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 March 31, 2010

                                       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 of          (I.R.S. Employer Identification No.)
    incorporation or organization)

                                One Castle Street
                           St. Helier, Jersey JE2 3RT
                                 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 a large accelerated  filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller  reporting  company" in Rule 12b-2 of the  Exchange  Act.  (Check one):
Large  accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
Smaller reporting company [X]                    (Do  not   check  if  a smaller
                                                 reporting company)


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

<PAGE>

    As of May 12, 2010,  the  registrant  had  outstanding  64,439,073  Ordinary
Shares, par value $0.05 per share.




                                       2
<PAGE>


                                TABLE OF CONTENTS


                                     PART I

                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                             Page
<S>                                                                                                          <C>
Item 1.    Financial Statements (unaudited):

           Condensed Consolidated Balance Sheets as of March 31, 2010 and
               December 31, 2009............................................................................    4

           Condensed Consolidated Statements of Operations for the three months
               ended March 31, 2010 and 2009................................................................    5

           Condensed Consolidated Statements of Cash Flows for the three months
               ended March 31, 2010 and 2009................................................................    6

           Consolidated Statement of Changes in Shareholders' Equity for the three months
               ended March 31, 2010.........................................................................    7

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

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations............   17

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.......................................   22

Item 4.    Controls and Procedures..........................................................................   22


                                     PART II

                                OTHER INFORMATION

Item 1A.   Risk Factors.....................................................................................   23

Item 5.    Other Information................................................................................   23

Item 6.    Exhibits.........................................................................................   23

Signature  .................................................................................................   24
</TABLE>

                                       3
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                       March 31,       December 31,
                                                                                         2010              2009
                                                                                     ------------      ------------
                                            ASSETS
Current assets:
<S>                                                                                  <C>               <C>
   Cash and cash equivalents......................................................   $     10,949      $     11,480(1)
   Accounts receivable, less allowances of $0 as of March 31, 2010
       and December 31, 2009......................................................            104               141
   Prepaid expenses and deposits..................................................             62                68
                                                                                     ------------      ------------
Total current assets..............................................................         11,115            11,689

Private equity investments (at lower of cost or estimated fair value).............          1,469             1,469(1)
Property and equipment, net of accumulated depreciation of $181
   as of March 31, 2010 and December 31, 2009.....................................              4                 6
                                                                                     ------------      ------------
Total assets......................................................................   $     12,588      $     13,164
                                                                                     ------------      ------------
                                                                                     ------------      ------------
                        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses..........................................   $        423      $        417
                                                                                     ------------      ------------
Total current liabilities.........................................................            423               417
                                                                                     ------------      ------------
...............................................................................
Commitments and contingencies (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 March 31, 2010
   and December 31, 2009..........................................................          3,222             3,222
Additional paid-in capital........................................................         67,917            67,915
Retained earnings.................................................................          3,624             4,607
Employee benefit trusts, at cost (13,522,381 shares as of
   March 31, 2010 and December 31, 2009)..........................................        (62,598)          (62,598)
Accumulated other comprehensive loss..............................................              -              (399)
                                                                                     ------------      ------------
Total shareholders' equity........................................................         12,165            12,747
                                                                                     ------------      ------------
Total liabilities and shareholders' equity........................................   $     12,588      $     13,164
                                                                                     ------------      ------------
                                                                                     ------------      ------------

<FN>
(1)      As of December 31,  2009,  the  Company's  subsidiary,  London  Pacific
         Limited  ("LPL"),  held $2,816 of the Group's  $11,480 in cash and cash
         equivalents   and  $844  of  the  Group's   $1,469  in  private  equity
         investments  which  were  only  available  to fund  the  operations  or
         commitments  of LPL,  and not to fund the parent  company or any of the
         other  subsidiaries.  As of December 31, 2009, LPL needed to obtain the
         permission of the Jersey Financial Services  Commission ("JFSC") if LPL
         funds were to be used to fund operations or commitments  outside of the
         LPL entity.  As of January 14, 2010, the JFSC approved LPL's  Cessation
         Of Business Plan ("COBP") and canceled LPL's  insurance  permit.  As of
         January 14, 2010, the foregoing restrictions no longer apply.
</FN>
</TABLE>

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


                                       4
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                            March 31,
                                                                     ---------------------
                                                                        2010        2009
                                                                     --------    ---------

Revenues:
<S>                                                                  <C>         <C>
Consulting fees...................................................   $     116   $      97
                                                                     ---------   ---------
Total revenues....................................................         116          97
                                                                     ---------   ---------

Operating expenses:
Cost of services..................................................         139         204
Selling, general and administrative expenses .....................         566         664
                                                                     ---------   ---------
Total operating expenses..........................................         705         868
                                                                     ---------   ---------
Operating loss....................................................        (589)       (771)

Interest income...................................................           7           7
Net realized investment loss......................................           -        (200)
Net realized foreign currency translation loss....................        (399)          -
                                                                     ---------   ---------
Loss before income tax expense....................................        (981)       (964)

Income tax expense................................................           2           2
                                                                     ---------   ---------
Net loss..........................................................   $    (983)  $    (966)
                                                                     ---------   ---------
                                                                     ---------   ---------






Basic and diluted loss per share                                     $   (0.02)  $   (0.02)
                                                                     ---------   ---------
                                                                     ---------   ---------



Basic and diluted loss per ADS                                       $   (0.19)  $   (0.19)
                                                                     ---------   ---------
                                                                     ---------   ---------
</TABLE>





