8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

Amendment No. 4

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 17, 2011

Commission File No. 0-11178

UTAH MEDICAL PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

UTAH		87-0342734
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
	7043 South 300 West
	Midvale, Utah  84047
	Address of principal executive offices
Registrant's telephone number:	(801) 566-1200

EXPLANATORY NOTE

On March 23, 2011, Utah Medical Products, Inc., a Utah corporation (“UTMD” or the “Company”), filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Initial Report”) for the purpose of announcing the acquisition of Femcare Group Limited (“Femcare”) of the United Kingdom. On June 3, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No.1”) for the purpose of filing historical financial statements of Femcare and pro forma financial information required by Item 9.01 of regulations for Form 8-K.  On June 24, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 2”) to provide additional information with respect to the Femcare financial statements for the year ended March 31, 2010 previously provided in response to Item 9.01 of Amendment No. 1.  On August 2, 2011, UTMD filed an Amendment to the Initial Report (“Amendment No. 3”) to provide an audited reconciliation of the additional information provided in Amendment No. 2. The purpose of this Amendment No. 4 to the Initial Report is to provide an audit report that specifically refers to the 2009 audited financial statements, and to provide additional information with respect to the audited financial statements, the interim financial statements, and the pro forma financial statements previously provided in response to Item 9.01 of Amendment No. 3.  The information set forth in response to Item 9.01 of this Amendment No. 4 amends and supersedes in its entirety the information set forth in response to Item 9.01 of Amendment No. 3.

Item 9.01 – Financial Statements and Exhibits

(a)      Financial statements of businesses acquired

The following financial statements are included in this Current Report on Form 8-K/A:

i      The audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto and report of independent auditors are included as Exhibits 99.4 and 99.5.

ii      Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto is included as Exhibits 99.6 and 99.7.

ii      The unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto are included as Exhibit 99.8

(b)      Pro forma financial information

The following unaudited pro forma combined condensed consolidated financial statements are included in Exhibit 99.9 to this Current Report on Form 8-K/A:

i.      Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010

           ii.     Unaudited pro forma combined condensed consolidated statement of operations for the year ending December 31, 2010

           iii.     Notes to the unaudited pro forma combined condensed financial statements

       (d)    Exhibits

Exhibit #	SEC Reference #	Title of Document
1	10	Agreement Relating to the sale and purchase of the whole of the issued share capital of Femcare Group Limited dated 18 March 2011 (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
2	10	Credit Agreement dated as of March 17, 2011 among Utah Medical Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
3	10	Facility Agreement dated 18 March 2011 for Femcare Group Limited as Borrower with JPMorgan Chase Bank, N.A., London Branch as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
4	99	Audited consolidated financial statements of Femcare Group Limited (Femcare) as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
5	99	Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of March 31, 2009 and for the year then ended.
6	99	Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
7	99	Independent Auditors’ Report on the accompanying additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto
8	99	Unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto
9	99	Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2010

SIGNATURES

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

UTAH MEDICAL PRODUCTS, INC.

REGISTRANT

Date:    09/19//2011	By:	s/ Kevin L. Cornwell
	Kevin L. Cornwell
	CEO

EX-99.4

Exhibit 99.4

 Femcare Audited Financial Statements

(a) Financial statements of businesses acquired

FEMCARE GROUP LIMITED

Report and Financial Statements

Year ended 31 March 2010

FEMCARE GROUP LIMITED

REPORT AND FINANCIAL STATEMENTS 2010

CONTENTS

	Page
Officers and professional advisers	1
Directors’ report	2
Independent auditors’ report	6
Consolidated profit and loss account	7
Consolidated balance sheet	8
Company balance sheet	9
Consolidated cash flow statement	10
Notes to the accounts	11

FEMCARE GROUP LIMITED

REPORT AND FINANCIAL STATEMENTS 2010

OFFICERS AND PROFESSIONAL ADVISERS

directors

T Watson

A P McQuilkin

R Smith

J A Willis

secretary

J A Willis

registered office

Stuart Court

Spursholt Place

Salisbury Road

Romsey

Hampshire

SO51 6DJ

bankers

Lloyds TSB Bank Plc

Gracechurch House

Castle Way

Southampton

SO14 2BW

solicitors

Pinsent Masons

3 Colmore Circus

Birmingham

B4 6BH

auditors

Deloitte LLP

Southampton, United Kingdom

1

FEMCARE GROUP LIMITED

DIRECTORS' REPORT

The directors present their annual report and the audited financial statements for the year ended 31 March 2010.

BUSINESS REVIEW AND PRINCIPAL ACTIVITIES

The principal activity of the company during the year was that of a holding company.  The directors are not aware, at the date of this report, of any likely changes in the company’s activities in the forthcoming year.

The principal activity of its subsidiary undertakings continued to be the promotion and global supply of medical implants, instrumentation, equipment and consumables, primarily in the fields of gynaecology, urology and general surgery.  There have not been any significant changes in the subsidiary undertaking’s principal activities during the year under review.

As shown in the group’s consolidated profit and loss account on page 7, the group’s sales have decreased by 19.6% (£1.95m) over the prior year (2009: increase of 11.9% (£1.05m)).

The overall sales decrease in the year was predominantly due to a major market distributor materially reducing their orders to address an overstocking problem they had encountered, leading to a one-off reduction in sales in the year of £1.5m compared to the prior year.  End user sales in this market had not reduced during this period, this was just a one off ordering timing issue.  The distributors stocks returned to normal levels in June 2010, after the year end, and consequently orders returned to normal levels, with sales and firm orders expected to increase by £1.2m in the year ended 31 March 2011 over the current year.  The group has reacted positively to address the impact of this event.

The group’s key measurement of effectiveness of its operations is operating margin before exceptional costs and amortisation of goodwill.  The group achieved an operating margin before exceptional costs and amortisation of goodwill of 16.9% (£1.4m), a decrease on the prior year (2009: 27.22% (£2.7m)).  This decrease was predominantly due to the sales decrease over the prior year flowing into operating profit the impact of which being reduced as product gross margins improved by 1.2% on prior year and administration expenses were decreased by 3.7% on prior year.  The company has taken positive steps after the year end to reduce costs and expenses in the following year and with sales recovering, expects operating margins in the year ended 31 March 2011 to improve significantly.

In July 2010, Femcare-Nikomed Limited, a group subsidiary, reached a settlement with a third party, for a contractual dispute over the interpretation of certain specific terms within the contract between the two parties.  The settlement was agreed at $1,574,000 paid by an offset to monies owed and a net cash payment of $316,000.  This has been accounted for as an exceptional item in the 2010 financial statements of £1,027,948, on the basis that, in accordance with FRS 12, this was the period in which the obligation arose.

The Group completed a re-financing of its borrowing facilities on 29 January 2010 as described in note 16.

The group’s cash levels have increased by £931,325 from £1,109,438 at the end of 2009 to £2,040,763 at the end of the current financial year.

PRINCIPAL RISKS AND UNCERTAINTIES

The group operates in a competitive market which is a continuing risk to the group and could result in losing sales to its key competitors, however the group manages this risk by continually assessing and strengthening its product portfolio, in particular its own brand products and by investment in a strong customer service and support infrastructure, complemented by its outstanding product track record and history.  Furthermore the group aims to only distribute product under distribution contracts that meet its satisfaction.

RESULTS AND DIVIDENDS

The loss for the year after taxation amounted to £3,922,245 (2009: £1,626,797 loss).  The directors do not recommend the payment of a dividend (2009: £nil) and propose that the loss for the year is transferred to reserves.

FUTURE PROSPECTS

The directors consider the results to be satisfactory and are confident of the company’s future prospects.

RESEARCH AND DEVELOPMENT

Product quality and customer satisfaction are given high priority.  Research and development is an ongoing process.  All costs of research and development are written off to the profit and loss account as incurred.  When a new product has passed development stage and goes into commercial production, the costs of production tooling and tooling validation, to the extent that in the directors opinion profits from the product will cover such costs, they are capitalised and depreciated over 10 years or the expected life of the product if shorter from the commencement of commercial sales.

2

FEMCARE GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

DIRECTORS

The directors who served during the year and to the date of signing the financial statements were:

T Watson

A P McQuilkin

R Smith

J A Willis

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group’s activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.  The use of financial derivatives is approved by the board of directors to manage these risks.  The group does not use derivative financial instruments for speculative purposes.

Cash flow risk

The group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.

The group is also exposed to the financial risks of changes in interest rates. The group uses interest rate swap or cap contracts to hedge these exposures, see note 25.

A proportion of interest bearing liabilities are held at fixed or capped rates to ensure certainty of cash flows.

Credit risk

The group’s principal financial assets are bank balances and cash, trade and other receivables and investments.

The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.  An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.  The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.

Price risk

The company is exposed to commodity price risk.  The company does not manage its exposure to commodity price risk due to cost benefit considerations.

SUPPLIER PAYMENT POLICY

The company’s policy, which is also applied by the group, is to settle terms of payment with suppliers when agreeing the terms of each transaction or contract, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment.  Trade creditors of the group at 31 March 2010 were equivalent to 43 (2009: 40) days’ purchases, based on the average daily amount invoiced by suppliers during the year.

POLITICAL AND CHARITABLE DONATIONS

During the year, the group made charitable donations of £nil (2009: £nil) and political donations of £nil (2009:£nil).

3

FEMCARE GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

ACQUISITION OF COMPANY’S OWN SHARES

The company purchased its own ordinary shares as detailed below.

The reason for the purchase was for the company to act as an intermediary, to facilitate the transfer of shares between outgoing shareholders and incoming shareholders, under the terms of its constitution.

