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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10- K/A
Amendment No. 1

(Mark One)

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

For the fiscal year ended May 31, 2009

or

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

For the transition period from ______________
to________________

Commission file number 333-137888

GLOBAL HEALTH VENTURES
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1517 West 58thAvenue                                                 |                                     
|Vancouver, British Columbia Canada                                   | V6P 1W6                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.729.5759

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, $0.001 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[ ] No[ 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[ ] No [ 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[ ] No[ x ]

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, 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[ ] No[ ]

(Not currently applicable to the Registrant)

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.  [ x ]

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 [ ] | Accelerated filer [ ]          
|--------------------------- | -------------------------------
|Non-accelerated filer [ ]   | Smaller reporting company [ x ]

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

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of such
  common equity, as of the last business day of the registrants most recently
  completed second fiscal quarter: $12,930,500 based on a price of $0.25 per
  share multiplied by 51,722,000 shares held by non-affiliates. There were no
  trades of the common shares of the issuer on the OTC Bulletin Board until February,
  2009. As a result, aggregate market value has been determined by the issue price
  per share of the last private placement of the Issuer, whereby common shares
  were issued at $0.25 per share in January, 2009.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
62,722,000 shares of common stock as of July 22, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

**EXPLANATORY NOTE**

This Amendment on Form 10-K/A constitutes an  amendment to our annual report on Form 10-K for the fiscal year ended May 31,  2009, which was originally filed with the Securities and Exchange Commission on  August 4, 2009.

This amendment is being filed solely for the purpose  of correcting the shell company status of the company from “Yes” to “No” as our  company ceased to be a shell company as a result of entering into the licensing  agreement with Globe Laboratories Inc. as described herein.

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PART I

Forward-Looking Statements.

This report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the ability of our company to
accelerate the development of products we are developing, our ability to
out-license such products and our ability to raise sufficient funds for such
development, which may cause our or our industrys actual results, levels of
activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking
statements. For a further description of risk factors that may affect our
company, please see Item 1A Risk Factors commencing on page 5 of this
report.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the common shares in our capital stock.

As used in this annual report, the terms we, us and our
mean Global Health Ventures Inc., unless otherwise indicated.

Corporate History

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 an Amendment to our Articles of
Incorporation with the Secretary of State of Nevada to, effective as of
September 10, 2007, decrease our authorized capital from 80,000,000 common
shares to 14,000,000 common shares.

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

On September 29, 2008, Blair Law resigned as our director,
president, secretary, treasurer, chief executive officer and chief financial
officer and Hassan Salari was appointed as our director, president, secretary,
treasurer, chief executive officer and chief financial officer.

Effective 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 shares are quoted on the Over the
Counter Bulletin Board under the symbol GHLV.

On March 15, 2009, we entered into a research contract with
Globe Laboratories Inc., a company controlled by two individuals related to the
president of our company, 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 technologies are put into commercial production, or
the technologies are sold or sublicensed.

On May 14, 2009, Dr. David Filer and Christian Bezy were
appointed to our board of directors. Also on May 14, 2009, Audrey Lew was
appointed as our chief financial officer and Hassan Salari resigned from this
position.

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Current Business

We are a specialty pharmaceutical company developing
proprietary platform technology that delivers drugs via the sublingual (under
the tongue) route. This unique method delivers drugs to the bloodstream quickly
and with minimal drug breakdown in the liver and gastro-intestinal system, a
process that can greatly reduce side effects while also requiring a lower dosage
than conventional oral drugs while generally still producing the same results.
Additionally, 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. Our drug formulations are
specifically designed to deliver drugs to the blood stream rapidly and more
efficiently than traditional drug formulations but with fewer side effects.

We intend to develop our products to the final stage of
marketing. If we need to carry out further clinical trials to support regulatory
filings we will do so in-house. We plan to market the products through direct
consumer sources such as advertisements on the internet, television, radio and
in magazines. We also plan to sign up co-marketing partners, which typically
will be larger specialty pharmaceutical companies and distributors. In the
latter case, we plan to share the revenue on a pre-arranged royalty basis
structure. We anticipate our products and any new product will require
substantial funding. There can be no assurance, however, that we will be able to
acquire the financing necessary to enable us to pursue our plan of operation. If
our company requires additional financing and we are unable to acquire such
funds, our business may fail.

Management of our company believes that there are perceived
benefits to being a reporting company with a class of publicly-traded
securities. These are commonly thought to include: (i) the ability to use
registered securities to acquire assets or businesses; (ii) increased visibility
in the financial community; (iii) the facilitation of borrowing from financial
institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi)
greater ease in subsequently raising capital; (vii) compensation of key
employees through stock options; (viii) enhanced corporate image; and (ix) a
presence in the United States capital market.

Products under Development

We are currently investigating four product candidates for
development: GLV-0901, GLV-0902, GLV-0903 and GLV-0904. Three of the products
(GLV-0901, GLV-0902 and GLV-0903) are sublingual, meaning that they are
administered by placement under the tongue rather than swallowed. Such a method
of delivery allows drugs to reach the bloodstream quickly and with minimal drug
breakdown in the liver and gastro-intestinal system, a process that can greatly
reduce side effects while also requiring a lower dosage than that required of
conventional oral drugs while generally still producing the same results. One
product (GLV-0904) is intended to be administered orally.

GLV-0901 is a new formulation of sildenafil under development.
Sildenafil is currently marketed under the trade name of Viagra® for erectile
dysfunction. Our formulation is a lower dose and specially formulated for sexual
enhancement in people who are not suffering from erectile dysfunction. The
current marketed drug, which is formulated for oral administration, has a number
of side effects and a slow mode of action. GLV-0901 is a new proprietary
formulation which may have fewer side effects and is expected to have a rapid
onset of action.

GLV-0902 is a sublingual formulation of nicotine. Nicotine has
been widely used as a replacement for tobacco by people with smoking addictions.
Current formulations, which are marketed as patches, gums or sprays, have either
a very poor absorption or are inconvenient to use. Our sublingual formulation is
intended to have a rapid onset of action and high absorption efficiency. We
intend for GLV-0902 to be marketed for smoking cessation alongside patches, gums
and sprays.

GLV-0903 is a stress reduction drug. We developed a new
formulation of zopiclone which will be administered sublingually. The current
commercial formulation of this product, which is currently marketed for sleeping
disorders, is administered orally. Our product is a much lower dose and is
designed for relaxation and stress release. It will have a different market and
different audience than the current commercial formulation of this product.

GLV-0904 is an appetite-suppressant product. We designed a new
formulation of orally active catechin which has appetite reducing properties if
taken prior to meals. Our catechin source is natural, from the main components
of tea polyphenols extract. Continuous long-term use of the product is intended
to reduce weight and help to manage weight loss. The oral formulation is
conveniently designed to be consumed by average people for controlling food
intake.

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We are also developing products that can be delivered via the
dermis. Like sublingual delivery, dermal delivery is considered to be more
effective than oral delivery for products targeting the skin or areas underlying
the skin.

Government Regulation

As our products are intended to be used by humans, some will
require regulatory approval. If the products do not fall within the category of
herbal and consumer compounds, then we may be required to carry out quick
clinical trials, most likely under Section 505(b)(2) of the Federal Food, Drug
and Cosmetic Act. We are working with experienced regulatory consultants and
people who are skilled in the field in the development of our products. We have
assembled a list of professionals who can assist in obtaining any required
regulatory approval for any of our products.

Competition

We are competing with other companies for both the acquisition
of prospective healthcare technologies and the financing necessary to develop
same. In seeking out such technologies, we have encountered intense competition
as we compete directly with other development stage companies as well as
established international companies. Our competitors include fully integrated
pharmaceutical companies and biotechnology companies that currently have drug
and target discovery efforts, as well as universities and public and private
research institutions. Many of the organizations competing with us may have
substantially greater capital resources, larger research and development staffs
and facilities, greater experience in product development and in obtaining
regulatory approvals, and greater marketing capabilities than we do.
Accordingly, 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. As a result of this competition, we may become involved
in an acquisition with more risk or obtain financing on less favorable
terms.

Employees

Our company is currently operated by Hassan Salari as our
president, secretary, treasurer and chief executive officer and Audrey Lew as
our chief financial officer. Currently we have three employees. Our company may
hire employees when circumstances warrant, however we do not anticipate hiring
additional employees in the near future.

Intellectual Property

We have licensed a patented technology from Globe Laboratories
Inc. which encompasses our sublingual drug delivery technology. The patent was
filed in 2009 and we have a worldwide exclusive right to the technology.

Research and Development

Our primary research for the foreseeable future will be focused
on the development of our new formulation of drug delivery technology. We need
to continue to improve the drug bioavailability and formulations to maximize
absorption. This requires fine tuning of the compositions in our formulation. We
will need to test various doses of the active drug with different dosages of
formulation ingredients. Drug bioavailability is the key parameter in our
research. We also may develop smaller doses of the drugs for people of differing
weights as, for example, a person with a body mass of 50 kilograms will require
a far lower drug dosage than a person with a body mass of 200 kilograms. During
the course of the next year, we intend to develop various dosage formulations
for the drugs which we are developing.

ITEM 1A. RISK FACTORS

Risks Related to our Business

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward-looking statements.
Such forward-looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

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Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements.

Risks Related To Our Financial Condition and Business Model

The worldwide macroeconomic downturn may reduce the ability
of our company to obtain the financing necessary to continue our business and
may reduce the number of viable businesses that we may wish to acquire.

Since 2008, there has been a downturn in general worldwide
economic conditions due to many factors, including the effects of the subprime
lending and general credit market crises, volatile but generally declining
energy costs, slower economic activity, decreased consumer confidence and
commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these macroeconomic effects, including the resulting recession in various
countries and slowing of the global economy, will likely result in decreased
business opportunities as potential target companies face increased financial
hardship. Tightening credit and liquidity issues will also result in increased
difficulties for our company to raise capital for our continued operations and
to consummate a business opportunity with a viable business.

Our future product development efforts may not yield
marketable products due to results of studies or trials, failure to achieve
regulatory approvals or market acceptance, proprietary rights of others or
manufacturing issues.

Development of a product candidate requires substantial
technical, financial and human resources. Our potential product candidates may
appear to be promising at various stages of development yet fail to reach the
market for a number of reasons, including:

- the lack of adequate quality or sufficient prevention benefit, or
  unacceptable safety during preclinical studies or clinical trials;
- their failure to receive necessary regulatory approvals;
- the existence of proprietary rights of third parties; or
- the inability to develop manufacturing methods that are efficient,
  cost-effective and capable of meeting stringent regulatory standards.

