18
                                                                    ----------  ----------   ----------  ----------
Total revenues and net investment gains (losses)..................         447         153        1,017         483

Operating expenses................................................         359         317        1,059         820
                                                                    ----------  ----------   ----------  ----------
Loss from continuing operations before income
    tax expense...................................................  $       88  $     (164)  $      (42) $     (337)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
</TABLE>

Third quarter of 2007 compared to third quarter of 2006

     In the third quarter of 2007, the venture  capital and  consulting  segment
contributed  income  before  income  taxes of $88,000 to our  overall  loss from
continuing  operations  before  income  taxes,  compared to a loss before income
taxes of $164,000 in the third  quarter of 2006.  The  improved  results for the
third quarter of 2007 were attributable to higher consulting fee income.

     The venture  capital  and  consulting  segment  earned  consulting  fees of
$447,000  during the third  quarter of 2007,  an increase  of $288,000  from the
third  quarter of 2006.  This  increase  was due to an increase in the number of
consulting  clients,  as well as to $140,000 of fees received during the quarter
in the form of  preferred  stock in a client  company.  BICC works with  Silicon
Valley  telecommunications  equipment  and  application  software  companies  in
dealing with large  incumbent  European  telecommunications  companies.  It also
represents  strategic  investors  operating in the  telecommunications  industry
seeking  to  invest in  Silicon  Valley  firms at the  forefront  of  technology
innovation.

     Operating expenses increased by $42,000 to $359,000 in the third quarter of
2007 compared to the third quarter of 2006,  primarily due to higher staff costs
allocated  to this  segment.  During  2006,  some  employees  who  are  normally
dedicated to the venture capital and consulting segment spent part of their time
on certain corporate matters.  During the third quarter of 2007, these employees
were able to focus more fully on venture capital and consulting activities.

     In prior  years,  this  segment's  results were  significantly  impacted by
fluctuations  in the market value of its portfolio of listed equity  securities.
As of the end of the third quarter of 2006,  all listed equity  investments  had
been sold, and our results are no longer impacted by equity market volatility.

First nine months of 2007 compared to first nine months of 2006

     In the first  nine  months of 2007,  the  venture  capital  and  consulting
segment  contributed a loss before income taxes of $42,000 to our overall income
before income  taxes,  compared to a loss before income taxes of $337,000 in the
first nine months of 2006.  The lower loss for the first nine months of 2007 was
attributable to higher consulting fee income, partially offset by an increase in
operating expenses.

                                       19
<PAGE>

     Consulting  fees  increased  by $552,000 to  $1,017,000  for the first nine
months of 2007 due to an increase in the number of  consulting  clients,  and to
$140,000 of fees received in the form of preferred stock in a client company.

     Operating expenses in this segment increased by $239,000 for the first nine
months of 2007 compared to the first nine months of 2006 primarily due to higher
staff costs  allocated  to this  segment.  During the first nine months of 2006,
some employees who are normally  dedicated to the venture capital and consulting
segment  spent part of their time on certain  corporate  matters.  During  2007,
these  employees were able to focus more fully on venture capital and consulting
activities.

Life Insurance and Annuities

     Certain  information  regarding our life insurance and annuities  segment's
results of operations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended       Nine Months Ended
                                                                          September 30,           September 30,
                                                                    ----------------------   ----------------------
                                                                       2007        2006         2007        2006
                                                                    ----------  ----------   ----------  ----------
                                                                                    (In thousands)
<S>                                                                 <C>         <C>          <C>         <C>
Revenues and net investment gains (losses):
Investment income.................................................  $      141  $      222   $      454  $      743
Insurance policy charges..........................................           -           -            -           2
Net realized investment losses....................................           -           -        1,198           -
Change in net unrealized investment gains and losses on
   trading securities.............................................           -           -            -           -
                                                                    ----------  ----------   ----------  ----------
Total revenues and net investment gains (losses)..................         141         222        1,652         745

