As filed with the Securities and Exchange Commission on December 7, 2017

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~________________________~~ UNDER THE SECURITIES ACT OF 1933

~~ASSET SOLUTIONS~~ HYPGEN, INC ~~(Exact name of registrant as specified in its charter)~~.

Nevada		2520
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)

(Exact name of registrant as specified in its charter)

37-1780402

Nevada	2520	37-1780402
(State or other jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

~~(IRS~~1999 Avenue ~~EmployerIdentification~~of ~~Number)~~the Stars, Suite 1100

~~Asset~~Century City, ~~Solutions~~California ~~Inc.~~90067

~~5 Garbary, Gdansk, Poland 80327~~(424) 253-1210

~~Tel.~~ (~~725~~Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~333-1501~~

~~Email:~~McCoy Moretz Chief ~~assetsolutions360@gmail.com~~Executive Officer

~~(Address~~HypGen Inc 1999 ~~and~~Avenue ~~telephone number~~ of ~~principal~~the ~~executive~~Stars, ~~offices)~~Suite 1100

~~National Registered Associates LLC 17 Castle Carson~~ Century City, NVCalifornia ~~89706~~90067

~~Tel~~Telephone No.: (~~425~~310)~~920~~ 770-~~4745~~5521

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to: ~~John E. Lux, Esq.Attorney at Law1629 K Street, Suite 300Washington, DC 20006(240) 200-4529~~

Steven J. Davis, Esq.

SD Law Group APC

10531 4S Commons Drive, B464
San Diego, California 92127

Telephone No: (619) 7882383

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~please~~ check the following box~~: x~~. [X]

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration ~~statement~~Statement number of the earlier effective registration statement for the same offering:. ¨[ ]

If this ~~form~~Form is a post-effective ~~registration~~amendment ~~statement~~ filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:. [ ¨]

If delivery ~~this~~of ~~form~~the prospectus is aexpected ~~post-effective~~to ~~registration~~be ~~statement~~made ~~filed~~ pursuant to Rule ~~462(d) under the Securities Act~~434, please check the following box. [ ~~and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨~~]

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

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] Smaller reporting company ~~x (Do not check if a smaller reporting company)~~[X]

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Securities to be Registered	Amount To Be Registered(1)		Offering Price Per Share(2)		Aggregate Offering Price		Registration Fee
Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee
Common Stock:		2,000,000	$	0.04	$	80,000	$	8.06
Common Stock, $0.001 par value per share		7,000,000	$	1.00	$	7,000,000	$	871.50

(1) We are registering 7,000,000 shares of our common stock that we will put to GHS Investments, LLC, a Nevada limited liability company, pursuant to that certain Equity Purchase Agreement (the “GHS Purchase Agreement”). The GHS Purchase Agreement was entered into on November 13, 2017. In the event of a stock ~~split~~splits, stock ~~dividend~~dividends or similar ~~transaction~~transactions involving ~~our~~the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be ~~increased~~deemed to cover the additional ~~shares~~securities ofto ~~common~~be ~~stock~~offered ~~issuable~~or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the adjustment provisions of the GHS Purchase Agreement require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares.

(2) The ~~Estimated~~offering price has been estimated solely for the purpose of ~~calculating~~computing the amount of the registration fee ~~pursuant~~in toaccordance with Rule 457(ao) of the Securities Act on the basis of 80% of the most recent closing price of the common stock of the registrant as reported on the OTC Markets on December 5, 2017.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with ~~Section~~section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the ~~Commission~~commission, acting pursuant to ~~Section~~said section 8(a), may determine.

2The information |in ~~Page~~this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~PROSPECTUS~~Table of Contents

~~THE~~PRELIMINARY ~~INFORMATION IN THIS~~ PROSPECTUS ISSUBJECT ~~NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER~~ TO ~~SELL~~COMPLETION, ~~THESE~~DATED ~~SECURITIES~~DECEMBER ~~AND~~7, ~~IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.~~2017

~~ASSET~~7,000,000 Shares ~~SOLUTIONS~~of ~~INC~~Common Stock

2This prospectus relates to the resale of up to 7,000,000 ~~SHARES~~shares OFof ~~COMMON~~common ~~STOCK~~stock of HypGen Inc (“we” or the “Company”), par value $0.001 per share, issuable to GHS Investments, LLC (“GHS”) pursuant to that certain Equity Purchase Agreement between the Company and GHS dated November 13, 2017 (the “GHS Purchase Agreement”). The GHS Purchase Agreement permits us to “put” up to $7,000,000 in shares of our common stock to GHS over a period of up to twenty-four (24) months. We will not receive any proceeds from the resale of these shares of common stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of the put right offered by GHS. GHS is deemed an underwriter for our common stock.

$0The selling stockholder may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.04 ~~PER~~GHS ~~SHARE~~is paying for all registration, listing and qualification fees, printing fees and legal fees.

~~This is the initial offering of~~ Our common stock of Asset Solutions Inc and no public market currently exists for the securities being offered. We are offering for sale a total of 2,000,000 shares of common stock at a fixed price of $0.04 per share. There is noquoted ~~minimum~~on ~~number of shares that must be sold by us for~~ the ~~offering~~OTC toMarkets ~~proceed,~~under ~~and we will retain~~ the ~~proceeds~~ ~~from~~ticker ~~the~~symbol ~~sale of any of the offered shares~~“HPGN. ~~The~~” ~~offering~~On isDecember ~~being conducted on a self-underwritten~~5, ~~best efforts basis~~2017, ~~which means our President, Olaf Robak, will attempt to sell~~ the ~~shares.~~most ~~This~~recent closing ~~Prospectus~~price ~~will~~of ~~permit~~ our ~~President~~common tostock ~~sell~~was the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-$1 ~~under the Securities and Exchange Act of 1934~~. ~~The~~00 ~~shares will be offered at a fixed price of $0.04~~ per share ~~for a period of two hundred and forty (240) days from the effective date of this prospectus~~. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 2,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part.

	OfferingPrice		Expenses		Proceeds toCompany
Per share	$	0.04	$	0.0016	$	0.0084
Total	$	80,000	$	8,000	$	42,000

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 to read about factors you should consider before investing in shares of our common stock.

~~Asset~~NEITHER THE ~~Solutions~~SECURITIES ~~Inc~~AND isEXCHANGE aCOMMISSION ~~development~~NOR ~~stage~~ANY ~~company~~STATE ~~and~~SECURITIES ~~has~~COMMISSION ~~only~~HAS ~~recently~~APPROVED ~~started~~OR ~~its~~DISAPPROVED ~~operations.~~OF ToTHESE ~~date~~SECURITIES weOR DETERMINED ~~have~~IF ~~been~~THIS ~~involved~~PROSPECTUS ~~primarily~~IS inTRUTHFUL ~~organizational~~OR ~~activities, making the initial sales of our products and purchasing our office location at 5 Garbary, Gdansk, Poland 80327~~COMPLETE. WeANY doREPRESENTATION ~~not~~TO ~~have~~THE ~~sufficient~~CONTRARY ~~capital~~IS ~~for~~A ~~operations.~~CRIMINAL ~~Any investment in the shares offered herein involves a high degree of risk~~OFFENSE. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for Asset Solutions Inc which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

The Date ~~following~~of ~~table~~This ~~shows the~~Prospectus ~~anticipated~~is: ~~proceeds~~December ~~from the offering assuming the sale of 50%~~7, ~~75%, and 100% of the shares.~~2017

Gross proceeds	$	40,000	$	60,000	$	80,000
Offering expenses	$	8,000	$	8,000	$	8,000
Net proceeds	$	32,000	$	52,000	$	72,000

~~There~~Table 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. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file 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 apply for quotation on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application. 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.Contents

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 7 THROUGH 14 BEFORE BUYING ANY SHARES OF ASSET SOLUTIONS INC.’S COMMON STOCK.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

SUBJECT TO COMPLETION, DATED __________, 2015

3 | Page

TABLE OF CONTENTS

PROSPECTUS SUMMARY		5
Prospectus Summary	4
RISK FACTORS		7
The Offering	5
FORWARD-LOOKING STATEMENTS		15
Risk Factors	5
USE OF PROCEEDS		15
Special Note Regarding Forward-Looking Statements	17
DETERMINATION OF OFFERING PRICE		15
Use of Proceeds	17
DILUTION		16
Dilution	18
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		17
Market For Common Equity and Related Stockholder Matters	19
DESCRIPTION OF BUSINESS		22
Management’s Discussion and Analysis of Financial Condition and Results Of Operations	20
LEGAL PROCEEDINGS		25
Description of Business	23
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		25
Directors, Executive Officers, and Corporate Governance	27
EXECUTIVE COMPENSATION		27
Executive Compensation	30
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		28
Security Ownership of Certain Beneficial Owners and Management	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		28
Certain Relationships and Related Transactions	32
PLAN OF DISTRIBUTION		29
Selling Stockholder	33
DESCRIPTION OF SECURITIES		31
Plan of Distribution	34
INDEMNIFICATION		32
Description of Securities To Be Registered	36
INTERESTS OF NAMED EXPERTS AND COUNSEL		32
Legal Matters	37
EXPERTS		32
Experts	37
AVAILABLE INFORMATION		33
Interests of Named Experts and Counsel	37
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		33
Where You Can Find More Information	37
INDEX TO THE FINANCIAL STATEMENTS		F-1
Index To Consolidated Financial Statements	39

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. 3

4Table |of ~~Page~~Contents

PROSPECTUS SUMMARY

ASThis summary ~~USED~~highlights INselected ~~THIS~~information ~~PROSPECTUS,~~contained ~~UNLESS~~elsewhere ~~THE~~in ~~CONTEXT~~this ~~OTHERWISE~~Prospectus. ~~REQUIRES,~~This ~~“WE”,~~summary ~~“US”,~~does ~~“OUR”,~~not ~~“ASSET”~~contain ~~AND~~all ~~“ASSET~~the ~~SOLUTIONS”~~information that ~~REFERS~~you TOshould ~~ASSET~~consider ~~SOLUTIONS~~before ~~INC.~~investing ~~THE~~in ~~FOLLOWING~~the ~~SUMMARY~~common ~~DOES~~stock ~~NOT~~of ~~CONTAIN~~HypGen ~~ALL~~Inc OF(referred ~~THE~~to ~~INFORMATION~~herein ~~THAT~~as ~~MAY~~the BE“Company,” “HypGen,” ~~IMPORTANT~~“we,” TO“our,” ~~YOU~~and “us”). ~~YOU~~You ~~SHOULD~~should ~~READ~~carefully ~~THE~~read ~~ENTIRE~~the ~~PROSPECTUS~~entire ~~BEFORE~~Prospectus, including ~~MAKING~~“Risk ANFactors,” ~~INVESTMENT~~“Management’s ~~DECISION~~Discussion TOand ~~PURCHASE~~Analysis ~~OUR~~of ~~COMMON~~Financial ~~STOCK~~Condition and Results of Operations” and the financial statements before making an investment decision.

~~ASSET SOLUTIONS INC.~~Business Overview

We were ~~are~~incorporated aunder ~~development~~the ~~stage~~laws ~~company~~of ~~and~~the ~~commenced~~State ~~operations~~of inNevada ~~the~~on ~~distribution~~March of26, ~~office~~2015 ~~chair~~under ~~products.~~the name “Asset Solutions Inc.” ~~was incorporated in Nevada on~~ From March 26, 2015. Weto ~~intend~~January to25, ~~use~~2017, the ~~net~~Company ~~proceeds~~was ~~from~~in ~~this~~distribution ~~offering to develop our business operations (See “Description~~ of ~~Business”~~office ~~and~~chair ~~“Use of Proceeds”)~~products. ToBeginning ~~implement~~on ~~our~~January ~~plan~~25, of2017, ~~operations~~the Company wechanged ~~require~~its aname ~~minimum~~to of“Mega ~~$40,000~~Bridge ~~for~~Inc.” ~~the~~a ~~next~~real ~~twelve~~estate ~~months~~development ascompany ~~described~~specializing in ~~our~~undeveloped ~~Plan of Operations~~land. Beginning Weon ~~expect~~June ~~our~~28, ~~operations~~2017 tothe ~~begin~~company toacquired ~~generate~~bio-pharmaceutical ~~revenues~~intellectual ~~during~~property ~~months~~for ~~6-12~~the ~~after~~treatment ~~completion~~ of ~~this~~Parkinson’s disease ~~offering.~~(PD) ~~However,~~and ~~there~~ is noentering ~~assurance~~into ~~that~~Phase weII ~~will~~clinical ~~generate~~trials. ~~any~~The ~~revenue~~goal inis ~~the~~to ~~first~~perfect 12this ~~months~~indication ~~after~~for ~~completion~~marketing ~~our~~purposes ~~offering~~for distribution ~~or ever generate any revenue~~world-wide. On ~~Being~~July a18, ~~development stage company~~2017, weas ~~have very limited operating history. If we are unable to raise~~ a ~~minimum~~consequence ~~funding~~ of ~~$40,000 required to conduct~~ our new business ~~over~~direction, the ~~next~~Company 12changed ~~months,~~its ~~our~~name ~~business~~to HypGen ~~may~~Inc ~~fail.~~(“HypGen” ~~After~~or ~~twelve~~“the ~~months period we may need additional financing. Our principal executive offices are located at 5 Garbary, Gdansk, Poland 80327. Our phone number is (725~~Company”)~~333-1501~~.

From inception until the date of this filing, we have had limited operating activities. Our financial statements from inception (March 26, 2015) through the year ended May 31, 2015 and the subsequent quarter ended August 31, 2015, reported revenue of $60,885 and a net gain of $11,948. Our independent registered public accounting firm has issued an audit opinion for Asset Solutions Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan and entered into a Marketing and Sales Distribution Investment Agreement with our suppliers Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO.,LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED, dated March 27th, April 2nd and April 13th. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. The company is publicly offering its shares to raise funds in order for our business to develop its operations and increase its likelihood of commercial success.GHS

On November 13, 2017, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the terms of the GHS Purchase Agreement, GHS committed to purchase up to $7,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The purchase price per share to be paid by GHS shall be calculated as a twenty percent (20%) discount to the lowest closing price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted.

In connection with the GHS Purchase Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our common stock underlying the GHS Purchase Agreement within 30 days after the date of the GHS Purchase Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Purchase Agreement.

The 7,000,000 shares to be registered herein represent 5.15% of the shares then issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 7,000,000 shares to be registered herein represent 18.4 % of the shares issued and outstanding held by non-affiliates of the Company.

At an assumed purchase price of $0.80 (equal to 80% of the closing price of our common stock of $1,00 on November 13, 2017), we will be able to receive up to $5,600,000 in gross proceeds, assuming the sale of the entire 7,000,000 shares being registered hereunder pursuant to the GHS Purchase Agreement. Accordingly, we would be required to register 1,750,000 additional shares to obtain the balance of $1,400,000 under the GHS Purchase Agreement at an assumed purchase price of $0.80 per share. We are currently authorized to issue 2,000,000,000 shares of our common stock. GHS has agreed to refrain from holding an amount of shares which would result in GHS owning more than 9.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the GHS Purchase Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

GHS will periodically purchase our common stock under the GHS Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to GHS to raise the same amount of funds, as our stock price declines.

Because our ability to draw down any amounts under the GHS Purchase Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $7,000,000 under the GHS Purchase Agreement. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Purchase Agreement.

Table of Contents

Where You Can Find Us

Our principal office is located at 1999 Avenue of the Stars, Century City, California 90067. Our telephone number is (424) 253-1210.

THE OFFERING

The Offering	This is a self-underwritten, direct primary offering with no minimum purchase requirement.
Common stock offered by Selling Stockholder	7,000,000 shares of common stock.
The Issuer:	ASSET SOLUTIONS INC.
Common stock outstanding before the offering	135,800,000 shares of common stock as of December 5, 2017
Securities Being Offered:	2,000,000 shares of common stock.
Common stock outstanding after the offering	142,800,000 shares of common stock.
Price Per Share:	$0.04
Use of proceeds	We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of securities pursuant to the GHS Purchase Agreement. The proceeds received under the GHS Purchase Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company.
Duration of the Offering:	The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 2,000,000 shares is completed, (iii) when the Board of Directors decide that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part.
OTC Pink Trading Symbol	HPGN
Gross Proceeds	$80,000
Risk Factors	The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.
Securities Issued and Outstanding:	There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Olaf Robak
Subscriptions	All subscriptions once accepted by us are irrevocable.
Registration Costs	We estimate our total offering registration costs to be approximately $8,000.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

5 | Page

SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the period from March 26, 2015 (Inception) to May 31, 2015.

Financial Summary	May 31, 2015 ($) (Audited)
Cash		4,890
Total Assets		18,543
Total Liabilities		100
Total Stockholder’s Equity (Deficit)		18,443

Statement of Operations	Accumulated FromMarch 26, 2015 (Inception) to May 31, 2015 ($) (Audited)
Revenue		30,873
Cost of Sales		16,393
G&A Expenses		38
Net Gain for the Period		14,443
Net Gain per Share		0.00

The tables and information below are derived from our reviewed financial statements for the three month period from June 1, 2015 to August 31, 2015.