We face competition from several companies with greater
financial, personnel and research and development resources than ours.

Our competitors are developing product candidates which could
compete with those we may develop in the future. Our commercial opportunities
will be reduced or eliminated if our competitors develop and market products for
any of the diseases that we target that:

- are more effective;
- have fewer or less severe adverse side effects;
- are more adaptable to various modes of dosing;
- are easier to store or transport;
- are easier to administer; or
- are less expensive than the product candidates we develop.

Even if we are successful in developing effective products and
obtaining appropriate regulatory approvals necessary for commercializing them,
our products may not compete effectively with other successful product
candidates. Researchers are continually learning more about diseases, which may
lead to new technologies for treatment. Our competitors may succeed in
developing and marketing products that are either more effective than those that
we may develop, alone or with our collaborators, making our products obsolete,
or that are marketed before any product candidates we develop are marketed.

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Our competitors include fully integrated pharmaceutical
companies and biotechnology companies that currently have drug and target
discovery efforts, as well as universities and public and private research
institutions. Many of the organizations competing with us may have substantially
greater capital resources, larger research and development staffs and
facilities, greater experience in product development and in obtaining
regulatory approvals, and greater marketing capabilities than we do.

We may use hazardous materials and chemicals in developing
our products which may require us to comply with regulatory requirements and
expose us to potential liabilities.

Our research and development may involve the controlled use of
hazardous materials and chemicals. We are subject to federal, provincial, local
and foreign laws governing the use, manufacture, storage, handling and disposal
of such materials. We cannot eliminate the risk of accidental contamination or
injury from these materials. In the event of such an accident, we could be held
liable for significant damages or fines. These damages could exceed our
resources and any applicable insurance coverage. In addition, we may be required
to incur significant costs to comply with regulatory requirements in the future.

Delays in successfully completing any clinical trials we may
conduct could jeopardize our ability to obtain regulatory approval or market our
potential product candidates on a timely basis.

Our business prospects may depend on our ability to complete
patient enrolment in clinical trials, to obtain satisfactory results in same, to
obtain required regulatory approvals and to successfully commercialize our
products. Product development to show adequate evidence of effectiveness in
animal models and safety and immune response in humans is a long, expensive and
uncertain process, and delay or failure can occur at any stage of our
non-clinical studies or clinical trials. Any delay or significant adverse
clinical events arising during any of our clinical trials could force us to
abandon a product candidate altogether or to conduct additional clinical trials
in order to obtain approval from the FDA or other regulatory body. These
development efforts and clinical trials are lengthy and expensive, and the
outcome is uncertain. Completion of any clinical trials we may commence,
announcement of results of the trials and our ability to obtain regulatory
approvals could be delayed for a variety of reasons, including:

- lower-than-anticipated recruitment of medical centers to participate in
  clinical trials;
- serious adverse events related to the products;
- unsatisfactory results of any clinical trial; or
- different interpretations of our preclinical and clinical data, which could
  initially lead to inconclusive results.

Our development costs will increase if we have material delays
in any clinical trial or if we need to perform more or larger clinical trials
than planned. If the delays are significant, or if any of our product candidates
do not prove to be safe or effective or do not receive required regulatory
approvals, our financial results and the commercial prospects for our products
will be harmed. Furthermore, our inability to complete our clinical trials in a
timely manner could jeopardize our ability to obtain regulatory approval.

Biopharmaceutical product development is a long, expensive
and uncertain process and the approval requirements for many products are still
evolving. If we are unable to successfully develop and test product candidates
in accordance with such requirements, our business will suffer.

We cannot predict whether we will obtain regulatory approval
for any biological drug product candidates pursuant to regulatory provisions. We
may fail to obtain approval from regulatory authorities, or experience delays in
obtaining such approvals, due to varying interpretations of data or failure to
satisfy current safety, efficacy and quality control requirements. Further, our
business is subject to substantial risk because the current policies of
regulators may change suddenly and unpredictably and in ways that could impair
our ability to obtain regulatory approval of our products. We cannot guarantee
that the regulatory authorities will approve our products on a timely basis or
at all.

We may become subject to product liability claims, which
could result in damages that exceed our insurance coverage.

We face an inherent risk of exposure to product liability suits
in connection with products tested in human clinical trials or sold
commercially. We may become subject to a product liability suit if any product
we develop causes injury, or if individuals subsequently become infected or
otherwise suffer adverse effects from our products. If a product liability claim

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is brought against us, the cost of defending the claim could be
significant and any adverse determination could result in liabilities in excess
of our insurance coverage. We cannot be certain that additional insurance
coverage, if required, could be obtained on acceptable terms, if at all.

We may be subject to claims that our employees or we have
wrongfully used or disclosed alleged trade secrets of their former employers.

As is commonplace in the biotechnology industry, we may employ
individuals who were previously employed at other biotechnology or
pharmaceutical companies, including our competitors or potential competitors.
Although no claims against us are currently pending, we may be subject to claims
that such future employees, or we, have inadvertently or otherwise used or
disclosed trade secrets or other proprietary information of their former
employers. Litigation may be necessary to defend against these claims. Even if
we are successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management.

Before we can seek regulatory approval of any product
candidates, we may need to successfully complete clinical trials, outcomes of
which are uncertain.

Conducting clinical trials is a lengthy, time-consuming, and
expensive process, and the results of these trials are inherently uncertain. The
time required to complete necessary clinical trials is often difficult, if not
impossible, to predict. Our commencement and rate of completion of clinical
trials may be delayed by many factors, including:

- ineffectiveness of our product candidate or perceptions by physicians that
  the product candidate is not safe or effective for a particular indication;
- inability to manufacture sufficient quantities of the product candidate for
  use in clinical trials;
- delay or failure in obtaining approval of our clinical trial protocols from
  regulatory authorities or institutional review boards;
- inability to adequately follow and monitor patients after treatment;
- difficulty in managing multiple clinical sites;
- unforeseen safety issues;
- government or regulatory delays; and
- clinical trial costs that are greater than we currently anticipate.

Even if we achieve positive interim results in clinical trials,
these results do not necessarily predict final results, and positive results in
early trials may not be indicative of success in later trials. A number of
companies in the pharmaceutical industry have suffered significant setbacks in
advanced clinical trials, even after promising results in earlier trials.
Negative or inconclusive results or adverse medical events during a clinical
trial could cause us to repeat or terminate a clinical trial or require us to
conduct additional trials. We do not know whether our existing or any future
clinical trials will demonstrate safety and efficacy sufficiently to result in
marketable products. Our clinical trials may be suspended at any time for a
variety of reasons, including if regulatory authorities or we believe the
patients participating in our trials are exposed to unacceptable health risks or
if a regulator finds deficiencies in the conduct of these trials.

Failures or perceived failures in our clinical trials will
directly delay our product development and regulatory approval process, damage
our business prospects, make it difficult for us to establish collaboration and
partnership relationships, and negatively affect our reputation and competitive
position in the pharmaceutical community.

The commercialization of our product candidates may not be
profitable.

In order for the commercialization of our product candidates to
be profitable, our products must be cost-effective and economical to manufacture
on a commercial scale. Furthermore, if our products do not achieve market
acceptance, we may not be profitable. Subject to regulatory approval, we expect
to incur significant sales, marketing, and manufacturing expenses in connection
with the commercialization of our product candidates. Even if we receive
additional financing, we may not be able to complete planned clinical trials and
the development, manufacturing, and marketing of any or all of our product
candidates. Our future profitability will depend on many factors, including, but
not limited to:

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- the cost and timing of developing a commercial scale manufacturing facility
  or the costs of outsourcing our manufacturing;
- the costs of filing, prosecuting, defending, and enforcing any patent
  claims and other intellectual property rights;
- the costs of establishing sales, marketing, and distribution capabilities;
- the effect of competing technological and market developments; and
- the terms and timing of any collaborative, licensing, and other
  arrangements that we may establish.

Even if we receive regulatory approval for our product
candidates, including regulatory approval of a commercial scale manufacturing
facility, we may not ever receive significant revenues from our product
candidates. To the extent that we are not successful in commercializing our
product candidates, our product revenues will suffer, we will incur significant
additional losses and the price of our common stock will be negatively affected.

We will require additional capital in order to pursue our
plan of operation. If we are not able to obtain further financing, our business
operations may fail.

We had cash in the amount of $332,716 and working capital of
$274,258 as of May 31, 2009. Although we believe that we have funds sufficient
to meet our immediate needs, we anticipate that we may require additional
financing in order to pursue our plan of operation. We will likely secure any
additional financing necessary through a private placement of our common shares.
If additional funds are raised by issuing equity securities, further dilution to
existing or future shareholders is likely to result. There can be no assurance
that, if required, any such financing will be available upon terms and
conditions acceptable to us, if at all. If adequate funds are not available on
acceptable terms when needed, we may be required to delay, scale back or
eliminate the development of our business. Our inability to obtain additional
financing in a sufficient amount when needed and upon terms and conditions
acceptable to us could have a materially adverse effect upon our company.

We have a history of losses and no revenues, which raises
substantial doubt about our ability to continue as a going concern.

From incorporation to May 31, 2009, we have incurred aggregate
net losses of $308,641 from operations. We can offer no assurance that we will
ever operate profitably or that we will generate positive cash flow in the
future. In addition, our operating results in the future may be subject to
significant fluctuations due to many factors not within our control, such as the
unpredictability of technology development, the demand for our products, the
level of competition and general economic conditions.

Our company's operations will be subject to all risks inherent
in the establishment of a developing enterprise and the uncertainties arising
from the absence of any significant operating history. No assurance can be given
that we will be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our
development, our securities must be considered highly speculative. We have not
realized a profit from our operations to date and there is little likelihood
that we will realize any profits in the short or medium term. Any profitability
in the future from our business will be dependent upon the successful
development of our technology into commercial products, which is itself subject
to numerous risk factors described herein.

We expect to continue to incur development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flows
until our products gain market acceptance sufficient to generate a commercially
viable sustainable level of sales, and/or additional products are developed and
commercially released and sales of such products enable us to operate in a
profitable manner.

A decline in the price of our common shares could affect our
ability to raise further working capital and adversely impact our
operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been primarily
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our continued

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operations. Any reduction in our ability to raise equity
capital in the future would force us to reallocate funds from other planned uses
and would have a significant negative effect on our business plans and
operations, including our ability to develop new products and continue our
current operations. If our stock price declines, we may not be able to raise
additional capital or generate funds from operations sufficient to meet our
obligations.

