Kedem Pharmaceuticals (GHLV) 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended:  February 28, 2010

p TRANSITION REPORT UNDER 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	98-0633727
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
409 Granville Street, Suite 1023, Vancouver, British Columbia  Canada	V6C 1T2
(Address of principal executive offices)	(Zip Code)

(604) 324-4844

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x No p

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 (§232.405 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 x     No p

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

Large Accelerated Filer p       Accelerated Filer p      Non-Accelerated Filer x    Smaller Reporting Company p

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes p     No x

As of April 14, 2010, the registrant had 68,680,333 shares of its common stock, par value $0.0001 per share, outstanding.

GLOBAL HEALTH VENTURES INC. AND SUBSIDIARIES

FORM 10-Q

___________________

TABLE OF CONTENTS

___________________

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion & Analysis or Plan of Operation	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T.	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	(Removed and Reserved)	9
Item 5	Other Information	9
Item 6.	Exhibits	10

ITEM 1. FINANCIAL STATEMENTS.

GLOBAL HEALTH VENTURES INC.

(a development stage company)

CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN U.S. DOLLARS)

FEBRUARY 28, 2010

1

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

February 28, 2010

(unaudited)

	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-3
Consolidated Statement of Stockholders’ Deficit	F-4
Notes to the Consolidated Financial Statements	F-5

F-1

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

	February 28,			May 31,
	2010			2009
	(unaudited)
	$			$
ASSETS
Current Assets
Cash and cash equivalents		683,232			332,716
Accounts receivable		41,454			-
Prepaid expenses		21,212			15,892
Due from shareholders		25,956			-
		771,854			348,608
Property, Plant and Equipment
Laboratory equipment		64,579			3,769
Accumulated depreciation		(6,981	)		(377	)
Computer Hardware		10,085			-
Accumulated depreciation		(2,586	)		-
Office furniture and fixtures		4,669			-
Accumulated depreciation		(2,293	)		-
Office machines and equipment		547			-
Accumulated depreciation		(255	)		-
		67,765			3,392
Intangible Assets
Website development costs		2,509			2,509
Accumulated amortization		(2,301	)		(418	)
Patents		275			-
Deferred charges		22,797			-
		23,280			2,091
Total Assets		862,899			354,091
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		287,818			3,788
Accrued liabilities (Note 3)		271,151			67,063
Due to related party (Note 4)		-			1,499
		558,969			72,350
Commitments (Note 4(b) & 9)
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 68,055,333 shares issued and outstanding (May 31, 2009 – 62,722,000 shares)		6,805			6,272
Additional Paid-In Capital		1,921,895			567,478
Donated Capital		2,474,000			2,474,000
Accumulated other comprehensive income (loss)		29,678			41,632
Deficit accumulated during the development stage		(4,128,448	)		(2,807,641	)
		303,930			281,741
Total Liabilities and Stockholders’ Equity		862,899			354,091

(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 (Unaudited)

(Expressed in US Dollars)

													Accumulated from April 25, 2006
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			(Date of inception)
	February 28, 2010			February 28, 2009			February 28, 2010			February 28, 2009			to February 28, 2010
	$			$			$			$			$
Revenue		–			–			–			–			–
Expenses
Amortization		627			–			1,882			–			2,300
Depreciation		6,281			–			6,936			–			7,313
General and administrative:
Stock-based compensation		33,094			–			76,059			–			76,059
Incurred		89,453			32,352			195,276			31,837			278,570
Interest expense		–			–			–			147			905
Professional fees:
Stock-based compensation		8,273			–			19,014			–			19,014
Incurred		21,058			2,797			52,624			40,680			194,045
Research and development (Note 4(b))		149,477			–			329,061			–			362,394
Salaries and wages:
Stock-based compensation		113,820			–			259,478			–			259,478
Incurred		112,802			–			275,355			–			324,248
Total Expenses		534,885			35,149			1,215,685			72,664			1,524,326
Net Loss		(534,885	)		(35,149	)		(1,215,685	)		(72,664	)		(1,524,326	)
Other Comprehensive Income
Foreign currency translation    adjustment		(7,674	)		–			(11,954	)		–			29,678
Comprehensive Loss		(542,559	)		(35,149	)		(1,227,639	)		(72,664	)		(1,494,648	)
Net Loss Per Share – Basic and Diluted		–			–			–			–
Weighted Average Shares Outstanding		64,403,074			61,005,000			64,403,074			61,005,000