Date of shareholders’ resolution	Purchase/(sale)	Number of ordinary  shares			Nominal value of ordinary shares			Percentage of called-up ordinary share capital			Consideration £
19/5/06	Purchase		130,000			1,300			13	%		113,365
19/7/06	Purchase		65,000			650			6.5	%		53,385
15/9/06	Sale		(100,000	)		(1,000	)		(10	%)		(60,000	)
17/1/07	Purchase		65,000			650			6.5	%		52,260
Total at 31/3/07	Net Purchases		160,000			1,600			16	%		159,010
24/8/07	Sale		(88,500	)		(885	)		(8.85	%)		(51,800	)
31/8/08	Closing adjustment		-			-			-			(2,210	)
Total at 31/3/08	Net Purchases		71,500			715			7.15	%		105,000
13/8/08	Purchase		45,000			450			4.5	%		27,000
Total at 31/3/09 & Current Total	Net Purchases		116,500			1,165			11.65	%		132,000

It is the company’s intention during the forthcoming year, to sell these shares directly to incoming shareholders or issue them through an employee share option scheme.

DISABLED EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the group continues and that appropriate training is arranged.  It is the policy of the group and company that the training, career developments and promotion of disabled person should as far as possible, be identical to that of other employees.

EMPLOYEE CONSULTATION

The group places considerable value of the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group and company.  This is achieved through formal and informal meetings.

GOING CONCERN

The group’s business activities, together with the factors likely to affect its future development, performance and position are described in this Directors Report.  The Directors Report also sets out the financial position of the group, its cash flows, liquidity position and its borrowing facilities are described in note 16.  In addition, the Directors Report also includes the groups objective, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.

The group has satisfactory financial resources and is making an operating profit before amortisation, together with having a wide mix of customers and suppliers across different geographic areas.  Where the group is reliant on a particular supplier for a particular product, the group has contingency plans in place for alternative supply.  As a consequence, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The directors have a reasonable expectation that the company and the group have adequate resources (taking account of among other things its net assets position, forecast future cashflows, cash balances and banking facilities headroom) to continue in operational existence for the foreseeable future.  Thus, they continue to adopt the going concern basis in preparing the annual report and accounts.   

4

FEMCARE GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

DIRECTORS’ RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).  Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether applicable UK Accounting Standards have been followed; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PROVISION OF INFORMATION TO AUDITORS

Each of the persons who is a director at the date of approval of this report confirms that:

· so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

· the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

A resolution to reappoint Deloitte LLP will be proposed at the forthcoming Annual General Meeting.

Approved by the Board of Directors and signed on behalf of the Board

/s/ R. SMITH

R SMITH

Director

15 December  2010

5

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FEMCARE GROUP LIMITED

Wehave audited the financial statements of Femcare Group Limited for the year ended 31 March 2010 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement and the related notes 1 to 28. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practicing Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

Opinion on financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 March 2010 and of the loss of the group for the year then ended;

· have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

· have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

· the parent company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors’ remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

/s/ Tobias Wright

Tobias Wright (Senior Statutory Auditor)

for and on behalf of Deloitte LLP

Chartered Accountants and Statutory Auditors

Southampton, United Kingdom

15 December 2010

6

FEMCARE GROUP LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

Year ended 31 March 2010

	Note		Year ending 31 March 2010 £			Year ending 31 March  2009 £
TURNOVER		2		7,996,212			9,949,294
Cost of sales				(2,223,608	)		(2,888,982	)
Gross profit				5,772,604			7,060,312
Other income				147,880			196,406
Administrative expenses (including net exceptional costs of £1,150,239) (2009: £134,114)				(7,660,157	)		(6,623,378
OPERATING (LOSS)/PROFIT		3		(1,739,673	)		633,340
Interest receivable and similar income		5		5,716			36,812
Interest payable and similar charges		6		(2,125,034	)		(2,189,724	)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION				(3,858,991	)		(1,519,572	)
TAX CHARGE ON LOSS ON ORDINARY ACTIVITIES		7		(63,254	)		(107,225	)
RETAINED LOSS FOR THE FINANCIAL YEAR		20, 21		(3,922,245	)		(1,626,797	)

All the above results are derived from continuing activities.

There are no recognised gains and losses for the current financial year and preceding financial year other than as stated in the profit and loss account.  Accordingly, a statement of total recognised gains and losses has not been presented.

7

FEMCARE GROUP LIMITED

CONSOLIDATED BALANCE SHEET

31 March 2010

	Note		2010 £		2009 £
FIXED ASSETS
Tangible fixed assets		9	455,737		539,570
Intangible fixed assets		10	7,758,094		9,697,616
			8,213,831		10,237,186
CURRENT ASSETS
Stocks		12	669,936		963,187
Debtors		13	1,961,069		2,554,222
Cash at bank and in hand			2,040,763		1,109,438
			4,671,768		4,626,847
CREDITORS: amounts falling due within one year		14	(2,605,775	)	(2,270,590	)
NET CURRENT ASSETS			2,065,993		2,356,257
TOTAL ASSETS LESS CURRENT LIABILITIES			10,279,824		12,593,443
CREDITORS: amounts falling due after more than one year		15	(23,659,367	)	(22,050,741	)
NET LIABILITIES			(13,379,543	)	(9,457,298	)
SHARE CAPITAL AND RESERVES
Called up share capital		19	10,000		10,000
Share premium account		20	405,905		405,905
Own shares		20	(132,000	)	(132,000	)
Profit and loss account deficit		20	(13,663,448	)	(9,741,203	)
TOTAL SHAREHOLDERS' DEFICIT		20, 21	(13,379,543	)	(9,457,298	)

These financial statements of Femcare Group Limited, registered number 05147637, were approved by the Board of Directors and authorised for issue on 15 December 2010.

Signed on behalf of the Board of Directors

/s/ R SMITH

R SMITH

Director

8

FEMCARE GROUP LIMITED

COMPANY BALANCE SHEET

31 March 2010

	Note		2010 £		2009 £
FIXED ASSETS
Intangible fixed assets		10	80,000		100,000
Investments		11	21,317,332		21,317,332
			21,397,332		21,417,332
CURRENT ASSETS
Debtors		13	3,134,534		2,740,499
Cash at bank and in hand			12,650		-
			3,147,184		2,740,499
CREDITORS: amounts falling due within one year		14	(9,989,344	)	(9,488,392	)
NET CURRENT LIABILITIES			(6,842,160	)	(6,747,893	)
TOTAL ASSETS LESS CURRENT LIABILITIES			14,555,172		14,669,439
CREDITORS: amounts falling due after more than one year		15	(23,659,367	)	(22,050,741	)
NET LIABILITIES			(9,104,195	)	(7,381,302	)
SHARE CAPITAL AND RESERVES
Called up share capital		19	10,000		10,000
Share premium account		20	405,905		405,905
Own shares		20	(132,000	)	(132,000	)
Profit and loss account deficit		20	(9,388,100	)	(7,665,207	)
TOTAL SHAREHOLDERS' DEFICIT		20,21	(9,104,195	)	(7,381,302	)

These financial statements of Femcare Group Limited, registered number 05147637, were approved by the Board of Directors and authorised for issue on 15 December 2010.

Signed on behalf of the Board of Directors

/s/ R SMITH

R SMITH

Director

9

FEMCARE GROUP LIMITED

CONSOLIDATED CASH FLOW STATEMENT

31 March 2010

	Note		Year ending 31 March 2010 £			Year ending 31 March 2009 £
Net cash inflow from operating activities		22		1,763,342			1,871,232
Returns on investments and servicing of finance
Interest received				5,716			36,812
Interest paid				(316,408	)		(549,238	)
Net cash outflow from returns on investments and servicing of finance				(310,692	)		(512,426	)
Taxation
Corporation tax				(143,184	)		(397,384	)
Capital expenditure and financial investment
Purchase of tangible fixed assets				(53,454	)		(449,919	)
Net cash outflow from capital expenditure and financial investment				(53,454	)		(449,919	)
Net cash inflow before financing				1,256,012			511,503
Financing
Issue/(repurchase) of ordinary share capital				-			(27,000	)
Movement in short term borrowings				(100,000	)		(900,000	)
Movement in long term borrowings				(200,000	)		(187,882	)
Net cash outflow from financing				(300,000	)		(1,114,882	)
Increase/(decrease) in cash and overdrafts		23, 24		956,012			(603,379	)

10

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

1. ACCOUNTING POLICIES

The financial statements are prepared in accordance with applicable United Kingdom accounting standards.  The particular accounting policies adopted have been applied consistently throughout the current and preceding financial year and are described below.  The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March each year.  The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.

Going concern

The group’s business activities, together with the factors likely to affect its future development, performance and position are described in the Directors Report.  The Directors Report also sets out the financial position of the group, its cash flows, liquidity position and its borrowing facilities are described in note 16.  In addition, the Directors Report also includes the groups objective, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.

The Group has satisfactory financial resources and is making an operating profit before amortisation, together with having a wide mix of customers and suppliers across different geographic areas.  Where the group is reliant on a particular supplier for a particular product, the group has contingency plans in place for alternative supply.  As a consequence, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The directors have a reasonable expectation that the company and the group have adequate resources (taking account of among other things its net assets position, forecast future cashflows, cash balances and banking facilities headroom) to continue in operational existence for the foreseeable future.  Thus, they continue to adopt the going concern basis in preparing the annual report and accounts.

Turnover

Turnover comprises the invoiced value of goods and services supplied by the company, net of value added tax and trade discounts.  Turnover is recognised when goods are despatched for delivery to the customer.