Financial Summary	August 31, 2015 ($) (unaudited)
Cash and Deposits		2,662
Total Assets		16,049
Total Liabilities		101
Total Stockholder’s Equity (Deficit)		15,948

Statement of Operations	Accumulated FromMarch 26, 2015 (Inception) to May 31, 2015 ($) (Audited)
Revenue		30,011
Cost of Sales		25,257
G&A Expenses		7,248
Net Gain for the Period		(2,494	)
Net Gain per Share		(0.00	)

6 | Page

RISK FACTORS

AnYou should ~~investment~~carefully inconsider ~~our~~the ~~common~~risks ~~stock~~described ~~involves~~below atogether ~~high~~with ~~degree~~all of ~~risk.~~the ~~You~~other ~~should~~information ~~carefully~~included ~~consider~~in ~~the~~this ~~risks~~Prospectus ~~described~~before making ~~below~~an ~~and~~investment ~~the~~decision ~~other~~with ~~information~~regard to our securities. The statements contained in or incorporated into this ~~prospectus~~Prospectus that ~~before~~are ~~investing~~not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in ~~our~~or ~~common~~implied ~~stock~~by forward-looking statements. If any of the following risks ~~occur~~actually occurs, our business, ~~operating~~financial ~~results~~condition ~~and~~or ~~financial~~results ~~condition~~of operations could be ~~seriously~~ harmed. ~~The~~In that case, 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~~Risks Related ~~ASSOCIATED~~To TOOur ~~OUR BUSINESS~~Business

WEWe are ~~HAVE~~a ~~EARNED~~development ~~LIMITED~~stage ~~REVENUE~~company ~~FROM~~and ~~ONE~~may ~~SALE;~~never ~~HOWEVER.~~commercialize ~~OUR~~any ~~ABILITY~~of TOour ~~DEVELOP~~products ~~AND~~or ~~SUSTAIN~~services ~~OUR~~or ~~OPERATIONS~~earn ISa ~~DEPENDENT ON OUR ABILITY TO RAISE FINANCING~~profit. ~~OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.~~

We are ~~have~~a ~~accrued~~development astage ~~net~~company ~~gain~~in ofthe ~~$11,948~~business ~~for~~of ~~the~~developing ~~period~~treatments ~~from~~for ~~our~~Parkinson’s ~~inception~~disease on(PD). ~~March~~We ~~26,~~currently ~~2015~~have no toproducts ~~May~~ready ~~31,~~for ~~2015~~commercialization, ~~and~~ have ~~revenues~~not asgenerated ofany ~~this~~revenue ~~date.~~from ~~Our~~operations ~~future~~and isexpect ~~dependent~~to ~~upon~~incur ~~our~~substantial ~~ability~~net tolosses for ~~obtain~~the ~~financing~~foreseeable future to further develop ~~our operations~~ and ~~upon~~commercialize ~~future~~our ~~profitable~~technology. ~~operations~~We incannot predict the ~~distribution~~extent of ~~office~~these ~~chair~~future ~~products. Further~~net losses, ~~the~~or ~~finances~~when ~~required~~we tomay ~~fully~~attain ~~develop~~profitability, ~~our~~if ~~plan~~at ~~cannot~~all. beIf ~~predicted~~we ~~with~~are ~~any~~unable ~~certainty~~to ~~and~~generate ~~may~~significant ~~exceed~~revenue ~~any~~from ~~estimates~~our wetechnology ~~set~~or attain ~~forth.~~profitability, ~~These factors raise substantial doubt that~~ we will not be able to ~~continue~~sustain ~~as a going concern~~operations. ~~Bharat~~Because ~~Parikh~~of &the ~~Associates~~numerous ~~C.A.,~~risks ~~our~~and ~~independent~~uncertainties ~~registered~~associated ~~public~~with developing ~~accounting~~and ~~firm,~~commercializing ~~has expressed substantial doubt about~~ our ~~ability~~technology, towe ~~continue~~are asunable ~~a going concern. This opinion could materially limit our ability~~ to ~~raise~~predict ~~additional~~the ~~funds~~extent byof ~~issuing~~any ~~new~~future ~~debt~~losses or ~~equity~~when ~~securities~~we orwill ~~otherwise~~become profitable, if ever. IfWe wemay ~~fail~~never tobecome ~~raise~~profitable ~~sufficient~~and ~~capital~~you ~~when~~may ~~needed,~~never wereceive ~~will~~a ~~not~~return beon ~~able~~an toinvestment ~~complete~~in our ~~business~~common ~~plan~~stock. AsAn investor ain ~~result~~our wecommon ~~may~~stock ~~have~~must tocarefully ~~liquidate~~consider ~~our~~the ~~business~~substantial ~~and~~challenges, ~~you~~risks ~~may~~and ~~lose~~uncertainties ~~your~~inherent ~~investment.~~in ~~You~~the ~~should~~attempted development ~~consider~~and ~~our~~commercialization ~~independent~~of ~~registered~~medical ~~public~~treatments. ~~accountant’s~~We ~~comments~~may ~~when~~never ~~determining~~successfully ifcommercialize anour ~~investment~~technology, inand ~~Asset~~our ~~Solutions~~business may ~~Inc~~fail. ~~is suitable.~~

~~7 | Page~~5

WETable ~~ARE~~of SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO DEVELOP OUR BUSINESS OPERATION, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES AND PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.Contents

~~Our current operating funds are less than necessary to complete our intended operations in the distribution of office chair products.~~ We will need ~~the~~to ~~proceeds~~raise ~~from~~substantial ~~this~~additional ~~offering~~capital to ~~expand~~commercialize our ~~operations as described in the “Plan of Operation” section of this prospectus. As of August 31~~technology, ~~2015, we had cash in the amount of $2,662~~ and ~~liabilities~~our offailure ~~$101. As~~to ofobtain ~~August~~funding 31when ~~2015, we had revenues of $60,855 with cost of goods sold of $41,650. The proceeds of this offering~~ needed may ~~not~~force ~~be sufficient for~~ us to ~~achieve~~delay, ~~revenues~~reduce ~~and~~or ~~profitable~~eliminate ~~operations.~~our Weproduct ~~may~~development ~~need~~programs ~~additional funds to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available~~ or ifcollaboration ~~available, on terms that will be acceptable to us~~efforts.

WEAs of ~~ARE~~the Adate ~~DEVELOPMENT~~of ~~STAGE~~this ~~COMPANY~~Prospectus, ~~AND~~we ~~HAVE~~have ~~COMMENCED~~limited ~~LIMITED~~cash ~~OPERATIONS~~resources. Due INto ~~OUR~~our ~~BUSINESS~~expectation that we will continue to incur losses in the future, we will be required to raise additional capital to complete the development and commercialization of our technology. During WEthe ~~EXPECT~~next TO12 months ~~INCUR~~and ~~OPERATING~~potentially ~~LOSSES~~thereafter, ~~FOR~~we ~~THE~~will ~~FORESEEABLE~~have ~~FUTURE~~to raise additional funds to continue the development and commercialization of our technology. When we seek additional capital, we may seek to sell additional equity and/or debt securities or to obtain a credit facility, which we may not be able to do on favorable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our technologies, restrict our operations or obtain funds by entering into agreements on unattractive terms.

WeOur ability ~~were incorporated on March 26, 2015 and~~ to ~~date~~successfully ~~have~~commercialize been involved primarily in organizational activities, getting initial sales done and purchasing an office located at 5 Garbary, Gdansk, Poland 80327. We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our ~~business~~technology will bedepend ~~successful.~~largely ~~Potential~~upon ~~investors should be aware of~~ the ~~difficulties~~extent ~~normally~~to ~~encountered~~which bythird-party ~~new~~payors ~~companies and~~ reimburse the ~~high~~costs ~~rate~~for ofour ~~failure~~treatment ~~of such enterprises. The likelihood of success must be considered~~ in ~~light of~~ the ~~problems,~~future. ~~expenses,~~Physicians ~~difficulties, complications~~ and ~~delays~~patients ~~encountered~~may indecide ~~connection~~not ~~with the operations that we plan~~ to ~~undertake. These~~order ~~potential~~our ~~problems~~products ~~include,~~unless ~~but~~third-party ~~are not limited to~~payors, such ~~unanticipated~~as ~~problems~~managed ~~relating~~care toorganizations ~~the~~as ~~ability~~well toas ~~generate~~government ~~sufficient~~payors ~~cash~~such ~~flow~~as toMedicare ~~operate our business,~~ and ~~additional~~Medicaid ~~costs~~pay ~~and~~a ~~expenses~~substantial ~~that~~portion ~~may~~of ~~exceed current estimates. We anticipate that we will incur increased operating expenses without realizing increase in revenues. We expect to incur losses into~~ the price ~~foreseeable~~of ~~future. We recognize that if~~ the ~~effectiveness of our business plan is not forthcoming, we will not be able to continue business operations~~treatment. ~~There~~ isReimbursement noby ~~history~~a ~~upon~~third-party ~~which~~payor tomay ~~base~~depend ~~any~~on ~~assumption~~a asnumber toof ~~the likelihood that we will prove successful~~factors, ~~and~~including ita ispayor’s ~~doubtful~~ determination that ~~we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks,~~ our ~~business~~product ~~will~~candidates ~~most likely fail.~~ are:

~~We require minimum funding of approximately $40,000 to conduct our proposed operations for a period of one year. If we are~~ • not ~~able~~experimental ~~to raise this amount,~~ or if we experience a shortage of funds prior to funding we may utilize funds from Olaf Robak, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses. However, Mr.Robak has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. After one year we may need additional financing. We do not currently have any arrangements for additional financing.investigational;

If we are successful in raising the funds from this offering, we plan to commence activities to continue our operations. We cannot provide investors with any assurance that we will be able to raise sufficient funds to continue our business plan according to our plan of operations.• effective;

8• medically ~~| Page~~necessary;

WE• appropriate ~~FACE~~for ~~STRONG~~the ~~COMPETITION~~specific ~~FROM LARGER AND WELL ESTABLISHED COMPANIES, WHICH COULD HARM OUR BUSINESS AND ABILITY TO OPERATE PROFITABLY.~~patient;

Our industry is competitive. There are many different office chair 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 implemented by our competitors could impact our limited financial resources and adversely affect our ability to compete in our market.• cost-effective;

IF• supported WEby DOpeer-reviewed ~~NOT~~publications; ~~ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.~~and

We• included ~~currently~~in ~~have~~clinical nopractice ~~customers~~guidelines. We have not identified any customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, 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 sell office chair products at prices which generate a profit.

~~BECAUSE~~Market acceptance, WEsales ~~ARE~~of ~~SMALL~~products ~~AND~~based DOupon ~~NOT~~our ~~HAVE~~technology, ~~MUCH~~and ~~CAPITAL~~our profitability may depend on reimbursement policies and health care reform measures. Several entities conduct technology assessments of medical treatments and provide the results of their assessments for informational purposes to other parties. These assessments may be used by third-party payors and health care providers as grounds to deny coverage for a treatment or procedure. The levels at which government authorities and third-party payors, ~~OUR~~such as ~~MARKETING~~private ~~CAMPAIGN~~health ~~MAY~~insurers ~~NOT~~and BEhealth ~~ENOUGH~~maintenance TOorganizations, ~~ATTRACT~~may ~~SUFFICIENT~~reimburse ~~CLIENTS~~the TOprice ~~OPERATE~~patients ~~PROFITABLY~~pay for such products could affect whether we are able to commercialize our products. IFOur WEtechnology DOmay ~~NOT~~receive ~~MAKE~~negative Aassessments ~~PROFIT~~that may impact our ability to receive reimbursement of the treatment. Since each payor makes its own decision as to whether to establish a policy to reimburse a treatment, WEseeking ~~WILL~~these ~~SUSPEND~~approvals ORmay ~~CEASE~~be ~~OPERATIONS~~a time-consuming and costly process. We cannot be sure that reimbursement in the U.S. or elsewhere will be available for any of our products in the future. If reimbursement is not available or is limited, we may not be able to commercialize our products.

~~Due~~If we toare ~~the~~unable ~~fact~~to weobtain ~~are~~reimbursement ~~small~~approval ~~and~~from doprivate ~~not~~payors ~~have~~and ~~much~~Medicare ~~capital,~~and weMedicaid ~~must~~programs ~~limit~~for our ~~marketing~~product ~~activities~~candidates, or ~~and~~if ~~may~~the ~~not~~amount bereimbursed ~~able~~is toinadequate, ~~make~~ our ~~products~~ability ~~known~~ to ~~potential~~generate ~~customers~~revenues could be limited. ~~Because~~Even if we ~~will~~are bebeing ~~limiting~~reimbursed, insurers ~~our~~may ~~marketing~~withdraw ~~activities,~~their wecoverage ~~may~~policies ~~not~~or becancel ~~able~~their tocontracts ~~attract~~with ~~enough~~us ~~customers~~at toany ~~operate~~time, ~~profitably.~~stop Ifpaying wefor ~~cannot~~our ~~operate~~treatment ~~profitably,~~or reduce wethe ~~may~~payment ~~have~~rate tofor ~~suspend~~our ortreatment, ~~cease~~which ~~operations~~would reduce our revenue.

~~BECAUSE WE WILL EXPORT OUR PRODUCTS FROM CHINA, A DISRUPTION IN THE DELIVERY OF EXPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.~~6

WeTable ~~will export our product from China. Because we plan to purchase our products in China and have them shipped to the locations~~ of our customers in the United States and possibly later in Europe, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in the destination countries. Deliveries of our products may be disrupted through factors such as:Contents

	(1)	raw material shortages, work stoppages, strikes and political unrest;
	(2)	problems with ocean shipping, including work stoppages and shipping container shortages;
	(3)	increased inspections of import shipments or other factors causing delays in shipments; and
	(4)	economic crises, international disputes and wars.

Even if approved, our product candidates may not achieve broad market acceptance among physicians, patients and healthcare payors, and as a result our revenues generated from their sales may be limited.

~~Most~~The commercial success of our ~~competitors warehouse~~ products ~~they~~will ~~import~~depend ~~from~~upon ~~overseas,~~its ~~which~~acceptance ~~allows~~among ~~them~~the tomedical ~~continue~~community, ~~delivering~~including ~~their products for the near term~~physicians, ~~despite~~health ~~overseas~~care payors ~~shipping~~and ~~disruptions~~patients. IfThe ~~our~~degree ~~competitors~~of ~~are~~market ~~able~~acceptance toof ~~deliver products when we cannot,~~ our ~~reputation~~current ~~may~~or befuture ~~damaged~~product ~~and~~candidates wewill ~~may~~depend ~~lose~~on ~~customers~~a tonumber ~~our~~of ~~competitors.~~factors, including:

9• limitations |or ~~Page~~warnings contained in our product candidates’ FDA-approved labeling;

~~BECAUSE~~• changes ~~CHINESE~~in ~~LAW~~the ~~GOVERNS~~standard ~~ALMOST~~of ~~ALL~~care OFor ~~OUR~~availability ~~MATERIAL~~of ~~AGREEMENTS,~~alternative WEtherapies ~~MAY~~at ~~NOT~~similar BEor ~~ABLE~~lower TOcosts ~~ENFORCE~~for ~~OUR~~the ~~LEGAL~~targeted ~~RIGHTS~~indications for ~~WITHIN~~any ~~CHINA~~of ORour ~~ELSEWHERE,~~product ~~WHICH COULD RESULT IN A SIGNIFICANT LOSS OF BUSINESS, BUSINESS OPPORTUNITIES, OR CAPITAL.~~candidates;

We• limitations have a supply agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED. We cannot assure you that we will be able to enforce this agreement or any of our material agreements that we may enter into or that remedies will be available outside of China. The system of laws and the enforcement of existing laws in ~~China may not be as certain in implementation and interpretation as in~~ the ~~United~~approved ~~States. The~~clinical ~~Chinese~~indications ~~judiciary~~for is relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy under any of our ~~agreements~~product ~~could result in a significant loss of business, business opportunities or capital.~~candidates;

~~IMPOSITION~~• demonstrated OFclinical ~~TRADE~~safety ~~BARRIERS~~and ~~AND~~efficacy ~~TAXES~~compared ~~MAY~~to ~~REDUCE~~other ~~OUR ABILITY TO DO BUSINESS INTERNATIONALLY, AND THE RESULTING LOSS OF REVENUE COULD HARM OUR PROFITABILITY.~~products;

We• lack ~~may experience barriers to conducting business and trade in our targeted emerging markets in the form~~ of ~~delayed~~significant ~~customs~~adverse ~~clearances,~~side customs duties and tariffs. In addition, we may be subject to repatriation taxes levied upon the exchange of income from local currency into foreign currency, substantial taxes of profits, revenues, assets and payroll, as well as value-added tax. The markets in which we plan to operate may impose onerous and unpredictable duties, tariffs and taxes on our business and products, and there can be no assurance that this will not reduce the level of sales that we achieve in such markets, which would reduce our revenues and profits.effects;

~~BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE IN OUR INTENDED OPERATIONS OF THE DISTRIBUTION OF OFFICE CHAIR PRODUCTS~~• sales, ~~OUR~~marketing ~~BUSINESS~~and ~~HAS~~distribution ~~A HIGH RISK OF FAILURE.~~support;

~~Our~~• availability ~~sole officer and director has no professional training or experience in the distribution~~ of ~~office~~reimbursement ~~chair~~from ~~products. Mr.Robak’s~~managed ~~lack~~care ofplans ~~experience might hinder our ability to continue selling our office chair products~~ and ~~increase~~other ~~our~~third-party ~~earned revenue. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.~~payors;

~~ALL~~• timing OFof ~~OUR~~market ~~PRODUCT~~introduction ~~PURCHASES~~and ~~WILL~~perceived BEeffectiveness ~~MADE~~of ~~FROM~~competitive ~~SUPPLIERS IN ONE COUNTRY. IF THESE SUPPLIERS DECREASE OR TERMINATE THEIR RELATIONSHIPS WITH US OUR BUSINESS WOULD LIKELY FAIL IF WE ARE UNABLE TO FIND A SUBSTITUTE FOR THESE COMPANIES.~~products;

As a result of being totally dependent on our wholesale suppliers only located in China, we may be subject to certain risks, including changes in regulatory requirements, tariffs and other barriers, increased pressure, timing and availability of export licenses, • the ~~burden~~degree of complying with a variety of foreign laws and treaties, and uncertainties relative to regional, political and economic circumstances. We purchase our products from Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED. Our agreement with these companies does not prevent them from supplying their office chair products to our competitors or directly to consumers. If these companies decrease, modify or terminate their associations with us for any other reason, we would suffer an interruption in our business unless and until we found a substitute for these suppliers. If we were unable to find a substitute for these suppliers, our business would likely fail. We cannot predict what the likelihood would be of finding acceptable substitute suppliers.cost-effectiveness;

10• availability |of ~~Page~~alternative therapies at similar or lower cost, including generics and over-the-counter products;

~~BECAUSE~~• the ~~OUR~~extent ~~SOLE~~to ~~OFFICER~~which ~~AND~~our ~~DIRECTOR~~product ~~WILL~~candidates ~~OWN~~are ~~50%~~approved ORfor ~~MORE~~inclusion OFon ~~OUR~~formularies ~~OUTSTANDING~~of ~~COMMON~~hospitals ~~STOCK,~~and HEmanaged ~~WILL~~care ~~MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.~~organizations;

~~Mr.~~• whether ~~Robak,~~ our ~~sole~~product ~~officer~~candidates ~~and~~are ~~director,~~designated ~~will~~under ~~own~~physician 50treatment %guidelines orfor ~~more of~~ the ~~outstanding~~treatment ~~shares~~ of ~~our common stock based on~~ the ~~number~~indications offor ~~shares~~which we ~~sold in the offering. Accordingly, he will~~ have ~~significant~~received ~~influence~~regulatory in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Robak may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.approval;

~~BECAUSE~~• adverse ~~OUR~~publicity ~~SOLE~~about ~~OFFICER~~our ~~AND~~product ~~DIRECTOR~~candidates ~~WILL~~or ~~ONLY~~favorable BEpublicity ~~DEVOTING~~about ~~LIMITED~~competitive TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US TO CEASE OPERATIONS.products;

~~Olaf~~• convenience ~~Robak, our sole officer~~ and ~~director~~ease ~~will~~of ~~only~~administration beof ~~devoting limited time to~~ our ~~operations.~~product Hecandidates; ~~will be devoting approximately 20 hours a week to our operations. Because our sole office~~ and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

~~ANY~~• potential ~~ADDITIONAL~~product ~~FUNDING~~liability ~~WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS~~claims.

WeIf our ~~must~~product ~~raise~~candidates ~~additional~~are ~~capital~~approved, inbut ~~order~~do ~~for~~not ~~our~~achieve ~~business~~an ~~plan~~adequate tolevel ~~succeed.~~of ~~Our~~acceptance ~~most~~by ~~likely~~physicians, ~~source~~patients, ofthe ~~additional~~medical ~~capital~~community and ~~will~~healthcare bepayors, ~~through~~sufficient ~~the~~revenue ~~sale~~may ofnot ~~additional~~be ~~shares~~generated offrom ~~common~~these ~~stock.~~products ~~Such~~and ~~stock~~we ~~issuances~~may ~~will~~not ~~cause~~become ~~stockholders'~~or ~~interests~~remain inprofitable. In ~~our~~addition, ~~company~~efforts to beeducate ~~diluted.~~the ~~Such~~medical ~~dilution~~community ~~will~~and ~~negatively~~third-party ~~affect~~payors on the ~~value~~benefits of anour ~~investor's~~product ~~shares~~candidates may require significant resources and may never be successful.