(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 (Unaudited)

(Expressed in US Dollars)

													Accumulated from April 25, 2006
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			(Date of inception)
	February 28, 2010			February 28, 2009			February 28, 2010			February 28, 2009			to February 28, 2010
	$			$			$			$			$
Operating Activities
Comprehensive loss		(533,263	)		(35,149	)		(1,218,343	)		(72,664	)		(1,485,352	)
Adjustment to reconcile net loss to net cash used in operating activities:
Donated services		-			750			-			5,250			24,000
Amortization		627			-			1,882			-			2,300
Depreciation		6,119			-			6,774			-			7,151
Stock based compensation		155,187			-			354,551			-			354,551
Change in operating assets and liabilities:
Accounts receivable		(5,202	)		-			(8,587	)		-			(8,587	)
Prepaid expenses		(2,905	)		-			1,757			-			(14,135	)
Accounts payable and accrued liabilities		40,550			(1,534	)		188,690			(1,201	)		259,541
Net Cash Used In Operating Activities		(338,887	)		(35,933	)		(673,276	)		(68,615	)		(860,531	)
Investing Activities
Cash acquired on investment in Posh		42,849			-			42,849			-			42,849
Purchase of equipment		(51,697	)		-			(60,429	)		-			(64,198	)
Website development costs		-			-			-			-			(2,509	)
Patents		-			-			(275	)		-			(275	)
Deferred charges		(239	)		-			(239	)		-			(239	)
Net Cash Used in Investing Activities		(9,087	)		-			(18,094	)		-			(24,372	)
Financing Activities
Payment of share offering costs		-			(1,000	)		-			-			(28,400	)
Advances from (repayments to) shareholders		66,505						43,385						43,385
Advances from (repayments to) a related party		(32,686	)		2,075			(1,499	)		33,673			116,000
Proceeds from issuance of common stock		400,000			385,000			1,000,000			385,000			1,437,150
Proceeds from loan payable		-			-			-			-			6,234
Repayments of loan payable		-			-			-			(4,857	)		(6,705	)
Net Cash Provided by (Used In) Financing Activities		433,819			386,075			1,041,886			413,816			1,567,664
Effect of exchange rate changes on cash		-			-			-			-			471
Increase (decrease) in Cash		85,845			350,142			350,516			345,201			683,232
Cash – Beginning of Period		597,387			785			332,716			5,726			-
Cash - End of Period		683,232			350,927			683,232			350,927			683,232
Supplemental Disclosures
Interest paid		–			–			–			–			902
Income taxes paid		–			–			–			–			–
Non-cash Financing Transactions
Common stock issued for shares of Posh Cosmeceuticals Inc.		400			–			400			–			400
Shares issued in settlement of advances from related party		–			–			–			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 (Unaudited)

For the Period from April 25, 2006 (Date of Inception) to February 28, 2010

(Expressed in US Dollars)

