HypGen (HPGN) 10-Q 16 Oct 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2017	Oct. 14, 2017
Document And Entity Information
Entity Registrant Name	HypGen Inc
Entity Central Index Key	1,653,629
Document Type	10-Q
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		135,800,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Aug. 31, 2017	May 31, 2017
CURRENT ASSETS
Cash	$ 48,404	$ 8,415
Prepaid Expenses		2,000
License asset agreement, net of amortization	175,401
Assets from discontinued operations	11,681	11,757
Total current assets	235,486	22,172
TOTAL ASSETS	235,486	22,172
Current Liabilities:
Accrued expenses and payables	16,908	11,233
Loan payable related party	100
Accrued salary, wages and taxes	5,833
Accrued interest	15,600	3,844
Convertible Note Payable related party	400,000	200,000
Commitments and contingencies
Total Liabilities	438,441	215,077
STOCKHOLDERS DEFICIT
Preferred stock: authorized 2,000,000; $0.001 par value; 2,000,000 shares issued and outstanding at August 31, 2017 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 August 31, 2017 and May 31, 2017	135,800	5,000
Additional Paid in Capital	249,767	39,000
Accumulated deficit	(590,522)	(236,905)
Total Stockholders Deficit	(202,955)	(192,905)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$ 235,486	$ 22,172

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Aug. 31, 2017	May 31, 2017	Jan. 26, 2017
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000	75,000,000
Common Stock, Issued	135,800,000	5,000,000
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred Stock, Issued	2,000,000	0

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Continuing Operations:
Revenue
Cost of Goods Sold:
Product Purchases
Gross Profit
Operating Expenses:
Amortization expense	1,599
Salary and payroll expense	19,827
Professional fees	227,367
General and administrative	92,992	17,501
Total operating expense	341,785	17,501
Net Income (Loss) from operations	(341,785)	17,501
OTHER INCOME (EXPENSE)
Interest expense, net	(11,756)
Total other income (expense)	(11,756)
Discontinued Operations:
Income (loss) from discontinued operations	(76)	17,150
Total discontinued operations	(76)	17,150
Net income before income tax provision	(353,617)	(351)
Provision for income tax
Net income (loss)	$ (353,617)	$ (351)
Basic and diluted net earnings (loss) per share of common stock:
Continuing operations	$ (0.005)	$ (0.003)
Discontinued operations	0	0.003
Total basic and diluted net earnings (loss) per share of common stock	$ (0.005)	$ 0
Weighted average number of shares outstanding Basic and diluted	64,305,495	5,000,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Operating activities:
Net income (loss) from continuing operations	$ (353,541)	$ (17,501)
Income (loss) from discontinued operations	(76)	17,150
Net income (loss)	(353,617)	(351)
Adjustment to reconcile net loss to net cash provided by operations:
Amortization and depreciation	1,675	228
Warrants and shares issued to consultants for services	66,567
Changes in assets and liabilities:
Decrease (Increase) in prepaid and deposits	2,000
Increase in accrued interest	11,756
Increase in accrued expenses and payables	11,508
Net cash used by operating activities	(260,111)	(123)
Investing activities:
Cash paid for license fee	(100,000)
Net cash used by investing activities	(100,000)
Financing activities:
Proceeds from Convertible note payable - related party	400,000
Proceeds from loan - related party	100
Net cash provided by financing activities	400,100
Net increase in cash	39,989	(123)
Cash, beginning of period	8,415	465
Cash, end of period	48,404	342
Supplemental disclosure of cash flow information:
Cash paid during the period Taxes
Cash paid during the period Interest Paid
Non-cash activity
Common and Preferred shares issued to acquired license	77,000
Convertible notes redeemed for common stock	$ 200,000