Expenses:
Amounts credited on insurance policyholder accounts...............           2          95           42         402
General and administrative expenses...............................          97         168          418         528
                                                                    ----------  ----------   ----------  ----------
Total expenses....................................................          99         263          460         930
                                                                    ----------  ----------   ----------  ----------
Income (loss) from continuing operations
    before income tax expense.....................................  $       42  $      (41)  $    1,192  $     (185)
                                                                    ----------  ----------   ----------  ----------
                                                                    ----------  ----------   ----------  ----------
</TABLE>

     LPAL's  policyholder  liabilities fell during the first nine months of 2007
by $3.4  million to $0.2 million due to maturing  policies.  LPAL now focuses on
managing the remaining block of policyholder liabilities.

Third quarter of 2007 compared to third quarter of 2006

     In the third quarter of 2007, LPAL  contributed  income before income taxes
of $42,000 to our  overall  loss  before  income  taxes,  compared  to a loss of
$41,000 in the third quarter of 2006.

     Interest income on investments declined by $81,000 to $141,000 in the third
quarter of 2007,  primarily due to the decline in the level of LPAL's  corporate
bond  investments,  which  was  consistent  with  the  decline  in  policyholder
liabilities  since the third quarter of 2006. The level of corporate  bonds held
by LPAL  decreased from $14.6 million at September 30, 2006 to none at September
30, 2007.  Interest  credited on policyholder  accounts  decreased by $93,000 to
$2,000 in the third  quarter of 2007,  compared  with the third quarter of 2006.
This decrease was primarily due to policy  maturities since the third quarter of
2006.

     Total invested  assets  remained at $12.2 million as of September 30, 2007,
compared to June 30, 2007 as there were no policy benefits paid during the third
quarter of 2007.

                                       20
<PAGE>


     Policyholder liabilities as of September 30, 2007 were $194,000. There were
only four policies outstanding as of that date totaling $147,000. During October
2007, one of these policies,  for approximately  $50,000, was surrendered early.
The remaining  three  policies are  scheduled to mature in 2009.  The balance of
$47,000 relates to two death claims which are pending payment.

     General and  administrative  expenses declined by $71,000 to $97,000 in the
third quarter of 2007  compared to the third quarter of 2006.  This decrease was
due  primarily to reduced  staff costs due to the  reduction in staff during the
first half of 2007.

First nine months of 2007 compared to first nine months of 2006

     In the first nine months of 2007,  LPAL  contributed  income  before income
taxes of $1.2 million to our overall  income before income taxes,  compared to a
loss before income taxes of $0.2 million in the first nine months of 2006.

     Interest  income on  investments  declined  by  $289,000 to $454,000 in the
first nine months of 2007,  primarily  due to the decline in the level of LPAL's
corporate  bond   investments,   which  was  consistent   with  the  decline  in
policyholder  liabilities since September 30, 2006. The level of corporate bonds
held by LPAL  decreased  from $14.6  million at  September  30,  2006 to none at
September 30, 2007.  Interest  credited on  policyholder  accounts  decreased by
$360,000  to $42,000 in the first nine months of 2007,  compared  with the first
nine months of 2006. This decrease was primarily due to policy  maturities since
the end of the third quarter of 2006.

     Total invested assets  decreased to $12.2 million as of September 30, 2007,
compared  with  $14.5  million  as  of  December  31,  2006   primarily  due  to
policyholder benefits paid of $3.5 million during the first nine months of 2007.
Realized  investment  gains for the first nine months of 2007 were $1.2 million.
This amount was received in January 2007 and represented a partial  distribution
resulting  from  the  settlements  achieved  in the  WorldCom,  Inc.  securities
litigation. LPAL held certain WorldCom, Inc. publicly traded bonds which it sold
at a loss in 2002.  This payment  reverses part of the realized loss recorded in
2002. LPAL expects to receive an additional $0.4 million as a final distribution
in late 2007. However, such an amount and receipt is uncertain at this time.

