Company Quick10K Filing
Quick10K
Hypgen
10-K 2018-05-31 Annual: 2018-05-31
10-Q 2018-02-28 Quarter: 2018-02-28
10-Q 2017-11-30 Quarter: 2017-11-30
10-Q 2017-08-31 Quarter: 2017-08-31
10-K 2017-05-31 Annual: 2017-05-31
10-Q 2017-02-28 Quarter: 2017-02-28
10-Q 2016-11-30 Quarter: 2016-11-30
10-Q 2016-08-31 Quarter: 2016-08-31
10-K 2016-05-31 Annual: 2016-05-31
10-Q 2016-02-29 Quarter: 2016-02-29
8-K 2018-07-05 Enter Agreement, Sale of Shares, Exhibits
CRTX Cortexyme 593
CRTG Coretec Group 6
ANDR Andrea Electronics 5
SPIN Spine Injury Solutions 3
TAUG Tauriga Sciences 2
VISM Visium Technologies 0
HBKA Highlands Bankshares 0
FSTJ First America Resources 0
VDH Vigilant Diversified Holdings 0
AEI20 AEI Net Lease Income & Growth Fund XX 0
HPGN 2018-05-31
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Note 1: Organization and Basis of Presentation
Note 2: Significant Accounting Policies
Note 4: Fixed Assets
Note 5: Intangible Assets
Note 6: Convertible Notes Payable
Note 7: Commitments and Contingencies
Note 8: Stock Holders' Deficit
Note 9: Income Taxes
Note 10: Related Party Transactions
Note 11: Subsequent Events
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules.
EX-10.22 hppgen_ex1022.htm
EX-31.1 hypgen_ex311.htm
EX-31.2 hypgen_ex312.htm
EX-32.1 hypgen_ex321.htm
EX-32.2 hypgen_ex322.htm

Hypgen Earnings 2018-05-31

HPGN 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 hpgn10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

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

 

For the fiscal year ended May 31, 2018

 

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

 

For the transition period from _______________ to _______________

 

Commission file number 333-207383

 

HYPGEN INC.
(Exact name of registrant as specified in its charter)

 

Nevada   37-1780402
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

1999 Avenue of the Stars Suite 1100

Century City, California 90067

(Address of principal executive offices, including zip code)

 

424-253-1210

Registrant’s telephone number, including area code

 

n/a

Address of Previous Executive Office

 

Securities registered under Section 12(b) of the Act:

 

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

 

Securities registered under Section 12(g) of the Act:

 

None

(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 Section 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 

 

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 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. 

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company x
(Do not check if smaller reporting company) Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

On November 30, 2017, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was undeterminable due to the lack on an active trading market of the Common Stock of the registrant on the OTC Bulletin Board system.

 

As of October 1, 2018, the registrant had 50,000,502 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of October 1, 2018.

 

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PART I

 

Forward Looking Statements.

 

This report contains forward-looking statements which 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.

 

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. 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. 

 

Our financial statements are stated in United States dollars ($USD) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all references to "common stock" refer to the common shares in our capital stock.

 

As used in this annual report, the terms "we", "us", "our", "Hypgen" and "Asset Solutions" mean Asset Solutions Inc, unless the context clearly requires otherwise.

 

ITEM 1. BUSINESS

 

General

 

The Company originally incorporated in the State of Nevada on March 26, 2015 as Asset Solutions Inc. and established a fiscal year end of May 31.

 

The Company’s original line of business, as reflected in discontinued operations had initial revenues, hard assets (office in Poland) and has incurred net losses since inception. We are a development-stage company in the business of developing and bringing to market a drug demonstrating a potential to reduce the destruction of neurons that have been associated with Parkinson's disease. Our business office is office is located at 1999 Avenue of the Stars Suite 1100 Century City, California 90067. The Company’s main phone number is (424) 253-1210.

 

On January 18th, 2017, Olaf Robak, the Company's President and CEO, executed a stock purchase agreement with First Legacy Management LLC, which acquired 4,000,000 shares of common stock, representing 80% ownership of the Company. First Legacy Management LLC paid $350,000.00 in cash. Simultaneous with this transaction, Mr. Olaf Robak resigned from his official positions as Director, CEO, CFO, President, Treasurer and Secretary of the Company, and on the same day the shareholders of the Corporation voted Mr. Antonio Treminio as Director & CEO.

 

On March 9, 2017 FINRA notified the Company that request for symbol change was approved. Effective March 13, 2017 the Company’s common stock began trading under the symbol MGBR.

 

On June 28, 2017, the Company executed an Asset Assignment Agreement (“Asset Assignment Agreement”) with Richard L. Chang Holding’s LLC (“Holdings LLC”), pursuant to which Holdings was issued be 60,000,000 shares of the Company’s common stock and 2,000,000 restricted, non-convertible, non-dividend paying shares of the Company’s preferred stock with 1000 to 1 voting rights over shares of the Company’s common stock. In consideration of these share issuances, Holdings LLC has assigned to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE” and all related intellectual property, inventions and trade secrets, data, and clinical study results. Additionally, pursuant to the terms of the Asset Assignment Agreement, upon the Company receiving a minimum of $1,000,000 in equity financing, Holdings shall assign to the Company all of its rights, title and interest to United States Utility Patent Application No USPTO Application No. 15/385,862 filed on December 20, 2016, titled ”COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF STROKE” and all related intellectual property, inventions and trade secrets, data, and clinical study resultsThe Asset Assignment Agreement grants to Holdings LCC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assigns. As of May 31, 2018, the Company has not raised any capital towards the $1,000,000 requirement. As of the filing of this report Holdings LLC has not exercised its right of reversion under the Asset Assignment Agreement. 

 

On July 18, 2017, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, HypGen Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “HypGen Inc” and our Articles of Incorporation have been amended to reflect this name change.

 

On August 1, 2017, the Company changed its name to Hypgen Inc. to more accurately reflect the Company’s new strategic direction as it focuses its efforts on developing therapeutic treatment options for Parkinson's disease. Effective with the name change the Company’s trading symbol was changed to HPGN with OTC Markets.

 

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SUBSEQUENT EVENTS

 

On June 1, 2018, the Company entered into a two-year consulting agreement with Richard L. Chang, Holdings LLC, a related party, an entity controlled by director, Richard L. Chang.  Under the terms of the agreement the Company will compensate the consultant at the rate of $20,000 per monthly for services provided assisting in the area clinical operations, managing their patents and other intellectual property as well as assisting the Company in scientific and technical matters concerning manufacturing the drug, research and development.

 

On June 25, 2018, the Company issued a promissory note in the amount of $4,000 to Imagic, a related party. The note matures on June 25, 2019 and bears 5% interest.

 

On July 5, 2018, the Company entered into a Termination and Share Cancellation Agreement with Rafferty Finances, S.A. (“Rafferty”) pursuant to which the Company and Rafferty agreed to (i) the rescission and termination of the Consulting Agreement and Common Stock Purchase Warrant dated June 28, 2017 between the Company and Rafferty; (ii) the cancellation of 5,000,000 shares of Company common stock previously issued to Rafferty; (iii) Rafferty’s assistance to the Company to complete the cancellation of an additional 469,500 shares of Company common stock; and (iv) the issuance of 500,000 shares of Company common stock to Rafferty.   The foregoing is only a brief description of the material terms of the Termination and Share Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreement which is filed as an exhibit to this Current Report. The issuance of the shares of common stock was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the securities was an accredited investor.

 

On July 5, 2018, the Company entered into a Termination and Share Cancellation Agreement with Brighton Capital Ltd. (“Brighton”) pursuant to which the Company and Brighton agreed to (i) the rescission and termination of the Consulting Agreement and Common Stock Purchase Warrant dated June 28, 2017 between the Company and Brighton; and (ii) the cancellation of 5,500,000 shares of Company common stock from the 6,000,000 shares of Company common stock previously issued to Brighton.  The foregoing is only a brief description of the material terms of the Termination and Share Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder.

 

On July 9, 2018, the Company entered into a Cancellation Agreement with certain shareholders of the Company pursuant to which the Company and the shareholders agreed to the cancellation of a total of 74,999,998 shares.  In consideration of the share cancellations and provided that the Company raises a minimum of $1,000,000 in equity financing on or before June 28, 2019, Richard L. Chang Holding’s, LLC agreed to waive its right of reversion of the patent assets contributed to the Company pursuant to the Asset Assignment Agreement dated June 28, 2017.  The foregoing is only a brief description of the material terms of the Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder.

 

On July 9, 2018, the Company entered into a Warrant Amendment Agreement with certain warrant holders of the Company pursuant to which the Company and the warrant holders agreed to amend warrants previously issued to them to reduce the number of warrants in the total amount of 10,000,000.  In consideration of the amendment and provided that the Company raises a minimum of $1,000,000 in equity financing on or before June 28, 2019, Richard L. Chang Holding’s, LLC agreed to waive its right of reversion of the patent assets contributed to the Company pursuant to the Asset Assignment Agreement dated June 28, 2017.  The foregoing is only a brief description of the material terms of the Warrant Amendment Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. 

 

On October 1, 2018, Imagic, LLC granted the Company a two-year extension to a 5%, one-year, promissory note dated September 14, 2017, having a principal amount of $6,000. Imagic, LLC, is wholly owned by Ben Chang, son of Director Richard L. Chang and Chief Executive Officer of Rich Pharmaceuticals, Inc.

 

On October 1, 2018, Richard L. Chang Holdings granted a two-year extension to a 5%, one-year, promissory note dated November 3, 2017, having a principal amount of $5,000. Richard L. Chang Holdings is controlled by director Richard L. Chang. The note matures on November 3, 2018 and bears 5% interest.

 

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Product

 

For the fiscal year ended May 31, 2018 the comparative financials are presented with the former line of business of the sale and distribution of office chair products such as office chairs as well as office chairs accessories to wholesalers. The office chair products segment was officially discontinued as of August 8, 2017. The office chair products segment is reflected in discontinued operations for the periods presented.

 

As of this report date, the Company has shifted its focus to reflect its new strategic direction to focus its efforts on developing therapeutic treatment options for Parkinson's disease.

 

Our Suppliers

 

The Company has not identified a supplier for its Parkinson’s diseases related drug currently in phase II trials.

 

Sales and Marketing Strategy

 

As of this report date, the Company has shifted its focus to reflect its new strategic direction to focus its efforts on developing therapeutic treatment options for Parkinson's disease.

 

Parkinson's disease is a chronic and progressive movement disorder. Symptoms continue and worsen over time. Nearly one million people in the U.S. suffer with Parkinson's disease. The cause is unknown, and although there is presently no cure, there are treatment options such as medication and surgery to manage its symptoms. Parkinson's disease involves the malfunction and death of vital nerve cells in the brain, called neurons. Parkinson's primarily affects neurons in an area of the brain called the substantia nigra. Some of these dying neurons produce dopamine, a chemical that sends messages to the part of the brain that controls movement and coordination. As Parkinson's disease progresses, the amount of dopamine produced in the brain decreases, leaving a person unable to control movement normally. The specific group of symptoms that some individuals experience varies from person to person. For more information, please see: Parkinson's Disease Foundation http://www.pdf.org About HypGen, Inc., formerly Mega Bridge, Inc. HypGen intends to focus its efforts on developing therapeutics treatment for Parkinson's disease. HypGen has been assigned all of the right, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016 (the "Patent Application"), titled "COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON'S DISEASE" and all related intellectual property, inventions and trade secrets, data, and clinical study results.

 

We have recently acquired seminal intellectual property that has demonstrated a potential to reduce the destruction of neurons that have been associated with Parkinson's disease. The Company will update investors as we progress with our plans to conduct clinical studies to assess potential treatment options for Parkinson's disease based upon this intellectual property platform.

 

As reflected in discontinued operations, the Company sold and distributed of office chair products such as office chairs as well as office chairs accessories to wholesalers.

 

Competition

 

The level of competition in the medical treatment field is extremely high and dependent on government approval through the Food and Drug Administration. Trials may take a long time and be very expensive. Many of our established competitors have developed a brand or brands which are very established and familiar to customers. Brand recognition is often translated in the consumer’s mind as trust. Potential customers may prefer similar products of more recognized competitors’ products over ours. Our competitors may have the ability to shift profits from other brands to a completive product whereby aggressive being able to control pricing, research and development as well as the ability to allocate greater resources to drug trials. Economies of scale, established business processes and established distribution networks would make it easier for our larger established competitors to effectively bring products to market, negotiate price discounts with their suppliers which would leave us at a disadvantage. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many of these companies may have a greater, more established customer base than us. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

 

Marketing and Sales Distribution Agreement with our supplier

 

In our current line of business, the Company is not party to any marketing or sales distribution agreements.