	Common Stock						Additional					Accumulated Other			Deficit Accumulated During the
	Shares			Amount			Paid-In Capital			Donated Capital		Comprehensive Income			Development 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		–			–			–			5,250		–			–			5,250
Sep 30, 2008 – common shares issued at $0.0001 per share in loan settlement		10,000,000			1,000			2,499,000			–		–			(2,499,000	)		1,000
Sep 30. 2008 – common shares returned to treasury		(9,800,000	)		(980	)		(2,449,020	)		2,450,000		–			–			–
Jan 20, 2009 – common shares issued at $0.25 per share in loan settlement		460,000			46			114,954			–		–			–			115,000
Jan 20, 2009 - common shares issued for cash at $0.25 per share		1,540,000			154			384,846			–		–			–			385,000
Foreign currency translation adjustment		–			–			–			–		41,632			–			41,632
Net loss for the year																(173,259	)		(173,259	)
Balance – May 31, 2009		62,722,000			6,272			567,478			2,474,000		41,632			(2,807,641	)		281,741
Oct 28, 2009 - common shares issued for cash at $0.75 per share (Note 6)		133,333			13			99,987			–		–			–			100,000
Oct 28, 2009 - common shares issued for cash at $0.75 per share (Note 6)		666,667			67			499,933			–		–			–			500,000
Dec 8, 2009 - common shares issued for cash at $0.75 per share (Note 6)		533,333			53			399,947			–		–			–			400,000
Dec 11, 2009 – share exchange with Posh (Note 10)		4,000,000			400											(105,121	)		(104,721	)
Foreign currency translation adjustment		–			–			–			–		(11,954	)		–			(11,954	)
Stock-based compensation		–			–			354,550			–		–			–			354,550
Net loss for the period		–			–			–			–		–			(1,215,686	)		(1,215,686	)
Balance – February 28, 2010		68,055,333			6,805			1,921,895			2,474,000		29,678			(4,128,448	)		303,930

(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 (Unaudited)

February 28, 2010

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 pharmaceutical company that is in the business of acquiring and licensing current outstanding and promising healthcare related technologies for further development and re-licensing to major pharmaceutical companies.   The Company is a Development Stage Company, as defined 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 goi ng concern. As at February 28, 2010, the Company has never generated any significant revenue and has accumulated losses of $4,128,448 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)     Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Posh Cosmeceuticals Ltd., and its inactive wholly-owned subsidiary, Global Health (BC) Ventures Inc.   The financial results for Posh Cosmeceuticals include the results from operations from the date of acquisition, December 11, 2009.

b)     Interim Financial Statements

The interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown.  The results of operations for such periods are not necessarily indicative of the results expected for a full year of for any future period.  These financial statements should be used in conjunction with our annual audited financial statements.

c)     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. The Company regularly evaluates estimates and assumptions related to defer income tax asset valuation allowance. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about th e carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-6

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

2.      Summary of Significant Accounting Policies (continued)

d)     Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares ass umed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

e)     Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements”. The Company has never generated any revenue since inception.

f)     Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.

g)     Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

h)     Property, Plant and Equipment

Property, plant and equipment are recorded at cost.  Depreciation is provided annually at rates calculated to write off the assets over their estimated useful lives as follows:

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

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

i)      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.

F-7

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

2.      Summary of Significant Accounting Policies (continued)

j)      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 functional ity 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.

k)     Financial Instruments

The fair value of financial instruments, which include cash, accounts payable and amounts due to a related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations will be in Canada and the United States, resulting in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

l)      Income Taxes

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

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

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

m)    Foreign Currency Translation

The functional currency of the Company 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.

n)     Research and development costs

Research costs are expensed in the period incurred.  Development costs are expensed in the period incurred unless the Company believes a development project meets generally accepted accounting criteria for deferral and amortization. No such costs have been deferred as at February 28, 2010 and 2009.

F-8

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

2.      Summary of Significant Accounting Policies (continued)

o)     Stock-based Compensation

In accordance with SFAS 123R, “Share Based Payments”, the Company accounts for share-based payments using the fair value method.  Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

p)     Recent Accounting Pronouncements

In May 2009, the FASB issued FAS No. 165, “Subsequent Events”.  This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued).  FAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued.  It is effective for interim and annual periods ending after June 15, 2009.  The adoption of FAS 165 did not have a material impact on the Company’s financial condition or res ults of operation.

