UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, ~~2011~~ 2012

o [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission file number ~~333~~000-~~137888~~54455

~~GLOBAL~~KEDEM ~~HEALTH~~PHARMACEUTICALS ~~VENTURES~~ INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0633727
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
409 Granville Street, Suite 1023 Vancouver, British Columbia, Canada		V6C 1T2
organization)
885 West Georgia Street, Suite 1500
Vancouver, British Columbia, Canada		V6C 3E8
(Address of principal executive offices)		(Zip Code)

(604) 324-4844

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None		N/A
Title of each class		Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o [ ] No þ[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o [ ] No þ[X]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ [X] No o[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o [ ] Accelerated filer o [ ] Non-accelerated filer o [ ] Smaller reporting company þ[X]

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

As of November 30, ~~2010~~2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $31,~~599~~592,~~556~~395, based on 8010,~~335~~615,~~559~~965 issued and outstanding shares of common stock and a closing price of $0.~~0511~~15 per share.

As of August 2428, ~~2011~~2012 the registrant’s outstanding common stock consisted of ~~191~~18,~~333~~193,~~192~~124 shares.

PRESENTATION OF INFORMATION

As used in this annual report, the terms “we”, “us”, “our”, “~~Global Health~~Kedem” and the “Company” mean ~~Global~~Kedem ~~Health~~Pharmaceuticals ~~Ventures~~ Inc. and its subsidiaries, unless otherwise indicated.

This annual report includes our audited financial statements as at and for the years ended May 31, ~~2011~~2012 and ~~2010~~2011. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

All financial information in this annual report is presented in U.S. dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in this annual report.

FORWARD-LOOKING STATEMENTS

This annual report, any supplement to this annual report, and any documents incorporated by reference in this annual report, include “forward-looking statements”. To the extent that the information presented in this annual report discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the risks and uncertainties outlined under the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this annual report, many of which are beyond our control.

These forward-looking statements include, but are not limited to, the following:

●

statements contained in Item 7 and the notes to our audited consolidated financial statements concerning our results of operations, financial condition and our ability to finance our business;

● statements contained in Item 1 concerning our products, operations and compliance with ~~law~~applicable laws; and

●

statements throughout this annual report concerning our legal structure, the regulation of our business and the markets for our common stock.

Factors that could cause actual results to differ materially include, but are not limited to the following:

●

risks related to government regulations and approvals of our products;

●

our need for additional capital to pursue our plan of operations;

●

our dependence on key personnel; and

●

our ability to compete effectively with competitors that have greater financial, marketing and other resources.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we reference in this annual report and have filed as exhibits with the understanding that our actual future results may be materially different from what we expect. You should not rely upon forward-looking statements as predictions of future events.

Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties. We cannot assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

TABLE OF CONTENTS

PART I	2
Item 1. Business	2	5
Item 1A. Risk Factors	12	17
Item 1B. Unresolved Staff Comments	12	17
Item 2. Properties	12	18
Item 3. Legal Proceedings	12	18
Item 4. (Removed and Reserved)	12
Item 4. Mine Safety Disclosures		18
PART II	13
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13	19
Item 6. Selected Financial Data	14	21
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	17	25
Item 8. Financial Statements and Supplementary Data	18	26
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	19	27
Item 9A. Controls and Procedures	19	27
Item 9B. Other Information	20	28
PART III	21
Item 10. Directors, Executive Officers and Corporate Governance	21	29
Item 11. Executive Compensation	24	34
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27	37
Item 13. Certain Relationships and Related Transactions, and Director Independence	28	39
Item 14. Principal Accountant Fees and Services	30
Item 14. Principal Accounting Fees and Services		42
PART IV	31
Item 15. Exhibits, Financial Statement Schedules	31	44

PART I

ITEM 1. BUSINESS

Overview

We were incorporated on April 25, 2006 pursuant to the laws of the State of Nevada. Our principal executive offices are located at 409 Granville Street, Suite 1023, Vancouver, British Columbia, Canada V6C 1T2. Our telephone number is (604) 324-4844 and our website is www.globalhealth3000.com. The information contained on our website does not form part of this annual report.

We are a development stage specialty pharmaceutical company engaged in developing proprietary platform technology that delivers drugs via the sublingual (under the tongue) route. We are also developing oral formulations of drugs which are intended to cause fewer stomach side effects than formulations of such drugs previously marketed by other pharmaceutical companies.

As at May 31, 2011, we had had not generated any revenues, had achieved losses since inception and had been issued a going concern opinion by our auditors. Since our inception, we have relied upon the sale of our securities or loans to fund our operations.

Development of Business

We were incorporated on April 25, 2006, under the name “Acting Scout Inc.”, pursuant to the laws of the State of Nevada.

On September 10, 2007, we filed Articles of Amendment to decrease our authorized capital from 80,000,000 shares of common stock to 14,000,000 shares of common stock.

On September 20, 2007, we changed our name to “Goldtown Investments Corp.” to better reflect our new business model. In addition, on September 20, 2007, we filed a Certificate of Change to increase our issued and outstanding, and our authorized, capital on a basis of fourteen (14) new shares of common stock for every one (1) existing share, from 11,023,000 issued and outstanding shares of common stock to 154,322,000 issued and outstanding shares, and from 14,000,000 authorized shares of common stock to 196,000,000 authorized shares.

On October 2, 2007, we entered into an agreement with Blair Law, our sole director and officer at the time, pursuant to which Mr. Law agreed to cancel 93,800,000 shares of our common stock which were held by him.

On September 29, 2008, Mr. Law resigned as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and we appointed Dr. Hassan Salari to fill the resulting vacancies.

On October 6, 2008, we changed our name from “Goldtown Investments Corp.” to “Global Health Ventures Inc.” as a result of a merger with Global Health Ventures Inc., our wholly-owned subsidiary that was incorporated solely to effect the name change. Our common stock trades on the OTC Bulletin Board and OTCQB under the symbol GHLV.

On March 15, 2009, we entered into a research contract with Globe Laboratories Inc. (“Globe Labs”), a company controlled by two individuals related to Dr. Salari, to engage Globe to conduct research on the sublingual technologies developed by Globe.

On May 14, 2009, we appointed Dr. David Filer and Christian Bezy to our Board of Directors. Also on May 14, 2009, we appointed Audrey Lew as our Chief Financial Officer and Dr. Salari resigned from this position.

On December 11, 2009, we acquired all of the outstanding shares of Posh Cosmeceuticals Inc. (“Posh”) in consideration for 4,000,000 shares of our common stock pursuant to a share exchange agreement with the shareholders of Posh. Posh owns technologies for dermal drug delivery, in particular for the growth of hair follicles and treatment of cellulite. These products are in the research stage.

On March 15, 2010, we entered into a license agreement (the “License Agreement”) with Globe for the exclusive use of Globe’s sublingual technology for our products. Under the License Agreement, we agreed to pay $50,000 per quarter to Globe from April 1, 2009 until the technology is put into commercial production, or the technologies are sold or sublicensed.

On June 15, 2011, we filed a Certificate of Designation to designate 10,000,000 shares of our authorized but unissued preferred stock as Series “A” Preferred Stock, and we entered into a debt conversion agreement with Dr. Salari pursuant to which he converted $54,000 worth of debt into 1,800,000 shares of our Series “A” Preferred Stock at a price of $0.03 per share.

On June 16, 2011, the holders of a majority of our issued and outstanding stock approved an amendment to our bylaws and an increase in our authorized capital from 196,000,000 shares of common stock, par value $0.0001, to 1,000,000,000 shares of common stock, par value $0.0001.

Our Business

We are a specialty pharmaceutical company that develops advanced next-generation drugs to displace current “blockbuster” drugs upon their loss of patent protection. Our core strength is our exclusive access to sublingual platform technology. This technology provides the foundation to design unique pharmaceuticals with properties that result in a market advantage through faster onset of action, increased availability, lower dosage, improved safety, fewer or less severe side effects, reduced dosing regiments, safer systems, taste masking and others. We believe these advantages will enable our products to establish themselves quickly in the market by displacing existing products in a relatively short period of time. Our lifestyle products are related to male sexual enhancement, anti-addiction and energy boosters. Our therapeutic products are related to weight loss and pulmonary disease management. We work with products that are already approved by the U.S. Food and Drug Administration (the “FDA”), but require better or faster absorption.

We also plan to reformulate existing products that currently have considerable side effects when manufactured with their current chemical formulation. We intend to develop these new products internally or license them from other pharmaceutical companies. We expect to have several products under development and we plan to bring them to the stages of partnership and co-marketing. Our most advanced product, X-Excite, has been contracted out to a manufacturing company in Romania to produce exclusively for the European market. This product has been manufactured and sent to a hospital in Bulgaria for human clinical trials. The clinical trials are supervised by Clinical Investigation Limited, a contract research organization incorporated in the United Kingdom.

Our Advantage

Over 85% of pharmaceutical drugs are administered in oral solid dosage form (i.e. tablets, caplets or capsules). These dosage forms are hampered by the amount that can be administered in one unit. Most quantities of drugs typically do not fully absorb and reach the blood stream because they are discharged through feces. Consequently, the dosage form has to be increased in order for a sufficient quantity to reach the blood stream. The oral tablet likely becomes unpractical when the dosage reaches 500 mg due to its amount and size, and our licensing agreement provides exclusive access to sublingual technologies which enable us to overcome typical limitations and create new, unique and better-performing branded specialty pharmaceutical products. Because the sublingual form generates a higher degree of drug absorption in the blood, formulations can be made smaller and with lower doses, yet the degree of efficacy may remain similar to larger formulations administered orally.

Products

We are a multi-product company. Our current portfolio of products includes:

1. X-Excite (male sexual enhancement drug)

2. Relax-B (anti-stress drug)

3. Nico-Z (nicotine replacement product)

4. V-Energy (energy booster product)

5. T-Slim (appetite suppressor drug)

6. POS001 (growth of hair follicles product)

7. POS002 (treatment of cellulite product)

X-Excite

X-Excite is a development stage sublingual formulation of sildenafil. Sildenafil is registered under the trade name of Viagra® and is currently marketed by Pfizer under patent protection until 2012/2013 (depending on the jurisdiction). Viagra® (sildenafil citrate) is indicated for the treatment of erectile dysfunction, which is the inability to achieve or maintain a penile erection sufficient for satisfactory sexual performance.

Pharmacodynamic of Sildenafil

After patients have taken Viagra®, it is unknown when nitrates, if necessary, can be safely administered. Plasma levels of sildenafil at 24 hours post-dose are much lower (2 ng/ml) than at peak concentration (440 ng/ml). In patients older than 65, hepatic impairment (e.g. cirrhosis), severe renal impairment (e.g. CLcr <30ml/min), concomitant use of potent cytochrome P-450 3A inhibitors (erythromycin) and plasma levels of sildenafil at 24 hours post-dose have been found to be three to eight times higher than those seen in younger, healthy patients. Although plasma levels of sildenafil at 24 hours post-dose are much lower than at peak concentration (i.e. 2 hours), it is unknown whether nitrates can be safely co-administered at this point. According to the study reported by Pfizer, some of the major side effects of orally administered dosages are documented in the clinical trials report.

Sildenafil Clinical Trial Adverse Drug Reactions

Clinical trials are conducted under very specific conditions. The adverse reaction rates observed in the clinical trials may not reflect the rates observed in practice and should not be compared to the rates in the clinical trials of another drug. Adverse drug reaction information from clinical trials is useful for identifying drug-related adverse events and for approximating rates. In trials of all designs, adverse events reported by patients receiving Viagra® were generally similar. In fixed-dose studies, the incidence of some adverse events increased with the dose. The nature of the adverse events in flexible-dose studies, which more closely reflect the recommended dosage regimen, was similar to that for fixed-dose studies.

When Viagra® was taken as recommended (on an as-needed basis) in flexible-dose and placebo-controlled clinical study trials, the following adverse events were reported:

Table 1. Adverse Events Reported by >2% of Patients Treated with Viagra® or Placebo in PRN Flexible-Dose Phase II/III Studies (Source: public info provided by Pfizer)

Percentage of Patients Reporting Event
Adverse Event	VIAGRA (n=734)	PLACEBO (n=725)
Headache	15.8%	3.9%
Flushing	10.5%	0.7%
Dyspepsia	6.5%	1.7%
Nasal Congestion	4.2%	1.5%
Respiratory Tract Infection	4.2%	5.4%
Flu Syndrome	3.3%	2.9%
Urinary Tract Infection	3.1%	1.5%
Abnormal Vision*	2.7%	0.4%
Diarrhea	2.6%	1.0%
Dizziness	2.22%	1.2%
Rash	2.22%	1.4%
Back Pain	2.22%	1.7%
Arthralgia	2.0%	1.5%

* Abnormal Vision: Mild and transient changes, predominantly impairment of color discrimination (blue/green), but also increased perception to light of blurred vision. At doses above the recommended dose range, adverse events are similar to those detailed above but generally were reported more frequently.

~~Gastrointestinal~~PART side effects: vomiting, gastritis, gastrointestinal disorder, flatulence, increased appetite, gastroenteritis, stomatitis, eructation, dysphagia, colitis, glossitis, constipation, rectal hemorrhage, mouth ulceration, esophagitis, rectal disorder, gingivitis and tooth disorder.I

~~Liver/~~ITEM ~~Bilary: Liver function tests showed abnormal alanine aminotransferase enzyme (ALT) which is an indicative of higher liver damage in the blood~~1. BUSINESS

Clearly, some of the side effects are due to the gastrointestinal absorption and liver/bilary system absorption of the drug. By avoiding gastric pathway and hepatic breakdown using a new route of administration (i.e. sublingual) some of those side effects can be reduced or prevented. Additionally, the rapid blood absorption will help to reduce the dosage while achieving the same benefits as orally administered drugs.Overview

~~Relax~~We were incorporated on April 25, 2006 pursuant to the laws of the State of Nevada. Our principal executive offices are located at 885 West Georgia Street, Suite 1500, Vancouver, British Columbia, Canada V6C 3E8; however, effective September 1, 2012 we plan to relocate such offices to 8755 Ash Street, Suite 1, Vancouver, British Columbia, Canada V6P 6T3. Our telephone number is (604) 324-B4844 and our website address is www.kedempharmaceuticals.com. The information contained on our website does not form part of this annual report.

~~This~~We ~~product~~are ~~utilizes~~a ~~propranolol~~development asstage ~~its~~specialty ~~active~~pharmaceutical ~~ingredient. Propranolol~~company engaged isin andeveloping ~~FDA~~proprietary ~~approved~~platform ~~drug~~technology ~~for~~that ~~hypertension~~delivers ~~and~~drugs ~~anxiety~~via ~~attack~~the ~~prescribed~~sublingual ~~worldwide. When~~(under ~~it is used at a low dose,~~ the ~~product~~tongue) ~~has a relaxant property and can reduce stress and anxiety~~route. We ~~have~~are ~~formulated~~also developing ~~propranolol~~oral toformulations ~~absorb~~of ~~sublingually~~drugs ~~and~~which ~~have~~are ~~used~~intended ~~taste masking products~~ to ~~reduce~~cause ~~the~~fewer ~~taste. Our~~stomach ~~plan~~side iseffects tothan ~~develop~~formulations ~~this~~of ~~product~~such ~~once~~drugs wepreviously marketed ~~secure~~by ~~further~~other ~~financing~~pharmaceutical companies.

~~Nico-Z~~As at May 31, 2012, we had not generated any revenues, had achieved losses since inception and had been issued a going concern opinion by our auditors. Since our inception, we have relied upon the sale of our securities or loans to fund our operations.

~~Nico-Z~~Development ~~is a sublingual formulation~~ of nicotine designed for cigarette replacement. We are using a small dose of nicotine (about 5 times less than commercial nicotine) and plan to achieve a higher concentration of nicotine in the blood in a much shorter time span. The rapid absorption of nicotine will be beneficial for individuals craving cigarette or tobacco products. Nico-Z is not designed for smoking cessation.Business

~~V-Energy~~We were incorporated on April 25, 2006, under the name “Acting Scout Inc.”, pursuant to the laws of the State of Nevada.

~~This~~On ~~product~~September is10, a2007, ~~sublingual~~we ~~formulation~~filed Articles of ~~vitamin~~Amendment ~~B6/B12. Vitamin B6/B12 is a stimulus and anti-tiredness compound. This product is reported~~ to decrease beour aauthorized ~~stimulant~~capital ~~several~~from ~~times more powerful than caffeine~~80,000,000 ~~yet~~shares ~~does not produce the side effects~~ of ~~caffeine~~common ~~such~~stock ~~as an increased heart rate and sleeping disorders. Vitamin B6/B12 is often used in cancer patients~~ to ~~help them be less tired and more energetic. Currently~~14,000,000 ~~vitamin~~shares ~~B6/B12~~of iscommon ~~administered by injection or taken orally~~stock. Injection is not a convenient way for drug delivery and also carries certain risks including infection. A sublingual formulation would therefore likely be the most convenient and acceptable route of administration.

~~T-Slim~~On September 20, 2007, we changed our name to “Goldtown Investments Corp.” to better reflect our new business model. In addition, on September 20, 2007, we filed a Certificate of Change to increase our issued and outstanding, and our authorized, capital on a basis of fourteen (14) new shares of common stock for every one (1) existing share, from 11,023,000 issued and outstanding shares of common stock to 154,322,000 issued and outstanding shares, and from 14,000,000 authorized shares of common stock to 196,000,000 authorized shares.

~~T-Slim~~On isOctober a2, ~~novel~~2007, ~~formulation~~we ofentered ~~catechin. Catechin~~into isan aagreement ~~flavonoid~~with ~~that~~Blair Law, isour ~~found~~sole indirector ~~higher plants~~ and ~~green~~officer ~~tea. Catechin~~at isthe atime, ~~major~~pursuant ~~component~~to inwhich ~~reducing appetite but has a poor oral absorption rate~~Mr. A ~~sublingual~~Law ~~formulation~~agreed ~~should~~to ~~result~~cancel ~~in increased availability~~93, ~~thus~~800,000 itshares ~~would~~of beour ~~most~~common ~~beneficial~~stock which ifwere ~~used~~held ~~whenever~~by ~~a person feels hungry to reduce their desire for food appreciably~~him.

~~POS001~~On September 29, 2008, Mr. Law resigned as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and we appointed Dr. Hassan Salari to fill the resulting vacancies.

~~This~~On ~~product~~October is6, a2008, ~~growth~~we ~~factor~~changed ~~which~~our isname ~~believed~~from “Goldtown Investments Corp.” to ~~promote~~“Global ~~the~~Health ~~growth~~Ventures Inc.” as a result of ~~hair~~a ~~follicles~~merger with Global Health Ventures Inc. We, our ~~intend~~wholly-owned tosubsidiary ~~develop~~that ~~this~~was ~~product~~incorporated ~~for~~solely ~~hair~~to ~~growth~~effect the name change.

~~POS002~~5

~~This~~On isMarch an15, ~~analog~~2009, ofwe ~~vitamin~~entered K2into ~~which~~a isresearch ~~designed~~contract ~~for~~with Globe ~~the~~Laboratories ~~treatment~~Inc. of(“Globe”), ~~cellulite. We~~a ~~plan~~company controlled by two individuals related to ~~develop~~Dr. ~~this~~Salari, ~~product~~to ~~once~~engage ~~all~~Globe ofto conduct ~~our~~research ~~other~~on ~~products~~the ~~have~~sublingual ~~been~~technologies developed by Globe.

WeOn ~~acquired~~May ~~POS001~~14, ~~and~~2009, ~~POS002~~we ~~pursuant~~appointed Dr. David Filer and Christian Bezy to our ~~acquisition~~Board of ~~Posh~~Directors. Also on ~~December~~May 1114, 2009., ~~These~~we ~~products~~appointed ~~are~~Audrey inLew ~~the~~as ~~research~~our ~~stage~~Chief ~~and~~Financial ~~have~~Officer ~~not~~and ~~materially~~Dr. ~~increased~~Salari ~~our~~resigned from ~~expenditures~~this position.

5On December 11, 2009, we acquired all of the outstanding shares of Posh Cosmeceuticals Inc. (“Posh”) in consideration for 4,000,000 shares of our common stock pursuant to a share exchange agreement with the shareholders of Posh. Posh owns technologies for dermal drug delivery, in particular for the growth of hair follicles and treatment of cellulite. These products are in the research stage.

~~Product~~On ~~Research~~March ~~and~~15, ~~Development~~2010, we entered into a license agreement (the “License Agreement”) with Globe for the exclusive use of Globe’s sublingual technology for our products. Under the License Agreement, we agreed to pay $50,000 per quarter to Globe from April 1, 2009 until the technology is put into commercial production, or the technologies are sold or sublicensed.

~~Our~~On ~~primary~~June ~~research~~15, ~~has~~2011, ~~been~~we ~~focused~~filed ona ~~developing~~Certificate ~~our new formulation~~ of ~~drug~~Designation ~~delivery technology. We continue~~ to designate ~~improve drug bioavailability and formulations to maximize absorption. During the next 12 months~~10,000,000 weshares ~~intend to work on the formulation~~ of our ~~drugs,~~authorized ~~including~~but ~~the~~unissued ~~study~~preferred ~~and~~stock ~~investigation~~as ofSeries ~~the~~“A” ~~rate~~Preferred ~~of absorption into the blood stream. Further~~Stock, ~~we intend to evaluate the dose ratio between active chemicals~~ and ~~other ingredients. Our aim is to improve drug availability and maximize absorption, and~~ we ~~also~~entered into ~~intend to set out~~ a ~~formula~~debt ~~for~~conversion ~~drug~~agreement towith ~~body mass ratio~~Dr. We ~~plan~~Salari pursuant to ~~conduct research on other ingredients~~ which ~~can~~he beconverted ~~used~~$54,000 toworth ~~enhance~~of ~~skin~~debt ~~penetration. During~~into ~~the years ended May 31~~1, ~~2011 and 2010~~800,000 weshares ~~spent~~of our ~~approximately~~Series ~~$664,499~~“A” ~~and~~Preferred ~~$482,502,~~Stock ~~respectively,~~at ona ~~research~~price ~~and~~of ~~development~~$0.03 ~~activities~~per share.

~~The~~On ~~following~~June ~~sets~~16, ~~forth~~2011, ~~information~~the ~~relating~~holders of a majority of our issued and outstanding stock approved an amendment to ~~the~~our ~~stage~~bylaws and an increase in our authorized capital from 196,000,000 shares of common ~~development~~stock, par value $0.0001, to 1,000,000,000 shares of ~~our~~common ~~products:~~stock, par value $0.0001.

Product	Stage of Development	Approximate Marketing Date
X-Excite	Clinical Phase I	2013
Relax-B	Filing for Phase I	2014
Nico-Z	Research	2016
V-Energy	Research	2016
T-Slim	Research	2016
POS001	Research	2018
POS002	Research	2018

On July 1, 2011, we appointed Dr. Lola Maksumova as our Chief Operating Officer and Senior Vice President.

~~X-Excite~~On isSeptember ~~our~~15, ~~most~~2011, ~~advanced~~we ~~product~~entered ~~and~~into ~~has been contracted out to~~ a ~~manufacturing~~debt ~~company~~conversion agreement inwith ~~Romania to produce exclusively for the European market~~Dr. ~~The~~ ~~product~~Salari ~~was~~pursuant ~~manufactured in accordance with European regulatory guidelines and was sent~~ to awhich ~~hospital~~he inconverted ~~Bulgaria~~$100,000 ~~for~~worth ~~Phase~~of Idebt ~~human~~into ~~clinical trials. The clinical trials were supervised by Clinical Investigation Limited~~5,000,000 ashares ~~contract~~of ~~research organization incorporated in~~ the ~~United Kingdom. The data from the clinical trials met~~ our ~~expectations~~Series ~~and~~“A” Preferred weStock ~~plan~~at toa ~~proceed~~price ~~with Phase III trials in June 2012. Phase III clinical trials~~ of ~~X-Excite are planned for 2012~~$0. We02 doper ~~not anticipate any hindrances to the progress of this product~~share.

WeOn ~~have~~September ~~filed~~23, ~~with~~2011, ~~regulatory~~we ~~bodies~~changed inour ~~Europe~~name tofrom ~~conduct~~“Global Health ~~Phase~~Ventures IInc.” ~~clinical~~to ~~trials~~“Kedem ~~for~~Pharmaceuticals ~~Relax-B~~Inc.” ~~and~~as ~~are~~a ~~awaiting~~result ~~the~~of ~~required~~a ~~approval~~merger inwith ~~that~~Kedem ~~regard~~Pharmaceuticals Inc. ~~Our~~, our ~~remaining~~wholly-owned ~~products~~subsidiary ~~are~~that inwas ~~the~~incorporated ~~early~~solely ~~stages~~to ofeffect ~~development~~the ~~and~~name ~~we are conducting research for their development~~change.

~~Our~~On ~~Technology~~September 26, 2011, we completed a 1 for 20 reverse split of our common stock and effected a corresponding decrease in our authorized capital. As a result of the reverse split, our authorized common stock decreased from 1,000,000,000 shares to 50,000,000, and our issued and outstanding common stock decreased from 196,333,192 shares to 9,816,660. We currently have 18,193,124 issued and outstanding shares of common stock.

~~The~~Our ~~sublingual~~common ~~technology~~stock istrades ~~exclusively~~on ~~available~~the toOTCQB usunder ~~through~~the ~~our~~symbol ~~License Agreement with Globe dated March 15, 2010~~KDMP. ~~It consists of a diverse portfolio of products as described in this annual report.~~

We will most likely use specific formula technologies oriented around sublingual dosage to develop our specialty pharmaceutical products. However, all of the technologies will be available to us depending on the particular needs of development and commercial programs.6

ItOur is our goal to develop technologies beyond those available from Globe and other partners to meet future market demands. Such efforts are expected to drive branded pharmaceutical manufacturers to us as these companies look to maintain their market position.Business

~~Competitive~~We ~~Technologies~~are a specialty pharmaceutical company that develops advanced next-generation drugs to displace current “blockbuster” drugs upon their loss of patent protection. Our core strength is our exclusive access to sublingual platform technology. This technology provides the foundation to design unique pharmaceuticals with properties that result in a market advantage through faster onset of action, increased availability, lower dosage, improved safety, fewer or less severe side effects, reduced dosing regiments, safer systems, taste masking and others. We believe these advantages will enable our products to establish themselves quickly in the market by displacing existing products in a relatively short period of time. Our lifestyle products are related to male sexual enhancement, anti-addiction and energy boosters. Our therapeutic products are related to weight loss and pulmonary disease management. We work with products that are already approved by the U.S. Food and Drug Administration (the “FDA”), but require better or faster absorption.

We ~~believe~~also ~~current~~plan ~~technologies~~to ~~used~~reformulate byexisting ~~other~~products ~~specialty~~that ~~pharmaceutical~~currently have ~~companies~~considerable ~~are~~side ~~deficient~~effects inwhen ~~several~~manufactured ~~ways. Overall,~~with their current ~~technologies~~chemical ~~add~~formulation. ~~significant~~We ~~manufacturing~~intend ~~expenses~~to ~~beyond~~develop ~~the~~these ~~inherent~~new ~~cost~~products internally ofor ~~the~~license ~~chemically~~them ~~active~~from ~~ingredient~~other (ipharmaceutical companies.e. ~~drug)~~We ~~and~~expect ~~standard~~to ~~costs~~have ~~associated~~several ~~with~~products ~~making~~under ~~more~~development ~~classical dosage forms such as tablets~~ and ~~capsules. In~~we ~~addition,~~plan to ~~most~~bring ofthem to the ~~technology~~stages ~~platforms fall short~~ of ~~being~~partnership ~~able~~and toco-marketing. ~~deliver~~Our ~~the~~most ~~performance~~advanced ~~required for acceptance of the~~ product~~. For example~~, ~~taste~~X-~~masked~~Excite, ~~systems~~has ~~usually~~been docontracted ~~not~~out ~~mask~~to ~~the~~a manufacturing ~~taste~~company ~~of the drug~~ in aRomania ~~sufficient manner~~ to ~~render~~produce itexclusively ~~palatable. Also,~~for ~~such systems can inhibit~~ the ~~drug~~European ~~from~~market. ~~being~~This ~~readily~~product ~~absorbed,~~has ~~which~~been ~~would~~manufactured ~~prevent~~and itsent ~~from~~to a ~~being~~hospital ~~classified~~in asBulgaria anfor ~~immediate~~human ~~release~~clinical ~~system~~trials. ~~Our~~ ~~formulation~~The ~~has~~clinical ~~overcome~~trials ~~these~~are ~~problems. The~~supervised ~~combination~~by ofClinical ~~taste~~Investigation ~~masking~~Limited, ~~rapid~~a ~~dissociation~~contract research ~~and~~organization ~~adhesiveness~~incorporated ~~make~~in ~~our products rapidly absorbable through~~ the ~~pores~~United ~~and provide superior performance activity, thereby reducing dosage and side effects~~Kingdom.

6Our Advantage

~~The~~Over ~~current~~85% ~~formulations~~of ~~used~~pharmaceutical bydrugs ~~other~~are ~~companies~~administered ~~consist~~in oforal solid ~~coating~~dosage ~~beads~~form (i.e. tablets, caplets or ~~large~~capsules). ~~particles~~These ~~that~~dosage forms are hampered by the amount that can be administered in one unit. Most quantities of drugs typically ~~over~~do ~~300~~not ~~microns~~fully ~~with~~absorb anand ~~aqueous~~reach the blood stream because they are discharged through feces. Consequently, the dosage form has to be increased in order for a sufficient quantity to reach the blood stream. The oral tablet likely becomes unpractical when the dosage reaches 500 mg due to its amount and size, and our licensing agreement provides exclusive access to sublingual technologies which enable us to overcome typical limitations and create new, unique and better-~~based~~performing branded ~~coating~~specialty pharmaceutical products. ~~These~~ ~~systems~~Because ~~pose~~the sublingual form generates a higher degree of drug absorption in the ~~following~~blood, formulations ~~problems:~~can be made smaller and with lower doses, yet the degree of efficacy may remain similar to larger formulations administered orally.

~~1. Particles are too large and leave a gritty feel in the mouth;~~Products

2.We ~~Tablets~~are ~~have~~ a ~~drug~~multi-product ~~content~~company. ~~that~~Our iscurrent ~~about~~portfolio ~~50%~~ of products ~~their total weight;~~includes:

31. ~~Pharmaceutical~~X-Excite ~~products~~(male ~~are~~sexual ~~restricted~~enhancement ~~to lower dosage products;~~drug)

42. ~~Coatings~~Relax-B ~~are non~~(anti-~~elastic~~stress ~~and break quickly;~~drug)

53. ~~Coatings~~Nico-Z ~~inhibit~~(nicotine ~~the~~replacement ~~release of drugs into the mouth and do not meet strict requirements for immediate release; and~~product)

64. ~~Processes~~V-Energy ~~are~~(energy ~~lengthy,~~booster ~~costly and require strict handling.~~product)

~~The leaders in the field that promote these services include Catalent Pharma Solutions, Coating Place, Inc~~5., ~~Contract~~T-Slim ~~PharmaCal,~~(appetite ~~Eurand~~suppressor ~~and EthyPharm.~~drug)

Our products that require taste masking have many advantages over competing technologies and, in most cases, offer the only means known to produce the desired benefits. We believe that the formulation systems we employ are state-of-the art and are not known to be in practice anywhere in the pharmaceutical field. These technologies are very robust and consist of taste-masking small drug particles that are typically less than 250 microns with an adhesive component. These systems pose the following advantages:7

~~1. Particles are very small and do not leave a gritty feel in the mouth;~~X-Excite

2X-Excite is a development stage sublingual formulation of sildenafil. ~~Particles~~Sildenafil ~~are~~is ~~small~~registered ~~enough~~under tothe betrade ~~placed~~name inof ~~thin~~Viagra® ~~films~~and is currently marketed by Pfizer under patent protection until 2012/2013 (depending on the jurisdiction). Viagra® (sildenafil citrate) is indicated for the treatment of erectile dysfunction, ~~similar~~which is the inability to ~~Listerine~~achieve ~~Thin~~or ~~Strips;~~maintain ~~and~~a penile erection sufficient for satisfactory sexual performance.

3.Pharmacodynamic ~~Particles have drug content in excess~~ of 50% w/w and typically greater than 80% w/w enabling products to be smaller and contain a higher dosage – some products may be capable of delivering up to a 1,500 mg oral equivalent in a single tablet.Sildenafil

~~Our~~After ~~products~~patients ~~contain~~have ~~rapidly~~taken ~~disintegrating~~Viagra®, ~~compositions~~it ~~that~~is unknown when nitrates, if necessary, can be safely administered. Plasma levels of sildenafil at 24 hours post-dose are ~~coated~~much lower (2 ng/ml) than at peak concentration (440 ng/ml). In patients older than 65, hepatic impairment (e.g. cirrhosis), severe renal impairment (e.g. CLcr <30ml/min), concomitant use of potent cytochrome P-450 3A inhibitors (erythromycin) and plasma levels of sildenafil at 24 hours post-dose have been found to be three to eight times higher than those seen in younger, healthy patients. Although plasma levels of sildenafil at 24 hours post-dose are much lower than at peak concentration (i.e. 2 hours), it is unknown whether nitrates can be safely co-administered at this point. According to the study reported by ~~taste~~Pfizer, ~~masking~~some ~~chemicals~~of the major side effects of orally administered dosages are documented in the clinical trials report.

~~Other~~Sildenafil ~~companies’~~Clinical ~~technologies~~Trial ~~enable~~Adverse ~~drugs~~Drug to be absorbed in the gastrointestinal tract, but produce unwanted side effects. Additionally, orally absorbed drugs break down in the liver upon first absorption by the body. It is known that a large number of side effects associated with drugs are due to the liver breakdown metabolites. According to Pfizer filings with FDA, sildenafil breaks down in the liver, which may involve some side effects such as headaches, flushing, etc.Reactions

~~Intellectual~~Clinical ~~Property~~trials are conducted under very specific conditions. The adverse reaction rates observed in the clinical trials may not reflect the rates observed in practice and should not be compared to the rates in the clinical trials of another drug. Adverse drug reaction information from clinical trials is useful for identifying drug-related adverse events and for approximating rates. In trials of all designs, adverse events reported by patients receiving Viagra® were generally similar. In fixed-dose studies, the incidence of some adverse events increased with the dose. The nature of the adverse events in flexible-dose studies, which more closely reflect the recommended dosage regimen, was similar to that for fixed-dose studies.

~~Our~~When ~~success~~Viagra® ~~depends,~~was intaken ~~part,~~as recommended (on ~~our~~an ~~ability to obtain and maintain proprietary protection for our products, technology and know~~as-~~how,~~needed basis) to operate without infringing the proprietary rights of others and to prevent others from infringing our proprietary rights. Our policy is to protect our proprietary position by, among other methods, filing patent applications in ~~the~~flexible-dose ~~United States~~ and ~~elsewhere~~placebo-controlled ~~related~~clinical tostudy ~~our proprietary technology~~trials, ~~inventions and improvements that are important to~~ the ~~development~~following ofadverse ~~our~~events ~~business. We~~were ~~also rely on trade secrets, know-how, continuing technological innovation and in-licensing opportunities to develop and maintain our proprietary position.~~reported:

~~Our~~Table ~~patent~~1. ~~portfolio~~Adverse ~~includes~~Events ~~one~~Reported ~~patent~~by ~~pending~~>2% inof ~~the~~Patients Treated ~~United~~with ~~States~~Viagra® ~~and~~or aPlacebo ~~similar patent pending~~ in ~~foreign~~PRN ~~countries~~Flexible-Dose ~~and~~Phase ~~regions~~II/III ~~under~~Studies ~~the~~(Source: ~~Patent~~public ~~Cooperation~~info ~~Treaty. Our~~provided ~~patent appears under the heading “Method of Delivering Pharmaceutical Products Sublingually,” and is our core asset. The patent was filed~~ by ~~Globe, but under the License Agreement we obtained the rights to use the patent worldwide, on an exclusive basis, for any drug or product that uses the technology described in the patent.~~Pfizer)

In addition to the patent, we may rely in some circumstances on trade secrets to protect our technology. However, trade secrets are difficult to protect, so we seek to protect our proprietary technology and processes, in part, by executing confidentiality agreements with our employees, consultants, scientific advisors and other contractors, as well as enforcing physical security of our premises and our information technology systems. In addition, our trade secrets may otherwise become known or independently discovered by competitors. If our consultants or contractors use intellectual property owned by others in their work for us, disputes may arise.

Percentage of Patients Reporting Event
Adverse Event	VIAGRA (n=734)			PLACEBO (n=725)
Headache		15.8	%		3.9	%
Flushing		10.5	%		0.7	%
Dyspepsia		6.5	%		1.7	%
Nasal Congestion		4.2	%		1.5	%
Respiratory Tract Infection		4.2	%		5.4	%
Flu Syndrome		3.3	%		2.9	%
Urinary Tract Infection		3.1	%		1.5	%
Abnormal Vision *		2.7	%		0.4	%
Diarrhea		2.6	%		1.0	%
Dizziness		2.22	%		1.2	%
Rash		2.22	%		1.4	%
Back Pain		2.22	%		1.7	%
Arthralgia		2.0	%		1.5	%

7* Abnormal Vision: Mild and transient changes, predominantly impairment of color discrimination (blue/green), but also increased perception to light of blurred vision. At doses above the recommended dose range, adverse events are similar to those detailed above but generally were reported more frequently.