~~OUR~~If our ~~SOLE~~potential ~~OFFICER~~treatments ~~AND~~are ~~DIRECTOR~~unable ~~HAS~~to NOcompete ~~EXPERIENCE~~effectively ~~MANAGING~~with Acurrent ~~PUBLIC~~and ~~COMPANY~~future ~~WHICH~~treatments IStargeting ~~REQUIRED~~similar TOmarkets ~~ESTABLISH~~as ~~AND~~our potential ~~MAINTAIN~~products, ~~DISCLOSURE~~our ~~CONTROL~~commercial ~~AND~~opportunities ~~PROCEDURES~~will ~~AND~~be ~~INTERNAL~~reduced ~~CONTROL~~or ~~OVER FINANCIAL REPORTING~~eliminated.

WeThe medical ~~have~~treatment ~~never~~industry ~~operated~~for asHL ais ~~public~~intensely ~~company~~competitive and characterized by rapid technological progress. ~~Olaf~~In ~~Robak,~~each of our ~~sole~~potential product ~~officer~~areas, we face significant competition from large biotechnology, medical diagnostic and ~~director~~other ~~has~~companies. noThe ~~experience~~technologies associated ~~managing~~with athe ~~public~~medical ~~company~~industry ~~which~~are evolving rapidly and there is ~~required~~intense tocompetition ~~establish~~within ~~and~~such ~~maintain~~industry. ~~disclosure~~Certain ~~controls~~companies have ~~and~~established ~~procedures~~technologies that may be competitive to our technology and ~~internal~~any ~~control~~future ~~over~~products ~~financial~~that ~~reporting~~we develop. AsSome aof ~~result,~~these competing wecompanies may ~~not~~use bedifferent ~~able~~approaches or means to ~~operate~~obtain ~~successfully~~results, aswhich acould ~~public~~be ~~company,~~more ~~even~~effective ifor ~~our~~less ~~operations~~expensive ~~are~~than our ~~successful~~treatments. WeMoreover, ~~plan~~these toand ~~comply~~other ~~with~~future ~~all~~competitors have or may have considerably greater resources than we do in terms of ~~the~~technology, ~~various~~sales, ~~rules~~marketing, commercialization and ~~regulations~~capital resources. These competitors may have substantial advantages over us in terms of research and development expertise, ~~which~~experience ~~are~~in ~~required~~clinical ~~for~~studies, aexperience ~~public~~in ~~company~~regulatory ~~that~~issues, isbrand ~~reporting~~name exposure ~~company~~and ~~with~~expertise ~~the~~in ~~Securities~~sales and ~~Exchange~~marketing ~~Commission~~as well as in operating central laboratory services. ~~However~~Many of these organizations have financial, ifmarketing weand ~~cannot~~human ~~operate~~resources greater than ours; therefore, there can be no assurance that we can successfully compete aswith apresent ~~public~~or ~~company,~~potential ~~your~~competitors ~~investment~~or ~~may~~that besuch competition will not have a materially ~~adversely~~adverse ~~affected~~effect on our business, financial position or results of operations.

ASSince our ANtechnology ~~“EMERGING~~is ~~GROWTH~~under ~~COMPANY”~~development, ~~UNDER~~we ~~THE~~cannot ~~JOBS~~predict ~~ACT~~the relative competitive position of any product based upon the technology. However, WEwe ~~ARE~~expect ~~PERMITTED~~that TOthe ~~RELY~~following ONfactors ~~EXEMPTIONS~~will ~~FROM~~determine ~~CERTAIN~~our ~~DISCLOSURE~~ability ~~REQUIREMENTS~~to compete effectively: safety and efficacy; product price; turnaround time; ease of administration; performance; reimbursement; and marketing and sales capability.

WeIf our ~~qualify~~clinical asstudies ando ~~“emerging~~not ~~growth~~prove ~~company” under~~ the ~~JOBS~~superiority ~~Act.~~of Asour ~~a result~~technologies, we ~~are~~may ~~permitted~~never ~~to,~~sell ~~and~~our ~~intend~~products ~~to,~~and ~~rely on exemptions from certain disclosure requirements~~services. ~~For so long as we are an emerging growth company, we will not be required to:~~

-The results ~~have~~of ~~an auditor report on~~ our ~~internal~~clinical ~~controls~~studies ~~over~~may ~~financial~~not ~~reporting~~show ~~pursuant~~that totreatment ~~Section~~results ~~404(b)~~using ofour ~~the~~technology ~~Sarbanes-Oxley~~are ~~Act;~~superior ~~- provide an auditor attestation with respect~~ to ~~management’s~~existing ~~report~~treatment. ~~on the effectiveness of our internal controls over financial reporting; - comply with any requirement~~ In that ~~may~~event, bewe ~~adopted~~will byhave ~~the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement~~ to ~~the~~devote ~~auditor’s~~significant ~~report providing additional information about the audit and the~~ financial ~~statements (i.e., an auditor discussion~~ and ~~analysis);~~other -resources ~~submit certain executive compensation matters~~ to ~~shareholder~~further ~~advisory~~research ~~votes, such as “say-on-pay”~~ and ~~“say-on-frequency;”~~development, and -commercialization of ~~disclose~~products ~~certain~~using ~~executive~~our ~~compensation~~technologies ~~related~~will ~~items~~be ~~such~~delayed asor ~~the~~may ~~correlation~~never ~~between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation~~occur.

~~11 | Page~~7

InTable ~~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.Contents

~~We will remain an “emerging growth company” for up to five years~~At present, ~~or until the earliest of (i) the last day of the first fiscal year in which~~ our ~~total~~success ~~annual~~depends ~~gross~~solely ~~revenues~~on ~~exceed $1 billion, (ii)~~ the ~~date~~successful ~~that~~development weand ~~become~~commercialization ~~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~~compound 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~~development, wewhich cannot ~~may still~~ be, inassured ~~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~~We are ~~such~~focused ~~time,~~on ~~however~~the development of the RP-323 compound, wea ~~cannot~~naturally ~~predict~~occurring ifcompound ~~investors~~that ~~will~~has ~~find~~a ~~our~~number ~~common~~of ~~stock~~properties ~~less~~that ~~attractive~~are uniquely ~~because~~suited wefor ~~may~~the ~~rely~~treatment onof ~~these~~patients ~~exemptions.~~with IfPD ~~some~~and ~~investors~~in ~~find~~stimulating ~~our~~white ~~common~~blood ~~stock~~cells. ~~less~~The ~~attractive~~successful ascommercialization aof this ~~result~~product candidate, ~~there~~either ~~may~~by beus aor ~~less~~by ~~active~~strategic ~~trading~~partners, ~~market~~is crucial for our ~~common~~success. ~~stock~~Our proposed products and ~~our~~their ~~stock~~potential applications ~~price~~are ~~may~~in bean ~~more~~early ~~volatile~~stage of clinical and manufacturing/process development and face a variety of risks and uncertainties. Principally, these risks include the following:

~~RISKS~~• clinical ~~ASSOCIATED~~trial ~~WITH~~results ~~THIS~~may ~~OFFERING~~show that our product candidates are not well tolerated by recipients at its effective doses or are not efficacious;

~~OUR~~• future ~~PRESIDENT,~~clinical ~~MR.~~trial ~~ROBAK~~results ~~DOES~~may ~~NOT~~be ~~HAVE~~inconsistent ~~ANY~~with ~~PRIOR~~testing ~~EXPERIENCE~~results ~~OFFERING~~obtained AND SELLING SECURITIES, AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.to-date;

~~Mr.~~• even ~~Robak~~if ~~does~~our ~~not~~product ~~have~~candidates ~~any~~are ~~experience~~shown ~~conducting a securities offering. Consequently, we may not be able~~ to ~~raise any funds successfully. Also, the best effort offering does not require a minimum amount to~~ be ~~raised.~~safe Ifand weeffective ~~are~~for ~~not~~their ~~able~~intended ~~to raise sufficient funds~~purposes, we may ~~not~~face besignificant ~~able~~or tounforeseen difficulties ~~fund~~in ~~our~~obtaining ~~operations~~or asmanufacturing ~~planned,~~sufficient ~~and~~quantities ~~our~~at ~~business~~reasonable ~~will~~prices ~~suffer~~or ~~and~~at ~~your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.~~all;

~~BECAUSE~~• even ~~THE~~if ~~OFFERING~~our ~~PRICE~~product ~~HAS~~candidates ~~BEEN~~are ~~ARBITRARILY~~successfully ~~SET~~developed, BYcommercially ~~THE~~produced ~~COMPANY,~~and ~~YOU~~receive ~~MAY~~all ~~NOT~~necessary ~~REALIZE~~regulatory Aapprovals, there ~~RETURN~~is ONno ~~YOUR~~guarantee ~~INVESTMENT~~that ~~UPON~~there ~~RESALE~~will OFbe ~~YOUR~~market ~~SHARES.~~acceptance of our products; and

~~The~~• our ~~offering~~ability ~~price and other terms and conditions relative~~ to ~~the~~complete ~~Company’s shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as~~ the ~~Company~~development ~~was formed on March 26, 2015~~ and ~~has~~commercialization ~~only a limited operating history and initial earnings, the price~~ of ~~the~~our ~~offered~~product ~~shares~~candidates ~~is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price~~ for ~~the~~their ~~shares~~intended oruse ~~the~~is ~~fairness~~substantially dependent ofupon ~~the offering price used for the shares, as such~~ our ~~stockholders~~ability ~~may not be able~~ to ~~receive~~raise asufficient ~~return~~capital onor ~~their~~to ~~investment~~obtain ~~when~~and ~~they~~maintain ~~sell~~experienced ~~their~~and ~~shares~~committed ofpartners ~~common~~to ~~stock.~~assist us with

12• obtaining |clinical ~~Page~~and regulatory approvals for, and the manufacturing, marketing and distribution of, our products;

WE• our ~~ARE~~competitors ~~SELLING~~may ~~THIS~~develop ~~OFFERING~~therapeutics ~~WITHOUT~~or ANother ~~UNDERWRITER~~treatments ~~AND~~which ~~MAY~~are BEsuperior ~~UNABLE~~or TOless ~~SELL~~costly ~~ANY~~than ~~SHARES~~our own with the result that our product candidates, even if they are successfully developed, manufactured and approved, may not generate sufficient revenues to offset the development and manufacturing costs of our product candidates.

~~This offering is self-underwritten, that is,~~ If we are ~~not~~unsuccessful ~~going~~in todealing ~~engage~~with ~~the~~any ~~services~~ of anthese ~~underwriter~~risks, toor ~~sell~~if ~~the shares;~~ we ~~intend~~are unable to ~~sell~~successfully ~~our~~commercialize ~~shares through~~ our ~~President,~~cancer-targeting technologies ~~who~~for ~~will~~some ~~receive~~other noreason, ~~commissions.~~our ~~There~~business, isprospects, nofinancial ~~guarantee~~condition, ~~that he will be able to sell any of the shares. Unless he is successful in selling at least 50% of the shares~~ and weresults ~~receive the proceeds in the amount~~ of ~~$40,000~~operations ~~from this offering, we~~ may ~~have~~be toadversely ~~seek alternative financing to implement our business plan~~affected.

~~THE~~The failure ~~TRADING~~to INcomplete ~~OUR~~development ~~SHARES~~of ~~WILL~~our BEtechnology, ~~REGULATED~~to BYobtain ~~THE~~government ~~SECURITIES~~approvals, ~~AND~~including ~~EXCHANGE~~required ~~COMMISSION~~FDA ~~RULE~~approvals, ~~15G-9~~or ~~WHICH~~to ~~ESTABLIHED~~comply with ~~THE~~ongoing ~~DEFINITION~~governmental OFregulations Acould ~~“PENNY~~prevent, ~~STOCK~~delay or limit introduction or sale of proposed products and result in failure to achieve revenues or maintain our ongoing business .”

~~The~~Our research ~~shares~~and ~~being~~development ~~offered~~activities ~~are~~and ~~defined as a penny stock under~~ the ~~Securities~~manufacture and ~~Exchange~~marketing ~~Act~~ of ~~1934,~~our asintended ~~amended~~products ~~(the~~are ~~“Exchange~~subject ~~Act”),~~to ~~and~~extensive ~~rules~~regulation for ofsafety, ~~the~~efficacy ~~Commission. The Exchange Act~~ and ~~such~~quality ~~penny~~by ~~stock~~numerous ~~rules~~government ~~generally~~authorities ~~impose~~in ~~additional~~the ~~sales~~U.S. ~~practice~~ and ~~disclosure~~abroad. ~~requirements~~Before onreceiving ~~broker-dealers~~clearance ~~who~~to ~~sell~~ market our ~~securities~~proposed toproducts ~~persons~~by ~~other~~the ~~than~~FDA, ~~certain~~we ~~accredited~~will ~~investors~~have ~~who~~to ~~are,~~demonstrate ~~generally,~~that ~~institutions~~our ~~with~~products ~~assets~~are insafe ~~excess~~and ofeffective ~~$2,000,000~~for orthe ~~individuals~~patient ~~with~~population for ~~net~~the ~~worth~~diseases inthat ~~excess~~are ofto ~~$1,000,000~~be ortreated. ~~annual~~Clinical ~~income exceeding $200~~trials,~~000~~ ~~($300,000~~manufacturing ~~jointly~~and ~~with~~marketing ~~spouse),~~of ordrugs inare ~~transactions~~subject ~~not~~to ~~recommended by~~ the ~~broker-dealer.~~rigorous ~~For~~testing and ~~transactions~~approval ~~covered~~process byof the ~~penny~~FDA ~~stock~~and ~~rules,~~equivalent aforeign ~~broker~~regulatory ~~dealer~~authorities. ~~must~~The ~~make~~Federal ~~certain~~Food, ~~mandated~~Drug ~~disclosures~~and inCosmetic ~~penny~~Act ~~stock~~and ~~transactions~~other federal, ~~including~~state ~~the~~and ~~actual~~foreign ~~sale~~statutes ~~or purchase price~~ and ~~actual~~regulations ~~bid~~govern and ~~offer~~influence ~~quotations,~~ the ~~compensation~~testing, tomanufacturing, belabeling, ~~received~~advertising, ~~by the broker-dealer~~ distribution and ~~certain~~promotion ~~associated~~of ~~persons,~~drugs and ~~deliver~~medical ~~certain~~devices. ~~disclosures~~As ~~required~~a ~~by the Commission. Consequently~~result, ~~the~~clinical ~~penny~~trials ~~stock~~and ~~rules~~regulatory ~~may~~approval ~~make~~can ittake ~~difficult~~many ~~for~~years ~~you~~ to ~~resell~~accomplish and ~~any~~require ~~shares~~the ~~you~~expenditure ~~may~~of ~~purchase~~substantial financial, ifmanagerial atand ~~all~~other resources.

~~DUE~~In order TOto ~~THE~~be ~~LACK~~commercially OFviable, Awe ~~TRADING~~must ~~MARKET~~successfully ~~FOR~~research, ~~OUR~~develop, ~~SECURITIES~~obtain regulatory approval for, ~~YOU~~manufacture, ~~MAY~~introduce, market ~~HAVE~~and ~~DIFFICULTY~~distribute ~~SELLING~~our ~~ANY~~technologies. ~~SHARES~~This ~~YOU~~includes ~~PURCHASE~~meeting INa ~~THIS~~number ~~OFFERING.~~of critical developmental milestones including:

We• demonstrating ~~are~~benefit ~~not~~from ~~registered~~delivery 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 plan to contact a market maker immediately following the completion of ~~the~~each ~~offering~~specific ~~and~~drug 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~~specific onmedical 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. As of the date of this filing, there have been no discussions or understandings between Asset Solutions Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. 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.indications;

13• demonstrating |through ~~Page~~clinical trials that each drug is safe and effective; and

WE• demonstrating ~~WILL~~that ~~INCUR~~we ~~ONGOING~~have ~~COSTS~~established ~~AND~~viable ~~EXPENSES~~Good ~~FOR~~Manufacturing ~~SEC~~Practices ~~REPORTING~~capable ~~AND~~of ~~COMPLIANCE.~~potential ~~WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL~~scale-up.

The timeframe ~~estimated~~necessary ~~cost of this registration statement is $8,000. We will have~~ to ~~utilize~~achieve ~~funds~~these ~~from~~developmental ~~Olaf~~milestones ~~Robak,~~may ~~our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. After the effective date of this prospectus, we will~~ be ~~required~~long ~~to file annual, quarterly~~ and ~~current reports~~uncertain, ~~or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering~~ and ~~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~~may ~~require~~not ~~future~~successfully ~~revenues to cover the cost of~~ complete these ~~filings,~~milestones ~~which~~for ~~could~~any ~~comprise a substantial portion~~ of our ~~available~~intended ~~cash~~products ~~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~~development. ~~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.~~8

WeTable ~~will be 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.Contents

In addition ~~the future, if we fail~~ to ~~complete~~ the ~~annual~~risks ~~Section~~previously ~~404 evaluation in a timely manner~~discussed, weour ~~could~~technology beis subject to ~~regulatory~~developmental ~~scrutiny~~risks 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 isinclude ~~adverse in~~ the ~~event it is not satisfied with the level at which our controls are documented, designed or operating.~~following:

14• uncertainties |arising ~~Page~~from the rapidly growing scientific aspects of drug therapies and potential treatments;

~~FORWARD~~• uncertainties ~~LOOKING~~arising ~~STATEMENTS~~as a result of the broad array of alternative potential; and

~~This~~• expense ~~prospectus contains forward-looking statements that involve risk~~ and ~~uncertainties.~~time Weassociated ~~use~~with ~~words~~the ~~such~~development ~~as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”,~~ and ~~similar~~regulatory ~~expressions~~approval ~~to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates~~ of ~~management~~treatments ~~as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements~~ for ~~many~~PD ~~reasons, including the risks faced by us as described in the “Risk Factors” section~~ and ~~elsewhere~~other ~~in this prospectus~~conditions.

In order to conduct the clinical trials that are necessary to obtain approval by the FDA to market a product, it is necessary to receive clearance from the FDA to conduct such clinical trials. The FDA can halt clinical trials at any time for safety reasons or because we or our clinical investigators do not follow the FDA’s requirements for conducting clinical trials. If any of our trials are halted, we will not be able to obtain FDA approval until and unless we can address the FDA’s concerns. If we are unable to receive clearance to conduct clinical trials for a product, we will not be able to achieve any commercial revenue from such product in the U.S. as it is illegal to sell any drug for use in humans in the U.S. without FDA approval. Even if we do ultimately receive FDA approval for any of our products, these products will be subject to extensive ongoing regulation, including regulations governing manufacturing, labeling, packaging, testing, dispensing, prescription and procurement quotas, record keeping, reporting, handling, shipment and disposal of any such drug. Failure to obtain and maintain required registrations or to comply with any applicable regulations could further delay or preclude development and commercialization of our drugs and subject us to enforcement action.

Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

In order to receive regulatory approval for the commercialization of our products, we must conduct, at our own expense, extensive clinical trials to demonstrate safety and efficacy of these product candidates. Clinical testing is expensive, it can take many years to complete and its outcome is uncertain. Failure can occur at any time during the clinical trial process. The Company estimates the budget for reaching market approval for the treatment of HL to be $20 million if our products are conferred “orphan drug” status by the FDA or $40 million or more in the absence of such “orphan drug” status. We may experience delays in clinical testing of our product candidates. We do not know whether planned clinical trials will begin on time, will need to be redesigned or will be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays in obtaining regulatory approval to commence a trial, in reaching agreement on acceptable clinical trial terms with prospective sites, in obtaining institutional review board approval to conduct a trial at a prospective site, in recruiting patients to participate in a trial or in obtaining sufficient supplies of clinical trial materials. Many factors affect patient enrollment, including the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, competing clinical trials and new drugs approved for the conditions we are investigating. Prescribing physicians will also have to decide to use our product candidates over existing drugs that have established safety and efficacy profiles. Any delays in completing our clinical trials will increase our costs, slow down our product development and approval process and delay our ability to generate revenue.