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	3 Months Ended
	Aug. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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. The accompanying unaudited interim condensed financial statements of HYPGEN INC. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and the accompanying notes. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended May 31, 2017 as reported in the Annual Report on Form 10-K have been omitted. 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. 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” COMPOSITIONS AND METHODS OF USE OF PHORBOL ESTERS FOR THE TREATMENT OF STROKE” . . 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 condensed financial statements, the Company has incurred net losses of $353,617 and $351 for the three months ended August 31, 2017 and 2016, 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 condensed 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 condensed 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.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
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 August 31, 2017 and May 31, 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 has determined to be the remaining useful life of the patent whereby total investment will 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. 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. 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 three months ended August 31, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these periods. At August 31, 2017, 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 207,800 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. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2017. 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. 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 three months ended August 31, 2017 and 2016. 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 August 31, 2017. We expect to incur significant expenses in future periods which will offset any net profit. 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),” Subsequent Events In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Aug. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
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 Condensed Statement of Cash Flows for the three months ended August 31, 2017 and 2016 was $76 and $227, respectively. Depreciation on the condensed statement of operations for the three months ended August 31, 2017 are recorded as Gain (Loss) from Discontinued Operations. The condensed statement of operations was restated to reflect the reclassification of the discontinued operations. HYPEGEN INC (FORMERLY MEGA BRIDGE INC.) STATEMENTS OF DISCONTINUED OPERATIONS For the three months ended August 31, 2017 August 31, 2016 Discontinued Operations: Revenue $ — $ 42,300 Cost of Goods Sold: Product Purchases — 24,173 Gross Profit — 18,127 Operating Expenses: General and administrative — 750 Product development — — Depreciation 76 227 Total operating expense 76 977 Loss from discontinued operations 76 (17,150 ) 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. August 31, 2017 May 31, 2017 Assets of discontinued operations $ 11,681 $ 11,757 Liabilities of discontinued operations — —

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Aug. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
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 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” . The below chart analyzes the license value net of amortization: August 31, 2017 Estimated Life Investment in license $ 177,000 19.4 years Less amortization $ (1,599 ) License fee net amortization $ 175,401 Amortization expense for the three months ended August 31, 2017 and was $1,599 and $0, respectively.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Aug. 31, 2017
Debt Disclosure [Abstract]
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 of principal remains at $2,800. 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 August 31, 2017, accrued interest on this note was $8,556. 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 this note in the amount of $8,556.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Aug. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
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” . 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” . 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: 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. 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 it’s 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 it’s 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.

STOCK HOLDERS' EQUITY

STOCK HOLDERS' EQUITY	3 Months Ended
	Aug. 31, 2017
Equity [Abstract]
STOCK HOLDERS' EQUITY	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. 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. During the three months ended August 31, 2017, 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. During the three months ended August 31, 2017, 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 three months ended August 31, 2017, 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 August 31, 2017 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” The following table summarizes warrant activity for the three months and year ended August 31, 2017 and May 31, 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 August 31, 2017 60,000,000 $ 0.25 4.82 —

INCOME TAXES

INCOME TAXES	3 Months Ended
	Aug. 31, 2017
Income Tax Disclosure [Abstract]
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. 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 August 31, 2017. We expect to incur significant expenses in future periods which will offset any future net income. As of August 31, 2017 and May 31, 2016, the Company had a net operating loss carry-forward of approximately $523,548 and $236,905 that may be used to offset future taxable income and begins to expire in 2032. 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 $178,000 and $80,500 as of August 31, 2017 and May 31, 2016, 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 three months and ended August 31, 2017 was $97,500 and $10,000, respectively. As a result, there were no current or deferred tax provisions for the three months and year ended August 31, 2017 and May 31, 2017. There was no uncertain tax position taken since inception and the Company’s tax returns for 2016, 2015 and 2014 remain open for examination. In the future, the Company will record income tax accruals at the following rates: Federal 34 % State - % 34 %

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Aug. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	The director of the Company made the initial $100 deposit to on the bank account. In September 2015 the 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 3). 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. 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 6), 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 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 6), 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 6), 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”.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Aug. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	The Company has analyzed its operations subsequent to August 31, 2017 to the date these financial statements were issued and has found no transactions or events requiring disclosure.

SIGNIFICANT ACCOUNTING POLICI16

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
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 August 31, 2017 and May 31, 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 has determined to be the remaining useful life of the patent whereby total investment will 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.
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.
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 three months ended August 31, 2017 and 2016 the basic and fully diluted earnings per share were the same as the Company had a loss in each of these periods. At August 31, 2017, 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 207,800 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. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2017. 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.
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 three months ended August 31, 2017 and 2016. 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 August 31, 2017. We expect to incur significant expenses in future periods which will offset any net profit.
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),”
Subsequent Events	In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events after the balance sheet date through the date of issuance.