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We have a limited operating history on which to base an
evaluation of our business and prospects. Our prospects must be considered in
light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to establish a new business. Some of these
risks and uncertainties relate to our ability to identify, secure and complete
the acquisition of a suitable healthcare technologies. We cannot be sure that we
will be successful in addressing these risks and uncertainties and our failure
to do so could have a materially adverse effect on our financial condition.

It is unlikely that we will generate any or significant
revenues while we establish and develop our business. This may result in our
company incurring a net operating loss which will increase continuously until we
develop products that can generate revenues that result in a net profit to us.
Our short and long-term prospects depend upon our ability to select and secure
suitable healthcare technologies to develop. In order for us to make a profit,
we will need to successfully develop acquired healthcare technologies into
commercial products and generate revenues from such products in an amount
sufficient to cover any and all future costs and expenses in connection with the
development of such products. Even if we become profitable, we may not sustain
or increase our profits on a quarterly or annual basis in the future.

Risks Associated with Our Common Stock

Trading of our stock may be restricted by the Securities and
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholders ability
to buy and sell our stock.

In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for

- 10 -

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broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in our stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

|ITEM 2. PROPERTIES.
|-------------------

Executive Offices

Our principal office is located at 1517 West 58th Avenue,
Vancouver, British Columbia, V6P 1W6 Canada and is currently donated by our
president. While we have never paid nor been charged rent for the use of these
premises, our financial statements recognized a total of $1,750 for donated
rent, at the rate of $250 per month, for the year ended May 31, 2009. We believe
our current premises are adequate for our current operations and we do not
anticipate that we will require any additional premises in the foreseeable
future. When and if we require additional space, we intend to move to new
premises.

|ITEM 3. LEGAL PROCEEDINGS.
|--------------------------

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder
of more than five percent of our common shares, is an adverse party or has a
material interest adverse to our interest.

|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------------------------------------------------------------------

None.

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PART II

|ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY,
      RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES.
|---------------------------------------------------------------------------------------------------------------------------------

Market for Securities

Our shares of common stock were initially approved for
quotation on the OTC Bulletin Board under the symbol ACSU.OB. Effective
September 20, 2007, our trading symbol changed from ACSU.OB to GTWV.OB in
connection with our change of name from Acting Scout Inc. to Goldtown
Investments Corp.. Effective, October 24, 2008, our trading symbol changed from
GTWV.OB to GHLV.OB, in connection with a change of name from Goldtown
Investments Corp. to Global Health Ventures Inc.. The high and low bid
information for our common shares for each full financial quarter on the OTC
Bulletin Board for the two most recent full fiscal years were as follows:

OTC Bulletin BoardQuarter Ended
    High (U.S.$)
    Low (U.S.$)August 30, 2007
    No tradesNovember 30, 2007
    No tradesFebruary 29, 2008
    No tradesMay 31, 2008
    No tradesAugust 30, 2008
    No tradesNovember 30, 2008
    No tradesFebruary 28, 2009
    $1.01
    $0.00May 31, 2009
    $1.65
    $1.01


We do not have any common stock subject to outstanding options.
We have 2,000,000 warrants outstanding that are exercisable into shares of
common stock of our company at a price of $0.40 per share until January 20,
2011.

Holders of our Common Stock

As of July 22, 2009, there were 69 holders of record of our
common stock. As of such date, 62,722,000 common shares of our company were
issued and outstanding.

Island Stock Transfer is the registrar and transfer agent for
our common shares. Their address is 100 2nd Avenue, South, Suite 705 S, St.
Petersburg, FL 33701 (telephone number: 727.289.0010) .

Dividend Policy

We have not declared or paid any cash dividends since
inception. Although there are no restrictions that limit our ability to pay
dividends on our common shares, 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 in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities

Other 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 the fiscal year ended May
31, 2009.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended May 31, 2009.

- 12 -

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|ITEM 6. SELECTED FINANCIAL DATA.
|--------------------------------

Not Applicable.

|ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATION
|--------------------------------------------------------------------------------------------------

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.

Our audited financial statements are stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles.

Results of Operations for the Fiscal Years ended May 31,
2009 and May 31, 2008

We have not generated any revenues from inception to May 31,
2009. 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 into 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 operation, and we can
provide no assurance to investors that we will generate any operating revenues
or achieve profitable operations.

During the year ended May 31, 2009, our operating expenses
totaled $173,259 compared to $65,168 for the year ended May 31, 2008. From April
25, 2006 to May 31, 2009, our total operating expenses were $308,641, including
$141,421 in professional fees, $83,294 in general and administrative expenses,
$48,893 in salaries and $905 in interest expense. We reported a loss from
operations of $173,259 for the year ended May 31, 2009, compared to a loss from
operations of $65,168 for the year ended May 31, 2008.

Our general and administrative expenses consist of bank
charges, travel, office maintenance, communication expenses (cellular, internet,
fax, and telephone), courier, postage costs, and office supplies. General and
administrative expenses increased from $16,757 for the year ended May 31, 2008
to $28,549 for the year ended May 31, 2009. The increase in general and
administrative expenses was primarily attributable to an increase in legal and
accounting professional fees. As we work at transforming from a shell company to
an operating entity, a considerable amount of legal and accounting work has been
required. As such, an increase in administration costs has occurred.

Professional fees increased by $13,630 to $61,542 for the year
ended May 31, 2009 from $47,912 for the same period in 2008. This increase in
professional fees was primarily attributable to an increase in legal and
accounting fees.

Cash Flow Used in Operating Activities

Operating activities used cash of $79,180 for the year ended
May 31, 2009, compared to using cash of $31,799 for the year ended May 31, 2008.
The increase in cash used during the year ended May 31, 2009 was primarily
attributable to legal and accounting fees.

Cash Flow Provided by Financing Activities

Financing activities provided cash of $412,448 for the year
ended May 31, 2009 compared to providing cash of $18,464 for the year ended May
31, 2008. The increase in financing activities was primarily due to completion
of private placement of 1,540,000 units at $0.25 per unit for gross proceeds of
$385,000 on January 20, 2009.

- 13 -

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Liquidity and Capital Resources

We had cash of $332,716 and current liabilities of $72,350 as
of May 31, 2009. We had working capital of $276,258 as of May 31, 2009.

To date, we have had 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. We anticipate that we will have negative cash flows during the next
twelve month period ended May 31, 2010.

On January 2, 2009, we agreed to settle an outstanding amount
of $115,000 owed to our president through the issuance to the president of
460,000 units at a price of $0.25 per unit. Each unit consisted of one common
share and one common share purchase warrant exercisable to acquire an additional
common share at an exercise price of $0.40 per share until January 20, 2011. We
issued the 460,000 units to our president on January 20, 2009.

Also on January 20, 2009, we completed a private placement of
1,540,000 units of our company at a price of $0.25 per unit for gross proceeds
of $385,000. Each unit consisted of one common share and one common share
purchase warrant exercisable to acquire an additional common share at an
exercise price of $0.40 per share until January 20, 2011.

We incurred a net loss of $173,259 for the year ended May 31,
2009. As indicated below, our estimated working capital requirements and
projected operating expenses for the next twelve month period total
$1,300,000. As such, we do not currently have sufficient cash to meet our
operating expenses for the next twelve month period. We may attempt 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 funds required
for our continued operation. If we are not able to obtain the additional
financing on a timely basis, we will not be able to meet our other 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. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

We expect to require a total of approximately $1,300,000, as
set out below, to carry out our business plan over the twelve months beginning
in June 2009. Our expenditures for the next twelve months include:

Description
    
    CostEquipment
    $
    250,000Leasehold Improvement/rent
    $
    200,000Research
    $
    200,000Packaging
    $
    100,000Wages
    $
    300,000Professional Fees
    $
    100,000Travel
    $
    50,000Administration
    $
    50,000Overhead
    $
    50,000Total
    $
    1,300,000


We do not anticipate generating positive internal operating
cash flow until we can generate substantial revenues from the commercial
production of our products. There is no assurance that we will achieve
profitable operations in the future. We have historically financed our
operations primarily by 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.

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
currently do not have any arrangements in place for the completion of any
further private placement financings and there is no assurance

- 14 -

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that we will be successful in completing any further private
placement financings. If we are unsuccessful in raising sufficient funds through
future capital raising efforts, we may review other financing options.

We have generated no revenues and incurred significant
operating losses from operations. Since we anticipate we will expand operational
activities in the future, we may continue to experience net negative cash flows
from operations and will be required to obtain additional financing to fund
operations through equity securities offerings 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. We have limited capital
with which to pursue our business plan. There can be no assurance that our
future operations will be significant and profitable or that we will have
sufficient resources to meet our objectives.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming such loans would be
available, will increase our liabilities and future cash commitments.

Product Research and Development

During the year ended May 31, 2010, we intend to work on the
formulation of our drugs. The rate of blood absorption will be investigated.
Further, we intend to evaluate the dose ratio between active chemicals and other
ingredients. We want to improve the drug bioavailability and maximize
absorption. We also intend to set out a formula for drug to body mass ratio.
Research will also be conducted on other ingredients which can be used for
enhancement of skin penetration.

Purchase of Significant Equipment

During the year ended May 31, 2010, we intend to purchase a
tablet maker which will produce at least 100 tablets a minute. This tablet maker
will cost approximately $50,000. We also intend to purchase an automated tablet
packager. The automated tablet packager will automatically drop a certain number
of tablets into each bottle. The bottles then go for sealing, capping and
labeling. Once the sealing, capping and labeling are completed, the automated
tablet packager will produce a complete packed bottle. The cost of this fully
automated equipment is approximately $200,000.

Off-Balance Sheet Arrangements

As of May 31, 2009, our company had no off-balance sheet
arrangements, including outstanding derivative financial statements, off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts.
Our company does not engage in trading activities involving non-exchange traded
contracts.

Employees

Our company is currently operated by Hassan Salari as our
president, secretary, treasurer and chief executive officer and Audrey Lew as
our chief financial officer. Currently we have three employees. Our company may
hire employees when circumstances warrant, however we do not anticipate hiring
additional employees in the near future. We presently conduct our business
through agreements with consultants and arms-length third parties.

Going Concern

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 year ended May 31, 2009, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern.

- 15 -

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Application of Critical Accounting Policies

Use of Estimates

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. Our company regularly evaluates
estimates and assumptions related to deferred income tax asset valuation
allowance. Our company bases its estimates and assumptions on current facts,
historical experience and various other factors that we believe 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 our company may differ materially and adversely from our
estimates. To the extent there are material differences between the estimates
and the actual results, future results of operations will be affected.

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

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, 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.

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.