In addition, prior results of Phase I clinical trials of our product candidates do not necessarily predict the results of later-stage clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through initial clinical testing. The data collected from clinical trials of our product candidates may not be sufficient to support the submission of a new drug application or to obtain regulatory approval in the United States or elsewhere. Because of the uncertainties associated with drug development and regulatory approval, we cannot determine if or when we will have an approved product for commercialization or achieve sales or profits. Our clinical trials may not demonstrate sufficient levels of efficacy necessary to obtain the requisite regulatory approvals for our drugs, and our proposed drugs may not be approved for marketing.

We expect to rely heavily on orphan drug status to develop and commercialize our product candidates, but our orphan drug designations may not confer marketing exclusivity or other expected commercial benefits.

We expect to rely on “orphan drug” exclusivity for our product candidates. Orphan drug status confers seven years of marketing exclusivity under the Federal Food, Drug, and Cosmetic Act, and up to ten years of marketing exclusivity in Europe for a particular product in a specified indication. For any product candidate for which we have been or will be granted orphan drug designation in a particular indication, it is possible that another company also holding orphan drug designation for the same product candidate will receive marketing approval for the same indication before we do. If that were to happen, our applications for that indication may not be approved until the competing company’s period of exclusivity expires. Even if we are the first to obtain marketing authorization for an orphan drug indication, there are circumstances under which a competing product may be approved for the same indication during the seven-year period of marketing exclusivity, such as if the later product is shown to be clinically superior to the orphan product, or if the later product is deemed a different product than ours. Further, the seven-year marketing exclusivity would not prevent competitors from obtaining approval of the same product candidate as ours for indications other than those in which we have been granted orphan drug designation, or for the use of other types of products in the same indications as our orphan product, or during such seven-year period for other indications.

Table of Contents

We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.

Our clinical trials may be suspended at any time for a number of reasons. For example, we may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients. Administering any product candidates to humans may produce undesirable side effects. These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other regulatory authorities denying further development or approval of our product candidates for any or all targeted indications. Ultimately, some or all of our product candidates may prove to be unsafe for human use. Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.

We depend on third-party contractors for a substantial portion of our operations and may not be able to control their work as effectively as if we performed these functions ourselves.

We outsource substantial portions of our operations to third-party service providers, including the conduct clinical trials, collection and analysis of data, and manufacturing. Our agreements with third-party service providers and contract research organizations are on a study-by-study and project-by-project basis. Any contractor that we retain will be subject to FDA and foreign regulatory requirements and similar standards outside of the United States and Europe and we do not have control over compliance with these regulations by these providers. Consequently, if these providers do not adhere to applicable governing practices and standards, the development and commercialization of our product candidates could be delayed or stopped, which could severely harm our business and financial condition.

Because we have relied on third parties, our internal capacity to perform these functions is limited to management oversight. Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at all. Although we have not experienced any significant difficulties with our third-party contractors, it is possible that we could experience difficulties in the future. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. There are a limited number of third-party service providers that specialize or have the expertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party service providers can be difficult, time consuming and cause delays in our development programs. We currently have a small number of employees, which limits the internal resources we have available to identify and monitor third-party service providers. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers in the future, our business may be adversely affected, and we may be subject to the imposition of civil or criminal penalties if their conduct of clinical trials violates applicable law.

We are exposed to product and clinical liability risks that could create a substantial financial burden should we be sued.

Our business exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical products. In addition, the use, in our clinical trials, of pharmaceutical products that we or our current or potential collaborators may develop and then subsequently sell may cause us to bear a portion of or all product liability risks. While we intend to carry an insurance policy covering liability incurred in connection with such claims should they arise, there can be no assurance that we will be able to obtain insurance or that our insurance will be adequate to cover all situations. Moreover, there can be no assurance that such insurance if obtained, or additional insurance, if required, will be available in the future or, if available, will be available on commercially reasonable terms. A successful product liability claim or series of claims brought against us could have a material adverse effect on our business, prospects, financial condition and results of operations.

Due to our limited marketing, sales and distribution experience, we may be unsuccessful in our efforts to sell our proposed products, enter into relationships with third parties or develop a direct sales organization.

We have not established marketing, sales or distribution capabilities for our proposed products. Until such time as our proposed products are further along in the development process, we will not devote any meaningful time and resources to this effort. At the appropriate time, we will determine whether we will develop our own sales and marketing capabilities or enter into agreements with third parties to sell our products. We have limited experience in developing, training or managing a sales force. If we choose to establish a direct sales force, we may incur substantial additional expenses in developing, training and managing such an organization. We may be unable to build a sales force on a cost-effective basis or at all. Any such direct marketing and sales efforts may prove to be unsuccessful. In addition, we will compete with many other companies that currently have extensive marketing and sales operations. Our marketing and sales efforts may be unable to compete against these other companies. We may be unable to establish a sufficient sales and marketing organization on a timely basis, if at all.

If we choose to enter into agreements with third parties to sell our proposed products, we may be unable to establish or maintain third-party relationships on a commercially reasonable basis, if at all. In addition, these third parties may have similar or more established relationships with our competitors.

Table of Contents

We may be unable to engage qualified distributors. Even if engaged, these distributors may:

• fail to adequately market our products;

• fail to satisfy financial or contractual obligations to us;

• offer, design, manufacture or promote competing products; or

• cease operations with little or no notice.

If we fail to develop sales, marketing and distribution channels, we would experience delays in product sales and incur increased costs, which would have a material adverse effect on our business, prospects, financial condition, and results of operation.

If we are unable to protect our intellectual property effectively, we may be unable to prevent third parties from using our technologies, which would impair our competitive advantage.

We will rely on patent protection as well as a combination of copyright and trade secret protection, and other contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. If we fail to protect our intellectual property, we will be unable to prevent third parties from using our technologies and they will be able to compete more effectively against us. We cannot assure you that the patent issued to us will not be challenged, invalidated or held unenforceable. We cannot guarantee you that we will be successful in defending challenges made in connection with our patent and any future patent applications. In addition to our patent and any future patent applications, we will rely on contractual restrictions to protect our proprietary technology. We will require our employees and third parties to sign confidentiality agreements and employees to also sign agreements assigning to us all intellectual property arising from their work for us. Nevertheless, we cannot guarantee that these measures will be effective in protecting our intellectual property rights.

Table of Contents

Our financial statements have been prepared assuming that the Company will continue as a going concern.

We have generated losses to date and have limited working capital. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. The report of our independent registered public accounting firm included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in their audit report included herein. If we cannot generate the required revenues and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan or cease operations and an investor could suffer the loss of a significant portion or all of his investment in our Company.

We have had operating losses since inception, and we currently are not profitable; and we may never achieve profitability.

For the fiscal year ended May 31, 2017, we had a net loss of $205,287 and an accumulated deficit of $236,905. For the fiscal year ended May 31, 2016, we had a net loss of $46,061 and an accumulated deficit of $46,061. We have had and we expect to continue to have losses in the near term and have relied and will rely on capital funding to support our operations in the near future. To date, such capital funding has been limited in amount. Because we are at the development stage of our products, we do not expect that they will generate revenues sufficient to cover the costs of our operations in the nearer and medium term. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our development and business plan.

We do not expect to pay dividends for the foreseeable future, and we may never pay dividends and, consequently, the only opportunity for investors to achieve a return on their investment is if a trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit.

We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit.

Capital Market Risks

Because we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.

At an assumed purchase price of $.80 (equal to 80% of the closing price of our common stock of $1.00 on November 13, 2017), we will be able to receive up to $7,000,000 in gross proceeds, assuming the sale of the entire 7,000,000 shares being registered hereunder pursuant to the GHS Purchase Agreement. Accordingly, we would be required to register 1,750,000 additional shares to obtain the balance of $1,400,000 under the GHS Purchase Agreement at an assumed purchase price of $0.80 per share. We are currently authorized to issue 2,000,000,000 shares of our common stock. GHS has agreed to refrain from holding an amount of shares which would result in GHS owning more than 9.99% of the then-outstanding shares of our common stock at any one time.

In addition, we anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors' investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company's common stock could seriously decline in value.

Table of Contents

GHS will pay less than the then-prevailing market price for our common stock.

The Common Stock to be issued to GHS pursuant to the GHS Purchase Agreement will be purchased at a 20% discount to the lowest close price of our Common Stock during the ten (10) consecutive trading days immediately after GHS receives our notice of sale. GHS has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If GHS sells the shares, the price of our Common Stock could decrease. If our stock price decreases, GHS may have a further incentive to sell the shares of our Common Stock that it holds. These sales may have a further impact on our stock price.

Your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the GHS Purchase Agreement.

Pursuant to the GHS Purchase Agreement, when we deem it necessary, we may raise capital through the private sale of our Common Stock to GHS at a price equal to a discount to the lowest volume weighted average price of the common stock for the ten (10) consecutive trading days after GHS receives our notice of sale. Because the put price is lower than the prevailing market price of our Common Stock, to the extent that the put right is exercised, your ownership interest may be diluted.

We are registering an aggregate of 7,000,000 shares of common stock to be issued under the GHS Purchase Agreement. The sales of such shares could depress the market price of our common stock.

We are registering an aggregate of 7,000,000 shares of Common Stock under the registration statement of which this prospectus is a part, pursuant to the GHS Purchase Agreement. Notwithstanding GHS’s ownership limitation, the 7,000,000 shares would represent approximately 5.15% of our shares of Common Stock outstanding immediately after our exercise of the put right under the GHS Purchase Agreement (based on the number of outstanding shares as of November 13, 2017). The sale of these shares into the public market by GHS could depress the market price of our Common Stock.

We may not have access to the full amount available under the GHS Purchase Agreement.

Our ability to draw down funds and sell shares under the GHS Purchase Agreement requires that this resale registration statement be declared effective and continue to be effective. This registration statement registers the resale of 7,000,000 shares issuable under the GHS Purchase Agreement, and our ability to sell any remaining shares issuable under the GHS Purchase Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our ability to sell all of the shares of Common Stock to GHS under the GHS Purchase Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the GHS Purchase Agreement to be declared effective by the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to GHS. Accordingly, because our ability to draw down any amounts under the GHS Purchase Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $7,000,000 under the GHS Purchase Agreement. We believe that it is likely that we will be able to drawn down on the full amount of the Agreement, however, prior to drawing down on the full amount, we may not be able to draw down on the full amount without filing an amendment to our Articles of Incorporation to increase the Company’s authorized shares of common stock. Pursuant to state law, the filing of the amendment to increase the authorized shares of common stock may require board and shareholder approval. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Purchase Agreement.

Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the GHS Purchase Agreement, and as such, GHS may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.

GHS has agreed, subject to certain exceptions listed in the GHS Purchase Agreement, to refrain from holding an amount of shares which would result in GHS or its affiliates owning more than 9.99% of the then-outstanding shares of our Common Stock at any one time. These restrictions, however, do not prevent GHS from selling shares of Common Stock received in connection with a put, and then receiving additional shares of Common Stock in connection with a subsequent put. In this way, GHS could sell more than 9.99% of the outstanding Common Stock in a relatively short time frame while never holding more than 9.99% at one time.

Table of Contents

The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities. The stock market in general and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Stockholders should be aware that, according to Securities and Exchange Commission (“SEC”) Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include 1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; 2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; 3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; 4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and 5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.

We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock.

Security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock. The absence of such coverage limits the likelihood that an active market will develop for our common stock. It will also likely make it more difficult to attract new investors at times when we require additional capital.

We may be unable to list our common stock on NASDAQ or on any securities exchange.

Although we may apply to list our common stock on NASDAQ or the NYSE MKT in the future, we cannot assure you that we will be able to meet the initial listing standards, including the minimum per share price and minimum capitalization requirements, or that we will be able to maintain a listing of our common stock on either of those or any other trading venue. If our common stock begins trading, until such time as we would qualify for listing on NASDAQ, the NYSE MKT or another trading venue, our common stock would trade on OTC Markets or OTC Bulletin Board or another over-the-counter quotation system where an investor may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, rules promulgated by the SEC impose various practice requirements on broker-dealers who sell securities that fail to meet certain criteria set forth in those rules to persons other than established customers and accredited investors. Consequently, if our common stock begins trading, these rules may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. It would also make it more difficult for us to raise additional capital.

Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.

There is a risk that this downward pressure may make it impossible for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.

Table of Contents

Conversion of our convertible notes into common stock could result in additional dilution to our stockholders.

We have issued convertible notes which are convertible into shares of our common stock at conversion prices which are at a discount to the then current trading price of our common stock. Additionally, upon the occurrence of certain events of default (including conditions outside of our control) the note holders are entitled to increased repayment and interest rates, as well as other remedies. The note holders have anti-dilution and conversion reset provisions which are triggered by the issuance of lower priced securities. If shares of our common stock are issued due to the conversion of some or all of the convertible notes in the future, the ownership interests of existing stockholders will be diluted.

We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock's price, which may never happen.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company.

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, the Financial Industry Regulatory Authority (known as "FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Corporate and Other Risks

Limitations on director and officer liability and indemnification of our Company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.

Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.

Table of Contents

We are responsible for the indemnification of our officers and directors.

Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

Certain provisions of our Certificate of Incorporation may make it more difficult for a third party to effect a change-of-control.

Our certificate of incorporation authorizes the Board of Directors to issue up to 2,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors without further action by the stockholders. These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

The issuance of Preferred Stock to our Chief Executive Officer provides him with voting control which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.

Richard L. Chang has 2,000,000 shares of Preferred Stock which provide him with 1000 to 1 voting rights over shares of common stock. This ownership provides him with voting control over matters which require shareholder approval. This concentration of voting power could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for his shares. If you acquire shares of our common stock, you may have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our common stock. Our principal stockholders may be able to control matters requiring approval by our stockholders, including the election of directors, mergers or other business combinations. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we merge with a third party or enter into different transactions which require stockholder approval. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.

We are dependent for our success on a few key individuals.

Our success depends on the skills, experience and performance of key members of our management team. Each of those individuals may voluntarily terminate his relationship with the Company at any time. Were we to lose one or more of these key individuals, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We do not maintain a key man insurance policy on any of our executive officers.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

• our ability to obtain additional financing;

• the accuracy of our estimates regarding expenses, future revenues and capital requirements;

• the success and timing of our preclinical studies and clinical trials;

• our ability to obtain and maintain regulatory approval of the product candidates we may develop, and the labeling under any approval we may obtain;

• regulatory developments in the United States and other countries;

• the performance of third-party manufacturers;

• our plans to develop and commercialize our product candidates;

• our ability to obtain and maintain intellectual property protection for our product candidates;

• the successful development of our sales and marketing capabilities;

• the potential markets for our product candidates and our ability to serve those markets;

• the rate and degree of market acceptance of any future products;

• the success of competing drugs that are or become available; and

• the loss of key scientific or management personnel.

The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

USE OF PROCEEDS

~~Our~~We will ~~offering~~not isreceive ~~being~~any ~~made~~proceeds onfrom athe ~~self-underwritten~~sale ~~and “best-efforts” basis: no minimum number~~ of shares ~~must~~by ~~be sold in order for~~ the ~~offering~~selling ~~to proceed~~stockholder. ~~The~~However, ~~offering~~we ~~price~~will ~~per~~receive ~~share is $0.04. The following table sets forth the uses of~~ proceeds ~~assuming~~from the sale of ~~50%,~~securities ~~75%~~pursuant ~~and~~to ~~100%, respectively, of~~ the ~~securities~~GHS ~~offered~~Purchase ~~for~~Agreement. ~~sale~~The byproceeds ~~the~~received ~~Company. We~~from ~~reserve~~any ~~the~~“Puts” ~~right~~tendered to ~~change~~GHS under the ~~use~~GHS ofPurchase ~~proceeds,~~Agreement ~~provided~~will ~~that~~be ~~such~~used ~~reservation~~for isgeneral ~~due~~corporate toand ~~certain~~working ~~contingencies~~capital ~~that~~purposes ~~are~~and ~~discussed~~acquisitions ~~specifically~~or ~~and~~assets, ~~the~~businesses or ~~alternatives~~operations toor ~~such~~for ~~use~~other inpurposes that ~~event~~the ~~are~~Board ~~indicated~~of Directors, in anits ~~amended~~good ~~prospectus~~faith ~~reflecting~~deem ~~the~~to ~~same. There~~be isin nothe ~~assurance~~best ~~that~~interest weof ~~will raise~~ the ~~full $80,000 as anticipated~~Company.

Gross proceeds	$40,000 (50%)		$60,000 (75%)		$80,000 (100%)
Offering expenses	$	8,000	$	8,000	$	8,000
Net proceeds	$	32,000	$	52,000	$	72,000
Establishing office	$	4,000	$	4,000	$	5,000
Website development	$	5,500	$	9,500	$	12,500
Sales person salary	$	-	$	11,000	$	23,000
Marketing and advertising	$	7,000	$	9,500	$	14,000
SEC reporting and compliance	$	15,000	$	15,000	$	15,000
Miscellaneous expenses	$	500	$	1,000	$	2,500

~~The~~Table above figures represent only estimated costs. If necessary, Olaf Robak, our president and director, has verbally agreed to loan the Company funds to complete the registration process. Also, these loans would be necessary if the proceeds from this offering will not be sufficient to implement our business plan and maintain reporting status and quotation on the OTC Electronic Bulletin Board when and if our common stocks become eligible for trading on the Over-the-Counter Bulletin Board. Mr. Robak will not be paid any compensation or anything from the proceeds of ~~this offering. There is no due date for the repayment of the funds advanced by Mr. Robak. Mr. Robak will be repaid from revenues of operations if and when we generate revenues to pay the obligation.~~Contents

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

15 | Page

DILUTION

~~The~~“Dilution” as ~~price~~used ofherein represents the ~~current~~difference ~~offering~~between isthe ~~fixed~~offering atprice ~~$0.04~~ per share. ~~This~~of ~~price~~shares isoffered ~~significantly~~hereby ~~higher~~and ~~than~~ the ~~price~~net ~~paid~~tangible bybook value ~~the~~per ~~Company’s~~share ~~officer~~of ~~for common equity since~~ the Company’s ~~inception~~common onstock ~~March~~after ~~26,~~completion ~~2015.~~of ~~Olaf Robak,~~ the ~~Company’s sole officer and director, paid $~~offering.~~001~~ ~~per~~Dilution ~~share~~in ~~for~~ the ~~4,000,000~~offering ~~shares~~is ofprimarily ~~common~~due to ~~stock~~the helosses ~~purchased~~previously ~~from~~recognized by the Company ~~on May 13, 2015~~.

~~Dilution~~At ~~represents~~an ~~the~~assumed ~~difference~~purchase ~~between the offering~~ price ~~and the net tangible book value per share immediately after completion~~ of ~~this offering~~$0.80 ~~Net~~(equal to ~~tangible~~80% ~~book~~of ~~value is~~ the ~~amount~~closing ~~that~~price ~~results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result~~ of our ~~arbitrary~~common ~~determination~~stock of ~~the~~$1.00 ~~offering~~on ~~price~~December of5, ~~the~~2017), ~~shares~~we ~~being~~will ~~offered.~~be ~~Dilution~~able ofto ~~the~~receive ~~value~~up ofto ~~the~~$5,600,000 ~~shares~~in gross ~~you~~proceeds, ~~purchase~~assuming isthe ~~also~~sale ~~a result~~ of the ~~lower~~entire ~~book~~7,000,000 ~~value of the~~ shares ~~held~~being byregistered ~~our~~hereunder ~~existing~~pursuant ~~stockholders.~~to ~~The following tables compare~~ the ~~differences~~GHS ofPurchase ~~your investment in our shares with the investment of our existing stockholders~~Agreement.