 

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Reports to Security Holders

 

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

 

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

 

Environmental Regulations

 

We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

 

Government Regulation

 

Pharmaceutical companies are subject to extensive regulation by government authorities in the countries in which they do business. Certain laws and regulations that govern our business are discussed below.

 

General. Our business has been and will continue to be subject to numerous laws and regulations. Failure to comply with these laws and regulations, including those governing the manufacture and marketing of our products, could subject us to administrative and legal proceedings and actions by various governmental bodies. Criminal charges, substantial fines and/or civil penalties, warning letters and product recalls or seizures, delays in product approvals, as well as limitations on our ability to conduct business in applicable jurisdictions, could result from such proceedings and actions.

 

In the United States

 

Drug Regulation. In the U.S., biopharmaceutical products are subject to extensive pre- and post-market regulations by the Food and Drug Administration (“FDA”), including regulations that govern the testing, manufacturing, safety, efficacy, labeling and storage of our products, record keeping, advertising and promotion. Our products are also subject to post-market surveillance under the United States Federal Food, Drug, and Cosmetic Act (“FFDCA”) and its implementing regulations with respect to drugs, as well as the Public Health Service Act and its implementing regulations with respect to biologics. The FDA also regulates our Consumer Healthcare products.

 

Other U.S. federal agencies, including the Drug Enforcement Administration (“DEA”), also regulate certain of our products. The U.S. Federal Trade Commission has the authority to regulate the advertising of consumer healthcare products, including OTC drugs and dietary supplements. Many of our activities also are subject to the jurisdiction of the SEC.

 

Before a new biopharmaceutical product may be marketed in the U.S., the FDA must approve a New Drug Application “ NDA” for a new drug or a Biologic License Application (“BLA”) for a biologic. The steps required before the FDA will approve an NDA or BLA generally include preclinical studies followed by multiple stages of clinical trials conducted by the study sponsor; sponsor submission of the application to the FDA for review; the FDA’s review of the data to assess the drug’s safety and effectiveness; and the FDA’s inspection of the facilities where the product will be manufactured.

 

Before a generic drug may be marketed in the U.S., the FDA must approve an abbreviated new drug application (“ANDA”). The ANDA review process typically does not require new preclinical and clinical studies, because it relies on the studies establishing safety and efficacy conducted for the referenced drug previously approved through the NDA process. The ANDA process, however, does require the sponsor to conduct one or more bioequivalence studies to show that the ANDA drug is bioequivalent to the previously approved referenced brand drug, submission of an application to the FDA for review, and the FDA’s inspection of the facilities where the product will be manufactured.

 

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As a condition of product approval, the FDA may require a sponsor to conduct post-marketing clinical studies, known as Phase 4 studies, and surveillance programs to monitor the effect of the approved product. The FDA may limit further marketing of a product based on the results of these post-market studies and programs. Any modifications to a drug or biologic, including new indications or changes to labeling or manufacturing processes or facilities, may require the submission and approval of a new or supplemental NDA or BLA before the modification can be implemented, which may require that we develop additional data or conduct additional preclinical studies and clinical trials. Our ongoing manufacture and distribution of drugs and biologics is subject to continuing regulation by the FDA, including recordkeeping requirements, reporting of adverse experiences associated with the product, and adherence to Current Good Manufacturing Practices (“cGMPs”), which regulate all aspects of the manufacturing process. We are also subject to numerous regulatory requirements relating to the advertising and promotion of drugs and biologics, including, but not limited to, standards and regulations for direct-to-consumer advertising. Failure to comply with the applicable regulatory requirements governing the manufacture and marketing of our products may subject us to administrative or judicial sanctions, including warning letters, product recalls or seizures, delays in product approvals, injunctions, fines, civil penalties and/or criminal prosecution.

 

Sales and Marketing. The marketing practices of U.S. biopharmaceutical companies are generally subject to various federal and state healthcare laws that are intended to prevent fraud and abuse in the healthcare industry and protect the integrity of government healthcare programs. These laws include anti-kickback laws and false claims laws. Anti-kickback laws generally prohibit a biopharmaceutical company from soliciting, offering, receiving, or paying any remuneration to generate business, including the purchase or prescription of a particular product. False claims laws generally prohibit anyone from knowingly and willingly presenting, or causing to be presented, any claims for payment for goods (including drugs) or services to third-party payers (including Medicare and Medicaid) that are false or fraudulent and generally treat claims generated through kickbacks as false or fraudulent. Violations of fraud and abuse laws may be punishable by criminal or civil sanctions and/or exclusion from federal healthcare programs (including Medicare and Medicaid). The federal government and various states also have enacted laws to regulate the sales and marketing practices of pharmaceutical companies. The laws and regulations generally limit financial interactions between manufacturers and healthcare providers; require disclosure to the federal or state government and public of such interactions; and/or require the adoption of compliance standards or programs. Many of these laws and regulations contain ambiguous requirements or require administrative guidance for implementation. Individual states, acting through their attorneys general, have become active as well, seeking to regulate the marketing of prescription drugs under state consumer protection and false advertising laws. Given the lack of clarity in laws and their implementation, our activities could be subject to the penalties under the pertinent laws and regulations.

 

Pricing and Reimbursement. Pricing for our pharmaceutical products depends in part on government regulation. Government and private third-party payers routinely seek to manage utilization and control the costs of our products. Given certain states’ current and potential ongoing fiscal crises, a growing number of states are considering a variety of cost-control strategies, including capitated managed care plans that typically contain cost by restricting access to certain treatments. In addition, we expect that consolidation and integration of pharmacy chains and wholesalers, who are the primary purchasers of our pharmaceutical products in the U.S., will increase competitive and pricing pressures on pharmaceutical manufacturers, including us.

 

Anti-Corruption. The FCPA prohibits U.S. corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA includes interactions with certain healthcare professionals in many countries. Other countries have enacted similar anti-corruption laws and/or regulations.

 

Outside the United States

 

We may encounter similar regulatory and legislative issues in most other countries.

 

Available Information

 

All reports of the Company filed with the SEC are available free of charge through the SEC’s web site at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

 

Employees

 

At May 31, 2018 the Company had three employees and a consultant, dedicating substantially all of his time to the affairs of the Company. Formerly, Antonio Treminio, acted as Chief Executive Officer and sole director who devoted substantially all of his time to the affairs of the Company until his resigned as a director of the Company and Chief Executive Officer effective June 28, 2017. As of the August 29, 2017 the Company has entered into several agreements with consultants to support the Company’s new strategic direction as it focuses its efforts on developing therapeutic treatment options for Parkinson's disease.

 

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Offices

 

The Company’s main office is located at 1999 Avenue of the Stars Suite 1100 Century City, California 90067. The Company’s main phone number is (424) 253-1210.

 

The former business office and head of our discontinued operations is located at 5 Garbary, Gdansk, Poland 80327. On May 29, 2015 the Company purchased a 500 sq. feet of office in a stand along the building for $13,653, reflected in assets from discontinued operations.

 

ITEM 1A. RISK FACTORS

 

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

RISKS ASSOCIATED TO OUR BUSINESS

 

We have sustained recurring losses since inception and expect to incur additional losses in the foreseeable future.

 

We were formed on March 26, 2015 and have reported annual net losses since inception. For our years ended May 31, 2018 and 2017, we experienced net losses of $892,248 and $205,287, respectively. We used cash in operating activities of $356,334 and $192,050 in 2018 and 2017, respectively. As of May 31, 2018, we had an accumulated deficit of $1,129,153.

 

In addition, we expect to incur additional losses in the foreseeable future, and there can be no assurance that we will ever achieve profitability. Our future viability, profitability and growth depend upon our ability to successfully operate, expand our operations and obtain additional capital. There can be no assurance that any of our efforts will prove successful or that we will not continue to incur operating losses in the future. Our management is devoting substantially all of its efforts to developing its product and there can be no assurance that our efforts will be successful. There is no assurance that can be given that management’s actions will result in our profitable operations or the resolution of our liquidity problems.

 

We are a development stage company and have commenced limited operations in our business. We expect to incur operating losses for the foreseeable future.

 

We were incorporated on March 26, 2015 and to date have been involved primarily in organizational activities, getting initial sales, reflected in discontinued operations. We have commenced limited business operations and are pursuing a new line of business. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We anticipate that we will incur increased operating expenses without realizing increase in revenues. We expect to incur losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming and if we fail to secure additional capital we may lose the right to use the patent and thus, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

Regulations are constantly changing, and in the future our business may be subject to additional regulations that increase our compliance costs.

 

We believe that we understand the current laws and regulations to which our products will be subject in the future. However, federal, state and foreign laws and regulations relating to the sale of our products are subject to future changes, as are administrative interpretations of regulatory agencies. If we fail to comply with such federal, state or foreign laws or regulations, we may fail to obtain regulatory approval for our products and, if we have already obtained regulatory approval, we could be subject to enforcement actions, including injunctions preventing us from conducting our business, withdrawal of clearances or approvals and civil and criminal penalties. In the event that federal, state, and foreign laws and regulations change, we may need to incur additional costs to seek government approvals, in addition to the clearance we intend to seek from the U.S. Food and Drug Administration in order to sell or market our products. If we are slow or unable to adapt to changes in existing regulatory requirements or the promulgation of new regulatory requirements or policies, we or our licensees may lose marketing approval for our products which will impact our ability to conduct business in the future.

 

 7 
   

 

We face strong competition from larger and well-established drug companies, which could harm our business and ability to operate profitably.

 

Our industry is competitive. There are many different drug companies that are far better funded products distributors. Even though the industry is highly fragmented, it has a number of large and well-established companies, which are profitable and have developed a brand name. Aggressive marketing tactics and established distribution markets implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in our market.

 

If we do not attract customers, we will not make a profit, which ultimately will result in a cessation of operations.

 

We do not currently have a product approved to bring to market. We may not obtain approval from the Food and Drug Administration. Even if we obtain approval for our product and develop a market for our product, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot obtain approval for our products at prices which generate a profit.

  

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to operate profitably. If we do not make a profit, we will suspend or cease operations.

 

Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our products known to potential customers. Because we will be limiting our marketing activities, we may not be able to establish a market and operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

 

We rely on key officers, consultants and scientific and medical advisors, and their knowledge of our business and technical expertise would be difficult to replace.

 

We are highly dependent on our officers, consultants and scientific and medical advisors because of their expertise and experience in medical device development. We do have a “key man” life insurance policy for our Chief Executive Officer. If we are unable to obtain additional funding, we will be unable to meet our current and future compensation obligations to such employees and consultants. In light of the foregoing, we are at risk that one or more of our consultants or employees may leave our company for other opportunities where there is no concern about such employers fulfilling their compensation obligations, or for other reasons. The loss of the technical knowledge and management and industry expertise of any of our key personnel could result in delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect our results of operations.

 

Any additional funding, we arrange through the sale of our common stock will result in dilution to existing shareholders.

 

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of an investor's shares.

 

As an "emerging growth company" under the jobs act, we are permitted to rely on exemptions from certain disclosure requirements.

 

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
   
provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting;
   
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
   
submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and
   
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive's compensation to median employee compensation.

 

 8 
   

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

 

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

The trading in our shares will be regulated by the securities and exchange commission rule 15g-9 which established the definition of a "penny stock."

 

Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $2,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

We are not currently registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We have contacted a market maker to apply to have the shares quoted on the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

 9 
   

 

We will incur ongoing costs and expenses for sec reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

We are required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We have contacted a market maker to apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board.

 

We may be exposed to potential risks and significant expenses resulting from the requirements under section 404 of the Sarbanes-Oxley act of 2002.

 

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. If our business develops and grows, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

 

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. However, as an "emerging growth company," as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

 

Risks Relating to Our Organization and Our Common Stock

 

We are a publicly registered company that is subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from other projects, thus impairing our ability to grow.

 

We are a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we remained private.