Website Development Costs

We capitalize website development costs in accordance with the
American Institute of Certified Public Accountants (AICPA) Statement of
Position (SOP) No. 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use and Emerging Issues Task Force
(EITF) No. 00-2, Accounting for Website Development Costs, whereby
costs related to the preliminary project stage of development are expensed and
costs related to the application development stage are capitalized. Any
additional costs for upgrades and enhancements which result in additional
functionality will be capitalized. Capitalized costs will be amortized based on
their estimated useful life over three years. Internal costs related to the
development of website content are charged to operations as incurred.

Research and Development Costs

Research costs are expensed in the period incurred. Development
costs are 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, 2009 and 2008.
Scientific Research and Experimental Development (SR&ED) tax credits are
recorded on a cash basis due to the uncertainty surrounding final approval for
the SR&ED tax credit application. Tax credits received are recorded as a
reduction in research and development costs incurred in the year. During the
year, no SR&ED amounts were received and offset against research and
development costs.

- 16 -

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Foreign Currency Translation

Our companys functional currency is the Canadian dollar with
the reported amounts being stated in the United States dollar. In accordance
with the Statement of Financial Accounting Standards (SFAS) No. 52, Foreign
Currency Translation, 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.

Stock-based Compensation

In accordance with SFAS 123R, Share Based Payments, we
account for share-based payments using the fair value method. Our company has
not issued any stock options or share based payments since its inception. Common
shares 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.

Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts
 An interpretation of FASB Statement No. 60.SFAS 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation. It also clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement to be
used to account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprises risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy
  of Generally Accepted Accounting Principles.SFAS 162 identifies the
  sources of accounting principles and the framework for selecting the principles
  to be used in the preparation of financial statements of nongovernmental entities
  that are presented in conformity with generally accepted accounting principles
  in the United States. It is effective 60 days following the SECs approval
  of the Public Company Accounting Oversight Board amendments to AU Section 411,
  The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
  Principles. The adoption of this statement is not expected to have a material
  effect on our companys financial statements.

In March 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities  an amendment to FASB Statement No. 133. SFAS No. 161
is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

In December 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 141R, Business Combinations. This statement
replaces SFAS 141 and defines the acquirer in a business combination as the
entity that obtains control of one or more businesses in a business combination
and establishes the acquisition date as the date that the acquirer achieves
control. SFAS 141R requires an acquirer to recognize the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date. SFAS 141R also
requires the acquirer to recognize contingent consideration at the acquisition
date, measured at its fair value at that date. This statement is effective for
fiscal years, and interim

- 17 -

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periods within those fiscal years, beginning on or after
December 15, 2008. Earlier adoption is prohibited. The adoption of this
statement is not expected to have a material effect on our company's financial
statements.

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements Liabilities
an Amendment of ARB No. 51. This statement amends ARB 51 to establish
accounting and reporting standards for the Noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Earlier adoption is prohibited. The
adoption of this statement is not expected to have a material effect on our
company's financial statements.

|ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK.
|--------------------------------------------------------------------------

Not applicable.

- 18 -

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|ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|----------------------------------------------------

GLOBAL HEALTH VENTURES INC. 
  (a development stage company) 
  FINANCIAL STATEMENTS(EXPRESSED IN U.S. DOLLARS)

MAY 31, 2009

- 19 -

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|Global Health Ventures Inc.          
|-------------------------------------
|(formerly Goldtown Investments Corp.)
|(A Development Stage Company)        
|May 31, 2009                         

|                                                              | 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  

- 20 -

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Stockholders and Board of Directors of: Global
Health Ventures Inc.(formerly Goldtown Investments Corp.)

We have audited the accompanying consolidated balance sheet of
Global Health Ventures Inc. (a Development Stage Company) as at May 31, 2009 and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
financial statements of Global Health Ventures Inc. (formerly Goldtown
Investments Corp.) as of May 31, 2008, were audited by other auditors whose
report dated September 10, 2008, expressed an unqualified opinion on those
statements.

We conducted our audit in accordance with the standards of the
Public Company Accounting 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
Global Health Ventures, Inc. (a Development Stage Company) as at May 31, 2009
and the results of its operations and cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the Company has
limited capital and has suffered losses from operations and negative cash flows
from operations that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ UHY LDMB Advisors Inc.

Chartered Accountants Surrey, British Columbia, Canada

July 20, 2009

F-1

---

|Global Health Ventures Inc.          
|-------------------------------------
|(formerly Goldtown Investments Corp.)
|(A Development Stage Company)        
|Consolidated Balance Sheets          
|(Expressed in US Dollars)            

|                                                                                  |  | May 31,    |   |  | May 31,  |  
|--------------------------------------------------------------------------------- |  | ---------- | - |  | -------- | -
|                                                                                  |  | 2009       |   |  | 2008     |  
|                                                                                  |  | $          |   |  | $        |  
|ASSETS                                                                            |  |            |   |  |          |  
|Current Assets                                                                    |  |            |   |  |          |  
|Cash and cash equivalents                                                         |  | 332,716    |   |  | 5,726    |  
|Prepaid
      expenses                                                            |  | 15,892     |   |  | -        |  
|                                                                                  |  | 348,608    |   |  | 5,726    |  
|Property, Plant and Equipment                                                     |  |            |   |  |          |  
|Laboratory equipment                                                              |  | 3,769      |   |  | -        |  
|Accumulated
      depreciation                                                    |  | (377       | ) |  | -        |  
|                                                                                  |  | 3,392      |   |  | -        |  
|Intangible Assets                                                                 |  |            |   |  |          |  
|Website development costs                                                         |  | 2,509      |   |  | -        |  
|Accumulated
      amortization                                                    |  | (418       | ) |  | -        |  
|                                                                                  |  | 2,091      |   |  | -        |  
|Total Assets                                                                      |  | 354,091    |   |  | 5,726    |  
|                                                                                  |  |            |   |  |          |  
|                                                                                  |  |            |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                              |  |            |   |  |          |  
|Current Liabilities                                                               |  |            |   |  |          |  
|Accounts payable                                                                  |  | 3,788      |   |  | 5,220    |  
|Accrued liabilities (Note 3)                                                      |  | 67,063     |   |  | 3,337    |  
|Due to related party (Notes 4(a)
      (b) and (e))                               |  | 1,499      |   |  | 85,194   |  
|Current
      portion of loan payable (Note 5)                                    |  | -          |   |  | 1,751    |  
|                                                                                  |  | 72,350     |   |  | 95,502   |  
|Loan payable (Note
      5)                                                       |  | -          |   |  | 3,106    |  
|                                                                                  |  | 72,350     |   |  | 98,608   |  
|Commitments (Note 4 (f))                                                          |  |            |   |  |          |  
|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                    |  |            |   |  |          |  
|62,722,000 shares issued and outstanding (May
      31, 2008  60,522,000 shares) |  | 6,272      |   |  | 6,052    |  
|Additional Paid-In Capital                                                        |  | 567,478    |   |  | 17,698   |  
|Donated Capital (Note 4(c) and Note 6(b))                                         |  | 2,474,000  |   |  | 18,750   |  
|Accumulated other comprehensive income                                            |  | 41,632     |   |  | -        |  
|                                                                                  |  |            |   |  |          |  
|Deficit accumulated
      during the development stage                            |  | (2,807,641 | ) |  | (135,382 | )
|                                                                                  |  | 281,741    |   |  | (92,882  | )
|Total Liabilities
      and Stockholders Equity                                  |  | 354,091    |   |  | 5,726    |  

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

F-2

---

|Global Health Ventures Inc.          
|-------------------------------------
|(formerly Goldtown Investments Corp.)
|(A Development Stage Company)        
|Consolidated Statements of Operations
|(Expressed in US Dollars)            

|                                              |  |              |   |  |              |   |  |              |   |  | Accumulated         |  
|--------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                              |  |              |   |  |              |   |  |              |   |  | from April 25, 2006 |  
|                                              |  | Year Ended   |   |  | Year Ended   |   |  | Year Ended   |   |  | (Date of inception) |  
|                                              |  | May 31, 2009 |   |  | May 31, 2008 |   |  | May 31, 2007 |   |  | to May 31, 2009     |  
|                                              |  | $            |   |  | $            |   |  | $            |   |  | $                   |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Revenue                                       |  |             |   |  |             |   |  |             |   |  |                    |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Expenses                                      |  |              |   |  |              |   |  |              |   |  |                     |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Amortization                                  |  | 418          |   |  |             |   |  |             |   |  | 418                 |  
|Depreciation                                  |  | 377          |   |  |             |   |  |             |   |  | 377                 |  
|General and administrative (Note
      4(c))  |  | 28,549       |   |  | 16,757       |   |  | 32,539       |   |  | 83,294              |  
|Interest expense                              |  | 147          |   |  | 499          |   |  | 259          |   |  | 905                 |  
|Professional fees                             |  | 61,542       |   |  | 47,912       |   |  | 28,376       |   |  | 141,421             |  
|Research and development
      (Note 4(f))    |  | 33,333       |   |  |             |   |  |             |   |  | 33,333              |  
|Salaries and wages                            |  | 48,893       |   |  |             |   |  |             |   |  | 48,893              |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Total Expenses                                |  | 173,259      |   |  | 65,168       |   |  | 61,174       |   |  | 308,641             |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Net Loss                                      |  | (173,259     | ) |  | (65,168      | ) |  | (61,174      | ) |  | (308,641            | )
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Other Comprehensive Income                    |  |              |   |  |              |   |  |              |   |  |                     |  
|Foreign currency translation
      adjustment |  | 41,632       |   |  |             |   |  |             |   |  | 41,632              |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Comprehensive Loss                            |  | (131,627     | ) |  | (65,168      | ) |  | (61,174      | ) |  | (267,009            | )
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Net Loss Per Share  Basic and Diluted        |  |             |   |  |             |   |  |             |   |  |                     |  
|                                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Weighted Average Shares Outstanding           |  | 58,358,000   |   |  | 92,301,000   |   |  | 142,310,000  |   |  |                     |  