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

                                       5
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                           Three Months Ended
                                                                                                 March 31,
                                                                                     ------------------------------
                                                                                         2010              2009
                                                                                     ------------      ------------
Cash flows from operating activities:
<S>                                                                                  <C>               <C>
Net loss..........................................................................   $       (983)     $       (966)
Adjustments to reconcile net loss to net
   cash used in operating activities:
Depreciation and amortization.....................................................              2                 1
Amounts credited on insurance policyholder accounts...............................              -                 1
Net realized investment losses ...................................................              -               200
Share based compensation..........................................................              2                19
Net realized foreign currency translation loss....................................            399                 -


Net changes in operating assets and liabilities:
   Accrued investment income .....................................................              -                (1)
   Other assets...................................................................             43               128
   Accounts payable, accruals and other liabilities...............................              7                 2
                                                                                     ------------      ------------

Net cash used in operating activities.............................................           (530)             (616)
                                                                                     ------------      ------------

Cash flows from financing activities:
Insurance policyholder benefits paid..............................................              -               (63)
                                                                                     ------------      ------------
Net cash used in financing activities.............................................              -               (63)
                                                                                     ------------      ------------

Effect of exchange rate changes on cash...........................................             (1)               (1)
                                                                                     ------------      ------------

Net decrease in cash and cash equivalents.........................................           (531)             (680)

Cash and cash equivalents at beginning of period..................................         11,480            13,681
                                                                                     ------------      ------------

Cash and cash equivalents at end of period .......................................       $ 10,949           $13,001
                                                                                     ------------      ------------
                                                                                     ------------      ------------


Supplemental disclosure of non-cash operating activities:
Realization of accumulated foreign currency translation adjustments...............     $      399        $        -

</TABLE>





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

                                       6
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                                                                Other
                                   Ordinary Shares     Additional                Employee      Compre-        Total
                                --------------------    Paid-in     Retained      Benefit      hensive     Shareholders'
                                   Number    Amount     Capital     Earnings      Trusts        Loss(1)       Equity
                                --------------------   ----------  ----------   ----------   -----------   -----------

Balance as of
<S>                              <C>      <C>          <C>         <C>          <C>          <C>           <C>
   December 31, 2009............   64,439   $  3,222   $   67,915  $    4,607   $  (62,598)  $      (399)  $    12,747

Net loss........................        -          -            -        (983)          -              -          (983)

Realization of accumulated
   foreign currency
   translation adjustments......        -          -            -           -            -           399           399

Share based compensation,
   including income tax
   effect of $0.................        -          -            2           -            -             -             2

                                ---------   --------   ----------  ----------   ----------   -----------   -----------
Balance as of
   March 31, 2010...............   64,439   $  3,222   $   67,917  $    3,624   $  (62,598)  $         -  $    12,165
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
                                ---------   --------   ----------  ----------   ----------   -----------   -----------
<FN>
(1) On  January  14,  2010,  the JFSC  approved  LPL's  COBP and  cancelled  its
insurance  permit.  As of March 31, 2010, LPL was  substantially  liquidated and
thereby realized the non-recurring accumulated other comprehensive loss (foreign
currency translation  adjustment net loss) in the Group's consolidated statement
of operations. Please see "Foreign Currencies" in Note 1 below.
</FN>
</TABLE>




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

                                       7
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2010

       As used herein, the terms  "registrant,"  "Company," "we," "us" and "our"
refer to Berkeley  Technology  Limited ("BTL").  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"). 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.

       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, 2009,  which are contained in the Company's  Annual
Report on Form 10-K and Form 10-K/A, filed with the U.S. Securities and Exchange
Commission  ("SEC")  on March 31,  2010 and April 30,  2010,  respectively.  The
December  31,  2009  condensed  balance  sheet  data was  derived  from  audited
financial statements but does not include all disclosures required by U.S. GAAP.

       As the level of  consulting  fees  earned by the  Company is  expected to
fluctuate  depending on the nature and extent of consulting work at any point in
time,  the results for the three  month  period  ended March 31, 2010 may not be
indicative  of the  results to be  expected  for the full  fiscal year or future
years.

       On January 14,  2010,  the JFSC  approved  LPL's COBP and  cancelled  its
insurance  permit.  As of March  31,  2010,  LPL was  substantially  liquidated,
thereby requiring the  non-recurring  accumulated  foreign currency  translation
adjustment net loss held by LPL to be realized.

       Prior to the cessation of its insurance business during the third quarter
of 2009,  the Company  reported  its results of  operations  using an  insurance
company format and in two operating segments:  the consulting in venture capital
segment, and the life insurance and annuities segment.  Beginning with the third
quarter of 2009,  the Company  changed its  reporting of results to a commercial
company format with only one operating  business segment  (consulting in venture
capital). Certain reclassifications were made to prior period amounts to conform
with the current period's presentation. These reclassifications had no effect on
the net loss or shareholders' equity for the prior periods.

       The Company is incorporated  under the laws of Jersey,  Channel  Islands.
Its Ordinary  Shares are traded on the London Stock Exchange and until April 20,
2010, in the U.S. on the Over-the-Counter Bulletin Board in the form of American
Depositary Shares ("ADSs"), which were evidenced by American Depositary Receipts
("ADRs").  Each ADS  represented ten Ordinary  Shares.  As part of the Company's
cost  reduction  measures,  on  January  20,  2010,  the  offering  of ADRs  was
terminated and the Company entered into an amendment to the Deposit Agreement to
decrease  from one year to thirty  (30)  days the  amount of time that must pass
after  termination of the Deposit  Agreement  before The Bank of New York Mellon
may sell any ADRs  that  have not been  surrendered  and such ADR  holders  will
receive the net proceeds of such sale. The Bank of New York Mellon  notified the
ADR holders, by letter dated January 20, 2010, of their right to surrender their
ADRs for Ordinary Shares on or before May 20, 2010.