 

We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

 

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that our internal controls and procedures are currently not effective to detect the inappropriate application of U.S. GAAP rules. Management realizes there are deficiencies in the design or operation of our internal control that adversely affect our internal controls which management considers to be material weaknesses including those described below:

 

We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

 

We do not have an audit committee. While not being legally obligated to have an audit committee, it is our view that to have an audit committee, comprised of independent board members, is an important entity-level control over our financial statements.
   
We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected and constituted a material weakness.
   
We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP.
   
We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

 

 10 
   

 

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

 

FINRA sales practice requirements 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. The FINRA requirements make it more difficult for 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.

 

Public company compliance may make it more difficult for us to attract and retain officers and directors.

 

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

 

The market price and trading volume of shares of our common stock may be volatile.

 

The market price of our common stock could fluctuate significantly for many reasons, including reasons unrelated to our specific performance, such as limited liquidity for our stock, reports by industry analysts, investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other large companies within our industry experience declines in their share price, our share price may decline as well. Fluctuations in operating results or the failure of operating results to meet the expectations of public market analysts and investors may negatively impact the price of our securities. Quarterly operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular quarter, including vulnerability of our business to a general economic downturn, changes in the laws that affect our products or operations, competition, compensation related expenses, application of accounting standards and our ability to obtain and maintain all necessary government certifications and/or licenses to conduct our business. In addition, when the market price of a company’s shares drops significantly, stockholders could institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

 

 11 
   

 

We may not pay dividends in the future. Any return on investment may be limited to the value of our common stock.

 

We do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

 

Our common stock is currently considered a “penny stock,” which may make it more difficult for our investors to sell their shares.

 

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 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 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 SEC 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.

 

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

 

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 

Market for Securities

 

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. We have a market maker who has filed an application with the Financial Industry Regulatory Authority ("FINRA") for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers must remain current in their quarterly and annual filings with the SEC. If we are not able to pay the expenses associated with our reporting obligations we will not be able to continue the quotation on the OTC Bulletin Board. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop. 

 

Risks Relating to Our Organization and Our Common Stock

 

We are a publicly registered company that is subject to the reporting requirements of federal securities laws, which can be expensive and may divert resources from other projects, thus impairing our ability to grow.

 

We are a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we remained private.

 

 12 
   

 

We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price. 

 

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that our internal controls and procedures are currently not effective to detect the inappropriate application of U.S. GAAP rules. Management realizes there are deficiencies in the design or operation of our internal control that adversely affect our internal controls which management considers to be material weaknesses including those described below:

 

We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

 

We do not have an audit committee. While not being legally obligated to have an audit committee, it is our view that to have an audit committee, comprised of independent board members, is an important entity-level control over our financial statements.
   
We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.
   
We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP.
   
We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

  

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

 

Public company compliance may make it more difficult for us to attract and retain officers and directors.

 

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

 

The market price and trading volume of shares of our common stock may be volatile.

 

The market price of our common stock could fluctuate significantly for many reasons, including reasons unrelated to our specific performance, such as limited liquidity for our stock, reports by industry analysts, investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other large companies within our industry experience declines in their share price, our share price may decline as well. Fluctuations in operating results or the failure of operating results to meet the expectations of public market analysts and investors may negatively impact the price of our securities. Quarterly operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular quarter, including vulnerability of our business to a general economic downturn, changes in the laws that affect our products or operations, competition, compensation related expenses, application of accounting standards and our ability to obtain and maintain all necessary government certifications and/or licenses to conduct our business. In addition, when the market price of a company’s shares drops significantly, stockholders could institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

 

 13 
   

 

We may not pay dividends in the future. Any return on investment may be limited to the value of our common stock.

 

We do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

 

Our common stock is currently considered a “penny stock,” which may make it more difficult for our investors to sell their shares.

 

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 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 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 SEC 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.

 

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

 

If our stockholders sell substantial amounts of our common stock in the public market, or upon the expiration of any statutory holding period under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES.

 

The Company’s business office is located at 1999 Avenue of the Stars Suite 1100 Century City, California 90067. The former Company headquarters and head of our discontinued operations was located at 5 Garbary, Gdansk, Poland 80327. On May 29, 2015 the Company purchased a 500 sq. feet of office in a stand along the building for $13,653, reflected in assets from discontinued operations. During the year ended May 31, 2018, the Company has fully reserved the value of this building for loss as it has no access or economic use of the building an is in the process of formally disposing of the building.

 

ITEM 3. LEGAL PROCEEDINGS.

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions. 

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

 14 
   

 

PART II

 

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

 

Holders of our Common Stock

 

As of September 27, 2018, there were 17 registered stockholders, holding 50,000,502 shares of our issued and outstanding common stock.

 

Dividend Policy

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

  1. We would not be able to pay our debts as they become due in the usual course of business; or
     
  2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

n/a

 

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, 2018.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not Applicable.

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this report, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are "forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our Company and management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

  

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties' control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

 

 15 
   

 

Results of Discontinued and Continuing Operations

 

Discontinued Operations

 

We have generated no revenue for the year ended May 31, 2018 compared to $73,171 for the same period in the prior year. We had no cost of goods sold for the year ended May 31, 2018 compared to $53,197 for the same period in the prior year resulting in no gross profit of compared to $19,974 for the year ended May 31, 2017. For the years ended May 31, 2018 and 2017, our operating expenses were comprised of selling, general and administrative expenses of $11,757 and $3,910, respectively, resulting in a net loss of $11,757 compared to a net profit of $16,064 for the year ended May 31, 2017. Our selling, general and administrative expenses consisted of an impairment loss on assets from discontinued operations and administrative fees and depreciation.

 

Continuing Operations

 

During the years ended May 31, 2018 and 2017, we generated no revenue with no cost of goods sold being, resulting in no gross profit. Our operating expenses for the same period were comprised of general and administrative expenses of $638,777 and $218,257, respectively resulting in a net losses of $892,248 and $205,187. Our general and administrative expenses consisted of filing fees, banks fees, travel expense, rent, stock issuance costs, marketing and advertising.

 

Liquidity and Capital Resources

 

At May 31, 2018, we had no cash or cash equivalents compared to $8,415 in the prior year. We will need to raise cash through a combination of proceeds from private placements of our securities, loans and convertible notes. Our cash requirements are generally for research and development, product development, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and settlement of debt through the next 12 months.

 

Our operating activities used cash of $356,344 for the year ended May 31, 2018, and we used cash in operations of $192,050 during the same period in 2017. The principal elements of cash flow from operations for the year ended May 31, 2018 included our net loss of $892,248, warrants and stock issued to consultants of $66,567, accrued expenses and payables of $204,962, increased accrued interest of $43,170 and $30,000 of non-cash interest expense.

 

For the years ended May 31, 2018 and 2017 the Company didn’t receive any cash through investing activities. During the year ended May 31, 2018, the Company used $101,939 in investing activities which included $100,000 paid for a license agreement and $1,939 paid for equipment.

 

Cash provided in our financing activities was $449,858 for the year ended May 31, 2018, compared to $$200,000 of cash generated during the comparable period in 2017 primarily as the result of $215,000 more in proceeds from convertible notes and $34,630 provided by a related party in the form of loans and direct payments.

 

Our total assets at May 31, 2018 were $1,481 which was equipment net of depreciation. Our total assets at May 31, 2017 were $22,172 which was $8,415 in cash, $2,000 of prepaid expenses and $11,757 in assets from discontinued operations. Current liabilities increased from $215,077 at May 31, 2017 to $343,067 at May 31, 2018. The increase in liabilities was primarily attributable to accrued payroll of $185,152, increase in funds provided from a related party in the amount $34,630, an increase in accrued interest of $43,170 and an increase in accounts payable of $19,811 offset by a decrease in Convertible notes of $155,000.

 

On November 15, 2017, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. The purchase price of the shares of Company common stock will be equal to 80% of the market price (as determined in the Equity Financing Agreement) calculated at the time of purchase. The Company filed the Form S-1 Registration Statement for the Equity Financing Agreement on December 7, 2017. The Company withdrew the Form S-1 Registration Statement on February 12, 2018 based on the comments from the SEC regarding the Company’s inability to use the Form S-1 Registration Statement to register the shares of common stock.

 

In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $15,000 (the “Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bear interests at the rate of 10% and must be repaid on or before August 14, 2018 (the “Maturity Date”). The Company may repay the Note at any time before the Maturity Date. The amounts under the Note may be converted by GHS at any time after the Maturity Date into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion (as determined in the Note).

 

 16 
   

 

GOING CONCERN CONSIDERATION

 

We have generated $236,866 revenues since inception, as reflected in discontinued operations. As of May 31, 2018, the Company had an accumulated deficit of $1,129,153. Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

OFF BALANCE SHEET ARRANGEMENTS.

 

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

 

Critical Accounting Policies

 

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in shareholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (1) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (2) the date at which the counterparty’s performance is complete. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services.

 

Impairment of Long-Lived Assets

 

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

 

Recent Accounting Pronouncements

 

 In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company does not anticipate this standard having an impact on its consolidated financials.

 

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

 

As the Company is a “smaller reporting company,” this item is inapplicable.

 

 17 
   

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

Report of Independent Registered Public Accounting Firm (Current Firm) F-1  
Report of Independent Registered Public Accounting Firm (Predecessor Firm) F-2  
Balance Sheets F-3  
Statements of Operations F-4  
Statements of Cash Flows F-5  
Statements of Changes in Stockholders’ Deficit F-6  
Notes to Financial Statements F-7  

 

 18 
   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders
of Hypgen, Inc.
Century City, California

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Hypgen, Inc. (“the Company”) as of May 31, 2018 and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant working capital deficit, has not yet received significant revenue from sales, and has incurred significant 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 described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Fruci & Associates II, PLLC

 

We have served as the Company’s auditor since 2017.

 

Spokane, Washington

October 3, 2018  

 F-1 
   

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To

The Board of Directors and Shareholders of

Hypgen Inc. (fka Mega Bridge Inc.)

State of Nevada,

USA. 

 

We have audited the balance sheet of Hypgen Inc. (formerly known as Mega Bridge Inc.) as of May 31, 2017 and the related statements of operations, stockholders' equity and cash flows for the fiscal year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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. 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2017 and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America.

 

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

 

 

For Bharat Parikh & Associates

Chartered Accountants

 

/s/ Bharat Parikh

 

CA Bharat Parikh

(Senior Managing Partner)

Registered with PCAOB

Date :- 08/28/2017

Place:- HQ Vadodara GJ, India

 

 F-2 
   

HYPGEN INC
BALANCE SHEETS
    May 31,
    2018   2017
ASSETS        
CURRENT ASSETS                
Cash   $ —       $ 8,415  
Prepaid Expenses     —         2,000  
License asset agreement, net     —         —    
Assets from discontinued operations     —         11,757  
Total current assets     —         22,172  
Property and equipment, net     1,481       —    
TOTAL ASSETS   $ 1,481     $ 22,172  
                 
LIABILITIES AND SSHAREHOLDERS' EQUITY                
LIABILITIES                
Current Liabilities:                
Accrued expenses and payables   $ 31,044     $ 11,233  
Loan payable - related party     34,630       —    
Bank overdraft     228       —    
Accrued salary, wages and taxes     185,152       —    
Liabilities from discontinued operations     —         —    
Accrued interest -including related party     47,014       3,844  
Convertible Note Payable - related party, current portion     —         200,000  
Convertible Notes Payable, net of discounts     45,000       —    
Total Current Liabilities     343,067       215,077  
Other Liabilities                
Convertible Note Payable - related party, net of current portion     400,000       —    
Total Liabilities     743,067       215,077  
                 
Commitments and contingencies     —         —    
                 
SHAREHOLDERS' DEFICIT                
Preferred stock: authorized 2,000,000; $0.001 par value; shares issued and outstanding at May 31, 2018 and no shares issued or authorized as of May 31, 2017     2,000       —    
Common stock: authorized 1,000,000,000; $0.001 par value; 135,800,000 and 5,000,000 shares issued and outstanding at May 31, 2018 and May 31, 2017     135,800       5,000  
Additional Paid in Capital     249,767       39,000  
Accumulated deficit     (1,129,153 )     (236,905 )
Total Shareholders' Deficit     (741,586 )     (192,905 )
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 1,481     $ 22,172  

 

The accompanying notes are an integral part of these financial statements.

