SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
DateFebruary 27, 2009______________________________
BIOTECH HOLDINGS LTD. _
(Exact name of Registrant as specified in its charter)
PO Box 48134, RPO Queensborough, New Westminster, British Columbia, Canada, V3M 0A7
(Address of principal executive offices)
Commission file number0-29108 _
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F Yes Form 40-F No
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
No
Biotech Holdings Ltd.
Filed in this Form 6-K
Documents index
1. Third Quarter Management Discussion and Analysis as at December 31, 2008
SIGNATURES
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.
BIOTECH HOLDINGS LTD.
By: /s/ Lorne Brown
Name: Lorne Brown
Title: Chief Financial Officer and Interim Chief Executive Officer
Date: February 24, 2009
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
This Management Discussion and Analysis (MD&A) has been prepared to provide a meaningful understanding of Biotech Holdings Ltd.`s ("the Company") operations, performance and financial condition for the 6 months ended September 30, 2008. The following should be read in conjunction with the Company`s unaudited interim consolidated financial statements as well and related notes therein that are prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"). Interim financial statements do not include all the disclosure requirements for annual financial statements and, accordingly, should also be read in conjunction with the Company`s audited financial statements dated March 31, 2008.
Forward-looking Information
This MD&A contains certain forward-looking statements and information relating to Biotech Holdings Ltd. that are based upon the beliefs of its management as well as assumptions made by and information currently available to the Company. When used in this document, the words "anticipate", "believe", "estimate" and "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements.
Date
The date of this MD&A is February 24, 2009.
Discussion of Operations and Financial Condition
Operating Results
Revenues from the sale of Sucanon in the 9 months ended December 31, 2008 were $143,905 which resulted in a Gross Profit of $65,539. The revenues in the same 9 month period ended December 31, 2007 were $283,759 and the Gross Profit was $181,611. Management in Mexico attributes the 49.3% reduction in sales to the downturn in the Mexican economy which had the highest inflation rate in three years. Higher food costs and more expensive fuel and public transport weighed on households. Management in Mexico has entered into negotiations with other distributors, retailers and government agencies to establish a larger customer base.
To assist the companies that have distribution agreements for Sucanon in other countries, the Company has continued to provide information to enable them in the registration process with the various governments.
Operating expenses totaled $833,802 (2007: $1,371,681) representing a decrease of $537,879 (39.2%) from the expenses incurred in the 9 months ended December 31, 2007.
Stock-based compensation decreased from $440,275 to $10,232 (a decrease of $430,043) due to the increase in the margin between the option price and the market price at the time of the option grant.
General, administrative and selling expenses decreased from $492,848 to $455,086 (a decrease of $37,762 or 7.6%). The main contributing factor to this decrease was due to reductions in Management Fees and Investor Relations expenses.
Product marketing costs were significantly reduced from $175,938 to $53,742 in the comparative 9 month periods.
Interest expense increased from $125,997 to $176,066 (an increase of $50,069 39.7%) due to increased borrowings from related parties over the year.
The loss from continuing operations for the 9 months ended December 31, 2008 was $753,378 (2007: $1,190,070) a decrease of $436,692 or 36.7%.
In 2003, the Company`s subsidiary, Biotech Laboratories Inc., received court approval in the matter of a proposal regarding its creditors pursuant to the Bankruptcy and Insolvency Act of Canada. In July 2006, the trustee acting in the proposal of Biotech Laboratories Inc. filed a notice with the Supreme Court of British Columbia stating that Biotech Laboratories Inc. was in default in performing its obligations required under its proposal and its creditors could take proceedings to place Biotech Laboratories Inc. in bankruptcy at their own expense.
During the period Biotech Laboratories Inc. was dissolved and as a result its net liabilities were written off. This resulted in a gain of $668,895 on the Company`s consolidated financial statements.
In February 2009, Mr. Art Cowie resigned his position as Director to the Company for personal reasons.
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
Liquidity and Capital Resources
The net loss from continuing operations for the 9 months was $768,263 (2007: $1,190,070). After adding back items not involving cash (including amortization, stock-based compensation and accrued interest due to related parties), and changes in non-cash operating working capital items, operations used a total of $470,168 (2007: $709,658) in cash during the nine-months ended December 31, 2008.