                                       8
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


       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.

Subsequent Events

       The  Company's  Deposit  Agreement  with  The  Bank  of New  York  Mellon
terminated on April 20, 2010.

Use of Estimates

       The  preparation  of financial  statements in  conformity  with U.S. GAAP
requires  management to make certain  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.  The Group's  management's  estimates are based on
historical  experience,  input from sources  outside of the  Company,  and other
relevant facts and  circumstances.  Actual results could differ  materially from
those  estimates.  Accounting  policies  that include  particularly  significant
estimates include the assessment of recoverability  and measuring  impairment of
private equity investments, investment and impairment valuations, measurement of
deferred  tax  assets and the  corresponding  valuation  allowances,  fair value
estimates  for the  expense of employee  share  options,  valuation  of accounts
receivable, and estimates related to commitments and contingencies.

Foreign Currencies

       Prior  to July 1,  2007,  the  Group  used  the  British  pound  sterling
("sterling")  as the  functional  currency  of LPL 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 LPL, the  functional
currency of LPL was changed to the U.S. dollar effective July 1, 2007. With this
change in functional currency, LPL's foreign exchange gains and losses resulting
from the  remeasurement  of foreign  currency assets and  liabilities  into U.S.
dollars  were  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.  The
$(399,000)  balance as of June 30, 2007 in accumulated other  comprehensive loss
in the  Group's  consolidated  balance  sheet  remained  until such time LPL was
substantially  liquidated. On January 14, 2010, the JFSC approved LPL's COBP and
cancelled  its insurance  permit.  As of March 31, 2010,  LPL was  substantially
liquidated and thereby realized the non-recurring  accumulated  foreign currency
translation  adjustment  net  loss  in the  Group's  consolidated  statement  of
operations.

Comprehensive Loss

       The Company had no other comprehensive income or loss for the three month
period ended March 31, 2010.  Therefore,  the Company's  comprehensive  loss was
equal to the Company's consolidated net loss for the period.

Recently Issued Accounting Pronouncements

            In April 2009,  the FASB issued  three  related  sets of  accounting
guidance intended to enhance  disclosures  regarding fair value measurements and
impairments of securities. This guidance sets forth rules related to determining
the fair value of financial  assets and financial  liabilities when the activity
levels have significantly  decreased in relation to the normal market,  guidance
related to the  determination  of other-than  temporary  impairments  to include
intent and ability of the holder as an indicator in the determination of whether
an  other-than-temporary  impairment exists and interim disclosure  requirements
for the fair value of financial  instruments.  These sets of accounting guidance
became effective for interim and annual  reporting  periods ended after June 15,
2009.  The  adoption of this  guidance  did not have an impact on the  Company's
condensed consolidated financial statements.


                                       9
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


           In May 2009, the FASB issued new accounting  guidance  related to the
accounting  for and disclosure of events that occur after the balance sheet date
but before  financial  statements  are  issued or  available  to be issued.  The
Company  adopted  this  guidance  as of the  quarter  ended June 30,  2009.  The
adoption  of this  guidance  did not have an impact on the  Company's  condensed
consolidated financial statements.

           In  June  2009,  the  FASB  issued  the  FASB  Accounting   Standards
Codification  ("ASC").  The ASC has become the authoritative source of generally
accepted  accounting  principles in the United  States.  Rules and  interpretive
releases  of  the  SEC  under  federal  securities  laws  are  also  sources  of
authoritative  GAAP for SEC  registrants.  ASC became  effective  for  financial
statements  issued for interim and annual  periods  ending after  September  15,
2009.  The adoption did not have a material  impact on the  Company's  condensed
consolidated financial statements.

       In  January  2010,  the FASB  issued new  guidance  related to fair value
disclosures.  This  amended  guidance  requiring  disclosures  about  inputs and
valuation  techniques is used to measure fair value as well as disclosure  about
significant  transfers,  beginning in the first  quarter of 2010.  Additionally,
these amended  standards require  presentation of disaggregated  activity within
the reconciliation  for fair value  measurements using significant  unobservable
inputs (Level 3),  beginning in the first quarter of 2011.  The Company does not
expect the adoption of this guidance to have a material  impact on its condensed
consolidated financial statements.

Note 2.   Earnings Per Share and ADS

       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. The Company
had previously  issued Ordinary Share warrants to Bank of Scotland in connection
with the Company's bank facility (now  terminated),  which were also  considered
potential common stock. However, the warrants expired,  unexercised, on February
14, 2010. 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."

       For the three month period  ended March 31, 2010 and 2009,  there were no
"in-the-money"  options or  warrants,  and  therefore  no  potentially  dilutive
securities.  As a result,  the diluted  loss per share is the same as basic loss
per share.

       Loss per ADS is equivalent to ten times loss per Ordinary Shares.