Intangible fixed assets

Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years.  A full year’s charge is made in the year of acquisition.

Website domains are capitalised at their purchase cost and amortised over a ten year period on a straight line basis.

Intellectual property is included at cost and written off over its useful economic life which is considered to be ten years.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation.  Depreciation is provided at rates calculated to write off the cost of fixed assts, less their estimated residual value, over their expected useful lives at the following straight line basis:

Long leasehold land and buildings	Over lease term
Plant and machinery		10% -100	%
Tooling (including costs of validation)		10	%
Motor vehicles		25	%
Fixtures, fittings & other equipment		10% -33	%
Computer equipment		25% - 33	%

11

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

1. ACCOUNTING POLICIES (CONTINUED)

Investments

Investments held as fixed assets are stated at cost.  Issue costs in respect of acquisition costs of subsidiaries which have a finite term are deducted from the proceeds of the instrument and charged to the profit and loss account, as part of the finance cost, at a constant rate on the carrying amount over the term of the investment.

Finance leases

Assets held under finance leases or hire purchase contracts are capitalised at their fair value on the inception of the leases and depreciated over their estimated useful lives.  The present value of future rentals is shown as a liability and the interest element of rental obligations is charged to the profit and loss account over the period of the lease in proportion to the capital balance outstanding.

Stocks and work in progress

Stocks are valued at the lower of cost and net realisable value.  Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.  Provision is made for obsolete, slow-moving or defective items where appropriate.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.  Transactions in foreign currencies are translated into sterling at the rate on the date of the transaction.  Exchange differences are taken into account in arriving at the operating profit.

Taxation

Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements.  Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.  Deferred tax assets and liabilities are not discounted.

Defined contribution pension scheme

The amount charged to the profit and loss account in respect of pension costs and other post-retirement benefits is the contributions payable in the year.  Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

Royalties

Royalties are accounted for when receivable or payable.

Research and development

Expenditure on research and development is charged to the profit and loss account in the year in which it is incurred.  When a new product has passed the development stage and goes into commercial production, the costs of production tooling and tooling validation, to the extent that in the directors opinion profits from the product will cover costs, the costs are capitalised and depreciated over 10 years or the expected life of the product if shorter from the commencement of commercial sales.

Operating lease rentals receivable

Operating lease rentals received are credited to the profit and loss account on an accruals basis over the period of the lease.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation.  Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

12

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

2. TURNOVER

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
Turnover by destination
United Kingdom		2,873,283		3,014,515
Rest of Europe		718,846		985,762
Americas		1,472,242		3,210,827
Rest of the World		2,931,841		2,738,190
		7,996,212		9,949,294

3. OPERATING (LOSS)/PROFIT

	Year ending 31 March 2010 £			Year ending 31 March 2009 £
Operating (loss)/profit is stated after charging/(crediting):
Amortisation of intangible fixed assets		1,939,522			1,940,715
Depreciation of tangible fixed assets		135,294			105,059
Operating lease rentals:
-Land and buildings		102,659			88,953
-Other		112,844			103,357
Exchange gain		(74,548	)		(180,259	)
Auditors’ remuneration (see below)		26,000			24,000
Auditors’ other fees (see below)		23,500			29,015
Fees payable to the company’s auditors for the audit of the company’s annual accounts		4,000			3,000
Fees payable to the company’s auditors and their associates for other services to the group:
-The audit of the company’s subsidiaries pursuant to legislation		22,000			21,000
Total audit fees		26,000			24,000
Tax services		23,500			29,015
Total non-audit fees		23,500			29,015

    The audit fee of Femcare Group Limited, the company, was borne by Femcare-Nikomed Limited in the current and prior year.

In July 2010, Femcare-Nikomed Limited, a group subsidiary, reached a settlement with a third party, for a contractual dispute over the interpretation of certain specific terms within the contract between the two parties.  The settlement was agreed at $1,574,000 paid by an offset to monies owed and a net cash payment of $316,000.  This has been accounted for as an exceptional item in the 2010 financial statements of £1,027,948, on the basis that, in accordance with FRS 12, this was the period in which the obligation arose.

13

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

4. INFORMATION REGARDING DIRECTORS AND EMPLOYEES

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
FOR BOTH GROUP AND COMPANY
Directors’ emoluments
Remuneration		345,935		416,343
Compensation on termination of contracts		-		75,350
Pension contributions		45,987		61,499
		391,922		553,192

	Year ending 31 March 2010 No.		Year ending 31 March 2009 No.
Directors who are members of the group defined contribution pension scheme:		3		4

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
Highest paid director
Remuneration		137,117		163,790
Pension contributions		21,346		20,928
		158,463		184,718

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
Staff costs during the year (including directors)
Wages and salaries		1,451,080		1,587,633
Social security costs		162,497		159,750
Pension costs		115,811		111,056
		1,729,388		1,858,439

14

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

4. INFORMATION REGARDING DIRECTORS AND EMPLOYEES (CONTINUED)

	Year ending 31 March 2010 No.		Year ending 31 March 2009 No.
Average number of persons employed
Directors		4		4
Sales and Marketing		12		12
Operations		18		18
		34		34

5. INTEREST RECEIVABLE AND SIMILAR INCOME

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
Other interest receivable		5,716		36,812

6. INTEREST PAYABLE AND SIMILAR CHARGES

	Year ending 31 March 2010 £		Year ending 31 March 2009 £
Bank loans and overdraft		2,125,034		2,077,606
Loan arrangement amortisation costs		-		112,118
		2,125,034		2,189,724

15

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

7.           TAX CHARGE ON LOSS ON ORDINARY ACTIVITIES

	Year ending 31 March 2010 £			Year ending 31 March 2009 £
(a)Analysis of charge in the year
Current taxation
UK taxation		-			180,197
Overseas taxation		108,692			93,733
Adjustments in respect of prior periods		26,180			(174,127	)
Total current taxation		134,872			99,803
Total deferred taxation (credit)/charge		(71,618	)		7,422
Total tax charge for the year		63,254			107,225

The standard rate of tax for the year based on the UK standard of corporation tax is 28% (2009: 28%).  The actual tax charge for the current year and the previous year are different than the standard rate for the reasons set out in the following reconciliation:

	Year ending 31 March 2010 £			Year ending 31 March 2009 £
(b) Factors affecting the tax charge for the current year
Loss on ordinary activities before tax		3,858,991			1,519,572
Tax on loss on ordinary activities at standard UK corporation tax rate of 28% (2009: 28%)		(1,080,517	)		(425,480	)
Effects of:
Expenses not deductible for tax purposes		728,375			773,729
Difference between depreciation and capital allowances		33,356			(36,651	)
Adjustment in respect of prior period		26,180			(174,127	)
Other		418,791			(10,891	)
Underlying foreign tax		8,687			(26,777	)
Current year tax charge		134,872			99,803

The Finance Act 2010, which provides for a reduction in the main rate of corporation tax from 28% to 27% effective from 1 April 2011, was substantially enacted on 21 July 2010. As it was not substantively enacted at the balance sheet date the rate reduction is not yet reflected in these financial statements, in accordance with accounting standards, as it is a non-adjusting event occurring after the reporting period.

8. LOSS ATTRIBUTABLE TO THE COMPANY

The loss for the year dealt with in the financial statements of the parent company was £1,722,893 (2009: £1,597,586 loss).  As permitted by S408 of the Companies Act 2006, no separate profit and loss account is presented as part of the financial statements in respect of the parent company.

16

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

9. TANGIBLE FIXED ASSETS

	Land and buildings £		Plant, machinery, tooling  and motor vehicles £		Fixtures & fittings, computer and other equipment £		Total £
Group
Cost
At 1 April 2009		64,816		711,165		310,157		1,086,138
Exchange Rate Revaluation		-		2,186		-		2,186
Additions		1,518		30,039		19,711		51,268
At 31 March 2010		66,334		743,390		329,868		1,139,592
Accumulated depreciation
At 1 April 2009		49,690		252,134		244,744		546,568
Exchange Rate Revaluation		-		1,993		-		1,993
Charge for the year		15,875		77,452		41,967		135,294
At 31 March 2010		65,565		331,579		286,711		683,855
Net book value
At 31 March 2010		769		411,811		43,157		455,737
At 31 March 2009		15,126		459,031		65,413		539,570

The company did not hold any tangible fixed assets during the year.

10. INTANGIBLE FIXED ASSETS

	Goodwill £		Intellectual property £		Website domains £		Total £
Group
Cost
At 1 April 2009 and 31 March 2010		19,195,216		200,000		12,500		19,407,716
Accumulated depreciation
At 1 April 2009		9,597,600		100,000		12,500		9,710,100
Charge for the year		1,919,522		20,000		-		1,939,522
At 31 March 2010		11,517,122		120,000		12,500		11,649,622
Net book value
At 31 March 2010		7,678,094		80,000		-		7,758,094
At 31 March 2009		9,597,616		100,000		-		9,697,616

17

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

10. INTANGIBLE FIXED ASSETS (CONTINUED)

	Intellectual property £
Company
Cost
At 1 April 2009 and 31 March 2010		200,000
Accumulated depreciation
At 1 April 2009		100,000
Charge for the year		20,000
At 31 March 2010		120,000
Net book value
At 31 March 2010		80,000
At 31 March 2009		100,000

11. FIXED ASSET INVESTMENTS

	Shares in subsidiary undertakings £
Company
Cost
At 1 April 2009 and 31 March 2010		21,317,332

The company holds the following investments in subsidiary undertakings:

Name	Country of incorporation/ registration and operation	Type of shares	% of nominal value of  shares			Nature of  Business
Femcare (Holdings) Limited	England	Ordinary		75	*	Holding Company
Femcare Distribution Limited	England	Ordinary		100		Holding Company
Femcare Limited	England	Ordinary		100	**	Medical Equipment
Femcare Urology Limited	England	Ordinary		100	**	Medical Equipment
Femcare-Nikomed Limited	England	Ordinary		100	**	Medical Equipment
Femcare Australia Pty Limited	Australia	Ordinary		100	**	Medical Equipment
Percheron Limited	Isle of Man/England	Ordinary		100		Holding Company

*    25% held by Percheron Limited

**  Indirect holdings

18

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

12.         STOCKS

	2010 Group £		2009 Group £
Raw materials		59,438		258,546
Work in progress		26,431		3,395
Finished goods		584,067		701,246
		669,936		963,187

The company did not hold any stocks at the year end.