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Aug. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	HYPEGEN INC (FORMERLY MEGA BRIDGE INC.) STATEMENTS OF DISCONTINUED OPERATIONS For the three months ended August 31, 2017 August 31, 2016 Discontinued Operations: Revenue $ — $ 42,300 Cost of Goods Sold: Product Purchases — 24,173 Gross Profit — 18,127 Operating Expenses: General and administrative — 750 Product development — — Depreciation 76 227 Total operating expense 76 977 Loss from discontinued operations 76 (17,150 ) August 31, 2017 May 31, 2017 Assets of discontinued operations $ 11,681 $ 11,757 Liabilities of discontinued operations — —

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Aug. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of License Value Net of Amortization	August 31, 2017 Estimated Life Investment in license $ 177,000 19.4 years Less amortization $ (1,599 ) License fee net amortization $ 175,401

STOCK HOLDERS' EQUITY (Tables)

STOCK HOLDERS' EQUITY (Tables)	3 Months Ended
	Aug. 31, 2017
Equity [Abstract]
Schedule of Warrant Activity	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 August 31, 2017 60,000,000 $ 0.25 4.82 —

ORGANIZATION AND BASIS OF PRE20

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
State of incorporation	State of Nevada
Date of incorporation	Mar. 26, 2015
Net gain (loss) for the period	$ (353,617)	$ (351)
Common stock, shares issued	135,800,000		5,000,000
Preferred stock, shares issued	2,000,000		0
Emerging growth company, description	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.
First Legacy Management LLC
Date of Agreement	Jan. 18, 2017
Acquired common stock shares	4,000,000
Ownership percentage	80.00%
Cash paid	$ 350,000
Asset Assignment Agreement | Richard L. Chang Holdings LLC
Date of Agreement	Jun. 28, 2017
Common stock, shares issued	60,000,000
Preferred stock, shares issued	2,000,000
Common stock, voting right	1000 to 1 voting rights over shares of the Company’s common stock
Equity financing, minimum raise	$ 1,000,000
Asset Assignment Agreement | RCHA
Common stock, shares issued	15,000,000

SIGNIFICANT ACCOUNTING POLICI21

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Cash Equivalents	$ 0		$ 0
Preferred stock, shares issued	2,000,000		0
Common stock, shares issued	135,800,000		5,000,000
Research and development expenses	$ 0	$ 0
Warrants Issued			60,000,000
Potentially Dilutive Instruments
Stock Issuable Upon Conversion	207,800
Warrants Issued	60,000,000
Patent
Date of Agreement	Nov. 10, 2016
Estimated Useful Life	19 years 135 days
Cash paid	$ 100,000
Preferred stock, shares issued	2,000,000
Common stock, shares issued	75,000,000
Noncash Investment	$ 177,000

DISCONTINUED OPERATIONS - Sched

DISCONTINUED OPERATIONS - Schedule of Discontinued Operations (Details) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Operating Expenses:
Assets of discontinued operations	$ 11,681		$ 11,757
Liabilities of discontinued operations
Statements Of Discontinued Operations
Discontinued Operations:
Revenue		$ 42,300
Cost of Goods Sold:
Product Purchases		24,173
Gross Profit		18,127
Operating Expenses:
General and administrative		750
Product development
Depreciation	76	227
Total operating expense	76	977
Loss from discontinued operations	$ 76	$ (17,150)

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Statements Of Discontinued Operations
Depreciation	$ 76	$ 227
Discontinued Operations, Held-for-sale
Date of Agreement	May 25, 2015
Purchase Price	$ 13,653

INTANGIBLE ASSETS - Schedule of

INTANGIBLE ASSETS - Schedule of License Value Net of Amortization (Details) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Amortization expense	$ 1,599
License asset agreement, net of amortization	175,401
Patent
Investment in license	177,000
Amortization expense	1,599
License asset agreement, net of amortization	$ 175,401
Estimated Useful Life	19 years 135 days