Financing activities provided $450,629 (2007: $693,344) in cash flow due to increases in amounts due to related parties. There was no change in Share Capital in the nine-months ended December 31, 2008.
The Company also received $45,175 from the disposal of equipment that was held for resale from a discontinued operation.
Cash increased $25,636 (2007: decreased $16,314) in the nine-month period. As at December 31, 2008, the working capital deficiency was $3,961,522 (December 31, 2007: $3,639,290).
The consolidated financial statements are stated in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in Canada, on a going-concern basis, which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. They do not include any adjustments to the recoverability and classification of recorded asset amounts and liabilities that might be necessary should the Company be unable to continue as a going concern.
The following factors, among others, raise substantial doubt about the Company`s ability to be able to continue as a going concern:
The Company has incurred recurring operating losses and has an accumulated deficit of $32,734,165 and a Shareholders` Deficiency of $4,106,597 at December 31, 2008.
In September, the Board of Directors initiated a process to evaluate alternatives as a result of the Company`s major shareholder and creditor informing the Board that they will no longer be available to fund the Company`s operations. The Board appointed Greg Rieveley and the two independent Directors, Johan de Rooy and Art Cowie to a Sub-Committee which is assisting with the review of alternatives for the Company`s future. This includes finding alternate sources of financing and the possible sale of the operating business. No decision has been made regarding any specific alternative and there can be no assurance that this process will lead to a refinancing or to any transaction.
The future of the Company and the realization of its asset values will depend upon the Company`s ability to obtain adequate financing and continuing support from shareholders and creditors including refinancing in order to attain profitable operations.
While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for operations.
As of December 31, 2008, the Company had cash and deposits totaling $40,490.
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
Quarterly Comparison
The following table highlights the Company`s quarterly results from operations for the current and last two fiscal years:
| Quarter Ended | June 30, 08 | Sept 30, 08 | Dec 31, 08 | Mar 31, 09 | Total Year |
| | | | | | |
| Revenues | $ 58,215 | $ 37,627 | 48,063 | | $ 143,905 |
| Cost of Sales | 24,947 | 11,813 | 41,606 | | 78,366 |
| Gross Profit | 33,268 | 25,814 | 6,457 | | 65,539 |
| General, Administrative | | | | | |
| and Selling Expenses | 148,433 | 182,786 | 123,867 | | 455,086 |
| Amortization | 2,780 | 2,781 | 2,780 | | 8,341 |
| Product Marketing Costs | 14,017 | 23,924 | 15,801 | | 53,742 |
| Professional Fees | 12,848 | 39,042 | 27,498 | | 79,388 |
| Interest Expense | 55,352 | 60,693 | 60,021 | | 176,066 |
| Office rent, utilities & Maintenance | 12,216 | 13,039 | 7,618 | | 32,873 |
| Stock-based compensation | 2,443 | 4,709 | 3,080 | | 10,232 |
| Foreign Exchange | (4,859) | 9,582 | 13,351 | | 18,074 |
| Total Operating Expenses | 243,230 | 336,556 | 254,016 | | 833,802 |
| Loss from Operations | (209,962) | (310,742) | (247,559) | | (768,263) |
| Profit (Loss) from Discontinued Operations | 0 | 0 | 714,070 | | 714,070 |
| Loss for the period | $(209,962) | $(310,742) | 466,511 | | $(54,193) |
| Outstanding Common Shares | 92,238,112 | 92,238,112 | 92,238,112 | | 92,238,112 |
| Operating Loss per share | (0.00) | (0.01) | 0.00 | | (0.01) |
| | | | | | |
| Quarter Ended | June 30, 07 | Sept 30, 07 | Dec 31, 07 | Mar 31, 08 | Total Year |