~~License Agreement~~8

OnGastrointestinal ~~March~~side ~~15,~~effects: ~~2009~~vomiting, gastritis, wegastrointestinal ~~entered~~disorder, ~~into~~flatulence, aincreased ~~research~~appetite, ~~contract~~gastroenteritis, ~~with~~stomatitis, ~~Globe~~eructation, ~~Laboratories~~dysphagia, ~~Inc.~~colitis, glossitis, aconstipation, ~~company~~rectal ~~controlled~~hemorrhage, bymouth ~~two~~ulceration, ~~individuals~~esophagitis, ~~related~~rectal ~~to Hassan Salari~~disorder, ~~our~~gingivitis ~~officer~~ and ~~director~~tooth ~~(Julian Salari and Frederick Salari), to engage Globe to conduct research on the sublingual technologies developed by Globe~~disorder.

OnLiver/ ~~March~~Bilary: ~~15,~~Liver ~~2010,~~function tests weshowed ~~entered~~abnormal ~~into~~alanine ~~the~~aminotransferase ~~License~~enzyme ~~Agreement~~(ALT) ~~with Globe, a company incorporated in British Columbia, Canada, pursuant~~ which weis ~~acquired~~an ~~the~~indicative ~~exclusive use~~ of ~~Globe’s~~higher ~~sublingual~~liver ~~technology~~damage ~~for~~in ~~drug delivery for our products. We agreed to pay $50,000 per quarter to Globe from April 1, 2009 until~~ the ~~technology is put into commercial production, or the technologies are sold or sublicensed~~blood. In ~~addition, for each product we develop using the same formulation, we agreed to pay to Globe the following fees:~~

~~1. $25~~Clearly,~~000~~ ~~upon~~some of the ~~commencement~~side ofeffects ~~Phase~~are Idue (to the gastrointestinal absorption and liver/bilary system absorption of the drug. ~~safety~~By avoiding gastric pathway and ~~tolerability~~hepatic ~~study~~breakdown using a new route of administration (i.e. sublingual); some of those side effects can be reduced or prevented. Additionally, the rapid blood absorption will help to reduce the dosage while achieving the same benefits as orally administered drugs.

~~2. $250,000 upon the completion of Phase I;~~Relax-B

3.This ~~$1,000,000~~product ~~upon~~utilizes ~~the~~propranolol ~~completion~~as ofits ~~Phase~~active ~~III~~ingredient. Propranolol ~~(or~~is ~~similarly~~an FDA approved ~~trials~~drug for hypertension and anxiety attack prescribed worldwide. When it is used at a low dose, ~~such~~the product ashas ~~505(b)2)~~a ~~(drug~~relaxant ~~concentration~~property ~~measurement~~and incan ~~comparison~~reduce stress and anxiety. We have formulated propranolol to absorb sublingually and have used taste masking products to reduce the ~~existing~~taste. ~~formula);~~Our plan is to develop this product once we secure further financing.

~~4. $3,500,000 upon the first anniversary of sale; and~~Nico-Z

5.Nico-Z 2%is a sublingual formulation of ~~the~~nicotine ~~net~~designed ~~sales~~for cigarette replacement. We are using a small dose of ~~all~~nicotine ~~products~~(about ~~licensed~~5 times less than commercial nicotine) and plan to usachieve a byhigher ~~Globe~~concentration (of nicotine in the ~~“Royalty~~blood ~~Payments”)~~in a much shorter time span. The rapid absorption of nicotine will be beneficial for individuals craving cigarette or tobacco products. Nico-Z is not designed for smoking cessation.

All payments under the License Agreement are due within 30 days of such milestone, excluding the Royalty Payments, which are due 60 days following the end of the fiscal quarter in which the sales occur.9

~~Technology Assessment~~V-Energy

~~The~~This ~~technologies~~product ofis a sublingual ~~drug~~formulation ~~delivery~~of ~~are~~vitamin ~~specific~~B6/B12. Vitamin toB6/B12 ~~our~~is ~~projects~~a stimulus and ~~business~~anti-tiredness compound. We ~~will~~This ~~rely~~product onis ~~our~~reported ~~review~~to ofbe ~~product~~a ~~development~~stimulant ~~results~~several ~~from~~times ~~clinical~~more ~~trials~~powerful than ascaffeine, ~~one~~yet ~~means~~does tonot ~~measure~~produce the ~~effectiveness~~side effects of caffeine such as an increased heart rate and sleeping disorders. Vitamin B6/B12 is often used in cancer patients to help them be less tired and more energetic. Currently, vitamin B6/B12 is administered by injection or taken orally. Injection is not a convenient way for drug delivery and also carries certain risks including infection. A sublingual formulation would therefore likely be the ~~technologies~~most ~~available~~convenient and ~~assess~~acceptable ~~their~~route ~~commercial~~of ~~viability~~administration.

It is understood that the sublingual formulation is a platform which will apply to any of the products we propose. We have used this formulation to develop new drugs over the past few years and it has proven to be viable and applicable. All of these remain patentable without any expected issues in the patent process. Samplings of systems have already demonstrated a standard level in the pharmaceutical and life style market. These systems were analyzed without compromising the ability to further secure the intellectual property rights of the technologies.T-Slim

~~New~~T-Slim ~~Generations~~is a novel formulation of ~~Technology~~catechin. Catechin is a flavonoid that is found in higher plants and green tea. Catechin is a major component in reducing appetite but has a poor oral absorption rate. A sublingual formulation should result in increased availability, thus, it would be most beneficial if used whenever a person feels hungry to reduce their desire for food appreciably.

ItProduct isResearch ~~our goal to continue to develop technologies~~ and partnerships with other organizations equipped with novel systems to meet the future demand for pharmaceuticals. These efforts are expected to drive branded pharmaceutical manufacturers to us, as they look to maintain their market position. An example of this includes products that have tremendous market potential but weak market acceptance, such as Fosamax® from Merck, which is an excellent drug for the treatment of osteoporosis and bone associated cancers. However, this drug has an extremely poor oral absorption rate, and as a result its sales have decreased significantly.Development

Our primary research has been focused on developing our new formulation of drug delivery technology. We ~~believe~~continue ~~that~~to weimprove ~~can~~drug ~~increase~~bioavailability ~~the~~and ~~oral~~formulations to maximize absorption. During the next 12 months, we intend to work on the formulation of our drugs, byincluding ~~enhancing~~the ~~their~~study ~~oral~~and ~~dissociation~~investigation ~~and~~of ~~through~~the ~~chemical~~rate ~~and~~of ~~mechanical~~absorption into ~~technologies~~the blood stream. ~~These~~ ~~technologies~~Further, ~~include~~we ~~using~~intend ~~nano-particulate~~to ~~carbon~~evaluate ~~fiber~~the ~~emulsified~~dose ~~with~~ratio between active ~~ingredients~~chemicals and ~~better~~other ~~coating~~ingredients. If ~~the~~Our ~~absorption~~aim ofis to ~~such~~improve ~~drugs~~drug ~~are~~availability ~~significantly~~and ~~enhanced~~maximize absorption, ~~then~~and we ~~believe~~also ~~that~~intend ~~the~~to ~~revenue~~set out a formula for drug to body mass ratio. We plan to conduct research on other ingredients which can be ~~derived~~used ~~from~~to ~~them~~enhance ~~will~~skin ~~increase~~penetration. ~~significantly~~During the years ended May 31, 2012 and 2011, we spent approximately $846,473 and $664,499, respectively, on research and development activities.

8The following sets forth information relating to the stage of development of our products:

Operations and Capacity

Product	Stage of Development	Approximate Marketing Date
X-Excite	Clinical Phase I	2013
Relax-B	Filing for Phase I	2014
Nico-Z	Research	2016
V-Energy	Research	2016
T-Slim	Research	2016

Our development plan requires technologies that are readily transferrable to commercial settings in order to quickly advance the development of new and unique branded specialty pharmaceutical products.10

~~The~~X-Excite ~~technologies~~is ofour ~~sublingual~~most ~~products~~advanced ~~incorporate~~product ~~standard~~and ~~pharmaceutical~~has ~~manufacturing~~been ~~and~~contracted out ~~process~~to ~~equipment,~~a ~~such~~manufacturing ascompany ~~tablet~~in ~~presses~~Romania ~~and~~to ~~fluid~~produce ~~bed~~exclusively ~~coaters~~for the European market. ~~Drugs~~ ~~can~~The beproduct was manufactured onin ~~site~~accordance with orEuropean ~~with~~regulatory ~~our~~guidelines ~~business~~and ~~alliances~~was sent to a hospital in Bulgaria for Phase I human clinical trials. ~~This~~ ~~type~~The ofclinical ~~manufacturing~~trials were ~~equipment~~supervised ~~and~~by ~~operation~~Clinical Investigation Limited, ~~when~~a ~~used~~contract inresearch ~~accordance~~organization ~~with~~incorporated in the ~~process~~United ~~specifications~~Kingdom. ~~required~~The bydata from the ~~technologies,~~clinical istrials ~~readily~~met ~~accepted~~our byexpectations ~~regulatory~~and ~~bodies~~we asplan ~~being~~to ~~capable~~proceed with Phase I trials in North America in 2013. Phase III clinical trials of ~~producing~~X-Excite ~~products~~are ~~under~~planned ~~current~~for ~~Good~~2014. ~~Manufacturing~~We ~~Practices~~do ~~(cGMPs)~~not anticipate any hindrances to the progress of this product.

~~All~~We ~~equipment~~plan ~~necessary~~ to ~~manufacture~~file ~~our~~to ~~products~~conduct isPhase ~~available~~I ~~and~~clinical ~~supported~~trials byfor ~~well~~Relax-B in ~~established~~2015. ~~service~~Our ~~providers~~remaining ~~that~~products ~~have~~are ~~been~~in ~~allied~~the ~~with~~early usstages ~~for~~of ~~many~~development ~~years,~~ and ~~with~~we ~~which~~are weconducting ~~maintain~~research ~~agreements~~for their development.

~~Employees~~Our Technology

WeThe ~~are~~sublingual ~~operated~~technology byis ~~Hassan~~exclusively ~~Salari,~~available ~~who~~to ~~serves~~us through as our ~~President,~~License ~~Chief~~Agreement ~~Executive~~with ~~Officer,~~Globe ~~Secretary,~~dated ~~Treasurer~~March ~~and director. In addition~~15, ~~Audrey Lew serves as our Chief Financial Officer~~2010. ~~Currently,~~ weIt ~~have~~consists ~~three~~of ~~employees. We~~a ~~may~~diverse ~~hire~~portfolio ~~additional~~of ~~employees~~products ~~when~~as ~~circumstances~~described ~~warrant, however, we do not anticipate hiring additional employees~~ in ~~the~~this annual ~~near future~~report. ~~We presently conduct our business through agreements with consultants and arms-length third parties.~~

~~Marketing~~We will most likely use specific formula technologies oriented around sublingual dosage to develop our specialty pharmaceutical products. However, all of the technologies will be available to us depending on the particular needs of development and commercial programs.

~~Our~~It ~~marketing~~is ~~plan will be based on two strategies:~~ our ~~first~~goal ~~strategy is~~ to ~~market~~develop ~~directly~~technologies tobeyond ~~selective~~those ~~international~~available from ~~markets~~Globe ~~if the cost of advertising~~ and ~~sales are reasonable. Our~~ other ~~strategy~~partners is to ~~recruit~~meet ~~local~~future ~~and~~market ~~international partners~~demands. We ~~plan~~Such toefforts ~~enter into agreements with those companies that have a large marketing system and~~ are ~~recognized~~expected ~~internationally. In~~to ~~doing~~drive ~~so,~~branded ~~we anticipate maximizing the market potential for our products by collaborating with leading~~ pharmaceutical ~~and consumer-based companies. We plan~~ manufacturers to ~~enter into third party agreements with marketing specialists to help~~ us ~~determine~~as ~~various target indicators, which will facilitate our marketing process. In entering into~~ these ~~agreements,~~companies ~~our~~look ~~goal will be~~ to maintain ~~co-promotion~~their ~~and~~market ~~co-commercialization rights, in some countries and in various forms~~position. ~~We expect to contract with third parties to warehouse and distribute our products and to provide administrative functions, such as accounts receivable management and other similar activities.~~

~~Competition~~Competitive Technologies

We ~~are~~believe ~~competing~~current ~~with~~technologies ~~other~~used ~~companies~~by ~~for~~other ~~both~~specialty ~~financing~~pharmaceutical companies ~~and~~are ~~the~~deficient ~~acquisition~~in ofseveral ~~prospective healthcare technologies~~ways. In ~~seeking~~Overall, ~~out~~current ~~such~~ technologies weadd ~~have~~significant ~~encountered~~manufacturing ~~intense~~expenses ~~competition~~beyond ~~from~~the ~~other~~inherent cost ~~development~~of ~~stage~~the ~~companies~~chemically ~~and~~active ~~established~~ingredient ~~international companies~~(i. ~~Our~~e. ~~competitors~~drug) ~~include~~and ~~fully~~standard ~~integrated~~costs ~~pharmaceutical~~associated ~~and~~with ~~biotechnology~~making ~~companies~~more asclassical ~~well~~dosage forms such as ~~universities~~tablets and ~~public~~capsules. ~~and~~In ~~private~~addition, ~~research~~most ~~institutions. Many~~ of ~~our~~the ~~competitors~~technology ~~have~~platforms ~~substantially~~fall ~~greater~~short ~~capital~~of ~~resources,~~being ~~larger~~able ~~research~~to ~~facilities~~deliver ~~and~~the ~~development~~performance ~~staffs,~~required for ~~greater~~acceptance ~~experience~~of inthe product. ~~development~~For ~~and~~example, ~~obtaining~~taste-masked ~~regulatory~~systems ~~approvals~~usually ~~and~~do ~~greater~~not ~~marketing~~mask ~~capabilities~~the ~~than~~taste weof ~~do. As~~the adrug ~~result,~~in ~~these~~a ~~competitors~~sufficient ~~may~~manner to berender ~~able~~it topalatable. ~~spend~~Also, ~~greater~~such ~~amounts~~systems oncan inhibit the ~~acquisition~~drug ~~and~~from ~~development~~being ofreadily ~~healthcare~~absorbed, ~~technologies. This~~which ~~competition~~would ~~could~~prevent ~~result~~it infrom ~~our~~being classified ~~competitors~~as ~~obtaining~~an ~~technologies~~immediate ofrelease ~~greater~~system. ~~quality~~Our ~~and~~formulation ~~attracting~~has ~~prospective~~overcome ~~investors~~these toproblems. ~~finance~~The ~~the~~combination ~~development~~ of ~~such~~taste ~~technologies~~masking, onrapid dissociation ~~more~~and ~~favorable~~adhesiveness ~~terms. Due~~make toour ~~this~~products ~~competition,~~rapidly weabsorbable ~~may~~through ~~become~~the ~~involved~~pores inand anprovide ~~acquisition~~superior ~~with~~performance ~~more~~activity, thereby ~~risk~~reducing ordosage ~~obtain~~and ~~financing~~side ~~on less favorable terms~~effects.

~~Currently,~~The ~~relatively~~current ~~few~~formulations ~~relevant~~used ~~specialty~~by ~~pharmaceutical~~other ~~manufacturers of sublingual drug delivery systems exist as compared to manufacturers of oral dosage drugs. Currently, these~~ companies ~~accounted for approximately $1.8-2 billion in sales, which is a relatively small number relative to the overall size~~ consist of ~~the~~coating ~~market. One~~beads ~~reason~~or ~~is that~~ large ~~pharmaceutical~~particles companies have continuously acquired drug delivery technology companies – examples include Johnson & Johnson’s purchase of Alza and Transform Pharmaceuticals; Ivax’s purchase of Teva Pharmaceuticals Industries, Ltd; NanoSystem’s sale by Eastman Kodak to Elan for $137 million; and Elan trying to sell this division to provide needed cash for its balance sheet. Today the value of that ~~deal is estimated at $1.5 billion. Of the remaining specialty companies, Biovail Corporation and KV Pharmaceutical~~ are ~~the~~typically ~~most~~over ~~dedicated~~300 tomicrons ~~the field of drug delivery, but they remain burdened~~ with ~~inferior~~an ~~technologies~~aqueous-based ~~to produce advance products~~coating. These ~~companies~~systems ~~may~~pose bethe ~~forced to aggressively seek to acquire technologies similar to ours.~~following problems:

91. Particles are too large and leave a gritty feel in the mouth;

~~Government~~2. ~~Regulation~~Tablets have a drug content that is about 50% of their total weight (“w/w”);

~~Government~~3. ~~authorities~~Pharmaceutical in the United States at the federal, state and local levels, as well as authorities in other countries, extensively regulate, among other things, the research, development, testing, manufacturing, labeling, promotion, advertising, distribution, marketing and export and import of pharmaceutical products ~~such as those we~~ are ~~developing. The~~restricted ~~process~~to oflower ~~obtaining~~dosage regulatory approvals and the subsequent substantial compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.products;

In4. ~~the~~Coatings United States, the information that must be submitted to the FDA in order to obtain approval to market a new drug varies depending on whether the drug is a new product whose safety and effectiveness has not previously been demonstrated in humans or a drug whose active ingredient(s) and certain other properties are ~~the~~non-elastic ~~same as those of a previously approved drug. A new drug will follow the New Drug Application route. The approval process in other jurisdictions such as Europe, Japan~~ and ~~Canada~~break ~~is similar to the FDA approval process.~~quickly;

~~Our~~5. ~~clinical~~Coatings ~~work~~inhibit ~~is contracted out to a contract research organization, Clinical Investigations Limited, which is incorporated in~~ the ~~United~~release ~~Kingdom. This organization is currently carrying out clinical trials~~ of ~~X-Excite~~drugs oninto ~~our~~the ~~behalf~~mouth ~~in human subjects at a hospital in Bulgaria~~ and ~~will~~do ~~carry~~not ~~out~~meet ~~clinical~~strict ~~trials~~requirements onfor ~~our~~immediate ~~behalf~~release; ~~in human subjects in various cities in Western~~ and Eastern part of Europe or Asia as we develop our other products. Prior to commencing any studies, they must pass through the necessary regulatory bodies, such as the FDA or European Medical Association.

~~CROs are highly experienced in the design and conduct of human drug testing~~6. ~~They~~ ~~have~~Processes ~~already~~are ~~designed and conducted many pharmaceutical drug trials for multi-national pharmaceutical companies and have been able to obtain approval for them. Therefore~~lengthy, ~~their~~costly ~~skill~~ and ~~experience~~require ~~provides~~strict ~~great comfort for us in terms of obtaining regulatory approval~~handling. Following approval of our products in Europe it is our plan to seek FDA approval in the United States. The FDA may ask us to carry out similar trials as we conduct in Europe in the United States. However, at that stage, we should be able to conduct our trials in the United States more rapidly given our European experience.

~~FDA Approval~~11

The ~~U.S.~~leaders ~~Federal~~in ~~Food, Drug and Cosmetic Act, together with other federal and state statutes and regulations, governs, among other things,~~ the ~~testing,~~field ~~research,~~that ~~development,~~promote ~~manufacture,~~these ~~safety,~~services ~~effectiveness,~~include Catalent ~~labeling,~~Pharma ~~storage~~Solutions, ~~record~~Coating ~~keeping~~Place, ~~approval~~Inc., ~~advertising~~Contract ~~and promotion~~PharmaCal, ~~import~~Eurand and ~~export of our products~~EthyPharm. ~~As a result of these laws and regulations, product development and product approval processes can be expensive and time consuming.~~

~~Pharmaceutical~~Our ~~product~~products ~~development~~that inrequire ~~the~~taste ~~U.S.~~masking ~~typically~~have ~~involves~~many ~~preclinical~~advantages over ~~laboratory~~competing ~~and~~technologies ~~animal tests~~and, ~~the~~in ~~submission~~most tocases, offer the ~~FDA~~only ofmeans anknown ~~investigational~~to ~~new~~produce ~~drug~~the ~~application~~desired ~~(an~~benefits. ~~“IND”)~~We believe that ~~must~~the formulation ~~become~~systems ~~effective~~we ~~before~~employ ~~clinical~~are ~~testing~~state-of-the ~~may~~art ~~commence,~~ and ~~adequate~~are ~~and~~not ~~well-controlled~~known ~~human clinical trials~~ to ~~establish~~be ~~the~~in ~~safety~~practice ~~and~~anywhere ~~effectiveness~~in ofthe apharmaceutical ~~drug~~field. ~~for~~These technologies ~~each~~are ~~indication~~very ~~for~~robust ~~which~~and ~~FDA~~consist ~~approval is sought. The satisfaction~~ of ~~FDA pre~~taste-~~market~~masking ~~approval~~small ~~requirements~~drug ~~typically~~particles ~~takes~~that ~~many~~are ~~years~~typically ~~and~~less ~~the~~than ~~actual~~250 ~~time~~microns ~~required~~with ~~may~~an adhesive ~~vary~~component. ~~substantially~~These ~~based~~systems ~~upon~~pose the ~~type,~~following ~~complexity and novelty of the product or disease.~~advantages:

~~Preclinical tests include laboratory evaluation, as well as animal trials, to assess the characteristics and potential pharmacology and toxicity of a product~~1. ~~The~~ ~~conduct~~Particles ~~of the preclinical tests must comply with federal regulations and requirements, including good laboratory practices. The results of preclinical testing~~ are ~~submitted~~very tosmall ~~the FDA as part of an IND along with other information, including information about product chemistry, manufacturing~~ and ~~controls~~do and a proposed clinical trial protocol. Long term preclinical tests, such as animal tests of reproductive toxicity and carcinogenicity, may continue after an IND is submitted. A 30-day waiting period after the submission of each IND is required prior to commencing clinical testing in humans. If the FDA has not ~~objected~~leave toa angritty ~~IND~~feel ~~within this 30-day period, the clinical trial proposed~~ in the ~~IND may begin.~~mouth;

~~Clinical~~2. ~~trials~~Particles ~~involve~~are ~~the~~small ~~administration~~enough ~~of an investigational new drug~~ to ~~healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must~~ be ~~conducted~~placed in ~~compliance~~thin ~~with federal regulations and good clinical practices (or GCP)~~films, assimilar ~~well as under protocols detailing the objectives of the trial, the parameters~~ to beListerine ~~used~~Thin inStrips; ~~monitoring safety~~ and ~~the effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of an IND.~~

~~The~~3. ~~FDA~~Particles ~~may~~have ~~order~~drug ~~the~~content ~~temporary~~in orexcess ~~permanent discontinuation~~ of a50% ~~clinical~~w/w ~~trial~~and attypically ~~any~~greater ~~time~~than or80% ~~impose~~w/w ~~other~~enabling ~~sanctions~~products ~~if it believes that the clinical trial is not being conducted in accordance with FDA requirements or presents an unacceptable risk~~ to ~~the~~be ~~clinical~~smaller ~~trial patients. The study protocol~~ and ~~informed~~contain ~~consent~~a ~~information~~higher ~~for~~dosage ~~patients~~– insome ~~clinical~~products ~~trials must also be submitted to an institutional review board (an “IRB”) for approval. An IRB~~ may ~~also require a clinical trial to~~ be ~~halted,~~capable ~~either~~of ~~temporarily~~delivering orup ~~permanently, for failing~~ to ~~comply~~a ~~with the IRB’s requirements~~1,500 ormg itoral ~~may~~equivalent ~~impose~~in ~~other~~a ~~conditions~~single ~~on the conduct of the trial~~tablet.

10Our products contain rapidly disintegrating compositions that are coated by taste masking chemicals.

~~Estimate~~Other companies’ technologies enable drugs to be absorbed in the gastrointestinal tract, but produce unwanted side effects. Additionally, orally absorbed drugs break down in the liver upon first absorption by the body. It is known that a large number of ~~Costs~~side effects associated with drugs are due to the liver breakdown metabolites. According to Pfizer filings with FDA, sildenafil breaks down in the liver, which may involve some side effects such as headaches, flushing, etc.

AnIntellectual ~~estimate of direct costs for activities related to the development of a single sublingual product is set forth below:~~Property

Cost ($)	Application
100,000	Raw materials sourcing
100,000	Active pharmaceutical ingredient (API)
4,000	Tablet dies
2,000	Raw materials method development (USP)
20,000	Raw materials analysis
318,000	GMP production run
4,000	Taste masking
10,000	Material analysis and release
2,000	Packaging sourcing
5,000	Packaging delivery
9,000	Impurity testing
40,000	Manufacturing validation
30,000	Analytical validation
40,000	Accelerated stability study and analysis
20,000	Review and file IND
400,000	Phase 1 clinical, multi dose PK bioequivalence study
16,000	Clinical study analysis
25,000	Raw materials manufacturers’ site audits
10,000	Manufacturing site audits
16,000	Raw materials analysis, purity
340,000	Pivotal GMP production for Phase III
10,000	Material analysis and release
50,000	Pivotal GMP production run(s) for tablets, and packaging
10,000	Product analysis and release
60,000	Real time stability study and analysis of product
1,500,000	Phase III bioequivalence studies
$3,141,000	Total Cost

Our success depends, in part, on our ability to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary rights of others and to prevent others from infringing our proprietary rights. Our policy is to protect our proprietary position by, among other methods, filing patent applications in the United States and elsewhere related to our proprietary technology, inventions and improvements that are important to the development of our business. We also rely on trade secrets, know-how, continuing technological innovation and in-licensing opportunities to develop and maintain our proprietary position.

*Our ~~Estimated~~patent ~~development~~portfolio ~~time:~~formerly 18included -one 24patent ~~months~~pending in the United States and a similar patent pending in foreign countries and regions under the Patent Cooperation Treaty. This patent appeared under the heading “Method of Delivering Pharmaceutical Products Sublingually” and was filed by Globe, but under the License Agreement we obtained the rights to use the patent worldwide, on an exclusive basis, for any drug or product that uses the technology described in the patent. During the year ended May 31, 2012, our management decided to abandon this patent, but we still plan to maintain the technology described therein as a trade secret and our core asset.

* Estimated regulatory review, comments, inspection and approval time: 3 - 12 ~~Months~~

*In ~~Estimated~~addition ~~product~~to ~~market~~patent ~~life:~~protection and as described in the preceding paragraph, we may rely in some circumstances on trade secrets to protect our technology. However, trade secrets are difficult to protect, so we have and will continue to protect our proprietary technology and processes, in part, by executing confidentiality agreements with our employees, consultants, scientific advisors and other contractors, as well as enforcing physical security of our premises and our information technology systems. Our trade secrets may otherwise become known or independently discovered by competitors, and if our consultants or contractors use intellectual property owned by others in their work for us, disputes may arise.

~~(a)~~License ~~3 years under 505(b)(2) new drug application filing (extra 0.5 years for pediatric product status)~~Agreement

~~(b)~~On 17March -15, 202009, ~~years~~we ~~under~~entered ~~patent~~into ~~protection~~a research contract with Globe Laboratories Inc., a company controlled by an individual related to Dr. Hassan Salari, our officer and director, to engage Globe to conduct research on the sublingual technologies developed by Globe.

~~The~~On ~~total~~March ~~direct~~15, ~~costs~~2010, ~~projected~~we toentered ~~develop~~into ~~new~~the ~~and~~License ~~unique~~Agreement with ~~branded~~Globe, ~~specialty~~a ~~pharmaceutical~~company incorporated in British Columbia, Canada, pursuant which we acquired the exclusive use of Globe’s sublingual technology for drug delivery for our products. ~~are~~We ~~approximately~~agreed to pay $350,~~141,~~000 per ~~product~~quarter to Globe from April 1, ~~depending~~2009 onuntil the ~~cost~~technology is ofput ~~the~~into ~~active~~commercial ~~ingredient~~production, ~~clinical~~or ~~evaluations~~the ~~and~~technologies ~~number~~are ofsold ~~dosage~~or ~~forms~~sublicensed. In addition, for each product we develop using the same formulation, we agreed to pay to Globe the following fees:

111. $25,000 upon the commencement of Phase I clinical trials (drug safety and tolerability study);

~~ITEM 1A~~2. ~~RISK~~ ~~FACTORS~~$250,000 upon the completion of Phase I clinical trials;

~~Not applicable~~3. $1,000,000 upon the completion of Phase III clinical trials (or similarly approved trials, such as 505(b)2) (drug concentration measurement in comparison to the existing formula);

~~ITEM 1B~~4. ~~UNRESOLVED~~ ~~STAFF~~$3,500,000 ~~COMMENTS~~upon the first anniversary of sale; and

~~Not~~5. ~~applicable~~2% of the net sales of all products licensed to us by Globe (the “Royalty Payments”).

~~ITEM~~All 2payments under the License Agreement are due within 30 days of such milestone, excluding the Royalty Payments, which are due 60 days following the end of the fiscal quarter in which the sales occur. ~~PROPERTIES~~

WeTechnology currently have 400 square feet of office space in a building in downtown Vancouver, British Columbia, Canada. We share a boardroom, office supplies and machinery with other companies at a cost of CDN $1,650 per month. We have also laboratory facilities and additional office space which we sub-lease from another biotech company, Kinexus Biopharma, at a cost of CDN $2,000 per month. This space is located in the south of Vancouver, in an industrial part of town. We currently share some of our laboratory equipment and utilities needs with Globe and Kinexus.Assessment

~~ITEM~~The 3technologies of sublingual drug delivery are specific to our projects and business. ~~LEGAL~~ ~~PROCEEDINGS~~We will rely on our review of product development results from clinical trials as one means to measure the effectiveness of the technologies available and assess their commercial viability.

WeIt ~~are~~is ~~currently~~understood ~~not~~that ~~involved~~the insublingual ~~any~~formulation ~~litigation~~is ~~that~~a weplatform ~~believe~~which ~~could~~will ~~have~~apply ato ~~materially~~any ~~adverse~~of ~~effect~~the onproducts ~~our~~we propose. ~~financial~~We ~~condition~~have orused ~~results~~this offormulation ~~operations. There~~to isdevelop nonew ~~action,~~drugs ~~suit,~~over ~~proceeding,~~the ~~inquiry~~past orfew ~~investigation~~years ~~before~~and orit byhas ~~any~~proven ~~court,~~to ~~public~~be ~~board,~~viable ~~government~~and ~~agency,~~applicable. We ~~self-regulatory~~anticipate ~~organization~~that orall ~~body~~of ~~pending~~these ~~or,~~drugs towill ~~the~~be ~~knowledge~~patentable; ofhowever, ~~our~~we ~~executive~~cannot ~~officers~~guarantee orthat any ofpatent ~~our~~applications ~~subsidiaries,~~we ~~threatened~~decide ~~against~~to file orwill ~~affecting~~ultimately ~~us,~~result ~~our~~in ~~common~~a ~~stock,~~patent ~~any~~being ofissued ~~our~~by ~~subsidiaries~~the orrelevant ~~our~~authority. ~~officers~~Samplings orof ~~directors~~systems ofhave ~~those~~already ofdemonstrated a ~~our~~standard ~~subsidiaries’~~level in ~~their~~the ~~capacities~~pharmaceutical asand ~~such,~~life instyle ~~which~~market. anThese ~~adverse~~systems ~~decision~~were ~~could~~analyzed ~~have~~without acompromising ~~material~~the ~~adverse~~ability ~~effect~~to further secure the intellectual property rights of the technologies.

~~ITEM 4. (REMOVED AND RESERVED)~~13

12New Generations of Technology

~~PART~~It IIis our goal to continue to develop technologies and partnerships with other organizations equipped with novel systems to meet the future demand for pharmaceuticals. These efforts are expected to drive branded pharmaceutical manufacturers to us, as they look to maintain their market position. An example of this includes products that have tremendous market potential but weak market acceptance, such as Fosamax® from Merck, which is an excellent drug for the treatment of osteoporosis and bone associated cancers. However, this drug has an extremely poor oral absorption rate, and as a result its sales have decreased significantly.

~~ITEM~~We 5believe that we can increase the oral absorption of our drugs by enhancing their oral dissociation and through chemical and mechanical technologies. ~~MARKET~~ ~~FOR~~These ~~REGISTRANT’S~~technologies ~~COMMON~~include ~~EQUITY~~using nano-particulate carbon fiber emulsified with active ingredients and better coating. If the absorption of such drugs is significantly enhanced, then ~~RELATED~~we ~~STOCKHOLDER~~believe ~~MATTERS~~that ~~AND~~the ~~ISSUER~~revenue ~~PURCHASES~~to OFbe ~~EQUITY~~derived ~~SECURITIES~~from them will increase significantly.

~~Market~~Operations and Capacity

Our ~~common~~development ~~stock~~plan ~~was~~requires ~~initially~~technologies ~~approved~~that ~~for~~are ~~quotation~~readily transferrable ~~on the OTC Bulletin Board under the symbol ACSU. Effective September 20, 2007, our trading symbol changed from ACSU~~ to ~~GTWV~~commercial insettings ~~connection with our change of name from “Acting Scout Inc.” to “Goldtown Investments Corp.” Effective October 24, 2009, our trading symbol changed from GTWV to GHLV~~ in ~~connection~~order ~~with our name change from “Goldtown Investments Corp.”~~ to ~~“Global~~quickly ~~Health~~advance ~~Ventures Inc.” The high and low bid prices for our common stock for each full financial quarter on~~ the ~~OTC~~development ~~Bulletin~~of ~~Board~~new ~~for~~and ~~the~~unique ~~two~~branded ~~most~~specialty ~~recent fiscal years were as follows:~~pharmaceutical products.

Quarter Ended	High Bid ($)		Low Bid ($)
May 31, 2011		0.115		0.025
February 28, 2011		0.0675		0.0245
November 30, 2010		0.195		0.051
August 31, 2010		0.52		0.151
May 31, 2010		1.30		0.33
February 28, 2010		1.18		0.45
November 30, 2009		1.85		0.45
August 31, 2009		1.50		0.70
May 31, 2009		1.65		1.01

The technologies of sublingual products incorporate standard pharmaceutical manufacturing and process equipment, such as tablet presses and fluid bed coaters. Drugs can be manufactured on site or with our business alliances. This type of manufacturing equipment and operation, when used in accordance with the process specifications required by the technologies, is readily accepted by regulatory bodies as being capable of producing products under current Good Manufacturing Practices (cGMPs).

AsAll atequipment ~~May~~necessary ~~31, 2011, we had issued options~~ to ~~acquire~~manufacture ~~up to 5,200,000 shares of~~ our ~~common~~products ~~stock~~is ~~at a price of $0.07 per share to our directors~~ available and ~~officers,~~supported ~~exercisable~~by ~~until~~well ~~November~~established ~~12,~~service ~~2015. As~~providers ofthat ~~May~~have ~~31,~~been ~~2011,~~allied wewith ~~also~~us ~~had~~for amany ~~total of 2~~years,~~658,333~~ ~~outstanding warrants to acquire shares of our common stock. The exercise price~~ and ~~expiration~~with ~~dates~~which ofwe ~~the~~maintain ~~warrants are as follows:~~agreements.

~~● 800,000 warrants at a price of $1.00 per share, until October 28, 2011;~~Employees

●We ~~533~~are operated by Dr. Hassan Salari,~~333~~ ~~warrants~~who atserves aas ~~price~~our ofPresident, Chief $1Executive Officer, Secretary, Treasurer and director.00 ~~per~~In ~~share~~addition, ~~until~~Dr. ~~December~~Lola 8Maksumova serves as our Chief Operating Officer and Senior Vice President, ~~2011;~~and Audrey Lew serves as our Chief Financial Officer. We currently have three employees and five consultants. We may hire additional employees when circumstances warrant, however, we do not anticipate hiring additional employees in the near future. We presently conduct our business through agreements with those consultants and other arm’s-length third parties.

~~● 625,000 warrants at a price of $1.20 until April 7, 2012; and~~Marketing

●Our ~~700,000~~marketing ~~warrants~~plan atwill abe ~~price~~based on two strategies: our first strategy is to market directly to selective international markets if the cost of $1advertising and sales are reasonable.00 ~~until~~Our ~~between~~other strategy ~~March~~is 16to recruit local and international partners. We plan to enter into agreements with those companies that have a large marketing system and are recognized internationally. In doing so, ~~2015~~we anticipate maximizing the market potential for our products by collaborating with leading pharmaceutical and ~~May~~consumer-based 28companies. We plan to enter into third party agreements with marketing specialists to help us determine various target indicators, ~~2015~~which will facilitate our marketing process. In entering into these agreements, our goal will be to maintain co-promotion and co-commercialization rights, in some countries and in various forms. We expect to contract with third parties to warehouse and distribute our products and to provide administrative functions, such as accounts receivable management and other similar activities.

~~Holders~~14

~~As of August 24, 2011, there were approximately 113 holders of record of our common stock. As of such date, we had 191,333,192 issued and outstanding shares of common stock.~~Competition

~~Dividend~~We ~~Policy~~are competing with other companies for both financing and the acquisition of prospective healthcare technologies. In seeking out such technologies we have encountered intense competition from other development stage companies and established international companies. Our competitors include fully integrated pharmaceutical and biotechnology companies as well as universities and public and private research institutions. Many of our competitors have substantially greater capital resources, larger research facilities and development staffs, greater experience in product development and obtaining regulatory approvals and greater marketing capabilities than we do. As a result, these competitors may be able to spend greater amounts on the acquisition and development of healthcare technologies. This competition could result in our competitors obtaining technologies of greater quality and attracting prospective investors to finance the development of such technologies on more favorable terms. Due to this competition, we may become involved in an acquisition with more risk or obtain financing on less favorable terms.