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets”, an amendment of FAS 140.  FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets:  the effects of a transfer on its financial position, financial performance and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets.  This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.   ; The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.  FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46R, including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variabl e interest entity.  This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of General Accepted Accounting Principles”.  FAS 168 will become the source of authoritative U.S. general accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

In September 2009, the FASB issued ASC 820-10 Measuring Liabilities at Fair Value (“ASC 820-10”).  ASC 820-10 provides additional guidance on how companies should measure liabilities at fair value.  Specifically, the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer.  ASC 820-10 will be adopted by the Company in the second quarter of fiscal year 2010.  The Company is currently evaluating the impact of ASC 820-10, but does not expect the adoption to have a material impact on its financial position, results of operations, and cash flows.

F-9

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

2.      Summary of Significant Accounting Policies (continued)

p)     Recent Accounting Pronouncements

In January 21, 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06, amending Accounting Standards Codification (ASC) 820 (formerly Statement of Financial Accounting Standards No. 157) to add new requirements. The new requirements are disclosures about transfers into and out of Levels 1 and 2 measurements and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. ASU 2010-06 clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The Company does not expect the adoption of ASC 820 to have an impact on the Company’s results of operations, financial condition or cash flows.

In February 24, 2010, the FASB issued ASU 2010-09, which amends ASC 855 to address certain implementation issues related to an entity's requirement to perform and disclose subsequent events procedures. ASU 2010-09 requires entities that make filings with the Securities and Exchange Commission (SEC) to evaluate subsequent events through the date the financial statements are issued. The new guidance became effective immediately for financial statements that are issued or available to be issued.

3.    Accrued Liabilities

	February 28, 2010 $		May 31, 2009 $
Accrued interest		-		-
Professional fees		1,188		10,830
Research and development		30,833		33,333
Salaries		239,130		22,900
		271,151		67,063

4.    Related Party Transactions

a)     During the nine month period ended February 28, 2010, the President of the Company advanced $nil (2009 - $18,976) to the Company, was repaid $nil (2009 - $nil) by the Company and incurred $12,424 (2009 - $16,634) of expenses on behalf of the Company.   During the nine month period ended February 28, 2010, the Company loaned the President $75,712, of which $47,234 has been repaid and of which $16,931 has been offset by expenses incurred by the President.  The balance of the loan of $11,547 is repayable, bears no interest and can be offset by expenses the President incurs on behalf of the Company.

b)     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, $183,333 in research costs have been accrued under this agreement, of which $152,500 has been paid to Globe.

c)     Effective December 11, 2009, the Company issued an aggregate of 4,000,000 shares of its common stock to the shareholders of Posh Cosmeceuticals Inc., a company controlled by the President of the Company, pursuant to share exchange agreements dated June 12, 2009.  Details of the transaction are described in Note 10.

F-10

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

5.     Income Taxes

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

a)  Deferred tax assets and liabilities

	February 28, 2010 $			May 31, 2009 $
Property and equipment		4,800			-
Intangible assets		6,300
Operating loss carry forwards		395,000			92,400
Valuation allowance		(406,100	)		(92,400	)
Net future tax asset		-			-

Management believes that it is not more likely than not that it will create sufficient taxable income sufficient to realize its deferred tax assets. Due to this, the Company has no income tax expense.

b)  Loss carry forwards

The Company has estimated accumulated non-capital losses of approximately $1,127,000 which will expire as follows:

2026	$	9,000
2027		52,000
2028		56,000
2029		168,000
2030		842,000
	$	1,127,000

6.       Warrants

On January 20, 2009, pursuant to the completion of a 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.  At February 28, 2010, the 2,000,000 warrants issued are still outstanding.

On October 28, 2009, pursuant to the completion of a total of 800,000 units private placement, the Company issued 800,000 share purchase warrants exercisable to acquire 800,000 common shares of the Company at $1.00 per share, expiring October 28, 2011.  At February 28, 2010, the 800,000 warrants issued are still outstanding.

On December 8, 2009, pursuant to the completion of a total of 533,333 units private placement, the Company issued 533,333 share purchase warrants exercisable to acquire 533,333 common shares of the Company at $1.00 per share, expiring December 8, 2011.  At February 28, 2010, the 800,000 warrants issued are still outstanding.