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

F-3

---

|Global Health Ventures Inc.          
|-------------------------------------
|(formerly Goldtown Investments Corp.)
|(A Development Stage Company)        
|Consolidated Statements of Cash Flows
|(Expressed in US Dollars)            

|                                                  |  |              |   |  |              |   |  |              |   |  | Accumulated         |  
|------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | - |  | ------------------- | -
|                                                  |  |              |   |  |              |   |  |              |   |  | from April 25, 2006 |  
|                                                  |  | Year Ended   |   |  | Year Ended   |   |  | Year Ended   |   |  | (Date of inception) |  
|                                                  |  | May 31, 2009 |   |  | May 31, 2008 |   |  | May 31, 2007 |   |  | to May 31, 2009     |  
|                                                  |  | $            |   |  | $            |   |  | $            |   |  | $                   |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Operating Activities                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Comprehensive loss                                |  | (131,627     | ) |  | (65,168      | ) |  | (61,174      | ) |  | (267,009            | )
|Adjustment to reconcile net loss to net cash      |  |              |   |  |              |   |  |              |   |  |                     |  
|used in operating activities:                     |  |              |   |  |              |   |  |              |   |  |                     |  
|Donated services                                  |  | 5,250        |   |  | 9,000        |   |  | 9,000        |   |  | 24,000              |  
|Amortization                                      |  | 418          |   |  | -            |   |  | -            |   |  | 418                 |  
|Depreciation                                      |  | 377          |   |  | -            |   |  | -            |   |  | 377                 |  
|Change in operating assets and
      liabilities: |  |              |   |  |              |   |  |              |   |  |                     |  
|Prepaid expenses                                  |  | (15,892      | ) |  | -            |   |  | -            |   |  | (15,892             | )
|Accounts payable
      and accrued liabilities    |  | 62,294       |   |  | (5,115       | ) |  | 13,672       |   |  | 70,851              |  
|Due to related party                              |  | -            |   |  | 29,484       |   |  | -            |   |  | 33,385              |  
|Net Cash Used In Operating Activities             |  | (79,180      | ) |  | (31,799      | ) |  | (38,502      | ) |  | (153,870            | )
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Investing Activities                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Purchase of equipment                             |  | (3,769       | ) |  | -            |   |  | -            |   |  | (3,769              | )
|Website development costs                         |  | (2,509       | ) |  | -            |   |  | -            |   |  | (2,509              | )
|Net Cash Used in Investing
      Activities       |  | (6,278       | ) |  | -            |   |  | -            |   |  | (6,278              | )
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Financing Activities                              |  |              |   |  |              |   |  |              |   |  |                     |  
|Payment of share
      offering costs             |  | -            |   |  | -            |   |  | (28,400      | ) |  | (28,400             | )
|Advances from a related party                     |  | 34,417       |   |  | 85,757       |   |  | 12,077       |   |  | 165,261             |  
|Repayments to a
      related party               |  | (2,112       | ) |  | (66,000      | ) |  | (13,035      | ) |  | (81,147             | )
|Proceeds from issuance of common
      stock      |  | 385,000      |   |  | -            |   |  | 51,150       |   |  | 437,150             |  
|Proceeds from loan
      payable                  |  | -            |   |  | -            |   |  | 6,234        |   |  | 6,234               |  
|Repayments of loan payable                        |  | (4,857       | ) |  | (1,293       | ) |  | (555         | ) |  | (6,705              | )
|Net Cash Provided by Financing Activities         |  | 412,448      |   |  | 18,464       |   |  | 27,471       |   |  | 492,393             |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Effect of exchange rate changes on cash           |  | -            |   |  | 122          |   |  | 349          |   |  | 471                 |  
|Increase (decrease) in Cash                       |  | 326,990      |   |  | (13,213      | ) |  | (10,682      | ) |  | 332,716             |  
|Cash  Beginning of Period                        |  | 5,726        |   |  | 18,939       |   |  | 29,621       |   |  | -                   |  
|Cash - End of Period                              |  | 332,716      |   |  | 5,726        |   |  | 18,939       |   |  | 332,716             |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Supplemental Disclosures                          |  |              |   |  |              |   |  |              |   |  |                     |  
|Interest paid                                     |  | 184          |   |  | 499          |   |  | 219          |   |  | 718                 |  
|Income taxes paid                                 |  |             |   |  |             |   |  |             |   |  |                    |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|                                                  |  |              |   |  |              |   |  |              |   |  |                     |  
|Non-cash Financing Transactions                   |  |              |   |  |              |   |  |              |   |  |                     |  
|Shares issued in settlement of
      advances     |  |              |   |  |              |   |  |              |   |  |                     |  
|from
      related party (Note 4)                 |  | 116,000      |   |  |             |   |  |             |   |  | 116,000             |  

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

F-4

---

|Global Health Ventures Inc.                                                 
|----------------------------------------------------------------------------
|(formerly Goldtown Investments Corp.)                                       
|(A Development Stage Company)                                               
|Consolidated Statement of Stockholders Deficit                             
|For the Period from April 25, 2006 (Date of Inception) to May
      31, 2009
|(Expressed in US Dollars)                                                   

|                                     |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  | Deficit     |   |  |          |  
|------------------------------------ |  | ------------ | - |  | ---------- | - |  | ---------- | - |  | --------- |  |  | ------------- |  |  | ----------- | - |  | -------- | -
|                                     |  |              |   |  |            |   |  |            |   |  |           |  |  | Accumulated   |  |  | Accumulated |   |  |          |  
|                                     |  | Common Stock |   |  | Additional |   |  |            |   |  | Other     |  |  | During the    |  |  |             |  
|                                     |  |              |   |  |            |   |  | Paid-In    |   |  | Donated   |  |  | Comprehensive |  |  | Development |   |  |          |  
|                                     |  | Shares       |   |  | Amount     |   |  | Capital    |   |  | Capital   |  |  | Income        |  |  | Stage       |   |  | Total    |  
|                                     |  | #            |   |  | $          |   |  | $          |   |  | $         |  |  | $             |  |  | $           |   |  | $        |  
|                                     |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|Balance  April 25, 2006 (Date of    |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|inception)                           |  |             |   |  |           |   |  |           |   |  |          |  |  |              |  |  |            |   |  |         |  
|April 26, 2006  common shares       |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|issued for cash at $0.0001 per share |  | 140,000,000  |   |  | 14,000     |   |  | (13,000    | ) |  |          |  |  |              |  |  |            |   |  | 1,000    |  
|Donated services and rent            |  |             |   |  |           |   |  |           |   |  | 750       |  |  |              |  |  |            |   |  | 750      |  
|Net loss for the period              |  |             |   |  |           |   |  |           |   |  |          |  |  |              |  |  | (9,040      | ) |  | (9,040   | )
|Balance  May 31, 2006               |  | 140,000,000  |   |  | 14,000     |   |  | (13,000    | ) |  | 750       |  |  |              |  |  | (9,040      | ) |  | (7,290   | )
|April 2, 2007  common shares        |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|issued for cash at $0.0036 per share |  | 14,322,000   |   |  | 1,432      |   |  | 49,718     |   |  |          |  |  |              |  |  |            |   |  | 51,150   |  
|Share issuance costs                 |  |              |   |  |            |   |  | (28,400    | ) |  |           |  |  |              |  |  |             |   |  | (28,400  | )
|Donated services and rent            |  |             |   |  |           |   |  |           |   |  | 9,000     |  |  |              |  |  |            |   |  | 9,000    |  
|Net loss for the year                |  |             |   |  |           |   |  |           |   |  |          |  |  |              |  |  | (61,174     | ) |  | (61,174  | )
|Balance  May 31, 2007               |  | 154,322,000  |   |  | 15,432     |   |  | 8,318      |   |  | 9,750     |  |  |               |  |  | (70,214     | ) |  | (36,714  | )
|Cancellation of shares               |  | (93,800,000  | ) |  | (9,380     | ) |  | 9,380      |   |  |          |  |  |              |  |  |            |   |  |         |  
|Donated services and rent            |  |             |   |  |           |   |  |           |   |  | 9,000     |  |  |              |  |  |            |   |  | 9,000    |  
|Net loss for the year                |  |             |   |  |           |   |  |           |   |  |          |  |  |              |  |  | (65,168     | ) |  | (65,168  | )
|Balance  May 31, 2008               |  | 60,522,000   |   |  | 6,052      |   |  | 17,698     |   |  | 18,750    |  |  |              |  |  | (135,382    | ) |  | (92,882  | )
|Donated services and rent (Note      |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|4(c))                                |  |             |   |  |           |   |  |           |   |  | 5,250     |  |  |              |  |  |            |   |  | 5,250    |  
|Jan 20, 2009  common shares         |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|issued at $0.0001 per share in loan  |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|settlement (Note 6 (b))              |  | 10,000,000   |   |  | 1,000      |   |  | 2,499,000  |   |  |          |  |  |              |  |  | (2,499,000  | ) |  | 1,000    |  
|Oct 1, 2008  common shares          |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|returned to treasury (Note 6 (a))    |  | (9,800,000   | ) |  | (980       | ) |  | (2,449,020 | ) |  | 2,450,000 |  |  |              |  |  |            |   |  |         |  
|Jan 20, 2009  common shares         |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|issued at $0.25 per share in loan    |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  |             |   |  |          |  
|settlement (Note 6 (c))              |  | 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 period              |  |              |   |  |            |   |  |            |   |  |           |  |  |               |  |  | (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  |  

(See Note 6 for return and issuance of
  common shares)

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

F-5

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Global Health Ventures Inc. (the Company) 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. The Company is located in British Columbia,
      Canada. The Company is a healthcare technology financial institution 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 by Statement of Financial Accounting
      Standard (SFAS) No.7 Accounting and Reporting for Enterprises in the
      Development Stage.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated 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. The Company 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 immediate or foreseeable
      future. 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, 2009, the Company has never generated any
      significant revenue and has accumulated losses of $2,807,641 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 Companys common shares trade on the Over The Counter
      Bulletin Board (OTCBB) under the symbol GHLV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-6

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | d)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           

| | Laboratory equipment | 20% diminishing balance
| | -------------------- | -----------------------

| |    | In the year of acquisition, these rates are reduced by
      one-half.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | h) | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets,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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | i) | Website Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company capitalizes website development costs in
      accordance with the American Institute of Certified Public Accountants
      (AICPA) Statement of Position (SOP) No. 98-1, Accounting for the
      Costs of Computer Software Developed or Obtained for Internal Use and
      Emerging Issues Task Force (EITF) No. 00-2, Accounting for Website
      Development Costs, whereby costs related to the preliminary project
      stage of development are expensed and costs related to the application
      development stage are capitalized. Any additional costs for upgrades and
      enhancements which result in additional functionality will be capitalized.
      Capitalized costs will be amortized based on their estimated useful life
      over three years. Internal costs related to the development of website
      content are charged to operations as incurred.                                                                                             