     Policyholder liabilities as of September 30, 2007 were $194,000. There were
only four policies outstanding as of that date totaling $147,000. During October
2007, one of these policies,  for approximately  $50,000, was surrendered early.
The  remaining  three are  scheduled  to mature in 2009.  The balance of $47,000
relates to two death claims which are pending payment.

     Included in general and  administrative  expenses for the first nine months
of 2007 are  $44,000 of  employee  severance  costs.  Excluding  the  $44,000 of
employee severance costs, general and administrative expenses for the first nine
months of 2007 were $374,000,  compared to $528,000 for the first nine months of
2006.  This $154,000  decrease was due primarily to lower staff costs as well as
to lower  facilities costs subsequent to the sublease of our Jersey office space
in mid-2006.

Corporate and Other

Third quarter of 2007 compared to third quarter of 2006

     Corporate  expenses  decreased by $0.1 million to $0.3 million in the third
quarter of 2007,  compared to the third  quarter of 2006.  This decrease was due
primarily to the settlement of the SunGard  litigation  matter during 2006 which
resulted in lower legal fees and lower staff cost  allocations  to the corporate
segment  in the  third  quarter  of 2007,  and to lower  staff  costs due to the
reduction in staff during the first half of 2007.

First nine months of 2007 compared to first nine months of 2006

     Corporate  expenses  decreased by $0.9 million to $1.1 million in the first
nine months of 2007,  compared to the first nine months of 2006.  This  decrease
was due  primarily to losses  associated  with the sublease of our

                                       21
<PAGE>



Jersey office recorded in 2006, the settlement of the SunGard  litigation matter
during 2006 which resulted in lower legal fees and lower staff cost  allocations
to the  corporate  segment in the first  nine  months of 2007,  lower  corporate
insurance  costs, and lower staff costs due to the reduction in staff during the
first half of 2007.

Consolidated Income (Loss) from Continuing Operations Before Income Tax Expense

Third quarter of 2007 compared to third quarter of 2006

     Our consolidated loss from continuing  operations before income tax expense
was $0.1  million  in the  third  quarter  of 2007,  compared  to a loss of $0.6
million in the third  quarter of 2006.  This lower loss was due  primarily  to a
$0.3 million  increase in consulting  fee income and a $0.2 million  decrease in
operating expenses (as explained above).

     We continue  to pursue  opportunities  to grow the  business in the future,
however,  there is no guarantee that we will be successful in  redeveloping  our
venture capital and consulting operations.

First nine months of 2007 compared to first nine months of 2006

     Our  consolidated  income  from  continuing  operations  before  income tax
expense was $0.2 million in the first nine months of 2007, compared to a loss of
$2.3  million in the first nine  months of 2006.  The  improved  results for the
first nine months of 2007 were due  primarily to the $1.2 million  realized gain
from  the  partial  settlement  proceeds  from  the  WorldCom,  Inc.  securities
litigation, a $0.5 million increase in consulting fee income, and a $0.8 million
decrease in operating expenses (as explained above).

Income Taxes

     We are  subject  to  taxation  on our income in all  countries  in which we
operate based upon the taxable income arising in each country. However, realized
gains on certain  investments are exempt from Jersey and Guernsey  taxation.  We
are subject to income tax in Jersey at a rate of 20%. In the United  States,  we
are subject to both federal and  California  taxes at rates up to 34% and 8.84%,
respectively.

Third quarter of 2007 compared to third quarter of 2006

     We had no tax expense and  recognized  no tax benefits in the third quarter
of 2007,  though we had a $0.1 million loss before income  taxes.  Although $0.2
million of losses were contributed by our Jersey and Guernsey  operations during
the third  quarter of 2007,  we did not  recognize  any tax  benefits due to the
uncertainty  surrounding  their recovery  before  expiry.  Income of $46,000 was
contributed by our U.S.  subsidiaries during the third quarter or 2007; however,
the U.S.  subsidiaries  have a tax loss on a year-to-date  basis.  For the third
quarter of 2006,  we similarly  had no tax expense and we did not  recognize any
tax benefits.