                                       10
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A  reconciliation  of the numerators and  denominators for the basic and diluted
loss per share calculations is as follows:
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                     ---------------------
                                                                        2010       2009
                                                                     ---------   ---------

(In thousands, except per

  share and ADS amounts)

<S>                                                                  <C>         <C>
Net loss..........................................................   $    (983)  $    (966)
                                                                     ---------   ---------
                                                                     ---------   ---------
Basic and diluted loss per share and ADS:
Weighted-average number of Ordinary Shares outstanding,
   excluding shares held by the employee benefit trusts...........      50,917      50,917
                                                                     ---------   ---------
                                                                     ---------   ---------

Basic and diluted loss per share..................................   $   (0.02)  $   (0.02)
                                                                     ---------   ---------
                                                                     ---------   ---------


Basic and diluted loss per ADS....................................   $   (0.19)  $   (0.19)
                                                                     ---------   ---------
                                                                     ---------   ---------
</TABLE>


 Note 3.   Investments

       As of March 31, 2010 and December 31, 2009, the Group's only  investments
were private equity securities.

       For 2009 and the first three  months of 2010,  because all of the Group's
private equity investments are less than 20% in the investee companies,  and the
Group does not have any  significant  influence on the investee  companies,  all
such  investments  are  accounted for in  accordance  with the cost method.  The
Group's management  evaluates the Group's  investments for any events or changes
in circumstances  ("impairment  indicators")  that may have significant  adverse
effects on the Group's  investments.  If impairment  indicators  exist, then the
carrying  amount of the investment is compared to its estimated  fair value.  If
any  impairment  is  determined  to be  other-than-temporary,  then  a  realized
investment   loss  would  be   recognized   during  the  period  in  which  such
determination is made by the Group's management.

       The accounting guidance for fair value measurements defines fair value as
the  price  that  would  be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date (an exit price).  That accounting guidance has also established
a fair value hierarchy that prioritizes the inputs to valuation  techniques used
to  measure  fair  value into three  broad  levels.  See Note 4, "Fair  Value of
Financial  Instruments"  below for the three levels of the fair value hierarchy.
Level 3 inputs apply to the  determination of fair value for the Group's private
equity  investments.  These are unobservable  inputs where the  determination of
fair values of investments  requires the  application  of significant  judgment.
Only other-than-temporary  impairments will be recognized and the carrying value
of a private  equity  investment  cannot be increased  above its cost unless the
investee company completes an initial public offering or is acquired. During the
first quarter of 2009, the Group determined that impairment  indicators  existed
for  one of its  private  equity  investments,  and  then  determined  that  the
impairment was other-than-temporary.  The Group recognized a realized investment
loss in its consolidated  statement of operations of $200,000 on this investment
as of the end of March  2009.  During  the  first  quarter  of 2010,  the  Group
determined  that  no  impairment  indicators  existed  for  its  private  equity
investments.  It is possible that the factors  evaluated by management  and fair
values will  change in  subsequent  periods,  resulting  in material  impairment
charges in future periods.

                                       11
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


       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.   Management's  valuation  methodologies
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,  overall  equity market
conditions,  and the level of financing  already secured and available.  This is
combined  with  analysis of comparable  acquisition  transactions  and values to
determine if the security's liquidation preferences will ensure full recovery of
the  Group's  investment  in a  likely  acquisition  outcome.  In its  valuation
analysis,  management also considers the most recent  transaction in a company's
shares.

       Realized  gains and losses on securities are included in net income using
the specific  identification  method. Any  other-than-temporary  declines in the
fair value of the Group's  investments,  below the cost or amortized cost basis,
are recognized as realized  investment losses in the consolidated  statements of
operations.  The cost  basis of such  securities  is  adjusted  to  reflect  the
write-down recorded.

Investment Concentration and Risk

       As of March 31, 2010, the Group's investments  consisted of three private
equity  securities  with  individual  carrying  values  of less  than 10% of the
Group's shareholders' equity. One of these investments, with a carrying value of
$485,000,  is in preferred stock and warrants of a technology company that was a
consulting  client  of  BICC.  Another  investment,  with a  carrying  value  of
$140,000,  is in  preferred  stock  of  another  technology  company  that was a
consulting  client of BICC in prior years.  The third  investment has a carrying
value of $844,000 and is in preferred stock of a technology company.

       The Group  held no fixed  maturity  securities  as of March 31,  2010 and
December 31, 2009.

Note 4.    Fair Value of Financial Instruments

       The  Company  has  adopted  the   accounting   guidance  for  fair  value
measurements.  The accounting  guidance for fair value  measurements  provides a
framework for measuring fair value and expands related  disclosures.  Fair value
is defined as the price that would be received  for an asset or paid to transfer
a  liability  in an  orderly  transaction  between  market  participants  at the
measurement  date (an exit price).  The accounting  guidance also  established a
hierarchy  which  requires an entity to maximize the use of  observable  inputs,
when available. The accounting guidance requires that fair value measurements be
classified and disclosed in one of the following three categories:

       Level 1 - Inputs  are  unadjusted  quoted  prices in active  markets  for
identical assets or liabilities that are accessible by the Company.  As of March
31, 2010, the Company's  Level 1 assets included money market accounts which are
included in cash and cash  equivalents  in the  condensed  consolidated  balance
sheets.

       Level 2 - Inputs  include quoted prices in markets that are not active or
financial  instruments for which all significant  inputs are observable,  either
directly or  indirectly.  As of March 31,  2010,  the  Company's  Level 2 assets
included  money  market  mutual  funds  which  are  included  in cash  and  cash
equivalents in the condensed consolidated balance sheets.

       Level 3 -  Unobservable  inputs  for the  asset  or  liability  including
significant  assumptions  of the Company and other  market  participants.  As of
March 31, 2010 and  December  31,  2009,  the Group held  $1,469,000  of private
equity    investments   which   are   carried   at   cost,   as   adjusted   for
other-than-temporary    impairments.    In   order   to    determine    if   any
other-than-temporary  impairments exist, the Group must first determine the fair
values of its private  equity  investments  using Level 3  unobservable  inputs,
including the analysis of various financial, performance and market factors.

