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~~

THE SECURITIES EXCHANGE ACT OF 1934

Date
February 27, 2009______________________________

BIOTECH HOLDINGS LTD
. _

(Exact name of Registrant as specified in its charter)

~~#160~~PO -Box ~~3751~~48134, ~~Shell~~RPO ~~Road~~Queensborough, ~~Richmond~~New Westminster, British Columbia, Canada, ~~V6X~~V3M ~~2W2 _~~0A7

(Address of principal executive offices)

Commission file number 0-29108 _

(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.)

Biotech Holdings Ltd.

Filed in this Form 6-K

Documents index

1. ~~CEO~~Third ~~and~~Quarter ~~CFO~~Management ~~certifications~~Discussion ~~the~~and ~~first~~Analysis ~~quarter~~as ~~ended~~at ~~June~~December 3031, 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/ ~~Robert~~Lorne ~~Rieveley~~Brown

Name: ~~Robert~~Lorne ~~Rieveley~~Brown

Title: Chief Financial Officer and Interim Chief Executive Officer

Date: ~~August~~February 2624, ~~2008~~2009

~~Form~~BIOTECH ~~52-109F2~~HOLDINGS ~~Certification of Interim Filings~~LTD.

I,THIRD ~~Robert~~QUARTER ~~B. Rieveley, President and Chief Executive Officer of Biotech Holdings Ltd., certify that:~~REPORT

~~1. I~~December ~~have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers` Annual and Interim Filings) of Biotech Holdings Ltd.~~31, ~~(the issuer) for the interim period ending June 30,~~ 2008;

~~2. Based~~Management`s onDiscussion myand knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; Analysis

3This Management Discussion and Analysis (MD&A) has been prepared to provide a meaningful understanding of Biotech Holdings Ltd. ~~Based~~`s on("the myCompany") ~~knowledge~~operations, ~~the~~performance ~~interim~~and financial ~~statements~~condition ~~together~~for ~~with~~ the ~~other~~6 ~~financial~~months ~~information~~ended ~~included~~September 30, 2008. The following should be read in conjunction with the Company`s unaudited interim ~~filings~~consolidated ~~fairly~~financial ~~present~~statements as well and related notes therein that are prepared in ~~all~~accordance ~~material~~with ~~respects~~generally ~~the~~accepted ~~financial~~accounting ~~condition,~~principles ~~results~~in ofCanada ~~operations~~("Canadian ~~and~~GAAP"). ~~cash~~Interim ~~flows~~financial ofstatements ~~the~~do ~~issuer,~~not asinclude ofall the ~~date~~disclosure ~~and~~requirements for ~~the~~annual ~~periods~~financial ~~presented~~statements and, accordingly, should also be read in conjunction with the ~~interim~~Company`s ~~filings;~~audited financial statements dated March 31, 2008.
~~4. The~~Forward-looking ~~issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:~~Information
~~(a) designed~~This ~~such~~MD&A ~~disclosure~~contains ~~controls~~certain ~~and~~forward-looking ~~procedures,~~statements orand ~~caused~~information ~~them~~relating to beBiotech ~~designed~~Holdings ~~under~~Ltd. ~~our~~that ~~supervision,~~are tobased ~~provide~~upon ~~reasonable~~the ~~assurance~~beliefs ~~that~~of ~~material~~its management as well as assumptions made by and information ~~relating~~currently available to the ~~issuer~~Company. When used in this document, ~~including~~the ~~its~~words ~~consolidated~~"anticipate", ~~subsidiaries~~"believe", is"estimate" ~~made~~and ~~known~~"expect" toand ussimilar byexpressions, ~~others~~as ~~within~~they ~~those~~relate ~~entities~~to the Company or its management, ~~particularly~~are ~~during~~intended to identify forward-looking statements. Such statements reflect the ~~period~~current inviews ~~which~~of the ~~interim~~Company ~~filings~~with respect to future events and are ~~being~~subject ~~prepared;~~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.

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer`s GAAP; andDate

~~5. I~~The ~~have~~date ~~caused~~of ~~the~~this ~~issuer to disclose in the interim~~ MD&A ~~any change in the issuer`s internal control over financial reporting that occurred during the issuer`s most recent interim period that has materially affected, or~~ is ~~reasonably~~February ~~likely to materially affect~~24, ~~the issuer`s internal control over financial reporting~~2009.

~~Date:~~Discussion ~~August~~of ~~25,~~Operations ~~2008~~and Financial Condition

~~_/s/~~Operating ~~Robert B. Rieveley~~Results

~~Robert~~Revenues Bfrom 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 ~~Rieveley~~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.

~~President~~To ~~and~~assist ~~Chief~~the ~~Executive~~companies ~~Officer~~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.

~~Biotech~~Operating ~~Holdings~~expenses ~~Ltd~~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.