| | | | | | |
| Revenues | $ 104,906 | $ 83,845 | $ 95,008 | $ 86,660 | $ 370,419 |
| Cost of Sales | 33,273 | 30,031 | 38,844 | 48,363 | 150,511 |
| Gross Profit | 71,633 | 53,814 | 56,164 | 38,297 | 219,908 |
| General, Administrative | | | | | |
| and Selling Expenses | 161,985 | 177,620 | 153,243 | 226,107 | 718,955 |
| Amortization | 3,193 | 3,193 | 3,193 | 3,193 | 12,772 |
| Product Marketing Costs | 60,596 | 43,885 | 71,457 | 65,027 | 240,965 |
| Professional Fees | 226 | 56,445 | 1,055 | 11,186 | 68,912 |
| Interest Expense | 37,487 | 42,134 | 46,376 | 51,527 | 177,524 |
| Office rent, utilities & Maintenance | 10,105 | 10,576 | 12,391 | 11,762 | 44,834 |
| Stock-based compensation | 189,204 | 215,203 | 35,868 | (88,598) | 351,677 |
| Foreign Exchange | 16,252 | 9,669 | 10,325 | (25,814) | 10,432 |
| Total Operating Expenses | 479,048 | 558,725 | 333,908 | 254,390 | 1,626,071 |
| Loss from Operations | (407,415) | (504,911) | (277,744) | (216,093) | (1,406,163) |
| Profit (Loss) from Discontinued Operations | 0 | 0 | 0 | 0 | 0 |
| Loss for the period | $ (407,415) | $ (504,911) | $ (277,744) | $ (216,093) | $(1,406,163) |
| Outstanding Common Shares | 92,229,512 | 92,238,112 | 92,238,112 | 92,238,112 | 92,238,112 |
| Operating Loss per share | (0.01) | (0.01) | (0.00) | (0.00) | (0.02) |
| | | | | | |
| Quarter Ended | June 30, 06 | Sept 30, 06 | Dec 31, 06 | Mar 31, 07 | Total Year |
| Revenues | $ 48,621 | $ 22,881 | $ 127,194 | $137,899 | $ 336,595 |
| Cost of Sales | 23,897 | 19,586 | 28,653 | 39,612 | 111,748 |
| Gross Profit | 24,724 | 3,295 | 98,541 | 98,287 | 224,847 |
| General, Administrative and Selling Expenses | 126,114 | 160,805 | 146,977 | 198,067 | 631,963 |
| Amortization | 127,981 | 136,899 | 132,439 | 39,127 | 436,446 |
| Product Marketing Costs | 34,710 | 69,391 | 93,457 | 123,868 | 321,426 |
| Professional Fees | 14,767 | 45,626 | 143 | 52,264 | 112,800 |
| Interest Expense | 16,670 | 22,047 | 26,568 | 31,548 | 96,833 |
| Office rent, utilities & Maintenance | 15,084 | 17,117 | 15,003 | 15,293 | 62,497 |
| Stock-based compensation | 40,135 | 56,168 | (30,338) | 217,418 | 283,383 |
| Foreign Exchange | 5,854 | 23,204 | (13,369) | (2,201) | 13,488 |
| Total Operating Expenses | 381,315 | 531,257 | 370,880 | 675,384 | 1,958,836 |
| Loss from Operations | (356,591) | (527,962) | (272,339) | (577,097) | (1,733,989) |
| Profit (Loss) from Discontinued Operations | 0 | 0 | 0 | 199,094 | 199,094 |
| Loss for the period | (356,591) | (527,962) | (272,339) | (378,003) | (1,534,895) |
| Outstanding Common Shares | 92,229,512 | 92,229,512 | 92,229,512 | 92,229,512 | 92,229,512 |
| Operating Loss per share | (0.00) | (0.01) | (0.00) | (0.01) | (0.02) |
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
Discussion on the Quarterly Comparison Chart
Revenues from the sale of Sucanon in the quarter ended December 31, 2008 were $48,063 which were $46,945 (49.4%) lower than the $95,008 Revenues for the same quarter in 2007.
Revenues in the quarter ended December 31, 2008 were the second lowest in the 11 quarters presented in the above table. Product Marketing expenditures have been reduced in the current fiscal year. Management in Mexico attributes the reduction in sales to the downturn in the Mexican economy which had the highest inflation rate in three years. Higher food costs and more expensive fuel and public transport weighed on households. Management in Mexico has entered into negotiations with other distributors, retailers and government agencies to establish a larger customer base.
To assist the companies that have distribution agreements for Sucanon in other countries, the Company has been providing information to enable them in the registration process with the various governments.