First nine months of 2007 compared to first nine months of 2006

     We  recorded  only  $2,000 of tax expense in the first nine months of 2007,
related to minimum  California taxes. Net income of $0.5 million was contributed
by our Jersey and Guernsey  operations  during the period,  which  included $1.2
million of  untaxed  investment  gains  related to the  partial  WorldCom,  Inc.
litigation  settlement.  Losses of $0.2  million  were  contributed  by our U.S.
subsidiaries  during the period;  however,  we did not  recognize  any U.S.  tax
benefits  due to the 100%  valuation  allowances  that we have  provided for all
deferred  tax  assets.  For the first nine months of 2006,  we recorded  minimum
California taxes of $5,000.

Discontinued Operations

     Third  quarter  (and first nine months) of 2007  compared to third  quarter
(and first nine months) of 2006

     The $1.0 million loss on discontinued  operations for the first nine months
of 2006  resulted  from the write-off of the $1.0 million of cash held in escrow
which was part of the proceeds from the sale of LPA in June 2003


                                       22
<PAGE>


held back to cover any of the Group's  indemnity  obligations  (see Note 4 "Cash
Held in Escrow" of our Consolidated  Financial  Statements  included in our Form
10-K for the year ended December 31, 2006).


CRITICAL ACCOUNTING POLICIES

     Management has identified those accounting policies that are most important
to the accurate  portrayal of our financial  condition and results of operations
and that require management's most complex or subjective  judgments,  often as a
result of the need to make  estimates  about  the  effect  of  matters  that are
inherently  uncertain.  These most critical  accounting  policies pertain to our
investments and life insurance policy liabilities, and are described below.

Determination of Fair Values of Investments

     When a quoted market price is available  for a security,  we use this price
in the  determination  of fair value.  If a quoted market price is not available
for a  security,  management  estimates  the  security's  fair  value  based  on
valuation methodologies as described below.

     We  hold  investments  in  privately  held  equity  securities,   primarily
convertible  preferred  stock in venture  capital  companies  doing  business in
various segments of technology  industries.  Venture capital  investing  entails
making  investments in companies  that are  developing  products or services for
large  emerging  markets  with the  belief  that  these  investments  will yield
superior  returns if these  companies  are  successful.  These  investments  are
normally held for a number of years. When we make these investments, most of the
companies  are still  developing  the products they intend to bring to market or
are in the early stages of product sales. Venture capital financed companies are
net consumers of cash and often dependent upon  additional  financing to execute
their  business  plans.  These  investments  involve  substantial  risk  and the
companies  generally  lack  meaningful  historical  financial  results  used  in
traditional valuation models. The process of pricing these securities range from
fierce competitive bidding between financial  institutions to existing investors
negotiating  prices  with  the  company  without  outside  investor  validation.
Investments  in  convertible   preferred   stock  come  with  rights  that  vary
dramatically both from company to company and between rounds of financing within
the same company. These rights, such as anti-dilution,  redemption,  liquidation
preferences and participation, bear directly on the price an investor is willing
to pay for a security.  The returns on these investments are generally  realized
through an initial  public  offering of the company's  shares or, more commonly,
through the company's acquisition by a public company.

     One of the  factors  affecting  fair value is the  amount of time  before a
company  requires  additional  financing to support its  operations.  Management
believes that companies that are financed to the estimated  point of operational
profitability  or for a period  greater  than one year will most  likely  return
value to the investor through an acquisition between a willing buyer and seller,
as the company does not need to seek financing from an opportunistic investor or
insider in an adverse  investment  environment.  If a particular  company  needs
capital in the near term,  management  considers  a range of factors in its fair
value  analysis,  including  our  ability  to  recover  our  investment  through
surviving liquidation  preferences.  Management's  valuation  methodologies also
include  fundamental  analysis that evaluates the investee company's progress in
developing  products,  building  intellectual  property  portfolios and securing
customer  relationships,  as well as overall industry conditions,  conditions in
and prospects for the investee's  geographic  region,  and overall equity market
conditions.   This  is  combined  with   analysis  of   comparable   acquisition
transactions and values to determine if the security's  liquidation  preferences
will ensure full recovery of our investment in a likely acquisition  outcome. In
its valuation analysis, management also considers the most recent transaction in
a company's shares.