There is no material difference between the balance sheet value of stocks and their replacement cost.

13. DEBTORS: DUE WITHIN ONE YEAR

	Group 2010 £		Company 2010 £		Group 2009 £		Company 2009 £
Trade debtors		1,124,443		-		1,765,306		-
Other debtors and accrued income		509,910		165,773		499,948		201,309
Other taxation and social security		-		-		42,182		-
Corporation tax debtor		142,712		-		134,400		-
Deferred tax asset (see note 18)		184,004		-		112,386		-
Group relief receivable		-		2,523,364		-		2,093,793
Amounts owed by group companies		-		445,397		-		445,397
		1,961,069		3,134,534		2,554,222		2,740,499

14.         CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	Group 2010 £		Company 2010 £		Group 2009 £		Company 2009 £
Loans (see note 16)		200,000		200,000		300,000		300,000
Bank overdraft (see note 16)		-		-		24,687		24,687
Trade creditors		656,837		-		770,452		-
Amounts due to group undertakings		-		9,708,420		-		8,904,146
Other creditors and accruals		1,652,821		80,924		1,167,932		259,559
Other taxation and social security		96,117		-		7,519		-
		2,605,775		9,989,344		2,270,590		9,488,392

19

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

	2010 £	2009 £
Group and company
Bank borrowings (see note 16)	3,800,000	4,000,000
Unsecured loan notes net of loan issue costs (see note 16)	11,670,000	11,670,000
Accrued interest on unsecured loan notes (see note 16)	8,189,367	6,380,741
	23,659,367	22,050,741

16. MATURITY PROFILE OF FINANCIAL LIABILITIES

	Bank borrowings £		Unsecured loan notes £		Total £
Group and Company
Borrowing repayable:
Within one year or on demand		200,000		-		200,000
Within one to two years		500,000		-		500,000
Within two to five years		3,300,000		10,350,000		13,650,000
After five years		-		1,320,000		1,320,000
		4,000,000		11,670,000		15,670,000

The £1,320,000 unsecured loan notes are subordinate to the £10,350,000 unsecured loan notes and the bank borrowings and are redeemable on the sale or listing of the company.  The £1,320,000 unsecured loan notes bear interest at 5%.  The interest is rolled up and is payable on redemption.

The £10,350,000 unsecured loan notes are subordinate to the bank borrowings and were redeemable in August 2012, however, on 29 January 2010, a deed of amendment was signed changing the redemption date to 1 January 2015.  However, they may be redeemed earlier than this date, subject to other outstanding financial commitments. The £10,350,000 unsecured loan notes bear interest at 10%.  The interest for the first two years is rolled up and is payable on redemption.  Thereafter, interest is payable twice yearly (in May and November), although may be deferred with agreement.  It has been agreed that payment of all interest payable is deferred until no earlier than 31 March 2011 or redemption of the loan note if earlier.

The bank loans are secured by fixed and floating charges over all property and assets present and future and bear interest at between 2% and 7% per annum above LIBOR.

On 29th January 2010, the bank loans were refinanced and a new Term Loan and Revolving Credit Facility Agreement was executed replacing the existing Term Loan Facilities Agreement along with a Mezzanine Amendment Agreement.

Loan issue costs were incurred as a result of the Bank Loans and Unsecured Loan Stock.  These costs are prepaid and expensed over the life of the loan.

20

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

17. FINANCIAL COMMITMENTS

	Land & buildings 2010 £		Other 2010 £		Total 2010 £		Land &  buildings 2009 £		Other 2009 £		Total 2009 £
Group
Annual operating lease commitments which expire:
Within one year or less		37,000		35,944		72,944		74,161		-		74,161
Between two and five years		73,846		38,722		112,568		-		111,755		111,755

18. DEFERRED TAXATION

	Group 2010 £		Group 2009 £
At 1 April 2009		112,386		119,808
Profit and loss account		71,618		(7,422	)
At 31 March 2010		184,004		112,386

The deferred tax assets are disclosed within debtors (see note 13). The amounts provided in the accounts are as follows:

	Group 2010 £		Group 2009 £
Accelerated capital allowances		120,048		93,084
Short term timing differences		41,998		19,302
Losses		21,958		-
		184,004		112,386

19. SHARE CAPITAL

	2010 £	2009 £
Authorised
375,455 ‘A’ ordinary shares of £0.01 each	3,755	3,755
545,000 ‘B’ ordinary shares of £0.01 each	5,450	5,450
102,273 ‘C’ ordinary shares of £0.01 each	1,022	1,022
	10,227	10,227
Called up, allotted and fully paid
355,000 ‘A’ ordinary shares of £0.01 each	3,550	3,550
545,000 ‘B’ ordinary shares of £0.01 each	5,450	5,450
100,000 ‘C’ ordinary shares of £0.01 each	1,000	1,000
	10,000	10,000

21

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

19. SHARE CAPITAL (CONTINUED)

Share rights

The A Ordinary, B Ordinary and C Ordinary shares have and are subject to the following rights and restrictions:

Except as otherwise stated below, all classes of shares rank pari passu and have equal rights:

a) Income: The profits of the company available for distribution shall be applied firstly in paying to the holders of the B Ordinary Shares in respect of each financial year of the Company, a cumulative preferential net cash dividend of a sum equal to no more than 10% of the net profits of the group,

b) Voting: The B Ordinary Shares in certain specific circumstances (mainly in a Financial Default or breach of the Shareholders Agreement) and subject to certain defined steps being adhered to, have enhanced voting rights to exercise on a poll nine times the total number of votes conferred by all the shares of all other classes for the time being in issue.  The C Ordinary Shares provide the right to attend but not to vote at any general meeting,

c) Restrictions: All classes of Ordinary Shares are subject to certain restrictions,

d) Return of Capital on Liquidation: all classes of shares rank pari passu and have equal rights.

20.         STATEMENT OF MOVEMENT ON RESERVES

	Share capital £		Share premium account  £		Own shares  £			Profit and loss account £			Total £
Group
At 1 April 2009		10,000		405,905		(132,000	)		(9,741,203	)		(9,457,298	)
Loss for the year		-		-		-			(3,922,245	)		(3,922,245	)
At 31 March 2010		10,000		405,905		(132,000	)		(13,663,448	)		(13,379,543	)

Company
At 1 April 2009	10,000	405,905	(132,000	)	(7,665,207	)	(7,381,302	)
Loss for the year	-	-	-		(1,722,893	)	(1,722,893	)
At 31 March 2010	10,000	405,905	(132,000	)	(9,388,100	)	(9,104,195	)

22

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

21. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ DEFICIT

	Group 2010 £			Group 2009 £			Company 2010 £			Company 2009 £
Loss for the financial year		(3,922,245	)		(1,626,797	)		(1,722,893	)		(1,597,586	)
(Sale)/purchase of shares		-			(27,000	)		-			(27,000	)
Net deductions to shareholders’ deficit		(3,922,245	)		(1,653,797	)		(1,722,893	)		(1,624,586	)
Opening shareholders’ deficit		(9,457,298	)		(7,803,501	)		(7,381,302	)		(5,756,716	)
Closing shareholders’ deficit		(13,379,543	)		(9,457,298	)		(9,104,195	)		(7,381,302	)

22. RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES

	2010 £		2009 £
Operating (loss)/profit	(1,739,673	)	633,340
Depreciation and amortisation	2,076,809		2,046,161
Decrease/(Increase) in stocks	293,251		(20,078	)
Decrease/(Increase) in debtors	673,083		(598,476	)
Increase/(Decrease) in creditors	459,872		(189,715	)
Net cash inflow from operating activities	1,763,342		1,871,232

23. ANALYSIS OF NET DEBT

	At 1 April 2009 £			Cash flow £		At 31 March 2010 £
Cash at bank and in hand		1,109,438			931,325		2,040,763
Overdraft		(24,687	)		24,687		-
		1,084,751			956,012		2,040,763
Loans due within one year		(300,000	)		100,000		(200,000	)
Loans due after one year		(15,670,000	)		200,000		(15,470,000	)
		(14,885,249	)		1,256,012		(13,629,237	)

23

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

24. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

	2010 £		2009 £
Increase/(decrease) in cash and overdrafts	956,012		(603,379	)
Cash outflow from movement in debt and lease financing	300,000		1,087,882
Movement in net debt	1,256,012		484,503
Net debt at beginning of the year	(14,885,249	)	(15,369,752	)
Net debt at end of year	(13,629,237	)	(14,885,249	)

25. DERIVATIVES NOT INCLUDED AT FAIR VALUE

The group has derivatives which are not included at fair value in the accounts:

	Notional amount 2010 £		Fair value 2010 £
Interest rate swap		2,666,666		12,310

The group uses the derivatives to manage its exposure to interest rate movements on its bank borrowings.  The fair values are based on market values of equivalent instruments at the balance sheet date.