F-11

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

7.     Stock Option Plan

The Company may grant options to purchase 2,000,000 common shares of the Company.  Options may be issued under the stock option plan as determined at the sole discretion of the Company’s board of directors.  Options may be issued for a term of up to 10 years at an exercise price of $0.70.  All options vest at a rate of four per cent of the total number of Options granted to an optionee vesting each month on a monthly basis during the two-year period and the total remainder of such Options vesting on the second anniversary of the date of grant.

A summary of stock options outstanding is presented below:

	Number of Options		Weighted Average Exercise Price $
Options outstanding at June 1, 2009		-		-
Granted		2,000,000	$	0.70
Expired		-		-
Options outstanding at February 28, 2010		2,000,000	$	0.70

During the nine months ended February 28, 2010, the Company granted 2,000,000 options.  The fair value of the options of $354,551 has been expensed.  At February 28, 2010, 560,000 of the options are exercisable.

The Company has estimated the fair value of each option on the date of grant using the Black-Scholes Options Pricing Model with the following weighted average assumptions:

Risk-free interest rate	3.09%
Expected life of options	5-10 years
Expected volatility in the market price of the shares	155%
Expected dividend yield	0.0%

8.     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.

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-12

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

9.    Commitments

Pursuant to an agreement dated November 12, 2009 the Company has entered into a non-exclusive agreement with an investment bank to raise funds for the Company on a “best efforts” basis.  Under the terms of this agreement, the investment bank (“Agent”) will receive a success fee subject to the following fee structure:

i.   8% of the amount of debt or equity raised.

ii.   50% (i) above of the Aggregate Consideration received by the Company from any transactions closed, including multiple successive transactions, with an investor candidate or a strategic candidate (or upon closing a transaction with a covered party, including multiple successive transactions, within twelve months after the termination date), which amount will be paid when the Company receives proceeds from the transaction.

iii.   Warrants to purchase that number of shares of the Company’s common stock equal to 10% of the value of such transactions for successful common stock equity raised at the closing of such transaction for a period of 1 year, and/or to grant the Agent warrants to purchase that number of shares of the Company’s common stock equal  to 10% of the value of such transactions for successful preferred stock, debt, hybrid debt of any kind or debt and equity combination raised at the closing of such transaction for a period of 1 year.  These stocks shall be delivered in cashless exercise and issuable from the investment closing date up to no more than 5 years from the date and upon exercise thereof shall be fully paid and non-assessable.  The stock obtainable upon exercise of such warrants shall carry unlimited “piggy back” registration rights of the Company.

10.   Share exchange

Effective December 11, 2009, the Company issued an aggregate of 4,000,000 shares of its common stock to the shareholders of Posh Cosmeceuticals Inc., a company controlled by the President of the Company, pursuant to share exchange agreements dated June 12, 2009.  The Company issued the securities to twenty-seven non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.  Due to the fact that the two companies were not dealing at arm’s length, and due to the transaction not being in the normal course of business, the transaction was recorded at the carrying value of the Company acquired.

The following table sets forth the allocation of the purchase price for the investment in Posh Cosmeceuticals:

Working capital acquired	$	(205,6865	)
Property, Plant and Equipment		9,916
Patents and rights		22,557
Other long-term assets		68,492
	$	(104,721	)

Consideration:	$	(400	)
Common shares of the Company
Related party adjustment on purchase charged to deficit		105,121
	$	104,721

11.   Subsequent Event

The Company has signed an agreement with a Chicago-based investment fund for a convertible debenture for the principle amount of U$4,200,000.  The debenture has a maturity of 48 months unless called earlier by either party and bears interest at 6% per annum.  The investor has been granted warrants for 800,000 shares of the Company at $1 per share.

F-13

Global Health Ventures Inc.

(formerly Goldtown Investments Corp.)