     The determination of fair values of investments requires the application of
significant  judgment.  It is possible that the factors  evaluated by management
and fair values will change in subsequent  periods,  especially  with respect to
our  privately  held equity  securities in  technology  companies,  resulting in
material impairment charges in future periods.

                                       23
<PAGE>



Other-than-temporary Impairments

     Management  performs an ongoing review of all  investments in the portfolio
to   determine   if   there   are  any   declines   in  fair   value   that  are
other-than-temporary.

     In  relation  to  our  equity   securities  that  do  not  have  a  readily
determinable  fair value and are  classified as  available-for-sale,  factors we
consider in  impairment  reviews  include:  (i) the length of time and extent to
which  estimated  fair  values  have been  below  cost and the  reasons  for the
decline,  (ii)  the  investee's  recent  financial  performance  and  condition,
earnings trends and future  prospects,  (iii) the market condition of either the
investee's  geographic area or industry as a whole, and (iv) concerns  regarding
the investee's  ability to continue as a going concern (such as the inability to
obtain  additional  financing).  If the evidence supports that a decline in fair
value is  other-than-temporary,  then the investment is reduced to its estimated
fair value,  which becomes its new cost basis,  and a realized loss is reflected
in earnings.

     We determine that a fixed maturity security is impaired when it is probable
that we will  not be  able to  collect  amounts  due  (principal  and  interest)
according to the security's  contractual  terms. We make this  determination  by
considering  all  available  facts and  circumstances,  including our intent and
ability to continue to hold the investment to maturity.  The factors we consider
include:  (i) the length of time and extent to which the market values have been
below  amortized cost and the reasons for the decline,  (ii) the issuer's recent
financial performance and condition, earnings trends and future prospects in the
near to mid-term,  (iii) changes in the issuer's  debt rating and/or  regulatory
actions or other events that may effect the issuer's operations, (iv) the market
condition of either the issuer's geographic area or industry as a whole, and (v)
factors  that raise  doubt  about the  issuer's  ability to  continue as a going
concern.   If  the   evidence   supports   that  a  decline  in  fair  value  is
other-than-temporary,  then the fixed  maturity  security is written down to its
quoted market value,  if such a value is  available.  If a readily  determinable
fair value does not exist,  then the fixed maturity  security is written down to
management's  estimate  of its fair  value,  which  is  based  on the  valuation
methodologies  described above.  Write-downs are recorded as realized losses and
included in earnings.

     The   evaluations   for   other-than-temporary   impairments   require  the
application of significant  judgment. It is possible that the impairment factors
evaluated  by  management  and fair values will  change in  subsequent  periods,
especially  with  respect to  privately  held equity  securities  in  technology
companies, resulting in material impairment charges in future periods.

Life Insurance Policy Liabilities

     We  account  for life  insurance  policy  liabilities  in  accordance  with
Statement of Financial Accounting Standards No. 97, "Accounting and Reporting by
Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains
and Losses from the Sale of  Investments."  We account for life insurance policy
liabilities for deferred annuities as investment-type  insurance products and we
record these liabilities at accumulated value (premiums  received,  plus accrued
interest to the balance sheet date, less withdrawals and assessed fees).