AsThe offollowing ~~August~~information ~~31,~~is ~~2015,~~based upon the Company’s ~~net~~unaudited ~~tangible~~balance ~~book~~sheet ~~value~~as offiled ~~our~~in ~~shares~~the ofCompany’s ~~common~~Form ~~stock~~10-Q ~~was~~on ~~$15~~October 16,~~948~~ or2017, ~~approximately~~for ~~$0.004~~the ~~per~~period ~~share.~~ended August 30, 2017:

IfThe net tangible book value of the Company at August 30, 2017 was $(202,955) or $(0.0015) per share. Net tangible book value represents the amount of total tangible assets less total liabilities. Assuming that 100% of the ~~Shares~~shares ~~Are~~offered ~~Sold:~~hereby were purchased by investors (a fact of which there can be no assurance) as of August 30, 2017, the then outstanding 135,800,000 shares of common stock, which would constitute all of the issued and outstanding equity capital of the Company

~~Upon~~Assuming ~~completion~~a of50% ~~this~~decrease ~~offering,~~ in the ~~event~~number ~~all~~ of ~~the~~ shares to ~~are~~be ~~sold~~issued, ~~the~~based ~~net~~upon ~~tangible~~the ~~book~~purchase ~~value~~price of ~~the 6,000,000 shares to be outstanding will be~~ $~~87,948 or approximately $~~0.~~0147~~80 ~~per~~(equal ~~share.~~to ~~The~~80% ~~net~~of ~~tangible~~the ~~book~~closing ~~value~~bid ~~per~~price ~~share~~of ~~prior~~our tocommon ~~the~~stock ~~offering~~of is $01.~~004.~~00 ~~The~~on ~~net~~November 13, ~~tangible~~2017, ~~book~~we ~~value of the shares held by our existing stockholder~~ will be ~~increased~~required byto $issue ~~0.011~~an ~~per~~aggregate ~~share~~of ~~without~~3,500,000 ~~any~~shares ~~additional~~of ~~investment~~common onstock, ~~his~~with ~~part.~~net ~~Investors~~proceeds inof ~~the~~$2,800,000 ~~offering~~pursuant to ~~will~~the ~~incur~~GHS ~~an immediate dilution of $0~~Agreement.~~025 per share.~~

~~After~~Assuming ~~completion~~a ~~of 100~~75% ofdecrease ~~the offering investors~~ in the ~~offering~~number ~~will~~of ~~own~~shares to ~~33%~~be ofissued, based upon the ~~total~~purchase ~~number~~price of ~~shares~~$0.80 ~~then~~(equal ~~outstanding~~to ~~for~~80% ~~which~~of ~~they~~the ~~will~~closing ~~have~~bid ~~made~~price ~~cash~~of ~~investment~~our ofcommon ~~$80,000,~~stock orof $01.0400 ~~per~~on ~~share.~~November 13, ~~Our~~2017, ~~existing~~we ~~stockholder~~ will ~~own~~be ~~67%~~required ofto ~~the~~issue ~~total~~an ~~number~~aggregate of ~~shares then outstanding~~1,750,000 ~~for~~shares ~~which~~of hecommon ~~has~~stock, with ~~made~~net ~~contributions~~ proceeds of ~~cash totaling~~ $41,400,000 pursuant orto ~~$0.001~~the ~~per~~Equity ~~share~~Purchase Agreement.

IfThe dilution ~~75%~~associated with the offering and each of the ~~Shares~~above ~~Are~~scenarios ~~Sold~~is as follows:

Upon completion of this offering, in the event 75% of the shares are sold, the net tangible book value of the 5,500,000 shares to be outstanding will be $67,948 or approximately $0.0124 per share. The net tangible book value per share prior to the offering is $0.004. The net tangible book value of the shares held by our existing stockholder will be increased by $ 0.008 per share without any additional investment on his part. Investors in the offering will incur an immediate dilution of $0.028 per share.

	Offering			50% Decrease in Shares Issued			75% Decrease in Shares Issued
Offering price	$	0.80		$	0.80		$	0.80
Net tangible book value before Offering (per share)	$	(0.0015	)	$	(0.0015	)	$	(0.0015	)
Net tangible book value after Offering (per share)	$	(0.0014	)	$	(0.001448	)	$	(0.00147	)
Dilution per share to investor	$	(0.0001	)	$	(0.000052	)	$	(0.000029	)
Dilution percentage to investor		6.67	%		3.475	%		0.01945	%

After completion of 75% of the offering investors in the offering will own 27% of the total number of shares then outstanding for which they will have made cash investment of $60,000, or $0.04 per share. Our existing stockholder will own 73% of the total number of shares then outstanding, for which he has made contributions of cash totaling $4,000 or $0.001 per share.18

IfTable ~~50%~~ of ~~the Shares Are Sold~~Contents

~~Upon~~MARKET FOR ~~completion~~COMMON ofEQUITY ~~this~~AND ~~offering,~~RELATED inSTOCKHOLDER the event 50% of the shares are sold, the net tangible book value of the 5,000,000 shares to be outstanding will be $47,948 or approximately $0.0096 per share. The net tangible book value per share prior to the offering is $0.004. The net tangible book value of the shares held by our existing stockholder will be increased by $ 0.006 per share without any additional investment on his part. Investors in the offering will incur an immediate dilution of $0.030 per share.MATTERS

~~After~~Public Market ~~completion of 50% of the offering investors in the offering will own 20% of the total number of shares then outstanding~~ for ~~which~~Common they will have made cash investment of $60,000, or $0.04 per share. Our existing stockholder will own 80% of the total number of shares then outstanding, for which he has made contributions of cash totaling $4,000 or $0.001 per share.Stock

16Our common |stock ~~Page~~is currently trading on the OTC Markets under the symbol “HPGN”. The table below lists the high and low closing prices per share of our common stock for each quarter of the years ended May 31, 2017 and May 31, 2016, as quoted on the OTC Markets.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For The Year Ended May 31, 2017	High	Low
Fourth Quarter (March 1, 2017 to May 31, 2017)	1.0	1.0
Third Quarter (December 1, 2016 to February 28, 2017)	1.0	0.04
Second Quarter (September 1, 2016 to November 30, 2016)	0.04	0.04
First Quarter (June 1, 2016 to August 30, 2016)	0.04	0.04

For The Year Ended May 31, 2016	High	Low
Fourth Quarter (March 1, 2016 to May 31, 2016)	0.04	0.04
Third Quarter (December 1, 2015 to February 31, 2016)	0.04	0.04
Second Quarter (September 1, 2015 to November 30, 2015)	0.04	0.04
First Quarter (June 1, 2015 to August 30, 2015)	0.04	0.04

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.Holders

WeAs of ~~qualify~~November as7, an2017, ~~“emerging~~there ~~growth~~were ~~company”~~approximately ~~under~~20 ~~the~~shareholders ~~JOBS~~of ~~Act.~~record Asof aour ~~result,~~common westock ~~are~~based ~~permitted~~upon ~~to,~~the ~~and~~shareholders’ listing ~~intend~~provided ~~to,~~by ~~rely~~our ontransfer ~~exemptions~~agent. ~~from~~Our ~~certain~~transfer ~~disclosure~~agent ~~requirements.~~is ~~For~~Globex soTransfer ~~long~~LLC., as780 weDeltona ~~are~~Blvd., anDeltona ~~emerging~~Florida ~~growth company~~32725, and weits ~~will~~phone ~~not~~number beis ~~required to:~~813-344-4490.

· 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 CEO’s compensation to median employee compensation.Dividends

We have ~~will~~never ~~remain~~paid ancash ~~“emerging~~dividends ~~growth~~on ~~company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which~~ our ~~total~~common ~~annual~~stock. ~~gross~~We ~~revenues~~intend ~~exceed~~to $1keep ~~billion~~future earnings, ~~(ii)~~if ~~the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934~~any, ~~which~~to ~~would~~finance ~~occur if~~ the ~~market~~expansion ~~value~~ of our ~~ordinary shares that is held by non-affiliates exceeds $700 million as of the last~~ business, ~~day~~and ofwe ~~our~~do ~~most~~not ~~recently~~anticipate ~~completed~~that ~~second~~any ~~fiscal~~cash ~~quarter~~dividends orwill ~~(iii)~~be ~~the~~paid ~~date on which we have issued more than $1 billion~~ in ~~non-convertible debt during~~ the ~~preceding~~foreseeable ~~three year period~~future. ~~Even~~Our iffuture wepayment noof ~~longer~~dividends will ~~qualify~~depend ~~for~~on ~~the~~our ~~exemptions~~earnings, ~~for~~capital ~~an emerging growth company~~requirements, weexpansion ~~may still be~~plans, infinancial ~~certain~~condition ~~circumstances,~~and ~~subject~~other torelevant ~~scaled~~factors ~~disclosure~~that ~~requirements~~our asboard of adirectors ~~smaller~~may ~~reporting~~deem ~~company~~relevant. ~~For~~Our ~~example,~~retained ~~smaller~~earnings ~~reporting~~deficit ~~companies,~~currently ~~like~~limits ~~emerging~~our ~~growth~~ability ~~companies, are not required~~ to ~~provide~~pay ~~a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting~~dividends.

~~17 | Page~~19

~~Our~~Table ~~cash balance is $2,662 as~~ of August 31, 2015. Our cash balance is not sufficient to fund our operations for any period of time without further revenue. Olaf Robak, our Chairman and President, has informally agreed to advance funds to allow us to pay for filing fees and professional fees if necessary. As of August 31, 2015, Mr. Robak advanced us $100 to open the bank account; however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations as outlined for the next twelve month period, we require a minimum of $40,000 of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing. We do not currently have any arrangements for additional financing. Our principal executive offices are located at 5 Garbary, Gdansk, Poland 80327. Our phone number is (725)333-1501.Contents

WeEquity Compensation are a development stage company and have generated some revenue to date. Our full business plan entails activities described in the Plan of Operation section below. Long term financing beyond the maximum aggregate amount of this offering may be required to expand our business. The exact amount of funding will depend on the scale of our development and expansion. Our expansion may include expanding our office facilities, hiring sales personnel and entering into agreements with new clients. We do not currently have planned our expansion, and we have not decided yet on the scale of our development and expansion and on exact amount of funding needed for our long term financing. Plans

~~Our~~The table ~~independent~~below ~~registered~~sets ~~public~~forth ~~accountant~~information ~~has issued a going concern opinion. This means that there is substantial doubt that we can continue~~ as anof ~~on-going~~May ~~business~~31, ~~for~~2017 ~~the~~with ~~next~~respect ~~twelve months unless we obtain additional capital~~ to ~~pay~~compensation ~~our~~plans ~~bills.~~under ~~This~~which ~~is because we have generated some revenues and no substantial increase of revenues is anticipated until we complete~~ our ~~initial~~common ~~business~~stock ~~development. There~~ is noauthorized for ~~assurance we will ever reach that stage.~~issuance:

ToPlan ~~meet~~Category ~~our~~Number ~~need~~of ~~for~~securities ~~cash we are attempting~~ to ~~raise money from this offering. We believe that we will~~ be ~~able~~issued toupon ~~raise~~exercise ~~enough~~of ~~money~~outstanding ~~through~~options, ~~this~~warrants ~~offering~~and torights ~~continue~~Weighted-average ~~our~~exercise ~~proposed~~price ~~operations~~of ~~but~~outstanding weoptions ~~cannot~~Number ~~guarantee~~of ~~that~~securities ~~once~~remaining weavailable ~~continue~~for ~~operations~~future weissuance ~~will~~under ~~stay~~equity incompensation ~~business~~plans ~~after~~Equity ~~doing~~Compensation ~~so.~~Plans IfApproved weBy ~~are~~security ~~unable~~holders toNone ~~successfully~~Not ~~find~~Applicable ~~customers~~Not weApplicable ~~may~~Equity ~~quickly~~Compensation ~~use~~Plans upNot ~~the~~Approved ~~proceeds~~By ~~from~~Security ~~this~~Holders ~~offering~~None ~~and~~Not ~~will~~Applicable ~~need~~Not ~~to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.~~Applicable

IfMANAGEMENT’S DISCUSSION weAND ~~need~~ANALYSIS ~~additional~~OF ~~cash~~FINANCIAL ~~and~~CONDITION ~~cannot~~AND ~~raise~~RESULTS ~~it,~~OF we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $80,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.OPERATIONS

~~PLAN~~Our discussion OFincludes ~~OPERATION~~forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

We intend to continue our operations in the business of office chair products distribution. We have generated $60,885 in revenues and our principal business activities to date consist of creating a business plan, purchasing our office building in Poland and signing a Marketing and Sales Distribution Investment Agreement with ~~our suppliers: Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.~~GHS

~~Our~~On November ~~current~~13, ~~cash~~2017, ~~balance~~we ~~will~~entered ~~not~~into bean ~~sufficient~~investment toagreement ~~fund~~with ~~our~~GHS ~~operations~~Investments, ~~for the next 12 months~~LLC, ifa weNevada ~~are~~limited ~~unable to~~liability ~~successfully~~company ~~raise money in this offering~~(“GHS”). Pursuant ~~However,~~to ifthe weterms ~~sell half~~ of the ~~securities~~GHS ~~offered~~Purchase ~~for~~Agreement, ~~sale~~GHS bycommitted ~~the~~to ~~Company~~purchase ~~and~~up ~~raise~~to ~~the gross proceeds of~~ $407,000,000 ~~will~~of ~~satisfy~~our ~~cash~~common ~~requirements~~stock ~~for~~over 12a ~~months~~period of ~~and~~up weto ~~will~~twenty-four ~~not~~(24) bemonths. ~~required~~From time to ~~raise~~time ~~additional~~during ~~funds~~the totwenty-four ~~meet~~(24) ~~operating~~months ~~expenses,~~period ~~but~~commencing ~~our~~from ~~growth~~the ~~strategy~~effectiveness of ~~will~~the beregistration ~~limited.~~statement, If we ~~sell~~may ~~more~~deliver ~~than~~a ~~half~~drawdown ofnotice ~~the~~(“Drawdown ~~shares~~Notice”) into ~~this~~GHS ~~offering,~~which westates ~~believe~~ the ~~money~~dollar amount ~~will~~that ~~last~~we ~~for~~intend ~~more~~to ~~than~~sell to GHS on a ~~year,~~date ~~and~~specified ~~also~~in ~~provide~~the ~~funds~~drawdown ~~for~~notice ~~growth~~(“Drawdown ~~strategy~~Amount”). IfThe wemaximum ~~need~~amount that ~~more~~the ~~money~~Company weshall ~~will~~be ~~have~~entitled to ~~revert~~drawdown to ~~obtaining~~GHS ~~additional~~shall ~~financing~~be bytwo ~~way~~hundred ofpercent a(200%) ~~private~~of ~~debt~~average ordaily ~~equity~~trading ~~financing~~volume (U.S. market Weonly) ~~may~~of ~~also~~the ~~utilize~~Common ~~funds~~Stock ~~from~~during ~~Mr.~~the ~~Robak,~~ten ~~our~~(10) ~~sole~~days ~~Officer~~preceding ~~and~~the ~~Director~~Drawdown Notice, ~~who~~so ~~has~~long ~~informally~~as ~~agreed~~such toamount ~~advance~~does ~~funds~~render tothe Investor ~~allow~~a usholder toof ~~pay~~more ~~for~~than ~~filing~~9.99% ~~fees~~of ~~and~~the ~~professional~~outstanding ~~fees,~~Shares ~~including~~of ~~fees~~the ~~payable~~Company. inThe ~~connection~~purchase ~~with~~price ~~the~~per ~~filing~~share ofto ~~this~~be ~~registration~~paid ~~statement~~by ~~and~~GHS shall ~~operation~~be ~~expenses.~~calculated ~~There~~as ~~is no~~ a ~~maximum~~twenty ~~amount~~percent of(20%) ~~funds~~discount ~~that~~to ~~our~~the ~~President~~lowest ~~has~~traded ~~agreed~~price toof ~~advance. Mr.~~the ~~Robak,~~Company ~~however,~~Common ~~has~~Stock noduring ~~formal~~the ~~commitment,~~ten ~~arrangement~~(10) consecutive ortrading ~~legal~~days ~~obligation~~prior to ~~advance~~the ordate ~~loan~~the ~~funds~~Drawdown toNotice ~~the~~was ~~company~~submitted.

18In connection |with ~~Page~~the GHS Purchase Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our common stock underlying the GHS Purchase Agreement within 30 days after the date of the GHS Purchase Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Purchase Agreement.

~~Our~~A copy ~~independent~~of ~~registered~~the ~~public~~GHS ~~accountant~~Purchase ~~has~~Agreement ~~issued a going concern opinion. This means that there~~ is ~~substantial~~referenced ~~doubt that we can continue~~ as an ~~on-going~~exhibit ~~business for the next twelve months unless we obtain additional capital~~ to pay our bills. This is because we have generated limited revenues and no substantial increase in revenues is anticipated until we complete our initial business development. During first months after completion of this ~~offering,~~Form ~~we will furnish our office and develop our web site. During months 6~~S-121 weRegistration ~~will be developing our marketing campaign and we believe we will start to see substantial increase in sales of our products and earn much larger revenue~~Statement. ~~Until this time, we do not believe that our operations will greatly increasing in profits. There is no assurance we will ever reach that stage.~~

We will not be conducting any product research or development right now, but we might do it in the future. Further we do not expect significant changes in the number of employees which we have none right now. Upon completion of our public offering, our specific goal is to increase our sales of our office chair products.20

~~After~~Table ~~the effectiveness~~ of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital. During this period, our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to increase our sales of our office chair products. Our plan of operations following the completion is as follows:Contents

~~Furnish~~Results of ~~our~~Operations ~~Office~~for the Three Months Ended August 30, 2017

~~Time~~We generated ~~Frame:~~no ~~1st-~~revenue ~~3rd months~~for the three ended August 30, 2017. We do not anticipate earnings revenues until we are able to sell or license our products.

~~Material~~Our operating ~~costs:~~expenses and net loss during the three ended August 30, 2017 were $4353,~~000-~~617, as compared with $5351 for the same period ended 2016. The operating expenses for the three months ended August 30,~~000~~ 2017 consisted mainly of professional fees ($227,367), wages and taxes ($19,827), and office expense ($92,992).

~~Upon~~The operating ~~completion~~expenses offor the ~~offering~~three wemonths ~~plan~~ended toAugust ~~furnish up our office which we purchased on May 29~~30, ~~2015~~2016 inconsisted ~~Poland~~mainly and acquire the necessary equipment to continue operations. We plan to purchase office equipment such as computer, telephones, fax, office supplies and furniture. Our sole officer and director, Olaf Robak will take care of ~~our initial administrative duties. We believe that it will cost at least $4,000 to set up~~ office ~~and~~expenses ~~obtain the necessary equipment and stationery to continue operations. If we sell 75% of the shares offered the furnishing costs will remain at~~ ($417,~~000~~501). In the event we sell all of the shares offered we will buy additional and more advanced equipment that will help us in everyday operations; therefore the office furnishing costs will be approximately $5,000.

~~Develop~~The other ~~Our~~income ~~Website~~and expenses for the three months ended August 30, 2017 consisted mainly of amortization expenses ($1,599).

~~Time~~There were ~~Frame:~~no ~~4th -~~other ~~6th~~income and expenses for the three months ended December 31, 2015.