The company entered a two year interest rate swap on 31 December 2007, with a principal amount of £4,800,000 at fixed interest payments at an average rate of 5.51%, amortising quarterly to £3,000,000 until expiry on 31 December 2009.  At 31 March 2010, the notional amount was £nil (2009: £3,300,000).

The company entered into a thirty month interest rate cap transaction on 31 March 2010, with a principal amount of £2,666,666 at a capped average rate interest payment of 3.00%, amortising quarterly to £1,983,333 until expiry on 28 September 2012.  At 31 March 2010, the notional amount was £2,666,666 (2009: £nil).

26. GUARANTEE

The company is party to a banking arrangement with a number of group and related companies.

27. TRANSACTIONS WITH RELATED PARTIES

Sales

During the year, the group sold goods in the normal course of business to the following related parties:

	2010 £	2009 £
Triton Enterprises Limited	359,454	395,073

24

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

27. TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

Purchases

During the year, the group made purchases in the normal course of business from the following related parties:

	2010 £	2009 £
AirIT Limited	17,297	16,226
Barclays Private Equity	-	-

At the year end £447 (2009:£630) remained owing to AirIT Limited.

Debtors

At 31 March the following amounts were due from related parties:

	2010 £	2009 £
Triton Enterprises Limited	48,323	22,287

Unsecured Loan Notes

At 31 March the following amounts were due to related parties:

	2010 £	2009 £
Due to funds sponsored or managed by Barclays Private Equity Limited	18,113,108	16,389,643
Due to other shareholders of the company	1,746,259	1,661,098

               Group relief receivable

	2010 £	2009 £
Group relief receivable	2,523,364	2,093,793

Royalty payments

During the year, the group made gross royalty payments to the following related party:

	2010 £	2009 £
G M Filshie	74,171	112,828

At the year end £23,091 (2009:£43,252) remained owing to G.M.Filshie.

25

FEMCARE GROUP LIMITED

NOTES TO THE ACCOUNTS

Year ended 31 March 2010

27. TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

G M Filshie is a shareholder and unsecured loan note holder of the company.

D G Cocolas a shareholder and unsecured loan note holder of the company is also a shareholder and a director of Triton Enterprises Limited.

A McQuilkin a shareholder and a director during the year, of the company, is related to a director and shareholder of AirIT Limited.

The ‘B’ shares are held by a series of different funds that are sponsored or managed by Barclays Private Equity.  In aggregate the ‘B’ shares have control of the company.

28. CONTROLLING PARTY

No individual shareholder has control of the company.  The ‘B’ shares are held by a series of different funds that are managed by Barclays Private Equity Limited.  In aggregate the ‘B’ shares have control of the company, but there is no ultimate controlling party.

26

FEMCARE GROUP LIMITED

ADDITIONAL INFORMATION

The additional information on page 28 has been prepared from the accounting records of the company. While it does not form part of the statutory financial statements, it should be read in conjunction with them and the auditors' report thereon.

27

FEMCARE GROUP LIMITED

COMPANY PROFIT AND LOSS ACCOUNT

Year ended 31 March 2010

	Year ending 31 March 2010 £			Year ending 31 March 2009 £
Administrative expenses (including net exceptional costs credit of (£29,375) (2009: £29,832 charge)		(7,430	)		(60,890	)
Amortisation of intellectual property		(20,000	)		(20,000	)
OPERATING LOSS		(27,430	)		(80,890	)
Interest receivable and similar income		-			378
Interest payable and similar charges		(2,125,034	)		(2,189,724	)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION		(2,152,464	)		(2,270,236	)
Tax credit on loss on ordinary activities		429,571			672,650
RETAINED LOSS FOR THE FINANCIAL YEAR		(1,722,893	)		(1,597,586	)

28

EX-99.5

Exhibit 99.5

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FEMCARE GROUP LIMITED

Wehave audited the group and parent company financial statements (the financial statements”) of Femcare Group Limited for the year ended 31 March 2009 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement and the related notes 1 to 29. These financial statements have been prepared under the accounting policies set out therein.

This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

The directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985.  We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the financial statements.

In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions are not disclosed.

We read the other information contained in the Annual Report as described in the contents section, and consider whether it is consistent with the audited financial statements.  We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.  Our responsibilities do not extend to any further information outside the Annual Report.

Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.  An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements.  It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group’s and company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error.  In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion

In our opinion:

·   the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the group’s and the parent company’s affairs as at 31 March 2009 and of the group’s loss  for the year then ended;

·   the financial statements have been properly prepared in accordance with the Companies Act 1985; and

·   the information given in the Director’s Report is consistent with the financial statements.

/s/ Deloitte LLP

Deloitte LLP

Chartered Accountants and Registered Auditors

Southampton, United Kingdom

30 July 2010

EX-99.6

Exhibit 99.6

Exhibit 99.6

Summary of significant differences between UK GAAP and US GAAP

The audited fiscal years ended March 31, 2010 and 2009 financial statements of Femcare Group Ltd were prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”), which can differ in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”).

A review of the accounting practices and policies of Femcare Group Ltd revealed that there were no significant adjustments necessary to the statements of operations, the balance sheets and the cash flow statements as of and for the years ended March 31, 2010 and 2009 that would be required if US GAAP were to be applied instead of UK GAAP, except for the treatment of the effect of amortizing identifiable intangible assets per U.S. Accounting Standard No. ASC 805 which resulted from the private equity purchase of Femcare in 2004.  Consistent with US GAAP, 100% of the Goodwill from the 2004 Femcare purchase was deemed to be identifiable intangible assets and was being amortized over a ten year period since 2004.

UTMD believes that, had Femcare been reporting financial performance under US GAAP rather than UK GAAP after the 2004 acquisition (prior to UTMD’s March 18, 2011 acquisition), the amounts classified as Goodwill by Femcare management at that time would have instead been classified as Identifiable Intangible Assets per U.S. Accounting Standard ASC 805, and would have been amortized at the same rate and amounts as those assets actually were amortized in the historical FY 2010 and FY 2009 Femcare financial statements where they were classified as Goodwill under UK GAAP.

Applying U.S. Accounting Standard ASC 805,

(i)   Adjustment to fiscal year (FY) Income Statements audited per UK GAAP

	FY 2010	FY 2009
Net Income as shown in the financial statements (UK GAAP):	(£ 3,922,245)	(£ 1,626,797)

Description of item having the effect of increasing reported income:

The UK effective income tax rate of 28% times the amortization of identifiable intangible assets for the 2010 and 2009 fiscal years period of £ 1,939,522, has the effect of reducing the reported loss each year by £ 543,066.

	FY 2010	FY 2009
Net Income according to US GAAP:	(£ 3,379,179)	(£ 1,083,731)

(ii) Adjustment to Balance Sheets audited per UK GAAP

a)   Goodwill per US GAAP would have been booked related to the creation of a long term deferred tax liability (DTL) for the difference between a reduction in the reported income tax provision over the life of the amortized intangible assets (I/A) versus the fact that the amortization of I/A is not tax deductible.

b)   The balance of the DTL at fiscal year ends per US GAAP.

c)   Shareholder equity at fiscal year ends.

		As Reported Per UK GAAP						As Adjusted per US GAAP
		March 31,						March 31,
Assets		2010			2009			2010			2009
Goodwill	(a)		-0-			-0-		£	5,434,160		£	5,434,160		from creation of DTL
Total intangible assets		£	7,758,094		£	9,697,616			13,192,254			15,131,776
Long Term Liabilities
Deferred tax liability	(b)		-0-			-0-			2,172,266			2,719,332		from amortization of I/A
Total deferred taxes			(184,004	)		(112,386	)		1,988,262			2,606,946
Shareholder’s Equity
Retained earnings	(c)		(13,663,448	)		(9,741,203	)		(10,401,554	)		(7,022,373	)	from decrease in net loss
Total shareholders’ deficit			(13,379,543	)		(9,457,298	)		(10,117,649	)		(6,738,468	)

Rollforward of Retained Earnings

Years ended 31-March-2010 and 2009
	As Reported per UK GAAP			As Adjusted per US GAAP
Balance 31-Mar-2008	£	(8,087,406	)	£	(5,911,642	)
Shares issued		-			-
Shares sold		(27,000	)		(27,000	)
Net Income (Loss)		(1,626,797	)		(1,083,731	)
Balance 31-Mar-2009		(9,741,203	)		(7,022,373	)
Shares issued		-			-
Shares sold		-			-
Net Income (Loss)		(3,922,245	)		(3,379,179	)
Balance 31-March-2010		(13,663,448	)		(10,401,552	)

EX-99.7

Exhibit 99.7

Independent Auditors' Report

The Board of Directors and Members of Utah Medical Products Inc

We have audited the accompanying additional note to reconcile UK GAAP to US GAAP for the audited Consolidated Financial Statements of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010 and consolidated related notes thereto.  The reconciliation is the responsibility of the Company’s management. Our responsibility is to express an opinion on the reconciliation based on our audit of the reconciliation.

We conducted our audits in accordance with generally accepted auditing standards, including International Standards on Auditing (UK and Ireland). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the reconciliation is free of material misstatement whether caused by fraud or error.

In our opinion, the reconciliation referred to above present fairly, in all material respects, the adjustments required to reconcile UK GAAP to US GAAP for the audited Consolidated Financial Statements of Femcare Group Limited as of 31 March 2010.