F-7

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           

F-8

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-9

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

|3. | Accrued Liabilities
|-- | -------------------

| |                          |  | May 31, |  |  | May 31, | 
| | ------------------------ |  | ------- |  |  | ------- | 
| |                          |  | 2009    |  |  | 2008    | 
| |                          |  | $       |  |  | $       | 
| | Accrued interest         |  | -       |  |  | 37      | 
| | Professional fees        |  | 10,830  |  |  | 3,300   | 
| | Research and development |  | 33,333  |  |  | -       | 
| | Salaries                 |  | 22,900  |  |  | -       | 
| |                          |  | 67,063  |  |  | 3,337   | 

|4. | Related Party Transactions
|-- | --------------------------

| | a) | During the twelve month period
        ended May 31, 2009, the former President advanced $5,374 (2008 - $85,757)
        to the Company, was repaid $2,112 (2008 - $13,035) by the Company and
        incurred $Nil (2008 - $29,484) of expenses on behalf of the Company. On
        November 30, 2008, an amount of $88,456 (2008 - $85,194) was owed to the
        former President of the Company who assigned the full amount to the current
        President of the Company.                                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | b) | During the twelve month period ended May 31,
        2009, the current President of the Company advanced $20,500 (2008 - $Nil)
        to the Company and incurred $6,206 (2008 - $Nil) of expenses on behalf
        of the Company. The current President of the company also assumed the
        shareholder loan balance of the former president of $88,456. On January
        20, 2009, $116,000 of the outstanding balance was settled with the issuance
        of common shares. At May 31, 2009, the current President of the Company
        owes $838 (2008 - $Nil) to the Company, and the amount is unsecured, bears
        no interest, and has no terms of repayment.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | c) | During the twelve month period ended May 31,
        2009, the Company recognized a total of $3,500 (2008 - $4,500) for donated
        services at $500 per month (2008 - $500) and $1,750 (2008 - $2,250) for
        donated rent at $250 per month provided by the President of the Company.                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | d) | On September 30, 2008, the Company issued
        10,000,000 common shares at $0.0001 per share in settlement of $1,000
        owed to a company controlled by the current President of the Company.
        A loss on the settlement of the debt of $2,499,000 has been charged to
        deficit.                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | e) | On January 20, 2009, the Company issued 460,000
        units of the Company at $0.25 per unit in settlement of $115,000 owed
        to the current President of the Company (see Note 6 (c)), and 540,000
        units at $0.25 per unit for gross proceeds of $135,000 to an individual
        related to the President of the Company (see Note 6 (d)).                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | f) | On March 15, 2009, the Company entered into
        a research contract with Globe Laboratories Inc. (Globe),
        a company controlled by 2 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, $33,333 in research
        costs have been accrued under this agreement.                                                                                              

F-10

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|4. | Related Party Transactions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Loan Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On December 1, 2006, the Company obtained an unsecured
      bank loan in the amount of $6,234 (CDN $7,100), bearing interest at 8.75%
      per annum, and due December 1, 2010. The loan was repayable by 48 monthly
      payments of CDN $176, including principal and interest. The loan was
      repaid in full in November 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company accounts for income taxes under SFAS No. 109,
      "Accounting for Income Taxes." Deferred income tax assets and
      liabilities are determined based upon differences between financial
      reporting and tax bases of assets and liabilities and are measured using
      the enacted tax rates and laws that will be in effect when the differences
      are expected to reverse. Income tax expense differs from the amount that
      would result from applying the U.S federal and state income tax rates to
      earnings before income taxes. The Company has a net operating loss
      carryforward of approximately $285,000 available to offset taxable income
      in future years which expire commencing in fiscal 2026. Pursuant to SFAS
      109, the potential benefit of the net operating loss carryforward has not
      been recognized in the financial statements since the Company cannot be
      assured that it is more likely than not that such benefit will be utilized
      in future years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company is subject to United States federal and state
      income taxes at an approximate rate of 35%. The reconciliation of the
      provision for income taxes at the United States federal statutory rate
      compared to the Companys income tax expense as reported is as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

2009
    
    
    2008$
    
    
    $Income tax recovery at statutory rate
    
    60,641
    
    
    22,809Permanent difference
    
    (1,838
    )
    
    (3,150
    )Valuation allowance
    
    (58,803
    )
    
    (19,659
    )Net future tax asset
    
    -
    
    
    -


F-11

---

|Global Health Ventures Inc.                   
|----------------------------------------------
|(formerly Goldtown Investments Corp.)         
|(A Development Stage Company)                 
|Notes to the Consolidated Financial Statements
|May 31, 2009                                  

|7. | Income Taxes (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Deferred income taxes reflect the net tax effects of
      temporary differences between the carrying amounts of assets and
      liabilities for financial reporting purposes and the amounts used for
      income tax purposes. Deferred income taxes arise from temporary
      differences in the recognition of income and expenses for financial
      reporting and tax purposes. The significant components of deferred income
      tax assets and liabilities at May 31, 2009 and 2008 are as
  follows:

2009
    
    
    2008$
    
    
    $Operating loss carry forwards
    
    99,750
    
    
    41,510Valuation allowance
    
    (99,750
    )
    
    (41,510
    )Net future tax asset
    
    -
    
    
    -


Management believes that it is unlikely
that it will create sufficient taxable income sufficient to realize its deferred
tax assets.

The Company has recognized a valuation
allowance for the deferred income tax asset since the Company cannot be assured
that it is more likely than not that such benefit will be utilized in future
years. The valuation allowance is reviewed annually. When circumstances change
and which cause a change in management's judgment about the realizability of
deferred income tax assets, the impact of the change on the valuation allowance
is generally reflected in current income.

The Company has estimated accumulated
non-capital losses of approximately $285,000 which will expire as follows:

2026
    $
    9,2502027
    
    52,0002028
    
    56,0002029
    
    167,750$
    285,000


|8. | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On January 20, 2009, pursuant to the completion of the
      2,000,000 units private placement, the Company issued 2,000,000 share
      purchase warrants exercisable to acquire 2,000,000 common shares of the
      Company at $0.40 per share, expiring January 20, 2011 (see Notes 6 (c) and
      (d)). At May 31, 2009, the 2,000,000 warrants issued are still
      outstanding.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9. | Fair Value Measures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | SFAS 157 requires an entity to maximize the use of
      observable inputs and minimize the use of unobservable inputs when
      measuring fair value. SFAS 157 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. SFAS 157 prioritizes the inputs
      into three levels that may be used to measure fair value:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Level 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Level 1 applies to assets or liabilities for which there
      are quoted prices in active markets for identical assets or
      liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Level 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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 model-derived valuations in which significant inputs are
      observable or can be derived principally from, or corroborated by,
      observable market data.                                        

F-12

---

Level 3

Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.

Our financial instruments consist
principally of cash and accounts payable. Pursuant to SFAS No. 157, Fair
Value Measurements, or SFAS 157, the fair value of our cash is determined
based on Level 1 inputs, which consist of quoted prices in active markets for
identical assets. We believe that the recorded values of all of our other
financial instruments approximate their current fair values because of their
nature and respective maturity dates or durations.

F-13

---

|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE.
|---------------------------------------------------------------------------------------------------

On May 14, 2009, we dismissed Manning Elliott LLP, Chartered
Accountants, as auditors of our company.

In connection with the audit of our companys financial
statements as of and for the fiscal years ended May 31, 2007 and May 31, 2008,
and the subsequent interim periods, as applicable, there were no disagreements
with Manning Elliott LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedures, which
disagreements, if not resolved to the satisfaction of Manning Elliott LLP, would
have caused them to make reference in connection with its reports to the subject
matter of the disagreements.

The audit report of Manning Elliott LLP on our companys
financial statements as of and for the year ended May 31, 2008 and 2007, did not
contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles, except as
follows:

The accompanying financial
statements have been prepared assuming the Company will continue as a going
concern. As discussed in Note 1 to the financial statements, the Company has not
generated significant revenues and has incurred operating losses since
inception. These factors raise substantial doubt about the Companys ability to
continue as a going concern. Managements plans in regard to these matters are
also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Manning Elliott LLP has furnished our company with a letter
stating its agreement with the statements contained in the Form 8-K filed with
the Securities and Exchange Commission on May 15, 2009. A copy of the letter was
attached as an exhibit to the Form 8-K.

On May 14, 2009, we engaged UHY LDMB Advisors Inc., Chartered
Accountants as our companys independent certified public accountants commencing
with the audit of our financial statements for the fiscal year ended May 31,
2009.

Prior to engaging UHY LDMB Advisors Inc., we consulted with UHY
LDMB Advisors Inc. as to its qualifications, experiences and ability to audit
our companys financial statements. Our company and UHY LDMB Advisors Inc. did
not have substantive discussions regarding the application of accounting
principles to specified transactions, either complete or proposed, or the type
of audit opinion that might be rendered on our companys financial statements
and there are no reports nor written or oral advice provided by the new
accountants, used in deciding to retain UHY LDMB Advisors Inc. Further, as noted
there was no matter that was the subject of a disagreement as described in item
304(a)(1)(iv) of Regulation S-K, promulgated by the Securities and Exchange
Commission.

The decision to engage UHY LDMB Advisors Inc. was approved by
our audit committee.

UHY LDMB Advisors Inc. furnished us with a letter stating its
agreement with the information contained in the Notice of Change of Auditors. A
copy of the letter was attached as an exhibit to the Form 8-K filed on May 15,
2009.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and ProceduresWe maintain
disclosure 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 time periods specified in the Securities and
Exchange Commissions rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, 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

- 20 -

---

controls and procedures. Our disclosure controls and procedures
were designed to provide reasonable assurance that the controls and procedures
would meet their objectives.

As required by SEC Rule 13a-15(b), our management carried out
an evaluation, with the participation of our Chief Executive and Chief Financial
Officers, 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 effective at the
reasonable assurance level.

Internal Control over Financial Reporting

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. Our companys 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 of America.
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 companys
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America, and
that our companys receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of 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.

In order to evaluate the effectiveness of internal control over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act,
management has conducted an assessment, including testing, using the criteria in
Internal Control  Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

Management has used the framework set forth in the report
entitled Internal Control-Integrated Frameworkpublished by the Committee
of Sponsoring Organizations of the Treadway Commission, known as COSO, to
evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment, management has concluded that our internal control
over financial reporting was effective as of May 31, 2009.

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our managements report on internal control over
financial reporting was not subject to attestation by our independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.

Changes in Internal Control over Financial Reporting

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

ITEM 9B. OTHER INFORMATION.

None.

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PART III

|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
|---------------------------------------------------------------------

Directors and Executive Officers

As at July 29, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name(1)
    Position Held with our
      Company
    Age
    Date First Elected or AppointedHassan Salari
    President, Secretary, Treasurer
      Chief Executive Officer and Director
    55
    September 29, 2008Audrey Lew
    Chief Financial Officer
    45
    May 14, 2009Dr. David Filer
    Director
    62
    May 14, 2009Christian Bezy
    Director
    53
    May 14, 2009


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer 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 was employed.