WeCurrently, ~~have~~relatively ~~not~~few ~~declared~~relevant orspecialty ~~paid~~pharmaceutical manufacturers ~~any~~of ~~cash~~sublingual ~~dividends~~drug ~~since~~delivery ~~our~~systems ~~inception~~exist as compared to manufacturers of oral dosage drugs. ~~Although~~ ~~there~~Currently, ~~are~~these nocompanies account ~~restrictions~~for ~~that~~approximately ~~limit~~$1.8-2 ~~our~~billion ~~ability~~in sales, which is a relatively small number relative to ~~pay~~the ~~dividends~~overall onsize ~~shares~~of the market. One reason is that large pharmaceutical companies have continuously acquired drug delivery technology companies – examples include Johnson & Johnson’s purchase of ~~our~~Alza ~~common~~and ~~stock~~Transform Pharmaceuticals; Ivax’s purchase of Teva Pharmaceuticals Industries, weLtd; ~~intend~~NanoSystem’s sale by Eastman Kodak to ~~retain~~Elan ~~future~~for ~~earnings,~~$137 ifmillion; ~~any,~~and Elan trying to sell this division to provide needed cash for ~~use~~its inbalance sheet. Today the ~~operation~~value of that deal is estimated at $1.5 billion. Of the remaining specialty companies, Biovail Corporation and ~~expansion~~KV Pharmaceutical are the most dedicated to the field of ~~our~~drug ~~business~~delivery, ~~and~~but dothey ~~not~~remain ~~intend~~burdened with inferior technologies to ~~pay~~produce ~~any~~advanced ~~cash~~products. ~~dividends~~These ~~for~~companies ~~the~~may ~~foreseeable~~be ~~future~~forced to aggressively seek to acquire technologies similar to ours.

13Government Regulation

~~Securities~~Government ~~Authorized~~authorities ~~for~~in ~~Issuance~~the ~~Under~~United ~~Equity~~States ~~Compensation~~at ~~Plans~~the federal, state and local levels, as well as authorities in other countries, extensively regulate, among other things, the research, development, testing, manufacturing, labeling, promotion, advertising, distribution, marketing and export and import of pharmaceutical products such as those we are developing. The process of obtaining regulatory approvals and the subsequent substantial compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.

AsIn ofthe ~~May~~United 31States, ~~2011,~~the weinformation ~~had~~that ~~authorized~~must be submitted to the ~~issuance~~FDA ofin ~~our~~order ~~common~~to ~~stock~~obtain approval to market a new drug varies depending on whether the drug is a new product whose safety and effectiveness has not previously been demonstrated in humans or a drug whose active ingredient(s) and certain other properties are the same as ~~described~~those of a previously approved drug. A new drug will follow the New Drug Application route. The approval process in other jurisdictions such as Europe, Japan and Canada is similar to the ~~following~~FDA ~~table~~approval process.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders	-	-	-
Equity Compensation Plans Not Approved by Security Holders	5,200,000 (1)	0.07	n/a
Total	5,200,000 (1)

~~(1)~~Our ~~Includes~~clinical ~~options~~work is contracted out to ~~purchase~~a 4contract research organization,~~000~~ Clinical Investigations Limited,~~000~~ ~~shares~~which ofis ~~our~~incorporated ~~common~~in ~~stock~~the ~~granted~~United toKingdom. ~~Hassan~~This ~~Salari,~~organization ~~our~~recently ~~President,~~carried out ~~Chief~~clinical ~~Executive~~trials ~~Officer,~~of ~~Secretary,~~X-Excite ~~Treasurer~~on ~~and~~our ~~director;~~behalf ~~options~~in tohuman ~~purchase~~subjects ~~400,000~~at ~~shares~~a ofhospital ~~our~~in ~~common~~Bulgaria ~~stock~~and ~~granted~~will tocarry ~~Audrey~~out ~~Lew,~~clinical trials on our ~~Chief~~behalf ~~Financial~~in ~~Officer;~~human ~~options~~subjects toin ~~purchase~~various ~~400,000~~cities ~~shares~~in ofthe ~~our~~Western ~~common~~and ~~stock~~Eastern ~~granted~~parts toof ~~Dr.~~Europe ~~David~~or ~~Filer,~~Asia ~~our~~as ~~director;~~we ~~and~~develop ~~options~~our other products. Prior to ~~purchase~~commencing ~~400~~any studies,~~000~~ ~~shares~~they ofmust ~~our~~pass ~~common~~through ~~stock~~the ~~granted~~necessary toregulatory ~~Christian Bezy~~bodies, ~~our~~such ~~director~~as the FDA or European Medical Association.

~~Recent~~CROs ~~Sales~~are highly experienced in the design and conduct of human ~~Unregistered~~drug ~~Securities~~testing. They have already designed and conducted many pharmaceutical drug trials for multinational pharmaceutical companies and have been able to obtain approval for them. Therefore, their skill and experience provides great comfort for us in terms of obtaining regulatory approval. Following approval of our products in Europe it is our plan to seek FDA approval in the United States. The FDA may ask us to carry out similar trials as we conduct in Europe in the United States. However, at that stage, we should be able to conduct our trials in the United States more rapidly given our European experience.

~~Other~~FDA than as disclosed in previous quarterly reports on Form 10-Q or current reports on Form 8-K, we did not issue any equity securities that were not registered under the Securities Act during our fiscal year ended May 31, 2011.Approval

~~Purchases~~The ofU.S. ~~Equity~~Federal ~~Securities~~Food, byDrug and Cosmetic Act, together with other federal and state statutes and regulations, governs, among other things, the ~~Issuer~~testing, research, development, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising and ~~Affiliated~~promotion, ~~Purchasers~~import and export of our products. As a result of these laws and regulations, product development and product approval processes can be expensive and time consuming.

WePharmaceutical ~~did~~product ~~not~~development ~~purchase~~in ~~any~~the U.S. typically involves preclinical laboratory and animal tests, the submission to the FDA of ~~our~~an ~~shares~~investigational new drug application (an “IND”) that must become effective before clinical testing may commence, and adequate and well-controlled human clinical trials to establish the safety and effectiveness of ~~common~~a ~~stock~~drug orfor ~~other~~each ~~securities~~indication ~~during~~for ~~our~~which ~~fiscal~~FDA ~~year~~approval ~~ended~~is ~~May~~sought. 31The satisfaction of FDA pre-market approval requirements typically takes many years and the actual time required may vary substantially based upon the type, ~~2011~~complexity and novelty of the product or disease.

~~ITEM~~Preclinical 6tests include laboratory evaluation, as well as animal trials, to assess the characteristics and potential pharmacology and toxicity of a product. ~~SELECTED~~ ~~FINANCIAL~~The ~~DATA~~conduct of the preclinical tests must comply with federal regulations and requirements, including good laboratory practices. The results of preclinical testing are submitted to the FDA as part of an IND along with other information, including information about product chemistry, manufacturing and controls and a proposed clinical trial protocol. Long term preclinical tests, such as animal tests of reproductive toxicity and carcinogenicity, may continue after an IND is submitted. A 30-day waiting period after the submission of each IND is required prior to commencing clinical testing in humans. If the FDA has not objected to an IND within this 30-day period, the clinical trial proposed in the IND may begin.

~~Not~~Clinical ~~applicable~~trials involve the administration of an investigational new drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must be conducted in compliance with federal regulations and good clinical practices (or GCP), as well as under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of an IND.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~16

The ~~following~~FDA ~~discussion~~may ~~and~~order ~~analysis~~the oftemporary ~~our~~or ~~results~~permanent discontinuation of ~~operations~~a ~~and~~clinical ~~financial~~trial ~~condition~~at ~~has~~any ~~been~~time ~~derived~~or ~~from~~impose ~~and~~other ~~should~~sanctions beif ~~read~~it inbelieves ~~conjunction~~that the clinical trial is not being conducted in accordance with ~~our~~FDA ~~audited~~requirements ~~consolidated~~or ~~financial~~presents ~~statements~~an ~~and~~unacceptable risk to the ~~related~~clinical ~~notes~~trial ~~thereto~~patients. ~~that~~The ~~appear~~study ~~elsewhere~~protocol and informed consent information for patients in ~~this~~clinical ~~annual~~trials ~~report,~~must asalso ~~well~~be assubmitted ~~Item~~to 1an ofinstitutional ~~this~~review ~~annual~~board ~~report~~(an “IRB”) for approval. ~~These~~ ~~financial~~An ~~statements~~IRB ~~have~~may ~~been~~also ~~prepared~~require ina ~~accordance~~clinical ~~with~~trial USto ~~GAAP~~be halted, ~~and~~either ~~all~~temporarily ~~dollar~~or ~~amounts~~permanently, ~~set~~for ~~out~~failing into ~~these~~comply ~~financial~~with the ~~statements~~IRB’s ~~are~~requirements, ~~presented~~or init ~~United~~may ~~States~~impose ~~dollars~~other conditions on the conduct of the trial.

14Estimate of Costs

~~Plan~~An estimate of ~~Operations~~direct costs for activities related to the development of a single sublingual product is set forth below:

Our plan of operations over the next 12 months is to work on the formulation of our drugs. We anticipate that we will require approximately $2.25 million to pursue our plans over the next 12 months. We plan to obtain the necessary funds from equity or debt financings, as required. However, there can be no assurance that we will be able to obtain the additional financing required, or any at all. If we are not able to obtain additional financing, we may be required to scale back our plans or eliminate them altogether. There can be no assurance that we will achieve our plans, or any of them. Our expenditures for the next 12 months, excluding the cost of clinical trials, include:

Cost ($)		Application
	100,000	Raw materials sourcing
	100,000	Active pharmaceutical ingredient (API)
	4,000	Tablet dies
	2,000	Raw materials method development (USP)
	20,000	Raw materials analysis
	318,000	GMP production run
	4,000	Taste masking
	10,000	Material analysis and release
	2,000	Packaging sourcing
	5,000	Packaging delivery
	9,000	Impurity testing
	40,000	Manufacturing validation
	30,000	Analytical validation
	40,000	Accelerated stability study and analysis
	20,000	Review and file IND
	400,000	Phase I clinical, multi dose PK bioequivalence study
	16,000	Clinical study analysis
	25,000	Raw materials manufacturers’ site audits
	10,000	Manufacturing site audits
	16,000	Raw materials analysis, purity
	340,000	Pivotal GMP production for Phase III
	10,000	Material analysis and release
	50,000	Pivotal GMP production run(s) for tablets, and packaging
	10,000	Product analysis and release
	60,000	Real time stability study and analysis of product
	1,500,000	Phase III bioequivalence studies
	3,141,000	Total

Description	Our Cost to Complete ($)
Equipment		500,000
Leasehold improvement / rent		200,000
Research (1)		400,000
Packaging		100,000
Wages		350,000
Professional fees		200,000
Travel		100,000
Overhead		100,000
Administration		300,000
Total		2,250,000

Estimated development time: 18 - 24 months

~~(1)~~* ~~Includes~~Estimated aregulatory ~~quarterly~~review, ~~payment~~comments, ofinspection ~~$50,000~~and toapproval ~~Globe.~~time: 3 - 12 months

~~Our~~* ~~projected~~Estimated ~~clinical~~product ~~trial~~market ~~expenses are described In Item 1 under the heading “Estimate of Costs”.~~life:

~~Results~~(a) of3 ~~Operations~~years under 505(b)(2) new drug application filing (extra 0.5 years for pediatric product status)

We(b) ~~did~~17 ~~not~~- ~~generate~~20 ~~any~~years ~~revenues~~under ~~from~~patent inception on April 25, 2006 to May 31, 2011. We do not anticipate generating any revenues until we have developed our products to the point where they are suitable for commercial production. In order to generate revenues, we will incur substantial expenses in the development of our business and current products and the location and acquisition of new healthcare technologies. We therefore expect to incur significant losses for the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operations, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.protection

~~During~~The ~~the fiscal year ended May 31, 2011, we incurred $2,036,873 in~~ total ~~expenses,~~direct ~~including $664,499 in research and development~~ costs, ~~$694,569~~projected into ~~salaries~~develop ~~and~~new ~~wages, $360,140 in professional fees~~ and ~~$273,080~~unique branded inspecialty ~~general~~pharmaceutical ~~and~~products ~~administrative~~are ~~expenses. During~~approximately ~~the fiscal year ended May 31, 2010, we incurred total expenses of~~ $13,~~810~~141,~~709,~~000 ~~including~~per ~~$482~~product,~~502~~ independing ~~research~~on ~~and~~the ~~development~~cost ~~costs,~~of ~~$713,323~~the inactive ~~salaries and wages~~ingredient, clinical ~~$377,852~~evaluations ~~in professional fees~~ and ~~$216,710~~number inof ~~general~~dosage ~~and administrative expenses~~forms. The increase in our total expenses during the most recent fiscal year was primarily due to an increase in our research and development costs and general and administrative expenses during the period, which was in turn attributable to an increase in our overall operations.

~~Our~~ITEM ~~general and administrative expenses consisted of rent, travel, advertising and promotion, office maintenance, communication expenses and courier and postage costs~~1A. ~~Our~~ ~~general~~RISK and administrative expenses increased from $216,710 during the fiscal year ended May 31, 2010 to $273,080 during the fiscal year ended May 31, 2011 due the increase in our overall operations as described above, and particularly, increases in our travel and advertising and promotion expenses. Our research and development costs increased between the two periods from $482,502 to $664,499 largely as a result of advances in our product development and clinical and manufacturing work, as well as an increase in our purchases of raw materials for conducting research on our products.FACTORS

~~During~~Not ~~the fiscal year ended May 31, 2011, we incurred a net loss from operations of $2,036,873, compared to a net loss from operations of $1,810,709 during the fiscal year ended May 31, 2010~~applicable. We also incurred $1,943,173 in interest expenses and $251,940 in financing charges during our most recent fiscal year, whereas we incurred $168,173 in interest expenses and no financing charges during our prior fiscal year. The increase in our interest expenses and financing charges was entirely due to the sale of a $4,200,000 convertible debenture to one investor that we completed in March 2010. The terms of this security are described more fully in note 4 of the notes to our audited consolidated financial statements appearing elsewhere in this annual report.

~~During~~ITEM ~~the fiscal year ended May 31, 2011, we incurred a net loss of $4,171,986, compared to a net loss of $1,978,882 during the year ended May 31, 2010~~1B. ~~Our~~ ~~net~~UNRESOLVED ~~loss~~STAFF ~~per share for these periods was $0.04 and $0.03, respectively.~~COMMENTS

15Not applicable.

~~Liquidity and Capital Resources~~17

AsITEM ~~of May 31, 2011 we had $1,485,191 in cash and cash equivalents, $~~2~~,713,479 in total assets, $2,128,789 in total liabilities and a working capital deficit of $602,695~~. As ~~of May 31, 2011 we had an accumulated deficit of $9,063,630.~~PROPERTIES

ToWe ~~date,~~currently we have ~~experienced~~400 ~~negative~~square ~~cash~~feet ~~flows~~of ~~from~~office ~~operations~~space ~~and~~in wea ~~have~~building in ~~been~~downtown ~~dependent~~Vancouver, onBritish ~~sales~~Columbia, ofCanada. ~~our~~We ~~equity~~share ~~securities~~a boardroom, office supplies and ~~debt~~machinery ~~financing~~with toother ~~meet~~companies ~~our~~at ~~cash~~a cost ~~requirements~~of CDN $1,659 per month. We ~~expect~~However, as described elsewhere in this ~~situation~~annual report, effective September 1, 2012 we plan to ~~continue~~relocate our ~~for~~principal ~~the~~executive ~~foreseeable~~offices ~~future~~to 8755 Ash Street, ~~and~~Suite we1 ~~anticipate~~in ~~that~~Vancouver, British Columbia, Canada, where we will ~~experience~~share ~~negative~~facilities (including ~~cash~~laboratory ~~flows~~and ~~during~~office ~~the~~space) ~~year~~with ~~ended~~another ~~May~~biotech 31company, ~~2012. Accordingly~~Kinexus Biopharma, at a cost of CDN $2,200 per month. We currently share some of our ~~ability~~laboratory toequipment ~~generate~~and ~~any~~utilities ~~revenues~~needs ~~continues~~with Globe and Kinexus at this space, which we sub-lease from Globe to besupplement ~~uncertain~~our downtown executive office.

~~During~~ITEM ~~the fiscal year ended May 31, 2011, we spent $1,437,941 in cash on operating activities, compared to $983,234 in cash spending on operating activities during the fiscal year ended May 31, 2010~~3. ~~The~~ ~~increase~~LEGAL in our cash spending on operating activities during the fiscal year ended May 31, 2011 was primarily attributable to the increase in our net loss as described above and a significant decrease in our accounts payable and accrued liabilities from $336,061 to $88,567, as offset by a number of adjustments to reconcile our net loss to cash spending on operating activities, notably in the categories of financing charges and interest expense.PROCEEDINGS

We ~~spent~~are ~~$301,828~~currently not involved in ~~cash~~any onlitigation ~~investing~~that ~~activities~~we ~~during~~believe could ~~the~~have ~~fiscal~~a ~~year~~materially ~~ended~~adverse ~~May~~effect ~~31,~~on ~~2011,~~our ~~compared~~financial tocondition ~~cash~~or ~~spending~~results of ~~$109~~operations. There is no action,~~715~~ onsuit, ~~investing~~proceeding, inquiry ~~activities~~or ~~during~~investigation ~~our~~before ~~prior~~or ~~fiscal~~by ~~year. The~~any ~~increase~~court, inpublic ~~our~~board, ~~cash~~government ~~spending~~agency, onself-regulatory ~~investing~~organization ~~activities~~or ~~during~~body ~~the~~pending or, ~~recent~~to ~~fiscal~~the ~~year~~knowledge ~~was~~of ~~primarily~~our ~~attributable~~executive toofficers anor ~~increase~~any inof our ~~spending~~subsidiaries, onthreatened ~~patents~~against ~~and~~or ~~medical~~affecting ~~licenses~~us, ~~from~~our ~~$30~~common stock,~~535~~ any toof ~~$262,127,~~our ~~which~~subsidiaries ~~was~~or ~~counterbalanced~~our toofficers ~~some~~or ~~extent~~directors byof athose ~~decrease~~of our subsidiaries’ in ~~our~~their ~~capital~~capacities ~~asset~~as ~~purchases~~such, in which an adverse decision could have a material adverse effect.

~~During~~ITEM ~~the fiscal year ended May 31, 2011, we received $2,179,002 in net cash from financing activities, including $2,250,000 in proceeds from the issuance of a convertible debenture~~4. ~~During~~ ~~the~~MINE ~~fiscal~~SAFETY year ended May 31, 2010, we received $1,806,191 in cash from financing activities, including $1,472,868 in proceeds from the issuance of our common stock. The increase in our cash receipts from financing activities during the fiscal year ended May 31, 2011 was primarily attributable to the debenture proceeds, as we did not receive any cash from the sale of our common stock during the period. During the fiscal year ended May 31, 2010, we also received $400,000 in cash from the issuance of the debenture.DISCLOSURES

~~During~~Not ~~the fiscal year ended May 31, 2011, we incurred a comprehensive loss of $4,178,948~~applicable. We estimate that our working capital requirements and projected operating expenses for the next 12 months will be approximately $1,300,000 as described in the “Plan of Operations” section, above. We do not currently have sufficient cash resources to meet our operating expenses for the next 12 months, so we plan to raise additional funds through the issuance of equity securities or through debt financing. There are no assurances that we will be able to obtain the funds required for our continued operation. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders, while obtaining commercial loans, assuming that such loans are available, would increase our liabilities and future cash commitments.

~~Going Concern~~18

~~Due~~PART to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our annual financial statements for the fiscal year ended May 31, 2011, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.II

We intend to meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements. However, we do not currently have any arrangements in place to complete any further private placement financings and there is no assurance that we will be successful in completing any such financings. If we are unsuccessful in raising sufficient funds through our capital raising efforts, we may review other financing options.Market

ToOur ~~date,~~common westock ~~have~~was ~~not~~initially ~~generated~~approved ~~any~~for ~~revenues~~quotation ~~and~~on the ~~have~~OTC ~~incurred~~Bulletin ~~significant~~Board ~~operating~~under ~~losses~~the ~~from~~symbol ~~operations~~ACSU. ~~Since~~ weEffective ~~anticipate~~September ~~expanding~~20, 2007, our ~~operational~~trading ~~activities~~symbol inchanged ~~the~~from ~~future,~~ACSU weto ~~may~~GTWV ~~continue~~in toconnection with ~~experience~~our ~~net~~change ~~negative~~of ~~cash~~name ~~flows~~ from ~~operations~~“Acting ~~and~~Scout ~~may~~Inc.” ~~be required~~ to ~~obtain~~“Goldtown ~~additional~~Investments ~~financing~~Corp.” toEffective ~~fund~~October 24, 2009, our ~~operations~~trading ~~through~~symbol ~~offerings~~changed offrom ~~equity~~GTWV ~~securities~~to ~~and~~GHLV ~~bank~~in ~~borrowings~~connection towith ~~the~~our ~~extent~~name ~~necessary~~change tofrom ~~provide~~“Goldtown ~~working~~Investments ~~capital~~Corp. ~~Our~~” to ~~continuation~~“Global asHealth aVentures ~~going~~Inc.” ~~concern~~Effective isDecember ~~dependent~~20, ~~upon~~2011, our ~~ability~~trading tosymbol ~~generate~~changed ~~sufficient cash flow~~ from ~~stockholders~~GHLV ~~or other outside sources~~ to ~~sustain~~KDMP ~~operations~~in ~~and~~connection with ~~meet~~ our ~~obligations~~name onchange afrom ~~timely~~“Global ~~basis~~Health ~~and~~Ventures ~~ultimately~~Inc.” to ~~attain~~“Kedem ~~profitability~~Pharmaceuticals Inc.”

16On July 23, 2012, our common stock was delisted from the OTC Bulletin Board and it is now quoted exclusively on the OTCQB. The high and low bid prices for our common stock for each full financial quarter on the OTC Bulletin Board for the two most recent fiscal years were as follows:

Purchase of Significant Equipment

Quarter Ended		High Bid ($)		Low Bid ($)
	May 31, 2012		0.105		0.029
	February 28, 2012		0.257		0.08
	November 30, 2011		2.90		0.022
	August 31, 2011		1.302		0.37
	May 31, 2011		2.30		0.50
	February 28, 2011		1.35		0.49
	November 30, 2010		3.60		1.02
	August 31, 2010		10.40		3.02
	May 31, 2010		26.00		6.60

~~During~~As ~~the~~at ~~next~~May 1231, ~~months~~2012, we ~~intend~~had issued options to ~~purchase~~acquire aup ~~freezer~~to 260,000 ~~freeze~~shares ~~dryer,~~of ~~autoclave~~our ~~and~~common ~~centrifuge~~stock at a price of $1. We40 ~~also~~per ~~intend~~share to ~~purchase~~our ~~additional~~directors ~~laboratory~~and ~~equipment~~officers, asexercisable ~~required~~until November 12, 2015. We ~~will~~As ~~not~~of beMay ~~able~~31, to2012, ~~rely~~we onalso ~~the~~had ~~use~~outstanding ofwarrants ~~equipment~~to ~~provided~~acquire by347,500 ~~Kinexus~~shares orof ~~Globe~~our ~~for~~common ~~much~~stock ~~longer~~until between March 16, 2015 and asMay a28, ~~result~~2015, weexercisable ~~believe~~at ~~that~~the werange ~~will~~of ~~spend~~prices ~~approximately~~set ~~$500,000~~out onin ~~such~~Note ~~purchases~~10 of the notes to our audited consolidated financial statements included elsewhere in this annual report.

~~Off-Balance Sheet Arrangements~~19

As of May 31, 2011, we had no off-balance sheet arrangements, including outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.Holders

~~Application~~As of ~~Critical~~August ~~Accounting~~28, ~~Policies~~2012, there were approximately 54 holders of record of our common stock. As of such date, we had 18,193,124 issued and outstanding shares of common stock.

WeDividend ~~have identified certain accounting policies, described below, that are important to the portrayal of our current financial condition and results of operations.~~Policy

~~Long-Lived~~We ~~Assets~~have not declared or paid any cash dividends since our inception. Although there are no restrictions that limit our ability to pay dividends on shares of our common stock, we intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends for the foreseeable future.

InSecurities ~~accordance~~Authorized ~~with ASC 360 “Property, Plant and Equipment”, we test long-lived assets or asset groups~~ for ~~recoverability~~Issuance ~~when~~Under ~~events~~Equity or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of an asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.Compensation Plans

~~Recoverability~~As ~~is assessed based on the carrying amount~~ of ~~the~~May ~~asset~~31, ~~and~~2012, ~~its~~we ~~fair~~had ~~value~~authorized ~~which is generally determined based on~~ the ~~sum~~issuance of ~~the~~our common ~~undiscounted~~stock ~~cash flows expected to result from the use and the eventual disposal of the asset,~~ as ~~well~~described ~~as specific appraisal~~ in ~~certain instances. An impairment loss is recognized when~~ the ~~carrying~~following ~~amount is not recoverable and exceeds fair value~~table.

Foreign Currency Translation

Plan Category

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants
and Rights

Weighted-
average Exercise
Price of Outstanding
Options,
Warrants and
Rights ($)

Number of
Securities
Remaining
Available for Future
Issuance Under
Equity
Compensation
Plans

Equity Compensation Plans Approved by Security Holders

Equity Compensation Plans Not Approved by Security Holders

260,000 (1)

1.40

n/a

Total

260,000 (1)

~~Our~~(1) ~~functional~~Includes ~~currency~~options isto ~~the~~purchase ~~Canadian~~200,000 ~~dollar~~shares ~~with~~of ~~the~~our ~~reported~~common ~~amounts~~stock ~~being~~granted ~~stated~~to ~~in the United States dollar~~Dr. In ~~accordance~~Hassan ~~with~~Salari, ~~ASC~~our ~~830~~President, ~~“Foreign~~Chief ~~Currency~~Executive ~~Matters”~~Officer, ~~assets~~Secretary, Treasurer and ~~liabilities~~director; ~~are~~options ~~translated~~to atpurchase ~~the~~20,000 ~~rates~~shares of ~~exchange~~our atcommon ~~the~~stock ~~balance~~granted ~~sheet~~to ~~dates.~~Audrey ~~Income~~Lew, ~~and~~our ~~expense~~Chief ~~items~~Financial ~~are~~Officer; ~~translated~~options atto ~~average~~purchase ~~annual~~20,000 ~~rates~~shares of ~~exchange.~~our ~~The~~common ~~resulting~~stock ~~translation~~granted ~~adjustments~~to ~~are~~Dr. ~~included~~David inFiler, ~~accumulated~~our ~~other~~director; ~~comprehensive~~and ~~income~~options ~~(loss),~~to apurchase ~~separate~~20,000 ~~component~~shares of ~~stockholders’~~our ~~equity~~common stock granted to Christian Bezy, our director.

~~Research~~Recent ~~and~~Sales ~~Development~~of ~~Costs~~Unregistered Securities

~~Research~~Other ~~costs~~than ~~are~~as ~~expensed~~disclosed in ~~the~~previous ~~period~~quarterly ~~incurred. Development~~reports ~~costs~~on Form ~~are~~10-Q ~~expensed~~or incurrent ~~the~~reports ~~period~~on ~~incurred~~Form ~~unless~~8-K, we ~~believe~~did anot ~~development~~issue ~~project~~any ~~meets~~equity ~~generally~~securities ~~accepted~~that ~~accounting~~were ~~criteria~~not ~~for~~registered ~~deferral~~under ~~and~~the ~~amortization. No~~Securities Act ~~such~~during ~~costs~~our ~~have~~fiscal ~~been~~year ~~deferred~~ended ~~as at~~ May 31, ~~2011 and 2010~~2012.

~~Stock-based~~Purchases ~~Compensation~~of Equity Securities by the Issuer and Affiliated Purchasers

InWe ~~accordance~~did ~~with~~not ~~ASC~~purchase ~~718~~any ~~“Stock~~of ~~Compensation”,~~our ~~we account for share-based payments using the fair value method. Common~~ shares ~~issued to third parties for non-cash consideration are valued based on the fair market value~~ of ~~the~~common ~~services~~stock ~~provided~~ or other ~~the~~securities ~~fair~~during ~~market~~our ~~value~~fiscal ofyear ~~the~~ended ~~common~~May ~~stock on the measurement date~~31, ~~whichever is more readily determinable~~2012.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~20

~~Not~~ITEM ~~applicable~~6. SELECTED FINANCIAL DATA

17Not applicable.

ITEM 87. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL ~~STATEMENTS~~CONDITION AND ~~SUPPLEMENTARY~~RESULTS ~~DATA~~OF OPERATION

~~Global~~The ~~Health~~following ~~Ventures~~discussion ~~Inc~~and analysis of our results of operations and financial condition has been derived from and should be read in conjunction with our audited consolidated financial statements and the related notes thereto that appear elsewhere in this annual report, as well as Item 1 of this annual report. These financial statements have been prepared in accordance with US GAAP, and all dollar amounts set out in these financial statements are presented in United States dollars.

(APlan ~~Development~~of ~~Stage Company)~~Operations

~~May~~Our 31plan of operations over the next 12 months is to continue to work on the formulation of our drugs. We anticipate that we will require approximately $2.25 million to pursue our plans over the next 12 months. We plan to obtain the necessary funds from equity or debt financings, ~~2011~~as required. However, there can be no assurance that we will be able to obtain the additional financing required, or any at all. If we are not able to obtain additional financing, we may be required to scale back our plans or eliminate them altogether. There can be no assurance that we will achieve all our plans, or any of them. Our expenditures for the next 12 months, excluding the cost of clinical trials, are expected to include:

Report of Independent Public Accounting Firm	F-1
Description		Our Cost to Complete ($)
Consolidated Balance Sheets	F-2
Equipment			50,000
Consolidated Statements of Operations	F-3
Leasehold improvement / Rent			50,000
Consolidated Statements of Cash Flows	F-4
Research (1)			1,000,000
Consolidated Statement of Stockholders’ Deficit	F-5
Packaging			200,000
Notes to the Consolidated Financial Statements	F-6
Wages			400,000
Professional fees			300,000
Travel			100,000
Overhead			50,000
Administration			100,000
Total			2,250,000

18(1) Includes the cost of conducting clinical trials, formulation research and a quarterly payment of $50,000 to Globe.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~21

ToOur ~~the~~projected ~~Stockholders~~clinical ~~and~~trial ~~Board~~expenses ofare ~~Directors~~described In Item 1 under the heading “Estimate of: Costs”.

~~Global~~Results ~~Health~~of ~~Ventures Inc.~~Operations

We ~~have~~did ~~audited~~not ~~the~~generate ~~accompanying~~any ~~consolidated~~revenues ~~balance~~from ~~sheets~~inception ofon ~~Global~~April 25, ~~Health~~2006 ~~Ventures~~to ~~Inc. (a Development Stage Company) as at~~ May 31, ~~2011~~2012. ~~and~~We ~~2010,~~do ~~and~~not ~~the~~anticipate ~~related~~generating ~~consolidated~~any ~~statements~~revenues ofuntil ~~operations,~~we ~~stockholders'~~have ~~equity~~developed ~~and~~our ~~cash~~products ~~flows~~to ~~for~~ the ~~years~~point ~~ended~~where they ~~May~~are ~~31,~~suitable ~~2011, 2010 and 2009, and cumulative~~ for ~~the~~commercial ~~period~~production. ~~from~~In ~~April~~order ~~25, 2006 (inception)~~ to ~~May~~generate 31revenues, ~~2011. These~~we ~~consolidated~~will ~~financial~~incur ~~statements~~substantial ~~are~~expenses in the ~~responsibility~~ development of ~~the~~our ~~Company's~~business ~~management. Our~~and ~~responsibility~~current isproducts toand ~~express~~the anlocation ~~opinion~~and onacquisition ~~these~~of ~~consolidated~~new ~~financial~~healthcare ~~statements based on our audits~~technologies. ~~The~~ ~~cumulative~~We ~~statements~~therefore ofexpect ~~operations,~~to ~~stockholders'~~incur significant ~~equity~~losses ~~and cash flows~~ for the ~~period~~foreseeable ~~from~~future. ~~April~~We ~~25,~~recognize ~~2006~~that ~~(inception)~~if towe ~~May~~are ~~31,~~unable ~~2011~~to ~~include~~generate ~~amounts~~significant ~~for~~revenues ~~the period~~ from ~~April~~our 25activities, our ~~2006~~entire ~~(inception)~~business tomay ~~May~~fail. ~~31,~~There ~~2008~~is ~~which~~no ~~were~~history ~~audited~~upon bywhich ~~other~~to ~~auditors~~base ~~whose~~any ~~reports~~assumption ~~have~~as ~~been furnished~~ to ~~us,~~the ~~and~~likelihood ~~our~~that ~~opinion,~~we ~~insofar~~will asbe itsuccessful in ~~relates~~our toplan ~~the~~of ~~amounts~~operations, ~~included~~and ~~for~~we ~~the~~can ~~period~~provide ~~April~~no ~~25,~~assurance ~~2006 (inception)~~ to ~~May~~investors ~~31,~~that ~~2008~~we iswill ~~based~~generate ~~solely~~any onoperating ~~the~~revenues ~~reports~~or ofachieve profitable ~~other auditors~~operations.

WeDuring ~~conducted~~the ~~our~~fiscal ~~audit~~year inended ~~accordance~~May ~~with~~31, ~~the~~2012, ~~standards~~we incurred of$2,350,647 ~~the~~in ~~Public~~total ~~Company~~expenses, ~~Accounting~~including ~~Oversight~~$846,473 ~~Board~~in ~~(United~~research ~~States). Those~~and ~~standards~~development ~~require~~costs, ~~that~~$782,311 wein ~~plan~~salaries and ~~perform~~wages, $230,599 anin ~~audit~~professional tofees, ~~obtain~~$382,334 ~~reasonable~~in ~~assurance~~general ~~whether~~and ~~the~~administrative ~~financial~~expenses, ~~statements~~$67,626 ~~are~~in ~~free~~depreciation ofand ~~material~~$41,304 ~~misstatement~~in amortization. ~~The~~ ~~Company~~During isthe ~~not~~fiscal ~~required~~year toended ~~have~~May 31, ~~nor~~2011, ~~were~~ we ~~engaged~~incurred tototal ~~perform,~~expenses ~~an audit~~ of ~~its~~$2,036,873, ~~internal~~including ~~control~~$664,499 ~~over~~in research ~~financial~~and ~~reporting. Our~~development ~~audit~~costs, ~~included~~$694,569 ~~consideration~~in ofsalaries ~~internal~~and ~~control~~wages, ~~over~~$360,140 ~~financial~~in ~~reporting~~professional asfees, a$273,080 ~~basis~~in ~~for~~general ~~designing~~and administrative ~~audit~~expenses, ~~procedures~~$33,656 ~~that are appropriate~~ in ~~the~~depreciation, ~~circumstances~~$1,160 ~~but~~in ~~not~~amortization ~~for~~and ~~the~~a ~~purpose~~$9,769 ofwrite-off ~~expressing an opinion on the effectiveness~~ of ~~the~~licensing ~~Company’s internal control over financial reporting~~costs. The ~~Accordingly,~~increase wein ~~express~~our nototal ~~such~~expenses ~~opinion. An~~during ~~audit~~the ~~includes~~most ~~examining,~~recent onfiscal ayear ~~test~~was ~~basis,~~primarily ~~evidence~~due ~~supporting~~to ~~the~~an ~~amounts~~increase ~~and disclosures~~ in ~~the~~almost ~~financial~~every ~~statements. An~~major expense ~~audit also includes assessing the accounting principles used and significant estimates made by management~~category, as ~~well~~offset asby ~~evaluating~~a ~~the~~decrease ~~overall~~in ~~financial statement presentation. We believe that~~ our ~~audit~~professional ~~provides~~fees ~~a reasonable basis~~ for ~~our~~the ~~opinion~~period.

InOur ~~our~~general ~~opinion,~~and ~~the~~administrative ~~consolidated~~expenses ~~financial~~consisted of ~~statements~~rent, ~~referred~~travel, toadvertising ~~above~~and ~~present~~promotion, ~~fairly~~office maintenance, incommunication ~~all~~expenses ~~material~~and ~~respects,~~courier ~~the~~and ~~financial~~postage ~~position~~costs. ofOur general ~~Global~~and ~~Health~~administrative ~~Ventures~~expenses ~~Inc.~~increased (afrom ~~Development~~$273,080 ~~Stage~~during ~~Company)~~the asfiscal atyear ended May 31, 2011 ~~and~~to ~~2010~~$382,334 ~~and~~during the fiscal ~~results~~year ofended ~~its~~May ~~operations~~31, ~~and~~2012 ~~cash~~largely ~~flows~~as ~~for~~a ~~the~~result ~~years~~of ~~ended~~increases ~~May~~in ~~31,~~our ~~2011,~~advertising ~~2010~~ and ~~2009~~promotion and ~~cumulative~~repair ~~for~~and maintenance expenses. Our research and development costs increased between the ~~period~~two periods from ~~April 25~~$664,499 ~~2006~~to ~~(inception)~~$846,473 due to ~~May~~advances ~~31,~~in our ~~2011~~product development and ~~2010~~clinical inand ~~conformity~~manufacturing ~~with~~work, ~~accounting~~as ~~principles~~well ~~generally~~as ~~accepted~~an increase in ~~the~~our ~~United~~purchases ~~States~~ of ~~America~~raw materials and equipment for conducting research on our products.