~~Form 52~~Stock-~~109F2~~based ~~Certification~~compensation decreased from $440,275 to $10,232 (a decrease of ~~Interim~~$430,043) ~~Filings~~due to the increase in the margin between the option price and the market price at the time of the option grant.

IGeneral, ~~Lorne~~administrative Dand ~~Brown~~selling expenses decreased from $492,848 ~~Chief~~to ~~Financial~~$455,086 ~~Officer~~(a decrease of ~~Biotech~~$37,762 ~~Holdings~~or ~~Ltd~~7.,6%). The ~~certify~~main ~~that:~~contributing factor to this decrease was due to reductions in Management Fees and Investor Relations expenses.

~~1. I~~Product ~~have~~marketing ~~reviewed~~costs ~~the~~were ~~interim~~significantly ~~filings~~reduced ~~(as~~from ~~this~~$175,938 ~~term~~to is$53,742 ~~defined~~ in ~~Multilateral Instrument 52-109 Certification of Disclosure in Issuers` Annual and Interim Filings) of Biotech Holdings Ltd., (~~the ~~issuer)~~comparative ~~for~~9 ~~the~~month ~~interim period ending June 30, 2008;~~periods.

~~2. Based~~Interest onexpense myincreased ~~knowledge~~from $125,997 ~~the interim filings do not contain any untrue statement of a material fact or omit~~ to ~~state~~$176,066 a(an ~~material~~increase ~~fact required to be stated or that is necessary to make a statement not misleading in light~~ of ~~the circumstances under which it was made~~$50,069 ~~with~~39.7%) ~~respect~~due to ~~the~~increased ~~period~~borrowings ~~covered~~from byrelated ~~the~~parties ~~interim~~over ~~filings;~~the year.

~~3. Based~~The onloss myfrom ~~knowledge,~~continuing ~~the~~operations ~~interim~~for ~~financial statements together with~~ the ~~other~~9 ~~financial~~months ~~information~~ended ~~included~~December in31, ~~the~~2008 ~~interim~~was ~~filings~~$753,378 ~~fairly~~(2007: ~~present in all material respects the financial condition~~$1,190,070) ~~results~~a ofdecrease ~~operations and cash flows~~ of ~~the issuer~~$436,692 asor ~~of the date and for the periods presented in the interim filings;~~36.7%.

~~4. The~~In ~~issuer'~~2003, the Company`s ~~other~~subsidiary, ~~certifying~~Biotech ~~officers~~Laboratories ~~and~~Inc., Ireceived ~~are~~court ~~responsible~~approval ~~for~~in ~~establishing~~the ~~and~~matter ~~maintaining~~of ~~disclosure~~a ~~controls~~proposal ~~and~~regarding ~~procedures~~its creditors pursuant to the Bankruptcy and ~~internal~~Insolvency ~~control~~Act ~~over~~of ~~financial~~Canada. In ~~reporting~~July ~~for~~2006, the ~~issuer,~~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 weits ~~have:~~creditors could take proceedings to place Biotech Laboratories Inc. in bankruptcy at their own expense.

~~(a) designed~~During ~~such~~the ~~disclosure~~period ~~controls~~Biotech ~~and~~Laboratories ~~procedures,~~Inc. orwas ~~caused~~dissolved ~~them~~and toas bea ~~designed~~result ~~under our supervision, to provide reasonable assurance that material information relating to the issuer, including~~ its ~~consolidated~~net ~~subsidiaries,~~liabilities iswere ~~made~~written ~~known~~off. This toresulted usin bya ~~others~~gain ~~within~~of ~~those entities~~$668,895 ~~particularly~~on ~~during~~ the ~~period~~Company`s inconsolidated ~~which~~financial ~~the interim filings are being prepared; and~~statements.

~~(b) designed~~In ~~such~~February ~~internal control over financial reporting~~2009, orMr. ~~caused~~Art itCowie toresigned behis ~~designed~~position ~~under~~as ~~our~~Director ~~supervision,~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~Company ~~of financial reporting and the preparation of financial statements~~ for ~~external~~personal ~~purposes in accordance with the issuer`s GAAP; and~~reasons.

~~5. I~~BIOTECH ~~have~~HOLDINGS caused the issuer to disclose in the interim MD&A any change in the issuer`s internal control over financial reporting that occurred during the issuer`s most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer`s internal control over financial reportingLTD.

~~Date:~~THIRD ~~August~~QUARTER ~~25, 2008~~REPORT

~~_/s/~~December ~~Lorne~~31, ~~D Brown~~2008

~~Lorne~~Management`s DDiscussion ~~Brown~~and Analysis

~~Chief~~Liquidity ~~Financial~~and ~~Officer~~Capital Resources

~~Biotech~~The ~~Holdings~~net ~~Ltd~~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 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.

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