Kedem Pharmaceuticals, Inc.(fka KDMP)

[crapholder]

I think you mean a reverse split. Jense is right though - conversion at least was above our current pps.

http://biz.yahoo.com/e/110927/ghlv.ob8-k.html

Form 8-K for GLOBAL HEALTH VENTURES INC.

27-Sep-2011

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Chan


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 15, 2011, Global Health Ventures Inc. (the "Company") entered into a debt conversion agreement with Hassan Salari, its President, Chief Executive Officer, Secretary, Treasurer and director, pursuant to which Dr. Salari converted $100,000 worth of debt into 5,000,000 shares of the Company's Series "A" Preferred Stock at a price of $0.02 per share. The Company issued the 2,000,000 shares in reliance upon the exemption from registration provided by Rule 903 of Regulation S under the Securities Act ("Regulation S").

The Company's reliance on Rule 903 of Regulation S was based on the fact that the shares were sold in an "offshore transaction", as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts in the United States in connection with the sale of the shares, and Dr. Salari is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person.

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

On September 26, 2011, the Company completed a 1 for 20 reverse split of its common stock and effected a corresponding decrease in its authorized capital by filing of a Certificate of Change with the Nevada Secretary of State. As a result of the reverse split, the Company's authorized common stock decreased from 1,000,000,000 shares to 50,000,000, and its issued and outstanding common stock decreased from 196,333,192 shares to 9,816,660.

In order for the name change and reverse split to be recognized on the OTC Bulletin Board, the Financial Industry Regulatory Authority ("FINRA") must process the corporate actions. The Company is in the process of submitting the required documentation to FINRA, but will continue to trade under the name Global Health Ventures Inc. and the symbol "GHLV" until such time as FINRA has declared the name change and reverse split effective. Once the process has been completed, the Company will file a current report on Form 8-K to announce the effective date and its new trading symbol.



Item 4.01 Changes in Registrant's Certifying Accountant

On September 23, 2011, the Company was notified that its principal independent accountant, UHY LDMB Advisors Inc. ("UHY"), had resigned its engagement with the Company effective September 23, 2011. The decision of UHY to resign was entirely due to its name change from UHY to Leed Advisors Inc. and was accepted by the Board of Directors of the Company (the "Board") on September 23, 2011. On the same day, the Board approved the engagement of Leed Advisors Inc. ("Leed") as its new principal independent accountant.

During the Company's fiscal year ended May 31, 2011, and through September 23, 2011, neither the Company nor anyone on the Company's behalf consulted with Leed regarding any of the following:

(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to us that Leed concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

The report of UHY regarding the Company's financial statements for the fiscal year ended May 31, 2011 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company's ability to continue as a going concern.

During the fiscal year ended May 31, 2011 and through September 23, 2011, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of UHY, would have caused it to make reference thereto in connection with its report.

During the fiscal year ended May 31, 2011 and through September 23, 2011, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that the Board discussed with UHY the existence of material weaknesses in the Company's internal control over financial reporting, as more fully described in the Company's annual report on Form 10-K for the fiscal year ended May 31, 2011, filed on August 24, 2011 with the Securities and Exchange Commission (the "SEC").

The Company requested that UHY furnish it with a letter addressed to the SEC stating whether or not UHY agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated September 27, 2011, is filed as Exhibit 16.1 to this current report on Form 8-K.



Item 9.01 Financial Statements and Exhibits

Exhibit Description of Exhibit
Number
3.10 Articles of Merger filed with the Nevada Secretary of State on September 23, 2011
3.11 Certificate of Change filed with the Nevada Secretary of State on September 26, 2011
16.1 Letter from UHY LDMB Advisors Inc. to the Securities and Exchange Commission dated September 27, 2011