~~The~~During ~~accompanying~~the ~~consolidated~~fiscal ~~financial~~year ~~statements~~ended ~~have~~May ~~been~~31, ~~prepared~~2012, ~~assuming~~we ~~that~~incurred ~~the~~a ~~Company~~net loss ~~will~~from ~~continue~~operations asof $2,350,647, compared to a ~~going~~net ~~concern~~loss from operations of $2,036,873 during the fiscal year ended May 31, 2011. As We ~~discussed~~also incurred $2,228,654 in ~~Note~~interest 1expense, to$970,390 in loss on the ~~consolidated~~extinguishment ~~financial~~of ~~statements~~debt, ~~the~~a ~~Company~~$240,629 ~~has~~impairment ~~limited~~loss ~~capital~~on our medical licenses, a $21,596 write-off of intangible assets and ~~has~~$93,680 ~~suffered~~in ~~losses~~loss ~~from~~on ~~operations~~the disposal of equipment during our most recent fiscal year, whereas we only incurred $1,943,173 in interest expenses and ~~negative~~$251,940 ~~cash~~in ~~flows~~financing ~~from~~charges ~~operations~~during ~~that~~our ~~raise~~prior fiscal ~~substantial~~year. ~~doubt~~The ~~about~~increase ~~its~~in ~~ability~~our interest expense was entirely due to ~~continue~~the asinterest accrued on the sale of a ~~going~~$4,200,000 ~~concern. Management's~~convertible debenture ~~plans~~to one investor that we completed in ~~regard~~March 2010 and the sale of a $4,338,833 convertible note to ~~these~~the ~~matters~~same ~~are~~investor ~~also~~that we ~~described~~completed in ~~Note~~June 12011. The ~~consolidated~~terms ~~financial~~of ~~statements~~these dosecurities ~~not~~are ~~include~~described ~~any~~more ~~adjustments~~fully ~~that~~in ~~might~~note ~~result~~4 ~~from~~of the ~~outcome~~notes ofto our audited consolidated financial statements appearing elsewhere in this ~~uncertainty~~annual report.

~~/s/UHY LDMB Advisors Inc.~~22

~~Chartered~~During ~~Accountants~~the fiscal year ended May 31, 2012, we incurred a net loss of $5,905,596, compared to a net loss of $4,171,986 during the year ended May 31, 2011. Our net loss per share for these periods was $0.54 and $0.87, respectively.

~~Surrey,~~Liquidity ~~British~~and ~~Columbia,~~Capital ~~Canada~~Resources

~~August~~As 22of May 31, ~~2011~~2012 we had $294,936 in cash and cash equivalents, $1,115,278 in total assets, $4,397,969 in total liabilities and a working capital deficit of $3,981,299. As of May 31, 2012 we had an accumulated deficit of $14,969,226.

~~F-1~~To date, we have experienced negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future, and we anticipate that we will experience negative cash flows during the year ended May 31, 2013. Accordingly, our ability to generate any revenues continues to be uncertain.

~~Global~~During ~~Health~~the ~~Ventures~~fiscal ~~Inc~~year ended May 31, 2012, we spent $1,944,346 in cash on operating activities, compared to $1,437,941 in cash spending on operating activities during the fiscal year ended May 31, 2011. The increase in our cash spending on operating activities during the fiscal year ended May 31, 2012 was primarily attributable to the increase in our net loss as described above and significant changes in a number of our adjustments to reconcile our net loss to net cash used for operating activities, notably in the categories of interest expense on convertible debt and loss on the extinguishment of debt.

(AWe ~~Development~~spent ~~Stage~~$483,670 ~~Company)~~in cash on investing activities during the fiscal year ended May 31, 2012, compared to cash spending of $301,828 on investing activities during our prior fiscal year. The increase in our cash spending on investing activities during the recent fiscal year was primarily attributable to an increase in our spending on equipment from $54,701 to $483,670, which was counterbalanced to some extent by a decrease in our spending on patents and medical licenses from $262,127 to $Nil. This decrease was in turn attributable to the write-off of our patents and the impairment loss on our medical licenses described above.

~~Consolidated~~During ~~Balance~~the ~~Sheets~~fiscal year ended May 31, 2012, we received $1,237,761 in net cash from financing activities, including $1,238,339 in proceeds from convertible debt. During the fiscal year ended May 31, 2011, we received $2,179,002 in cash from financing activities, including $2,250,000 in proceeds from convertible debt. The decrease in our cash receipts from financing activities during the fiscal year ended May 31, 2012 was primarily attributable to this reduction in convertible debt proceeds.

~~(Expressed~~During the fiscal year ended May 31, 2012, we incurred a comprehensive loss of $5,920,416. We estimate that our working capital requirements and projected operating expenses for the next 12 months will be approximately $2,250,000 as described in USthe ~~Dollars)~~“Plan of Operations” section, above. We do not currently have sufficient cash resources to meet our operating expenses for the next 12 months, so we plan to raise additional funds through the issuance of equity securities or through debt financing. There are no assurances that we will be able to obtain the funds required for our continued operation. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders, while obtaining commercial loans, assuming that such loans are available, would increase our liabilities and future cash commitments.

	May 31,			May 31,
	2011			2010
				(restated)
				(Note 12)
	$			$
ASSETS
Current Assets
Cash and cash equivalents		1,485,191			1,045,958
GST/HST receivable		14,314			40,458
Prepaid expenses		26,589			5,127
Due from shareholders		-			13,525
Due from related party		-			4,080
		1,526,094			1,109,148
Property, Plant and Equipment
Laboratory equipment		178,547			141,748
Accumulated depreciation		(45,482	)		(16,816	)
Computer hardware		14,398			12,394
Accumulated depreciation		(8,071	)		(3,714	)
Office furniture and fixtures		5,496			4,692
Accumulated depreciation		(3,136	)		(2,647	)
Office machines and equipment		550			550
Accumulated depreciation		(352	)		(302	)
		141,950			135,905
Intangible Assets
Patents and medical licenses		303,670			53,093
Accumulated amortization		(1,160	)		-
Deferred finance charges (Note 6)		742,925			1,214,654
		1,045,435			1,267,747
Total Assets		2,713,479			2,512,800
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		342,306			350,150
Accrued liabilities (Note 3)		676,401			623,340
Convertible debenture (Note 4)		1,109,500			467,708
Due to shareholders		568			-
Due to related party		14			-
		2,128,789			1,441,198
Stockholders’ Equity
Preferred Stock: 80,000,000 shares authorized, $0.0001 par value No shares issued and outstanding
Common Stock: 196,000,000 shares authorized, $0.0001 par value 166,983,192 shares issued and outstanding (May 31, 2010 – 68,871,946 shares)		16,663			6,868
Additional Paid-In Capital		7,139,018			3,456,777
Donated Capital		2,474,000			2,474,000
Accumulated other comprehensive income		18,639			25,601
Deficit accumulated during the development stage		(9,063,630	)		(4,891,644	)
		584,690			1,071,602
Total Liabilities and Stockholders’ Equity		2,713,479			2,512,800

~~(The~~Going ~~accompanying notes are an integral part of these consolidated financial statements)~~Concern

~~F-2~~Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our annual financial statements for the fiscal year ended May 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

~~Global~~We ~~Health~~do ~~Ventures~~not ~~Inc~~anticipate generating positive internal operating cash flow until we can generate substantial revenues from the commercialization of our products, and there is no assurance that we will achieve profitable operations in the future. We have historically financed our operations primarily through cash flows generated from the sale of our equity securities and through cash infusions from officers and affiliates in exchange for debt and/or common stock. No officer or affiliate has made any commitment or is obligated to continue to provide cash through loans or purchases of equity.

(AWe ~~Development~~intend ~~Stage~~to ~~Company)~~meet the balance of our cash requirements for the next 12 months through a combination of debt financing and equity financing through private placements. Currently we are active in contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements. However, we do not currently have any arrangements in place to complete any further private placement financings and there is no assurance that we will be successful in completing any such financings. If we are unsuccessful in raising sufficient funds through our capital raising efforts, we may review other financing options.

~~Consolidated~~To ~~Statements~~date, we have not generated any revenues and have incurred significant operating losses from operations. Since we anticipate expanding our operational activities in the future, we may continue to experience net negative cash flows from operations and may be required to obtain additional financing to fund our operations through offerings of ~~Operations~~equity securities and bank borrowings to the extent necessary to provide working capital. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from stockholders or other outside sources to sustain operations and meet our obligations on a timely basis and ultimately to attain profitability.

~~(Expressed~~Purchase inof USSignificant ~~Dollars)~~Equipment

				Year Ended						Accumulated From April 25, 2006
	Year Ended			May 31, 2010			Year Ended			(Date of inception)
	May 31, 2011			(restated) (Note 12)			May 31, 2009			to May 31, 2011
	$			$			$			$
Revenue		-			-			-			-
Expenses
Amortization		1,160			2,090			418			3,668
Depreciation		33,656			18,232			377			52,265
General and administrative		273,080			216,710			28,549			573,084
Professional fees:
Stock-based compensation		136,419			137,609			-			274,028
Incurred		223,721			240,243			61,542			605,385
Research and development		664,499			482,502			33,333			1,180,334
Salaries and wages:
Stock-based compensation		324,679			383,768			-			708,447
Incurred		369,890			329,555			48,893			748,338
Write-off of licensing costs		9,769			-			-			9,769
Total Expenses		2,036,873			1,810,709			173,112			4,155,318
Net Loss Before Other Income or Expense		(2,036,873	)		(1,810,709	)		(173,112	)		(4,155,318	)
Other Income or Expense
Gain on settlement of payable (Note 8)		60,000			-			-			60,000
Interest expense		(1,943,173	)		(168,173	)		(147	)		(2,112,251	)
Financing charges (Note 8)		(251,940	)		-			-			(251,940	)
Total Other Income or Expense		(2,135,113	)		(168,173	)		(147	)		(2,304,191	)
Net Loss		(4,171,986	)		(1,978,882	)		(173,259	)		(6,459,509	)
Other Comprehensive Income
Foreign currency translation adjustment		(6,962	)		(16,031	)		41,632			18,639
Comprehensive Loss		(4,178,948	)		(1,994,913	)		(131,627	)		(6,440,870	)
Net Loss Per Share – Basic and Diluted		(0.04	)		(0.03	)		-
Weighted Average Shares Outstanding		96,071,575			65,361,702			58,358,000

During the next 12 months, we intend to purchase laboratory equipment to replace some of our aging equipment as required.

~~(The~~Off-Balance ~~accompanying~~Sheet ~~notes are an integral part of these consolidated financial statements)~~Arrangements

FAs of May 31, 2012, we had no off-3balance sheet arrangements, including outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

~~Global~~Application ~~Health~~of ~~Ventures~~Critical ~~Inc.~~Accounting Policies

(AWe ~~Development~~have ~~Stage~~identified ~~Company)~~certain accounting policies, described below, that are important to the portrayal of our current financial condition and results of operations.

~~Consolidated Statements of Cash Flows~~24

~~(Expressed in US Dollars)~~Long-Lived Assets

	Year Ended May 31, 2011 $			Year Ended May 31, 2010 (restated) (Note 12) $			Year Ended May 31, 2009 $			Accumulated from April 25, 2006 (Date of inception) to May 31, 2011 $
Operating Activities
Comprehensive loss		(4,178,948	)		(1,994,913	)		(131,627	)		(6,440,870	)
Adjustment to reconcile net loss to net cash used in operating activities:
Donated services		-			-			5,250			24,000
Amortization		1,160			2,090			418			3,668
Depreciation		33,656			18,232			377			52,264
Write-off of licensing costs		9,769			-			-			9,769
Gain on settlement of payable		(60,000	)		-			-			(60,000	)
Financing charges		251,940			-			-			251,940
Interest expense; Amortization of deferred finance charges and debt discount		1,943,173			123,883			-			2,067,056
Stock based compensation		461,098			521,377			-			982,475
Foreign currency translation adjustment		6,962			-			-			6,962
Change in operating assets and liabilities:
Accounts receivable		26,144			(7,806	)		-			18,338
Prepaid expenses		(21,462	)		17,842			(15,892	)		(19,512	)
Accounts payable and accrued liabilities		88,567			336,061			62,294			495,481
Net Cash Used In Operating Activities		(1,437,941	)		(983,234	)		(79,180	)		(2,608,430	)
Investing Activities
Cash acquired on investment in Posh		-			61,649			-			61,649
Credit on purchased capital assets		15,000			-			-			15,000
Capital assets purchased		(54,701	)		(140,829	)		(3,769	)		(199, 299	)
Website development costs		-			-			(2,509	)		(2,509	)
Patents and medical licenses		(262,127	)		(30,535	)		-			(292,662	)
Net Cash Used in Investing Activities		(301,828	)		(109,715	)		(6,278	)		(417,821	)
Financing Activities
Payment of share offering costs		-			-			-			(28,400	)
Advances from (repayments to) shareholders		14,093			(13,525	)		-			568
Advances from (repayments to) a related party		4,054			3,849			32,305			125,402
Proceeds from issuance of common stock		-			1,472,868			385,000			1,910,018
Proceeds from debenture payable		2,250,000			400,000			-			2,650,000
Proceeds (repayments) of loan payable		-			-			(4,857	)		-
Deferred charges		(89,145	)		(57,001	)		-			(146,146	)
Net Cash Provided by Financing Activities		2,179,002			1,806,191			412,448			4,511,442
Increase in Cash		439,233			713,242			326,990			1,485,191
Cash - Beginning of Period		1,045,958			332,716			5,726			-
Cash - End of Period		1,485,191			1,045,958			332,716			1,485,191
Supplemental Disclosures
Interest paid		2,205			-			184			902
Income taxes paid		-			-			-			-

In accordance with ASC 360 “Property, Plant and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of an asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Non-cash Financing Transactions
Payable settled with common shares	343,600	-	-	343,600
Common stock issued for shares of Posh	-	400	-	400
Shares issued in settlement of advances from related party	-	-	116,000	116,000
Shares issued in partial settlement of debenture payable	1,616,273	-	-	1,616,273
Shares issued for deferred finance costs	252,000	895,250	-	1,147,250

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~(The~~Foreign ~~accompanying~~Currency ~~notes are an integral part of these consolidated financial statements)~~Translation

~~F-4~~Our functional currency is the Canadian dollar with the reported amounts being stated in the United States dollar. In accordance with ASC 830 “Foreign Currency Matters”, assets and liabilities are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average annual rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

~~Global~~Research ~~Health~~and ~~Ventures~~Development ~~Inc.~~Costs

(AResearch costs are expensed in the period incurred. Development costs ~~Stage~~are ~~Company)~~expensed in the period incurred unless we believe a development project meets generally accepted accounting criteria for deferral and amortization. No such costs have been deferred as at May 31, 2012 and 2011.

~~Consolidated~~Stock-based ~~Statement of Stockholders’ Deficit~~Compensation

~~For~~In ~~the~~accordance ~~period~~with ~~from~~ASC ~~May~~718 31“Stock Compensation”, we ~~2008~~account for share-based payments using the fair value method. Common shares issued to ~~May~~third 31parties ~~2011~~for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

~~(Expressed~~ITEM in7A. USQUANTITATIVE ~~Dollars)~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

															Deficit
												Accumulated			Accumulated
												Other			During the
	CommonStock						Paid-In			Donated		Comprehensive			Development
	Shares			Amount			Capital			Capital		Income			Stage			Total
							(restated)								(restated)			(restated)
	#			$			$			$		$			$			$
Balance – May 31, 2008		60,522,000			6,052			17,698			18,750		-			(135,382	)		(92,882	)
Donated services and rent		-			-						5,250		-			-			5,250
Sep 30, 2008 – common shares issued at $0.0001 per share in loan settlement		10,000,000			1,000			2,499,000					-			(2,499,000	)		1,000
Sep 30, 2008 – common shares returned in treasury		(9,800,000	)		(980	)		(2,449,020	)		2,450,000		-			-			-
Jan 20, 2009 – common shares issued at $0.25 per share in loan settlement		460,000			46			114,954			-		-			-			115,000
Jan 20, 2009 – common shares issued for cash at $0.25 per share		1,540,000			154			384,846			-		-			-			385,000
Foreign currency translation adjustment		-			-			-			-		41,632			-			41,632
Net loss for the year		-			-			-			-		-			(173,259	)		(173,259	)
Balance – May 31, 2009		62,722,000			6,272			567,478			2,474,000		41,632			(2,807,641	)		281,741
Oct 28, 2009 - common shares issued for cash at $0.75 per share (Note 6)		133,333			13			99,987			-		-			-			100,000
Oct 28, 2009 - common shares issued for cash at $0.75 per share (Note 6)		666,667			67			499,933			-		-			-			500,000
Dec 8, 2009 - common shares issued for cash at $0.75 per share (Note 6)		533,333			53			392,815			-		-			-			392,868
Dec 11, 2009 – share exchange with Posh		4,000,000			400			-			-		-			(105,121	)		(104,721	)
Apr 7, 2010 – common shares issued for cash at $0.80 per share (Note 6)		625,000			63			479,937			-		-			-			480,000
Cashless exercise of warrants		191,613			-			-			-		-			-			-
Convertible debenture financing		-			-			1,231,983			-		-			-			1,231,983
Beneficial conversion feature related to convertible debenture		-			-			63,267			-		-			-			63,267
Foreign currency translation adjustment		-			-			-			-		(16,031	)		-			(16,031	)
Stock-based compensation		-			-			521,377			-		-			-			521,377
Net loss for the period		-			-			-			-		-			(2,177,023	)		(2,177,023	)
Balance – May 31, 2010 (previously reported)		68,871,946			6,868			3,856,777			2,474,000		25,601			(5,089,785	)		1,273,461
Correction of convertible debenture (Note 13 )		-			-			(400,000	)		-		-			-			(400,000	)
Adjustment to discount amortization (Note 13)		-			-			-			-		-			154,514			154,514
Adjustment to salary expense (Note 13)		-			-			-			-		-			85,429			85,429
Adjustment to accrued interest expense (Note 13)																(41,802	)		(41,802	)
Balance – May 31, 2010 (as restated)		68,871,946			6,868			3,456,777			2,474,000		25,601			(4,891,644	)		1,071,602
Commitment shares issued		600,000			60			251,940											252,000
Share issuance costs		-			-			(312,000	)										(312,000	)
Write-off of share issuance costs (Note 8)								251,940											251,940
Oct 4, 2010 - common shares issued for services		230,000			23			19,077			-		-			-			19,100
Jan 1, 2011 - common shares issued for services		250,000			25			12,475			-		-			-			12,500
Cashless exercise of warrants		163,226			-			-			-		-			-			-
Common shares for note conversion		44,470,387			4,447			1,500,306			-		-			-			1,504,753
Beneficial conversion feature related to convertible debenture		-			-			1,502,645			-		-			-			1,502,645
Cashless exercise of warrants related to convertible debenture		52,397,633			5,240			(5,240	)		-		-			-			-
Foreign currency translation adjustment		-			-			-			-		(6,962	)		-			(6,962	)
Stock-based compensation		-			-			461,098			-		-			-			461,098
Net loss for the period		-			-			-			-		-			(4,171,986	)		(4,171,986	)
Balance – May 31, 2011		166,983,192			16,663			7,139,018			2,474,000		18,639			(9,063,630	)		584,690

Not applicable.

~~(The accompanying notes are an integral part of these consolidated financial statements)~~25

~~F-5~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Kedem Pharmaceuticals Inc. (formerly known as Global Health Ventures Inc.) (A Development Stage Company) May 31, 2012

(A Development Stage Company)

		Index

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Cash Flows		F-4

Consolidated Statement of Stockholders’ Deficit		F-5

Notes to the Consolidated Financial Statements		F-6

~~Notes to the Consolidated Financial Statements~~26

~~May~~REPORT ~~31,~~OF ~~2011~~INDEPENDENT REGISTERED PUBLIC

~~1. Development~~ACCOUNTING ~~Stage Company~~FIRM

~~Global~~To ~~Health Ventures Inc. (~~the ~~“Company”)~~Stockholders ~~was incorporated in the State of Nevada on April 25, 2006 under the name Acting Scout Inc. The Company changed its name to Goldtown Investments Corp. on September 20, 2007~~ and onBoard October 6, 2008 changed its name to Global Health Ventures Inc. The Company is located in British Columbia, Canada. The Company is a development stage specialty pharmaceutical company that is in the business of acquiring and licensing current outstanding and promising healthcare related technologies for further development and re-licensing to major pharmaceutical companies. The Company is a Development Stage Company, as defined under Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.Directors of:

~~These~~Kedem ~~consolidated~~Pharmaceuticals ~~financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business~~Inc. ~~The~~ ~~Company~~(formerly ~~has~~Global Health ~~not~~Ventures ~~generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future~~Inc. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. As at May 31, 2011, the Company has never generated any significant revenue and has accumulated losses of $9,063,630 since inception. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.)

~~The~~We have audited the accompanying consolidated balance sheet of Kedem Pharmaceuticals Inc. (formerly Global Health Ventures Inc.) (a Development Stage Company) as at May 31, 2012, and the related consolidated statement of operations, stockholders’ equity and cash flows for the year then ended, and cumulative for the period from April 25, 2006 (inception) to May 31, 2012. These consolidated financial statements are the responsibility of the Company’s ~~common~~management. ~~shares~~Our ~~trade~~responsibility is to express an opinion on these consolidated financial statements based on our audit. The cumulative statements of operations, stockholders’ equity and cash flows for the ~~Over~~period from April 25, 2006 (inception) to May 31, 2012 include amounts for the ~~Counter~~period ~~Bulletin~~from ~~Board~~April 25, 2006 (~~“OTCBB”~~inception) ~~under~~to May 31, 2011 which were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the ~~symbol~~amounts ~~“GHLV”~~included for the period April 25, 2006 (inception) to May 31, 2011 is based solely on the reports of other auditors. The financial statements of Kedem Pharmaceuticals Inc. for the year ended May 31, 2011, were audited by other auditors whose report thereon, dated August 22, 2011, expressed an unqualified opinion.

~~2. Summary~~We conducted our audit in accordance with the standards of ~~Significant~~the Public Company Accounting ~~Policies~~Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kedem Pharmaceuticals Inc. (a Development Stage Company) ~~Basis~~ as at May 31, 2012 and the results of ~~Presentation~~its operations and cash flows for the years ended May 31, 2012, and cumulative for the period from April 25, 2006 (inception) to May 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

~~These~~The accompanying consolidated financial statements have ~~and~~been ~~related~~prepared ~~notes~~assuming ~~are~~that ~~presented~~the inCompany ~~accordance~~will ~~with~~continue ~~accounting~~as ~~principles~~a ~~generally~~going ~~accepted~~concern. As discussed in Note 1 to the ~~United~~consolidated ~~States~~financial statements, the Company has limited capital and ~~are~~has ~~expressed~~suffered inlosses ~~U.S.~~from ~~dollars. These~~operations ~~consolidated~~and ~~financial~~negative ~~statements~~cash ~~include~~flows ~~the~~from ~~accounts~~operations ofthat raise ~~the~~substantial ~~Company,~~doubt about its ~~wholly~~ability ~~owned~~to ~~subsidiary,~~continue ~~Posh~~as ~~Cosmeceuticals~~a ~~Ltd~~going concern., ~~and~~Management's ~~its~~plans ~~inactive~~in ~~wholly-owned~~regard ~~subsidiary,~~to ~~Global~~these ~~Health~~matters ~~(BC)~~are ~~Ventures~~also described ~~Inc~~in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~b) Use~~Chartered ~~of Estimates~~Accountants

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowanceSurrey, ~~useful~~British ~~life of property~~Columbia, plant & equipment, stock based compensation, convertible debenture, and valuation of patents and medical licenses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.Canada

~~c) Basic~~August ~~and~~28, ~~Diluted Net Income (Loss) Per Share~~2012

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the ifF-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.1

~~F-6~~Kedem Pharmaceuticals Inc.

~~Global~~(A ~~Health~~Development ~~Ventures~~Stage ~~Inc.~~Company)

(AConsolidated ~~Development~~Balance ~~Stage Company)~~Sheets

~~Notes~~(Expressed toin ~~the~~U.S. ~~Consolidated Financial Statements~~Dollars)

May 31, 2011

	May 31, 2012			May 31, 2011
	$			$
				(Reclassified)
ASSETS
Current Assets
Cash and cash equivalents		294,936			1,485,191
GST/HST receivable		110,070			14,314
Prepaid expenses		11,664			26,589
		416,670			1,526,094
Property, Plant and Equipment
Laboratory equipment		493,986			178,547
Accumulated depreciation		(67,571	)		(45,482	)
Computer hardware		16,035			14,398
Accumulated depreciation		(11,105	)		(8,071	)
Office furniture and fixtures		6,283			5,496
Accumulated depreciation		(3,718	)		(3,136	)
Office machines and equipment		2,489			550
Accumulated depreciation		(653	)		(352	)
Leasehold improvements		32,184			–
Accumulated depreciation		(3,551	)		–
		464,379			141,950
Intangible Assets
Patents and medical licenses, Net of accumulated amortization (2012 - $Nil; 2011 - $1,160) (Note 7)		2			302,510
Deferred finance charges - Net (Note 6)		234,227			742,925
		234,229			1,045,435
Total Assets		1,115,278			2,713,479

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable		299,214			342,306
Accrued liabilities (Note 3)		424,616			336,166
Convertible debt and accrued interest (Note 4)		3,674,135			1,449,735
Due to shareholder		–			568
Due to related party		4			14
		4,397,969			2,128,789

Stockholders’ Deficit
Common Stock: 50,000,000 shares authorized, $0.0001 par value, 13,723,124 shares issued and outstanding (a)		1,373			16,663
Series “A” Preferred Stock: 10,000,000 shares authorized, $0.0001 par value, 6,800,000 shares issued and outstanding (Note 9)		680			–
Additional Paid-In Capital		9,206,663			7,139,018
Donated Capital		2,474,000			2,474,000
Accumulated other comprehensive income		3,819			18,639
Deficit accumulated during the development stage		(14,969,226	)		(9,063,630	)
		(3,282,691	)		584,690
Total Liabilities and Stockholders’ Deficit		1,152,278			2,713,479

~~2. Summary~~(a) The Company completed a 1 for 20 reverse stock split of ~~Significant~~its common ~~Accounting~~stock ~~Policies~~on ~~(continued)~~November 7, 2011. See Note 2.

~~d) Revenue~~(The ~~Recognition~~accompanying notes are an integral part of these consolidated financial statements)

~~The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”. The Company has not generated any revenue since inception.~~F-2

~~e) Comprehensive~~Kedem ~~Loss~~Pharmaceuticals Inc.

~~ASC~~(A ~~220,~~Development ~~“Comprehensive~~Stage ~~Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.~~Company)

~~f) Cash~~Consolidated ~~and~~Statements ~~Cash~~of ~~Equivalents~~Operations

~~The~~(Expressed ~~Company~~in ~~considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents~~U.S. Dollars)

g) Property, Plant and Equipment

	Year Ended May 31, 2012			Year Ended May 31, 2011 $			Accumulated from April 25, 2006 (Date of inception) to May 31, 2012
	$			(Reclassified)			$
Revenue		–			–			–

Expenses
Amortization		41,304			1,160			44,972
Depreciation		67,626			33,656			119,891
General and administrative		382,334			273,080			955,418
Professional fees:
Stock-based compensation		37,368			136,419			311,396
Incurred		193,231			223,721			798,616
Research and development		846,473			664,499			2,026,807
Salaries and wages:
Stock-based compensation		205,980			324,679			914,427
Incurred		576,331			369,890			1,324,669
Write-off of licensing costs		–			9,769			9,769
Total Expenses		2,350,647			2,036,873			6,505,965
Net Loss Before Other Income or Expense		(2,350,647	)		(2,036,873	)		(6,505,965	)

Other Income or Expense
Gain on settlement of payable		–			60,000			60,000
Loss on disposal of equipment		(93,680	)		–			(93,680	)
Loss on extinguishment of debt (Note 4)		(970,390	)		–			(970,390	)
Interest expense		(2,228,654	)		(1,943,173	)		(4,340,905	)
Financing charges		–			(251,940	)		(251,940	)
Impairment loss on intangible assets (Note 7)		(240,629	)		–			(240,629	)
Write-off of intangible assets (Note 7)		(21,596	)		–			(21,596	)

Total Other Income or Expense		(3,554,949	)		(2,135,113	)		(5,859,140	)

Net Loss		(5,905,596	)		(4,171,986	)		(12,365,105	)

Other Comprehensive Income
Foreign currency translation adjustment		(14,820	)		(6,962	)		3,819

Comprehensive Loss		(5,920,416	)		(4,178,948	)		(12,361,286	)

Net Loss Per Share – Basic and Diluted (b)		(0.54	)		(0.87	)		–

Weighted Average Shares Outstanding (b)		10,951,620			4,803,578			–

~~Property,~~(b) ~~plant~~Earnings per share and ~~equipment~~weighted ~~are~~average ~~recorded~~shares atoutstanding ~~cost. Depreciation~~figures ishave ~~provided~~been ~~annually~~adjusted atin ~~rates~~the ~~calculated~~current toperiod, ~~write~~and ~~off~~retroactively adjusted in prior periods, to reflect the ~~assets~~1 ~~over~~for ~~their~~20 ~~estimated~~reverse ~~useful~~split ~~lives~~of ascommon ~~follows:~~stock that occurred effective November 7, 2011. See Note 2.

Laboratory equipment	20% diminishing balance
Computer hardware	45% diminishing balance
Office furniture and fixtures	20% diminishing balance
Office machines and equipment	20% diminishing balance

(The accompanying notes are an integral part of these consolidated financial statements)

~~In the year of acquisition, these rates are reduced by one~~F-~~half.~~3

~~h) Medical~~Kedem ~~Technology~~Pharmaceuticals ~~Licenses~~Inc.

~~The~~(A ~~Company~~Development ~~amortizes~~Stage the cost of acquired medical technology licenses over the lesser of the license term or the estimated period of benefit. The term of the current medical license is the later of the date on which all the licensed patents have expired or been revoked without a right of further appeal, and the date on which the marketing for the license agreements and the licenses granted under the agreement is seized. The medical technology licenses are being amortized over 7 years.Company)

~~i) Long-Lived~~Consolidated ~~Assets~~Statements of Cash Flows

In(Expressed ~~accordance with ASC 360 “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes~~ in ~~circumstances indicate that their carrying amount may not be recoverable~~U. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful lifeS. Dollars)

	Year Ended May 31, 2012			Year Ended May 31, 2011			Accumulated from April 25, 2006 (Date of inception) to May 31, 2012
	$			$			$
Operating Activities
Comprehensive loss		(5,920,416	)		(4,178,948	)		(12,361,286	)
Adjustment to reconcile net loss to net cash used in operating activities:
Donated services		–			–			24,000
Amortization		41,304			1,160			44,972
Depreciation		67,626			33,656			119,891
Write-off of licensing costs		–			9,769			9,769
Gain on settlement of payable		–			(60,000	)		(60,000	)
Loss on extinguishment of debt		970,390			–			970,390
Loss on disposal of equipment		93,680			–			93,680
Financing charges		–			251,940			251,940
Impairment loss on intangible assets		240,629			–			240,629
Write-off of intangible assets		21,596			–			21,596
Interest expense on convertible debt		2,224,082			1,943,173			4,291,136
Stock-based compensation		243,348			461,098			1,225,823
Foreign currency translation adjustment		14,820			6,962			21,782
Change in operating assets and liabilities:
GST/HST receivable		(95,679	)		26,144			(77,341	)
Prepaid expenses		14,925			(21,462	)		(4,587	)
Accounts payable and accrued liabilities		139,349			88,567			634,830
Net Cash Used In Operating Activities		(1,944,346	)		(1,437,941	)		(4,552,776	)

Investing Activities
Cash acquired on investment in Posh		–			–			61,649
Credit on purchased equipment		–			15,000			15,000
Equipment purchased		(483,670	)		(54,701	)		(682,969	)
Website development costs		–			–			(2,509	)
Patents and medical licenses		–			(262,127	)		(292,662	)
Net Cash Used in Investing Activities		(483,670	)		(301,828	)		(901,491	)

Financing Activities
Payment of share offering costs		–			–			(28,400	)
Advances from (repayments to) shareholders		(568	)		14,093			-
Advances from (repayments to) a related party		(10	)		4,054			125,392
Proceeds from issuance of common stock		–			–			1,910,018
Proceeds from convertible debt		1,238,339			2,250,000			3,888,339
Proceeds (repayments) of loan payable		–			–			–
Deferred charges		–			(89,145	)		(146,146	)
Net Cash Provided by Financing Activities		1,237,761			2,179,002			5,749,203
Increase (decrease) in Cash		(1,190,255	)		439,233			294,936
Cash – Beginning of Period		1,485,191			1,045,958			–
Cash – End of Period		294,936			1,485,191			294,936
Supplemental Disclosures
Interest paid		–			2,205			3,107
Income taxes paid		–			–			–
Non-cash Financing Transactions
Payables settled with common stock		–			343,600			343,600
Payables settled with series “A” preferred stock		154,000			–			154,000
Common stock issued for shares of Posh		–			–			400
Shares issued in settlement of advances from related party		–			–			116,000
Shares issued in partial settlement of convertible debt		905,392			1,616,273			2,521,655
Warrants issued for deferred finance costs		241,404			–			1,389,154
Shares issued for deferred finance costs		–			252,000			252,000

~~F-7~~(The accompanying notes are an integral part of these consolidated financial statements)

~~Global Health Ventures Inc.~~F-4

(AKedem ~~Development~~Pharmaceuticals ~~Stage Company)~~Inc.

~~Notes~~(A toDevelopment ~~the~~Stage ~~Consolidated Financial Statements~~Company)

~~May~~Consolidated ~~31,~~Statement ~~2011~~of Stockholders’ Deficit

~~2. Summary~~(Expressed ofin ~~Significant~~U.S. ~~Accounting Policies (continued~~Dollars)

j) Financial Instruments

Preferred Series “A”
Stock

Additional
Paid-In

Donated

Accumulated
Other
Comprehensive

Deficit
Accumulated
During the
Development

Amount

Capital

Income

Stage

Total

(restated)

Balance – May 31, 2008

60,522,000

6,052

–

17,698

18,750

–

(135,382

)

(92,882

)

Donated services and rent

–

5,250

–

5,250

Sep 30, 2008 – common shares issued at $0.0001 per share in loan settlement

10,000,000

1,000

–

2,499,000

–

(2,499,000

)

1,000

Sep 30. 2008 – common shares returned to treasury

(9,800,000

)

(980

)

–

(2,449,020

)

2,450,000

–

Jan 20, 2009 – common shares issued at $0.25 per share in loan settlement

460,000

–

114,954

–

115,000

Jan 20, 2009 - common shares issued for cash at $0.25 per share

1,540,000

154

–

384,846

–

385,000

Foreign currency translation adjustment

–

41,632

–

41,632

Net loss for the year

–

(173,259

)

(173,259

)

Balance – May 31, 2009

62,722,000

6,272

–

567,478

2,474,000

41,632

(2,807,641

)

281,741

Oct 28, 2009 – common shares issued for cash at $0.75 per share (Note 6)

133,333

–

99,987

–

100,000

Oct 28, 2009 – common shares issued for cash at $0.75 per share (Note 6)

666,667

–

499,933

–

500,000

Dec 8, 2009 – common shares issued for cash at $0.75 per share (Note 6)

533,333

–

392,815

–

392,868

Dec 11, 2009 – share exchange with Posh

4,000,000

400

–

(105,121

)

(104,721

)

Apr 7, 2010 – common shares issued for cash at $0.80 per share

625,000

–

479,937

–

480,000

Cashless exercise of warrants

191,613

–

Convertible debenture financing

–

1,231,983

–

1,231,983

Beneficial conversion feature related to convertible debenture

–

63,267

–

63,267

Foreign currency translation adjustment

–

(16,031

)

–

(16,031

)

Stock-based compensation

–

521,377

–

521,377

Net loss for the period

–

(2,177,023

)

(2,177,023

)

Balance – May 31, 2010 (previously reported)

68,871,946

6,868

–

3,856,777

2,474,000

25,601

(5,089,785

)

1,273,461

Correction of convertible debenture

–

(400,000

)

–

(400,000

)

Adjustment to discount amortization

–

154,514

Adjustment to salary expense

–

85,429

Adjustment to accrued interest expense

–

(41,802

)

(41,802

)

Balance – May 31, 2010 (as restated)

68,871,946

6,868

–

3,456,777

2,474,000

25,601

(4,891,644

)

1,071,602

Commitment shares issued

600,000

–

251,940

–

252,000

Share issuance costs

–

(312,000

)

–

(312,000

)

Write-off of share issuance costs

–

251,940

–

251,940

Oct 4, 2010 – common shares issued for services

230,000

–

19,077

–

19,100

Jan 1, 2011 – common shares issued for services

250,000

–

12,475

–

12,500

Cashless exercise of warrants

163,226

–

Common shares for note conversion

44,470,387

4,447

–

1,500,306

–

1,504,753

Beneficial conversion feature convertible debenture

–

1,502,645

–

1,502,645

Cashless exercise of warrants related to convertible debenture

52,397,633

5,240

–

(5,240

)

–

Foreign currency translation adjustment

–

(6,962

)

–

(6,962

)

Stock-based compensation

–

461,098

–

461,098

Net loss for the period

–

(4,171,986

)

(4,171,986

)

Balance – May 31, 2011

166,983,192

16,663

–

7,139,018

2,474,000

18,639

(9,063,630

)

584,690

Common shares issued on convertible debt (see Note 4)

42,505,900

4,250

–

784,714

–

788,964

Series “A” Preferred shares issued (Note 8)

–

6,800,000

680

153,320

–

154,000

Jun 22, 2011 – common shares issued for services

250,000

–

(25

)

–

Issuance costs re: warrants on convertible note (Note 6)

–

241,404

–

241,404

Beneficial conversion features on convertible debt (see Note 4)

–

625,319

–

625,319

Adjustment re: 1 for 20 reverse stock split, November 7, 2011 (c)

(196,015,968

)

(19,565

)

–

19,565

–

Foreign currency translation adjustment

–

(14,820

)

–

(14,820

)

Stock-based compensation

–

243,348

–

243,348

Net loss for the period

–

(5,905,596

)

(5,905,596

)

Balance – May 31, 2012

13,723,124

1,373

6,800,000

680

9,206,663

2,474,000

3,819

(14,969,226

)

(3,282,691

)

(c) The Company’s ~~financial~~completed ~~instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, amounts due to~~ a ~~related~~1 ~~party,~~for a20 ~~convertible~~reverse ~~debenture,~~stock ~~and~~split ~~amounts due to shareholders. The fair value~~ of financial instruments cash and cash equivalents, accounts payable and accrued liabilities, amounts due to a related party and amounts due to shareholders were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The carrying value of the Company’s long-term convertible debenture approximates its ~~fair~~common ~~value~~stock ~~based~~ on ~~current~~November ~~market~~7, ~~borrowing rates~~2011. ~~Accordingly,~~See ~~the~~Note ~~long-term convertible debenture is classified as level~~ 2 ~~in the fair value hierarchy~~.