 F-3 
   

HYPGEN INC
STATEMENTS OF OPERATIONS
    May 31,
    2018   2017
Continuing Operations:                
Revenue   $ —       $ —    
Cost of Goods Sold:                
Product Purchases     —         —    
Gross Profit     —         —    
                 
Operating Expenses:                
Depreciation and amortization     8,914       910  
Salary and payroll expense     204,269       —    
Professional fees     111,444       56,000  
Consulting fees     270,338       54,000  
General and administrative     43,812       107,347  
Total operating expense     638,777       218,257  
Net income (loss) from operations     (638,777 )     (218,257 )
                 
OTHER (INCOME) EXPENSE                
Interest expense and financing cost, net     73,170       3,844  
Loss on impairment     168,544       —    
Forgiveness of related party debt     —         (750 )
Total other (income) expense     241,714       3,094  
                 
Discontinued Operations:                
Net income (loss) from discontinued operations     (76 )     16,064  
Impairment loss on assets from discontinued operations     (11,681 )     —    
Total Income (loss) from discontinued operations     (11,757 )     16,064  
Net income before income tax provision     (892,248 )     (205,287 )
Provision for income tax     —         —    
Net Loss     (892,248 )     (205,287 )
                 
Basic and diluted net loss per share of common stock:                
Continuing operations   $ (0.008 )   $ (0.044 )
Discontinued Operations     (0.000 )     0.003  
Basic and diluted   $ (0.008 )   $ (0.041 )
                 
Weighted average number of shares outstanding:                
Basic and diluted     117,603,288       5,000,000  

 

The accompanying notes are an integral part of these financial statements.

 F-4 
   

HYPGEN INC
STATEMENTS OF CASH FLOWS
    May 31,
    2018   2017
Operating activities:                
Net loss from continuing operations   $ (880,491 )   $ (221,351 )
Net income (loss) from discontinuing operations     (11,757 )     16,064  
Net Loss     (892,248 )     (205,287 )
Adjustment to reconcile net loss to net cash provided by operations:                
Amortization and depreciation     8,990       910  
Impairment loss on asset     168,544       —    
Loss on impairment on assets held in discontinued operations     11,681       —    
Non-cash interest charges - commitment fees     30,000       3,844  
Related party forgiveness of debt     —         (750 )
Warrants and Shares issued to consultants for services     66,567       —    
Changes in assets and liabilities:                
Decrease (Increase) in prepaid and deposits     2,000       (2,000 )
Increase in accrued interest and finance charges     43,170       —    
Increase in accrued expenses and payables     204,962       11,233  
Net cash used in operating activities     (356,334 )     (192,050 )
Investing activities:                
Cash paid for property and equipment     (1,939 )     —    
Cash paid for license fee     (100,000 )        
Net cash used in investing activities     (101,939 )     —    
Financing activities:                
Proceeds from Convertible note payable - related party     400,000       200,000  
Bank overdraft     228       —    
Proceeds from convertible notes     15,000       —    
Proceeds from related party     4,814       —    
Proceeds from loans - related party     29,816       —    
Net cash provided by financing activities     449,858       200,000  
Net increase (decrease) in cash     (8,415 )     7,950  
Cash, beginning of period     8,415       465  
Cash, end of period   $ —       $ 8,415  
Supplemental disclosure of cash flow information:                
Cash paid during the period                
Taxes   $ —       $ —    
Interest Paid   $ —       $ —    
Non-cash activity:                
Common and Preferred shares issued to acquired license   $ 77,000.00     $ —    
Convertible notes redeemed for common stock   $ 200,000.00     $ —    

 

The accompanying notes are an integral part of these financial statements. 

 F-5 
   

HYPGEN INC
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
For the years ended May 31, 2018 and 2017
                             
      Preferred Stock
Number of
              Common Stock
Number of
             

Additional

Paid in

       Total 
Accumulated
       Shareholders'   
      Shares       Par Value       Shares       Par Value       Capital        Gain (Loss)        Equity  
                                                         
Balance, May 31, 2016     —       $ —         5,000,000     $ 5,000     $ 39,000     $ (31,618 )   $ 12,382  
                                                         
Common Shares issued:                                                        
Share issued for cash     —         —         —         —         —         —         —    
                                                         
Net gain (loss)     —         —         —         —         —         (205,287 )     (205,287 )
Balance, May 31, 2017     —       $ —         5,000,000     $ 5,000     $ 39,000     $ (236,905 )   $ (192,905 )
                                                         
Common Shares issued:                                                        
Share issued for cash     —         —         —         —         —                    
Shares issued under consulting agreements     —         —         55,000,000       55,000       —         —         55,000  
Asset assignment agreement     2,000,000       2,000       75,000,000       75,000       —         —         77,000  
Shares issued for debt conversion     —         —         800,000       800       199,200       —         200,000  
Warrants issued to consultants     —         —         —         —         11,567       —         11,567  
Net gain (loss)     —         —         —         —         —         (892,248 )     (892,248 )
Balance, May 31, 2018     —       $ 2,000       135,800,000     $ 135,800     $ 249,767     $ (1,129,153 )   $ (741,586 )

 

The accompanying notes are an integral part of these financial statements.

 F-6 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

 

Nature of Business

 

HYPGEN INC. (formerly MEGA BRIDGE INC) (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on March 26, 2015.

 

We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Exchange Act.

 

As an emerging growth company, we are exempt from:

 

Section 14A (a) and (b) of the Exchange Act, which requires companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;

 

The requirement to provide in any registration statement periodic report or other report to be filed with the Securities and Exchange Commission, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;

 

Compliance with new or revised accounting standards until those standards are applicable to private companies;

 

The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and

 

Any Public Company Accounting Oversight Board ("PCAOB") rules regarding mandatory audit firm rotation, or an expanded auditor report and any other PCAOB rules subsequently adopted, unless the Securities and Exchange Commission determines the new rules are necessary for protecting the public.

 

We have not elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.

 

Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to HYPGEN INC.

 

On January 18th, 2017, Olaf Robak, the Company's President and CEO, executed a stock purchase agreement with First Legacy Management LLC, which acquired 4,000,000 shares of common stock, representing 80% ownership of the Company. First Legacy Management LLC paid $350,000 in cash. Simultaneous with this transaction, Mr. Olaf Robak resigned from his official positions as Director, CEO, CFO, President, Treasurer and Secretary of the Company, and on the same day the shareholders of the Corporation voted Mr. Antonio Treminio as Director & CEO (Mr. Treminio subsequently resigned as a director and CEO effective as of June 28, 2017).

 

On March 9, 2017, FINRA notified the Company that request for symbol change was approved. Effective March 13, 2017, the Company’s common stock began trading under the symbol MGBR.

 

 F-7 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

 

Nature of Business (Continued)

 

On June 28, 2017, the Company executed an Asset Assignment Agreement (“Asset Assignment Agreement”) with Richard L. Chang Holding’s LLC (“Holdings LLC”), pursuant to which Holdings was issued 60,000,000 shares of the Company’s common stock and 2,000,000 restricted, non-convertible, non-dividend paying shares of the Company’s preferred stock with 1000 to 1 voting rights over shares of the Company’s common stock. In consideration of these share issuances, Holdings LLC has assigned to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE” and all related intellectual property, inventions and trade secrets, data, and clinical study results. Additionally, the Company issued 15,000,000 common shares to Rich Pharmaceuticals, Inc. for use of the clinical trial under an Investigational New Drug Application. Additionally, pursuant to the terms of the Asset Assignment Agreement, upon the Company receiving a minimum of $1,000,000 in equity financing, Holdings shall assign to the Company all of its rights, title and interest to United States Utility Patent Application No USPTO Application No. 15/385,862 filed on December 20, 2016, titled ”COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF STROKE” and all related intellectual property, inventions and trade secrets, data, and clinical study resultsThe Asset Assignment Agreement granted to Holdings LLC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the event the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assignees. As of May 31, 2018, the Company has not raised any capital towards the $1,000,000 requirement. As of the filing of this report Holdings LLC has not exercised its right of reversion under the Asset Assignment Agreement.

 

On June 28, 2017, the Company discontinued operations of its office products sales and distribution segment.

 

On July 11, 2017, the Board of Directors of the Company appointed Dr. Moretz as the Chief Financial Officer of the Company.

 

On July 18, 2017, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, HypGen Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “HypGen Inc” and our Articles of Incorporation have been amended to reflect this name change.

 

On August 1, 2017, the Company changed its name to HypGen Inc. to more accurately reflect the Company’s new strategic direction as it focuses its efforts on developing therapeutic treatment options for Parkinson's disease. Effective with the name change the Company’s trading symbol was changed to HPGN with OTC Markets.

 

Going Concern

 

As indicated in the accompanying financial statements, the Company has incurred net losses of $892,248 and $205,287 for the years ended May 31, 2018 and 2017, respectively. Management’s plans include the raising of capital through related and third parties to fund future operations of pushing its Parkinson’s disease drug through phase II drug trials in order to obtain approval from the food and drug administration (“FDA”). Failure to raise adequate capital during the testing and approval seeking process may force the Company to curtail or cease operations. Additionally, even if the Company raises sufficient capital to support its operating expenses, there can be no assurances that FDA approval will be granted whereby no revenue from target project will ever be recognized to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 F-8 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At May 31, 2018 and 2017, the Company had no cash equivalents.

 

Property and Equipment and Depreciation

 

Property and equipment is stated at cost and is depreciated using the straight-line method over the estimated useful lives of the respective assets. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations.

 

Intangible Assets

 

Intangible assets consisted of a licensing fee under an asset assignment agreement for a patent which was granted November 10, 2016. At the time of the assignment on June 28, 2017, the patent had a remaining life of 19 years and 135 days, which the Company had determined to be the remaining useful life of the patent whereby total investment was to be amortized on a straight-line basis over this period. In exchange for the rights to the intellectual property the Company paid $100,000 in cash, issued 2,000,000 preferred shares and 75,000,000 commons shares. The total investment was valued at $177,000.

 

During the year ended May 31, 2018, the Company analyzed its intangible asset for the purposes of impairment testing. Although management believes that the asset has real economic value, the expense of an independent valuation is not something the Company is interested in doing, whereby the cost of this analysis could exceed the value of the asset.  Conversely, the Company’s asset analysis is not objectively able to prove with any degree of certainty that it will ever see positive cashflow from its efforts.  This industry is very complicated, risky and unpredictable as it relates to ultimate drug approval or even the sale of the asset.  Due to a cost prohibitive asset valuation, uncertainty that the product can be brought to market or be sold and the fact that the that acquisition was from a related party the Company feels that is should fully impair the asset at this time.  

 

Impairment of Long-Lived Assets

 

Long-lived assets, primarily fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. The Company will perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company would recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value.

 

 F-9 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Loss Per Common Share

 

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260 Earnings per Share (“EPS”) which requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of Common Stock and Common Stock equivalents outstanding during the periods; however, potential common shares are excluded for period in which the Company incurs losses, as their effect is anti-dilutive. For the years ended May 31, 2018 and 2017 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these periods. At May 31, 2018, the Company had potentially dilutive instruments in the form of 60,000,000 common stock warrants with a cashless exercise provision outstanding as well as 1,965,954 common shares issuable upon the conversion of outstanding principal and interest on convertible notes.

 

Stock-Based Compensation

 

The Company accounts for Stock-Based Compensation under ASC 718 “Compensation-Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

The Company accounts for stock-based compensation awards to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted on the grant date as either the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Any stock options or warrants issued to non-employees are recorded in expense and an offset to additional paid-in capital in stockholders’ equity/(deficit) over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options or warrants at the end of each period.

 

The Company issues stock to consultants for various services. The costs for these transactions are measured at the fair value on the grant date of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company recognized consulting expense and a corresponding increase to additional paid-in-capital related to stock issued for services over the term of the related services.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

· Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

· Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

· Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2018.

 

 F-10 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (Continued)

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet date.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current period presentation. The reclassifications had no effect on the net loss or cash flows of the Company.

 

Revenue Recognition

 

The Company recognizes revenues in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

 

Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.

 

Customers of our discontinued operation paid for their product at the time we are advised by the manufacturer/distributor that the product is ready for shipment or pick-up. The Company recognizes revenue when the pre-paid product has been delivered to, or picked up by, the customer. In the event there is a significant delay between the date the customer pre-pays for the product and the delivery or pick-up of the product, revenue would be deferred until the customer accepts delivery of the product. Under our current operations we do not expect to recognize revenue until we receive FDA approval to sell our Parkinson’s disease drug commercially.