Liquidity and Capital Resources

     Our cash and cash  equivalents  increased  during the first nine  months of
2007 by  $7.9  million  to  $14.6  million.  This  increase  in  cash  and  cash
equivalents   resulted   from  $12.2  million  of  cash  provided  by  investing
activities,  partially  offset by $3.5 million used in financing  activities and
$0.8  million used in operating  activities.  Cash used in financing  activities
related to insurance  policyholder benefits paid by LPAL. Cash used in operating
activities  primarily  resulted  from  the  $1.1  million  operating  loss  from
continuing  operations for the first nine months of 2007 (this excludes the $1.2
million  realized  gain  related  to  the  WorldCom,   Inc.  partial  litigation
settlement  payment).  Cash  provided  by  investing  activities  relates to the
maturity of $12.0  million of fixed  maturity  securities  held by the Group and
LPAL and the $1.2 million WorldCom payment,  partially offset by the purchase of
a $1.0 million private equity  security.  As of September 30, 2007, our cash and
cash equivalents,  excluding the amount held by LPAL,  amounted to $4.2 million,
an increase of $1.9 million from December 31, 2006.

                                       24
<PAGE>

     Shareholders' equity increased during the first nine months of 2007 by $0.3
million from $15.9  million at December  31, 2006 to $16.2  million at September
30, 2007,  primarily due to the net income for the period of $0.2 million. As of
September 30, 2007 and December 31, 2006,  $62.6 million of our Ordinary Shares,
at  cost,  held  by  the  employee  benefit  trusts  have  been  netted  against
shareholders' equity.

     As discussed  above in "Results of  Operations  by Business  Segment - Life
Insurance and Annuities,  during the first nine months of 2007 LPAL continued to
service its  existing  policyholders.  During  this  period,  policy  surrenders
totaled  $27,000  and  policy  maturities  totaled  $3.5  million.  Policyholder
liabilities were $0.2 million as of September 30, 2007, compared to $3.6 million
as of December 31, 2006. One policy of approximately  $50,000 was surrendered in
October 2007,  but we do not expect any further  surrender  activity  during the
remainder of 2007 and no policyholder  liabilities are scheduled to mature until
2009. As of September 30, 2007, LPAL had cash of $10.4 million.  LPAL expects to
receive an additional $0.4 million as a final distribution in late 2007 from the
settlements achieved in the WorldCom, Inc. securities litigation.  However, such
an amount and receipt is uncertain at this time.

     As of September 30, 2007, we had no bank borrowings, guarantee obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

     As of September 30, 2007, we had $4.2 million of cash and cash equivalents,
excluding cash held by our life insurance and annuities segment. We believe that
this cash balance is  sufficient  to fund our  operations  (venture  capital and
corporate activities) over at least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The nature of our businesses  exposes us to market risk. Market risk is the
risk of loss that may occur when  changes in  interest  rates and public  equity
prices adversely affect the value of invested assets.

Interest Rate Risk

     For LPAL's business,  the amount of policyholder  liabilities is unaffected
by changes in interest  rates.  Early  policy  redemptions  are  protected  by a
surrender penalty. In addition,  LPAL's policyholder liabilities are now down to
$0.2 million as of September  30, 2007, a level where any interest  rate risk is
minimal.

     Interest  income  earned  on cash and cash  equivalents  in LPAL and in the
remainder of the Group is expected to be  approximately  $0.2 million during the
remainder of 2007,  therefore movements in market interest rates should not have
a material impact on our consolidated results.

Equity Price Risk

     In prior years, we held levels of listed equity securities which exposed us
to  significant  equity  price risk and  resulting  volatility  in our  reported
earnings.  By the end of  September  2006,  we  sold  all of our  listed  equity
holdings and thus we are no longer exposed to equity price risk on listed equity
securities.

     As of September 30, 2007, we hold three private corporate equity securities
in  technology  companies for which liquid  markets do not exist.  The aggregate
book value of these  investments  is $2.0 million.  Private equity prices do not
fluctuate directly with public equity markets,  but significant market movements
may trigger a review for other-than-temporary  adjustment of the carrying values
of our private  equity  securities.  The risks  inherent in these private equity
investments relate primarily to the viability of the investee companies.