Operating expenses for the quarter ended December 31, 2008 totaled $254,016 which was considerably less than the $448,113 average quarterly expenses incurred over the last two fiscal years. The expense categories with significant changes over the quarter ended December 30, 2008 are discussed under the title "Operating Results" on page 1 of this MD&A.
In 2003, the Company`s subsidiary, Biotech Laboratories Inc., was placed in court protection from the Supreme Court of British Columbia regarding its creditors pursuant to the Bankruptcy and Insolvency Act of Canada. In July 2006, the trustee acting in the proposal of Biotech Laboratories Inc. filed a notice with the Supreme Court of British Columbia stating that Biotech Laboratories Inc. was in default in performing its obligations required under its proposal and its creditors could take proceedings to place Biotech Laboratories Inc. in bankruptcy at their own expense. During the period, the Company was advised that the trustee was discharged as Trustee and Biotech Laboratories Inc. was bankrupt. As a result, the net liabilities of Biotech Laboratories Inc. were written off. This resulted in a $668,895 gain from settlement of debt. As a result of this unusual write off together with a $45,175 gain from the sale of used equipment, the Company had a $481,396 profit in the quarter.
Related party transactions
Amounts paid to related parties were based on exchange amounts which represented the amounts agreed upon by the related parties. Amounts paid or payable to related parties include:
| | 9 Months Ended | Quarter Ended |
| | Dec. 31, 2008 | Dec. 31, 2008 |
| | | |
| Management fees paid and accrued to an officer | $ 83,571 | $ 11,571 |
| Salaries & Benefits | $ 132,490 | $ 42,600 |
| Interest accrued on Notes Payable to related parties | $ 176,590 | $ 62,862 |
| Services provided by Companies controlled by Insiders | $ 56,284 | $ 11,320 |
| Directors fees paid to Independent Directors | $ 600 | $ 600 |
Ongoing related party associations:
The Company has ongoing relationships with the following related parties. The following related parties are controlled by a company director ("the Trust") these entities perform the following services to the Company and are party to the following agreements with the Company:
Secured Debt controlled by the Trust
The following notes bear interest at the rate of 8% per annum compounded annually and due on demand. They are collateralized by a General Security Agreement providing a charge over the assets of the Company:
| December 31, 2008 |
R Rieveley & Associates | $ 2,609,516 |
Wenroth Limited ("Wenroth") | 17,681 |
InReg Corporation ("InReg") | 126,114 |
Allburg Holdings ("Allburg") | 153,182 |
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
The General Security Agreements mentioned above have been registered with the Personal Property Security Registry in Victoria, B.C. Once the respective loans are paid in full the registration becomes null and void.
#20 Seabright Holdings Ltd. indirectly finances the Company as it owns the shares of Allburg, InReg, and Wenroth making it the Company`s largest creditor. Additionally, #20 Seabright Holdings Ltd. is a secured creditor of the Company through its ownership of Allburg, InReg and Wenroth. The terms and amounts due to Allburg, InReg and Wenroth are described above.
Secured Debt Transactions with Company Chairman
In November, 2008, the Company entered into a short-term demand loan with a company controlled by the Company`s Chairman ("the Lender"). The Lender agreed to provide, at their sole discretion, up to $150,000. The Company agreed to repay the demand loan from the proceeds received from the sale of certain used plant equipment it owns from discontinued operations or from funds it receives from the issuance of debt or equity. The loan is collateralized by a General Security Agreement providing a charge over the assets of the Company; is in priority to all other secured debt and bears interest at 8% per annum payable monthly. As of December 31, 2008, the Company drew $58,000 of these funds and $506 interest had accrued.
The General Security Agreement mentioned above has been registered with the Personal Property Security Registry in Victoria, B.C. Once the respective loans are paid in full the registration becomes null and void.
The Company also accrued $15,000 in Management Fees for the 3 months ended December 31, 2008.
Transactions with Secured Creditors
In addition to interest charged on the above-mentioned notes, the Company had the following transactions with the secured creditors:
Management Fees paid to R Rieveley and Associates in the 6 months ended September 30, 2008 amounted to $72,000. During the 9 months ended December 31, 2008, R Rieveley & Associates advanced $311,568 to the Company. The Company accrued $139,568 interest and paid $48,000 of the accrued Management Fees.