                                       12
<PAGE>


                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


       The following table presents the Company's fair value  measurements  that
are measured at the estimated fair value, on a recurring  basis,  categorized in
accordance with the fair value hierarchy:
<TABLE>
<CAPTION>
                                                                 Quoted Prices
                                                                    In Active    Significant
                                                                   Markets For      Other      Significant
                                                                    Identical    Observable    Unobservable
                                                                     Assets         Inputs        Inputs
                                                                    (Level 1)     (Level 2)     (Level 3)        Total
                                                                 -------------   ----------    ------------   ----------
                                                                                      (In thousands)
As of March 31, 2010:
<S>                                                              <C>             <C>           <C>            <C>
Money market mutual funds......................................  $        -      $         1   $          -   $        1

As of December 31, 2009:
Money market mutual funds......................................  $        -      $     4,008   $          -   $    4,008

</TABLE>

         Certain assets are measured at fair value on a nonrecurring basis; that
is, the  instruments  are not measured at fair value on an ongoing basis but are
subject to fair value  adjustment  only in certain  circumstances  (for example,
when  there  is  evidence  of  impairment).  See  Note 3 for  discussion  of the
investments. The Company classifies these measurements as Level 3.
<TABLE>
<CAPTION>
                                                                 Quoted Prices
                                                                   In Active     Significant
                                                                  Markets For       Other       Significant
                                                                   Identical     Observable    Unobservable
                                                                    Assets         Inputs         Inputs
                                                                   (Level 1)      (Level 2)      (Level 3)      Total
                                                                 -------------   -----------   ------------   ----------
                                                                                    (In thousands)
As of March 31, 2010:
<S>                                                              <C>             <C>           <C>            <C>
Private equity investments.....................................              -             -   $      1,469   $    1,469

As of December 31, 2009:
Private equity investments.....................................              -             -   $      1,469   $    1,469

</TABLE>




       Cash and cash  equivalents,  accounts  receivable,  prepaid  expenses and
deposits,  accounts  payable and accrued expenses are reflected in the condensed
consolidated balance sheets at carrying values which approximate fair values due
to the short-term nature of these instruments.

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. Such grants to employees and directors 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.  Until August 2008,  options were  generally  granted with an
exercise  price equal to the fair market value of the  underlying  shares at the
date of grant.  Until  further  notice,  new option grants will have an exercise
price  equal to the net book value of the  shares as of the end of the  previous
quarter.

                                       13
<PAGE>



                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Share Based Compensation Expense

       The accounting guidance for share based payment 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.  A public  entity is  required  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. Companies
are  required 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 quarters ended March 31, 2010 and 2009 includes
compensation  expense for share options  granted prior to, but not yet vested as
of December  31,  2005,  as well as  compensation  expense for  4,500,000  share
options  granted to employees  and  directors on March 27, 2007,  and  3,450,000
share  options  granted to employees  and directors on August 20, 2008. No share
options have been granted  since August 20, 2008.  The  accounting  guidance for
share based payment  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 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 the first  three  months  of 2010 and 2009 was based  upon the fact that all
unvested options related to longstanding  employees and directors.  One employee
who held share  options  left the company  during the first  quarter of 2010 and
that  employee's  650,000  unvested  share options were  forfeited.  Despite the
departure of this employee,  the Group's management  continues to believe that a
zero percent forfeiture rate for future periods is appropriate.

       The accounting  guidance for share based payment  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.  As there were no share  option  exercises  during 2009 or the first
three  months of 2010,  the  Company had no related tax  benefits  during  those
periods.

       The fair value of share  option  grants to  employees  and  directors  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.

Option Valuation and Expense Information

       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  March 31,  2010 and 2009,
compensation  expense  related to share  options  totaled  $2,000  and  $19,000,
respectively,  and  is  included  in  operating  expenses  in  the  accompanying
statement of operations.


                                       14
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


       For additional  information  relating to the Group's share  options,  see
Note 10 to the Company's consolidated financial statements included in Form 10-K
for the year ended December 31, 2009.

Note 6.   Income Taxes

       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, and there has been no
change to the $0  unrecognized  tax benefits  from January 1, 2007 through March
31, 2010. In general, the Company's tax returns remain subject to examination by
taxing  authorities  for the tax years 2006 through 2009,  and for 2010 once the
returns are filed in 2011.

           During  the third  quarter  of 2008,  the  Internal  Revenue  Service
("IRS")  issued a private letter ruling that the Group's U.S.  holding  company,
Berkeley (USA) Holdings Limited  ("BUSA"),  should include London Pacific Life &
Annuity Company in Liquidation  ("LCL") in its federal  consolidated tax returns
for tax years commencing with 2005. BUSA holds the common stock of LCL, but BUSA
does  not have  any  voting  or  management  control  over  LCL.  The  financial
statements of LCL have not been included in the Company's consolidated financial
statements and they will not be included in the future.