(The ~~Company’s~~accompanying ~~operations~~notes ~~will~~are bean inintegral Canada and the United States, resulting in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree part of ~~volatility of~~ these ~~rates. Currently,~~consolidated ~~the~~financial ~~Company does not use derivative instruments to reduce its exposure to foreign currency risk.~~statements)

~~k) Income Taxes~~F-5

~~The~~Kedem ~~Company~~Pharmaceuticals ~~follows the asset and liability method of accounting for income taxes~~Inc. ~~Under this method, current taxes are recognized for the estimated income taxes payable for the current period.~~

~~Deferred~~(A ~~income~~Development ~~taxes~~Stage are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes.Company)

~~Deferred~~Notes ~~tax assets and liabilities are measured using enacted tax rates that are expected~~ to ~~apply to taxable income in~~ the ~~years~~Consolidated inFinancial which those temporary differences are expected to be covered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.Statements

~~l) Foreign~~May ~~Currency~~31, ~~Translation~~2012

~~The functional currency of the Company is the Canadian dollar with the reported amounts being stated in the United States dollar~~1. InDevelopment ~~accordance~~Stage with ASC 830 “Foreign Currency Matters”, assets and liabilities are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average annual rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.Company

mKedem Pharmaceuticals Inc. (the “Company”) ~~Research~~ was incorporated in the State of Nevada on April 25, 2006 under the name Acting Scout Inc. The Company changed its name to Goldtown Investments Corp. on September 20, 2007 and on October 6, 2008 changed its name to Global Health Ventures Inc. On September 23, 2011, the Company completed a merger with its wholly-owned subsidiary, Kedem Pharmaceuticals Inc., and formally assumed the subsidiary’s name by filing Articles of Merger with the Nevada Secretary of State. The Company is located in British Columbia, Canada. The Company is a development ~~costs~~stage specialty pharmaceutical company that is in the business of acquiring and licensing current outstanding and promising healthcare related technologies for further development and re-licensing to major pharmaceutical companies. The Company is a Development Stage Company, as defined under Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.

~~Research~~These ~~costs~~consolidated ~~are~~financial ~~expensed~~statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the ~~period~~normal ~~incurred~~course of business. ~~Development~~ ~~costs~~The ~~are~~Company ~~expensed~~has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the ~~period~~immediate ~~incurred~~or ~~unless~~foreseeable ~~the~~future. The continuation of the Company ~~believes~~as a ~~development~~going ~~project~~concern ~~meets~~is ~~generally~~dependent ~~accepted~~upon ~~accounting~~the ~~criteria~~continued ~~for~~financial ~~deferral~~support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and ~~amortization~~the attainment of profitable operations. NoThese ~~such~~factors ~~costs~~raise ~~have~~substantial doubt ~~been~~regarding ~~deferred~~the Company’s ability to continue as a going concern. As at May 31, ~~2011~~2012, the Company has never generated any significant revenue and ~~2010~~has accumulated losses of $14,969,226 since inception. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~n) Stock-based~~The ~~Compensation~~Company’s common stock trades on the OTC Markets Group’s OTCQB under the symbol “KDMP”.

~~In accordance with ASC 718 “Stock Compensation”, the Company accounts for share-based payments using the fair value method~~2. ~~Common~~(i) ~~shares~~Changes ~~issued~~in to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.Presentation

~~F-8~~a) Name Change

~~Global~~On ~~Health~~September ~~Ventures~~23, 2011, the Company completed a merger with its wholly owned subsidiary, Kedem Pharmaceuticals, Inc., and formally assumed the subsidiary’s name by filing Articles of Merger with the Nevada Secretary of State. The subsidiary was incorporated entirely for the purpose of effecting the name change and the merger did not affect the Company’s Articles of Incorporation or corporate structure in any other way.

(AThe ~~Development~~name ~~Stage~~change became effective in the market at the open of business on November 7, 2011. At that time, the Company)’s common stock became eligible for quotation on the Over the Counter Bulletin Board under the name Kedem Pharmaceuticals Inc. and the trading symbol “GHLVD”. On December 20, 2011, the trading symbol changed permanently to “KDMP.”

~~Notes~~b) toReverse ~~the~~Stock ~~Consolidated Financial Statements~~Split

~~May~~On 31September 26, 2011, the directors authorized a 1 for 20 reverse stock split of the Company’s common stock and effected a corresponding decrease in its authorized share capital by filing of a Certificate of Change with the Nevada Secretary of State. The reverse stock split became effective in the market at the open of business on November 7, 2011. Par value of the common stock of $0.0001 remains unchanged. Share and per share amounts reflected throughout these consolidated financial statements and related notes have been adjusted to reflect the reverse stock split.

2. (ii) Summary of Significant Accounting Policies ~~(continued)~~

~~Recently~~a) ~~Issued~~Basis of Presentation

InThese ~~September~~consolidated ~~2009,~~financial ~~the~~statements and ~~Financial~~related ~~Accounting~~notes ~~Standards~~are ~~Board~~presented ~~(the~~in ~~“FASB”)~~accordance ~~issued~~with ~~ASC~~accounting ~~820-10~~principles ~~“Measuring~~generally ~~Liabilities~~accepted atin ~~Fair~~the ~~Value”. ASC~~United ~~820-10~~States ~~provides~~(“U.S. ~~additional~~GAAP”), and ~~guidance~~are onexpressed ~~how~~in ~~companies~~U.S. ~~should~~dollars. ~~measure~~These ~~liabilities~~consolidated atfinancial ~~fair~~statements ~~value. Specifically,~~include the ~~fair~~accounts ~~value~~ of athe ~~liability~~Company, isits ~~not~~wholly ~~adjusted~~owned subsidiary, toPosh ~~reflect~~Cosmeceuticals ~~the~~Ltd. ~~impact~~(“Posh”), ofand ~~contractual~~its ~~restrictions~~inactive ~~that~~wholly-owned ~~prevent~~subsidiary, ~~its~~Global ~~transfer~~Health (BC) Ventures Inc.

~~In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010~~F-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. 6

InKedem ~~February~~Pharmaceuticals ~~2010, the FASB issued ASU 2010-09, which amends ASC 855 to address certain implementation issues related to an entity's requirement to perform and disclose subsequent events procedures~~Inc. ASU 2010-09 requires entities that make filings with the Securities and Exchange Commission (the “SEC”) to evaluate subsequent events through the date the financial statements are issued. The new guidance became effective immediately for financial statements that are issued or available to be issued.

~~Future~~(A ~~Pronouncements~~Development Stage Company)

~~The~~Notes ~~SEC~~to ~~is considering timelines for~~ the ~~use~~Consolidated ~~of International~~ Financial Reporting Standards (“IFRS”) by SEC issuers. The Company expects to adopt IFRS as its reporting standard when the SEC requires its domestic registrants in the U.S. to transition to IFRS. The Company has not assessed the impact of this potential change on its financial position, results of operations or cash flows.Statements

InMay ~~March 2010~~31, the FASB issued ASU No. 2010-11 "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning on or after June 15, 2010.2012

~~In April 2010, FASB published guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions~~2. ~~Consideration~~Summary ~~that is contingent on achievement~~ of aSignificant ~~milestone~~Accounting inPolicies its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones that should be evaluated individually. The amendments are effective on a prospective basis for milestones achieved in fiscal years, and interim periods with those years, beginning on or after June 15, 2010.(continued)

~~3. Accrued~~b) ~~Liabilities~~Use of Estimates

	May 31, 2011		May 31, 2010
	$		(restated) (Note 12) $
Accrued interest		340,235		48,381
Professional fees		25,000		25,000
Research and development		33,333		30,833
Salaries		271,098		207,126
Accrued finance costs		-		312,000
Other		6,735		-
		676,401		623,340

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowance, depreciation of property, plant and equipment, stock based compensation, convertible debt, and valuation of patents and medical licenses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~F-9~~c) Basic and Diluted Net Income (loss) Per Share

~~Global~~The ~~Health~~Company ~~Ventures~~computes ~~Inc~~net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. All EPS calculations presented give effect to the reverse stock split.

(Ad) ~~Development~~Revenue ~~Stage Company)~~Recognition

~~Notes~~The toCompany ~~the~~recognizes ~~Consolidated~~revenue ~~Financial~~in accordance ~~Statements~~with ASC 605 “Revenue Recognition”. The Company has never generated any revenue since inception.

~~May~~e) ~~31,~~Comprehensive ~~2011~~Loss

~~4. Convertible~~ASC ~~Debenture~~220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

~~On March 19, 2010, the Company sold to one investor (the “Lender”~~f) aCash $4,200,000 convertible debenture due March 18, 2014, unless converted in accordance with the repayment terms prior to such date. The debenture bears interest at a rate of 12% per annum payable on maturity, is unsecured and ~~ranks~~Cash ~~equally to any of the Company’s existing and future unsecured debts.~~Equivalents

The ~~debenture~~Company ~~was~~considers ~~sold~~all ~~with~~highly liquid ainstruments ~~25%~~with ~~discount~~maturity ~~from face value for a net book value~~ of ~~$3,150,000. The~~three ~~$3,150,000~~months ~~consists~~or ofless ~~cash of $400,000 paid~~ at ~~closing and eleven investor notes in~~ the ~~amount~~time of ~~$250,000~~issuance ~~each.~~to ~~The~~be ~~investor~~cash ~~notes are mandatorily pre-payable in sequence, at the rate of one note per month commencing on the seven month anniversary of the closing date~~equivalents. ~~In March 2011, at the Lender’s discretion, two monthly investments notes were received by the Company.~~

~~Beginning~~g) ~~six months from the closing date~~Property, ~~the~~Plant ~~Lender may require the Company to repay the principal amount~~ and accrued interest, in full or in part, in fully-paid and non-assessable shares of the Company’s common stock at a rate per share equal to the market price as calculated under the Debenture Agreement. The Lender is not permitted to deliver a request for repayment where the dollar amount of the request for repayment would exceed 125% of the amounts outstanding under the debenture. In September 2010, the conversion price was amended, providing for an additional 10% discount to the market price as defined under the Agreement. Equipment

~~As long as any amounts due under the debenture are outstanding~~Property, ~~the~~plant Company is prohibited, unless consented to by the Lender, from selling, leasing or otherwise disposing of any of its assets other than in its ordinary course of business, from merging or consolidating with any other person unless the debenture is assumed by the surviving entity and ~~from~~equipment ~~adopting~~are recorded ~~any~~at ~~plan or arrangement for the dissolution or liquidation of the Company~~cost. ~~Debenture~~ ~~covenants~~Depreciation ~~also~~is ~~prohibit~~provided ~~the~~annually ~~Company~~at ~~from~~rates ~~redeeming~~calculated ~~or repurchasing any of its capital stock or making any advance or loan~~ to ~~any~~write ~~person,~~off ~~firm or corporation except for reasonable business expenses advanced to Company employees or independent contractors in~~ the ~~ordinary~~assets ~~course~~over oftheir ~~business. Under~~estimated ~~the~~useful ~~terms of the agreement, the Company also has to reserve for issuance 50,000,000 shares of its common stock~~ lives as may be issuable from time to time upon a request for repayment of the debenture in common stock. As at May 31 2011, only 29,016,808 shares of the Company’s common stock were available for issuance. On June 16 2011, the holders of a majority of the Company’s issued and outstanding stock approved an amendment to the Company’s bylaws and an increase in the Company’s authorized capital from 196,000,000 shares of common stock, to 1,000,000,000 shares of common stock, in order to comply with the terms of the Debenture Agreement. See Note 13follows: ~~Contingencies and Note 14: Subsequent Events.~~

Events of default under the terms of the Agreement include the following:

Laboratory equipment	20%	diminishing balance
Computer hardware	45%	diminishing balance
Office furniture and fixtures	20%	diminishing balance
Office machines and equipment	20%	diminishing balance
Leasehold improvements	straight-line over the term of the lease

~~a) Default of payment of interest or principal or any amount due under the Debenture Agreement;~~F-7

b)Kedem ~~Material~~Pharmaceuticals ~~default, misrepresentation, or material breach of the covenants described in the paragraph above;~~Inc.

c)(A ~~Any~~Development ~~transfer,~~Stage ~~conveyance, or assignment of substantial~~ Company ~~or subsidiary assets;~~)

d)Notes ~~Any~~to ~~money judgment, writ of warrant or attachment, or similar process against~~ the ~~Company~~Consolidated inFinancial ~~excess of $100,000;~~Statements

e)May ~~Failure~~31, ~~to issue common stock within 5 business days of receipt of a written request for repayment of outstanding amounts in common stock;~~2012

f)2. ~~The~~Summary ~~average dollar volume~~ of ~~common~~Significant ~~stock~~Accounting ~~for~~Policies ~~any consecutive 10 day trading period falls below $40,000 per day;~~(continued)

gh) ~~Control~~Property, ofPlant ~~the~~and ~~whole~~Equipment ~~or substantial portion of the Company by any governmental agencies;~~(continued)

h)In ~~Order by a court adjudging~~ the ~~Company~~year ~~bankrupt~~of ~~or insolvent~~acquisition, orthese rates ~~seeking~~are ~~reorganization;~~reduced by one-half.

i) ~~Failure~~Medical ofTechnology ~~the Company to maintain its status as a reporting company under the federal securities laws; and~~Licenses

j)Intangible ~~Failure~~assets toare ~~timely~~recorded ~~file~~at cost. ~~reports~~The ~~required~~Company toamortizes bethe ~~filed~~cost byof acquired medical technology licenses over the ~~SEC~~lesser of the license term or the estimated period of benefit. The term of the current medical license is the later of the date on which all the licensed patents have expired or been revoked without a right of further appeal, and the date on which the marketing for the license agreements and the licenses granted under the agreement is seized. The medical technology licenses are being amortized straight-line over seven years. The Company amortizes the cost of its patent balance straight line over its estimated period of benefit of twenty years.

~~Upon~~The ~~occurrence~~Company ofassesses ~~one~~the realizability of ~~the~~its ~~above~~intangible ~~events,~~assets ~~the~~whenever ~~amount~~events ~~due~~or ~~under~~changes ~~the~~in ~~debenture~~circumstances ~~will~~indicate bethat ~~immediately~~the ~~due~~carrying ~~and~~value ~~payable~~may atnot ~~the~~be ~~rate~~recoverable. ofIf an ~~110%~~impairment ofreview ~~the~~is ~~sum~~triggered, of the ~~principal~~Company ~~outstanding~~evaluates ~~immediately prior to~~ the ~~event~~carrying value of ~~default~~intangible ~~and~~assets ~~all~~based ~~interest,~~on ~~fees,~~estimated ~~costs~~undiscounted future ~~and~~cash ~~penalties. These~~flows ~~amounts~~in ~~will~~a ~~accrue~~accordance ~~interest~~with atASC ~~the~~360, ~~rate~~“Property, ofPlant ~~12%~~and ~~per annum until payment~~Equipment”.

Fj) Long-10Lived Assets

~~Global~~In ~~Health~~accordance ~~Ventures~~with ~~Inc~~ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

(ARecoverability ~~Development~~is ~~Stage~~assessed ~~Company)~~based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Notes~~k) ~~to the Consolidated~~ Financial ~~Statements~~Instruments

~~May~~The 31Company’s financial instruments consist of cash and cash equivalents, ~~2011~~accounts payable and accrued liabilities, amounts due to a related party, and convertible debt and accrued interest. The fair value of financial instruments cash and cash equivalents, accounts payable and accrued liabilities, and amounts due to a related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The carrying value of the Company’s long-term convertible debt approximates its fair value based on current market borrowing rates. Accordingly, the long-term convertible debt is classified as “Level 2” in the fair value hierarchy.

4The Company’s operations are in Canada and the United States, resulting in exposure to market risks from changes in foreign currency rates. ~~Convertible~~ ~~Debenture~~The ~~(continued)~~financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

On July 16, 2010, the Company had an event of default under the terms of the debenture. The Lender waived the default, and in exchange, raised the interest rate on the debenture from 6% per annum to 9% per annum.F-8

OnKedem ~~September~~Pharmaceuticals ~~2, 2010, the Company had an event of default under the terms of the debenture~~Inc. The Lender waived the default, and in exchange, raised the interest rate on the debenture from 9% per annum to 12% per annum and negotiated a 10% discount on the market price as defined under the Debenture Agreement for all conversions of the debenture into common stock.

In(A ~~connection~~Development ~~with~~Stage ~~the issuance of the debenture, the~~ Company incurred $952,250 of issuance costs which consisted of $895,250 of non-cash costs for warrants issued to the Lender and for warrants issued as a finder’s fee and $57,000 of cash costs for commissions and related professional fees. Additional cash costs for commissions of $89,146 were incurred in the twelve month period ending May 31, 2011. These costs are being amortized and are recorded as interest expense through March 18, 2014, the maturity date of the debenture.)

~~The~~Notes Company has separately accounted for the liability and equity components of the debenture by allocating the proceeds from the issuance of the debenture between the liability component and the beneficial conversion option, or equity component. Based on this calculation, $1,502,645 has been allocated to the ~~equity~~Consolidated ~~component~~Financial ~~to date. During the twelve month period ended May 31, 2011, the Company recorded amortization of the debt discount in the amount of $1,110,144, which was charged to interest expense.~~Statements

	May 31, 2011			May 31, 2010
				(restated)
				(Note 12)
	$			$
Principal amount of liability component		3,533,330			533,333
Amount converted to common shares		(1,533,332	)		-
Unamortized discount		(890,498	)		(65,625	)
Net carrying amount		1,109,500			467,708

May 31, 2012

~~During the twelve month period ending May 31, 2011, the Lender converted $1,616,273 of the debenture, including principal and interest, into 44,470,387 shares of the Company’s common stock~~2. ~~During~~ ~~the~~Summary ~~twelve month period ending May 31, 2011, the lender elected to exercise 1,105,991 share purchase warrants attached to the debenture to purchase 52,397,633 shares~~ of ~~the~~Significant ~~Company’s~~Accounting ~~common~~Policies ~~stock using a cashless provision.~~(continued)

~~5. Related~~l) ~~Party~~Income ~~Transactions~~Taxes

a)The ~~During the twelve month period ended May 31, 2011, the President of the~~ Company ~~advanced~~follows ~~$13,308 (2010 - $nil) to~~ the ~~Company,~~asset ~~was~~and liability ~~repaid~~method ~~$405 (2010 - $4,557) by the Company, incurred $5,469 (2010 - $17,256)~~ of ~~expenses~~accounting onfor ~~behalf~~income oftaxes. ~~the~~Under ~~Company,~~this ~~owed $11~~method,~~011~~ ~~(2010~~current -taxes ~~$nil)~~are inrecognized ~~expenses~~for to the ~~Company~~estimated ~~and~~income ~~repaid~~taxes payable ~~$6,916 (2010 - $nil) in expenses to the Company. Included in accrued liabilities (see Note 3) is $271,098 (2010 - $207,126)~~ for ~~salaries owed to~~ the ~~President~~current ~~of the Company~~period.

b)Deferred ~~During~~income ~~the~~taxes ~~twelve~~are ~~month~~provided for ~~period~~based ~~ended~~on ~~May~~the ~~31,~~estimated ~~2011,~~future ~~the~~tax ~~Company~~effects ~~paid~~of ~~$Nil~~temporary ~~(2010~~differences -between ~~$27,132)~~financial tostatement acarrying ~~relative~~amounts of assets and liabilities and their respective tax bases as well as the ~~President~~benefit of ~~the~~losses ~~Company~~available ~~for~~to ~~finder’s~~be ~~fees~~carried ~~incurred~~forward onto ~~two~~future ~~private~~years ~~placements~~for tax purposes.

c)Deferred ~~During~~tax ~~the~~assets ~~twelve~~and ~~month~~liabilities are ~~period~~measured ~~ended~~using ~~May~~enacted ~~31,~~tax ~~2011,~~rates that are expected to apply to taxable income in the ~~Company~~years ~~paid~~in ~~$47,336~~which ~~(2010~~those -temporary ~~$36,719)~~differences are expected to ~~two~~be ~~companies~~covered ~~related~~or tosettled. ~~the~~The ~~President~~effect of deferred tax assets and liabilities of a change in tax rates is recognized in operations in the ~~Company~~period that includes the enactment date. A valuation allowance is recorded for ~~rent~~deferred oftax ~~office~~assets ~~and~~when ~~laboratory~~it is ~~space~~more likely than not that such deferred tax assets will not be realized.

~~F-11~~m) Foreign Currency Translation

~~Global~~The ~~Health~~functional ~~Ventures~~currency ~~Inc~~of the Company is the Canadian dollar with the reported amounts being stated in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, assets and liabilities are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average annual rates of exchange. Foreign currency translation gains and losses are recognized in the statement of operations. Foreign currency translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

(An) ~~Development~~Research ~~Stage~~and ~~Company)~~development costs

~~Notes~~Research tocosts are expensed in the period ~~Consolidated~~incurred. ~~Financial~~Development ~~Statements~~costs are expensed in the period incurred unless the Company believes a development project meets generally accepted accounting criteria for deferral and amortization. No such costs have been deferred as at May 31, 2012 and 2011.

~~May~~o) ~~31,~~Stock-based ~~2011~~Compensation

5In accordance with ASC 718, “Stock Compensation”, the Company accounts for share-based payments using the fair value method. ~~Related~~ ~~Party~~Shares ~~Transactions~~of ~~(continued)~~common stock issued to third parties for non-cash consideration are valued based on the fair market value of the services provided, or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

d)Recent OnAccounting March 15, 2009, the Company entered into a research contract with Globe Laboratories Inc. (“Globe”), a company controlled by two individuals related to the President of the Company, to engage Globe for research on the sublingual technologies developed by Globe. The Company agreed to pay $50,000 per quarter to Globe from April 1, 2009 until the technology is put into commercial production, or the technologies are sold or sublicensed. To date, $433,333 in research costs have been accrued under this agreement, of which $400,000 has been paid to Globe. In addition, for the twelve month period ended May 31, 2011, the Company paid $121,349 to Globe for research and development costs incurred in excess of the contracted amount. The Company also paid an additional $250,000 to Globe in the twelve month period ended May 31, 2011, for Milestone II payments per the Medical License Agreement with Globe for the development of the sublingual technology.Pronouncements

e)The ~~During~~U.S. ~~the~~Securities ~~twelve~~and ~~month~~Exchange Commission ~~period~~(the ~~ended~~“SEC”) ~~May~~is ~~31,~~considering ~~2011,~~timelines for the ~~Company~~use ~~paid~~of ~~$8,000~~International ~~(2010~~Financial -Reporting ~~$6,000~~Standards (“IFRS”) by SEC issuers. The Company expects to aadopt ~~Director~~IFRS ofas its reporting standard when the SEC requires its domestic registrants in the U.S. to transition to IFRS. The Company ~~for~~has ~~consulting~~not ~~services~~assessed the impact of this potential change on its financial position, results of operations or cash flows.

f)In ~~Effective~~May ~~December 11~~2011, ~~2009,~~ the ~~Company~~Financial ~~issued~~Accounting Standards anBoard ~~aggregate~~(the of“FASB”) ~~4,000,000~~provided ~~shares~~amendments ofto ~~its~~achieve common ~~stock~~fair tovalue ~~the~~measurement ~~shareholders~~and ofdisclosure ~~Posh,~~requirements in aU.S. ~~company~~GAAP ~~controlled~~and byIFRS. ~~the~~The ~~President~~amendments ofprovide ~~the~~clarification ~~Company,~~and/or ~~pursuant~~additional requirements relating to athe ~~share~~following: ~~exchange~~a) ~~agreement~~application of ~~dated~~the ~~June~~highest ~~12,~~and ~~2009.~~best ~~The~~use ~~Company~~and ~~issued~~valuation ~~the~~premise ~~securities~~concepts, tob) 27measurement ~~non-U.S.~~of ~~persons~~the ~~(as~~fair ~~that~~value ~~term~~of isinstruments ~~defined~~classified in ~~Regulation~~an Sentity’s shareholders’ equity, c) measurement of the ~~Securities~~fair ~~Act~~value of ~~1933)~~financial ininstruments anthat ~~offshore~~are ~~transaction~~managed ~~relying~~within ona ~~Regulation~~portfolio, Sd) application of premiums and~~/or~~ ~~Section~~discounts ~~4(2)~~in ofa ~~the~~fair ~~Securities~~value ~~Act~~measurement, ofand ~~1933~~e) disclosures about fair value measurements. ~~Due~~These toamendments ~~the~~will be ~~fact~~effective ~~that~~prospectively ~~the~~for ~~two~~interim ~~companies~~and ~~were~~annual ~~not~~periods ~~dealing~~beginning atafter ~~arm’s~~December ~~length~~15, ~~and~~2011. ~~due~~The toCompany ~~the~~does ~~transaction~~ not ~~being~~expect in the ~~normal~~adoption of ~~course~~the ofamendments ~~business,~~to ~~the~~have ~~transaction~~a ~~was~~material ~~recorded~~impact aton ~~the~~its ~~carrying~~financial ~~value~~position, results of ~~the~~operations ~~company~~or ~~acquired~~cash flows.

Working capital deficiency acquired	$	(205,685	)
Property, Plant and Equipment		9,916
Patents and rights		22,557
Other long-term assets		68,492
	$	(104,720	)

F-9

Consideration:
Common shares of the Company	$	(400	)
Related party adjustment on purchase charged to deficit		105,120
	$	104,720

Kedem Pharmaceuticals Inc.

~~6. Deferred~~(A ~~Financing~~Development ~~Costs~~Stage Company)

OnNotes ~~March 19, 2010, the Company sold~~ to ~~one investor a $4,200,000 convertible debenture due March 18, 2014. As part of~~ the ~~debenture~~Consolidated ~~financing~~Financial the Company issued share purchase warrants to purchase up to $800,000 worth of common stock and also issued warrants to purchase 100,000 shares of common stoas a finders fee. These warrants were valued using the Black-Scholes model using the following assumptions:Statements

Risk-free interest rate		2.85%
Expected term to exercise	4 years
Expected volatility of		253%
Expected dividend yield		0%

May 31, 2012

~~Based~~2. onSummary ~~this~~of ~~calculation~~Significant ~~$895,250~~Accounting ~~was~~Policies ~~recorded as a deferred financing cost.~~(continued)

ToIn ~~date~~June 2011, the ~~Company~~FASB ~~has~~provided ~~also~~amendments requiring ~~incurred~~an ~~direct~~entity ~~cash~~to ~~costs~~present ~~relating~~the tototal ~~this~~of ~~financing~~comprehensive income, the components of net income, and the components of other comprehensive income either in a ~~total~~singular continuous statement of ~~$146~~comprehensive income or in two separate but continuous statements,~~146~~ ~~which~~eliminating the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. Additionally, the amendments require an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. These amendments will be effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect the adoption of the amendments to have a ~~also~~material ~~been~~impact ~~recorded~~on its financial position, results of operations, or cash flows, but will require the Company to present the statements of comprehensive income separately from its statements of equity, as ~~deferred~~these ~~financing~~are ~~costs~~currently presented on a combined basis.

~~F-12~~In December 2011, the FASB issued amended guidance to ASC 210, “Balance Sheet”, with respect to disclosure of offsetting assets and liabilities as part of the effort to establish common requirements in accordance with U.S. GAAP and IFRS. This amended guidance requires the disclosure of both gross information and net information about both financial statements and derivative instruments eligible for offset in the Company’s balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangements. This guidance is effective for periods beginning on or after January 1, 2012, with respective disclosures required retrospectively for all comparative periods presented. The adoption of this guidance effective January 1, 2012 is not expected to have a material effect on the Company’s financial statements.

~~Global~~Other ~~Health~~pronouncements ~~Ventures~~issued ~~Inc~~by the FASB, or other authoritative accounting standard groups with future effective dates, are either not applicable, or are not expected to be significant to the financial statements of the Company.

(A3. ~~Development~~Accrued ~~Stage Company)~~Liabilities

Notes to the Consolidated Financial Statements

	May 31, 2012 $		May 31, 2011 (Reclassified) $

Professional fees		35,000		25,000
Research and development		33,333		33,333
Salaries		353,154		271,098
Other		3,129		6,735
		424,616		336,166

~~May~~4. ~~31,~~Convertible ~~2011~~Debt

~~6. Deferred~~On ~~Financing~~March ~~Costs~~19, 2010, the Company sold to one investor (~~continued~~the “Lender”) a $4,200,000 convertible debenture (the “Debenture”) due March 18, 2014, unless converted in accordance with the repayment terms prior to such date. The Debenture bore interest at a rate of 12% per annum payable on maturity, was unsecured and ranked equally to any of the Company’s existing and future unsecured debts.

The ~~deferred~~Debenture ~~financing~~was ~~costs~~sold ~~are~~with ~~being~~a ~~amortized~~25% discount ~~over~~from face value for a net book value of $3,150,000. The $3,150,000 consisted of cash of $400,000 paid at closing and 11 investor notes in the ~~term~~amount of $250,000 each. The investor notes were mandatorily pre-payable in sequence, at the ~~debt~~rate of one note per month commencing on the seven month anniversary of the closing date. As at October 27, 2011, all 11 investor notes payable under the Debenture had been received by the Company.

	May 31, 2011			May 31, 2010
				(restated)
				(Note 12)
	$			$
Deferred financing costs		1,041,396			952,250
Accumulated amortization		(298,471	)		(49,596	)
Net carrying amount		742,925			902,654
Share purchase agreement
Commitment fee (Note 8)		312,000			312,000
Write-off of commitment fee (Note 8)		(312,000	)		-
		-			312,000
		742,925			1,214,654

F-10

~~7. Income~~Kedem ~~Taxes~~Pharmaceuticals Inc.

~~The~~(A ~~Company~~Development ~~accounts~~Stage for income taxes using the liability method of tax allocation. Deferred income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Deferred income tax assets are evaluated periodically and if realization is not considered likely, a valuation allowance is provided.Company)

~~a) Deferred~~Notes ~~tax~~to ~~assets~~the ~~and~~Consolidated ~~liabilities~~Financial Statements

	May 31, 2011			May 31, 2010
				(restated)
				(Note 12)
	$			$
Property and equipment		19,964			8,218
Intangible assets		1,284			878
Operating loss carry forwards		1,799,515			560,350
Valuation allowance		(1,820,763	)		(569,446	)
Net future tax asset		-			-

May 31, 2012

~~Management~~4. ~~believes~~Convertible ~~that~~Debt ~~it is not more likely than not that it will create sufficient taxable income sufficient to realize its deferred tax assets.~~(continued)

bBeginning six months from the closing date, the Lender could require the Company to repay the principal amount of the Debenture plus accrued interest, in full or in part, in fully-paid and non-assessable shares of the Company’s common stock at a rate per share equal to the market price as calculated under the Securities Purchase Agreement governing the Debenture (the “Agreement”) ~~Loss~~. ~~carryforwards~~The Lender was not permitted to deliver a request for repayment where the dollar amount of the request for repayment would exceed 125% of the amounts outstanding under the Debenture. In September 2010, the conversion price was amended, providing for an additional 10% discount to the market price as defined under the Agreement.

~~The~~Events ~~Company~~of ~~has~~default ~~estimated~~under ~~accumulated~~the ~~non-capital losses~~ terms of ~~approximately~~the ~~$5,141,473~~Agreement ~~which~~included ~~will~~the ~~expire as follows~~following:

2026	$	9,000
2027		52,000
2028		56,000
2029		168,000
2030		1,316,000
2031		3,540,473
	$	5,141,473

Default of payment of interest or principal or any amount due under the Agreement;

~~F-13~~b) Material default, misrepresentation, or material breach of the covenants described in the Agreement;

~~Global~~c) ~~Health~~Any ~~Ventures~~transfer, ~~Inc.~~conveyance, or assignment of substantial Company or subsidiary assets;

(Ad) ~~Development~~Any ~~Stage~~money judgment, writ of warrant or attachment, or similar process against the Company) in excess of $100,000;

~~Notes~~e) Failure to ~~the~~issue ~~Consolidated~~common ~~Financial~~stock ~~Statements~~within five business days of receipt of a written request for repayment of outstanding amounts in common stock;

~~May~~f) 31The average dollar volume of common stock for any consecutive 10 day trading period falling below $40,000 ~~2011~~per day;

~~8. Share~~g) ~~Purchase~~Control ~~Agreement~~of the whole or a substantial portion of the Company by any governmental agencies;

~~Pursuant to a Purchase Agreement dated May 28, 2010 and a Registration Rights Agreement dated May 28, 2010 with Lincoln Park Capital Fund, LLC (“LPC”~~h), ~~the~~Order ~~Company~~by ~~could have sold to LPC up to $20,000,000 of its common stock over~~ a ~~thirty~~court ~~month~~adjudging ~~period. As part of this agreement,~~ the Company ~~was~~bankrupt ~~required~~or ~~to issue 600~~insolvent,~~000~~ ~~shares~~or ofseeking its common stock to LPC as a commitment fee for entering into the Purchase Agreement. The fee was recorded as a payable at May 31, 2010 of $312,000 based on the fair market price of the stock of $0.52.reorganization;

Oni) ~~June~~Failure ~~15,~~of ~~2010,~~ the ~~shares~~Company ~~were~~to ~~issued. The~~continually ~~fair~~maintain ~~market~~its ~~value~~status ofas ~~the~~a ~~stock~~reporting oncompany ~~the~~under ~~date~~federal ofsecurities ~~issuance~~laws ~~was~~or ~~$0.42,~~as ~~resulting in~~ a ~~gain~~DWAC oneligible ~~the~~issuer; ~~settlement of the payable of $60,000.~~and

Onj) ~~August~~Failure ~~14,~~to ~~2010,~~timely ~~the~~file ~~agreement~~reports ~~was~~required ~~cancelled and the commitment fee of $312,000 was written off~~ to ~~share~~be ~~issue~~filed ~~costs. On~~with ~~May 31, 2011,~~ the commitment fee of $312,000 less the gain on the settlement of the payable of $60,000 and the par value of $60 on the 600,000 shares issued, which results in a net amount of $251,940, was expensed to financing chargesSEC.

9Upon occurrence of one of the above events, the amount due under the Debenture would be immediately due and payable at the rate of 110% of the sum of the principal outstanding immediately prior to the event of default and all interest, fees, costs and penalties. ~~Warrants~~ These amounts were to accrue interest at the rate of 12% per annum until payment.