Hassan Salari

An entrepreneur and scientist, Dr. Salari has over 25 years
experience in the biotechnology field, specializing in highly sophisticated
research and drug development programs and business development.

Currently, Dr. Salari is the chairman, president and chief
executive officer of Posh Cosmeceuticals, a company focused on the development
of cosmeceutical products. He is also a director of Pacific Therapeutics, a
company with an emphasis in pulmonary fibrosis, and of Pacgen Biopharmaceuticals
Inc., a public company with its shares listed on the TSX Venture Exchange.

From 1998 to 2007, Dr. Salari was the chief executive officer
and president of Chemokine Therapeutics Corp., a company founded by Dr. Salari.
Chemokine was established as a focused biotechnology company to develop
chemokine-based therapeutic products for human diseases. Throughout his tenure,
Chemokine developed a library of over 20,000 compounds, of which approximately
20 new products progressed to drug candidates. Dr. Salari also established five
major therapeutic areas of focus for the company, including oncology,
haematology, cardiovascular, infectious diseases and respiratory diseases.

From 1992 to 1998, Dr. Salari was the chief executive officer
and president of Inflazyme Pharmaceuticals Ltd., a company founded by Dr.
Salari. Dr. Salari maintained the responsibility of 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.

From 1991 to 1998, Dr. Salari was a Professor, Department of
Medicine at the University of British Columbia. From 1987 to 1990, he was an
Assistant Professor at the University of British Columbia. From 1986 to 1987, he
was a research associate in the Department of Medicine at the University of
British Columbia. He was the lead project investigator in cytokine research and
drug development. From 1984 to 1986, he worked as a research associate at the
Department of Physiology, Laval University. Dr. Salari carried out research work
on the biology of human blood cells and their control by cytokines. From 1981 to
1982, Dr. Salari worked at the Department of Immunology at

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McGill University in Montreal as a research associate. He is
the author of over 200 scientific articles, abstracts and books in various
subject of medicine.

During his academic tenure, Dr. Salari was approached by a
number of large multi-national pharmaceutical companies to serve in consulting
and advisory roles. These included Merck, Upjohn, Zymogenetics and Beaufour
Epsin, among others. Dr. Salari aided Beaufour Epsin in its discovery of a
non-steroidal, anti-inflammatory drug that is currently being marketed
worldwide. During his collaboration with Upjohn, Dr. Salari was involved in the
identification of the mode of action of Lazroids for the treatment of brain
ischemia.

In addition to his research activities at the University of
British Columbia, Dr. Salari also taught several courses for both undergraduate
and post-graduate students in the Medicine, Pharmacology and Biochemistry
departments. His courses were primarily directed towards signal transduction
pathways in immunology and cancer. Dr. Salari was also responsible for educating
students about cytokines and chemokines and their involvement in human diseases.

Dr. Salari holds the following degrees:

1985 Graduate: Post. Doc. Physiology, Laval University, Quebec
  
  1982 Graduate: Post. Doc. Immunology, McGill University, Montreal
  1980 Graduate: Ph.D. Microbiology/Biochemistry, Southampton University, England
  
  1975 Graduate: B.S. Biochemistry, Tehran University, Iran

Audrey Lew

Ms. 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 controller, financial director and financial officer
of a number of technology and health care companies, including: from October
2007 to present, Casting Workbook Services Inc.; from November 2004 to October
2007, J. Lew Law Corporation; and from September 2002 to November 2004,
Chemokine Therapeutics Corp./Globe Laboratories Inc. From October 1993 to
September 2002, she 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.

Dr. David Filer

From 1983 to present, Dr. Filer has been self-employed working
on a consultant basis for various organizations. He obtained a PhD Microbiology
and Molecular Biology in 1977 from the 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.

During the last 10 years, Dr. Filer has been self employed and
worked as a healthcare analyst in New York 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 they and
their companies through the process of seeking clinical investigation and
commercial development of cutting edge technologies and products. In addition,
he managed the merger of Unigene and Pfizer in 2008, a deal valued at $60
million. Dr. Filer has a Ph.D. in Microbiology and Molecular Biology and worked
at the New York University Medical Center as teaching instructor from 1984 to
1999.

Christian Bezy

Mr. Bezy is a businessman with over 30 years experience in the
mining industry, managing a large number of employees in several million dollar
companies. From 2008 to present, he has been a Senior Geologist for Genivar
Income Fund (Mining and Geology). From November 2006 to February 2008, Mr. Bezy
was the Chief Geologist with Semafo Inc. From 2004 to 2006, he was the Senior
Geologist at Richmont Mines Ltd. (East Amphil). Between

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2002 and 2003, he was the Senior Geologist at Mines McWatters,
Sigma-Lamaque Complex in Canada. Prior to that date, he was a geologist at the
les Mines dor Kiena in Quebec. He has worked for several resource companies in
Canada, including Kiena, Sigma, East-Amphi, Abcourt, Dorval, Mt-Laurier, and
Mt-Wright at Fermont, and Samira in West Africa. He obtained his B.Sc. in
Geology from the University of Quebec in Montreal in 1978.

Directorships

None of our directors are either board members or officers of
any publically traded companies worldwide.

Significant Employees

We have no significant employees other than our officers and
directors.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | 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;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | 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; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Audit Committee

Our board of directors struck an audit committee on July 28,
2009. Following this date, Dr. Salari, Mr. Bezy and Dr. Filer have acted as the
members of the audit committee. Messrs. Bezy and Filer are independent as
defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as
adopted by the British Columbia Securities Commission. The audit committee is
directed to: review the scope, cost and results of the independent audit of our
books and records; review the results of the annual audit with management;
review the adequacy of our accounting, financial and operating controls;
recommend annually to the board of directors the selection of the independent
registered accountants; consider proposals made by the independent registered
chartered accountants for consulting work; and report to the board of directors,
when so requested, on any accounting or financial matters. The board of
directors adopted its charter for the audit committee on July 28, 2009.

Audit Committee Financial Expert

Our board of directors has determined that our company has one
audit committee financial expert serving on the audit committee. Our president
and chairman has experience serving on audit committee of other public
companies. He was a member of the audit committee on Pacgen Bipharma, a publicly
traded company on the TSX Venture Exchange from 2004 to 2008.

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Nomination Procedures For Appointment of Directors

As of July 28, 2009, we had not effected any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Code of Ethics

On July 28, 2009, our companys board of directors adopted a
Code of Ethics and Business Conduct that applies to, among other persons, our
companys president, secretary and treasurer (being our principal executive
officer) and our companys 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:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | 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                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Ethics and
      Business Conduct.                                                                                                                                               

Our Code of Ethics and Business Conduct requires, among other
things, that all of our companys 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 companys personnel are to be accorded full access
to our companys 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.

In addition, our Code of Ethics and Business Conduct emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and 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 companys president,
secretary and treasurer. If the incident involves an alleged breach of the Code
of Ethics and Business Conduct by the 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 company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our companys Code of Ethics and Business Conduct.

Our Code of Ethics and Business Conduct is filed as Exhibit
14.1 to this annual report on Form 10-K. 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., 1517 West 58th Avenue, Vancouver,
British Columbia, V6P 1W6 Canada.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during the fiscal year ended May 31, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with.

|ITEM 11. EXECUTIVE COMPENSATION.
|--------------------------------

The following table sets forth all compensation received during
the two years ended May 31, 2009 and May 31, 2008 by our principal executive
officer and principal financial officer and each of the other most highly
compensated executive officers whose total compensation exceeded $100,000 in
such fiscal year. These officers are referred to as the Named Executive Officers
in this report.

Summary Compensation

The following table provides a summary of the compensation
received by the persons set out therein for each of our last two fiscal
years:

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    OptionAwards
      ($)
    Non-
      Equity IncentivePlan
      **Compensa-**tion ($)
    Change in
      Pension Value and **Nonqualified**
      Deferred **Compensation**Earnings
      ($)
    All
      Other **Compensa** -tion
      ($)
    Total ($)Hassan Salari President, Secretary, Treasurer, Chief
      Executive Officer and Director(1)
    2009 2008
    12,000 N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    12,000 N/AAudrey Lew Chief Financial Officer(2)
      2009 
        2008
      3,102 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      3,102 
        N/ABlair Law Former President, Secretary, Treasurer,
      CEO and Director(3)
    2009 2008
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


|(1) | Hassan Salari was appointed as our president, secretary,
      treasurer, chief executive officer and director on September 29,
    2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audrey Lew was appointed as our chief financial officer
      on May 14, 2009.                                                           
|(3) | Blair Law resigned as our president, secretary,
      treasurer, chief executive officer and director on September 29,
    2008.         

Compensation Discussion and Analysis

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for 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. 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.

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Outstanding Equity Awards at Fiscal Year-End

As at May 31, 2009, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

Aggregated Option Exercises

There were no options granted or exercised by any officer or
director of our company during the twelve month period ended May 31, 2009.

Long-Term Incentive Plan

Our company does not have a long-term incentive plan in favor
of any director, officer, consultant or employee of our company.

Directors Compensation

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. 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, 2009, no director received and/or accrued any compensation for their
services as a director, including committee participation and/or special
assignments.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement
benefits to be paid to any of our officers, directors or employees in the event
of retirement.

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

As of July 22, 2009, there were 62,722,000 shares of our common
stock outstanding. The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock as of that date
by (i) each of our directors, (ii) each of our executive officers, and (iii) all
of our directors and executive officers as a group. Except as set forth in the
table below, there is no person known to us who beneficially owns more than 5%
of our common stock.

Title of Class
    Name and Address of Beneficial Owner
    Amount and Nature of Beneficial Ownership
    Percentage of Class(1)Common Stock
    Hassan Salari 1517 West 58th Avenue,
      Vancouver, British Columbia V6P 1W6 Canada
    10,920,000 (2)
    17.3%Common Stock
    Audrey Lew 7229 Stirling Street Vancouver, British
      Columbia V5P 4H6 Canada
    Nil
    NilCommon Stock
    Dr.
      David Filer 165 East 32ndAvenue
    Nil
    Nil


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New
      York, NY 10016Common Stock
    Christian Bezy 175 Baie de la Paix, Val dOr
      (Dubuisson), Quebec J9P 4N7 Canada
    Nil
    NilDirectors and
      Executive Officers as a Group (4 persons)
    
    10,920,000 (2)
    17.3%


|(1) | Based on 62,722,000 shares of common stock issued and
      outstanding as of July 22, 2009. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Includes 460,000 warrants exercisable within sixty
      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE.
|-----------------------------------------------------------------------------------------

Other than as listed below, no director, officer, principal
shareholder holding at least 5% of our common shares, or any family member
thereof, had any material interest, direct or indirect, in any transaction, or
proposed transaction, since the beginning of our last fiscal year ended May 31,
2009, in which the amount involved in the transaction exceeded or exceeds the
lesser of $120,000 or one percent of the average of our total assets at year-end
for the last three completed fiscal years.