                                       25
<PAGE>




Item 4.   CONTROLS AND PROCEDURES

     We maintain  disclosure  controls  and  procedures  designed to ensure that
information  required  to be  disclosed  in our  filings  under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the periods  specified in the rules and forms of the SEC.  Such
information is accumulated and  communicated  to our  management,  including our
chief executive officer and chief financial  officer,  as appropriate,  to allow
timely decisions regarding required  disclosure.  Our management,  including the
chief executive officer and the chief financial officer, recognizes that any set
of controls  and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable assurance of achieving the desired control objectives.

     As of the end of the period covered by this quarterly  report on Form 10-Q,
we carried out an evaluation,  under the supervision and with the  participation
of our  management,  including our chief  executive  officer and chief financial
officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures.  Based on such evaluation,  our chief executive officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  were  effective as of the end of the period covered by the quarterly
report on Form 10-Q.

     There were no changes in our internal  controls  over  financial  reporting
during the quarter ended  September 30, 2007 that materially  affected,  or that
could reasonably likely materially  affect, our internal controls over financial
reporting.

                                       26
<PAGE>



                           PART II - OTHER INFORMATION


Item 1A.   RISK FACTORS

     There are no material changes from the risk factors as previously disclosed
in our Form 10-K for the year ended  December 31, 2006 in response to Item 1A to
Part I of Form 10-K.


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

     On  September  18,  2007,  we  held  our  annual  general  meeting  of  the
shareholders where the following matters were submitted to a vote and approved:

     (1)  To receive the report of the directors  and the  financial  statements
          for the year ended December 31, 2006,  together with the report of the
          independent auditors thereon; votes received for: 39,883,635, against:
          155,885. There were 25,610 abstentions.

     (2)  For the  re-election of one director,  The Viscount  Trenchard:  votes
          received  for:  39,720,290,   against:  232,260.  There  were  112,580
          abstentions.  Directors whose term of office  continued,  and who were
          not up for  re-election  at this annual general  meeting,  include Mr.
          Arthur I. Trueger, Mr. Victor A. Hebert and Mr. Harold E. Hughes, Jr.

     (3)  To  re-appoint  BDO  Stoy  Hayward,   LLP  and  BDO  Seidman,  LLP  as
          independent  auditors of the Company and to authorize the directors to
          fix their  remuneration;  votes  received  for:  39,863,970,  against:
          89,930. There were 111,230 abstentions.


Item 6.    EXHIBITS

     The following exhibits are filed herewith:

Exhibit
Number   Description
------   -----------------

31.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as  adopted pursuant to Section 302 of the Sarbanes-Oxley
         Act of 2002.

31.2     Certification  by the  Company's Chief  Financial  Officer  pursuant to
         18 U.S.C.  Section  1350, as  adopted  pursuant to Section  302  of the
         Sarbanes-Oxley Act of 2002.

32.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

32.2     Certification  by the Company's  Chief  Financial  Officer  pursuant to
         18 U.S.C.  Section 1350, as  adopted  pursuant  to  Section 906 of  the
         Sarbanes-Oxley Act of 2002.







                                       27
<PAGE>



                                                               SIGNATURE


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



                                        BERKELEY TECHNOLOGY LIMITED
                                        (Registrant)

Date:  November 13, 2007                By:    /s/  Ian K. Whitehead

                                        Ian K. Whitehead
                                        Chief Financial Officer

                                        (Principal Financial and Accounting
                                         Officer and Duly Authorized Officer
                                         of the Registrant)

                                       28





                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

               EXHIBIT INDEX FOR THE QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2007

Exhibit
Number   Description
-------  -----------------

31.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted  pursuant to Section 302 of the Sarbanes-Oxley
         Act of 2002.

31.2     Certification  by the Company's Chief Financial  Officer   pursuant  to
         18  U.S.C.  Section 1350, as  adopted  pursuant to  Section 302 of  the
         Sarbanes-Oxley Act of 2002.

32.1     Certification by the Company's Executive Chairman pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

32.2     Certification  by  the  Company's Chief  Financial  Officer pursuant to
         18 U.S.C.  Section  1350, as  adopted  pursuant to Section 906  of  the
         Sarbanes-Oxley Act of 2002.





                                       29