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Common stock, shares issued	135,800,000		5,000,000
Preferred stock, shares issued	2,000,000		0
Amortization expense	$ 1,599
Patent
Date of Agreement	Nov. 10, 2016
Common stock, shares issued	75,000,000
Preferred stock, shares issued	2,000,000
Cash paid	$ 100,000
Noncash Investment	177,000
Investment in license	177,000
Amortization expense	$ 1,599
Asset Assignment Agreement | Richard L. Chang Holdings LLC
Date of Agreement	Jun. 28, 2017
Common stock, shares issued	60,000,000
Preferred stock, shares issued	2,000,000
Common stock, voting right	1000 to 1 voting rights over shares of the Company’s common stock
Equity financing, minimum raise	$ 1,000,000
Asset Assignment Agreement | RCHA
Common stock, shares issued	15,000,000

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative)	3 Months Ended
	Aug. 31, 2017USD ($)d$ / sharesshares
Conv Note #1
Date of Debt Instrument	Jan. 27, 2017
Term of Note	1 year
Convertible Notes Payable	$ 100,000
Interest rate	8.00%
Accrued interest	$ 4,244
Debt instrument, convertible, conversion price | $ / shares	$ 0.25
Description of conversion price	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.
Conv Note #2
Date of Debt Instrument	Apr. 7, 2017
Term of Note	1 year
Convertible Notes Payable	$ 100,000
Interest rate	8.00%
Accrued interest	$ 2,800
Debt instrument, convertible, conversion price | $ / shares	$ 0.25
Debt instrument, convertible, trading days | d	7
Description of conversion price	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.
Conv Note #3
Date of Debt Instrument	Jun. 28, 2017
Due Date	Jun. 28, 2019
Convertible Notes Payable	$ 400,000
Interest rate	10.00%
Accrued interest	$ 8,556
Debt instrument, convertible, conversion price | $ / shares	$ 0.50
Description of conversion price	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
Conv Note #1&2
Accrued interest	$ 7,044
Debt instrument, convertible, conversion price | $ / shares	$ 0.25
Date of Issuance	Aug. 11, 2017
Stock Issued, Shares | shares	800,000
Stock Issued, Value	$ 200,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	May 31, 2017
Common stock, shares issued	135,800,000	5,000,000
Conv Note #3
Date of Debt Instrument	Jun. 28, 2017
Due Date	Jun. 28, 2019
Convertible Notes Payable	$ 400,000
Interest rate	10.00%
Debt instrument, convertible, conversion price	$ 0.50
Minimum
Monthly Consultant Fees	$ 5,400
Maximum
Monthly Consultant Fees	13,500
Apica Investments Ltd
PPM, minimum raise	1,000,000
PPM, maximum raise	$ 5,000,000
Date of Agreement	Jun. 28, 2017
Stock to be Issued	15,000,000
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Warrant, term	5 years
Contract Expiration Description	This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000.
Additional Share Grant, Description	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
Apica Investments Ltd | Minimum
Monthly Consultant Fees	$ 1,800
Apica Investments Ltd | Maximum
Monthly Consultant Fees	$ 4,500
Brighton Capital Ltd
Date of Agreement	Jun. 28, 2017
Stock to be Issued	6,000,000
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Warrant, term	5 years
Cash Paid	$ 50,000
Contract Expiration Description	This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000.
Additional Share Grant, Description	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
Brighton Capital Ltd | Minimum
Monthly Consultant Fees	$ 1,800
Brighton Capital Ltd | Maximum
Monthly Consultant Fees	4,500
Rafferty Finance S.A.
PPM, minimum raise	1,000,000
PPM, maximum raise	$ 5,000,000
Date of Agreement	Jun. 28, 2017
Date of Issuance	Jul. 19, 2017
Stock to be Issued	5,000,000
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Warrant, term	5 years
Cash Paid	$ 50,000
Contract Expiration Description	This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000.
Common stock, shares issued	5,000,000
Additional Share Grant, Description	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
Imagic, LLC
Date of Agreement	Jul. 8, 2017
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Common stock, shares issued	12,000,000
Additional Share Grant, Description	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
Employment Agmt
Date of Agreement	Jul. 8, 2017
Common stock, shares issued	8,000,000
Asset Assignment Agreement | Richard L. Chang Holdings LLC
PPM, minimum raise	$ 1,000,000
Financing Due Date	Jun. 28, 2018
Proceeds from PPM, current	$ 0
PPM, maximum raise	$ 5,000,000
Date of Agreement	Jun. 28, 2017
Common stock, shares issued	60,000,000