~~Material~~We anticipate ~~costs:~~our ~~$5,500-$12,500~~operating expenses will continue to increase with our plan of operations.

~~During this period, we intend to begin developing our website. Our sole officer and director, Olaf Robak will be in charge~~ Results of ~~registering~~Operations ~~our~~for ~~web domain. As of~~ the ~~date~~Fiscal ofYear ~~this~~Ended ~~prospectus~~May ~~we have not yet identified or registered any domain names for our website. Once we register our web domain~~31, we2017 ~~plan~~Compared to ~~hire~~Fiscal aYear ~~web~~Ended ~~designer~~May ~~to help us with the design and develop our website. We do not have any written agreements with any web designers at current time. The website development costs~~31, including site design and implementation will be approximately $5,500. If we sell 75% or 100% of the shares offered and all of the shares offered we will develop more sophisticated and well-designed web site, therefore developing cost will be $9,500 and $12,500 accordingly. Updating and improving our website will continue throughout the lifetime of our operations.2016

19We had |no ~~Page~~revenues during the periods ending May 31, 2017 and May 31, 2016. In June 2017, the Company entered the start-up phase of its operations.

~~Marketing~~Operating expenses for the year ending May 31, 2017 were $218,257 which consisted primarily of general and administrative of $218,257. Operating expenses for the year ending May 31, 2016 were $11,691, which consisted primarily of general and administrative of $11,691. Operating expenses increased significantly compared to the year ending May 31, 2016 due to increased administrative costs.

~~Time~~We had ~~Frame:~~a ~~6th~~net ~~- 12th months~~loss of $205,287 for the year ending May 31, 2017 compares to a net loss of $46,061 for the year ending May 31, 2016. The increase in the net loss was due to significantly increased administrative costs.

~~Material~~Liquidity and ~~costs:~~Capital ~~$7,000-$14,000.~~Resources

~~Once~~As of ~~our~~August ~~website~~30, ~~is operational~~2017, we ~~will~~had ~~begin~~total tocurrent ~~market~~assets ~~our~~of ~~products.~~$235,486; Wewe ~~will~~had ~~develop~~total ~~our~~current ~~client~~liabilities ~~base~~of by$438,441; ~~focusing~~and ~~our marketing efforts on office chair products distributors. Our geographical market~~ we ~~first~~had ~~intend~~a tostockholders’ deficit ~~distribute~~of ~~our products is United States~~$202,955. We ~~will~~Operating ~~compete~~activities ~~with~~used ~~other~~#341,785 ~~distributors~~in ~~and~~cash ~~manufactures~~ for ~~positioning~~the ofthree ~~our~~months ~~products~~ended inAugust ~~retail~~30, ~~space~~2017. WeOur ~~intend~~net toloss ~~use~~of ~~marketing strategies~~$353,617 for ~~such~~the asthree ~~web~~months ~~advertisements,~~ended ~~direct~~August ~~mailing~~30, ~~and~~2017 ~~phone~~primarily ~~calls~~accounted tofor ~~acquire potential customers. We also plan to attend trade shows in~~ our ~~industry~~negative tooperating ~~showcase~~cash ~~our product with a view to find new customers~~flow. WeFinancing ~~believe~~activities ~~that~~during the wethree ~~should~~months ~~begin~~ended toDecember ~~see~~31, ~~results~~2016 ~~from~~generated ~~our marketing campaign within 120 days from its initiation. We also will use internet promotion tools on Facebook and Twitter to advertise our products and company. We intend to spend from~~ $7249,~~000~~767 toin ~~$14,000 on marketing efforts during the first year~~cash. ~~Marketing is an ongoing matter that will continue during the life of our operations.~~

IfAs of weAugust do30, ~~not~~2017 ~~raise~~and atthe ~~least~~date ~~$40,000~~of in this ~~offering~~report, we ~~must~~have ~~limit~~insufficient cash to operate our ~~marketing~~business ~~activities~~at ~~and~~the ~~may~~current ~~not~~level befor ~~able~~the next twelve months and insufficient cash to ~~make~~achieve our ~~product~~business ~~known~~goals. Our continuation as a going concern is dependent upon our ability to ~~potential~~obtain ~~customers.~~additional ~~Because~~financing weand to generate profits and positive cash flow. We will berequire ~~limiting~~additional ~~our~~cash ~~marketing~~of $7,000,000 ~~activities~~over the next twelve months to cover the costs of overhead and operations, wedrug ~~may~~manufacturing, ~~not~~maintaining beour ~~able~~patent portfolio, and conducting clinical trials for the indication Parkinson’s disease (“PD”). We intend to ~~attract~~raise the ~~enough~~required ~~customers~~capital pursuant to ~~operate~~private ~~profitably.~~debt Ifor weequity ~~cannot~~financings ~~increase~~in ~~profitability~~the near term, webut ~~may~~there ~~have~~is tono ~~suspend~~guarantee or ~~cease~~assurances ~~operations~~that we will be able to do so.

~~Negotiate~~Off Balance ~~agreements~~Sheet ~~with potential customers~~Arrangements

~~Time~~As of ~~Frame:~~August ~~6th-12th months~~30, 2017, there were no off balance sheet arrangements.

~~No material costs.~~Contractual Obligations

~~When our website is operational, we plan to contact and start negotiation with more potential customers.~~ We do ~~plan~~not tohave ~~enter~~any ~~into~~contractual ~~distribution and supply agreements with office chair products distributors~~ obligations. We will negotiate terms and conditions of collaboration. This activity will be ongoing throughout our operations. Even if we are able to obtain sufficient number of agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

~~Hire a sales person~~21

~~Time~~Table ~~Frame:~~of ~~6th - 12th months.~~Contents

~~Material costs: $0-$23,000.~~Going Concern

IfWe have wenegative doworking ~~not~~capital ~~sell~~and athave ~~least 75% of shares in this offering we will~~ not ~~hire~~yet anreceived ~~outside salesperson unless~~ revenues ~~support the cost. If we raise at least 75%~~ from ~~the~~sales ~~offering~~of ~~we intend to hire one part time salesperson with good knowledge and connections in the office chair~~ products ~~distribution~~or ~~for $11,000~~services. ~~The~~These ~~salesperson’s~~factors ~~job~~create ~~would~~substantial doubt beabout ~~to find new potential purchasers, introduce~~ our ~~products~~ability ~~and~~ to ~~set~~continue upas ~~agreements~~a ~~with~~going ~~them~~concern. toThe ~~buy~~financial ~~our~~statements ~~office~~do ~~chair~~not ~~products.~~include Ifany weadjustment ~~sell~~that ~~100%~~might ~~shares~~be innecessary if ~~this offering~~ we ~~will~~are ~~hire~~unable ~~the~~to ~~salesperson~~continue ~~fulltime~~as ata ~~$23,000.~~going concern.

InOur ability ~~summary,~~to ~~during~~continue ~~1st-6th month~~as wea ~~should~~going ~~have~~concern ~~established~~is ~~our~~dependent ~~office~~on ~~and~~generating ~~developed~~cash ~~our~~from ~~website.~~the ~~After~~sale ~~this~~of ~~point~~our wecommon ~~should~~stock beand/or ~~ready~~obtaining todebt financing ~~start~~and ~~more~~attaining ~~significant~~future profitable operations. ~~and~~Management’s ~~start~~plans include selling our ~~products.~~equity ~~During~~securities ~~months~~and ~~6-12~~obtaining debt wefinancing ~~will~~to befund ~~developing~~ our ~~marketing~~capital ~~campaign.~~requirement ~~There~~and isongoing operations; however, there can be no assurance ~~that~~ we will ~~increase~~be ~~our revenue~~ successful in ~~the~~these ~~first 12 months after completion of our offering~~efforts.

~~Olaf~~Critical Accounting Robak, our president will be devoting approximately twenty hours per week to our operations. Once we expand operations, and are able to attract more and more customers to buy our products, Mr. Robak has agreed to commit more time as required. Because Mr. Robak will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operationsPolicies

20Our significant |accounting ~~Page~~policies are summarized in Note 1 of our financial statements included in this annual report on Form 10-K for the year ended May 31, 2017. Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

~~Estimated Expenses for the Next Twelve Month Period~~22

~~The~~Table ~~following provides an overview~~ of ~~our estimated expenses to fund our plan of operation over the next twelve months.~~ Contents

Gross proceeds	$40,000 (50%)		$60,000 (75%)		$80,000 (100%)
Offering expenses	$	8,000	$	8,000	$	8,000
Net proceeds	$	32,000	$	52,000	$	72,000
Establishing office	$	4,000	$	4,000	$	5,000
Website development	$	5,500	$	9,500	$	12,500
Sales person salary	$	-	$	11,000	$	23,000
Marketing and advertising	$	7,000	$	9,500	$	14,000
SEC reporting and compliance	$	15,000	$	15,000	$	15,000
Miscellaneous expenses	$	500	$	1,000	$	2,500

The various offering amounts presented in the table above are for illustrative purposes only and the actual amount of proceeds raised, if any, may differ significantly.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated our first revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue to expand our operations. Equity financing could result in additional dilution to existing shareholder.

Results of operations

From Inception on March 26, 2015 to August 31, 2015

During the period we incorporated the company, prepared a business plan, purchased our office in Poland for $13,653 and executed a Marketing and Sales Distribution Agreement with our suppliers, Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. and YICHUANG INDUSTRY LIMITED. Our net income since inception is $11,948. We have meaningfully commenced our proposed business operations and will continue to do so until we have completed this offering.

Since inception, we have sold 4,000,000 shares of common stock to our sole officer and director for net proceeds of $4,000.

21 | Page

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2015, the Company had $2,662 in cash and our liabilities were $101. The available capital reserves of the Company are not sufficient for the Company to remain operational.

We are attempting to raise funds to proceed with our plan of operation. We may have to utilize funds from Olaf Robak, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. However, Mr. Robak has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. To proceed with our operations within 12 months, we need a minimum of $40,000.We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise at least the minimum funds necessary to proceed with our plan of operation. In a long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial increase in revenues is anticipated until we have completed the financing from this offering and implemented our plan of operations. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting company.

Should the Company fail to sell at least 50% of the 2,000,000 shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.

DESCRIPTION OF BUSINESS

~~General~~Business Overview

~~Asset~~The company ~~Solutions~~is ~~Inc.~~developing ~~was~~a ~~incorporated~~proprietary in‘platform’ ~~the State of Nevada on March 26~~technology, ~~2015 and established~~ a ~~fiscal~~differentiation ~~year~~agent ~~end~~phorbol of12-myristate ~~May 31. We do have initial revenues, have hard assets~~ 13-acetate (~~office in Poland~~PMA) ~~and~~internally ~~have~~called ~~incurred~~RP-323 ~~net~~[Figure ~~profits since inception~~1]. WeHypGen ~~are~~will abe ~~development-stage~~in ~~company~~clinical ~~formed~~phase toI/II ~~continue~~studies ~~operations~~for inParkinson’s ~~the~~disease ~~distribution of office chair products~~(PD). WeAn agreement ~~have~~with ~~recently~~a ~~started~~University ~~our~~Medical ~~operation.~~Center AsDepartment of ~~today~~Neurology, ~~we have developed our business plan, purchased our office~~ in ~~Poland,~~Atlanta ~~and executed a Marketing and Sales Distribution Agreement with our suppliers: Guangzhou Yuhan Office Supplies Co.~~Georgia, ~~Ltd.,~~has ~~HAOCHENG~~been ~~CO.,~~developed ~~LTD.,~~to ~~Wenzhou~~conduct ~~LINGFENG~~the ~~ELECTRONIC TECHNOLOGY Co~~clinical trial., Ltd. and YICHUANG INDUSTRY LIMITED, dated March 27th, April 2nd, April 13th. We maintain our statutory registered agent's office at 17 Castle Carson City, NV 89706. Our business office is located at 5 Garbary, Gdansk, Poland 80327. Our telephone number is (725)333-1501.

We plan to market and distribute an assortment of office chair products. Our products will be offered at prices marked-up from 15% to 20% of our cost. Our customers will be asked to pay us 100% in advance. We plan to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written order. We do not intend to offer any credit terms relating to order payments. Our customers will be asked to pay us 100% in advance. Customers will have two options to pay for products: by wire transfer or by sending a check/money order. If customer decides to pay by check/money order, then we will apply a certain amount of days before shipping to have the check/money order cleared. Customers will be responsible to cover the shipping costs. Since we anticipate having a 30-day period to process/fill orders, we do not plan to purchase inventory in advance, but rather ship directly from supplier to customer. We do not intend to store inventory for any period of time. The ~~orders will be shipped to the customers upon customers’ requests. Customers will be responsible for the custom duties, taxes, insurance or any other additional charges that might incur.~~ Technology

22RP-323 is |a ~~Page~~Mitogen activator, which has the ability to turn the switch of an abnormally functioning cell on or off. When one of a cell’s MAPK synthesis pathways is blocked it can become stuck in the “on” or “off” position. This is believed to be a key element in the development Parkinson’s disease. RP-323 through the activation of Protein Kinase C has the ability to add a needed phosphate into the pathway turning this switch and clearing the pathway. Allowing transcription of DNA and expression of a necessary protein produces a cellular functional change such as cell division, apoptosis and proper function [Figure 2]. In Parkinson’s disease, without proper neuronal cell function dopamine is not produced and eventual cell death occurs. With the increasing number of dopaminergic cells dying, PD symptoms worsen.

~~Product~~Parkinson’s disease

WeParkinson’s disease ~~plan~~is a progressive, degenerative neurological disease affecting 1 in 500 people. It is believed that between 7 to ~~distribute~~10 ~~office~~million people ~~chair~~worldwide ~~products~~are ~~such~~affected asand ~~office~~that ~~chairs~~60,000 asnew ~~well~~cases asare ~~office~~diagnosed ~~chairs~~annually ~~accessories~~in the United States alone. It results from degeneration of neurons in a region of the brain that controls movement. Though the specific cause is unknown (idiopathic) in 85% of the cases, 15% of cases are considered to be from a genetic basis. The main pathologic feature of Parkinson’s disease is degeneration of dopaminergic cells in the US ~~wholesalers~~basal ganglia, especially in the substantia nigra. This loss of cells leads to progressive decrease in nerve control over both movement (motor symptoms i.e. tremor, slowness of movement, imbalance) as well as non-motor symptoms (constipation, insomnia, vision problems).

~~Our Suppliers~~23

~~Guangzhou~~Table ~~Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd. ,YICHUANG INDUSTRY LIMITED located in China. These companies are manufacturers~~ of ~~office chair products in China and collaborate with many companies in Chinese Republic and in the U.S.~~Contents

~~Sales and Marketing Strategy~~Market Opportunities

We intend to distribute our products to United States. We intend to enter into agreements with numerous office chair product wholesale distributors and the wholesale distributors will markets and sell the products to its retail clients. As of today, we have identified one wholesaler to sell our products. Our competitive advantage is that we offer a high quality product, while maintaining reasonable prices.Parkinson’s disease

~~Initially,~~According to ~~our~~The ~~sole~~Parkinson’s ~~officer~~Disease ~~and director~~Foundation, ~~Olaf~~the ~~Robak~~combined ~~will~~cost ~~market~~of ~~our~~Parkinson’s, ~~products.~~including Iftreatment, wesocial ~~sell~~security atpayments and ~~least~~lost ~~75%~~income ~~shares~~from ininability ~~this~~to ~~offering~~work, weis ~~intend~~estimated to ~~hire~~be anearly ~~part-time~~$25 ~~salesperson~~billion ~~with~~per ~~good~~year ~~knowledge and connections~~ in the ~~office~~United ~~chair~~States ~~products~~alone. ~~distribution~~Medication costs ~~industry~~for toan ~~introduce~~individual ~~our~~person ~~product.~~with IfParkinson’s wedisease ~~are~~average ~~able~~$2,500 toa ~~sell~~year, ~~100%~~and oftherapeutic ~~the~~surgery ~~offering~~can wecost ~~will~~up ~~hire~~to a$100,000 dollars ~~full-time~~per ~~salesperson~~patient. ~~The~~According ~~salesperson’s~~to ~~job~~the ~~would~~Centers befor toDisease ~~find~~Control ~~new potential purchasers~~(CDC), ~~and~~complications due to ~~set~~Parkinson’s updisease ~~agreements~~is ~~with~~the 14th ~~them~~leading tocause ~~buy~~of ~~our~~death ~~office~~in ~~chair~~the ~~products~~United States. WeThe ~~intend~~market tofor ~~focus~~treatment onof ~~direct~~Parkinson’s ~~marketing~~disease ~~efforts~~is ~~whereby~~excess ~~our~~of ~~representative~~$10 ~~will directly contact:~~billion annually.

* distributors that are responsible for marketing and selling office chair products; * commercial office managers who can introduce us to their business customers; * retail outlets such as office supply stores.Patent

~~Competition~~Compositions And Methods Of Use Of Phorbol Esters For The Treatment Of Parkinson’s Disease
~~The level of competition in office chair products distribution business is extremely high~~Inventor: R. ~~Many~~ of our established competitors have developed a brand following which would make our potential customers prefer their office chair products over ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to continue to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of office chair products which would leave us at a disadvantage. The principal competitive factors in our industry are pricing and quality of goods. 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 large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. 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.Chang
~~Asset~~Application 62/420,177 ~~Solutions~~– ~~Inc.~~Utility ~~has~~Bar ~~entered the market and has initial market penetration to~~ date. ~~Since~~November ~~we have entered the market~~13, we are one of many participants in the business of distributing office chair products. Many established, yet well financed entities are currently active in the business of distribution such products. Nearly all Asset Solutions Inc.'s competitors have significantly greater financial resources, technical expertise, and managerial capabilities than Asset Solutions Inc. We are, consequently, at a significant competitive disadvantage in the market. 2017

23The Company |has ~~Page~~been assigned United States Patent application No.62/420,177 utility bar date of November 13, 2017 entitled “Compositions and Methods of Use Of Phorbol Esters For The Treatment of Parkinson’s disease.” The patent is intended to provide the Company with exclusive rights to the use of intravenous RP-323 for therapeutic purposes. Provided that the Company can obtain additional funding, the Company intends to expand its patents through the addition of indications for use and adding protection in appropriate countries.