 

Research and Development

 

The Company expenses research and development costs as incurred. Research and development costs were $0 for the years ended May 31, 2018 and 2017. The expense in the prior year is reflected in discontinued operations. The Company anticipates substantial expense as it conducts phase II trials and tries to move its product to market along with the development of its other products. The Company will also evaluate products and technologies in the medical products space, with its main focus on Parkinson’s Disease. As the Company continues to develop its products and relationships in these areas’ resultant expenses for trademark filings, license agreements, product development and design materials will be expensed as research and development. Some costs may be accumulated for subsidiaries prior to formation of entities.

  

Income Taxes

 

We will use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to May 31, 2018. We expect to incur significant expenses in future periods which will offset any net profit.

 

 F-11 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements

 

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” which addresses accounting for issuance of all share-based payments on the same accounting model. Previously, accounting for share-based payments to employees was covered by ASC Topic 718 while accounting for such payments to non-employees was covered by ASC Subtopic 505-50. As it considered recently issued updates to ASC 718, the FASB, as part of its simplification initiatives, decided to replace ASC Subtopic 505-50 with Topic 718 as the guidance for non-employee share-based awards. Under this new guidance, both sets of awards, for employees and non-employees, will essentially follow the same model, with small variations related to determining the term assumption when valuing a non-employee award as well as a different expense attribution model for non-employee awards as opposed to employee awards. The ASU is effective for public business entities beginning in 2019 calendar years and one year later for non-public business entities.

 

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statements.

 

Subsequent Events

 

In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.

  

NOTE 3: DISCONTINUED OPERATIONS

 

On June 28, 2017, the Company discontinued operations of its office products sales and distribution segment. Depreciation expense as it appears on the Statement of Cash Flows for the years ended months ended May 31, 2018 and 2017 was $76 and $910, respectively. Depreciation on the statement of operations for the years ended May 31, 2018 is recorded as Income (Loss) from Discontinued Operations.

 

 F-12 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 3: DISCONTINUED OPERATIONS (CONTINUED)

 

The statement of operations was restated to reflect the reclassification of the discontinued operations.

 

HYPGEN INC
STATEMENTS OF DISCONTINUED OPERATIONS
  For the years ended May 31,
  2018   2017
Discontinued Operations:              
Revenue $ —       $ 73,171  
Cost of Goods Sold:              
Product Purchases   —         53,197  
Gross Profit   —         19,974  
               
Operating Expenses:              
General and administrative   —         3,000  
Product development   —         —    
Depreciation   76       910  
Impairment loss on assets from discontinued operations   11,681       —    
Total operating expense   11,757       3,910  
Net income (loss) from discontinued operations $ (11,757 )   $ 16,064  

  

On May 25, 2015 the Company purchased a small office located at 5 Garbary in Gdansk Poland. The purchase price was $13,653. The Company utilized this space as its primary office for the former discontinued operations. Assets from discontinued operations are reflected net of accumulated depreciation. As of June 28, 2017, the building, classified as assets of discontinued operations, is no longer being depreciated due to the fact that it is no longer in service.

 

As of May 31, 2018, the Company has fully impaired the remaining net value of its former office which was held as an asset from discontinued operations. The Company no longer has access or control over this asset and believes that there is no substantial net economic value to this asset and any cost of legal disposal could easily exceed its net book value. 

 

  May 31, 2018   May 31, 2017
Assets of discontinued operations $ —       $ 11,757  
Liabilities of discontinued operations   —         —    

  

NOTE 4: FIXED ASSETS

 

The Company’s property and equipment is as follows: 

 

    May 31, 2018   May 31, 2017   Estimated Life
Computers, office furniture and equipment   $ 1,939     $ —        3 years
Less: accumulated depreciation   $ (458 )   $ —        
Net   $ 1,481     $ —        

 

Depreciation expense for nine months ended year ended May 31, 2018 was $458 compared to $0 for the year ended May 31, 2017.

 

 F-13 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 5: INTANGIBLE ASSETS

 

On June 28, 2017, the Company executed an Asset Assignment Agreement (“Asset Assignment Agreement”) with Richard L. Chang Holding’s LLC (“Holdings LLC”), pursuant to which Holdings was issued 60,000,000 shares of the Company’s common stock and 2,000,000 restricted, non-convertible, non-dividend paying shares of the Company’s preferred stock with 1000 to 1 voting rights over shares of the Company’s common stock. In consideration of these share issuances, Holdings LLC has assigned to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE” and all related intellectual property, inventions and trade secrets, data, and clinical study results. Additionally, the Company issued 15,000,000 common shares to Rich Pharmaceuticals, Inc. for use of the clinical trial under an Investigational New Drug Application. The Asset Assignment Agreement grants to Holdings LLC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assignees. The common and preferred shares were valued at $77,000. Further cash compensation was given in the amount of $100,000 totaling an investment of $177,000. As of the filing of this report Holdings LLC has not exercised its right of reversion under the Asset Assignment Agreement.

 

During the year ended May 31, 2018, the Company analyzed its intangible asset for the purposes of impairment testing. Although management believes that the asset has real economic value, the expense of an independent valuation is not something the Company is interested in doing, whereby the cost of this analysis could exceed the value of the asset.  Conversely, the Company’s asset analysis is not objectively able to prove with any degree of certainty that it will ever see positive cashflow from its efforts.  This industry is very complicated, risky and unpredictable as it relates to ultimate drug approval or even the sale of the asset.  Due to a cost prohibitive asset valuation, uncertainty that the product can be brought to market or be sold and the fact that the that acquisition was from a related party the Company feels that is should fully impair the asset at this time.  

 

The below chart analyzes the license value net of amortization:

 

  May 31, 2018   Estimated Life
Investment in license $ 177,000      19.4 years
Less amortization $ (8,456 )    
Less impairment loss   (168,544 )    
License fee net amortization $ —        

 

Amortization expense for the years ended May 31, 2018 and was $8,456 compared to $0 during the same period in the prior year.

 

NOTE 6: CONVERTIBLE NOTES PAYABLE

 

On January 27, 2017, the Company entered into a one-year convertible note with the face value of $100,000 bearing 8% interest. Funds were transmitted to the Company on August 1, 2017 at which time interest started to accrue. The Company was permitted to prepay this note in full or in part at any time without penalty. This note was to become convertible at the sole discretion of the note holder if full payment had not been made when the maturity date arrived. The holder of the note was entitled to a conversion price equal to seventy percent of the average trading price computed based on the previous 7 trading days prior to notice of conversion. These shares once converted may not be offered, sold, transferred or disposed of in any other way without prior written consent of the Company. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share and the principal was converted on August 11, 2017. Accrued interest at conversion remains at $4,244.

 

On April 7, 2017, the Company entered into a one-year convertible note with the face value of $100,000 bearing 8% interest. The Company was able to prepay this note in full or in part at any time without penalty. This note was to become convertible at the sole discretion of the note holder if full payment had not been made when the maturity date arrived. The holder of the note was entitled to a conversion price equal to seventy percent of the average trading price computed based on the previous 7 trading days prior to notice of conversion. These shares once converted may not be offered, sold, transferred or disposed of in any other way without prior written consent of the Company. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share and the principal was converted on August 11, 2017. Accrued interest at conversion remains at $2,800.

 

 F-14 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 6: CONVERTIBLE NOTES PAYABLE (CONTINUED)

 

On June 28, 2017, the Company executed a Promissory Convertible Note with Bakken Development LLC in the principal amount of $400,000. The convertible note accrues interest at the rate of 10% per annum; is due and payable on or before June 28, 2019; may be converted at any time by the holder into shares of Company common stock at a conversion price of $.50 per share; and automatically converts into shares of Company common stock at a conversion price of $.50 per share upon the Company’s completion of a financing in the minimum amount of $5,000,000. At May 31, 2018, accrued interest on this note was $38,889.

 

On August 11, 2017, the Company issued 800,000 common shares to retire convertible promissory notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC in the aggregate principal amount of $200,000. As amended, the promissory notes convert into shares of Company common stock at the conversion price of $.25 per share. Accrued interest remains unconverted on these notes in the amount of $7,044.

 

On November 15, 2017, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments LLC (“GHS”) pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of Company common stock. (See NOTE 8). In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $15,000 as payment of the commitment fee for the Equity Financing Agreement. During the year ended May 31, 2018, the Company recorded this fee as interest expense. The amount was expensed upon issuance due to the fact the that no stock was sold and there is no certainty any stock will be sold under this agreement.

 

Upon any event of default, the note bears interests at the rate of 10%. This note has a maturity date of August 14, 2018. The Company may repay the note at any time before the maturity date. The amounts under the Note may be converted by GHS at any time after the maturity date or upon any event of default into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion, subject to a floor price of $0.00005 per share. As a penalty of default, the principal increased by 50%, to $22,500 and the charge was recorded as interest expense and an increase to principal. As of May 31, 2018, this note had accrued interest of $277.

 

On November 17, 2017, the Company was advanced $15,000 under a promissory executed on December 19, 2017. Upon any event of default this note bears an interest rate of 10%. This note has a maturity date of August 19, 2018. The Company may repay the note at any time before the maturity date. Upon any event of default, the note holder may convert the note in its entirety into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion, subject to a floor price of $0.00005 per share. As a penalty of default, the principal increased by 50%, to $22,500 and the charge was recorded as interest expense and an increase to principal. The foregoing is only a brief description of the material terms of the promissory note and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are hyperlinked as an exhibit to this Annual Report. As of May 31, 2018, this note had accrued interest of $277.

 

On July 18, 2018, the Company became aware that it was considered to be in default of both notes held by GHS. The Company has recorded interest and default related penalty amounts due to note-holder in the amount of $10,922 on its statement of operations during the year ended May 31, 2018. The event of default, as alleged by the noteholder, occurred April 16, 2018 when the Company failed its quarterly Form 10Q for its third fiscal quarter. The Company does not believe that an event of default occurred as of July 18, 2018 and is currently trying to resolve this issue with the note-holder. Subsequently, by virtue of not repaying the notes upon maturity the Company did trigger default on the above notes as of August 14, 2018 and August 19, 2018, respectively.

 

NOTE 7: COMMITMENTS AND CONTINGENCIES

 

Pursuant to the June 28, 2017 Asset Assignment Agreement with Holdings LLC and its assignment to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE” and all related intellectual property, inventions and trade secrets, data, and clinical study results there is a major fund-raising requirement. The Company must raise a minimum of $1,000,000 in equity financing by June 28, 2018. The Asset Assignment Agreement grants to Holdings LCC the right to require the Company to assign back to Holdings LLC the Patent Application and all related intellectual property in the event the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018In the event that Holdings LLC exercises this right of reversion, the 2,000,000 shares of Preferred Stock issued to Holdings LLC shall be assigned to Apica Investments Limited or its assignees. As of May 31, 2018, the Company has not raised any capital towards the $1,000,000 requirement. As of the filing of this report Holdings LLC has not exercised its right of reversion under the Asset Assignment Agreement.

 

Upon the Company receiving a minimum of $1,000,000 in equity financing, Holdings shall assign to the Company all of its rights, title and interest to United States Utility Patent Application No USPTO Application No. 15/385,862 filed on December 20, 2016, titled” COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF STROKE” and all related intellectual property, inventions and trade secrets, data, and clinical study results

 

The Company has entered into several consulting agreements where monthly fees commence upon achieving the attainment of raising $1,000,000 in equity financing and increase upon the Company successfully raising $5,000,000. The Company is currently not accruing any expense under these contracts and it not required to compensate these consultants beyond stock, cash and warrants already issued should one of both thresholds are not achieved. Any stock and warrants issued are immediately vested to the consultants. The following agreements have been entered between the Company and the following consultants:

 

 F-15 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 7: COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

On June 28, 2017, the Company entered into a Consulting Agreement for services to be provided by Apica Investments Limited pursuant to which the Company agreed to issue 15,000,000 shares of Company common stock; a Common Stock Purchase Warrant to purchase up to 10,000,000 shares of Company common stock at an exercise price of $.25 per share at any time before the 5 year anniversary of the warrant; monthly fees of $1,800 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Fees will increase to $4,500 per month upon the Company’s completion of a financing in the minimum amount of $5,000,000. This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (as defined below), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 10.6% of the amount of the shares of Company common stock issued by the Company outside the following “Excepted issuances”: (i) shares of Company common stock in connection with a debt or equity financing; (ii) shares of common stock reserved under the Company’s equity incentive/stock option plan; (iii) the shares, warrants and shares to be issued upon exercise of the warrants and conversion of the convertible notes described in the Assignment Agreement dated June 28, 2017 between the Company and Richard L. Chang’s Holdings, LLC. Upon the written or oral request of Consultant, the Company shall within twenty-four (24) hours confirm orally and in writing to the Consultant the number of shares of Common Stock then outstanding.