The Company owns 75% of Smith Rothe Pharmaceutical Inc. ("Smith Rothe"). Smith Rothe has been granted an exclusive license to sub-contract the manufacture and marketing of the Company`s Type II diabetes drug Sucanon make claims and to use all patent rights in countries outside Oriental Asia. The 25% non-controlling interest of Smith Rothe is held by Allburg and the 25% amount earned by the non-controlling interest will be reflected as single line items on both the Consolidated Balance Sheet and Consolidated Statements of Operations once marketing profits are realized.
Other companies controlled by the Trust
Notes payable to RCAR Investment Ltd., are unsecured, bear interest at the rate of 8% per annum compounded annually and due on demand. As of December 31, 2008 the Company owed RCAR $341,607.
Sucanon is manufactured on behalf of the Company by a private company controlled by The Trust. The manufacturing process is performed by employees of the Company. The private company transfers Sucanon to the Company at cost and receives no profit for this manufacturing operation. The Company uses this private company to maintain confidentiality regarding the manufacturing process for Sucanon. As of December 31, 2008, the Company owed the private company $6,017.
First Choice Communications provides the Company with office space and computer services. Expenses paid to this company for services in the 9 months ended December 31, 2008 were $29,447.
Penne Investments Services Inc. ("Penne") provides financing to the Company via loans. As of December 31, 2008 the Company had no amounts owing to Penne.
Outstanding Share Data
The Company is authorized to issue an unlimited number of Series Convertible Preferred shares and common shares without par value. The preferred shares are voting and are convertible into common shares on a 1:1 basis. They have a cumulative cash dividend of 8% of the original amount contributed plus accrued interest. On December 31, 2008 there were 92,238,112 common and 13,806,907 preferred shares issued and outstanding.
Stock Options
Stock Options Exercised in the Period
No stock options were exercised during the quarter ended December 31, 2008.
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
Stock Options Granted in the Period
In April, 2008, the Company announced that it had granted a total of 1,838,600 options allocated among officers, directors, employees and consultants. The granted options are divided among officers and directors (1,340,000), employees (360,000) and consultants (138,600). All of the options have an exercise price of $.10 per share, vest October 31, 2008 and expire March 31, 2010.
In July, 2008, the Company announced that it had granted a total of 1,225,000 replacement options for 1,432,400 options which had expired or been cancelled. The granted options are divided among officers and directors (990,000), employees (40,000) and consultants (195,000). All of the options have an exercise price of $.10 per share, vest December 11, 2008 and expire July 10, 2010
The stock options described above comply with the Stock Option Plan approved by the shareholders on September 30, 2005.
Stock Options Expired or Cancelled in the Period
The following stock options expired in the 9 months ended December 31, 2008:
| Exercise Price | Expiry Date | Total | Directors & | Employees | Consultants |
| | | Number | Officers | | |
| | | | | | |
| $0.16 | Jun 22, 2008 | 896,000 | 560,000 | 0 | 336,000 |
| $0.10 | Jun 22, 2008 | 536,400 | 430,000 | 40,000 | 66,400 |
| US$0.10 | Nov 23, 2008 | 275,000 | 0 | 275,000 | 0 |
The following stock options were cancelled in the 9 months ended December 31, 2008:
| Exercise Price | Expiry Date | Total | Directors & | Employees | Consultants |
| | | Number | Officers | | |
| | | | | | |
| $0.11 | Apr 12, 2009 | 2,660,000 | 2,660,000 | 0 | 0 |
| $0.10 | Mar 31, 2010 | 500,000 | 500,000 | 0 | 0 |
| $0.10 | Jul 10, 2010 | 340,000 | 340,000 | 0 | 0 |
Stock options outstanding as at December 31, 2008:
| Exercise Price | Expiry Date | Total | Directors & | Employees | Consultants |
| | | Number | Officers | | |
| | | | | | |
| $0.11 | Apr 12, 2009 | 2,174,000 | 1,450,000 | 410,000 | 314,000 |
| $0.10 | Mar 31, 2010 | 1,338,600 | 840,000 | 360,000 | 138,600 |