On ~~January~~July 2016, ~~2009~~2010, ~~pursuant to~~ the ~~completion~~Company ofhad an aevent ~~private placement for a total~~ of ~~2,000,000~~default ~~units,~~under the ~~Company~~terms ~~issued 2,000,000 share purchase warrants exercisable to acquire 2,000,000 shares~~ of the ~~Company’s common stock at $0~~Debenture.40 ~~per~~The ~~share,~~Lender ~~expiring~~waived ~~January~~the 20default, ~~2011. On~~and ~~May~~in 27exchange, ~~2010,~~raised ~~540,000 of~~ the ~~warrants~~interest ~~were exercised and~~ rate on ~~June 15, 2010, 460,000 of~~ the ~~warrants~~Debenture ~~were~~from ~~exercised.~~6% ~~The~~per ~~remaining~~annum ~~balance~~to of9% ~~1,000,000~~per ~~unexercised warrants expired on January 20, 2011~~annum. ~~At May 31, 2011, $nil (2010 - 1,460,000) warrants issued are still outstanding.~~

On ~~October~~September 282, ~~2009~~2010, ~~pursuant~~the toCompany had ~~the~~an ~~completion~~event of adefault ~~private~~under ~~placement~~the ~~for~~terms aof ~~total~~the ofDebenture. ~~800,000~~The ~~units,~~Lender waived the ~~Company~~default, ~~issued~~and ~~800~~in exchange,~~000~~ ~~share~~raised ~~purchase~~the ~~warrants~~interest ~~exercisable~~rate on tothe ~~acquire~~Debenture ~~800,000~~from ~~shares~~9% ofper ~~the~~annum ~~Company’s~~to ~~common~~12% ~~stock~~per atannum ~~$1.00~~and ~~per~~negotiated ~~share,~~a ~~expiring~~10% ~~October~~discount ~~28,~~on ~~2011. At~~the ~~May~~market ~~31,~~price ~~2011,~~as ~~800,000~~defined ~~(2010~~under -the ~~800,000)~~agreement for ~~warrants~~all ~~issued~~conversions ~~are~~of ~~still~~the ~~outstanding~~Debenture into common stock.

On ~~December~~September 819, ~~2009~~2011, ~~pursuant~~the toCompany had ~~the~~an ~~completion~~event of adefault ~~private~~under ~~placement~~the ~~for~~terms ~~a total~~ of ~~533,333~~the ~~units~~Debenture, as the Company ~~issued~~did ~~533,333~~not ~~share~~maintain ~~purchase~~its ~~warrants~~DWAC ~~exercisable~~eligibility. toAs ~~acquire~~a ~~533,333~~result ~~shares~~ of the ~~Company’s~~default ~~common~~a ~~stock~~forbearance atagreement ~~$1.00~~and ~~per~~exchange ~~share,~~agreement ~~expiring~~were ~~December~~entered 8,into ~~2011. At~~by ~~May~~the ~~31,~~Company ~~2011,~~and ~~533,333~~the ~~(2010 - 533,333) warrants issued are still outstanding~~Lender.

InPursuant ~~March~~to ~~2010~~the exchange agreement, the ~~pursuant~~Lender toand the Company ~~signing~~exchanged anthe ~~agreement~~Debenture ~~with~~(the ~~one~~“Note ~~investor~~Exchange”) for a new secured convertible ~~debenture~~promissory ~~for~~note having ~~the~~a ~~principle~~principal ~~amount~~balance ofequal ~~U$4,200,000,~~to the ~~investor~~outstanding ~~and~~principal ~~other~~balance ~~parties~~of ~~pursuant~~the toDebenture plus the ~~agreement~~sum ~~were~~of ~~granted~~all ~~warrants~~accrued toand ~~acquire~~unpaid 1interest,~~805~~ penalties,~~991~~ ~~shares~~fees ofand ~~the~~adjustments ~~Company’s~~owed ~~common~~under ~~stock~~the atDebenture ~~exercise~~as ~~prices~~of ~~ranging~~October ~~between~~27, ~~$0.50~~2011 ~~and~~minus $125,000 forgiven by the Lender.00 ~~per~~In ~~share~~accordance with ASC 470-50-40-4, ~~expiring~~the difference between ~~March~~the ~~16,~~acquisition ~~2015~~price of the debt and ~~May~~the ~~28,~~net ~~2015. In~~carrying ~~fiscal~~amount ~~2011,~~of 1the Debenture as at October 27,~~105,991~~ of2011 was expensed in the ~~warrants~~period ~~with~~as ana ~~exercise~~loss ~~price~~on extinguishment of $1debt.00 ~~per~~The ~~share~~liability ~~were~~under ~~exercised~~the Debenture was extinguished as a result of the Note Exchange. At ~~May~~The ~~31,~~new ~~2011~~secured convertible promissory note received by the Company is secured by all the assets of the Company, ~~700~~bears interest at a rate of 12% per annum,~~000~~ ~~(2010~~and -has 1a maturity date of September 18,~~805,991)~~ ~~warrants~~2014. ~~are~~The ~~still~~new ~~outstanding~~note contains a discount of $Nil.

On April 7, 2010, pursuant to the completion of a private placement for a total of 625,000 units, the Company issued 625,000 share purchase warrants exercisable to acquire 625,000 shares of the Company’s common stock at $1.20 per share, expiring April 7, 2012. At May 31, 2011, 625,000 (2010 F- ~~625,000) warrants issued are still outstanding.~~11

AKedem ~~summary~~Pharmaceuticals ~~of share purchase warrants outstanding is presented below:~~Inc.

	Number of Warrants	Weighted Average Exercise Price $
Warrants outstanding at June 1, 2010	5,224,324	$0.68
Expired	(1,000,000)	$0.40
Exercised	(1,565,991)	$1.00
Warrants outstanding at May 31, 2011	2,658,333	$0.93

(A Development Stage Company)

~~F-14~~Notes to the Consolidated Financial Statements

~~Global~~May ~~Health~~31, ~~Ventures Inc.~~2012

(A4. ~~Development~~Convertible ~~Stage~~Debt ~~Company~~(continued)

~~Notes~~On June 16, 2011, the Company sold to the ~~Consolidated~~Lender ~~Financial~~a ~~Statements~~convertible note (the “Note”) in the amount of $4,338,833. The Note was sold with a 25% discount from face value for a net book value of $3,250,000, consisting of an initial cash payment of $250,000 paid at closing and twelve investor notes in the amount of $250,000 each. The Note matures in 48 months and bears interest at a rate of 6% per annum while each investor note matures in 50 months and bears interest at the rate of 5% per annum. In the event of a default, the outstanding balance of the Note will accrue interest at the rate of 12% per annum. Events of default under the terms of the Note and Warrant Purchase Agreement governing the Note (the “Note Agreement”) include the following:

~~May~~a) 31Failure to make payments of costs, ~~2011~~fees, interest, principal, or other amount due under the Note Agreement;

~~10. Stock~~b) ~~Options~~Failure to transfer or pledge the investor notes;

Onc) ~~June~~Failure ~~29, 2009, the Company granted 2,000,000 options~~ to ~~directors~~deliver ~~and~~conversion ~~officers~~shares ofor ~~the~~shares ~~Company. On November 12, 2010, the Company cancelled these options and reissued 5,200,000 options to directors and officers~~ of ~~the~~common ~~Company. Pursuant~~stock to ~~ASC 718-20-35-8, cancellations with concurrent grants of replacement awards are to~~ be ~~treated~~delivered asupon aexercise ~~modification~~ of the ~~terms of the cancelled award. As a result, compensation costs recorded in the quarter include the compensation cost of the original award and the incremental cost resulting from the modification.~~warrant;

~~For~~d) ~~the~~Breach ~~twelve months ending May 31, 2011, the fair value~~ of ~~the~~any ~~vested options of $461~~covenant,~~098,~~ ~~under both the old plan and the new plan~~obligation, ~~have~~condition ~~been~~or ~~expensed~~agreement atcontained ~~May 31, 2011. The options are exercisable~~ in ~~full over~~ the ~~course~~Note ofor ~~five~~any ~~years from date~~ of ~~grant, with four per cent (4%) of~~ the ~~total~~other ~~number~~transaction of options granted to the optionee vesting each month on a monthly basis beginning on the first day of the month following the date of grant, until the option is fully vested. As of May 31, 2011, 1,248,000 options under the new plan had vested and 3,952,000 were nonvested.documents;

Ae) ~~summary~~Falsification of ~~stock~~any ~~options~~representations ~~outstanding~~and iswarranties ~~presented~~made ~~below:~~or furnished by or on behalf of the Company to the Lender in writing;

	Number of Options	Weighted Average Exercise Price $
Options outstanding at June 1, 2010	2,000,000	$0.70
Granted	5,200,000	$0.07
Exercised	0	$0.07
Cancelled	(2,000,000)	(0.70)
Options outstanding at May 31, 2011	5,200,000	$0.07

Failure to pay debts and/or voluntary bankruptcy;

~~The~~g) ~~Company~~Involuntary has estimated the fair value of each option under the new stock option plan on the date of grant, and at fiscal quarters ended subsequent to the date of modification of November 12, 2010, using the Black-Scholes Options Pricing Model with the following weighted average assumptions:bankruptcy;

	May 31, 2011		February 28, 2011
Risk-free interest rate		2.10%		2.36%
Expected life of options	5 years		5 years
Expected volatility in the market price of the shares		210%		205%
Expected dividend yield		0.0%		0.0%

If any governmental or regulatory authority takes on or institutes any action that will materially affect the Company’s financial condition, operations or ability to pay or perform the Company’s obligations under the Note; and

~~11. Fair~~i) ~~Value~~The ~~Measures~~Company’s failure to maintain authorized but unissued shares of common stock equal to at least 200% of the number of shares of common stock that would be needed to fully convert the Note and exercise the warrants at any given time after the date that is 30 days from the date of the Note.

~~ASC~~The ~~820~~Lender ~~“Fair~~has ~~Value~~the ~~Measurements~~right ~~and Disclosures” requires an entity~~ to ~~maximize~~ convert the ~~use~~outstanding balance of ~~observable inputs and minimize~~ the ~~use~~Note, ofin ~~unobservable~~whole ~~inputs~~or ~~when~~in ~~measuring~~part, ~~fair~~into ~~value. ASC~~shares ~~820~~of ~~establishes a fair value hierarchy based on~~ the ~~level~~Company’s ofcommon ~~independent,~~stock ~~objective~~which ~~evidence~~will ~~surrounding~~be valued at the ~~inputs~~market ~~used to measure fair~~ value. A ~~financial~~As ~~instrument’s~~part ~~categorization~~of ~~within~~ the ~~fair~~transaction, ~~value hierarchy is based upon~~ the ~~lowest~~Lender ~~level~~also ofacquired ~~input~~warrants ~~that is significant~~ to ~~the~~purchase ~~fair~~shares ~~value~~of ~~measurement. ASC 820 prioritizes~~ the ~~inputs~~Company’s ~~into~~common stock ~~three~~equal ~~levels~~to ~~that~~$250,000, ~~may~~exercisable beuntil ~~used~~June to30, ~~measure fair value:~~2016.

~~Level~~On 1September 19, 2011, the Company had an event of default under the terms of the Note. As a result of the event of default, the Company and the Lender entered into a forbearance agreement, whereby the Lender agreed to extend the original maturity date of the Note by six months, to increase the interest rate from 6% to 12%, to refrain and forbear temporarily from exercising and enforcing any of its remedies against the Company resulting from the event of default, to reduce the outstanding balance of the Note by $25,000, net of $10,000 of legal fees relating to the modification added to the note, which net reduced the principal of the Note from $4,338,833 to $4,323,833.

~~Level~~Under 1the ~~applies~~terms toof the forbearance agreement the modified Note is secured by all the assets of the Company, the share reserve under the Note was amended to be such number of shares necessary to effect the full conversion of the Note and the exercise of the warrants, and a cross default clause was added, whereby a breach or ~~liabilities~~default ~~for~~by ~~which~~the ~~there~~Company ~~are~~of ~~quoted~~any ~~prices~~covenant or term of condition contained in ~~active~~(i) ~~markets~~the ~~for~~Note, ~~identical~~(ii) ~~assets~~any of the other loan documents or ~~liabilities~~(iii) any other agreements, as defined in the forbearance agreement, shall, at the option of the Lender, be considered a default under the Note, in which event the Lender shall be entitled to apply all rights and remedies of the Lender under the terms of the Note Agreement and the Note.

~~Level~~During 2the twelve month period ended May 31, 2012, the Company received the $250,000 initial cash payment on the Note and two of the twelve investor notes. During the twelve month period ended May 31, 2012, the Company recorded amortization of the debt discount on the Note of $408,528, which was charged to interest expense.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or modelF-~~derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.~~12

~~F-15~~Kedem Pharmaceuticals Inc.

~~Global~~(A ~~Health~~Development ~~Ventures~~Stage ~~Inc.~~Company)

(ANotes ~~Development~~to ~~Stage~~the ~~Company)~~Consolidated Financial Statements

~~Notes~~May to31, ~~the Consolidated Financial Statements~~2012

~~May~~4. ~~31,~~Convertible ~~2011~~Debt (continued)

11In connection with the issuance of the Debenture, the Company incurred $952,250 of issuance costs which consisted of $895,250 of non-cash costs for warrants issued to the Lender and for warrants issued as a finder’s fee and $57,000 of cash costs for commissions and related professional fees. ~~Fair~~ ~~Value~~Additional ~~Measures~~cash ~~(continued)~~costs for commissions of $89,146 were incurred in the twelve month period ending May 31, 2011 and commissions of $8,716 were incurred up until the date of exchange of October 27, 2011. These costs were amortized as interest expense through to October 27, 2011, the date of extinguishment of the liability consisting of the Debenture. On October 27, 2011, the remaining unamortized balance of deferred issuance costs relating to the Debenture were expensed to the income statement, and classified as loss on extinguishment of debt.

~~Level~~In 3connection with the issuance of the Note, the Company incurred $261,405 of issuance costs which consisted of $241,404 of non-cash costs for warrants issued to the Lender and $20,001 of cash costs for commission and legal costs incurred on the upfront payment of the Note, received by the Company on the date of the issuance of the Note, June 16, 2011. Additional cash costs for commissions of $26,967 were incurred in the twelve month period ending May 31, 2012. The non-cash costs consisting of $241,404 for warrants issued to the Lender are being amortized as interest expense through June 30, 2016, the maturity date of the warrants. The cash costs are being amortized as interest expense through December 14, 2015, the maturity date of the Note, as modified.

~~Level~~The 3Company ~~applies~~has toseparately ~~assets~~accounted for orthe ~~liabilities~~liability ~~for~~and ~~which~~equity ~~there~~components ~~are~~of ~~unobservable~~the ~~inputs~~Debenture toand the ~~valuation~~Note ~~methodology~~by ~~that~~allocating ~~are~~the ~~significant~~proceeds tofrom the ~~measurement~~issuance of the ~~fair~~instruments between ~~value~~the ofliability component and the ~~assets~~beneficial conversion feature, or ~~liabilities~~equity component.

~~The~~Based ~~Company’s~~on ~~financial~~this ~~instruments~~calculation, ~~consist~~as ~~principally~~at May of31, ~~cash~~2012, ~~accounts~~$1,788,359 ~~payable~~relating ~~and~~to ~~accrued~~the ~~liabilities,~~Debenture ~~amounts~~was ~~due~~allocated to aequity ~~related~~for ~~party,~~the ~~amounts~~beneficial ~~due~~conversion tofeature ~~shareholders~~($1,502,645 ~~and~~allocated to aequity ~~convertible~~for ~~debenture.~~the ~~Pursuant~~beneficial toconversion ~~ASC~~feature ~~820,~~for ~~“Fair~~the ~~Value~~twelve ~~Measurements~~months ~~and~~ended ~~Disclosures”~~May 31, ~~the~~ ~~fair~~2011, ~~value~~and ~~of cash~~$285,714 isallocated ~~determined~~to ~~based~~equity onfor the ~~“Level 1”~~beneficial ~~inputs,~~conversion ~~which~~feature ~~consist~~for ofthe ~~quoted~~twelve ~~prices~~months inended ~~active~~May ~~markets~~31, ~~for~~2012), ~~identical~~$Nil ~~assets. The~~has ~~Company~~been ~~believes~~allocated ~~that~~to ~~the~~equity ~~recorded~~for ~~values~~the ofbeneficial conversion ~~its~~feature ~~other~~for ~~financial~~the ~~instruments,~~new ~~accounts~~secured ~~payable~~convertible ~~and~~promissory ~~accrued liabilities~~note, ~~amounts~~exchanged ~~due~~for tothe aDebenture ~~related~~on ~~party~~October ~~and~~27, ~~amounts~~2011, ~~due~~and ~~to shareholders~~$339,605 has ~~approximate~~been ~~their~~allocated ~~current~~to ~~fair~~the ~~values~~equity ~~because~~component offor ~~their~~the ~~nature~~beneficial ~~and~~conversion ~~respective~~feature ~~maturity~~on ~~dates~~the orNote, ~~durations~~as modified.

~~The~~Prior ~~Company’s~~to ~~convertible~~the ~~debt~~date isof ~~classified~~cancellation asof ~~“Level~~the Debenture on October 27, 2011, on a cumulative basis up to this date, $2”,533,331 inof the ~~fair~~principal ~~value~~and ~~hierarchy~~accrued interest was converted into common shares by the Lender. ~~The~~ During the twelve month period ended May 31, 2012, prior to the cancellation and exchange of the Debenture, the Lender converted $660,115 of the interest and principal into 2,705,000 (post reverse-split) shares of the Company’s ~~believes~~common stock, ~~that~~and subsequent to the ~~carrying~~date ~~value~~of the exchange, the Lender converted $124,599 of the new secured convertible ~~debt~~promissory ~~approximates~~note interest ~~its~~into ~~fair~~2,655,900 ~~value~~shares ~~based~~of onthe ~~current~~Company’s ~~market~~common ~~borrowing~~stock, ~~rates~~for a total of $784,714 of principal and interest converted in the twelve months ended May 31, 2012.

~~12. Restatement~~The following table presents the cumulative totals of ~~Prior~~both ~~Year~~remaining instruments: the Note issued June 16, 2011 and modified on October 27, 2011, and the new secured convertible promissory note received in exchange for the Debenture on October 27, 2011.

During the quarter ending November 30, 2010, the Company identified that the compensation expense for the President of the Company for the year ended May 31, 2010 was overstated. In addition, during the review of the financial statements, the Company discovered that the accounting for the convertible debenture considered a beneficial conversion feature in error.

	May 31, 2012 $			May 31, 2011 (Reclassified) $

Principal of liability component outstanding and accrued interest		3,855,328			2,340,233
Unamortized discount		(181,193	)		(890,498	)
Net carrying amount		3,674,135			1,449,735

~~The impact of these restatements on the 2010 financial statements was as follows:~~F-13

	May 31, 2010
	As previously reported			Adjustment			As restated
Deficit		5,089,785			(198,141	)		4,891,644
Convertible debenture		(222,223	)		(245,485	)		(467,708	)
Accrued expenses		(666,966	)		43,626			(623,340	)
Additional paid up capital		(3,856,777	)		400,000			(3,456,777	)
Salary expense		414,984			(85,429	)		329,555
Interest expense		280,885			(112,712	)		168,173

Kedem Pharmaceuticals Inc.

~~13. Contingencies~~(A Development Stage Company)

~~Under~~Notes ~~the terms of the convertible debenture (See Note 4) the Company must reserve for issuance 50,000,000 shares of common stock, as may be issuable from time~~ to ~~time upon a request for repayment of~~ the ~~debenture~~Consolidated inFinancial ~~common stock. As at May 31 2011, the Company had only 29,016,808 shares of common stock available for issuance.~~Statements

~~Subsequent~~May ~~to year end~~31, on June 16 2011, the holders of a majority of the Company’s issued and outstanding stock approved an amendment to the Company’s bylaws, and an increase in the Company’s authorized capital from 196,000,000 shares of common stock to 1,000,000,000 shares of common stock in order to comply with the terms of the Debenture Agreement (see Note 14: Subsequent Events.)2012

~~F-16~~5. Related Party Transactions

~~Global~~a) ~~Health~~As ~~Ventures~~at ~~Inc~~May 31, 2012, the Company owed $Nil to a shareholder (May 31, 2011 – the Company owed $568 to the shareholder). Included in accrued liabilities (see Note 3) is $353,154 (twelve month period ended May 31, 2011 – $271,098) for salaries owed to the President of the Company.

b) As at May 31, 2012, $23 (AMay ~~Development~~31, ~~Stage~~2011 ~~Company~~– $Nil) of expenses were incurred by, and owing to, the Chief Financial Officer of the Company.

~~Notes~~c) During the twelve month period ended May 31, 2012, the Company paid $27,754 (twelve month period ended May 31, 2011 – $47,336) to two companies related to the ~~Consolidated~~President ~~Financial~~of ~~Statements~~the Company for rent of office and laboratory space. As at May 31, 2012, $4,293 (May 31, 2011 – $17,026) of rent payable to Globe Laboratories Inc. (“Globe”), a company controlled by an individual related to the President of the Company, is included in accounts payable and accrued liabilities.

~~May~~d) 31On March 15, ~~2011~~2009, the Company entered into a research contract with Globe to engage Globe for research on the sublingual technologies developed by Globe. The Company agreed to pay $50,000 per quarter to Globe from April 1, 2009 until the technology is put into commercial production, or the technologies are sold or sublicensed. To date, $633,333 in research costs have been accrued under this agreement, of which $600,000 has been paid to Globe.

~~14. Subsequent~~e) ~~Events~~During the twelve month period ended May 31, 2012, the Company paid $7,500 (twelve month period ended May 31, 2011 – $8,000) to a director of the Company for consulting services.

Inf) ~~accordance~~During ~~with~~ the ~~terms~~twelve ofmonth ~~the~~period ~~debenture~~ended ~~detailed~~May in31, ~~Note 4~~2012, the Company ~~has~~incurred ~~received~~$31,781 ~~two~~(May ~~investor~~31, ~~notes~~2011 ~~with~~- a$Nil) ~~contributed value~~ of ~~$250,000~~repair and ~~face~~maintenance ~~value~~expense ofto ~~$333~~Globe,~~333~~ ~~each,~~relating ~~subsequent~~ to ~~the~~laboratory ~~year~~equipment ~~end~~used by Globe in conducting research for the Company.

Ing) ~~addition,~~Effective ~~pursuant~~December to11, 2009, the ~~convertible~~Company ~~debenture~~issued ~~detailed~~an inaggregate ~~Note~~of 4,000,000 shares of its common stock to the ~~Company~~shareholders ~~has~~of ~~allowed~~Posh, a company controlled by the ~~investor~~President of the Company, pursuant to ~~convert~~a ~~approximately~~share ~~$527~~exchange agreement dated June 12,~~640~~ of2009. The Company issued the ~~debenture,~~securities ~~including~~to ~~principal~~27 non-U.S. persons (as that term is defined in Regulation S under the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or ~~interest,~~Section ~~into~~4(2) ~~24,100,000~~of ~~shares~~the Securities Act of 1933. Due to the ~~Company~~fact that the two companies were not dealing at arm’s ~~common~~length, ~~stock~~and due to the transaction not being in the normal course of business, the transaction was recorded at the carrying value of the company acquired.

OnThe ~~June~~following table 1,sets ~~2011,~~forth the ~~Company~~allocation ~~entered into a new employment agreement with the President~~ of the ~~Company~~purchase ~~whereby~~price ~~the compensation of the President will be Cdn $500,000 per year~~ for ~~a period of 5 years, or until~~ the ~~agreement~~investment isin ~~terminated or replaced.~~Posh:

On June 15, 2011, the Company filed a Certificate of Designation with the Nevada Secretary of State to designate 10,000,000 shares of the Company’s authorized but unissued preferred stock as Series “A” Preferred Stock. The Preferred Stock ranks senior to any other series of preferred stock and common stock of the Company, par value $0.0001 per share, and carries with it the right to convert all or a portion of such stock into common stock. Each share of Preferred Stock has voting rights and carry a voting weight equal to one hundred shares of common stock. Holders of Preferred Stock are entitled to receive any declared dividends and holders of shares of common stock and Preferred Stock can vote together as a single class.

Working capital acquired	$	(205,685	)
Property, plant and equipment		9,916
Patents and rights		22,557
Other long-term assets		68,492
	$	(104,720	)

Consideration:
Common shares of the Company	$	(400	)
Related party adjustment on purchase charged to deficit		105,120
	$	104,720

On June 15, 2011, the Company entered into a debt conversion agreement with the President of the Company, pursuant to which the President converted $54,000 worth of debt into 1,800,000 shares of the Company’s Series “A” Preferred Stock at a price of $0.03 per share.F-14

OnKedem ~~June~~Pharmaceuticals 16, 2011, the holders of a majority of the Company’s issued and outstanding stock approved an amendment to the Company’s bylaws and an increase in the Company’s authorized capital from 196,000,000 shares of common stock, par value $0Inc.0001, to 1,000,000,000 shares of common stock, par value $0.0001. The purpose of the authorized capital increase was to reorganize the capital structure of the Company in connection with the new financing described below.

~~On June 16, 2011, the Company entered into a transaction with an investor whereby the Company issued a secured convertible promissory note to the investor in the amount of $4,338,833~~ (~~the~~A ~~“Note”)~~Development ~~with~~Stage a 25% original issue discount in exchange for $3,250,000, consisting of $250,000 paid in cash and 12 secured convertible promissory notes in the amount of $250,000 each (the “Investor Notes”). The Note matures in 48 months and bears interest at a rate of 6% per annum while each Investor Note matures in 50 months and bears interest at the rate of 5% per annum. In the event of a default, the outstanding balance of the Note will accrue interest at the rate of 12% per annum. The investor has the right to convert the outstanding balance of the Note, in whole or in part, into shares of the Company’s common stock which will be valued at the market value. As part of the transaction, the Investor also acquired warrants to purchase shares of the Company’s common stock equal to $250,000, exercisable until June 30, 2016.)

OnNotes ~~June 22, 2011, the Company issued 250,000 shares of common stock for services rendered in relation~~ to ~~an agreement~~ the ~~Company~~Consolidated ~~had~~Financial ~~entered into with a consultant to provide services to the Company.~~Statements

~~F-17~~May 31, 2012

~~ITEM 9~~6. ~~CHANGES~~ INDeferred ~~AND~~Financing ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Costs

~~None~~On March 19, 2010, the Company sold to one investor a $4,200,000 convertible debenture due March 18, 2014. As part of the Debenture financing the Company issued share purchase warrants to purchase up to $800,000 worth of common stock and also issued warrants to purchase 100,000 shares of common stock (on a pre-reverse split basis) as a finder’s fee.

~~ITEM~~These ~~9A. CONTROLS~~warrants ~~AND~~were ~~PROCEDURES~~valued at the date of issue of the debenture, March 19, 2010, using the Black-Scholes model utilizing the following assumptions:

Disclosure Controls and Procedures

Risk-free interest rate	2.85%
Expected term to exercise	4 years
Expected volatility of	253%
Expected dividend yield	0%

WeBased ~~maintain~~on ~~disclosure~~this ~~controls~~calculation ~~and~~$895,250 was ~~procedures~~recorded ~~that~~as ~~are~~a ~~designed~~deferred tofinancing ~~ensure~~cost ~~that~~on ~~information~~the ~~required~~Debenture ~~to be disclosed in our Exchange Act reports is recorded, processed, summarized~~ and ~~reported~~amortized ~~within~~over the ~~time~~term ~~periods~~of ~~specified in~~ the ~~rules~~Debenture ~~and forms~~ of ~~the~~48 ~~Securities~~months and ~~Exchange~~charged to ~~Commission~~interest ~~(the~~expense. ~~“SEC”)~~On ~~and~~October ~~that~~27, ~~such~~2011, ~~information~~pursuant isto ~~accumulated~~an ~~and~~exchange ~~communicated~~agreement towith ~~our~~the ~~management~~Lender, ~~including~~the ~~our~~Lender ~~Chief~~cancelled ~~Executive~~the ~~Officer~~ Debenture, and ~~Chief~~issued ~~Financial~~a ~~Officer,~~new assecured ~~appropriate,~~convertible topromissory ~~allow~~note ~~for~~in ~~timely~~its ~~decisions regarding required disclosure~~place. In ~~designing~~The ~~and~~remaining ~~evaluating~~balance ~~the~~of ~~disclosure~~unamortized ~~controls~~deferred ~~and~~financing ~~procedures~~costs of $638,209 ~~management~~were ~~recognizes~~expensed ~~that~~on ~~any~~the ~~controls~~date ~~and~~of ~~procedures,~~cancellation noof ~~matter~~the ~~how~~Debenture ~~well~~and ~~designed~~categorized ~~and~~on ~~operated,~~the ~~can~~income ~~provide~~statement ~~only~~as ~~reasonable~~loss ~~assurance~~on extinguishment of ~~achieving~~debt. ~~the~~As ~~desired~~at ~~control~~May ~~objectives~~31, ~~and~~2012, ~~management is required to apply its judgment in evaluating~~ the ~~cost-benefit~~balance ~~relationship~~ of ~~possible~~deferred ~~controls~~financing ~~and~~costs ~~procedures. Our~~relating ~~disclosure controls and procedures were designed~~ to ~~provide~~the ~~reasonable~~Debenture ~~assurance~~on ~~that~~ the ~~controls~~balance ~~and~~sheet ~~procedures~~is ~~would meet their objectives~~$Nil.

AsOn ~~required~~June ~~by SEC Rule 13a-15(b)~~16, ~~our management carried out an evaluation~~2011, ~~with~~ the ~~participation~~Company ofsold to ~~our~~one ~~Chief~~investor ~~Executive~~a ~~and~~$4,338,833 ~~Chief~~convertible ~~Financial~~note ~~Officer,~~(subsequently ofreduced ~~the~~to ~~effectiveness~~$4,323,833, ofper the ~~design~~October ~~and~~27, ~~operation~~2011 ofmodification ~~our~~(see ~~disclosure~~Note 4)) ~~controls~~due ~~and~~June ~~procedures~~16, as2015. ofAs ~~the~~part ~~end~~ of the ~~period~~Note ~~covered~~financing ~~by this report. Based on~~ the ~~foregoing,~~Company ~~our~~also ~~Chief~~issued ~~Executive~~warrants ~~Officer~~to ~~and~~purchase ~~Chief~~shares ~~Financial~~of ~~Officer~~the ~~concluded~~Company’s common ~~that~~stock ~~our~~equal ~~disclosure controls and procedures were not effective due~~ to ~~certain deficiencies in our internal controls over financial reporting as described below~~$250,000.

~~Internal~~These ~~Control~~warrants ~~over~~were ~~Financial~~valued ~~Reporting~~at the date of issue of the Note, June 16, 2011, using the Black-Scholes model utilizing the following assumptions:

Management’s Annual Report on Internal Control over Financial Reporting

Risk-free interest rate	1.49%
Expected term to exercise	4.79 years
Expected volatility of	208%
Expected dividend yield	0%

~~Management~~Based ison ~~responsible~~this ~~for~~calculation ~~establishing~~$241,404 was ~~and~~recorded ~~maintaining~~as ~~adequate~~a ~~internal~~deferred ~~control~~financing ~~over~~cost ~~our~~on ~~financial~~the ~~reporting. Our~~Note ~~internal~~and ~~control over financial reporting~~ is ~~designed~~being toamortized ~~provide~~over ~~reasonable assurance, not absolute assurance, regarding~~ the ~~reliability~~remaining ofterm ~~financial reporting and the preparation~~ of ~~financial statements for external purposes in accordance with generally accepted accounting principles in~~ the ~~United~~warrants, ~~States. Internal~~expiring June ~~control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that~~30, ~~in reasonable detail~~2016, ~~accurately~~ and ~~fairly~~charged ~~reflect~~to ~~the~~interest ~~transactions~~expense. ~~and~~For ~~dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit~~ the ~~preparation~~twelve ofmonths ~~financial~~ended ~~statements~~May in31, ~~accordance with generally accepted accounting principles in the United States~~2012, ~~and~~amortization ~~that our receipts and expenditures are being made only in accordance with authorizations~~ of ~~our~~the ~~management~~non-cash ~~and~~warrants costs ~~directors;~~ and ~~(iii)~~direct ~~provide~~cash ~~reasonable~~costs ~~assurance~~incurred ~~regarding~~relating ~~the~~to ~~prevention~~both orfinancings ~~timely~~total ~~detection of the unauthorized acquisition~~$167, ~~use or disposition of assets that could have a material effect on our financial statements~~011. ~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.~~

~~Management~~As ~~has~~at ~~used~~May ~~the~~31, ~~framework~~2012, ~~set~~all ~~forth~~deferred financing incosts ~~the~~on ~~report entitled Internal Control-Integrated Framework published by~~ the ~~Committee~~balance ofsheet ~~Sponsoring~~relate ~~Organizations of the Treadway Commission (“COSO”),~~ to ~~evaluate~~ the ~~effectiveness of our internal control over financial reporting~~Note. ~~Management has concluded that our internal control over financial reporting was not effective as of May 31, 2011 for the reasons described below.~~

During the course of the preparation of our financial statements for the period ended November 30, 2010, our Chief Executive Officer and Chief Financial Officer identified a material weakness in our internal controls and disclosure controls and procedures. A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on the assessment of the effectiveness of disclosure controls and procedures as of November 30, 2010, the following deficiencies were identified:

	May 31, 2012 $			May 31, 2011 $

Deferred financing costs		288,372			1,041,396
Accumulated amortization		(54,145	)		(298,471	)
Net carrying amount		234,227			742,925

Share purchase agreement
Commitment fee		–			312,000
Write-off of commitment fee		–			(312,000	)
		-			-

		234,227			742,925

Our annual audited consolidated financial statements for the year ended May 31, 2010 and our interim unaudited consolidated financial statements for the three months ended August 31, 2010 required an audit adjustment to the accounting and disclosure of the compensation paid Dr. Salari, our officer and director, in fiscal 2010. The amount of compensation paid to Dr. Salari reported in our annual report on Form 10F-K for the year ended May 31, 2010 was overstated due to our acquisition of Posh effective December 2009, and an inadvertent error in the accrual of compensation to which Dr. Salari was entitled. Similarly, the amount of compensation paid to Dr. Salari reported in our quarterly report on Form 10-Q for the three months ended August 31, 2010 was overstated due to an inadvertent error in the accrual of compensation to which Dr. Salari was entitled. Our annual audited consolidated financial statements for the year ended May 31, 2010 and our interim unaudited consolidated financial statements for the three months ended August 31, 2010 were restated to reflect this adjustment.15

19Kedem Pharmaceuticals Inc.

In(A ~~addition,~~Development ~~based~~Stage ~~on the assessment of the effectiveness of disclosure controls and procedures as of November 30, 2010, the following additional deficiencies were identified:~~Company)

1.Notes ~~Lack~~to ofthe ~~segregation~~Consolidated ofFinancial ~~duties/management override – in common with businesses that have few employees, there exists a weakness as one person performs many different functions; and~~Statements

2.May ~~Financial~~31, ~~reporting deficiencies – certain accounting entries and related reporting of transactions were inadvertently not properly recorded in the past.~~2012

~~Management~~7. ~~plans~~Write-off ~~to remediate many~~ of ~~these~~Patents ~~deficiencies~~and byImpairment ~~engaging~~loss ~~an accountant (other than our independent auditors) to prepare our financial statements~~ on ~~our~~Medical behalf going forward. In addition, management plans to work with such accountant in evaluating or proceeding with any potential acquisitions. Also, management is currently considering additional remediation plans with respect to the above.Licenses

~~Changes~~During the year ended May 31, 2012, a write-off was recorded against the patent balance, in ~~Internal~~the ~~Control~~amount ~~over~~of ~~Financial~~$21,596, ~~Reporting~~due to management’s decision to abandon the patent application. As a result of the write-off, the revised carrying value of the patent, as at May 31, 2012, is $1.

~~There~~As ~~has~~at ~~been~~May no31, ~~change~~2012, inan ~~our~~impairment ~~internal~~test ~~control~~was conducted over ~~financial~~the ~~reporting~~medical ~~during~~licenses ~~our~~balance, ~~most~~in ~~recent~~accordance ~~fiscal~~with ~~quarter~~ASC 360-10. The results of the impairment test indicated that ~~has~~the ~~materially~~net ~~affected,~~carrying value orof isthe ~~reasonably~~asset ~~likely~~exceeded toits ~~materially~~undiscounted ~~affect~~future cash flows. As a consequence, ~~our~~an ~~internal~~impairment ~~control~~loss ~~over~~of ~~financial~~$240,629 ~~reporting~~was recorded.

~~ITEM~~As ~~9B. OTHER~~a ~~INFORMATION~~result of the impairment loss, the revised carrying value of the medical license balance, as at May 31, 2012, is $1.

~~None~~8. Income Taxes

20The Company accounts for income taxes using the liability method of tax allocation. Deferred income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Deferred income tax assets are evaluated periodically and if realization is not considered likely, a valuation allowance is provided.

~~PART~~a) ~~III~~Deferred tax assets and liabilities

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

	May 31, 2012 $			May 31, 2011 $

Property and equipment		30,309			19,964
Intangible assets		878			1,284
Operating loss carry forwards		3,660,867			1,799,515
Valuation allowance		(3,692,054	)		(1,820,763	)
Net future tax asset		–			–

~~Directors~~Management ~~and~~believes ~~Executive~~that ~~Officers~~it is not likely that it will create sufficient taxable income sufficient to realize its deferred tax assets.