STOCK HOLDERS' EQUITY - Schedul

STOCK HOLDERS' EQUITY - Schedule of Warrant Activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Aug. 31, 2017	May 31, 2017
Equity [Abstract]
Beginning Balance, Issued Warrants	60,000,000
Beginning Balance, Average Exercise Price	$ 0.25
Issued, Warrants		60,000,000
Issued, Average Exercise Price		$ 0.25
Weighted Average, Term	4 years 9 months	5 years
Aggregate Intrinsic Value		$ 45,000,000
Expired Warrants
Expired Average Exercise Price
Exercised, Warrants
Exercised, Average Exercise Price
Cancelled, Warrants
Cancelled, Average Exercise Price
Ending Balance, Issued Warrants		60,000,000
Ending Balance, Average Exercise Price		$ 0.25

STOCK HOLDERS' EQUITY (Details

STOCK HOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2017	May 31, 2017	Jan. 26, 2017
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000	75,000,000
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred stock, shares issued	2,000,000	0
Common stock, shares issued	135,800,000	5,000,000
Warrants Issued		60,000,000
Asset Assignment Agreement | Richard L. Chang Holdings LLC
Date of Agreement	Jun. 28, 2017
Preferred stock, shares issued	2,000,000
Common stock, shares issued	60,000,000
Patent
Date of Agreement	Nov. 10, 2016
Preferred stock, shares issued	2,000,000
Common stock, shares issued	75,000,000
Noncash Investment	$ 177,000
Conv Note #1&2
Date of Issuance	Aug. 11, 2017
Stock Issued, Shares	800,000
Stock Issued, Value	$ 200,000
Debt instrument, convertible, conversion price	$ 0.25
SPA
Date of Agreement		Jan. 18, 2017
Stock Issued, Shares		4,000,000
Payment for Stock		$ 350,000
Equity Interest		80.00%
Consulting Agmts
Warrants Issued	50,000,000
Stock Issued for Services, Shares	44,725,000
Employees
Warrants Issued	10,000,000
Stock Issued, Employee Compensation	10,275,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	May 31, 2017
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Federal	34.00%
Effective Income Tax Rate, State
Net Operating Loss Carry-Forwards	$ 523,548	$ 236,905
Deferred tax assets	178,000	80,500
Valuation allowance	$ 97,500	$ 10,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	May 31, 2017
Related Party Loan	$ 400,000
Common stock, shares issued	135,800,000		5,000,000
Apica Investments Ltd
PPM, minimum raise	$ 1,000,000
PPM, maximum raise	$ 5,000,000
Date of Agreement	Jun. 28, 2017
Stock to be Issued	15,000,000
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Warrant, term	5 years
Contract Expiration Description	This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000.
Additional Share Grant, Description	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
Rafferty Finance S.A.
PPM, minimum raise	$ 1,000,000
PPM, maximum raise	$ 5,000,000
Date of Agreement	Jun. 28, 2017
Stock to be Issued	5,000,000
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Warrant, term	5 years
Contract Expiration Description	This contract is in effect until two years after the anniversary date of the Company’s completion of raising $1,000,000.
Additional Share Grant, Description	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
Common stock, shares issued	5,000,000
Imagic, LLC
Date of Agreement	Jul. 8, 2017
Warrants to be Issued	10,000,000
Warrants, exercise price	$ 0.25
Additional Share Grant, Description	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
Common stock, shares issued	12,000,000
Conv Note #1
Date of Debt Instrument	Jan. 27, 2017
Convertible Notes Payable	$ 100,000
Term of Note	1 year
Interest rate	8.00%
Richard L. Chang, Director
Related Party Loan	$ 750
Audit fees by related party	650
Related party bank deposit	100
Consultant
Related Party Loan	$ 100