 

On June 28, 2017, the Company entered into a Consulting Agreement for services to be provided by Brighton Capital Ltd. pursuant to which the Company agreed to issue 6,000,000 shares of Company common stock; a Common Stock Purchase Warrant to purchase up to 10,000,000 shares of Company common stock at an exercise price of $.25 per share at any time before the 5 year anniversary of the warrant; a $50,000 payment upon execution of the agreement; monthly fees of $1,800 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Fees will increase to $4,500 per month upon the Company’s completion of a financing in the minimum amount of $5,000,000. This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (as defined below), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 4.99% of the amount of the shares of Company common stock issued by the Company outside the following “Excepted issuances”: (i) shares of Company common stock in connection with a debt or equity financing; (ii) shares of common stock reserved under the Company’s equity incentive/stock option plan; (iii) the shares, warrants and shares to be issued upon exercise of the warrants and conversion of the convertible notes described in the Assignment Agreement dated June 28, 2017 between the Company and Richard L. Chang’s Holdings, LLC. Upon the written or oral request of Consultant, the Company shall within twenty-four (24) hours confirm orally and in writing to the Consultant the number of shares of Common Stock then outstanding.

 

On June 28, 2017, the Company entered into a Consulting Agreement for services to be provided by Rafferty Finance S.A. pursuant to which the Company agreed to issue 5,000,000 shares of Company common stock; a Common Stock Purchase Warrant to purchase up to 10,000,000 shares of Company common stock at an exercise price of $.25 per share at any time before the 5 year anniversary of the warrant; a $50,000 payment upon execution of the agreement; monthly fees of $5,400 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Fees will increase to $13,500 per month upon the Company’s completion of a financing in the minimum amount of $5,000,000. This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000. Common shares under this contract were issued on July 19, 2017 and cash payment was made on June 30, 2017.

 

Mr. Treminio, the former Chief Executive Officer is an employee of Rafferty Finance S.A. “(Rafferty”). Under the Company’s consulting agreement with Rafferty, dated June 28, 2017. Mr. Treminio is required to secure additional capital, to preserve the rights of the patent under the Asset Assignment Agreement. Mr. Treminio shall, among other things, oversee, direct and manage all aspects investor & public or media relations, corporate finance as well as strategic planning, subordinate leadership, and operations of the Company. Mr. Treminio shall report directly to the Company’s CEO and /or Board of Directors (the “Board”). Effective with Mr. Treminio’s resignation, he shall not have any authority to execute and agreements or expend or access any Company funds or accounts without approval of the Chief Executive Officer. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (as defined below), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 4.99% of the amount of the shares of Company common stock issued by the Company outside the following “Excepted issuances”: (i) shares of Company common stock in connection with a debt or equity financing; (ii) shares of common stock reserved under the Company’s equity incentive/stock option plan; (iii) the shares, warrants and shares to be issued upon exercise of the warrants and conversion of the convertible notes described in the Assignment Agreement dated June 28, 2017 between the Company and Richard L. Chang’s Holdings, LLC. Upon the written or oral request of Consultant, the Company shall within twenty-four (24) hours confirm orally and in writing to the Consultant the number of shares of Common Stock then outstanding.

 

 F-16 
   

 HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 7: COMMITMENTS AND CONTINGENCIES (CONTINUED)

 

On June 28, 2017, the Company executed a Promissory Convertible Note with Bakken Development LLC in the principal amount of $400,000. The convertible note accrues interest at the rate of 10% per annum; is due and payable on or before June 28, 2019; may be converted at any time by the holder into shares of Company common stock at a conversion price of $.50 per share; and automatically converts into share of Company common stock at a conversion price of $.50 per share upon the Company’s completion of a financing in the minimum amount of $5,000,000.

  

On July 8, 2017, the Company entered into a consulting agreement with Imagic, LLC. Upon the commencement of this engagement, the consultant or its designees were issued shares of the Company in the amount of 12,000,000 common shares. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (as defined below), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 10.6% of the amount of the shares of Company common stock issued by the Company outside the following “Excepted issuances”: (i) shares of Company common stock in connection with a debt or equity financing; (ii) shares of common stock reserved under the Company’s equity incentive/stock option plan; (iii) the shares, warrants and shares to be issued upon exercise of the warrants and conversion of the convertible notes described in the Assignment Agreement dated June 28, 2017 between the Company and Richard L. Chang’s Holdings, LLC. Upon the written or oral request of Consultant, the Company shall within twenty-four (24) hours confirm orally and in writing to the Consultant the number of shares of Common Stock then outstanding.

 

On July 8, 2017, the Company entered into an employment agreement with Dr. McCoy Moretz. Upon the commencement of this agreement, the employee or its designees were issued shares of the Company in the amount of 8,000,000 common shares. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the Excepted Issuances (as defined below), if the Company issues any shares of Company common stock, the employee shall be granted additional shares of the Company’s common stock in an amount equal to 6% of the amount of the shares of Company common stock issued by the Company outside the following “Excepted issuances”: (i) shares of Company common stock in connection with a debt or equity financing; (ii) shares of common stock reserved under the Company’s equity incentive/stock option plan; (iii) the shares, warrants and shares to be issued upon exercise of the warrants and conversion of the convertible notes described in the Assignment Agreement dated June 28, 2017 between the Company and Richard L. Chang’s Holdings, LLC. Upon the written or oral request of Consultant, the Company shall within twenty-four (24) hours confirm orally and in writing to the Consultant the number of shares of Common Stock then outstanding.

 

NOTE 8: STOCK HOLDERS’ DEFICIT

 

Preferred and Common Stock

 

The Company has authorized 1,002,000,000 total shares of stock with a par value of $0.001 per share. These shares are designated by two classes; 1,000,000,000 common shares and 2,000,000 preferred shares.

 

Fiscal 2017

 

On January 26, 2017, the Company Amended its Articles to increase the Authorized share Capital of the Company from 75,000,000 to 1,000,000,000.

 

 F-17 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 8: STOCK HOLDERS’ DEFICIT (CONTINUED)

 

Preferred and Common Stock (Continued)

 

Fiscal 2017 (Continued)

 

On January 18, 2017, Olaf Robak, the Company's President and CEO, executed a stock purchase agreement with First Legacy Management LLC, which acquired 4,000,000 shares of common stock, representing 80% ownership of the Company. First Legacy Management LLC paid $350,000 in cash. Simultaneous with this transaction, Mr. Olaf Robak resigned from his official positions as Director, CEO, CFO, President, Treasurer and Secretary of the Company, and on the same day the shareholders of the Corporation voted Mr. Antonio Treminio as Director & CEO.

 

Fiscal 2018

 

On July 26, 2017, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada. The Certificate of Amendment amends Article III of the Company’s Articles of Incorporation to authorize the issuance of up to two million (2,000,000) shares of Preferred Stock, par value $0.001 per share, which have the right to cast one thousand (1,000) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters required by law. 

 

On August 11, 2017, the Company issued 800,000 common shares to retire convertible promissory notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC in the aggregate principal amount of $200,000. As amended, the promissory notes convert into shares of Company common stock at the conversion price of $.25 per share.

 

On November 15, 2017, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of Company common stock. The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Company filed the Form S-1 registration statement on December 7, 2017. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. The purchase price of the shares of Company common stock will be equal to 80% of the market price (as determined in the Equity Financing Agreement) calculated at the time of purchase.

 

On February 13, 2018, the Company filed a registration withdrawal request with regards to S-1 registration statement filed on December 17, 2017. The Company may refile a Form S-1 registration in the future.

 

Under the terms of the equity financing agreement so long as this term is in effect and the $7,000,000 has not been fulfilled for a period of twenty-four months following the effective date the Company shall be permitted to PUT shares to the investor. The price of the Put shall be eighty (80%) percent of the “Market Price”, which is the lowest closing price of the Company’s Common Stock for ten (10) consecutive trading days preceding the Put Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. There will be a minimum of ten (10) trading days between Put Notices.

 

In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $15,000 as payment of the commitment fee for the Equity Financing Agreement. The Note bear interests at the rate of 10% with a maturity date of August 14, 2018. (See NOTE 6)

 

During the year ended May 31, 2018, the Company issued 2,000,000 preferred shares, 75,000,000 commons shares in exchange for rights to certain intellectual property pursuant to an Asset Assignment Agreement. (See NOTE 1). The total investment was valued at $177,000.

 

 F-18 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 8: STOCK HOLDERS’ DEFICIT (CONTINUED)

 

Preferred and Common Stock (Continued)

 

Fiscal 2018 (Continued)

 

During the year ended May 31, 2018, the Company issued 50,000,000 stock warrants with a cashless exercise provision (“cashless warrants”) and 44,725,000 common shares to consultants under consulting agreements.

 

During the year ended May 31, 2018, the Company issued 10,000,000 stock warrants with a cashless exercise provision (“cashless warrants”) and 10,275,000 common shares to employees.

 

As of May 31, 2018, there were no outstanding stock options.

 

Warrants for common stock

 

On June 28, 2017, the Company issued 60,000,000 common stock warrants pursuant to an Asset Assignment Agreement with Richard L. Chang Holding’s LLC (“Holdings LLC”), pursuant to which Holdings. In consideration of these share issuances, Holdings LLC has assigned to the Company all of its rights, title and interest in United States Utility Patent Application No. 62/420,177 filed on November 10, 2016, titled “COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF PARKINSON’S DISEASE” and all related intellectual property, inventions and trade secrets, data, and clinical study results. Of the 60,000,000 common stock warrants issued, 50,000,000 warrants were issued to consultants and 10,000,000 were issued to an employee.

 

The following table summarizes warrant activity for the year ended May 31, 2018 and 2017:

 

            Weighted    
        Weighted   Average    
        Average   Remaining   Aggregate
        Exercise   Contractual   Intrinsic
    Shares   Price   Term   Value
  Outstanding at May 31, 2017       —       $ —               $ —    
  Granted       60,000,000     $ 0.25       5.00     $ —    
  Expired       —         —         —         —    
  Exercised       —         —         —         —    
  Canceled       —         —         —         —    
  Outstanding at May 31, 2018       60,000,000     $ 0.25       4.32       —    

 

Warrants issued to consultants during the year ended May 31, 2018 to six different consultants were valued at $11,567. The warrants expire June 28, 2022.

 

NOTE 9: INCOME TAXES

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

 F-19 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 9: INCOME TAXES (CONTINUED)

 

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.

 

The Company did not record any income tax accrual for the period from inception to May 31, 2018. We expect to incur significant expenses in future periods which will offset any future net income.

 

As of May 31, 2018 and 2017, the Company had a net operating loss carry-forward of approximately $1,129,153 and $236,905. Losses that were incurred prior to December 31, 2017 may be used to offset future taxable income and expire ended in 2037. Losses incurred after December 31, 2017 may be used to offset future taxable income and do not expire. Because of the change in ownership that occurred on June 28, 2017, net operating loss carry forwards could be limited as to use in future years.