         BUSA and LCL have signed a tax allocation and sharing  agreement  dated
March 18, 2009.  Under this agreement,  any benefit to BUSA of utilizing the tax
losses of LCL to  offset  BUSA's  separate  taxable  income  in  BUSA's  federal
consolidated  tax  returns,  should  BUSA not  have any of its own  carryforward
losses, will be paid by BUSA to LCL. Similarly,  any benefit to LCL of utilizing
the tax losses of BUSA to offset LCL's separate taxable income in BUSA's federal
consolidated  tax  returns,  should  LCL not  have  any of its own  carryforward
losses, will be paid by LCL to BUSA. Any tax liabilities,  including alternative
minimum taxes,  created by the inclusion of LCL in the federal  consolidated tax
returns of BUSA will be paid by LCL either  directly to the IRS or reimbursed to
BUSA by LCL if payment is made to the IRS by BUSA.  For  purposes  of  computing
allocable  federal  income tax  liability,  BUSA will  allocate  taxable  income
brackets and exemptions on a pro-rated basis among members of the affiliated tax
group.

         In September  2009, the Group filed amended  federal  consolidated  tax
returns  for  2005  through  2008,  and  the  inclusion  of LCL  in the  federal
consolidated tax returns of BUSA for 2005 through 2008 did not result in any tax
liabilities for the Group, except for a $1,585 payment due to the IRS related to
alternative minimum taxes for 2007. As of the end of 2009, LCL has approximately
$43 million of net operating loss carryforwards and approximately $60 million of
capital loss  carryforwards.  The Group's  management  believes  that these loss
carryforwards  should be sufficient  to offset any taxable  income of LCL in the
foreseeable future.  However, LCL could have liabilities for alternative minimum
taxes ("AMT") in future periods due to the  utilization of net operating  losses
to offset current taxable income. Any AMT liability attributable to LCL computed
on a standalone basis would be the  responsibility of LCL, not of the Group, and
accordingly,  any  such  liability  has  not  been  included  in  the  condensed
consolidated financial statements of the Company.

Note 7.   Commitments and Contingencies

Guarantees

       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

                                       15
<PAGE>

                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


indemnification  agreements is minimal and has no liabilities recorded for these
agreements as of March 31, 2010.

       The Company enters into  indemnification  provisions under its agreements
with other companies in its ordinary course of business, typically with business
partners, service providers,  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 as historically, no payments have been made by the Company
under  these  indemnification  obligations.  Accordingly,  the  Company  has  no
liabilities recorded for these agreements as of March 31, 2010.

Note 8.   Business Segment and Geographical Information

       Prior to the third quarter of 2009,  the Company's  reportable  operating
segments were  classified  according to its  businesses of consulting in venture
capital, and life insurance and annuities.

       As the Company ceased its insurance  business during the third quarter of
2009,  only one  operating  business  remains:  consulting  in venture  capital.
Beginning with the third quarter of 2009,  the Company  changed its reporting of
results to a commercial  company format with only one operating business segment
(consulting in venture capital).  Certain  reclassifications  were made to prior
period  amounts  to  conform  to  the  current  period's   presentation.   These
reclassifications  had no effect on the net income or  shareholders'  equity for
the prior periods.

       Summary revenue,  interest income and investment gain (loss)  information
by geographic  segment,  based on the domicile of the Group  company  generating
those revenues, is as follows:



                                       16
<PAGE>




                  BERKELEY TECHNOLOGY LIMITED AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                            March 31,
                                                                    ------------------------
                                                                       2010         2009
                                                                    ----------   -----------
                                                                         (In thousands)

<S>                                                                 <C>          <C>
Jersey............................................................  $        -   $      (195)
United States.....................................................         123            99
                                                                    ----------   -----------
Consolidated revenues, interest income and investment
   gains (losses).................................................  $      123   $       (96)
                                                                    ----------   -----------
                                                                    ----------   -----------
</TABLE>


          Total consolidated assets by geographic segment were as follows:
<TABLE>
<CAPTION>
                                                                                       March 31,       December 31,
                                                                                         2010              2009
                                                                                     ------------      ------------
                                                                                             (In thousands)

<S>                                                                                  <C>               <C>
Jersey............................................................................   $      4,567      $      4,953
United States.....................................................................          8,021             8,211
                                                                                     ------------      ------------
Consolidated total assets.........................................................   $     12,588      $     13,164
                                                                                     ------------      ------------
                                                                                     ------------      ------------
</TABLE>


Note 9.   Client Concentration

          The Group's consulting  revenues are from a few major clients.  In the
first three months of 2010, the Group's largest  consulting client accounted for
77% of its  consulting  revenues,  and another  client  accounted for 23% of its
consulting revenues while in the first three months of 2009, the Group's largest
consulting  client accounted for 78% and another client accounted for 18% of its
consulting revenues.


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, 2009  audited  consolidated  financial
statements,  and the notes  thereto,  included in our Annual Report on Form 10-K
filed  and Form  10-K/A  with the SEC on March  31,  2010 and  April  30,  2010,
respectively.  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

                                       17
<PAGE>

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) variations in demand for our products and services, (ii) the
success of our new products and services,  (iii) significant changes in net cash
flows in or out of our businesses,  (iv) fluctuations in the performance of debt
and equity markets  worldwide,  (v) the enactment of adverse  state,  federal or
foreign  regulation  or changes in government  policy or  regulation  (including
accounting  standards)  affecting  our  operations,  (vi) the effect of economic
conditions and interest rates in the U.S.,  the U.K. or  internationally,  (vii)
the  ability of our  subsidiaries  to compete  in their  respective  businesses,
(viii) our  ability to attract  and retain key  personnel,  and (ix)  actions by
governmental authorities that regulate our businesses.

RESULTS OF OPERATIONS

Revenues

First quarter of 2010 compared to first quarter of 2009

       Consulting fee income was 20% higher at $116,000 for the first quarter of
2010, compared to the first quarter of 2009.