/s/ The Norton Practice

The Norton Practice

Chartered Accountants and Statutory Auditors

Reading

United Kingdom

1 August 2011

EX-99.8

Exhibit 99.8

The unaudited consolidated condensed financial statements of Femcare Group as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto:

FEMCARE GROUP LIMITED
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands)
ASSETS	DECEMBER 31, 2010			MARCH 31, 2010
Current assets:
Cash	£	3,523		£	2,041
Accounts receivable - net		990			1,451
Other receivables		29			34
Inventories		663			670
Prepayments		407			475
Other current assets		1			1
Total current assets		5,614			4,672
Property and equipment - net		394			456
Intangible assets		19,195			19,195
Intangible assets - accumulated amortization		(12,957	)		(11,517	)
Intangible assets - net		6,238			7,678
Other intangible assets		213			213
Other intangible assets - accumulated amortization		(148	)		(133	)
Other intangible assets - net		65			80
TOTAL	£	12,311		£	12,886
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	£	551		£	657
Accrued expenses		1,033			1,653
Current portion of notes payable		180			200
Other		332			96
Total current liabilities		2,095			2,606
Long term debt		24,964			23,659
Total liabilities		27,059			26,265
Stockholders' equity:
Preferred Stock - £.01 par value; authorized - 545 shares;
issued - 545 shares at 31-December 2010 and 31-March 2010		5			5
Common Stock - £.01 par value; authorized - 478 shares;
issued - 455 shares at 31-December 2010 and 31-March 2010		5			5
Additional paid-in capital		406			406
Treasury shares		(132	)		(132	)
Retained earnings		(15,031	)		(13,663	)
Total stockholders' equity		(14,748	)		(13,380	)
TOTAL	£	12,311		£	12,886
See accompanying notes to consolidated condensed financial statements.

FEMCARE GROUP LIMITED
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands)
	Nine Months Ended						Year Ended
	December 31,						March 31,
	2009			2010			2010
Sales, net	£	5,764		£	7,566		£	7,996
Cost of goods sold		1,606			1,851			2,224
Gross profit		4,158			5,715			5,773
Operating expense:
Sales and marketing		1,090			559			1,444
Research and development		180			152			297
General and administrative		4,603			3,449			5,919
Total operating expense		5,872			4,159			7,660
Operating income		(1,714	)		1,555			(1,888	)
Other income (expense):
Dividend and interest income		4			10			6
Royalty income		105			90			148
Interest expense		(1,598	)		(1,702	)		(2,125	)
Total other income (expense)		(1,489	)		(1,602	)		(1,971	)
Income (loss) before provision for income taxes		(3,203	)		(47	)		(3,859	)
Provison for income taxes		49			442			63
Net income	£	(3,252	)	£	(489	)	£	(3,922	)
See accompanying notes to consolidated condensed financial statements.

FEMCARE GROUP LIMITED
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOW
(In thousands)
	Nine Months Ended						Year Ended
	December 31,						March 31,
	2009			2010			2010
Cash flows from operating activities:
Net income	£	(3,252	)	£	(489	)	£	(3,922	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		1,553			1,535			2,075
Subordinated loan interest payable		1,598			1,702			1,724
Changes in operating assets and liabilities
Accounts receivable		173			537			721
Accrued interest and other receivables		4			10			24
Inventories		110			54			303
Accounts payable		(513	)		(498	)		(114	)
Accrued expenses		1,093			(1,150	)		573
Total adjustments		4,016			2,190			5,306
Net cash provided by operating activities		764			1,701			1,384
Cash flows from investing activities:
Capital expenditures for:
Property and equipment		(53	)		(19	)		(53	)
Net cash used in investing activities		(53	)		(19	)		(53	)
Cash flows from financing activities:
Repayments of note payable		(300	)		(200	)		(300	)
Net cash used in financing activities		(300	)		(200	)		(300	)
Effect of exchange rate changes on cash								(75	)
Net increase (decrease) in cash and cash equivalents		411			1,482			956
Cash at beginning of period		1,085			2,041			1,085
Cash at end of period	£	1,496		£	3,523		£	2,041
See accompanying notes to unaudited consolidated condensed financial statements.

FEMCARE GROUP LIMITED

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Currency amounts are in thousands except where noted.

Note 1 – Summary of Significant Accounting Policies:

Organization

Femcare Group Limited, and its wholly owned operating subsidiaries, Femcare-Nikomed Limited of Southampton, England and Femcare Australia, (Femcare, or the Company) is a leading global supplier of minimally invasive surgical systems for female sterilization and also sells a range of other medical devices and instruments primarily for gynecology, urology and general surgery.  Products are sold in the U.K, Australia, the U.S., and international markets.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Although actual results could differ from those estimates, management believes it has considered and disclosed all relevant information in making its estimates that materially affect reported performance and current values.

Principles of Consolidation

The consolidated financial statements include those of the Company and its subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

Concentration of Credit Risk

The primary concentration of credit risk consists of trade receivables.  In the normal course of business, the Company provides credit terms to its customers.  Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, have been within the range of management's expectations.

The Company's customer base consists of hospitals, medical product distributors and dealers, physician practices and others directly related to healthcare providers.

The Company maintains its cash in bank deposit accounts.

 Accounts Receivable

Accounts receivable are amounts due on product sales and are unsecured.  Accounts receivable are carried at their estimated collectible amounts.  Credit is generally extended on a short-term basis; thus accounts receivable do not bear interest.  Accounts receivable are periodically evaluated for collectibility based on past credit history of customers.  Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.

Inventories

Finished products, work-in-process, raw materials inventories are stated at the lower of cost (computed on a first-in, first-out method) or market.  Provision is made for obsolete, or slow-moving items where appropriate.

Note 1 – Summary of Significant Accounting Policies (continued)

Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization are computed using the straight-line and units-of-production methods over estimated useful lives as follows:

Long leasehold land and buildings	Over lease term
Plant and machinery	1-10 years
Furniture, equipment and tooling	3-10 years
Computer equipment	3-4 years
Motor vehicles	4 years

Long-Lived Assets

The Company evaluates its long-lived assets in accordance with Accounting Standards Codification (ASC) 360, “Accounting for the Impairment of Long-Lived Assets.”  Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.  When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts.  Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

Intangible Assets

Costs associated with the acquisition of patents, trademarks, license rights and non-compete agreements are capitalized at cost and are being amortized using the straight-line method over ten years. Intangible assets arising from acquisitions are capitalized and amortized on a straight line basis over their estimated useful economic life, typically ten years.

Revenue Recognition

The Company recognizes revenue at the time of shipment to the customer, net of value added tax and sales discounts.

Income Taxes

The Company accounts for income taxes under ASC 740, “Accounting for Income Taxes,” whereby deferred taxes are computed under the asset and liability method.

Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Deferred tax assets are recognized to the extent that it is regarded as more likely than not that they will be recovered.  Deferred tax assets and liabilities are not discounted

Leases

Assets held under finance leases or purchase contracts are capitalized at their fair value on the inception of the leases and depreciated over their estimated useful lives.  The present value of future rentals is shown as a liability and the interest on rental obligations is charged to the income statement over the period of the lease in proportion to the capital balance outstanding.

Royalties

Royalties are accounted for when receivable or payable.

Note 1 – Summary of Significant Accounting Policies (continued)

Translation of Foreign Currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange at the balance sheet date.  Transactions in foreign currencies are translated into sterling at the rate on the date of the transaction.

Note 2 – Inventories

Inventories at December 31, 2010 and March 31, 2010 consisted of the following:

	December 31,		March 31,
	2010		2010
Finished goods	£	58	£	60
Work-in-process		28		26
Raw materials		577		584
Total	£	663	£	670

Note 3 – Property and Equipment

Property and equipment consists of the following:
	December 31			March 31
	2010			2010
Land and buildings	£	66		£	66
Plant, machinery, tooling and motor vehicles		757			743
Furniture, fittings, computer and other equipment		335			330
		1,158			1,140
Accumulated depreciation		(764	)		(684	)
	£	394		£	456

Note 4 – Long-term Debt

Long-term debt consists of the following:

	December 31		March 31
	2010		2010
Secured loan notes	£	3,620	£	3,800
Unsecured loan notes, net of loan issue costs		11,670		11,670
Accrued interest on unsecured loan notes		9,674		8,189
	£	24,964	£	23,659

The secured loan notes are secured by fixed and floating charges over all property and assets current and future and bear interest at between 2% and 7% per annum above LIBOR. The unsecured loan notes bear interest between 5% and 10%, with interest on a £1,320 note rolled up and payable on redemption.  Loan notes of £10,350 are redeemable on 1 January 2015, or earlier subject to outstanding financial commitments. Interest on the £10,350 notes for the first two years is rolled up and is payable on redemption.  Thereafter, interest is payable twice yearly (in May and November), although may be deferred with agreement.  It has been agreed that payment of all interest payable is deferred until no earlier than 31 March 2011 or redemption of the loan note if earlier.

Note 5 - Summary of significant differences between UK GAAP and US GAAP

The unaudited consolidated condensed financial statements of Femcare Group Ltd as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto were prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”), which can differ in certain significant respects from accounting principles generally accepted in the United States of America (“US GAAP”).

A review of the accounting practices and policies of Femcare Group Ltd revealed that there were no significant adjustments necessary to the statements of operations, the balance sheets and the cash flow statements as of and for the period ended December 31, 2010 that would be required if US GAAP were to be applied instead of UK GAAP, except for the treatment of the effect of amortizing identifiable intangible assets per U.S. Accounting Standard No. ASC 805 which resulted from the private equity purchase of Femcare in 2004.  Consistent with US GAAP, 100% of the Goodwill from the 2004 Femcare purchase was deemed to be identifiable intangible assets and was being amortized over a ten year period since 2004.