~~Marketing and Sales Distribution Agreement with our supplier~~Government Regulations

WeThe research, ~~have~~pre-clinical ~~executed~~development, aclinical ~~Marketing~~trials, product manufacturing and ~~Sales~~marketing ~~Distribution~~which ~~Agreement~~may ~~with~~be ~~our~~conducted ~~suppliers:~~by ~~Guangzhou~~the ~~Yuhan~~Company is ~~Office~~subject ~~Supplies~~to ~~Co.,~~regulation ~~Ltd.,~~by ~~HAOCHENG~~the ~~CO.,~~FDA ~~LTD.,~~and ~~Wenzhou~~similar ~~LINGFENG~~health ~~ELECTRONIC~~authorities ~~TECHNOLOGY~~in ~~Co.,~~foreign ~~Ltd~~countries. ~~,YICHUANG~~The ~~INDUSTRY~~proposed ~~LIMITED~~products ~~dated~~and ~~March~~technologies of ~~27th,~~the ~~April~~Company ~~2nd,~~also ~~April~~may ~~13th.~~be ~~This~~subject ~~Marketing~~to certain other federal, state and ~~Sales~~local ~~Distribution~~government ~~Agreement~~regulations, ~~(the~~including, ~~"Agreement")~~without islimitation, the ~~made~~Federal byFood, Drug and ~~between~~Cosmetic ~~Asset~~Act, ~~Solutions~~and ~~Inc.~~their state, alocal ~~Nevada~~and ~~Corporation~~foreign ~~("Distributor")~~counterparts. toAlthough ~~market~~there ~~and~~can ~~distribute~~be no such assurance, the ~~office~~Company ~~chair~~does ~~products~~not ~~("Products"),~~believe ~~and~~that ~~Guangzhou~~compliance ~~Yuhan~~with ~~Office~~such ~~Supplies~~laws ~~Co.,~~and ~~Ltd.~~regulations has, ~~HAOCHENG~~nor ~~CO.,~~is ~~LTD.~~presently expected to have, ~~Wenzhou~~a ~~LINGFENG~~material adverse ~~ELECTRONIC~~effect ~~TECHNOLOGY~~on ~~Co.,~~the ~~Ltd~~business of the Company. However,~~YICHUANG~~ ~~INDUSTRY~~the ~~LIMITED,~~Company ~~Chinese~~cannot ~~companies~~predict ~~("Suppliers"),~~the ~~collectively~~extent of the ~~"Parties",~~adverse effect on ~~March~~its ~~27th,~~business or ~~April~~the ~~2nd~~financial and ~~April~~other ~~13th,2015.~~cost ~~The~~that ~~material~~might ~~terms~~result offrom ~~the~~any ~~Marketing~~government ~~and~~regulations ~~Sales~~arising ~~Distribution~~out ~~Agreement~~of ~~are~~future ~~the~~legislative, ~~following:~~administrative or judicial action.

~~RECITALS~~Generally, the steps required before a pharmaceutical or therapeutic biological agent may be marketed in the United States include: (i) pre-clinical laboratory tests, in vivo pre-clinical studies in animals, toxicity studies and formulation studies; (ii) the submission to the FDA of an IND application for human clinical testing, that must become effective before human clinical trials commence; (iii) adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug; (iv) the submission of a marketing application to the FDA; and (v) FDA approval of the marketing application prior to any commercial sale or shipment of the drug.

APre-clinical studies include laboratory evaluation of the product, conducted under Good Laboratory Practice (GLP) regulations, and animal studies to assess the pharmacological activity and the potential safety and effectiveness of the drug. ~~Seller~~The ~~owns~~results ~~certain~~of ~~products~~the pre-clinical studies are submitted to the FDA in the IND. Unless the FDA objects to an IND, it becomes effective 30 days following submission and the clinical trial described in the IND may then begin.

BEvery clinical trial must be conducted under the review and oversight of an institutional review board (IRB) at each institution participating in the trial. ~~Buyer~~The ~~desires~~IRB toevaluates, ~~purchase~~among ~~these~~other ~~products~~things, ethical factors, the safety of human subjects, and the possible liability of the institution.

~~C. The parties mutually desire to enter into this Purchase and Sale Contract for the expressed purpose of the foregoing.~~24

1.Table ~~Consideration: Buyer shall pay Seller the sum as may be agreed upon in writing by the parties (the "Closing Date" or "Closing") The effective date~~ of ~~the transfer of the Assets (goods) (as defined below) shall also be the Closing Date.~~Contents

2.Clinical trials ~~Assets.~~are ~~Subject~~typically toconducted in three sequential phases, although the ~~terms~~phases ~~and~~may ~~conditions~~overlap. ofPhase ~~this~~I ~~Purchase~~represents ~~and~~the ~~Sale~~initial ~~Contract,~~introduction of ~~Seller~~the ~~agrees~~drug to ~~sell~~a ~~and~~small ~~convey~~group of healthy subjects to ~~Buyer~~test for safety, dosage tolerance, and ~~Buyer~~the ~~agrees~~essential characteristics of the drug. Phase II involves studies in a limited number of patients to ~~purchase,~~test ~~accept~~the safety and ~~pay~~efficacy ~~for~~of the ~~Assets~~drug at different dosages. Phase III trials involve large-scale evaluation of safety and effectiveness, usually (asthough ~~defined~~not ~~below~~necessarily). in comparison with placebo or an existing treatment.

3The results of the pre-clinical and clinical trials are submitted to the FDA as part of an application to market the drug. ~~Representations~~The marketing application also includes information pertaining to the chemistry, formulation, manufacture of the drug and ~~Warranties~~each component of the ~~Seller~~ final product. The FDA review of a marketing application takes from one to two years on average to complete, though reviews of treatments for cancer and other life-threatening diseases may be accelerated. However, the process may take substantially longer if the FDA has questions or concerns about a product. Following review, the FDA may ultimately decide that an application does not satisfy regulatory and statutory criteria for approval. In some cases, the FDA may approve a product but require additional clinical tests following approval (i.e., Phase IV).

In addition to obtaining FDA approval for each product, each domestic drug manufacturing establishment must be registered with, and approved by, the FDA. Domestic manufacturing establishments are subject to inspections by the FDA and must comply with Good Manufacturing Practice (a"GMP") ~~Existence~~. ~~Seller~~To issupply aproducts ~~corporation~~for ~~duly~~use ~~formed~~in the United States, ~~validly~~foreign ~~existing~~manufacturing establishments must comply with GMP and are subject to periodic inspection by the FDA or by corresponding regulatory agencies in ~~good~~such ~~standing~~countries under reciprocal agreements with the FDA.

~~(b)~~If marketing ~~Power.~~approval ~~Seller~~of ~~has~~any Company product is granted, the ~~power~~Company must continue to ~~enter~~comply ~~into~~with ~~and~~FDA ~~perform~~requirements ~~this~~not ~~Purchase~~only for manufacturing, but also for labeling, advertising, record keeping, and ~~Sale~~reporting ~~Contract~~to the FDA of adverse experiences and other information. In addition, the ~~transactions~~Company ~~contemplated~~must bycomply ~~this~~with ~~Purchase~~federal and ~~Sale~~state ~~Contract~~health care anti-kickback laws and other health care fraud and abuse laws that affect the marketing of pharmaceuticals. Failure to comply with applicable laws and regulations could subject the Company to administrative or judicial enforcement actions, including but not limited to product seizures, injunctions, civil penalties, criminal prosecution, refusals to approve new products or withdrawal of existing approvals, as well as increased product liability exposure, any of which could have a material adverse effect on tile company's business, financial condition, or results of operations.

~~(c)~~For clinical ~~Authorization~~investigation and ~~Enforceability~~marketing outside the United States, the Company also is subject to foreign regulatory requirements governing human clinical trials and marketing approval for drugs. The ~~execution~~requirements governing the conduct of clinical trials, ~~delivery~~product licensing, pricing and ~~performance~~reimbursement ofvary ~~this~~widely ~~Purchase~~for European countries both within and ~~Sale~~outside ~~Contract~~the European Community ("EU"). Outside the United States, ~~and~~the Company's ability to market a product is contingent upon receiving a marketing authorization from the ~~transaction~~appropriate ~~contemplated~~regulatory ~~hereby~~authority. At present, ~~have~~foreign marketing authorizations are applied for at a national level, although within the EU certain registration procedures are available to companies wishing to market their products in more than one EU member state. If the regulatory authority is satisfied that adequate evidence of safety, quality and efficacy has been ~~duly~~presented, a marketing authorization will be granted. The system for obtaining marketing authorizations within the EU registration system is a dual one in which certain products, such as biotechnology and ~~validly~~high ~~authorized~~technology products and those containing new active substances, will have access to a central regulatory system that provides registration throughout the entire EU. Other products will be registered by ~~all~~national ~~necessary~~authorities ~~action~~in individual EU member states, operating on ~~the~~a ~~part~~principle of ~~Seller~~mutual recognition. This foreign regulatory approval process includes, at least, all of the risks associated with FDA approval set forth above. The Company could possibly have greater difficulty in obtaining any such approvals and also might find it more difficult to protect its intellectual property abroad.

~~(d)~~Compliance with ~~Claims,~~Environmental Litigation and Title. There are no claims, actions, suits or proceedings pending or threatened against Seller which, if determined adversely to Seller, would have a material adverse affect on the Assets or which would materially and adversely affect Seller's ability to perform its obligations under this Purchase and Sale Contract. Laws

~~(e)~~The Company's ~~Consents~~business may be subject to regulation under federal, state, local, and ~~Preferential~~foreign ~~Rights~~laws regarding environmental protection and hazardous substance control. ~~All~~The ~~required~~Company ~~notices~~believes that its compliance with these laws will have no adverse impact upon its capital expenditures, earnings or competitive position. Federal, state and foreign agencies and legislative bodies have expressed interest in ~~respect~~the further environmental regulation of ~~consents~~the biotechnology industry. The Company is unable to ~~assignment~~estimate the extent and impact ~~preferential~~of ~~rights~~such, toif ~~purchase~~any, ~~relating~~future tofederal, ~~the~~state, ~~Assets~~local ~~have~~legislation ~~been~~or ~~obtained~~administrative byenvironmental ~~Seller~~action.

~~(f) Environmental Laws. The Assets and related operations are not subject to any existing or threatened suit, investigation, or proceeding related to any obligation under any Environmental Law.~~ Seasonality

4.We do ~~Personal~~not ~~Property:~~expect ~~This~~that ~~sale~~our ~~shall~~business ~~include~~will ~~all~~experience ~~fixtures~~any ~~such as written up in future Purchase Orders and Invoices~~seasonality.

5. Further Assurances: The parties agree to cooperate as reasonably requested by any other party to effectuate the assignments and intent contained herein. Such cooperation includes the execution of documents required by governmental agencies and/or third parties to effectuate any of the foregoing.25

6.Table ~~Governing~~of Law: THE PARTIES EACH IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDINGS OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND FURTHER AGREE NOT TO PLEAD OR CLAIM ANY RIGHTS TO A TRIAL BY JURY IN SUCH PROCEEDING.Contents

7.Our Employees Entire Agreement: This Agreement constitutes the entire agreement of the Parties relative to the subject matter contained herein, and there are no oral or other representations or warranties connected with the subject matter hereof. This Agreement supersedes all prior agreements between the Parties relating to the subject matter contained herein.

~~All~~We have ~~copies~~one offull ~~Sales~~time ~~Distribution~~contracted ~~Agreements~~position ~~are~~and ~~filed~~6 part-time contracted positions as ~~Exhibit~~of ~~10.1~~the todate of this registration statement.

~~Insurance~~Backlog

We do not ~~maintain any insurance and do not intend to maintain insurance in the future. Because we do not~~ have any ~~insurance,~~order ifbacklog weas ~~are made a party~~ of ~~a products liability action, we may not have sufficient funds to defend~~ the ~~litigation.~~date Ifof ~~that~~this ~~occurs~~Annual ~~a judgment could be rendered against us that could cause us to cease operations~~Report.

~~24 | Page~~Available Information

~~Employees~~Our annual and quarterly reports, along with all other reports and amendments filed with or furnished to the SEC are available on the SEC maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The address of that site is www.sec.gov. In addition the SEC maintains a Public Reference Room where you can obtain these materials, which is located at 100 F Street, N.E., Washington, D.C. 20549. To obtain more information on the operation of the Public Reference Room call the SEC at 1-800-SEC-0330.

WeJune 2017 ~~are~~Business ~~a development stage company and currently have no employees, other than our sole officer, Olaf Robak.~~Change

~~Offices~~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 13, 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 results. 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 even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018. In 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.

~~Our~~On August ~~business~~1, ~~office~~2017, isthe ~~located~~Company atchanged 5its ~~Garbary,~~name ~~Gdansk,~~to ~~Poland~~Hypgen ~~80327~~Inc. ~~Our~~to ~~phone~~more ~~number~~accurately isreflect ~~(725)333-1501.~~the WeCompany’s ~~purchase~~new ~~the~~strategic ~~office~~direction as it focuses its efforts on ~~May~~developing ~~29,~~therapeutic ~~2015~~treatment options for ~~$13,652~~Parkinson's disease.~~55.~~ Effective with the name change the Company’s trading symbol was changed to HPGN with OTC Markets.

~~Government Regulation~~26

WeTable ~~will be required to comply with all regulations, rules and directives~~ of governmental authorities and agencies applicable to export and import of office chair products and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.Contents

~~LEGAL~~DIRECTORS, EXECUTIVE ~~PROCEEDINGS~~OFFICERS AND CORPORATE GOVERNANCE

WeAll directors ~~are~~of ~~not~~our ~~currently~~company ahold ~~party~~office tountil ~~any~~the ~~legal~~next ~~proceedings,~~annual meeting of the stockholders or until their successors have been elected and wequalified. The officers of our company are ~~not~~appointed ~~aware~~by our board of ~~any~~directors ~~pending~~and hold office until their death, resignation or ~~potential~~removal ~~legal~~from ~~actions~~office. Our directors and executive officer is as follows:

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

Name	Age	Position
McCoy Moretz	60	Chief Executive Officer, Chief Financial Officer and Chairman of the Board and Director
Richard L. Chang	85	Director

~~The~~McCoy Moretz, ~~name~~M.D. was appointed as our Chief Executive Officer, ~~age~~Chief Financial Officer, Treasurer and ~~titles~~Director on July 8, 2017. Dr. Moretz is a board certified surgeon with more than 30 years of ~~our~~experience ~~executive~~and ~~officer~~has operated successful private practices in Atlanta, Georgia and ~~director~~California. ~~are~~Board asCertified ~~follows:~~by the ABO, a member of the American Board of Medical Specialties, Fellow of the American College of Surgeons; American Board of Otolaryngology/Head & Neck Surgery; American Academy of Facial Plastic & Reconstructive surgery; American Academy of Cosmetic Surgery; and American Academy of Otolaryngology / Head & Neck Surgery.

Name and Address of Executive Officer and/or Director		Age		Position
Olaf Robak 5 Garbary, Gdansk, Poland 80327		44		President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

Professor Richard L. Chang was appointed to our Board of Directors on July 8, 2017. Prof is the inventor and patent holder with multiple indications. He has authored 122 peer-reviewed journal publications; has filed multiple significant patents for the treatment of cancer, Infectious disease, hematology and neurological disorders; and has presented over 150 scientific abstracts. Prof. Chang has over 50 years of research experience with such companies as Hoffman-La-Roche, Schering Corp and Burroughs Wellcome and a full professor and director of Research at Rutgers University. He successfully launched and completed off IND and IND phase I trials in China and US.

~~Olaf Robak has acted as our President, Treasurer, Secretary and Director since our incorporation on March 26, 2015. Mr. Robak owns 100%~~ Term of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Robak was going to be our sole President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Since 2000 he has been working as owner of his own business “Biurowe Dystrybucjiin, Ltd.” in office supplies distribution industry in Poland. Mr. Robak intends to devote 20 hours a week of his time to planning and organizing activities of Asset Solutions Inc.Office

25The Company’s |directors ~~Page~~are appointed for a one-year term to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Corporations Code. The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Corporations Code. The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

~~During the past ten years, Mr.Robak has not been the subject to any~~ Committees of the ~~following events:~~Board

1.We do ~~Any~~not ~~bankruptcy~~currently ~~petition~~have ~~filed~~standing bynominating or ~~against~~compensation ~~any~~committees, ~~business~~or ofcommittees ~~which~~performing Mrsimilar functions. ~~Robak~~Due ~~was~~to aour ~~general~~board only ~~partner~~having ortwo ~~executive~~directors, ~~officer~~our ~~either~~Board of Directors believes that it is not necessary to have standing nominating or compensation committees at ~~the~~this time ofbecause the ~~bankruptcy~~functions of such committees are adequately performed by our Board of Directors. We do not have a nominating or ~~within~~compensation ~~two~~committee ~~years~~charter ~~prior~~as we do not currently have such committees. We do not have a policy for electing members to ~~that~~the ~~time~~board. Our current director is not an independent director as defined in the NASD listing standards.

2.It is ~~Any~~anticipated ~~conviction~~that in athe ~~criminal~~future ~~proceeding~~as orthe ~~being~~Company ~~subject~~grows that the Board of Directors will be expanded and form separate compensation and nominating committees, and appoint members to athe ~~pending~~audit ~~criminal~~committee, ~~proceeding~~including an audit committee financial expert.

3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Robak’s involvement in any type of business, securities or banking activities.27

4.Table ~~Found by a court~~ of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.Contents

5. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;Audit Committee

6.Our Board ~~Was~~of ~~found~~Directors byhas not established a ~~court~~separate ofaudit ~~competent~~committee ~~jurisdiction~~within inthe ameaning ~~civil~~of ~~action~~Section or3(a)(58)(A) byof the ~~Commission~~Securities Exchange toAct ~~have~~of ~~violated~~1934, ~~any~~as ~~Federal~~amended or(the ~~State~~“Exchange ~~securities~~Act”). ~~law,~~Our ~~and~~Board of Directors currently performs the ~~judgment~~services inof ~~such~~an audit ~~civil~~committee. ~~action~~Neither or ~~finding~~our bycurrent directors can be considered an “audit committee financial expert.” We will need to attract an individual with the ~~Commission~~qualification ~~has~~of ~~not~~an ~~been~~audit ~~subsequently~~committee ~~reversed,~~expert ~~suspended~~to our Audit Committee. At this time, orwe ~~vacated;~~have not identified such an individual.

7.Nominations to ~~Was~~ the ~~subject~~Board of, ~~or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:~~Directors

iOur directors take a critical role in guiding our strategic direction and oversee the management of the Company. ~~Any~~Board ~~Federal~~candidates are orconsidered ~~State~~based ~~securities~~upon orvarious ~~commodities~~criteria, ~~law~~such oras ~~regulation;~~their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company. In carrying out its responsibilities, the Board will consider candidates suggested by shareholders. If a shareholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Rich Pharmaceuticals, Inc., to the address set forth on the cover page of this Prospectus.

~~ii.~~Board Leadership ~~Any~~Structure law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and~~-desist~~ ~~order,~~Role oron ~~removal~~Risk ~~or prohibition order; or~~Oversight

~~iii~~Mr. Moretz ~~Any~~currently ~~law~~serves oras ~~regulation~~the ~~prohibiting~~Company’s ~~mail~~principal orexecutive ~~wire~~officer ~~fraud~~and orchairman. ~~fraud~~The inCompany ~~connection~~determined ~~with~~this ~~any~~leadership structure ~~business~~was ~~entity;~~appropriate orfor the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company.

8.Compensation Committee ~~Was~~Interlocks ~~the~~and ~~subject~~Insider of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Participation

~~TERM~~No interlocking OFrelationship ~~OFFICE~~exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

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.Director Qualifications

~~DIRECTOR~~In evaluating ~~INDEPENDENCE~~director nominees, our Company considers the following factors:

Our board of directors is currently composed of one member, Olaf Robak, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. • The ~~NASDAQ~~appropriate ~~independence~~size ~~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 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 relate to us and our management.Board;

26• Our |needs ~~Page~~with respect to the particular talents and experience of our directors;

• The knowledge, skills and experience of nominees;

• Experience with accounting rules and practices; and

• The nominees’ other commitments.

Our Company’s goal is to assemble a Board of Directors that brings our Company a variety of perspectives and skills derived from high quality business, professional and personal experience. Other than the foregoing, there are no stated minimum criteria for director nominees. Specific talents and qualifications that we considered for the members of our Company’s Board of Directors are as follows:

• Dr. Moretz has over 30 years of business, medical and surgical experience. Dr. Moretz is Board Certified by the ABO, a member of the American Board of Medical Specialties, Fellow of the American College of Surgeons; American Board of Otolaryngology/Head & Neck Surgery; American Academy of Facial Plastic & Reconstructive surgery; American Academy of Cosmetic Surgery; and American Academy of Otolaryngology / Head & Neck Surgery.