 

Deferred tax assets of $188,800 and $49,700 as of May 31, 2018 and 2017, respectively, resulting from net operating have been offset by a valuation allowance, due to the uncertainty of their realization. The change in the valuation allowance for the year ended May 31, 2018 and 2017 was $188,800 and $49,700, respectively.  As a result, there were no current or deferred tax provisions for the year ended May 31, 2018 and 2017.  There was no uncertain tax position taken since inception and the Company’s tax returns for the past three year remain open for examination. Hypgen is a United States, State of Nevada domiciled corporation for tax purposes. Deferred tax assets consist of the following:

 

  May 31, 2018   May 31, 2017
Net operating losses $ 267,900     $ 80,500  
Effect of TCJA recalculation   (79,100 )     (30,800 )
Change in valuation allowance   (188,800 )     (49,700 )
Provision for income taxes $ —       $ —    

 

On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (“the TCJA”) was enacted into law. The TCJA provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended, that impact corporate taxation requirements. Effective January 1, 2018, the federal tax rate for corporations was reduced from 35% to 21% for US taxable income and requires one-time re-measurement of deferred taxes to reflect their value at a lower tax rate of 21%. Also, mandatory repatriation of untaxed foreign earnings and profits will be taxed at 15.5% to the extent the underlying assets are liquid and 8% on the remaining balance. There are other provisions to the TCJA, such as conversion of a worldwide system to a territorial system, limitations on interest expense and domestic production deductions, which will be effective in fiscal 2019. The Company anticipates its effective tax rate to be 28% to 30%, excluding the one-time impact of the TCJA for fiscal 2018 primarily due to the reduction in the federal tax rate. The Company’s actual effective tax rate for fiscal 2018 may differ from management’s estimate due to changes in interpretations and assumptions. Due to the timing of enactment and complexity of the TCJA, the Company is unable to estimate a reasonable range of the one-time impact associated with mandatory repatriation, re-measurement of deferred taxes and other provisions of the TCJA. For tax losses that straddle tax years a blended rate is used. Since the Company is not expected to utilize any portion of net loss carryforward in the current tax year, the entire valuation is estimated using the newly enacted rates.

 

NOTE 10: RELATED PARTY TRANSACTIONS

 

A former director of the Company made the initial $100 deposit to on the bank account. In September 2015, the former director paid audit fees on behalf of the company in the amount of $650. These amounts, totaling $750, are being carried as a Related Party Loan which bears no interest and is payable on demand. The related party loan was forgiven effective January 18, 2017 under terms of change in control (SEE NOTE 1).

 

On January 27, 2017, the Company entered into a one-year convertible note from a related party with the face value of $100,000 bearing 8% interest (SEE NOTE 6). On June 28, 2017, the Company executed an amendment to this note.

 

On June 28, 2017, Richard L. Chang was appointed as a director of the Company. Mr. Richard Chang is the controlling interest of Holdings, LLC.

 

 F-20 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 10: RELATED PARTY TRANSACTIONS (CONTINUED)

 

On June 28, 2017, Ben Chang, a senior management consultant, loaned the Company, $100 to initially fund the operating bank account of the Company. Mr. Ben Chang is also the Chief Executive Officer of Rich Pharmaceuticals, Inc.

 

On June 28, 2017, the Company entered into a Consulting Agreement for services to be provided by Apica Investments Limited (“Apica”). Apica is controlled by Chew Chuan Tin who is the beneficial owner of greater than 10% of the outstanding shares of the Company through Bakken, Apica and First Legacy. Pursuant to that agreement the Company agreed issued 15,000,000 shares of Company common stock; a Common Stock Purchase Warrant to purchase up to 10,000,000 shares of Company common stock at an exercise price of $.25 per share at any time before the 5-year anniversary of the warrant; monthly fees of $1,800 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Fees will increase to $4,500 per month upon the Company’s completion of a financing in the minimum amount of $5,000,000. This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (SEE NOTE 7), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 10.6% of the amount of the shares of Company common stock issued by the Company outside “Excepted issuances”.

 

On June 28, 2017, the Company executed a one-year promissory convertible note with Bakken Development LLC (“Bakken”) in the principal amount of $400,000.  Bakken is a related party controlled by Chew Chuan Tin who is the beneficial owner of greater than 10% of the outstanding shares of the Company through Bakken, Apica and First Legacy (See NOTE 6). 

 

On June 28, 2017, the Company entered into a Consulting Agreement for services to be provided by Rafferty Finance S.A. (“Raferty”). Raferty is controlled by Antonio Treminio, former CEO of the Company. Pursuant to this agreement the Company agreed to issue 5,000,000 shares of Company common stock; a Common Stock Purchase Warrant to purchase up to 10,000,000 shares of Company common stock at an exercise price of $.25 per share at any time before the 5-year anniversary of the warrant; a $50,000 payment upon execution of the agreement; monthly fees of $5,400 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Fees will increase to $13,500 per month upon the Company’s completion of a financing in the minimum amount of $5,000,000. This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000. Common shares under this contract were issued on July 19, 2017 and cash payment was made on June 30, 2017. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (SEE NOTE 7) if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 4.99% of the amount of the shares of Company common stock issued by the Company outside “Excepted issuances”.

On July 8, 2017, the Company entered into a consulting agreement with Imagic, LLC (“Imagic”). Imagic, is wholly owned by Ben Chang, son of Director Richard L. Chang and Chief Executive Officer of Rich Pharmaceuticals, Inc. Upon the commencement of this engagement, the consultant or it’s designees were issued shares of the Company in the amount of 12,000,000 common shares. Imagic was also issued a warrant to acquire 10,000,000 shares of the Company at an exercise price of $0.25. At all times during the term of this agreement prior to the $5,000,000 financing date, except with respect to the “Excepted Issuances” (SEE NOTE 7), if the Company issues any shares of Company common stock, the consultant shall be granted additional shares of the Company’s common stock in an amount equal to 10.6% of the amount of the shares of Company common stock issued by the Company outside “Excepted issuances”.

 

On September 14, 2017, the Company issued a promissory note in the amount of $6,000 to Imagic LLC. Imagic, is wholly owned by Ben Chang, son of Director Richard L. Chang and Chief Executive Officer of Rich Pharmaceuticals, Inc. The note matures on September 14, 2018 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $213.

 

On November 3, 2017, the Company issued a promissory note in the amount of $5,000 to one of its directors, Richard L. Chang Holdings. The note matures on November 3, 2018 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $143.

 

On January 11, 2018, the Company issued a promissory note in the amount of $5,000 to Imagic. The note matures on January 11, 2019 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $96.

 

On February 14, 2018, the Company issued a promissory note in the amount of $3,000 to Imagic. The note matures on February 14, 2019 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $44.

 

On March 6, 2018, the Company issued a promissory note in the amount of $2,375 to Imagic, a related party. The note matures on March 16, 2019 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $28.

 

 F-21 
   

HYPGEN INC.

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2018

 

NOTE 10: RELATED PARTY TRANSACTIONS (CONTINUED)

 

On March 12, 2018, the Company issued a promissory note in the amount of $250 to Imagic, a related party. The note matures on March 12, 2019 and bears 5% interest. Accrued interest on this note at May 31, 2018 is $3.

 

From time to time certain operational expenses of the Company are paid for by Ben Chang, a senior management consultant to the Company. These items are funded by Mr. Ben Chang or by its 100% owned entity Imagic. At June 30, 2018, the Company owed $4,814 and $8,191 to Mr. Ben Chang and Imagic, respectively.

 

As of June 30, 2018, the Company had three employment agreements. Under these agreements the Company accrued $170,250. Total annual compensation under these agreements is $233,000. As a stipulation to these agreements, the employees are to be compensated until such time that the board approves them as full-time employees. Prior to board approval the employees will be compensated for actual hours worked.

 

NOTE 11: SUBSEQUENT EVENTS

 

On June 1, 2018, the Company entered into a two-year consulting agreement with Richard L. Chang, Holdings LLC, a related party, an entity controlled by director, Richard L. Chang.  Under the terms of the agreement the Company will compensate the consultant at the rate of $20,000 per monthly for services provided assisting in the area clinical operations, managing their patents and other intellectual property as well as assisting the Company in scientific and technical matters concerning manufacturing the drug, research and development.

 

On June 25, 2018, the Company issued a promissory note in the amount of $4,000 to Imagic, a related party. The note matures on June 25, 2019 and bears 5% interest.

 

On July 5, 2018, the Company entered into a Termination and Share Cancellation Agreement with Rafferty Finances, S.A. (“Rafferty”) pursuant to which the Company and Rafferty agreed to (i) the rescission and termination of the Consulting Agreement and Common Stock Purchase Warrant dated June 28, 2017 between the Company and Rafferty; (ii) the cancellation of 5,000,000 shares of Company common stock previously issued to Rafferty; (iii) Rafferty’s assistance to the Company to complete the cancellation of an additional 469,500 shares of Company common stock; and (iv) the issuance of 500,000 shares of Company common stock to Rafferty.   The foregoing is only a brief description of the material terms of the Termination and Share Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreement which is filed as an exhibit to this Current Report. The issuance of the shares of common stock was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the securities was an accredited investor.

 

On July 5, 2018, the Company entered into a Termination and Share Cancellation Agreement with Brighton Capital Ltd. (“Brighton”) pursuant to which the Company and Brighton agreed to (i) the rescission and termination of the Consulting Agreement and Common Stock Purchase Warrant dated June 28, 2017 between the Company and Brighton; and (ii) the cancellation of 5,500,000 shares of Company common stock from the 6,000,000 shares of Company common stock previously issued to Brighton.  The foregoing is only a brief description of the material terms of the Termination and Share Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder.

 

On July 9, 2018, the Company entered into a Cancellation Agreement with certain shareholders of the Company pursuant to which the Company and the shareholders agreed to the cancellation of a total of 74,999,998 shares.  In consideration of the share cancellations and provided that the Company raises a minimum of $1,000,000 in equity financing on or before June 28, 2019, Richard L. Chang Holding’s, LLC agreed to waive its right of reversion of the patent assets contributed to the Company pursuant to the Asset Assignment Agreement dated June 28, 2017.  The foregoing is only a brief description of the material terms of the Cancellation Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder.

 

On July 9, 2018, the Company entered into a Warrant Amendment Agreement with certain warrant holders of the Company pursuant to which the Company and the warrant holders agreed to amend warrants previously issued to them to reduce the number of warrants in the total amount of 10,000,000.  In consideration of the amendment and provided that the Company raises a minimum of $1,000,000 in equity financing on or before June 28, 2019, Richard L. Chang Holding’s, LLC agreed to waive its right of reversion of the patent assets contributed to the Company pursuant to the Asset Assignment Agreement dated June 28, 2017.  The foregoing is only a brief description of the material terms of the Warrant Amendment Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder.  

 

On October 1, 2018, Imagic, LLC granted the Company a two-year extension to a 5%, one-year, promissory note dated September 14, 2017, having a principal amount of $6,000. Imagic, LLC, is wholly owned by Ben Chang, son of Director Richard L. Chang and Chief Executive Officer of Rich Pharmaceuticals, Inc.

 

On October 1, 2018, Richard L. Chang Holdings granted a two-year extension to a 5%, one-year, promissory note dated November 3, 2017, having a principal amount of $5,000. Richard L. Chang Holdings is controlled by director Richard L. Chang. The note matures on November 3, 2018 and bears 5% interest. 

 

 F-22 
   

 

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

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties. Accordingly, based on their evaluation of our disclosure controls and procedures as of May 31, 2018, the Company's Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company's controls and procedures were not effective for the purposes described above.

 

There was no change in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the year ended May 31, 2018 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

 

Management's Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of May 31, 2018, using the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") Internal Control – Integrated Framework (2013) as a basis for our assessment.

 

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

 

As we are not aware of any instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, we determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time and not in the interest of shareholders.

 

Because of the above condition, the Company's internal controls over financial reporting were not effective as of May 31, 2018.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. 

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

 19 
   

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The name, age and titles of our executive officer and director are as follows:

 

Name and Address of Executive

Officer and/or Director

  Age   Position
Dr. McCoy L. Moretz   61  

Chief Executive Officer, Chief Financial Officer and Director

(Principal Executive, Financial and Accounting Officer)

Richard L. Chang   86   Director

 

Biographies of Directors and Officers

 

Dr. McCoy L. Moretz, is Board Certified in Otolaryngology and ABO Certified in Microvascular Anastomosis. He is a member of the American Board of Medical Specialties; a Fellow of the American College of Surgeons; American Board of Otolaryngology/Head & Neck Surgery; American Academy of Facial Plastic & Reconstructive Surgery; and the American Academy of Otolaryngology / Head & Neck Surgery. He was also the Chief Medical Officer of Ermis Labs; Medical Advisor Board Member of Rich Pharmaceuticals, and Advisor to Torii Labs. From 2006 to the present, he has been the founder and principal surgeon of F.A.C.E of Beverly Hills. He has been involved with numerous Clinical Investigations over the past decade and has authored prestigious medical publications in the Archives of Otolaryngology. Dr. Moretz graduated with a BA in chemistry from the University of North Carolina in 1978 (Dean’s List); received his Medical Degree from the Medical College of Georgia, 1982 (with Honors); and completed his internship at Emory University Hospital in Atlanta, Georgia in 1983.