Asb) ofLoss ~~August 24, 2011, our directors and executive officers, their ages, positions held, and duration of such, are as follows:~~carryforwards

Name	Position	Age	Date First Elected or Appointed
Hassan Salari	President, Chief Executive Officer, Secretary, Treasurer, Director	58	September 29, 2008
Audrey Lew	Chief Financial Officer	47	May 14, 2009
Dr. David Filer	Director	64	May 14, 2009
Christian Bezy	Director	55	May 14, 2009

The Company has estimated accumulated non-capital losses of approximately $10,459,620 which will expire as follows:

Business Experience

2028		65,168
2029		2,600,315
2030		1,684,864
2031		1,820,763
2032		4,288,510
	$	10,459,620

The following is a brief account of the education and business experience of each of our directors and executive officers during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he or she was employed.F-16

~~Hassan~~Kedem ~~Salari~~Pharmaceuticals ~~– President, Chief Executive Officer, Secretary, Treasurer, Director~~Inc.

Dr. Salari is an entrepreneur and scientist with over 25 years’ experience in the biotechnology field, specializing in highly sophisticated research, drug development programs and business development. In addition to serving as our officer and director, he is currently a director of Eternity Healthcare Inc. (~~OTCBB:~~A ~~ETAH),~~Development aStage ~~medical device company that plans to distribute in-home medical diagnostic kits throughout Canada.~~Company)

~~From~~Notes ~~May 28, 2010~~ to March 30, 2011, Dr. Salari acted as a director of Neurokine Pharmaceuticals Inc. (OTCBB: NEUKF), a biopharmaceutical company engaged in drug re-profiling with an emphasis on treating diseases mediated by acute and chronic inflammatory reactions. Prior to that, Dr. Salari served as a director of Pacgen Biopharmaceuticals Corporation., a public company listed on the ~~TSX~~Consolidated ~~Venture~~Financial Exchange. From 1998 to 2007, Dr. Salari was the President and Chief Executive Officer of Chemokine Therapeutics Corp., a biotechnology company established to develop chemokine-based therapeutic products for human diseases that was listed on the OTC Bulletin Board and TSX.Statements

~~From~~May ~~1992 to 1998~~31, Dr. Salari served as the President and Chief Executive Officer of Inflazyme Pharmaceuticals Ltd., a company he founded. Dr. Salari maintained responsibility for managing the company’s business affairs as well as its drug discovery and development programs (focused on allergies and asthma). While there, he negotiated and closed several licensing deals with biotechnology and pharmaceutical companies.2012

~~From 1991 to 1998, Dr~~9. ~~Salari~~Series ~~was~~“A” ~~employed~~Preferred as a Professor in the Department of Medicine at the University of British Columbia. From 1987 to 1990, he was an Assistant Professor in the same department, and from 1986 to 1987, he was a research associate. During this time, Dr. Salari was the lead project investigator in cytokine research and drug development. From 1984 to 1986, he worked as a research associate in the Department of Physiology at Laval University in Quebec, where he carried out work on the biology of human blood cells and their control by cytokines. From 1981 to 1982, Dr. Salari worked in the Department of Immunology at McGill University in Montreal as a research associate. He is the author of over 200 scientific articles, abstracts and books on various subjects the field of medicine.Stock

~~Audrey~~On ~~Lew~~June –15, ~~Chief~~2011, ~~Financial~~the ~~Officer~~Company filed a Certificate of Designation with the Nevada Secretary of State to designate 10,000,000 shares of the Company’s authorized but unissued preferred stock as Series “A” Preferred Stock. The Series “A” Preferred Stock ranks senior to any other series of preferred stock and common stock of the Company, has a par value $0.0001 per share, and carries with it the right to convert all or a portion of such stock into common stock. Each share of Series “A” Preferred Stock has voting rights and carries a voting weight equal to one hundred shares of common stock. Holders of Series “A” Preferred Stock are entitled to receive any declared dividends and holders of shares of common stock and Series “A” Preferred Stock can vote together as a single class.

~~Ms.~~On ~~Lew~~June is15, a2011, ~~certified~~1,800,000 ~~general~~shares of ~~accountant (CGA) with~~ the ~~Certified~~Company’s ~~General~~Series ~~Accountants~~“A” ~~Association~~Preferred ofStock ~~British~~were ~~Columbia. She~~issued ~~has~~to ~~served~~the ~~for~~President ~~more than 15 years as a controller and financial officer~~ of athe ~~number of technology and health care companies~~Company, ~~including~~pursuant ~~Casting Workbook Services Inc. from 2007~~ to ~~present;~~a J.debt ~~Lew Law Corporation from 2004 to 2007; and Chemokine Therapeutics Corp./Globe Laboratories Inc. from 2002 to 2004. From 1993 to 2002~~conversion agreement, ~~Ms.~~where ~~Lew was~~ the ~~corporate~~President ~~accountant~~converted ~~for~~$54,000 ~~CML~~of ~~Global~~debt ~~Capital~~into ~~Ltd. She~~1,800,000 ~~has~~shares, ~~experience~~at ~~in accounting practices and GAAP for both public and private companies. Ms. Lew has~~ a ~~Bachelor~~price of ~~Arts~~$0.03 ~~degree~~per ~~from the University of British Columbia~~share.

21On September 15, 2011, 5,000,000 shares of the Company’s Series “A” Preferred Stock were issued to the President of the Company, pursuant to a debt conversion agreement, where the President converted $100,000 of debt into 5,000,000 shares, at a price of $0.02 per share.

~~Dr.~~As ~~David~~at ~~Filer~~May 31, 2012, 6,800,000 (May 31, 2011 – ~~Director~~$Nil) shares are issued and outstanding, at a par value of $0.0001.

~~From 1983 to the present, Dr~~10. Filer has been self-employed working on a consultant basis for various organizations. He obtained a PhD in Microbiology and Molecular Biology in 1977 from Tel Aviv University. From 1977 to 1982, Dr. Filer was an NIH fellow with Drs. Anthony Furano and Herbert Tabor. From 1982 to 1983, he attended the EMBO Pasteur Institute Paris and from 1984 to 1999, Dr. Filer was a faculty member in the Cell Biology Department of the NYU Medical Center.Warrants

~~Dr.~~On ~~Filer~~January ~~has~~20, ~~extensive~~2009, ~~experience~~pursuant ~~with public companies in~~ to the ~~field~~completion of ~~healthcare. He has been an independent analyst with~~ a ~~number~~private ofplacement ~~Wall Street firms and gained extensive contacts for fundraising and the management~~ of ~~biotechnology~~2,000,000 ~~companies. During~~units, the ~~last~~Company 10issued ~~years~~2,000,000 ~~Dr.~~share ~~Filer~~purchase ~~has~~warrants ~~been~~exercisable ~~self~~to ~~employed~~acquire 2,000,000 ~~and~~shares ~~worked~~of asthe aCompany’s ~~healthcare~~common ~~analyst~~stock inat ~~New York for~~ a ~~number~~price of ~~investment~~$0.40 ~~bankers~~per ~~and~~share, ~~brokerage~~expiring ~~firms~~January as20, ~~well as biotechnology companies~~2011. He ~~has~~On ~~assisted~~May ~~companies such as Paramount Biocapital~~27, ~~Sunrise Equities~~2010, ~~Centercort Capital~~ 540,000 ~~Spencer~~of ~~Trask~~the ~~Ventures,~~warrants ~~Altira~~were ~~Capital,~~exercised ~~Cornerstone~~and ~~Pharmaceuticals,~~on ~~Cleveland~~June ~~Biolabs~~15, ~~Advaxis~~2010, ~~Biocancell~~460,000 ~~United Therapeutics and Enzon Inc. He works with investors, professional managers and inventors to establish and guide them and their companies through the process~~ of ~~seeking clinical investigation and~~ the ~~commercial~~warrants ~~development~~were ~~of cutting edge technologies and products~~exercised. In ~~addition,~~The heremaining ~~managed~~balance ~~the merger~~ of ~~Unigene and Pfizer in 2008~~1,000,000 unexercised awarrants ~~deal~~expired ~~valued~~on atJanuary ~~approximately~~20, ~~$60 million~~2011.

~~Christian~~On ~~Bezy~~October 28, 2009, pursuant to the completion of a private placement of 800,000 units, the Company issued 800,000 share purchase warrants exercisable to acquire 800,000 shares of the Company’s common stock at a price of $1.00 per share. The 800,000 unexercised warrants expired on October 28, 2011. At May 31, 2012, Nil (May 31, 2011 – ~~Director~~800,000) warrants were still outstanding.

~~Mr.~~On ~~Bezy~~December is8, a2009, ~~businessman~~pursuant ~~with~~to the ~~over~~completion ~~30 years~~ of ~~experience~~a inprivate ~~the~~placement ~~mining~~of ~~industry~~533,333 ~~managing~~units, athe ~~large~~Company ~~number~~issued of533,333 ~~employees~~share inpurchase ~~several~~warrants ~~million~~exercisable ~~dollar companies. From 2008~~ to ~~the present~~acquire 533,333 heshares ~~has~~of ~~been~~the aCompany’s ~~Senior~~common ~~Geologist~~stock ~~for~~at ~~Genivar~~$1.00 ~~Income~~per ~~Fund~~share. ~~(Mining~~The ~~and~~533,333 ~~Geology). From~~unexercised ~~November~~warrants ~~2006~~expired toon ~~February~~December ~~2008~~8, Mr 2011. ~~Bezy~~At ~~was~~May ~~the~~31, ~~Chief~~2012, ~~Geologist~~Nil ~~with~~(May ~~Semafo Inc.~~31, ~~and~~2011 ~~from~~– ~~2004 to 2006~~533,333) hewarrants ~~was~~were ~~the~~still ~~Senior Geologist at Richmont Mines Ltd~~outstanding. ~~(East Amphil).~~

~~Between~~In ~~2002~~March ~~and 2003~~2010, ~~Mr.~~pursuant ~~Bezy~~to ~~was~~ the ~~Senior~~Company ~~Geologist~~signing atan ~~Mines~~agreement ~~McWatters,~~with ~~Sigma-Lamaque~~one ~~Complex~~investor infor ~~Canada. Prior~~a toconvertible ~~that~~debenture for ~~date,~~the heprincipal ~~was~~amount aof ~~geologist~~$4,200,000, at the ~~les~~investor ~~Mines~~and ~~d’or~~other ~~Kiena~~parties inpursuant ~~Quebec. Mr.~~to ~~Bezy~~the ~~has~~agreement ~~worked~~were ~~for~~granted ~~several~~1,805,991 ~~resource~~warrants exercisable ~~companies~~to inacquire ~~Canada~~1,805,991 ~~including~~shares ~~Kiena,~~of ~~Sigma,~~the ~~East-Amphi,~~Company’s ~~Abcourt,~~common ~~Dorval,~~stock ~~Mt-Laurier,~~at prices ranging between $0.50 and ~~Mt-Wright~~$1.00 atper ~~Fermont~~share, expiring ~~and~~between ~~Samira~~March in16, ~~West~~2015 ~~Africa. He~~and ~~obtained~~May ~~his~~28, B2015.~~Sc.~~ inIn ~~Geology~~fiscal ~~from~~2011, 1,105,991 of the ~~University~~warrants ofwith ~~Quebec~~an inexercise ~~Montreal~~price inof ~~1978~~$1. ~~Mr.~~00 ~~Bezy~~per share ~~has~~were ~~experience~~exercised. inAt ~~managing~~May ~~employees~~31, ~~and~~2012, ~~consummation~~700,000 of(35,000 ~~business~~post ~~deals. He~~reverse isstock ~~helping~~split) us(May ~~gain~~31, ~~market~~2011 ~~recognition~~– ~~and~~700,000 ~~obtain~~(35,000 ~~partnerships~~post ~~with~~reverse stock ~~other~~split)) ~~companies~~warrants inwere ~~the~~still ~~same field~~outstanding.

~~Significant~~On ~~Employees~~April 7, 2010, pursuant to the completion of a private placement of 625,000 units, the Company issued 625,000 share purchase warrants exercisable to acquire 625,000 shares of the Company’s common stock at a price of $1.20 per share. The 625,000 unexercised warrants expired on April 7, 2012. At May 31, 2012, Nil (May 31, 2011 – 625,000) warrants were still outstanding.

WeOn ~~have~~June no16, ~~significant~~2011, ~~employees~~pursuant to ~~other~~the ~~than~~Company ~~our~~signing ~~officers~~an agreement with one investor for a convertible note for the principal amount of $4,338,833, the investor was granted warrants exercisable to acquire shares of the Company’s common stock equal to $250,000. At May 31, 2012, 6,250,000 (312,500 post reverse stock split) (May 31, 2011 – Nil) warrants totaling $250,000 were still outstanding.

~~Family Relationships~~F-17

~~There~~Kedem ~~are~~Pharmaceuticals ~~no family relationships among our directors or officers~~Inc.

~~Legal~~(A ~~Proceedings~~Development Stage Company)

~~None~~Notes ofto ~~our directors, executive officers, promoters or control persons has been involved in any of~~ the ~~following~~Consolidated ~~events~~Financial ~~during the past five years:~~Statements

●May ~~any~~31, ~~bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~2012

●10. ~~any~~Warrants ~~conviction in a criminal proceeding or being subject to a pending criminal proceeding~~ (~~excluding traffic violations and other minor offenses~~continued);

●A ~~being~~summary ~~subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~share ~~court~~purchase ofwarrants outstanding ~~competent~~is ~~jurisdiction,~~presented ~~permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;~~below:

● being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

	Number of Warrants (d)			Weighted Average Exercise Price (d)

Warrants outstanding at June 1, 2011	132,917		$	18.60
Expired	(97,917	)		(21.20	)
Exercised	–			–
Issued	312,500			Note A
Warrants outstanding at May 31, 2012	347,500			Note A

●Note ~~any~~A: ~~judicial~~Per orthe ~~administrative~~terms ~~proceedings~~of ~~resulting~~the ~~from~~Note Agreement, ~~involvement~~the inexercise ~~mail~~price orof ~~wire~~the ~~fraud~~warrants orgranted ~~fraud~~June in16, ~~connection~~2011 ~~with~~is ~~any~~defined ~~business~~as ~~activity;~~the lesser of:

●(i) ~~and~~100% ~~judicial~~of orthe ~~administrative~~average ~~proceedings~~closing bid ~~based~~price onfor ~~violations~~the ofthree ~~federal~~trading ordays ~~state~~with ~~securities~~the lowest bid price reported by Bloomberg during the 20 trading days immediately prior to the exercise date; provided, ~~commodities~~however, ~~banking~~that orin ~~insurance~~the ~~laws~~event ~~and~~the ~~regulations,~~exercise orprice would be at any ~~settlement~~time be equal to ~~such~~less ~~actions;~~than $1.00 per share of common stock, the term 100% in the forgoing clause shall be replaced by 80% or;

●(ii) ~~any~~$2.00 ~~disciplinary~~per ~~sanctions~~share orof ~~orders imposed by a~~ common stock~~, commodities or derivatives exchange or other self-regulatory organization~~.

2211. Stock Options

~~Audit~~On ~~Committee~~June 29, 2009, the Company granted 100,000 options to directors and officers of the Company. On November 12, 2010, the Company cancelled these options and reissued 260,000 options to directors and officers of the Company. Pursuant to ASC 718-20-35-8, cancellations with concurrent grants of replacement awards are treated as a modification of the terms of the cancelled award. As a result, compensation costs recorded subsequent to modification include the grant date fair value of the original award under the old plan, recognized as compensation costs ratably over the vesting period of the replacement options issued under the new plan, and the incremental cost resulting from the modification.

~~Our~~For ~~Board~~the oftwelve ~~Directors~~months ~~established~~ending anMay 31, ~~audit committee on July 28~~2012, ~~2009. Since~~compensation ~~that~~cost ~~date,~~recorded ~~Hassan~~totaled ~~Salari~~$243, Dr348. ~~David~~The ~~Filer~~replacement ~~and~~options ~~Christian~~are ~~Bezy~~exercisable ~~have~~in ~~acted~~full asover the ~~members~~course of ~~the~~five years ~~audit~~from ~~committee. Dr.~~date ~~Filer and Mr. Bezy are independent members~~ of ~~the~~grant, ~~committee~~with ~~according~~4% ~~to NASDAQ Rule 5605(a)(2) and National Instrument 52-110~~ of the ~~Canadian~~total ~~Securities~~number ~~Administrators (“NI 52-110”), while Dr. Salari is not independent as he is one~~ of ~~our~~options ~~executive~~granted ~~officers. The audit committee is directed~~ to ~~review~~ the ~~scope,~~optionee ~~cost~~vesting ~~and~~each ~~results~~month ofon ~~the~~a ~~independent~~monthly ~~audit~~basis beginning ofon ~~our books and records; review~~ the ~~results~~first day of the ~~annual~~month ~~audit~~following ~~with management and~~ the ~~adequacy~~date of ~~our accounting~~grant, ~~financial~~until ~~and operating controls; recommend annually to~~ the ~~Board~~option ofis ~~Directors~~fully ~~the~~vested. ~~selection~~As of ~~our~~May ~~independent registered accountants; consider proposals made by our independent registered accountants for consulting work; and report to the Board of Directors~~31, ~~when so requested~~2012, ~~on any accounting or financial matters. The Board~~ 187,200 of ~~Directors~~the ~~adopted~~options aunder ~~charter for~~ the ~~audit~~new ~~committee~~plan onhad ~~July~~vested 28and 72,800 ~~2009~~were nonvested.

~~The~~A ~~audit~~summary ~~committee is responsible for reviewing both our interim and annual financial statements. For the purposes~~ of ~~performing~~stock ~~their~~options ~~duties,~~outstanding is ~~the~~presented members of the audit committee have the right, at all times, to inspect all our books and financial records as well as those of our subsidiaries, and discuss with management and our auditors any accounts, records and matters relating to our financial statements. The audit committee meets periodically with management and annually with our auditors.below:

Since the commencement of our most recently completed financial year, our Board of Directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an auditor.

	Number of Options (d)		Weighted Average Exercise Price (d)

Options outstanding at June 1, 2011	260,000	$	1.40
Granted	–		–
Exercised	–		–
Cancelled	–		–
Options outstanding at May 31, 2012	260,000	$	1.40

~~Audit~~(d) ~~Committee~~All ~~Financial~~per ~~Expert~~share information has been adjusted retroactively to reflect the 1 for 20 reverse split of the Company’s common stock that occurred on November 7, 2011.

Our Board of Directors has determined that we have one audit committee financial expert serving on the audit committee. Hassan Salari, our officer and director, has experience serving on audit committees of other public companies. He was a member of the audit committee of Pacgen Biopharmaceuticals Corporation, a publicly traded company on the TSX Venture Exchange, from 2004 to 2009.F-18

~~Nomination~~Kedem ~~Procedures~~Pharmaceuticals ~~for Appointment of Directors~~Inc.

As(A ofDevelopment ~~August~~Stage 24, 2011, we had not effected any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our Board has determined that it is in the best position to evaluate our requirements as well as the qualifications of each candidate when the Board considers a nominee for a position. If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to our President at the address on the cover of this annual report.Company)

~~Code~~Notes ofto ~~Ethics~~the Consolidated Financial Statements

OnMay ~~July 28~~31, 2009, our Board of Directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our President, Secretary and Treasurer (being our principal executive officer) and our Chief Financial Officer (being our principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:2012

●11. ~~honest~~Stock ~~and~~Options ~~ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;~~(continued)

●The ~~full,~~Company has estimated the fair, ~~accurate,~~value ~~timely,~~of ~~and~~each ~~understandable~~option ~~disclosure~~under inthe ~~reports~~new ~~and~~stock ~~documents~~option ~~that~~plan weon ~~file~~the ~~with~~date of grant, orand ~~submit~~at fiscal quarters ended subsequent to the date of modification of November 12, 2010, using the ~~SEC~~Black-Scholes ~~and~~Options inPricing ~~other~~Model ~~public~~with ~~communications~~the ~~made~~following byweighted average ~~us;~~assumptions:

● compliance with applicable governmental laws, rules and regulations;

	May 31, 2012			May 31, 2011
Risk-free interest rate		1.52	%		2.10	%
Expected life of options		3.5 years			5 years
Expected volatility in the market price of the shares		396	%		210	%
Expected dividend yield		0.0	%		0.0	%

●12. ~~the~~Fair ~~prompt~~Value ~~internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and~~Measures

●ASC ~~accountability~~820, ~~for~~“Fair ~~adherence~~Value Measurements and Disclosures”, requires an entity to maximize the ~~Code~~use of ~~Ethics~~observable inputs and ~~Business~~minimize ~~Conduct~~the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Our~~Level ~~Code~~1 of Ethics and Business Conduct requires, among other things, that all of our personnel shall be accorded full access to our President, Secretary and Treasurer and our chief Financial Officer with respect to any matter which may arise relating to the Code of Ethics and Business Conduct. Further, all of our personnel are to be accorded full access to our Board of Directors if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by our President, Secretary and Treasurer or our Chief Financial Officer.

InLevel ~~addition,~~1 ~~our~~applies ~~Code~~to ofassets ~~Ethics and Business Conduct emphasizes that all employees, and particularly managers and/~~or ~~supervisors, have a responsibility~~ liabilities for ~~maintaining~~which ~~our~~there ~~financial~~are ~~integrity,~~quoted ~~consistent~~prices ~~with~~in ~~generally~~active ~~accepted~~markets ~~accounting~~for ~~principles,~~identical ~~and~~assets ~~federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial~~ or ~~accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our President, Secretary and Treasurer~~liabilities. If the incident involves an alleged breach of the Code of Ethics and Business Conduct by our President, Secretary and Treasurer, the incident must be reported to any member of our Board of Directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Ethics and Business Conduct.

~~Our~~Level ~~Code~~2 of Ethics and Business Conduct is filed as Exhibit 14.1 to our annual report on Form 10-K for the year ended May 31, 2009. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Global Health Ventures Inc., 409 Granville Street, Suite 1023, Vancouver, British Columbia, V6C 1T2 Canada.

23Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~Section~~Level ~~16(a)~~3 ~~Beneficial Ownership Reporting Compliance~~

~~Section~~Level ~~16(a)~~3 ofapplies ~~the~~to ~~Exchange~~assets ~~Act~~or ~~requires~~liabilities for ~~our~~which ~~directors,~~there ~~executive~~are ~~officers~~unobservable ~~and~~inputs ~~persons~~to ~~who~~the ~~own~~valuation ~~more~~methodology ~~than~~that ~~10%~~are ofsignificant ~~our common stock~~ to ~~file~~the ~~reports~~measurement ~~regarding ownership~~ of, ~~and transactions in, our securities with~~ the ~~SEC~~fair ~~and to provide us with copies~~ value of ~~those filings. Based solely on our review of~~ the ~~copies~~assets ~~of such forms received by us,~~ or written representations from certain reporting persons, we believe that during the fiscal year ended May 31, 2011 our directors, executive officers and 10% stockholders complied with all applicable filing requirementsliabilities.

~~ITEM~~The ~~11. EXECUTIVE~~Company’s financial ~~COMPENSATION~~instruments consist principally of cash and cash equivalents, accounts payable and accrued liabilities, amounts due to a related party, and convertible debt and accrued interest.

~~The~~Pursuant to ~~following~~ASC ~~table~~820, ~~sets~~“Fair ~~forth~~Value ~~all~~Measurements ~~compensation~~and ~~received~~Disclosures”, bythe ~~our~~fair ~~principal~~value ~~executive~~of ~~officer~~the Company’s cash and ~~principal~~cash equivalents ~~financial~~is ~~officer~~determined ~~during~~based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the ~~years~~recorded ~~ended~~values ~~May~~of 31its financial instruments, ~~2011~~accounts payable and ~~May~~accrued liabilities 31and, ~~2010. We~~amount dodue ~~not~~to ~~have~~a ~~any~~related ~~other~~party, approximate ~~executive~~their ~~officers~~current values because of their nature and norespective ~~other~~maturity ~~individual~~dates ~~received~~or ~~total~~durations. ~~compensation~~The ~~from~~Company’s usconvertible debt and accrued interest is classified as “Level 2” in ~~excess~~the fair value hierarchy. The Company believes that the carrying value of ~~$100,000~~the convertible ~~during~~debt ~~such~~and ~~fiscal~~accrued ~~years~~interest approximates its fair value based on current market borrowing rates.

~~Summary~~13. ~~Compensation~~Commitments ~~Table~~and Contingencies

Name and Principal Position	Year ended May 31		Salary ($)			Option Awards ($) (1)			Total ($)
Hassan Salari, CEO (2)		2011		301,980	(3)		347,718	(4)		649,698
		2010		282,150			384,308	(5)		666,458
Audrey Lew, CFO (6)		2011		36,238	(7)		27,540	(8)		63,778
		2010		15,646			27,414			43,060

On June 1, 2011, the Company entered into a new employment agreement with the CEO of the Company, whereby the Company is obligated to pay the CEO a base salary of CDN $500,000 per year for a period of five years, or until the contract is terminated or replaced. If the Company replaces the CEO at any time after the first anniversary of the contract the Company would be obligated to pay the CEO an amount equal to two years of the CEO’s base salary. In addition, all of the options granted to the CEO under the Company’s stock based compensation plan (see Note 11) would vest immediately.

~~(1) See Note 10 of the notes to our financial statements included in this annual report for a description of the assumptions made in the valuation of option awards.~~F-19

~~(2)~~Kedem ~~Hassan~~Pharmaceuticals ~~Salari was appointed as our President, Chief Executive Officer, Secretary, Treasurer and director on September 29, 2008~~Inc.

(3)A ~~Represents~~Development ~~CDN~~Stage ~~$300,000 converted to U.S. dollars at the average exchange rate between the two currencies for the fiscal year ended May 31, 2011.~~Company)

~~(4)~~Notes ~~Represents stock-based compensation related~~ to ~~options vesting during~~ the ~~year~~Consolidated ~~ended~~Financial ~~May 31, 2011.~~Statements

~~(5)~~May ~~Represents~~31, ~~compensation for acting as a director.~~2012

~~(6) Audrey Lew was appointed as our Chief Financial Officer on May~~ 14~~, 2009~~. Comparative Figures

~~(7)~~Certain ~~Represents~~amounts ~~CDN~~have been ~~$36,000~~reclassified ~~converted~~ to ~~U.S.~~conform ~~dollars~~with at the ~~average~~presentation ~~exchange~~adopted ~~rate between the two currencies~~ for the ~~fiscal~~current ~~year ended May 31, 2011~~period.

~~(8)~~15. ~~Represents~~Subsequent ~~stock-based compensation related to options vested during the year ended May 31, 2011.~~Events

24Subsequent to May 31, 2012, pursuant to the Note, the Lender converted approximately $62,735 of the Note, including principal and interest, into 4,470,000 shares of the Company’s common stock.

~~Options Grants~~F-20

OnITEM ~~June 29, 2009, we granted options to acquire 2,000,000 shares of our common stock to our directors and officers~~9. ~~These~~ ~~options~~CHANGES ~~were~~IN ~~cancelled~~AND onDISAGREEMENTS ~~November~~WITH ~~12,~~ACCOUNTANTS ~~2010. On~~ON ~~the~~ACCOUNTING ~~same~~AND ~~day,~~FINANCIAL we reissued options to acquire 5,200,000 shares of our common stock to our directors and officers. The following table sets forth information relating to the options granted to our principal executive officer and principal financial officer as of May 31, 2011.DISCLOSURE

~~Outstanding Equity Awards at Fiscal Year-End~~None.

Name	Number of Securities Underlying Unexercised Options Exercisable (1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares That Have Not Vested	Market Value of Shares That Have Not Vested ($) (2)
Hassan Salari	4,000,000	0.07	November 12, 2015	3,040,000	150,480
Audrey Lew	400,000	0.07	November 12, 2015	304,000	15,048

ITEM 9A. CONTROLS AND PROCEDURES

~~(1)~~Disclosure ~~These~~Controls ~~options~~and ~~vest on the first day of each month at a rate of four percent of the total each calendar month beginning on December 1, 2010.~~Procedures

~~(2)~~We ~~Calculated~~maintain bedisclosure ~~reference~~controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the ~~$0.0495~~time ~~closing~~periods ~~price~~specified in the rules and forms of the Securities and Exchange Commission (the “SEC”) and that such information is accumulated and communicated to our ~~common~~management, ~~stock~~including onour ~~May~~Chief 31Executive Officer and Chief Financial Officer, ~~2011~~as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

~~Compensation~~As required by SEC Rule 13a-15(b), our management carried out an evaluation, with the participation of ~~Directors~~our Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to certain deficiencies in our internal controls over financial reporting as described below.

~~The~~Internal ~~following~~Control ~~table~~over ~~sets~~Financial ~~forth all compensation awarded to, earned by, or paid by us to the named directors during the year ended May 31, 2011.~~Reporting

~~Director~~Management’s ~~Compensation~~Annual Report on Internal Control over Financial Reporting

Name	Option Awards ($) (1)			Total ($)
David Filer		42,933	(2)		42,933
Christian Bezy		42,933	(2)		42,933

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

~~(1)~~Management ~~See~~has ~~Note~~used 10the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the ~~notes~~Treadway Commission (“COSO”), to evaluate the effectiveness of our ~~annual~~internal ~~consolidated~~control over financial ~~statements~~reporting. ~~included~~Management inhas ~~this~~concluded that ~~annual~~our ~~report~~internal ~~for~~control aover ~~description~~financial reporting was not effective as of ~~the~~May ~~assumptions~~31, ~~made~~2012 infor the ~~valuation~~reasons ofdescribed ~~option awards~~below.

~~(2) Represents stock-based compensation related to options vested during the year ended May 31, 2011.~~27

~~Employment~~During ~~Contracts~~the course of the preparation of our financial statements for the period ended November 30, 2010, our Chief Executive Officer and ~~Change-~~Chief Financial Officer identified a material weakness in~~-Control~~ ~~Arrangements~~our internal controls and disclosure controls and procedures. A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on the assessment of the effectiveness of disclosure controls and procedures as of November 30, 2010, the following deficiencies were identified:

OnOur ~~May~~annual 1,audited ~~2009,~~consolidated wefinancial ~~entered~~statements ~~into~~for the anyear ~~employment~~ended ~~contract~~May ~~with~~31, ~~Hassan~~2010 ~~Salari~~and inour ~~his~~interim ~~capacity~~unaudited asconsolidated orfinancial ~~Chief~~statements ~~Executive~~for ~~Officer~~the ~~for~~three ~~a term~~months ofended 10August ~~years~~31, ~~pursuant~~2010 required an audit adjustment to ~~which~~the weaccounting ~~were~~and ~~obligated~~disclosure toof ~~pay~~the compensation paid to Dr. Salari, aour ~~base~~officer ~~salary~~and ~~of CDN $300~~director,~~000~~ in ~~per~~fiscal ~~year~~2010. If weThe ~~replaced~~amount of compensation paid to Dr. Salari asreported in our ~~Chief~~annual ~~Executive~~report ~~Officer~~on atForm ~~any~~10-K ~~time~~for ~~after~~ the ~~first~~year ~~anniversary~~ended ~~of the contract~~May 31, we2010 ~~were~~was ~~obligated~~overstated due to ~~pay~~our ~~him~~acquisition of Posh effective December 2009, and an ~~amount~~inadvertent ~~equal~~error toin ~~two~~the ~~years~~accrual of ~~his~~compensation to ~~base~~which ~~salary~~Dr. ~~and~~Salari ~~all~~was ofentitled. Similarly, the ~~options~~amount ~~granted~~of compensation paid to ~~him~~Dr. ~~would~~Salari ~~vest~~reported ~~immediately. On~~in ~~June~~our 1,quarterly ~~2011,~~report weon Form ~~entered~~10-Q ~~into~~for ~~a new~~the ~~employment~~three ~~contract~~months ~~with~~ended ~~Dr.~~August ~~Salari~~31, ~~whereby~~2010 wewas ~~are~~overstated ~~obligated~~due to ~~pay~~an ~~him~~inadvertent aerror ~~base~~in ~~salary~~the accrual of ~~CDN~~compensation to ~~$500,000~~which ~~per~~Dr. ~~year~~Salari ~~for~~was aentitled. ~~period~~Our ofannual ~~five~~audited ~~years,~~consolidated orfinancial ~~until~~statements for the ~~contract~~year isended ~~terminated~~May or31, ~~replaced. The~~2010 ~~termination~~and ~~provisions~~our interim inunaudited ~~this~~consolidated ~~new~~financial ~~contract~~statements ~~are~~for ~~identical~~the tothree ~~those~~months inended ~~the~~August ~~old~~31, ~~contract~~2010 were restated to reflect this adjustment.

25In addition, based on the assessment of the effectiveness of disclosure controls and procedures as of November 30, 2010, the following additional deficiencies were identified:

~~Pension~~1. Lack of segregation of duties/management override – in common with businesses that have few employees, ~~Retirement~~there orexists ~~Similar~~a ~~Benefit~~weakness ~~Plans~~as one person performs many different functions; and

~~There~~2. ~~are~~Financial noreporting ~~arrangements~~deficiencies or– ~~plans~~certain ~~under~~accounting ~~which~~entries ~~we provide pension, retirement or similar benefits to our directors or executive officers. Our directors~~ and ~~executive~~related ~~officers~~reporting ~~may receive stock options at the discretion~~ of ~~our~~transactions ~~Board~~were ofinadvertently ~~Directors in the future. We do~~ not ~~have~~properly ~~any~~recorded material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors from time to time. Other than our employment contract with Hassan Salari, we have no plans or arrangements in ~~respect of remuneration received or that may be received by our executive officers to compensate such officers in~~ the ~~event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control~~past.

~~Outstanding~~Management ~~Equity~~plans ~~Awards~~to atremediate ~~Fiscal~~many ~~Year-End~~of these deficiencies by engaging an accountant (other than our independent auditors) to prepare our financial statements on our behalf going forward. In addition, management plans to work with such accountant in evaluating or proceeding with any potential acquisitions. Also, management is currently considering additional remediation plans with respect to the above.

AsChanges atin ~~May~~Internal ~~31,~~Control ~~2011,~~over weFinancial ~~had granted options to acquire up to 5,200,000 shares of our common stock to our directors and officers as described elsewhere in this annual report.~~Reporting

~~Aggregated~~There ~~Option~~has ~~Exercises~~been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~There~~ITEM ~~were~~9B. noOTHER ~~options exercised by any of our officers or directors during the year ended May 31, 2011.~~INFORMATION

~~Long-Term Incentive Plan~~None.

~~We do not have a long-term incentive plan in favor of any of our directors, officers, consultants or employees.~~28

~~Compensation~~PART ~~of Directors~~III

WeITEM ~~have no formal plan for compensating our directors for their services in their capacity as directors~~10. ~~Our~~ directors may be compensated for their services as determined by our Board of Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. During the year ended May 31DIRECTORS, ~~2011,~~EXECUTIVE ~~our~~OFFICERS ~~directors~~AND ~~received~~CORPORATE ~~stock options for their services as directors and one of our directors, Dr. David Filer, also received $8,000 in consulting fees.~~GOVERNANCE

26Directors and Executive Officers

~~ITEM~~As ~~12. SECURITY~~of ~~OWNERSHIP~~August OF28, ~~CERTAIN~~2012, ~~BENEFICIAL~~our ~~OWNERS~~directors ~~AND~~and ~~MANAGEMENT~~executive ~~AND~~officers, their ~~RELATED~~ages, ~~STOCKHOLDER~~positions ~~MATTERS~~held, and duration of such, are as follows:

We do not have any compensation plans under which our securities are authorized for issuance to either employees or non-employees.

Name	Position	Age		Date First Elected or Appointed
Dr. Hassan Salari	President, Chief Executive Officer, Secretary, Treasurer, Director		59		September 29, 2008
Audrey Lew	Chief Financial Officer		48		May 14, 2009
Dr. David Filer	Director		68		May 14, 2009
Christian Bezy	Director		57		May 14, 2009

~~The~~Business following table sets forth the ownership, as of August 24, 2011, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of August 24, 2011, there were 191,333,192 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this annual report.Experience

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Hassan Salari (1) 1517 West 58th Avenue Vancouver, British Columbia Canada V6P 1W6	13,025,169 (2)	6.67
Series “A” Preferred Stock	Hassan Salari (1) 1517 West 58th Avenue Vancouver, British Columbia Canada V6P 1W6	1,800,000	100
Common Stock	Audrey Lew (3) 7229 Stirling Street Vancouver, British Columbia Canada V5P 4H6	400,000 (4)	(5)
Common Stock	Dr. David Filer (6) 165 East 32nd Avenue New York, NY 10016	400,000 (4)	(5)
Common Stock	Christian Bezy (7) 175 Baie de la Paix Val d’Or (Dubuisson), Quebec Canada J9P 4N7	400,000 (4)	(5)
	All Officers and Directors as a Group	16,025,169	106.67

~~(1)~~Dr. Hassan Salari is– ~~our~~ President, Chief Executive Officer, Secretary, Treasurer, ~~and director.~~Director

~~(2)~~Dr. ~~Includes~~Salari ~~9,025,169~~is ~~shares~~an ofentrepreneur ~~our~~and ~~common~~scientist ~~stock~~with ~~and~~over ~~options~~25 years’ toexperience ~~purchase~~in 4the biotechnology field,~~000~~ specializing in highly sophisticated research,~~000~~ ~~shares~~drug ofdevelopment programs and business development. In addition to serving as our ~~common~~officer ~~stock~~and atdirector, he is currently a ~~price~~director of $0Eternity Healthcare Inc.07 (OTCBB: ~~per~~ETAH), ~~share~~a ~~until~~medical ~~November~~device ~~12,~~company ~~2015~~that plans to distribute in-home medical diagnostic kits throughout Canada.