       Our  typical  client is a Silicon  Valley  technology  company or a large
international   telecommunications  company.  Our  objective  has  been  to  use
consulting  revenues  to finance  the  development  of large  telecommunications
company  relationships  in Europe  and Asia,  which  has led to  several  equity
investments by a client and new opportunities  generated  through others.  Given
the  challenges  we face in the  current  economic  environment,  the  level  of
consulting fees is expected to be volatile depending on the nature and extent of
our work at any point in time.  At our reduced level of  operations,  any single
investment  success could produce  significant  rewards for our Company.  We are
actively  seeking new clients and  business  opportunities  in a cost  efficient
manner.  We entered into a new consulting  agreement with one client on April 1,
2010 following the expiration of the prior consulting agreement with that client
on March 30,  2010.  This new  consulting  agreement  was for  slightly  reduced
services and fees.

       Under a  consulting  arrangement  with a client  we had in  2007,  we are
entitled  to earn  additional  compensation  in the  future  depending  upon the
performance of certain venture capital  investments  made with our assistance by
that  client  during  2007.  Any  such  compensation  would  be  paid to us as a
proportion of any capital gain realized by the client,  after deducting  certain
costs,  upon a defined  realization of the investment by the client. To date, no
such  compensation  has  been  realized,  however  we  expect  that  one or more
realizations is likely to occur.

Operating Expenses

First quarter of 2010 compared to first quarter of 2009

       Total  operating  expenses  fell by $163,000  to  $705,000  for the first
quarter of 2010,  compared to the first  quarter of 2009 due  primarily to lower
staff costs with fewer  employees,  including  the departure of our former Chief
Financial  Officer in 2009.  In  addition,  significant  savings  were  achieved
through reductions in office rent and other insurance costs.


                                       18
<PAGE>

Interest Income

First quarter of 2010 compared to first quarter of 2009

       Interest  income  earned on bank  deposits and money market  mutual funds
remained  consistent  at $7,000 for the first  quarter of 2010,  compared to the
first quarter of 2009.

Realized Investment Gains and Losses

First quarter of 2010 compared to first quarter of 2009

       There were no realized investment gains or losses in the first quarter of
2010. The results for the first quarter of 2009 included an other-than-temporary
impairment  loss  of  $200,000  taken  on  one  of the  Group's  private  equity
investments.

Consolidated Loss Before Income Tax Expense

First quarter of 2010 compared to first quarter of 2009

       Our consolidated loss before income tax expense was $981,000 in the first
quarter  of 2010,  compared  to a  consolidated  loss of  $964,000  in the first
quarter of 2009.  This higher loss of $17,000 was due to the  realization of the
non-recurring  accumulated foreign currency translation  adjustments of $399,000
offset by a decrease in operating  expenses.  The decrease in operating expenses
was attributable primarily to lower staff costs.

Cost Containment and Cash Preservation Measures

       We have  implemented and are realizing  significant cost savings due to a
wide range of expense reduction measures.  Staffing levels were reduced in 2009,
and again in 2010.

       We have  focused  our  resources  and have  decided  to close our  Jersey
insurance  business.  This insurance business was regulated which required audit
fees and  expenses,  actuary fees,  independent  director  fees,  administrative
expenses and other related costs.  The substantial  liquidation of LPL caused us
to realize the non-recurring accumulated foreign currency translation loss which
did not  impact  our cash for the first  quarter  of 2010.  We are also  closing
several   dormant   subsidiaries,   all  which  will  reduce  our  auditing  and
administrative costs.

       We are also reducing  costs by eliminating  our ADR program.  These costs
include additional  auditing fees and expenses,  staffing costs (reduction of an
additional  employee),  other professional and  administrative  fees and related
costs.

       These cost containment  measures are expected to significantly reduce the
use of cash for operating activities.

Income Taxes

       Under a new tax system in Jersey,  Channel Islands, our tax rate is zero,
and realized gains on certain  investments are exempt from Jersey  taxation.  In
the United States,  we are subject to both federal and California taxes at rates
up to 34% and 8.84%, respectively.

First quarter of 2010 compared to first quarter of 2009

       The tax expense for the first  quarters of 2010 and 2009 is  comprised of
our minimum  California  taxes.  Other than these taxes, no other tax expense or
benefits were applicable to our Group for these periods.  Our U.S.  subsidiaries
contributed a loss before income taxes of $0.2 million  during the first quarter
of 2010;  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.


                                       19
<PAGE>

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,  revenue  recognition and  assumptions  used to value share options
granted. These critical accounting policies are described below.

Accounting for Investments

       For 2009 and the first three  months of 2010,  because all of our private
equity  investments are less than 20% in the investee  companies,  and we do not
have any significant  influence on the investee companies,  all such investments
are  accounted  for  in  accordance  with  the  cost  method.  We  evaluate  our
investments for any events or changes in circumstances ("impairment indicators")
that may have  significant  adverse  effects on our  investments.  If impairment
indicators  exist, then the carrying amount of the investment is compared to its
estimated    fair   value.    If   any    impairment   is   determined   to   be
other-than-temporary, then a realized investment loss would be recognized during
the period in which we make such determination.

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 companies doing business in various  segments of
technology  industries.  These  investments  are  normally  held for a number of
years.  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 accounting guidance for fair value measurements defines fair value as
the  price  that  would  be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement date (an exit price).  That accounting guidance has also established
a fair value hierarchy that prioritizes the inputs to valuation  techniques used
to  measure  fair value into three  broad  levels.  Level 3 inputs  apply to the
determination  of fair  value  for our  private  equity  investments.  These are
unobservable  inputs  where 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.  Only  other-than-temporary  impairments  will  be  recognized  and the
carrying value of a private equity investment cannot be increased above its cost
unless the investee company completes an initial public offering or is acquired.