Note 5 - Summary of significant differences between UK GAAP and US GAAP  (continued)

UTMD believes that, had Femcare been reporting financial performance under US GAAP rather than UK GAAP after the 2004 acquisition (prior to UTMD’s March 18, 2011 acquisition), the amounts classified as Goodwill by Femcare management at that time would have instead been classified as Identifiable Intangible Assets per U.S. Accounting Standard ASC 805, and would have been amortized at the same rate and amounts as those assets actually were amortized in the historical FY 2010 and FY 2009 Femcare financial statements where they were classified as Goodwill under UK GAAP.

Applying U.S. Accounting Standard ASC 805,

(i)   Adjustment to Nine Months (9M) Ended December 31,  2010 and 2009 Income Statements prepared per UK GAAP

Net Income as shown in the 9M 2010 financial statements (UK GAAP):  (£489)

Description of item having the effect of increasing reported income:

The UK effective income tax rate of 28% times the amortization of identifiable intangible assets for the 9M 2010 period of £1,455, has the effect of reducing the reported loss by £ 407.

Adjusted Net Income in 9M 2010 according to US GAAP:  (£ 82)

Net Income as shown in the 9M 2009 financial statements (UK GAAP):  (£ 3,252)

Description of item having the effect of increasing reported income:

The UK effective income tax rate of 28% times the amortization of identifiable intangible assets for the 2009 9M period of £1,455, has the effect of reducing the reported loss by £407.

Adjusted Net Income in 9M 2009 according to US GAAP:  (£ 2,845)

(ii) Adjustment to December 31, 2010 Balance Sheet prepared per UK GAAP

a)   Goodwill per US GAAP would have been booked related to the creation of a long term deferred tax liability (DTL) for the difference between a reduction in the reported income tax provision over the life of the amortized intangible assets (I/A) versus the fact that the amortization of I/A is not tax deductible.

b)   The balance of the DTL as of December 31, 2010 per US GAAP.

c)   Adjusted Shareholder equity as of December 31, 2010.

		As Reported			As Adjusted
Assets		Per UK GAAP			Per US GAAP
Goodwill	(a)		- 0 -		£	5,434		from creation of DTL
Total intangible assets		£	6,303		£	11,738
Long Term Liabilities
Deferred tax liability	(b)		- 0 -		£	1,765		from amortization of I/A
Total deferred taxes		£	(332	)	£	1,433
Stockholders’ Equity
Retained earnings	(c)	£	(15,031	)	£	(11,362	)	from decrease in net loss
Total stockholders’ deficit		£	(14,748	)	£	(11,079	)

Rollforward of Retained Earnings

9M period ended 31-December-2010
	As Reported per UK GAAP			As Adjusted per US GAAP
Balance 31-Mar-2010	£	(13,663	)	£	(10,402	)
Shares issued		-			-
Shares sold		-			-
Net Income (Loss)		(489	)		(82	)
Balance 31-Dec-2010		(14,152	)		(10,484	)
9M period ended 31-December-2009
Balance 31-Mar-2009	£	(9,741	)	£	(7,022	)
Shares issued		-			-
Shares sold		-			-
Net Income (Loss)		(3,252	)		(2,845	)
Balance 31-Dec-2009		(12,993	)		(9,867	)

Please see Exhibit 99.6 for a reconciliation of UK GAAP to US GAAP for the year ended March 31, 2010 financial statements.

Note 6 - Forward-Looking Information

This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of management as well as assumptions made by management based on information currently available.  When used in this document, the words “anticipate,” “believe,” “project,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements.  Such statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted throughout this document.  Although the Company has attempted to identify important factors that could cause the actual results to differ materially, there may be other factors that cause the forward statement not to come true as anticipated, believed, projected, expected, or intended.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described herein as anticipated, believed, projected, estimated, expected, or intended.  Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results, and the Company assumes no obligation to update or disclose revisions to those estimates.

Risk Factors:

Competitive marketplace may result in loss of revenues:

The Company operates in a competitive market which could result in losing sales to its key competitors, however Femcare manages this risk by continually assessing and strengthening its product portfolio, in particular its own brand products and by investment in a strong customer service and support infrastructure, complemented by its outstanding product track record and history.  Furthermore the Company aims to distribute product only under distribution contracts that meet its criteria.

Healthcare reform may increase administrative costs and lead to decreased revenues:

Healthcare reform in the United States and elsewhere may place additional burdens on small medical device companies in the form of excise taxes, additional oversight of marketing and sales activities and new reporting requirements, likely resulting in reducing Femcare’s ability to effectively compete and support continued investments in new product development and marketing of specialty devices.

As the healthcare industry becomes increasingly bureaucratic it puts smaller companies like Femcare at a competitive disadvantage:

An aging population and an extended global economic recession are placing greater burdens on healthcare systems, particularly hospitals.  The length of time and number of administrative steps required in adopting new products for use in hospitals has grown substantially in recent years.  Smaller companies like Femcare typically do not have the administrative resources to deal with broad new administrative requirements, resulting in either loss of revenue or increased costs.  As the Company introduces new products it believes are safer and more effective, it may find itself excluded from certain customers because of the existence of long term supply agreements for preexisting products, particularly from competitors which offer hospitals a broader range of products.  Restrictions used by hospital administrators to limit clinician involvement in device purchasing decisions makes communicating Femcare’s clinical advantages much more difficult.

A product liability lawsuit could result in significant legal expenses and a large award against the Company:

Femcare’s devices are frequently used in inherently risky situations to help physicians achieve a more positive outcome than what might otherwise be the case.  In any lawsuit where an individual plaintiff suffers permanent physical injury, the possibility of a large award for damages exists whether or not a causal relationship exists.

The Company’s reliance on third parties to market its products outside the U.K. results in less predictable revenues:

Femcare’s distributors have varying expertise in marketing and selling specialty medical devices.  They also sell other devices that may result in less focus on the Company’s products.  Revenues may be negatively impacted by other factors of unpredictable magnitude, including: 1) liquidity of distributors, 2) strength and timing of economic recovery in worldwide markets, 3) value of the U.K. Sterling in foreign exchange, 4) changes in U.K. trade policies and the resulting reactions of other governments, and 5) changes in international regulatory requirements, including in the U.S., and possible restrictions for medical devices.

The loss of one or more key employees could negatively affect Femcare performance:

In a small company with limited resources, the distraction or loss of key personnel at any point in time may be disruptive to performance.

EX-99.9

Exhibit 99.9

(b) Pro forma financial information

Unaudited Pro Forma Combined Condensed Consolidated Financial Statements

On March 18, 2011, Utah Medical Products, Inc. (UTMD) purchased all of the outstanding shares of Femcare Group Ltd (Femcare) of the United Kingdom, and its subsidiaries (the Acquisition) for a purchase price of $41 million, including consideration for patent rights and non-competition agreements.  The Acquisition was effected pursuant to Stock Purchase Agreements, dated March 18, 2011.

The unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 is presented as if the acquisition of Femcare had occurred on December 31, 2010.  The unaudited pro forma combined condensed consolidated statements of operations for the year ended December 31, 2010 are presented as if the acquisition of Femcare had occurred on January 1, 2010 with acquisition-related adjustments reflected in the period presented.  The unaudited pro forma combined condensed consolidated financial information has been prepared by UTMD’s management.  Certain amounts of Femcare’s historical financial statements have been reclassified to conform to UTMD’s presentation.

  

The Acquisition has been accounted for using the acquisition method of accounting and, accordingly, the total estimated purchase consideration of the acquisition was allocated to tangible assets and identifiable intangible assets acquired and liabilities assumed based on their relative fair values.  The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill.  Determination of the Femcare purchase price and allocation of the Femcare purchase price used in the unaudited pro forma combined condensed consolidated financial statements are based upon preliminary estimates and assumptions.  These preliminary estimates and assumptions could change significantly during the measurement period as UTMD finalizes the valuation of the net intangible assets and intangible assets acquired and liabilities assumed.  Any change could result in material variances between future financial results and the amounts presented in these unaudited pro forma combined condensed consolidated financial statements, including variances in fair values recorded, as well as expenses associated with these items.

The unaudited pro forma combined condensed consolidated statements of operations do not reflect nonrecurring acquisition-related charges resulting from the acquisition transaction.

The unaudited pro forma combined condensed consolidated statements are for information purposes only and do not purport to represent what the Company’s actual results would have been if the acquisition had been completed as of the date indicated above or that may be achieved in the future.  The unaudited pro forma combined condensed consolidated statement of operations does not include the effects of any cost savings from operating efficiencies and synergies that may result from the acquisition.

The unaudited pro forma combined condensed consolidated financial statements, including the notes thereto, should be read in conjunction with UTMD’s historical financial statements, filed with the SEC, its Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 3, 2011, and its Quarterly Report on Form 10-Q for the three months ended March 31, 2011 filed on May 10, 2011.

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UTAH MEDICAL PRODUCTS, INC.