From May 28, 2010 to March 30, 2011, Dr. Salari acted as a director of Neurokine Pharmaceuticals Inc. (3OTCBB: NEUKF), ~~Audrey~~a ~~Lew~~biopharmaceutical iscompany ~~our~~engaged in drug re-profiling with an emphasis on treating diseases mediated by acute and chronic inflammatory reactions. Prior to that, Dr. Salari served as a director of Pacgen Biopharmaceuticals Corporation., a public company listed on the TSX Venture Exchange. From 1998 to 2007, Dr. Salari was the President and Chief ~~Financial~~Executive Officer of Chemokine Therapeutics Corp., a biotechnology company established to develop chemokine-based therapeutic products for human diseases that was listed on the OTC Bulletin Board and TSX.

~~(4)~~From ~~Represents~~1992 ~~options~~ to ~~purchase 400~~1998,~~000~~ ~~shares~~Dr. ofSalari ~~our~~served ~~common~~as ~~stock~~the atPresident aand Chief ~~price~~Executive Officer of $0Inflazyme Pharmaceuticals Ltd.07, ~~per~~a ~~share~~company ~~until~~he ~~November~~founded. 12Dr. Salari maintained responsibility for managing the company’s business affairs as well as its drug discovery and development programs (focused on allergies and asthma). While there, ~~2015~~he negotiated and closed several licensing deals with biotechnology and pharmaceutical companies.

~~(5) Less than 1%.~~29

~~(6)~~From 1991 to 1998, Dr. ~~David~~Salari ~~Filer~~was employed as a Professor in the Department of Medicine at the University of British Columbia. From 1987 to 1990, he was an Assistant Professor in the same department, and from 1986 to 1987, he was a research associate. During this time, Dr. Salari was the lead project investigator in cytokine research and drug development. From 1984 to 1986, he worked as a research associate in the Department of Physiology at Laval University in Quebec, where he carried out work on the biology of human blood cells and their control by cytokines. From 1981 to 1982, Dr. Salari worked in the Department of Immunology at McGill University in Montreal as a research associate. He is the ~~our~~author ~~director~~of over 200 scientific articles, abstracts and books on various subjects the field of medicine.

~~(7)~~Audrey ~~Christian~~Lew ~~Bezy~~– isChief ~~our~~Financial ~~director.~~Officer

27Ms. Lew is a certified general accountant (CGA) with the Certified General Accountants Association of British Columbia. She has served for more than 15 years as a controller and financial officer for a number of technology and health care companies, including Casting Workbook Services Inc. from 2007 to present; J. Lew Law Corporation from 2004 to 2007; and Chemokine Therapeutics Corp./Globe Laboratories Inc. from 2002 to 2004. From 1993 to 2002, Ms. Lew was the corporate accountant for CML Global Capital Ltd. She has experience in accounting practices and GAAP for both public and private companies. Ms. Lew has a Bachelor of Arts degree from the University of British Columbia.

~~Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities~~Dr. We ~~believe~~David ~~that~~Filer ~~the~~– beneficial owners of our common stock listed above, based on information furnished to us by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.Director

~~Securities~~From ~~Authorized~~1983 to the present, Dr. Filer has been self-employed working on a consultant basis for ~~Issuance~~various ~~Under~~organizations. ~~Equity~~He ~~Compensation~~obtained ~~Plans~~a PhD in Microbiology and Molecular Biology in 1977 from Tel Aviv University. From 1977 to 1982, Dr. Filer was an NIH fellow with Drs. Anthony Furano and Herbert Tabor. From 1982 to 1983, he attended the EMBO Pasteur Institute Paris and from 1984 to 1999, Dr. Filer was a faculty member in the Cell Biology Department of the NYU Medical Center.

~~Please~~Dr. ~~see~~Filer has extensive experience with public companies in the ~~section~~field ~~entitled~~of ~~“Securities~~healthcare. ~~Authorized~~He has been an independent analyst with a number of Wall Street firms and gained extensive contacts for ~~Issuance~~fundraising ~~Under~~and ~~Equity~~the ~~Compensation~~management ~~Plans”~~of biotechnology companies. During the last 10 years, Dr. Filer has been self employed and worked as a healthcare analyst in ~~Item~~New 5York for a number of investment bankers and brokerage firms as well as biotechnology companies. He has assisted companies such as Paramount Biocapital, Sunrise Equities, Centercort Capital, Spencer Trask Ventures, Altira Capital, Cornerstone Pharmaceuticals, Cleveland Biolabs, Advaxis, Biocancell, United Therapeutics and Enzon Inc. He works with investors, professional managers and inventors to establish and guide them and their companies through the process of seeking clinical investigation and the commercial development of cutting edge technologies and products. In addition, he managed the merger of Unigene and Pfizer in 2008, a deal valued at approximately $60 million.

~~Changes~~Christian inBezy ~~Control~~– Director

WeMr. ~~are~~Bezy ~~not~~is ~~aware~~a ofbusinessman ~~any~~with ~~contract~~over or30 ~~other~~years ~~arrangement~~of experience in the ~~operation~~mining industry, managing a large number of ~~which~~employees ~~may~~in atseveral amillion ~~subsequent~~dollar ~~date~~companies. ~~result~~From in2008 to the present, he has been a ~~change~~Senior ofGeologist ~~our~~for ~~control~~Genivar Income Fund (Mining and Geology). From November 2006 to February 2008, Mr. Bezy was the Chief Geologist with Semafo Inc., and from 2004 to 2006, he was the Senior Geologist at Richmont Mines Ltd. (East Amphil).

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~30

~~During~~Between 2002 and 2003, Mr. Bezy was the ~~year~~Senior ~~ended~~Geologist at ~~May~~Mines 31McWatters, ~~2011,~~Sigma-Lamaque ~~Hassan~~Complex ~~Salari,~~in ~~our~~Canada. ~~President,~~Prior ~~Chief~~to ~~Executive~~that ~~Officer~~date, ~~Secretary,~~he ~~Treasurer~~was ~~and~~a ~~director,~~geologist ~~advanced~~at ~~$13,308~~the ~~(2010~~les -Mines ~~$nil)~~d’or toKiena ~~us,~~in Quebec. ~~was~~Mr. ~~repaid~~Bezy ~~$405~~has ~~(2010~~worked -for ~~$4,557)~~several byresource uscompanies in Canada, ~~incurred~~including $5Kiena,~~469~~ ~~(2010~~Sigma, East-Amphi, ~~$17~~Abcourt,~~256)~~ ofDorval, ~~expenses~~Mt-Laurier, and onMt-Wright ~~our~~at ~~behalf~~Fermont, ~~owed~~and ~~$11,011~~Samira ~~(2010~~in -West ~~$nil)~~Africa. He obtained his B.Sc. in ~~expenses~~Geology tofrom the University of Quebec in Montreal in 1978. Mr. Bezy has experience in managing employees and consummation of business deals. He is helping us gain market recognition and ~~repaid~~obtain ~~$6,916~~partnerships ~~(2010~~with -other ~~$nil)~~companies in ~~expenses~~the tosame usfield.

AsSignificant ~~at May 31, 2011, we included $271,098 (2010 - $207,126) in our accrued liabilities for salaries owed to Dr. Salari.~~Employees

~~During~~We ~~the~~have ~~year~~no ~~ended~~significant ~~May~~employees ~~31,~~other ~~2011,~~than weour ~~paid $Nil (2010 - $27,132) to a relative of Dr~~officers. ~~Salari (Reza Salari) for finder’s fees incurred on two private placements.~~

~~During~~Family ~~the year ended May 31, 2011, we paid $47,336 (2010 - $36,719) to two companies related to Dr. Salari (Pacific Therapeutics Inc. and Globe Laboratories Inc.) for rent of office and laboratory space.~~Relationships

OnThere March 15, 2009, we entered into a research contract with Globe Laboratories Inc. (“Globe”), a company controlled by two individuals related to Dr. Salari, to engage Globe for research on the sublingual technologies developed by Globe. We agreed to pay $50,000 per quarter to Globe from April 1, 2009 until the technology is put into commercial production, or the technologies are ~~sold~~no orfamily ~~sublicensed. To~~relationships ~~date,~~among $433,333 in research costs have been accrued under this agreement, of which $400,000 has been paid to Globe. In addition, for the year ended May 31, 2011, we paid $121,349 to Globe for research and development costs incurred in excess of the contracted amount. We also paid an additional $250,000 to Globe in the year ended May 31, 2011, for Milestone II payments per our ~~License~~directors ~~Agreement with Globe for the development of the sublingual technology~~or officers.

~~During~~Legal ~~the year ended May 31, 2011, we paid $8,000 (2010 - $6,000) to Dr. David Filer, our director, for consulting services.~~Proceedings

~~Other~~None ~~than~~of ~~as described above, we have not entered into any transactions with~~ our ~~officers,~~ directors, ~~persons~~executive ~~nominated for these positions~~officers, ~~beneficial~~promoters ~~owners of 5%~~ or ~~more of our common stock, or family members of those~~ control persons ~~wherein~~has ~~the~~been ~~amount~~ involved in ~~the~~any ~~transaction or a series~~ of ~~similar transactions exceeded~~ the ~~lesser~~following ofevents ~~$120,000~~during ~~or 1% of~~ the ~~average~~past offive ~~our total assets for the last two fiscal~~ years.:

~~Director~~● ~~Independence~~any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

~~The~~● ~~OTC Bulletin Board on which our common stock is quoted on does not have~~ any ~~director~~conviction ~~independence requirements. We currently use the definition~~ in ~~NASDAQ Rule 5605(~~a~~)(2)~~ ~~for~~criminal ~~determining~~proceeding ~~director independence, which states that “independent director” means a person other than an executive officer~~ or ~~employee~~being ofsubject ~~the~~to ~~company or any other individual having~~ a ~~relationship~~pending ~~which,~~criminal inproceeding ~~the~~(excluding ~~opinion~~traffic ofviolations ~~the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Two of our three current directors, Dr. David Filer~~ and ~~Christian~~other ~~Bezy,~~minor ~~meet this definition of independence. Hassan Salari is not independent due to the fact that Dr. Salari is one of our executive officers.~~offenses);

28● being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

~~National~~● ~~Instrument~~being ~~52-110~~found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

We● ~~are~~any ajudicial ~~reporting~~or ~~issuer~~administrative inproceedings ~~the~~resulting ~~Province~~from ofinvolvement ~~British~~in ~~Columbia. NI~~mail ~~51-110~~or ~~requires~~wire ~~us,~~fraud asor afraud ~~venture issuer, to disclose~~ in ~~our~~connection ~~annual report certain information concerning the constitution of our audit committee and our relationship~~ with ~~our~~any ~~independent~~business auditor. As defined in National NI 52-110, Messrs. Filer and Bezy are independent directors. For a description of the education and experience of our audit committee members that is relevant to the performance of their respective responsibilities as audit committee members, please see Item 10 under the heading “Business Experience”.activity;

~~Dr.~~● ~~Salari,~~and anjudicial ~~audit~~or ~~committee~~administrative ~~member,~~proceedings isbased ~~“financially~~on ~~literate”,~~violations asof ~~defined~~federal inor NIstate ~~52-110~~securities, ascommodities, hebanking ~~has~~or ~~the~~insurance ~~industry~~laws ~~experience necessary to understand~~ and ~~analyze our financial statements~~regulations, asor ~~well~~any assettlement an understanding of internal controls and procedures necessary for financial reporting. Dr. Salari served for four years as a member of the audit committee of Pacgen Biopharmaceuticals Corporation (TSX-V.PGA) and has the necessary financial expertise to besuch ~~classified~~actions; ~~as “financially literate.”~~or

~~Since~~● ~~the~~any ~~commencement~~disciplinary ofsanctions ~~our most recently completed financial year, we have not relied on the exemptions contained in sections 2.4~~ or 8orders ofimposed ~~NI 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided~~ by ~~the~~a ~~auditor~~stock, ~~where~~commodities ~~the~~or ~~total~~derivatives ~~amount~~exchange ofor ~~fees~~other ~~related to the non~~self-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 (Exemptions) permits us to apply to a securities regulatory ~~authority for an exemption from the requirements of NI 52-110 in whole or in part~~organization.

The audit committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the audit committee charter. A copy of our audit committee charter is filed as an exhibit to our annual report for the year ended May 31~~, 2009.~~

~~National~~Audit ~~Instrument 58-110~~Committee

WeOur ~~are~~Board aof ~~reporting~~Directors ~~issuer~~established inan audit committee on July 28, 2009. Since that date, Dr. Hassan Salari, Dr. David Filer and Christian Bezy have acted as the ~~Province~~members of ~~British~~the ~~Columbia~~audit committee. Dr. Filer and Mr. Bezy are independent members of the committee according to NASDAQ Rule 5605(a)(2) and National Instrument 5852-110 of the Canadian Securities Administrators ~~requires~~(“NI us52-110”), while Dr. Salari is not independent as ahe ~~venture~~is ~~issuer,~~one of our executive officers. The audit committee is directed to ~~disclose~~review inthe scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management and the adequacy of our accounting, financial and operating controls; recommend annually to the Board of Directors the selection of our independent registered accountants; consider proposals made by our independent registered accountants for consulting work; and report ~~certain~~to ~~information~~the ~~concerning~~Board ~~corporate~~of ~~governance~~Directors, ~~disclosure~~when so requested, on any accounting or financial matters. The Board of Directors adopted a charter for the audit committee on July 28, 2009.

~~Board~~The audit committee is responsible for reviewing both our interim and annual financial statements. For the purposes of ~~Directors~~performing their duties, the members of the audit committee have the right, at all times, to inspect all our books and financial records as well as those of our subsidiaries, and discuss with management and our auditors any accounts, records and matters relating to our financial statements. The audit committee meets periodically with management and annually with our auditors.

~~Our~~Since ~~Board~~the ofcommencement ~~Directors currently consists~~ of ~~three~~our ~~members:~~most ~~Hassan~~recently ~~Salari~~completed financial year, ~~Dr.~~our ~~David~~Board ~~Filer~~of ~~and~~Directors ~~Christian~~has ~~Bezy. We have determined that Dr. Salari is~~ not ~~independent~~failed asto ~~that~~adopt ~~term~~a isrecommendation ~~defined~~of inthe NIaudit ~~52-110~~committee ~~due~~ to ~~the~~nominate ~~fact~~or ~~that~~compensate ~~Dr.~~an ~~Salari is one of our executive officers~~auditor. ~~Messrs Filer and Bezy are independent.~~

~~Our~~Audit ~~Board~~Committee ofFinancial Directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the Board as set out by regulatory authorities on corporate governance in Canada and the United States. Our Board’s primary responsibilities are to supervise our management, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.Expert

~~The~~Our Board isof ~~also~~Directors ~~responsible~~has ~~for:~~determined that we have one audit committee financial expert serving on the audit committee. Dr. Hassan Salari, our officer and director, has experience serving on audit committees of other public companies. He was a member of the audit committee of Pacgen Biopharmaceuticals Corporation, a public company listed on the TSX Venture Exchange, from 2004 to 2009.

●Nomination ~~selecting~~Procedures ~~and~~for ~~assessing~~Appointment ~~members~~ of ~~the Board;~~Directors

●As ~~choosing~~of August 28, ~~assessing~~2012, ~~and~~we ~~compensating~~had not effected any material changes to the procedures by which our ~~executive~~shareholders ~~officers,~~may ~~approving~~recommend nominees to our Board of Directors. Our Board does not have a policy with regards to the ~~compensation~~consideration of ~~all~~any ~~executive~~director ~~officers~~candidates ~~and~~recommended ~~ensuring~~by our shareholders. Our Board has determined that it anis ~~orderly~~in ~~management~~the ~~succession~~best ~~plan~~position ~~exists;~~to evaluate our requirements as well as the qualifications of each candidate when the Board considers a nominee for a position. If shareholders wish to recommend candidates directly to our Board, they may do so by sending communications to our President at the address on the cover of this annual report.

~~● reviewing and approving our strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;~~32

●Code ~~adopting our code~~ of ~~conduct and a disclosure policy, and monitoring performance against those policies;~~Ethics

●On ~~ensuring~~July ~~the~~28, ~~integrity~~2009, our Board of Directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our ~~internal~~President, ~~control~~Secretary and ~~management~~Treasurer ~~information~~(being ~~systems;~~our principal executive officer) and our Chief Financial Officer (being our principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

● ~~approving~~honest ~~any~~and ~~major~~ethical ~~changes~~conduct, toincluding ~~our~~the ~~capital~~ethical ~~structure,~~handling ~~including~~of ~~significant~~actual ~~investments~~ or ~~financing~~apparent ~~arrangements;~~conflicts of interest between personal and professional relationships;

● ~~reviewing~~full, ~~and~~fair, ~~approving~~accurate, ~~any~~timely, ~~other~~and ~~issues~~understandable ~~which,~~disclosure in ~~the~~reports ~~view~~and ofdocuments ~~the~~that ~~Board~~we file with, or ~~management~~submit to, ~~may~~the ~~require~~SEC ~~Board~~and ~~scrutiny.~~in other public communications made by us;

29● compliance with applicable governmental laws, rules and regulations;

~~Directorships~~● the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and

~~Our~~● ~~directors~~accountability ~~are~~for ~~not~~adherence ~~currently~~to ~~directors of any other reporting issuers (or~~ the ~~equivalent~~Code ~~in a foreign jurisdiction), except that Dr. Salari served as a director~~ of ~~Neurokine~~Ethics ~~Pharmaceuticals~~and ~~Inc.~~Business ~~during the year ended May 31, 2011~~Conduct.

~~Orientation~~Our Code of Ethics and ~~Continuing~~Business ~~Education~~Conduct requires, among other things, that all of our personnel shall be accorded full access to our President, Secretary and Treasurer and our chief Financial Officer with respect to any matter which may arise relating to the Code of Ethics and Business Conduct. Further, all of our personnel are to be accorded full access to our Board of Directors if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by our President, Secretary and Treasurer or our Chief Financial Officer.

WeIn ~~have~~addition, anour ~~informal~~Code ~~process~~of toEthics ~~orient~~and Business Conduct emphasizes that all employees, and ~~educate~~particularly ~~new~~managers ~~recruits~~and/or tosupervisors, ~~our~~have ~~Board~~a ofresponsibility ~~Directors~~for ~~regarding~~maintaining ~~their~~our ~~role~~financial onintegrity, consistent ~~the~~with ~~Board~~generally accepted accounting principles, ~~our~~and ~~committees~~federal, provincial and ~~our~~state ~~directors~~securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, aswhether ~~well~~by aswitnessing the ~~nature~~incident or ~~and~~being ~~operations~~told of it, must report it to his or her immediate supervisor or to our ~~business~~President, Secretary and Treasurer. ~~This~~ ~~process~~If ~~provides~~the ~~for~~incident involves an ~~orientation~~alleged ~~with~~breach ~~key~~of ~~members~~the Code of ~~the~~Ethics ~~management~~and ~~staff~~Business Conduct by our President, Secretary and ~~further~~Treasurer, ~~provides~~the ~~access~~incident must be reported to ~~materials~~any ~~necessary~~member toof ~~inform~~our ~~them~~Board of ~~the~~Directors. ~~information~~Any ~~required~~failure to ~~carry~~report ~~out~~such ~~their~~inappropriate ~~responsibilities~~or irregular conduct of others is to be treated as a ~~Board~~severe ~~member~~disciplinary matter. ~~This~~ ~~information~~It ~~includes~~is against our ~~most~~policy ~~recent~~to ~~budget~~retaliate ~~approved~~against byany ~~the~~individual ~~Board,~~who ~~our~~reports ~~most~~in ~~recent~~good faith ~~annual~~the ~~report,~~violation ~~our~~or ~~audited~~potential ~~financial~~violation ~~statements~~of ~~and~~our ~~copies~~Code of ~~our~~Ethics ~~interim~~and ~~quarterly~~Business ~~financial statements~~Conduct.

~~The~~Our ~~Board~~Code ~~does~~of ~~not~~Ethics ~~provide~~and ~~continuing~~Business ~~education~~Conduct ~~for~~is ~~our~~filed ~~directors~~as Exhibit 14. ~~Each~~1 ~~director~~to isour ~~responsible~~annual report on Form 10-K for ~~maintaining~~the year ended May 31, 2009. We will provide a copy of the ~~skills~~Code of Ethics and ~~knowledge~~Business Conduct ~~necessary~~to any person without charge, upon request. Requests can be sent to: ~~meet~~Kedem ~~their~~Pharmaceuticals ~~obligations~~Inc., as885 ~~director~~West Georgia Street, Suite 1500, Vancouver, British Columbia, Canada V6C 3E8.

~~Nomination~~Section of16(a) ~~Directors~~Beneficial Ownership Reporting Compliance

~~Our~~Section ~~Board~~16(a) of ~~Directors~~the isExchange ~~responsible~~Act ~~for~~requires ~~identifying~~our ~~new~~directors, executive ~~director~~officers ~~nominees. In~~and ~~identifying~~persons ~~candidates~~who ~~for~~own ~~the~~more ~~Board,~~than ~~the~~10% ~~Board~~of ~~takes~~our ~~into~~common ~~account~~stock ~~all~~to ~~factors~~file itreports ~~considers~~regarding ~~appropriate,~~ownership ~~which may include strength~~ of ~~character~~, ~~mature~~and ~~judgment~~transactions in, ~~career~~our ~~specialization,~~securities ~~relevant~~with ~~technical~~the ~~skills,~~SEC ~~diversity~~ and ~~the extent~~ to ~~which~~provide ~~the~~us ~~candidate~~with ~~would~~copies ~~fill~~of athose ~~present~~filings. ~~need~~Based solely on ~~the~~our ~~Board. As~~review ~~part~~ of the ~~process,~~copies ~~the~~of ~~Board,~~such forms ~~together~~received ~~with~~by ~~management~~us, isor ~~responsible~~written ~~for~~representations ~~conducting~~from ~~background~~certain ~~searches~~reporting ~~and~~persons, iswe ~~empowered~~believe tothat ~~retain~~during ~~search firms to assist in~~ the ~~nomination~~fiscal ~~process. Once~~year ~~candidates~~ended ~~have~~May 31, ~~gone~~2012 ~~through~~our ~~a screening process and met with a number of the existing~~ directors, ~~they~~executive ~~are~~officers ~~formally~~and ~~put~~10% ~~forward~~stockholders ascomplied ~~nominees~~with ~~for~~all ~~approval~~applicable byfiling ~~the Board~~requirements.

~~Assessments~~33

~~Our~~ITEM Board of Directors intends for individual director assessments to be conducted by other directors, taking into account each director’s contributions at Board meetings, service on committees, experience base, and their general ability to contribute to one or more of our major needs11. ~~However,~~ ~~due~~EXECUTIVE ~~to our stage of development and our need to deal with other urgent priorities, the Board has not yet implemented such a process of assessment.~~COMPENSATION

~~ITEM~~The 14following table sets forth all compensation received by our principal executive officer and principal financial officer during the years ended May 31, 2012 and May 31, 2011. ~~PRINCIPAL~~ ~~ACCOUNTANT~~We ~~FEES~~do not ~~AND~~have ~~SERVICES~~any other executive officers and no other individual received total compensation from us in excess of $100,000 during such fiscal years.

Audit and Non-Audit Fees

Summary Compensation Table
Name and Principal Position	Year ended May 31	Salary ($)		Option Awards ($) (1)		Total ($)
Dr. Hassan Salari, CEO (2)	2012	505,015	(3)	187,188	(4)	692,203
Dr. Hassan Salari, CEO (2)	2011	301,980	(5)	347,718	(6)	649,698
Audrey Lew, CFO (7)	2012	36,025	(8)	18,720	(4)	54,745
Audrey Lew, CFO (7)	2011	36,238	(9)	27,540	(6)	63,778

~~The~~(1) ~~following~~See ~~table~~Note ~~sets~~11 ~~forth~~of the ~~fees~~notes ~~for~~to ~~professional audit services and the fees billed for other services rendered by~~ our ~~auditors,~~audited ~~UHY~~consolidated ~~LDMB~~financial ~~Advisors~~statements ~~Inc.,~~included in ~~connection~~this ~~with~~annual ~~the~~report ~~audit of our financial statements~~ for ~~the~~a ~~years~~description ~~ended May 31, 2011 and 2010, reviews~~ of ~~our~~the ~~interim~~assumptions ~~financial~~made ~~statements, services provided~~ in ~~connection~~the ~~with~~valuation ~~our~~of ~~statutory~~option ~~and regulatory filings or engagements, and any other fees billed for services rendered by our auditors during these periods~~awards.

	Year Ended May 31, 2011 ($)		Year Ended May 31, 2010 ($)
Audit fees and audit-related fees		67,000		47,266
Tax fees		-		-
All other fees		4,496		-
Total		71,496		47,266

(2)

Dr. Hassan Salari was appointed as our President, Chief Executive Officer, Secretary, Treasurer and director on September 29, 2008.

In(3) ~~the~~Represents ~~above~~CDN ~~table~~$500,000 ~~“audit~~converted ~~fees”~~to ~~are fees billed by our auditors for services provided in auditing our annual financial statements~~U. ~~“Audit-related~~S. ~~fees”~~dollars ~~are~~at ~~fees~~the ~~not~~average ~~included~~exchange inrate ~~audit~~between ~~fees~~the ~~that~~two ~~are~~currencies ~~billed~~for by the ~~auditors~~fiscal ~~for~~year ~~assurance~~ended ~~and~~May ~~related~~31, ~~services~~2012, ~~that~~with ~~are~~$224,323 ~~reasonably~~in ~~related~~salary paid to ~~the~~Dr. ~~performance~~Salari ofduring the ~~audit~~year ~~review~~and ~~of our financial statements. “Tax fees” are fees billed by~~ the ~~auditors~~remaining ~~for professional services rendered for tax compliance~~$280,692 ~~advice~~in ~~and~~salary ~~planning. “All~~accrued ~~other~~as ~~fees”~~at ~~are fees billed by~~ the ~~auditors~~end ~~for~~of ~~products and services not included in~~ the ~~foregoing categories~~year.

~~Policy~~(4) onRepresents ~~Pre~~stock-~~Approval~~based compensation related to options vesting during the year ended May 31, 2012.

~~Our~~(5) ~~Board~~Represents ofCDN ~~Directors~~$300,000 ~~pre-approves~~converted ~~all~~to ~~services provided by our auditors~~U. ~~All~~S. ofdollars at the ~~above~~average ~~services~~exchange ~~and~~rate ~~fees~~between ~~were~~the ~~reviewed~~two ~~and~~currencies ~~approved~~for by the ~~Board~~fiscal ofyear ~~Directors~~ended ~~either~~May ~~before~~31, ~~or after the respective services were rendered~~2011.

~~The~~(6) ~~Board~~Represents ~~has~~stock-based ~~considered~~compensation ~~the~~related ~~nature~~to ~~and~~options ~~amount~~vesting ofduring ~~fees billed by UHY LDMB Advisors Inc. and believes that~~ the ~~provision~~year ofended ~~services~~May ~~for~~31, ~~activities unrelated to the audit is compatible with maintaining UHY LDMB Advisors Inc~~2011. ~~as our auditors.~~

30(7) Audrey Lew was appointed as our Chief Financial Officer on May 14, 2009.

~~PART~~(8) IVRepresents CDN $36,000 converted to U.S. dollars at the average exchange rate between the two currencies for the fiscal year ended May 31, 2012.

~~ITEM~~(9) 15Represents CDN $36,000 converted to U. ~~EXHIBITS~~S. dollars at the average exchange rate between the two currencies for the fiscal year ended May 31, 2011.

~~The following documents are filed as a part of this annual report.~~34

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, as amended, originally filed on October 6, 2006)
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, as amended, originally filed on October 6, 2006)
3.3	Certificate of Amendment filed with the Secretary of State of Nevada on September 10, 2007 (incorporated by reference from our Form 10-QSB filed on October 15, 2007)
3.4	Certificate of Amendment filed with the Secretary of State of Nevada on September 20, 2007 (incorporated by reference from our Form 10-QSB filed on October 15, 2007)
3.5	Certificate of Change filed with the Secretary of State of Nevada on September 20, 2007 (incorporated by reference from our Form 10-QSB filed on October 15, 2007)
3.6	Certificate of Merger filed with the Secretary of State of Nevada on October 6, 2008 (incorporated by reference from our Form 8-K filed on October 27, 2008)
3.7	Certificate of Designation filed with the Secretary of State of Nevada on June 15, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
3.8	Certificate of Amendment filed with the Secretary of State of Nevada on June 17, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
3.9	Amended and Restated Bylaws dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.1	Share Cancellation Agreement with Blair Law dated October 2, 2007 (incorporated by reference from our Form 10-K filed on September 12, 2008)
10.2	Return to Treasury Agreement dated September 29, 2008 with Blair Law (incorporated by reference from our Form 8-K filed on October 2, 2008)
10.3	Return to Treasury Agreement dated September 29, 2008 with Blair Law Casting Corp. (incorporated by reference from our Form 8-K filed on October 2, 2008)
10.4	Research Agreement with Globe Laboratories Inc. dated March 15, 2009 (incorporated by reference from our Form 10-Q filed on April 14, 2009)
10.5	Form of Securities Purchase Agreement with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.6	Form of Debenture with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.7	Form of Pledge Agreement with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.8	Form of Secured Purchase Note with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.9	Form of Warrant with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.10	Form of Escrow Agreement with St. George Investments LLC (incorporated by reference from our Form 8-K filed on March 25, 2010)
10.11	Purchase Agreement with Lincoln Park Capital Fund LLC (incorporated by reference from our Form 8-K filed on May 28, 2010)
10.12	Registration Rights Agreement with Lincoln Park Capital Fund LLC (incorporated by reference from our Form 8-K filed on May 28, 2010)
10.13	Note and Warrant Purchase Agreement with the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.14	Secured Convertible Promissory Note issued to the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.15	Warrant to Purchase Shares of Common Stock granted to the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.16	Security Agreement with the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.17	Letter of Credit Agreement with the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.18	Escrow Agreement with the Investor and the Escrow Agent dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
10.19	Form of Secured Buyer Note issued by the Investor dated June 16, 2011 (incorporated by reference from our Form 8-K filed on July 8, 2011)
14.1	Code of Ethics (incorporated by reference from our Form 10-K filed on August 4, 2009)
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Audit Committee Charter (incorporated by reference from our Form 10-K filed on August 4, 2009)

Options Grants

*On ~~Filed~~June ~~herewith~~29, 2009, we granted options to acquire 100,000 shares of our common stock to our directors and officers. These options were cancelled on November 12, 2010. On the same day, we reissued options to acquire 260,000 shares of our common stock to our directors and officers. The following table sets forth information relating to the options granted to our principal executive officer and principal financial officer as of May 31, 2012.

Outstanding Equity Awards at Fiscal Year-End
Name	Number of Securities Underlying Unexercised Options Exercisable (1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares That Have Not Vested	Market Value of Shares That Have Not Vested ($) (2)
Dr. Hassan Salari	200,000	1.40	November 12, 2015	56,000	2,520
Audrey Lew	20,000	1.40	November 12, 2015	5,600	252

~~SIGNATURES~~(1) These options vest on the first day of each month at a rate of four percent of the total each calendar month beginning on December 1, 2010.

~~Pursuant to the requirements of Section 13 or 15~~(d2) ofCalculated ~~the~~with ~~Securities~~reference ~~Exchange~~to ~~Act of 1934,~~ the ~~registrant~~$0.045 ~~has~~closing ~~duly~~price ~~caused~~of ~~this~~our ~~report~~common tostock ~~be signed~~ on ~~its~~May ~~behalf by the undersigned~~31, ~~thereunto duly authorized~~2012.

Date: August 24, 2011	GLOBAL HEALTH VENTURES INC.
	By:	/s/ Hassan Salari
		Hassan Salari
		President, Chief Executive Officer, Secretary, Treasurer, Director (Principal Executive Officer)

Compensation of Directors

~~Pursuant~~The tofollowing ~~the~~table ~~requirements~~sets offorth ~~the~~all ~~Securities~~compensation ~~Exchange~~awarded ~~Act~~to, earned ~~of 1934~~by, ~~this~~or ~~report~~paid ~~has been signed below~~ by ~~the~~us ~~following~~to ~~persons on behalf of~~ the ~~registrant~~named ~~and~~directors induring the ~~capacities~~year ~~and~~ended onMay ~~the~~31, ~~dates indicated~~2012.

SIGNATURE	TITLE		DATE
Director Compensation
/s/ Hassan Salari	President, Chief Executive Officer, Secretary, Treasurer, Director (Principal Executive Officer)		August 24, 2011
Name	Option Awards ($) (1)		Total ($)
Hassan Salari
Dr. David Filer	18,720	(2)	18,720
/s/ Audrey Lew	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 24, 2011
Christian Bezy	18,720	(2)	18,720
Audrey Lew
/s/ Dr. David Filer	Director		August 24, 2011
Dr. David Filer
/s/ Christian Bezy	Director		August 24, 2011
Christian Bezy

32(1) See Note 11 of the notes to our audited consolidated financial statements included in this annual report for a description of the assumptions made in the valuation of option awards.

(2)

Represents stock-based compensation related to options vested during the year ended May 31, 2012.

Employment Contracts and Change-in-Control Arrangements

On May 1, 2009, we entered into an employment contract with Dr. Hassan Salari in his capacity as or Chief Executive Officer for a term of 10 years, pursuant to which we were obligated to pay Dr. Salari a base salary of CDN $300,000 per year. If we replaced Dr. Salari as our Chief Executive Officer at any time after the first anniversary of the contract, we were obligated to pay him an amount equal to two years of his base salary and all of the options granted to him would vest immediately. On June 1, 2011, we entered into a new employment contract with Dr. Salari whereby we are obligated to pay him a base salary of CDN $500,000 per year for a period of five years, or until the contract is terminated or replaced. The termination provisions in this new contract are identical to those in the old contract.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans under which we provide pension, retirement or similar benefits to our directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board of Directors from time to time. Other than our employment contract with Dr. Hassan Salari, we have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at May 31, 2012, we had granted options to acquire up to 260,000 shares of our common stock to our directors and officers as described elsewhere in this annual report.

Aggregated Option Exercises

There were no options exercised by any of our officers or directors during the year ended May 31, 2012.

Long-Term Incentive Plan

We do not have a long-term incentive plan in favor of any of our directors, officers, consultants or employees.

Compensation of Directors

We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors may be compensated for their services as determined by our Board of Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. During the year ended May 31, 2012, our directors received stock options for their services as directors and one of our directors, Dr. David Filer, also received $7,500 in consulting fees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We do not have any compensation plans under which our securities are authorized for issuance to either employees or non-employees.

The following table sets forth the ownership, as of August 28, 2012, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of August 28, 2012, there were 18,193,124 shares of our common stock issued and outstanding. All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this annual report.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Common Stock	Dr. Hassan Salari (1) 1517 West 58th Avenue Vancouver, British Columbia Canada V6P 1W6		619,259 (2	)		3.24

Common Stock	Audrey Lew (3) 7229 Stirling Street Vancouver, British Columbia Canada V5P 4H6		16,800 (4	)		(5	)

Common Stock	Dr. David Filer (6) 165 East 32nd Avenue New York, NY 10016		16,800 (4	)		(5	)

Common Stock	Christian Bezy (7) 175 Baie de la Paix Val d’Or (Dubuisson), Quebec Canada J9P 4N7		16,800 (4	)		(5	)

All Officers and Directors as a Group			511,259			3.24

Common Stock	St. George Investments, LLC (8) 303 East Wacker Drive, Suite 1200 Chicago, IL 60601		1,810,119 (9	)		9.99

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Series “A” Preferred Stock	Dr. Hassan Salari (1) 1517 West 58th Avenue Vancouver, British Columbia Canada V6P 1W6	6,800,000	100

All Officers and Directors as a Group		6,800,000	100

(1)

Dr. Hassan Salari is our President, Chief Executive Officer, Secretary, Treasurer and director.

(2)

Includes 451,259 shares of our common stock and vested options to purchase 168,000 shares of our common stock at a price of $1.40 per share until November 12, 2015.

(3)

Audrey Lew is our Chief Financial Officer.

(4)

Represents vested options to purchase 16,800 shares of our common stock at a price of $1.40 per share until November 12, 2015.

(5)

Less than 1%.

(6)

Dr. David Filer is our director.

(7)

Christian Bezy is our director.

(8)

John Fife has sole voting and investment power over the securities owned by St. George Investments, LLC (“St. George”).

(9)

Includes the right to convert a convertible note into, and to exercise warrants to purchase, an aggregate number of shares of our common stock which, except for a contractual 9.99% cap on the number of outstanding shares of our common stock that St. George may own, would exceed the cap. Thus, the number of shares of our common stock beneficially owned by St. George is 1,801,119, which represents 9.99% of the shares that would be outstanding after such exercise and conversion.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. We believe that the beneficial owners of our common stock listed above, based on information furnished to us by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

Securities Authorized for Issuance Under Equity Compensation Plans

Please see the section entitled “Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5.

Changes in Control

We are not aware of any contract or other arrangement the operation of which may at a subsequent date result in a change of our control.

As at May 31, 2012, we included $353,154 (2011 - $271,098) in our accrued liabilities for salaries owed to Dr. Hassan Salari, our President, Chief Executive Officer, Secretary, Treasurer and director.

Filing Compare · Kedem Pharmaceuticals Inc.