                                       20
<PAGE>
Other-than-temporary Impairments of Investments

       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 private equity securities  that do not have a readily
determinable fair value,  factors considered 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.

       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.

Revenue Recognition

       The timing of revenue  recognition  for  consulting  services  requires a
degree of judgment.  Under revenue accounting  guidance,  revenue is realized or
realizable  and  earned  when  persuasive  evidence  of an  arrangement  exists,
delivery has occurred or services have been rendered,  the seller's price to the
buyer is fixed and determinable and  collectibility  is reasonably  assured.  We
recognize consulting fee revenues in our consolidated statement of operations as
the services are performed, if all the conditions of the guidance are met. We do
not recognize  performance  based revenues under a consulting  arrangement until
the payments are earned,  the client has  acknowledged  the liability in writing
and collectibility is reasonably assured.

Valuation of Share Options Granted

       We calculate the fair value of share option grants to employees 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.  It should  be  noted,  however,  that  share  based
compensation expense in the Company's  consolidated  statement of operations has
no negative impact on total shareholders'  equity because there is an offsetting
entry to additional paid-in capital in the Company's consolidated balance sheet.

Liquidity and Capital Resources

       Our cash and cash equivalents  decreased during the first three months of
2010 by $0.5  million  from  $11.48  million as of  December  31, 2009 to $10.95
million  as of March  31,  2010.  This  decrease  in cash  and cash  equivalents
resulted  from  cash  used in  operating  activities.  Cash  used  in  operating
activities  resulted from the excess of operating  expenses over  consulting fee
income and interest income for the first three months of 2010.

       Shareholders'  equity  decreased during the first three months of 2010 by
$0.5 million from $12.7  million at December 31, 2009 to $12.2  million at March
31,  2010,  due to the net  loss  for  the  period  of  $983,000  offset  by the
realization  of  the  non-recurring  accumulated  other  comprehensive  (foreign
currency  translation  adjustment)  loss of  $399,000.  As of March 31, 2010 and
December 31, 2009,  $62.6 million of our Ordinary  Shares,  at cost, held by the
employee benefit trusts have been netted against shareholders' equity.

                                       21
<PAGE>

       On January 14,  2010,  the JFSC  approved  LPL's COBP and  cancelled  its
insurance  permit.  As of March 31, 2010, LPL was  substantially  liquidated and
thereby realized the non-recurring  accumulated foreign currency translation net
loss.

       As of March 31, 2010, we had no bank borrowings,  guarantee  obligations,
material commitments  outstanding for capital expenditures or additional funding
for private equity portfolio companies.

       As of March 31, 2010, we had $10.9 million of cash and cash  equivalents.
We believe that this cash balance is sufficient to fund our  operations  over at
least the next 12 months.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       Not required.


Item 4.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

           Our  company's  management,  with  the  participation  of  our  Chief
Executive Officer,  who is also our Principal Financial Officer (see "Changes in
Internal Control Over Financial  Reporting" below),  evaluated the effectiveness
of our  "disclosure  controls  and  procedures"  (as  defined in the  Securities
Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered
by this Report (the "Evaluation  Date").  Based upon that evaluation,  the Chief
Executive  Officer/Principal  Financial  Officer,  has concluded  that as of the
Evaluation Date, our disclosure  controls and procedures are effective to ensure
that  information  required to be disclosed by us in the reports that we file or
submit  under  the  Exchange  Act (i) is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the SEC's rules and forms and
(ii) is accumulated  and  communicated  to our  management,  including our Chief
Executive  Officer/Principal  Financial Officer,  as appropriate to allow timely
decisions regarding required disclosure.

       Our management, including our Chief Executive Officer/Principal Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all errors and all fraud. A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints  and the benefits of controls must be  considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

       Subsequent to our former Chief Financial  Officer's departure on June 30,
2009,  the  internal  control  procedures   previously  performed  by  him  were
transferred to our Executive  Chairman and to our Company  Secretary.  On August
12, 2009, Mr. Arthur I. Trueger,  our Executive  Chairman,  was appointed by the
Company's board of directors as the Company's  Principal  Financial Officer.  On
March 30, 2010, Ms. Diane Worthington was appointed Corporate Controller.

       There were no changes in our internal  controls over financial  reporting
that  occurred  during the quarter  ended  March 31,  2010 that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.



                                       22
<PAGE>




                           PART II - OTHER INFORMATION

Item 1A.   RISK FACTORS

       Not required.


Item 5.   OTHER INFORMATION

       Subsequent to Mr. Whitehead's  departure on June 30, 2009,  the Company's
board of directors on August 12, 2009,  appointed  Mr.  Arthur I. Trueger as the
Company's Principal Financial Officer. Background information on Mr. Trueger may
be found in the Company's Form 10-K/A  Statement filed with the SEC on April 30,
2010.  On  March  30,  2010,  Ms.  Diane  Worthington  was  appointed  Corporate
Controller.



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  Principal  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  Principal Financial Officer
                  pursuant to 18 U.S.C.  Section  1350, as  adopted  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.


                                       23
<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:  May 12, 2010                          By:    /s/  Arthur I. Trueger

                                                    Arthur I. Trueger
                                                    Executive Chairman and
                                                    Principal Financial Officer



                                       24