During the twelve month period ended May 31, 2009, our former
president advanced $5,374 (2008 - $85,757) to our company, was repaid $2,112
(2008 - $13,035) by our company and incurred $Nil (2008 - $29,484) of expenses
on behalf of our company. On November 30, 2008, an amount of $88,456 was owed to
our former president who assigned the full amount to our current president.

During the twelve month period ended May 31, 2009, our
president advanced $14,979 (2008 - $Nil) to our company and incurred $12,928
(2008 - $Nil) of expenses on behalf of our company. At May 31, 2009, our
president owes $838 (May 31, 2008 - $Nil) to our company, and the amount is
unsecured, bears no interest, and has no terms of repayment.

During the twelve month period ended May 31, 2009, we
recognized a total of $3,500 (2008 - $4,500) for donated services at $500 per
month (2008 - $500 per month) and $1,750 (2008 - $2,250) for donated rent at
$250 per month provided by our president.

On September 30, 2008, we issued 10,000,000 common shares at
$0.0001 per share in settlement of $1,000 owed to our president.

On January 20, 2009, we issued 460,000 units, at a price of
$0.25 per unit, in settlement of $115,000 owed to our president. At the same
time, we issued 540,000 units, at a price of $0.25 per unit, for gross proceeds
of $135,000 to an individual related to our president.

On March 15, 2009, we entered into a research contract with
Globe Laboratories Inc., a company controlled by two individuals related to our
president, to engage Globe Laboratories to conduct research on the sublingual
technologies developed by Globe Laboratories. We agreed to pay $50,000 per
quarter to Globe Laboratories from April 1, 2009 until the technology is put
into commercial production, or the technologies are sold or sublicensed. As of
May 31, 2009, $33,333 in research costs had accrued under this agreement.

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Corporate Governance

Director Independence

We currently have three directors, consisting of Dr. Hassan
Salari, Dr. David Filer and Christian Bezy. We have determined that Dr. Salari
is not independent as that term is used in Rule 4200(a)(15) of the Nasdaq
Marketplace Rules and National Instrument 52-110 due to the fact that Dr. Salari
is our president, secretary and treasurer. Messrs. Filer and Bezy are
independent directors.

Audit Committee

Our board of directors struck an audit committee on July 28,
2009. Following this date, Dr. Salari, Mr. Bezy and Dr. Filer have acted as the
members of the audit committee. Dr. Filer and Mr. Bezy are independent as
defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as
adopted by the British Columbia Securities Commission. Dr. Salari is not
independent as he is our president, secretary and treasurer. The audit committee
is directed to review the scope, cost and results of the independent audit of
our books and records, the results of the annual audit with management and the
adequacy of our accounting, financial and operating controls; to recommend
annually to the board of directors the selection of the independent registered
accountants; to consider proposals made by the independent registered chartered
accountants for consulting work; and to report to the board of directors, when
so requested, on any accounting or financial matters. The board of directors
adopted its charter for the audit committee on July 28, 2009.

Audit Committee Financial Expert

Our board of directors has determined that our company has one
audit committee financial expert serving on the audit committee.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our board of directors acts as our compensation committee. We
believe that striking a compensation committee and appointing additional
independent directors to such committee would be overly costly and burdensome
and is not warranted in our circumstances given the early stages of our
development and the fact that we have not generated revenues to date. Our board
of directors responsibilities in acting as our compensation committee is to
oversee our companys compensation and benefit plans, including our compensation
plan. Our board of directors also monitors and evaluates matters relating to the
compensation and benefits structure of our company. Our company has not adopted
a Compensation Committee Charter. We have determined that Dr. Salari is not
independent as that term is used in Rule 4200(a)(15) of the Nasdaq Marketplace
Rules and National Instrument 52-110 due to the fact that Dr. Salari is our
president, secretary and treasurer. Messrs. Filer and Bezy are independent
directors.

Transactions with Independent Directors

We have determined that Dr. Hassan Salari is not independent as
that term is used in Rule 4200(a)(15) of the Nasdaq Marketplace Rules and
National Instrument 52-110 due to the fact that Dr. Salari is our president,
secretary and treasurer. Messrs. Filer and Bezy are independent directors. There
have been no transactions, relationships or arrangements with either of Messrs.
Filer or Bezy that would be required to be disclosed pursuant to Item 404 of
Regulation S-K.

National Instrument 52-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. As defined in National Instrument
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

- 29 -

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responsibilities as audit committee members, please see the
disclosure under the heading Item 10. Directors, Executive Officers and
Corporate Governance  Business Experience.

Dr. Salari,an audit committee member, is financially
literate, as defined in National Instrument 52-110, as he has the industry
experience necessary to understand and analyze financial statements of our
company, as well as the 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 Biopharma (TSX-V.PGA) and has the necessary
financial expertise to be classified as financially literate.

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

Since the commencement of our companys most recently completed
financial year, our companys board of directors has not failed to adopt a
recommendation of the audit committee to nominate or compensate an external
auditor.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 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
auditor, where the total amount of fees related to the non-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 a company to apply to a securities regulatory authority for an
exemption from the requirements of National Instrument 52-110 in whole or in
part.

The audit committee has adopted specific policies and
procedures for the engagement of non-audit services as set out in the Audit
Committee Charter of our company. A copy of our companys Audit Committee
Charter is filed as an exhibit to this annual report.

National Instrument 58-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 58-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning corporate governance disclosure.

Board of Directors

Our board of directors currently acts with three members
consisting of Dr. Hassan Salari, Dr. David Filer and Christian Bezy. We have
determined that Dr. Salari is not independent as that term is defined in
National Instrument 52-110 due to the fact that Dr. Salari is our president,
secretary and treasurer. Messrs Filer and Bezy are independent.

Our board of 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 the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the president, secretary and treasurer
  of our company, approving the compensation of all executive officers and
  ensuring that an orderly management succession plan exists;

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- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board or
  management, may require board scrutiny.

Directorships

Our directors are not currently directors of any other
reporting issuers (or the equivalent in a foreign jurisdiction).

Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role on the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his obligations as director.

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments 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 companys major needs. However, due
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.

|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-----------------------------------------------

Audit fees

On May 14, 2009, we dismissed Manning Elliott LLP, Chartered
Accountants, as auditors of our company and engaged UHY LDMB Advisors Inc.,
Chartered Accountants, as our companys independent certified public accountants
commencing with the audit of our financial statements for the fiscal year ended
May 31, 2009.

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The aggregate fees billed by UHY LDMB Advisors Inc. for the
completed fiscal period ended May 31, 2009 for professional services rendered
for the audit of our annual financial statements, quarterly reviews of our
interim financial statements and services normally provided by the independent
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

Year Ended May 31, 2009Audit Fees and
      Audit Related Fees
    $9,160Tax Fees
    $NilAll Other Fees
    $NilTotal
    $9,160


The aggregate fees billed by Manning Elliott LLP for the
completed fiscal periods ended May 31, 2009 and 2008 for professional services
rendered for the audit of our annual financial statements, quarterly reviews of
our interim financial statements and services normally provided by the
independent accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year Ended May 31, 2009
    Year Ended May 31, 2008Audit Fees and
      Audit Related Fees
    $8,451
    $11,400Tax Fees
    $Nil
    $NilAll Other Fees
    $Nil
    $NilTotal
    $8,451
    $11,400


In the above tables, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by UHY LDMB Advisors Inc. and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
UHY LDMB Advisors Inc.

PART IV

Exhibit Number
    Description of Exhibit3.1
    Certificate (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)


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3.3
      Certificate of Amendment filed with the Secretary of State of
        Nevada on September 10, 20073.4
      Certificate of Amendment filed with the Secretary of State of
        Nevada on September 20, 20073.5
      Certificate of Change filed with the Secretary of State of Nevada
        on September 20, 20074.1
      Form of Share Certificate (incorporated by reference
        from our Form SB-2 Registration Statement, as amended, originally filed
        on October 6, 2006)10.1
      PayPal User Agreement (incorporated by reference
        from our Form SB-2 Registration Statement, as amended, originally filed
        on October 6, 2006)10.2
      Web Development Agreement with Rob Caruk (incorporated
        by reference from our Form SB-2 Registration Statement, as amended, originally
        filed on October 6, 2006)10.3
      Share Cancellation Agreement with Blair Law dated
        October 2, 2007 (incorporated by reference from our Annual Report on Form
        10-K, filed on September 12, 2008)10.4
      Return to Treasury Agreement dated September
        29, 2008 with Blair Law (incorporated by reference from our Current Report
        on Form 8-K, filed on October 2, 2008)10.5
      Return to Treasury Agreement dated September
        29, 2008 with Blair Law Casting Corp. (incorporated by reference from
        our Current Report on Form 8-K, filed on October 2, 2008)10.6
      Form of Subscription Agreement with Julian Salari,
        Hassan Salari and VP Bank (Switzerland) Ltd. (incorporated by reference
        from our Quarterly Report on Form 10-Q, filed on May 14, 2009)10.7
      Research Agreement with Globe Laboratories Inc.
        dated March 15, 2009 (incorporated by reference from our Quarterly Report
        on Form 10-Q, filed on May 14, 2009)14.1
      Code
      of Ethics (incorporated by reference from our Annual  Report on Form 10-K, filed on August 4, 2009)23.1*
      Independent Registered Accounting
        Firm's Consent31.1*
      Certification of Principal
        Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 200231.2*
      Certification of Principal
        Financial Officer and Principal Accounting Officer filed pursuant to Section
        302 of the Sarbanes-Oxley Act of 200232.1*
      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 200232.2*
      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 200299.1
      Audit
      Committee Charter (incorporated by reference from our Annual  Report on Form 10-K, filed on August 4, 2009)


* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Hassan SalariBy: Hassan Salari, President, Secretary,
Treasurer, Chief Executive Officer and Director (Principal Executive
Officer) Dated: September 23, 2009

/s/ Audrey LewBy: Audrey Lew, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) 
Dated:
September 23, 2009

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

/s/ Hassan SalariBy: Hassan Salari, President, Secretary,
Treasurer, Chief Executive Officer and Director (Principal Executive
Officer) Dated: September 23, 2009

/s/ Audrey LewBy: Audrey Lew, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) Dated:
September 23, 2009

/s/ Dr. David FilerBy: Dr. David Filer, Director Dated:
September 23, 2009

/s/ Christian BezyBy: Christian Bezy, Director 
  Dated:
September 23, 2009

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