(A Development Stage Company)

Notes to the Consolidated Financial Statements (Unaudited)

February 28, 2010

11.   Subsequent Event (continued)

On April 8, 2010, the Company completed a non-brokered private placement.  The Company issued 625,000 units at a price of $0.80 per unit for gross proceeds of $500,000. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one additional common share of the Company at a price of $1.20 per share until April 08, 2015.

11.   Comparative figures

Certain of the 2009 comparative numbers have been reclassified to conform to the current year presentation.

F-14

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in applicable securities laws. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “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 risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.

Financial information contained in this quarterly report and in our unaudited interim consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, and unless otherwise indicated, 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 be effective as of September 10, 2007 to 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 also filed a Certificate of Change to increase our issued and outstanding, and authorized, capital, on a basis of fourteen (14) new common shares for every one (1) existing common share, from 11,023,000 issued and outstanding common shares into 154,322,000 issued and outstanding common shares, and from 14,000,000 authorized common shares to 196,000,000 authorized common shares.

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

On September 29, 2008, Blair Law resigned as our president, secretary, treasurer, chief executive officer and chief financial officer. On September 29, 2008, Hassan Salari was appointed as our 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 trade on the Over-the-Counter Bulletin Board (OTCBB) 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.

2

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.

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 busines s 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.

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the unaudited interim financial statements and the notes to the unaudited interim financial statements included in this quarterly report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

For the three month periods ended February 28, 2010 and February 28, 2009

Our interim consolidated financial statements report a net loss of $534,885 for the three month period ended February 28, 2010, as compared to a net loss of $35,149 for the three month period ended February 28, 2009.

During the three months ended February 28, 2010, we incurred expenses of $534,885 compared to $35,149 during the three months ended February 28, 2009. The increase in expenses during the three months ended February 28, 2010, was largely due to increases in general and administrative expenses, research and development expenses, professional fees,  and salaries and wages.

3

For the nine month periods ended February 28, 2010 and February 28, 2009

Our interim consolidated financial statements report a net loss of $1,215,685 for the nine month period ended February 28, 2010 as compared to a net loss of $72,664 for the nine month period ended February 28, 2009.

During the nine months ended February 28, 2010, we incurred expenses of $1,215,685 compared to $72,664 during the nine months ended February 28, 2009. The increase in expenses during the nine months ended February 28, 2010, was largely due to increases in general and administrative expenses, research and development expenses and salaries and wages.

As of February 28, 2010, we had a working capital of $212,885. Our total liabilities as of February 28, 2010, were $558,969, as compared to total liabilities of $72,350, as of February 28, 2009. The change was due primarily to an increase in accounts payable and accrued liabilities of $488,117.

Cash Flow Used in Operating Activities

Operating activities used cash of $338,887 for the three month period ended February 28, 2010, compared to using cash of $35,933 for the three month period ended February 28, 2009. The increase in cash used during the three month period ended February 28, 2010, was commensurate with increased expenses for the period.

Cash Flow Provided by Financing Activities

Financing activities provided cash of $433,819 for the three month period ended February 28, 2010, compared to using cash of $386,075 for the three month period ended February 28, 2009.

Cash Flow Provided by Investing Activities

Investing activities used cash of $9,087 for the three month period ended February 28, 2010, compared to using nil for the three month period ended February 28, 2009.

Liquidity and Capital Resources

We had cash and cash equivalents of $683,232 and current liabilities of $558,969 as of February 28, 2010. We had working capital of $212,885 as of February 28, 2010.

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 February 28, 2011.

We incurred a loss of $534,885 for the three month period ended February 28, 2010. As indicated below, our estimated working capital requirements and projected operating expenses for the next twelve month period total $1,300,000. Although we have sufficient funds to carry out our operations for the next twelve month period, we may attempt to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

4

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 February 2010.  Our expenditures for the next twelve months include:

	Our cost to
	complete
Description	$
Equipment		250,000
Leasehold Improvement/rent		200,000
Research		200,000
Packaging		100,000
Wages		300,000
Professional Fees		100,000
Travel		50,000
Overhead		50,000
Administration		50,000
Total		1,300,000

We do not anticipate generating positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to realize. There is no assurance 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 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 resou rces to meet our objectives.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain 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.