| $0.10 | Jul 10, 2010 | 1,160,000 | 650,000 | 315,000 | 195,000 |
| | | | | | |
| Total | Outstanding | 4,672,600 | 2,940,000 | 1,085,000 | 647,600 |
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
A breakdown of outstanding options as at December 31, 2008 to Directors and Officers was as follows:
Grant Date | 12-Apr-07 | 1-Apr-08 | 11-Jul-08 | | Total |
Exercise Date | 12-Oct-07 | 31-Oct-08 | 11-Dec-08 | | |
Expiry Date | 12-Oct-09 | 31-Mar-10 | 10-Jul-08 | | |
Option Price | $0.11 | $0.10 | $0.10 | | |
| | | | | |
Cheryl Rieveley, Director | 340,000 | 120,000 | 160,000 | | 620,000 |
Gale Belding, Director | 430,000 | 120,000 | 70,000 | | 620,000 |
Johan de Rooy, Director | 360,000 | 120,000 | 140,000 | | 620,000 |
Art Cowie, Director | 150,000 | 420,000 | 50,000 | | 620,000 |
| | | | | |
Lorne Brown, CFO and Interim CEO | 170,000 | 60,000 | 230,000 | | 460,000 |
| | | | | |
Total | 1,450,000 | 840,000 | 650,000 | | 2,940,000 |
Private Placement and Warrants Granted and exercised in the period
No private placements or warrants were either granted or exercised during the 9 months ended December 31, 2008.
Outstanding Warrants to Purchase Common Shares as of December 31, 2008
No Warrants to purchase Common Shares were outstanding as at December 31, 2008.
Recent Developments
In April, 2008, the Company announced that it had granted a total of 1,838,600 options allocated among officers, directors, employees and consultants. The granted options are divided among officers and directors (1,340,000), employees (360,000) and consultants (138,600). All of the options have an exercise price of $.10 per share, vest October 31, 2008 and expire March 31, 2010.
In July, 2008, the Company announced that it had granted a total of 1,225,000 replacement options for 1,432,400 options which had expired or been cancelled. The granted options are divided among officers and directors (990,000), employees (40,000) and consultants (195,000). All of the options have an exercise price of $.10 per share, vest December 11, 2008 and expire July 10, 2010
In September, 2008, the Company announced that Mr. Rieveley, the Company`s founder and President and CEO, passed unexpectedly. Biotech`s Board of Directors appointed Lorne Brown, CFO Biotech Holdings Ltd., as interim CEO. As part of its ongoing governance practices, Biotech`s Board of Directors formed a Special Committee of independent Directors to identify and help the Board select a permanent President and CEO. Biotech`s Board of Directors recommended the nomination of Gregory Robert Rieveley to the board at the annual general meeting on September 26, 2008. Mr. Rieveley, a Chartered Accountant, is currently Vice-President Internal Audit and Business Development at Harry Winston Diamond Corporation.
In September, the Company announced that the Board of Directors initiated a process to evaluate alternatives as a result of the Company`s major shareholder and creditor informing the Board that they will no longer be available to fund the Company`s operations. The Board appointed Greg Rieveley and the two independent Directors, Johan de Rooy and Art Cowie to a Sub-Committee which is assisting with the review of alternatives for the Company`s future. This includes finding alternate sources of financing and the possible sale of the operating business. No decision has been made regarding any specific alternative and there can be no assurance that this process will lead to a refinancing or to any transaction.
In February 2009, Mr. Art Cowie resigned his position as Director to the Company for personal reasons.
BIOTECH HOLDINGS LTD.
THIRD QUARTER REPORT
December 31, 2008
Management`s Discussion and Analysis
Other MD&A Requirements
Directors as at December 31, 2008:
Gale V. Belding
Art Cowie(1)
Johan de Rooy, FCA(1)
Cheryl Rieveley
Gregory Rieveley, Chairman
(1)Independent Director and member of the Audit Committee
In February 2009, Mr. Art Cowie resigned his position as Director to the Company for personal reasons.
Officers as at December 31, 2008:
Lorne D. Brown, Interim Chief Executive Officer and Chief Financial Officer
Additional Information
Additional information relating to the Company may be obtained from the System for Electronic Document Analysis and Retrieval ("SEDAR"), which may be accessed at www.sedar.com.