 

Mr. Richard Chang, a world-renowned scientist in the field of oncology including the study of voluminous molecules’ mechanism(s) of action. During Mr. Chang’s distinguished career, he has authored 121 peer-reviewed journal publications and has presented over 150 scientific abstracts across the world in the field of cancer research. Prior to joining Rich Pharmaceuticals advisory board, Mr. Chang worked at Biosuccess Biotech Co. LTD., Hoffman-LaRoche, Schering Corp and Burroughs Wellcome in various scientific roles spanning from Chief Scientific officer to Scientist. He was a full professor at Rutgers, The State University of New Jersey, College of Pharmacy & The Laboratory for Cancer Research. In addition, Mr. Chang was a Director of Biochemical Pharmacology Research Laboratories at Rutgers, continuing his pursuit to finding innovative compounds for the treatments of cancer since 1987. After he retired in 2003, Mr. Chang continues to be an adjunct professor there. Mr. Chang’s years of dedication to cancer research has led him to file five significant patents for the treatment of cancer, Infectious disease and neurological disorders. Mr. Chang is a member of American Association for Cancer Research, American Society for Pharmacology and Experimental Therapeutics and the Society of Chinese Bio-Scientists in America and is a member of Who’s Who in the world. Mr. Chang obtained his Masters of Science in Biochemistry and Nutrition from Utah State University and his Bachelors of Science in Agriculture Chemistry from National Taiwan Chung Hsing University.

 

 20 
   

 

Dr. Moretz’s roles and responsibilities were:

 

  1. to lead the development of the Company's strategy;
     
  2. to lead and oversee the implementation of the Company's long and short-term plans in accordance with its strategy;
     
  3. to ensure the Company is appropriately organized and staffed and to have the authority to hire and terminate staff as necessary to enable it to achieve the approved strategy;
     
  4. to ensure that expenditures of the Company are within the authorized annual budget of the Company;
     
  5. to assess the principal risks of the Company and to ensure that these risks are being monitored and managed;
     
  6. to ensure effective internal controls and management information systems are in place;
     
  7. to ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully and ethically;
     
  8. to ensure that the Company maintains high standards of corporate citizenship and social responsibility wherever it does business;
     
  10. to communicate effectively with shareholders, employees, Government authorities, other stakeholders and the public;
     
  11. to keep abreast of all material undertakings and activities of the Company and all material external factors affecting the Company and to ensure that processes and systems are in place to ensure that the CEO and management of the Company are adequately informed;
     
  12. to ensure that the Directors are properly informed and that sufficient information is provided to the Board to enable the Directors to form appropriate judgments;

 

  13. to ensure the integrity of all public disclosure by the Company;
     
  14. to develop Board agendas;
     
  15. to request that special meetings of the Board be called when appropriate;
     
  16. to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting;
     
  17. to sit on committees of the Board where appropriate as determined by the Board;
     
  18. to abide by specific internally established control systems and authorities, to lead by personal example and encourage all employees to conduct their activities in accordance with all applicable laws and the Company's standards and policies, including its environmental, safety and health policies.

 

TERM OF OFFICE

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 

 21 
   

 

DIRECTOR INDEPENDENCE

 

As of May 31, 2018, the board of directors was currently composed two members, Richard L. Chang and Dr. McCoy L. Moretz, who do not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In his consulting role as Chief Executive Officer, we believe that his independence is impaired. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may late to us and our management.

 

Directors’ and Officers’ Liability Insurance

 

The Company currently does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

 

Code of Ethics

 

We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.

 

Board Committees

 

The Company does not have any committees.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The following tables set forth certain information about compensation earned by our executive officers and directors for May 31, 2018 and 2017:

 

Name and Principal Position   Year   Salary     Deferred Compensation     Bonus     Stock Awards     Option/ Warrant Awards     All Other Compensation     Total  
                                               
Dr. McCoy Moretz (1)   2018   $ 103,000     $ -     $ -     $ 8,000     $ -     $ -     $ 111,000  
Chief Executive Officer/Chief Financial Officer, director   2017   $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                             
Antonio Treminio (2)   2018   $ -     $ -     $ -     $ -     $ -     $ -     $ -  
Former Chief Executive Officer/Chief Financial Officer, former director   2017   $ 43,500     $ -     $ -     $ -     $ -     $ -     $ 43,500  

______

(1) Dr. McCoy Moretz was appointed as Chief Executive Officer and Chief Financial Officer and director on June 28, 2017 upon change of control and asset assignment agreement
   
(2) Mr. Treminio was appointed Chief Executive Officer and Chief Financial Officer upon the upon First Legacy Management LLC change of control.
   
(3) Mr. Treminio resigned June 29, 2017 as Chief Executive Officer and Chief Financial Officer.

 

The general policy of the Board of Directors is that compensation for independent Directors should be a nominal cash fee plus equity-based compensation. We do not pay employee Directors for Board service in addition to their regular employee compensation. The Board of Directors have the primary responsibility for considering and determining the amount of Director compensation.

 

As of May 31, 2018, there was an employment agreement between the company and its officer.

 

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 

 22 
   

 

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

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 28, 2018 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

    Number of Shares     Percentage of   
    Beneficially     Outstanding  
Name   Owned(1)     Common Stock  
             
Non-employees and directors:            
Richard L. Chang, director (2)     19,847,718       39.70 %
Ben Chang     4,947,570       9.90 %
Chew Chuan Tin     4,750,000       9.50 %
Livat PTE. LTD.     4,250,000       8.50 %
Arcview Global PTE. LTD.     2,500,000       5.00 %
                 
Named Executive Officers:                
Dr. McCoy Moretz, Chief Executive Officer and Chief Financial Officer     2,945,508       5.89 %
Common shares beneficially owned by affiliates, directors and officers as a group (6 persons)     39,240,796       78.48 %

___________

(1)

 

 

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of September 3, 2018, there were 135,800,000 shares of our common stock issued and outstanding.
(2) As of September 27, 2018, the Company issued 2,000,000 preferred shares beneficially owned by Richard L. Chang, director representing 100% of the issued and outstanding preferred stock having 1000 to 1 voting rights over shares of the Company’s common stock.

  

Future sales by existing stockholders

 

A total of 120,000,000 shares of common stock were issued to directors and consultants, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

 

There is no public trading market for our common stock. There are currently 60,000,000 outstanding five-year cashless warrants outstanding, $400,000 in face value of promissory convertible notes plus accrued interest outstanding to be converted into common shares at any time by the holder at a conversion price of $.50 per share; and automatically converts into share of Company common stock at a conversion price of $.50 per share upon the Company’s completion of a financing in the minimum amount of $5,000,000. There are 18 holders of record for our common stock who owns 135,800,000 shares of our common stock and one holder of 2,000,000 of preferred restricted shares. No stock options have been issued by the Company.

 

 23 
   

 

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

 

On January 27, 2017, the Company entered into a twelve-month convertible promissory note with a related party. The note has a face value of $100,000 and bears an annual interest rate of 8%. The Company may prepay this note in whole or in part at any time upon its sole discretion. Upon maturity, if full payment has not been made by the Company to the holder, at the exclusive option of holder, common shares of the Company, issuable from Treasury shall be issued to it. Applicable conversion shall be at a 30% discount to the then trading market average of the last 7 (seven) trading days. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share.

 

On April 7, 2017, the Company entered into a twelve-month convertible promissory note with a related party. The note has a face value of $100,000 and bears an annual interest rate of 8%. The Company may prepay this note in whole or in part at any time upon its sole discretion. Upon maturity, if full payment has not been made by the Company to the holder, at the exclusive option of holder, common shares of the Company, issuable from Treasury shall be issued to it. Applicable conversion shall be at a 30% discount to the then trading market average of the last 7 (seven) trading days. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share.

 

On July 8, 2017, the Company entered into an Employment Agreement for a two-year term with Dr. McCoy Moretz, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Medical Officer, and a director. Dr. McCoy was also granted 8,000,000 shares of Company common stock and a warrant to purchase up to 10,000,000 shares of Company common stock. The stock was issued on July 19, 2017.

 

On August 3, 2017, the Company issued 2,000,000 preferred shares beneficially owned by Richard L. Chang, director representing 100% of the issued and outstanding preferred stock with 1000 to 1 voting rights over shares of the Company’s common stock.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table sets forth the fees billed by our principal independent accountants, Fruci & Associates II, PLLC and

Bharat Parikh & Associates for the fiscal years ended May 31, 2018 and 2017, for the categories of services indicated.

 

    Years Ended May 31,  
Category   2017     2016  
Audit Fees   $ 15,900     $ 6,500  
Audit related fees     -       -  
Tax Fees     -       -  
All Other Fees     -       -  
Total   $ 15,900     $ 6,500  

  

Audit fees. Consists of fees billed for the audit of our annual financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.

 

Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.

 

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

 

Other fees. Other services provided by our accountants.

 

 24 
   

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following exhibits are included with this registration statement:

 

Exhibit Number Description
3.1 Articles of Incorporation (1)
3.1.1 Certificate of Amendment (2)
3.1.2 Certificate of Amendment (2)
3.1.3 Articles of Merger, dated July 18, 2017 (3)
3.1.4 Certificate of Amendment, dated July 26, 2017 (3)
3.2 Bylaws (1)
10.2 Asset Assignment Agreement (4)
10.3 Amendment dated June 28, 2017 to Promissory Notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC (4)
10.4 Promissory Convertible Noted dated June 28, 2017 with Bakken Development LLC in the principal amount of $400,000 (4)
10.5 Consulting Agreement dated June 28, 2017 with Apica Investments Limited (4)
10.6 Common Stock Purchase Warrant dated June 28, 2017 with Apica Investments Limited (4)
10.7 Consulting Agreement dated June 28, 2017 with Brighton Capital, Ltd. (4)
10.8 Common Stock Purchase Warrant dated June 28. 2017 with Brighton Capital, Ltd. (4)
10.9 Consulting Agreement dated June 28, 2017 with Rafferty Finance S.A. (4)
10.1 Common Stock Purchase Warrant dated June 28, 2017 with Rafferty Finance S.A. (4)
10.11 Common Stock Purchase Warrant dated June 28, 2017 with Dr. McCoy Moretz (4)
10.12 Common Stock Purchase Warrant dated June 28, 2017 with Imagic, LLC (4)
10.13 Common Stock Purchase Warrant dated June 28, 2017 with SD Law Group APC (4)
10.14 Resignation of Antonio Treminio (4)
10.16 Employment Agreement dated July 8, 2017 with Dr. McCoy Moretz (5)
10.17 Consulting Agreement dated July 8, 2017 with Richard L. Chang Holdings LLC (5)
10.18 Support and Collaboration Agreement dated July 11, 2017 with Rich Pharmaceuticals, Inc. (5)
10.19 Equity Financing Agreement dated November 15, 2017 with GHS Investments, LLC (6)
10.2 Registration Rights Agreement dated November 15, 2017 with GHS Investments, LLC (6)
10.21 Promissory Note in the amount of $15,000 dated November 15, 2017 with GHS Investments, LLC (6)
10.22 Consulting Agreement dated June 1, 2018 with Richard L. Chang Holdings, LLC
31.1 Certification of Chief Executive Officer Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Accounting Officer of Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
32.2 Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

_______________

(1) Incorporated by reference to the Company’s Form S-1, as amended, filed with the SEC on October 13, 2015.
(2) Incorporated by reference to the Company’s Form 8-K filed with the SEC on January 31, 2017
(3) Incorporated by reference to the Company’s Form 8-K filed with the SEC on August 1, 2017
(4) Incorporated by reference to the Company’s Form 8-K filed with the SEC on July 10, 2017
(5) Incorporated by reference to the Company’s Form 8-K filed with the SEC on July 12, 2017
(6) Incorporated by reference to the Company’s Form 8-K filed with the SEC on November 16, 2017

 

 25 
   

 

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.

 

  HYPGEN INC.  
       
Date: October 3, 2018 By: /s/ Dr. McCoy Moretz  
  Name: Dr. McCoy Moretz  
  Title:

President, Treasurer and

Secretary (Principal Executive,

Financial and Accounting Officer)

 

 

 26