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 those loans would be available, will increase our liabilities and future cash commitments.

Product Research and Development

During the twelve month period ending February 28, 2011, 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.

5

Purchase of Significant Equipment

During the twelve month period ending February 28, 2011, 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 February 28, 2010, our company had no off-balance sheet arrangements, including any 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 four 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.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

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,” our 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.

6

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 had been deferred as of February 28, 2010 and 2009.

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,” our company accounts for share-based payments using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the 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 2009, the FASB issued FAS No. 165, “Subsequent Event.”  This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued).  FAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued.  It is effective for interim and annual periods ending after June 15, 2009.  The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets”, an amendment of FAS 140.  FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets:  the effects of a transfer on its financial position, financial performance and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets.  This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.   The Company does not expect the adoption of FAS 166 to have an impact o n the Company’s results of operations, financial condition or cash flows.

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In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.  FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46R, including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity.  This statement must be applied as of the beginni ng of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of General Accepted Accounting Principles”.  FAS 168 will become the source of authoritative U.S. general accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non - -authoritative.  This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

In September 2009, the FASB issued ASC 820-10 Measuring Liabilities at Fair Value (“ASC 820-10”).  ASC 820-10 provides additional guidance on how companies should measure liabilities at fair value.  Specifically, the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer.  ASC 820-10 will be adopted by the Company in the second quarter of fiscal year 2010.  The Company is currently evaluating the impact of ASC 820-10, but does not expect the adoption to have a material impact on its financial position, results of operations, and cash flows.

OFF BALANCE SHEET TRANSACTIONS

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

The Company is not subject to certain market risks, including changes in interest rates and currency exchange rates.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 president (who is also our chief executive officer, secretary and treasurer) and our chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control obj ectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of February 28, 2010, the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president (who is also our chief executive officer, secretary and treasurer) and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended February 28, 2010, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

We are involved in routine litigation incidental to the conduct of our business. There are currently no material pending litigation proceedings to which we are a party or to which any of our property is subject.

ITEM 1A. RISK FACTORS.

There are no material changes to the risk factors disclosed in our annual report filed on Form 10-K/A dated September 23, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On December 11, 2009, we entered into share exchange agreements with the shareholders of Posh Cosmeceuticals Inc., a private health care company, whereby we agreed to acquire all of the issued and outstanding shares of Posh Cosmeceuticals Inc., in consideration for the issuance of 4,000,000 shares of common stock of our company.  In connection with the foregoing issuance of common stock the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the Commission under the Securities Act, as amended, and/or Section 4(2) of the Securities Act.

Effective December 8, 2009, we issued an aggregate of 533,333 shares of common stock and 533,333 warrants to one investor pursuant to a private placement subscription agreement dated October 28, 2009, for gross proceeds of $400,000.   Each warrant entitles the investor to purchase one additional share of common stock of our company at a price of $1.00 per share until December 8, 2011. We issued the securities to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  (REMOVED AND RESERVED).

ITEM 5.  OTHER INFORMATION.

On April 7, 2010 (the “Pacific Transaction Date”), the Company entered into a subscription agreement (the “Subscription Agreement”) with Pacific Biomedical Corp. for the purchase of 625,000 units (each, a “Unit”) at a purchase price of $0.80 per unit for a total purchase price of $500,000.  Each unit consists of (i) one share of the Company’s common stock and (ii) one common share purchase warrant.  The warrants have an exercise price of $1.20 and are exercisable for a period of two years commencing on the Pacific Transaction Date.

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ITEM 6.  EXHIBITS.

(a) Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Date:  April 14, 2010	GLOBAL HEALTH VENTURES INC.
	/s/ Hassan Salari
	By: Hassan Salari, President, Secretary,
	Treasurer, Chief Executive Officer and Director
	(Principal Executive Officer)
	/s/ Audrey Lew
	By: Audrey Lew, Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

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