UNAUDITED PRO FORMA COMBINED

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)
	Historical as of December 31, 2010
	Utah Medical			Femcare Group			Pro forma adjustments				Pro forma combined
ASSETS
Current assets:
Cash	$	3,818		$	5,499		$	(2,547	)	(A)	$	6,770
Investments, available-for-sale		14,718			-			(14,718	)	(A)		-
Accounts and other receivables, net		3,164			1,591			(2	)	(B)		4,753
Inventories		3,097			1,035							4,132
Prepaid expenses and other current assets		161			635			(203	)	(B)		593
Other current assets		185			2			(2	)	(B)		185
Total current assets		25,142			8,762			(17,472	)			16,432
Property and equipment, net		8,750			616							9,365
Goodwill - net		7,191			8,482			289		(C)		15,963
Intangible assets - net		-			9,738			27,466		(D)		37,203
Other intangible assets - net		155			101							256
Total assets	$	41,238		$	27,699		$	10,282			$	79,220
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	398		$	860						$	1,257
Accrued expenses		1,290			1,612			(469	)	(B)		2,433
Current portion of notes payable		215			281			5,016		(E)		5,513
Other		-			518			(241	)	(B)		277
Total current liabilities		1,903			3,271			4,307				9,481
Long term debt		909			38,966			(17,776	)	(E)		22,099
Deferred tax liability - intangible assets		-			2,755			6,016		(F)		8,771
Other long term liabilities		634			-			443		(B)		1,078
Total liabilities		3,446			44,991			(7,010	)			41,428
Stockholders' equity:
Preferred stock		-			9			(9	)	(G)		-
Common stock		36			7			(7	)	(G)		36
Accumulated other comprehensive (loss)		(1,275	)		-			-				(1,275	)
Additional paid-in capital		107			634			(634	)	(G)		107
Treasury shares		-			(206	)		206		(G)		-
Retained earnings (accumulated deficit)		38,924			(17,735	)		17,735		(G)		38,924
Total stockholders' equity		37,792			(17,292	)		17,292				37,792
Total liabilities and stockholders' equity	$	41,238		$	27,699		$	10,282			$	79,220
See notes to unaudited pro forma combined condensed consolidated financial statements.

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UTAH MEDICAL PRODUCTS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
	Historical For the Twelve Months Ended December 31, 2010
	Utah Medical			Femcare Group			Pro forma adjustments				Pro forma combined
Sales, net	$	25,121		$	15,367		$				$	40,488
Cost of goods sold		11,911			4,709							16,620
Gross profit		13,209			10,658							23,867
Operating expense:
Sales and marketing		1,537			2,234							3,772
Research and development		397			417							813
General and administrative		2,354			6,376			(545	)	(H)		8,185
Total operating expense		4,288			9,027			(545	)			12,770
Income from operations		8,922			1,631			545				11,097
Other income (expense):
Dividend and interest income		48			19							67
Capital gains and (losses) on investments		(9	)		-							(9	)
Royalty income		-			125							125
Interest expense		(25	)		(3,456	)		2,402		(I)		(1,079	)
Other, net		104			-							104
Total other income (expense)		119			(3,312	)		2,402				(791	)
Income before provision for income taxes		9,041			(1,682	)		2,947				10,306
Provision for income taxes		3,026			(173	)		425		(J)		3,279
Net income	$	6,014		$	(1,509	)	$	2,522			$	7,027
Earnings per common share (basic):	$	1.66									$	1.94
Earnings per common share (diluted):	$	1.65									$	1.93
Shares outstanding - basic		3,621										3,621
Shares outstanding - diluted		3,643										3,643
See notes to unaudited pro forma combined condensed consolidated financial statements.

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UTAH MEDICAL PRODUCTS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation.  On March 18, 2011, UTMD acquired Femcare pursuant to purchase agreements. The unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 is based on historical financial statements of UTMD and Femcare.  The unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 is presented as if the acquisition had occurred on December 31, 2010.  Historical Femcare balance sheet amounts assume a USD/GBP exchange rate of 1.5609.  The unaudited pro forma combined condensed consolidated financial information has been prepared by UTMD management.  Certain amounts from Femcare’s historical consolidated financial statements have been reclassified to conform with UTMD’s presentation.  Currency amounts in this report are in thousands, except per-share amounts and where noted.

The unaudited pro forma combined condensed consolidated statements of operations for the year ended December 31, 2010 are based on historical financial statements for the year then ended after giving effect to the acquisition adjustments.  The unaudited pro forma combined condensed consolidated statements of operations are presented as it the Femcare acquisition had occurred on January 1, 2010.  Historical Femcare statements of operations amounts assume an average USD/GBP exchange rate of 1.5506.

2.      Purchase Price Allocation.  On March 18, 2011, UTMD acquired Femcare in an all cash transaction valued at approximately $41 million, inclusive of all common equity and preferred equity preferences.  Femcare markets medical devices and instruments for gynecology, urology and general surgery, and is best known for its leading global brand the Filshie Clip – a female surgical contraception device (tubal ligation).  UTMD expects the business combination will provide diversification, expansion and integration benefits that each company separately did not have the opportunity to achieve.

The purchase price of $41 million is subject to adjustments.  A two-year $3.2 million escrow was set aside from the purchase price to back the warranties and representations of the sellers. UTMD is in the process of finalizing its valuation of certain tangible and intangible assets and residual goodwill acquired in the transaction which may result in a claim against the escrow and adjustment to the purchase price.  UTMD intends to complete its purchase price allocation no later than one year from the date of acquisition.  If a subsequent adjustment after one year is needed, it will be recorded as an expense or income.  The purchase price allocation below may change as more defined analyses are completed and additional information about fair value of assets and liabilities becomes available.  The purchase price was preliminarily allocated as follows:

Assets Acquired
	Accounts receivable		$	2,176
	Prepaid expenses			344
	Inventory			1,319
	Property and equipment			606
	Identifiable Intangibles
		Patents		97
		Non-compete agreements		162
		Trademarks, trade names		11,559
		Customer relationships		11,559
		Regulatory approvals & product certifications		15,419
	Goodwill			9,084
Total assets acquired				52,325
Liabilities Assumed
	Accounts payable			1,107
	Accrued expenses			1,049
	Deferred tax liability			9,084
Total liabilities assumed				11,241
Net assets acquired			$	41,084

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With respect to the assets acquired from Femcare, UTMD will amortize the patents and non-compete agreements over 10 and 5 years, respectively.  The other $38,537 in identifiable intangibles will be amortized over 15 years.  The $9,084 in deferred tax liability and goodwill results from the difference between the book basis and tax basis of the accumulated amortization of identifiable intangible assets.  The deferred tax liability will decline to zero over 15 years as the tax basis of the intangibles declines. The goodwill, which is not deductible for income tax purposes, will not be amortized, but will be written down if and when the value becomes impaired.

Estimated amortization expense for the identifiable intangibles is expected to be $2,584 per year for each of the next five years, assuming an average USD/GBP exchange rate of 1.60.

The Company expects to incur about $300 in total acquisition related expenses, comprised primarily of legal costs and long-term debt issuance costs related to loans from JPMorgan Chase Bank, N.A., all of which are being expensed as they occur.  Expenses that facilitated the acquisition transaction have been capitalized for income tax purposes.

3.      Long-Term Debt.  On March 17, 2011, UTMD obtained a $14,000 loan from JPMorgan Chase Bank, N.A. (Chase), to help finance the purchase price of Femcare. The terms and conditions of the loan require UTMD to a) repay the loan in equal monthly payments over 5 years, b) pay interest based on the 30-day LIBOR rate plus a margin starting at 2.80% and ranging from 2.00% to 3.75%, depending on the ratio of its funded debt to EBITDA (Leverage Ratio), c) pledge 65% of all foreign subsidiaries’ stock, d) provide first priority liens on all domestic business assets, e) maintain its Interest Coverage Ratio at 1.15 to 1.00 or better, f) maintain its Tangible Net Worth (TNW) above a minimum threshold 20% below UTMD’s TNW at closing on March 18, and g) maintain its Leverage Ratio at 2.75 to 1.00 or less.

On March 18, 2011, Femcare obtained an £8,000 ($12,934) loan from JP Morgan Chase, London Branch, to help refinance its debt as part of UTMD’s purchase of Femcare. Terms and conditions of the loan are the same as those listed above for the $14,000 U.S. loan.

4.      Pro Forma Adjustments.  The following is a summary of pro forma adjustments reflected in the unaudited pro forma combined condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained:

A. To record cash amounts paid to the prior owners of Femcare by UTMD as well as cash removed from Femcare by the former owners.  UTMD liquidated its investments to raise the required cash.

B To recognize amounts which were the responsibility of Femcare’s former owners as part of the acquisition.

C. To record the estimated fair value of goodwill resulting from the acquisition (see note 2, above).

D. To remove Femcare’s existing intangible assets and associated accumulated amortization, all of which was associated with the former owner’s purchase of Femcare in 2004, and  to record the estimated value of the intangibles assets resulting from the acquisitions (see note 2, above).

E. To remove Femcare’s existing notes payable, all of which were retired at the time of the acquisition, and to record the debt issued in connection with the acquisition (see note 3, above).

F. Deferred tax liabilities were recognized based on differences between the tax basis of the identifiable intangible assets acquired and the values recorded for financial reporting purposes.  Pro forma tax rates between 23% and 28% were used, in accordance with scheduled UK corporate tax rates, which decrease from 28% on January 1, 2011 to 23% on April 1, 2014.

G. Represents the elimination of Femcare’s historical stockholders’ equity.

H. To remove $2,976 in 2010 amortization expense on Femcare goodwill eliminated by the acquisition, to remove nonrecurring acquisition related expenses, and to record $2,505 in incremental amortization of identifiable intangibles (see note 2, above) resulting from the acquisition.

I. To remove Femcare’s 2010 interest expense, all of which was related to debt eliminated in the acquisition, and to recognize incremental interest expense on debt issued as a result of the acquisition.  Interest expense was estimated based on the average one-month LIBOR rate prevailing during the year ended December 31, 2010 for the portion of the debt that is subject to a floating rate, and on the fixed rates UTMD will pay over the term of the loans on the portion of the debt that has been fixed.

J. To record the impact on tax expense of the pro forma adjustments.

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