• Prof. Chang has over 50 years of pharmaceutical and executive level experience. Prof. Chang also has authored 122 peer-reviewed journal publications; has filed multiple significant patents for the treatment of cancer, Infectious disease, hematology and neurological disorders; and has presented over 150 scientific abstracts.

Table of Contents

Family Relationships

None.

Code of Ethics

Effective as of December 5, 2017, our board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our president or chief executive officer as well as the individuals performing the functions of our chief financial officer, corporate secretary and controller. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

• the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

• accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our personnel be afforded full access to our president or chief executive officer with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our personnel are to be afforded full access to our board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief executive officer.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our president or chief executive officer. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by our president or chief executive officer, the incident must be reported to any member of our board of directors or use of a confidential and anonymous hotline phone number. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another. Our Code of Business Conduct and Ethics is available, free of charge, to any stockholder upon written request to our Corporate Secretary at HypGen, Inc., at the address on the cover page of this Prospectus. A copy of our Code of Business Conduct and Ethics is attached as an exhibit to this Form S-1.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our current directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in "Transactions with Related Persons; Promoters and Certain Control Persons; Director Independence," none of our current directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Table of Contents

EXECUTIVE COMPENSATION

~~MANAGEMENT~~The following ~~COMPENSATION~~table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual compensation in excess of $100,000.

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on March 26, 2015 until August 31, 2015:

						Stock		Option	Non-equity		Change in Pension Value and Non-Qual. Deferred Compens.		All Other
			Salary	Bonus		Awards		Awards	Incentive		Earnings		Comp.		Total
Position	Year		($)	($)		($)		($)	Comp. ($)		($)		($)		($)
McCoy Moretz		2017	$		—		—	$		—		—		—	$
		2016	$		—			$		—		—		—	$

~~Summary~~Chief Executive ~~Compensation~~Officer/Chief ~~Table~~Financial Officer/Director since July 8, 2017.

Name and Principal Position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				All Other Compensation ($)				Total ($)
Olaf Robak, President, Secretary and Treasurer		2015			-0-				-0-				-0-				-0-				-0-				-0-				-0-				-0-

Employment Agreements

~~There~~On July ~~are~~8, no2017, ~~current~~the ~~employment~~Company ~~agreements~~entered ~~between~~into an Employment Agreement for a two-year term with Dr. McCoy Moretz, the ~~company~~Company’s Chief Executive Officer, Chief Financial Officer, Chief Medical Officer, and ~~its~~a ~~officer~~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.

~~Mr. Robak currently devotes approximately twenty hours per week to manage the affairs~~ Grants of ~~the~~Stock Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.Awards

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 The company orcurrently ~~any~~has ofno ~~its~~stock ~~subsidiaries, if any~~awards.

~~Director Compensation~~30

~~The~~Table ~~following table sets forth director compensation as~~ of ~~August 31, 2015:~~Contents

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Olaf Robak			-0-				-0-				-0-				-0-				-0-				-0-				-0-

Option Exercises and Stock Vested

27During the |fiscal ~~Page~~years ending May 31, 2017 and 2016, there were no option exercises or vesting of stock awards to our named executive officers.

~~CERTAIN~~Outstanding Equity ~~RELATIONSHIPS~~Awards ~~AND~~at ~~RELATED~~Fiscal ~~TRANSACTIONS~~Year End

~~Olaf~~At May ~~Robak is our officer~~31, ~~director~~2017, ~~control~~there ~~person~~were ~~and promoter and he shall receive~~ no ~~compensation~~outstanding ~~for~~equity ~~the placement of the offering~~awards.

~~On May 13, 2015, we issued a total~~ Compensation of 4,000,000 shares of restricted common stock to Olaf Robak in consideration of $4,000. Further, Mr. Robak has advanced funds to us. As of August 31, 2015, Mr. Robak advanced us $100. Mr. Robak will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Robak. Mr. Robak will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Robak does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Robak or the repayment of the funds to Mr. Robak. The entire transaction was oral. We have a verbal agreement with Mr.Robak that, if necessary, he will loan the company funds to complete the registration process.Directors

During the fiscal year ending May 31, 2017, our one independent director did not receive any compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 31 28, ~~2015~~2017 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.

Title of Class	Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership	Percentage
	Number of Shares			Percentage of
Common Stock	Olaf Robak 5 Garbary, Gdansk, Poland 80327		4,000,000 shares of common stock (direct)		100	%
	Beneficially			Outstanding
Name	Owned(1)			Common Stock
Non-employees and directors:
Richard L. Chang, director		63,275,000			46.59	%
Chew Chuan Tin		15,300,000			11.27	%
Rich Pharmaceuticals, Inc.		9,327,500			6.87	%
Named Executive Officers:
Dr. McCoy Moretz, Chief Executive Officer and Chief Financial Officer (2)		8,000,000			5.89	%
Common shares beneficially owned by affiliates, directors and officers as a group (4 persons)		95,902,500			70.62	%

(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 August 31, 2015, there were 4,000,000 shares of our common stock issued and outstanding.

(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 August 28, 2017, there were 135,800,000 shares of our common stock issued and outstanding.

(2)

As of August 27, 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 having 1000 to 1 voting rights over shares of the Company’s common stock.

~~Future sales by existing stockholders~~31

ATable ~~total~~ of 4,000,000 shares of common stock were issued to our sole officer and director, 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.Contents

~~There~~CERTAIN RELATIONSHIPS isAND noRELATED public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 4,000,000 restricted shares of our common stock.TRANSACTIONS

28Transactions with |Related ~~Page~~Persons

The following includes a summary of any transaction occurring since March 26, 2015 (the date of our incorporation), or any proposed transaction, in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation" above). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions.

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.

As of May 31, 2017, Antonio Treminio was our sole officer and director. 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.

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 13, 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 results. 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 even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018. In 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.

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.

Review, approval or ratification of transactions with related persons

We do not have any other special committee, policy or procedure related to the review, approval or ratification of related party transactions.

Promoters and Control Persons

Prof. Chang as a director and beneficial owner of 46.6% of the outstanding common stock and 100% of the preferred stock would be considered a control person of the Company.

Director Independence

The Board has determined that neither of our directors is independent as the term "independent" is defined by the rules of NASDAQ Rule 5605.

Table of Contents

SELLING STOCKHOLDER

We are registering for resale shares of our common stock that are issued and outstanding held by the selling stockholder identified below. We are registering the shares to permit the selling stockholder to resell the shares when and as it deems appropriate in the manner described in the “Plan of Distribution.” As of October 14, 2017, there are 135,800,000 shares of common stock issued and outstanding.

The following table sets forth:

	•	the name of the selling stockholder,
	•	the number of shares of our common stock that the selling stockholder beneficially owned prior to the offering for resale of the shares under this Prospectus,
	•	the maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholder under this Prospectus, and
	•	the number and percentage of shares of our common stock to be beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder).

The selling stockholder has never served as our officer or director or any of its predecessors or affiliates within the last three years, nor has the selling stockholder had a material relationship with us. The selling stockholder is neither a broker-dealer nor an affiliate of a broker-dealer. The selling stockholder did not have any agreement or understanding, directly or indirectly, to distribute any of the shares being registered at the time of purchase.

The selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the selling stockholder will sell all of the shares offered for sale. The selling stockholder is under no obligation, however, to sell any shares pursuant to this Prospectus.

Name		Shares of Common Stock Beneficially Owned prior to Offering ⁽¹⁾				Maximum Number of Shares of Common Stock to be Offered				Number of Shares of Common Stock Beneficially Owned after Offering				Percent Ownership after Offering
GHS Capital Investments, LLC ⁽²⁾			0				7,000,000				0					0%

(1)

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.

(2)

Matthew L. Schissler has voting control over GHS Investments, LLC.

Table of Contents

PLAN OF DISTRIBUTION

~~Asset~~On ~~Solutions~~November ~~Inc~~13, 2017, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant ~~has~~to 4the terms of the GHS Purchase Agreement, GHS committed to purchase up to $7,000,000 ~~shares~~ of our common stock ~~issued~~over ~~and~~a ~~outstanding~~period of asup to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date ofspecified ~~this~~in ~~prospectus~~the drawdown notice (“Drawdown Amount”). The ~~Company~~maximum isamount that ~~registering~~the anCompany ~~additional~~shall ofbe ~~2,000,000~~entitled ~~shares~~to ofdrawdown ~~its~~to ~~common~~GHS ~~stock~~shall ~~for~~be ~~sale~~two athundred ~~the~~percent ~~price~~(200%) of ~~$0.04~~average ~~per~~daily ~~share~~trading volume (U.S. market ~~There~~only) isof nothe ~~arrangement~~Common toStock ~~address~~during the ~~possible~~ten ~~effect~~(10) ofdays preceding the ~~offering~~Drawdown onNotice, so long as such amount does render the Investor ~~price~~a holder of ~~the~~more ~~stock~~than 9.99% ~~The~~of ~~person~~the ~~offering~~outstanding Shares of the ~~securities~~Company. onThe ~~your~~purchase ~~behalf~~price ~~may~~per share to be ~~deemed~~paid toby GHS shall be ancalculated ~~underwriter~~as ofa ~~this~~twenty ~~offering~~percent ~~within~~(20%) discount to the ~~meaning~~lowest close price of ~~that~~the ~~term~~Company asCommon ~~defined~~Stock induring ~~Section~~the 2ten (1110) ofconsecutive trading days prior to the ~~Securities~~date ~~Act~~the Drawdown Notice was submitted .

In connection with the ~~Company’s~~GHS ~~selling~~Purchase ~~efforts in the offering~~Agreement, we ~~Olaf~~also ~~Robak~~entered ~~will~~into ~~not register as~~ a ~~broker-dealer~~registration ~~pursuant~~rights toagreement ~~Section~~with ~~15 of the Exchange Act~~GHS, ~~but~~pursuant ~~rather~~to ~~will~~which ~~rely~~we ~~upon~~are ~~the~~obligated ~~“safe~~to ~~harbor”~~file ~~provisions~~a ofregistration ~~SEC~~statement with ~~Rule 3a4-1, promulgated under~~ the Securities and Exchange ~~Act~~Commission ~~of 1934, as amended~~ (the “~~Exchange Act~~SEC”). ~~Generally~~covering ~~speaking,~~shares ~~Rule~~of ~~3a4-1~~our ~~provides~~common anstock ~~exemption~~underlying ~~from~~ the ~~broker-dealer~~GHS ~~registration~~Purchase Agreement ~~requirements~~within of30 ~~the~~days ~~Exchange~~after ~~Act~~the ~~for~~date ~~persons associated with an issuer that participate in an offering~~ of the ~~issuer’s~~GHS ~~securities.~~Purchase MrAgreement. ~~Robak~~In isaddition, ~~not~~we ~~subject~~are obligated to ~~any~~use ~~statutory~~all ~~disqualification,~~commercially asreasonable efforts ~~that~~to ~~term~~have isthe ~~defined~~registration instatement ~~Section~~declared ~~3(a)(39)~~effective ofby the ~~Exchange~~SEC ~~Act.~~within ~~Mr.~~90 ~~Robak~~days ~~will~~after ~~not~~filing beand ~~compensated~~maintain ~~in connection with his participation in~~ the ~~offering by the payment~~ effectiveness of ~~commissions~~such orregistration ~~other~~statement ~~remuneration~~until ~~based~~termination ~~either~~of ~~directly~~the orGHS ~~indirectly~~Purchase ~~on transactions in our securities~~Agreement. ~~Mr.~~The ~~Robak~~7,000,000 isshares ~~not,~~to ~~nor~~be ~~has~~registered heherein ~~been~~represent 5.15% ~~within~~of the ~~past~~shares 12then ~~months,~~issued ~~a broker or dealer,~~ and ~~he is not~~outstanding, ~~nor~~assuming ~~has~~that ~~he been within~~ the ~~past~~selling 12stockholder ~~months,~~will ansell ~~associated~~all ~~person~~ of athe ~~broker~~shares oroffered ~~dealer~~for sale. AtThe ~~the end of the offering~~7,000,000 ~~Mr.~~shares ~~Robak will continue~~ to ~~primarily~~be ~~perform~~registered ~~substantial~~herein ~~duties~~represent ~~for the Company or on its behalf otherwise than in connection with transactions in securities~~18. ~~Mr. Robak will not participate in selling an offering~~ 4%of ~~securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii). Mr. Robak may solicit~~ the ~~investors through personal contact, by telephone or mail/email. He will identify those who might have an interest in purchasing~~ shares ~~among~~issued ~~his personal friends~~ and ~~business~~outstanding ~~associates.~~held Heby ~~will~~non-affiliates ~~not~~of the ~~use any supplemental materials in this regard~~Company.

~~Asset~~At ~~Solutions~~an ~~Inc.~~assumed ~~will~~purchase ~~receive~~price ~~all proceeds from the sale~~ of ~~the 2,000,000 shares being offered. The price per share is fixed at~~ $0.0480 ~~for~~(equal to ~~the~~80% ~~duration~~ of ~~this~~the ~~offering.~~closing ~~Although~~price of our common stock isof ~~not~~$1.00 ~~listed~~ on aNovember ~~public~~13, ~~exchange or quoted over-the-counter~~2017), we ~~intend~~will tobe ~~seek~~able to ~~have~~receive ~~our~~up ~~shares~~to of$7,000,000 ~~common~~in gross ~~stock~~proceeds, ~~quoted~~assuming on the ~~Over-the~~sale ~~Counter~~of ~~Bulletin~~the ~~Board.~~entire In7,000,000 ~~order~~shares tobeing beregistered ~~quoted~~hereunder onpursuant to the ~~OTC~~GHS ~~Bulletin~~Purchase ~~Board~~Agreement. Accordingly, awe ~~market~~would ~~maker~~be ~~must~~required ~~file~~to anregister ~~application~~1,750,000 onadditional ~~our~~shares ~~behalf~~to inobtain ~~order~~the tobalance ~~make~~of a$1,400,000 ~~market~~under ~~for~~the ~~our~~GHS ~~common~~Purchase Agreement ~~stock.~~at ~~There~~an ~~can~~assumed bepurchase noprice ~~assurance~~of ~~that~~$0.80 aper ~~market~~share. We ~~maker~~are ~~will~~currently ~~agree~~authorized to ~~file~~issue ~~the~~2,000,000,000 ~~necessary~~shares ~~documents~~of ~~with~~our common ~~FINRA,~~stock. ~~nor~~GHS ~~can~~has ~~there~~agreed beto ~~any~~refrain ~~assurance~~from ~~that~~holding ~~such~~ an ~~application~~amount ~~for~~of ~~quotation~~shares ~~will~~which bewould ~~approved.~~result ~~However,~~in ~~sales~~GHS byowning ~~the~~more ~~Company~~than ~~must~~9.99% beof ~~made at~~ the then-outstanding ~~fixed~~shares ~~price~~ of ~~$0.04~~our ~~for~~common upstock toat ~~240~~any ~~days~~one ~~from the effective date of this prospectus~~time.

The selling ~~Company’s~~stockholder ~~shares~~ may, ~~be sold to purchasers~~ from time to time, ~~directly~~sell byany ~~and~~or ~~subject~~all toof ~~the~~its ~~discretion~~shares of ~~the~~common ~~Company.~~stock ~~Further,~~on ~~the~~any ~~Company~~stock ~~will not offer its shares for sale through underwriters~~exchange, ~~dealers,~~market ~~agents~~ or ~~anyone~~trading facility ~~who~~on ~~may~~which ~~receive compensation in~~ the ~~form~~shares ofare ~~underwriting~~traded ~~discounts, concessions~~ or ~~commissions~~in ~~from~~private ~~the~~transactions. ~~Company~~These ~~and/or~~sales ~~the~~may ~~purchasers~~be ofat ~~the~~fixed ~~shares~~or ~~for~~negotiated ~~whom they may act as agents~~prices. The ~~shares~~selling stockholder ~~of common stock sold by the Company~~ may beuse ~~occasionally~~any ~~sold in~~ one or more ~~transactions;~~of ~~all~~the ~~shares~~following ~~sold~~methods ~~under~~when ~~this~~selling ~~prospectus will be sold at a fixed price of $0.04 per share.~~shares:

In• ~~order~~ordinary tobrokerage ~~comply~~transactions ~~with~~and transactions in which the ~~applicable~~broker-dealer ~~securities~~solicits ~~laws~~purchasers; of• ~~certain~~block ~~states,~~trades in which the ~~securities~~broker-dealer will beattempt ~~offered~~to orsell ~~sold~~the inshares ~~those~~as ~~only~~agent, ifbut ~~they~~may ~~have~~position ~~been~~and ~~registered~~resell ora ~~qualified~~portion of the block as principal to facilitate the transaction • purchases by a broker-dealer as principal and resale by the broker-dealer for ~~sale~~its account; • an ~~exemption~~exchange ~~from~~distribution in accordance with the rules of the applicable exchange; • privately negotiated transactions; • broker-dealers may agree with the selling stockholder to sell a specified number of such ~~registration~~shares orat ifa ~~qualification~~stipulated ~~requirement~~price isper ~~available~~share; ~~and~~• broker-dealers may agree with ~~which~~the ~~Asset~~selling ~~Solutions~~stockholder ~~Inc.~~to ~~has~~sell ~~complied~~a specified number of such shares at a stipulated price per share; • through the writing of options on the shares; • a combination of any such methods of sale; and • any other method permitted pursuant to applicable law.

InThe selling ~~addition~~stockholder may also sell the shares directly to market makers acting as principals and/or ~~without~~broker-dealers ~~limiting~~acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the ~~foregoing~~form of discounts, concessions or commissions from the ~~Company~~selling stockholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be ~~subject~~below the then market price. The selling stockholder cannot assure that all or any of the shares offered in this prospectus will be issued to, ~~applicable~~or ~~provisions~~sold by, ~~rules~~the selling stockholder. The selling stockholder and ~~regulations~~any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, are “underwriters” as that term is defined under the Securities Act, or the Exchange Act, ~~with~~or ~~regard~~the torules ~~security~~and ~~transactions~~regulations ~~during~~under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the ~~period~~resale of ~~time~~the ~~when~~shares ~~this~~purchased ~~Registration~~by ~~Statement~~them ismay ~~effective~~be deemed to be underwriting commissions or discounts under the Securities Act.

~~29 | Page~~34

WeTable ~~have no intention~~ of ~~inviting broker-dealer participation in this Offering.~~Contents

Pursuant to the GHS Equity Purchase Agreement, the Company may enter into an agreement with a registered broker-dealer to act as a placement agent. The ~~expenses~~Company ~~incidental~~has no intention to ~~the~~engage a placement agent in connection with this registration ofstatement, and has not had any discussions with any broker-dealers. Additionally, GHS does not have the ~~shares~~right ~~(including~~to ~~registration~~require ~~pursuant~~the Company to engage a placement agent, or pick the ~~securities~~broker-dealer ~~laws~~to act as placement agent. Furthermore, the engagement of ~~certain~~a ~~states)~~placement ~~are~~agent ~~expected~~does not impact GHS’s obligation to beprovide ~~$8,000~~the Company cash funds in connection with the delivery of a put notice.

~~Procedures~~Discounts, concessions, ~~for~~commissions ~~Subscribing~~and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. Notwithstanding the foregoing, if the Company decides to engage a placement agent in connection with this registration statement, then the Company shall be obligated to pay the fees connected to the placement agent. This may result in the Company receiving less than the expected total proceeds.

IfGHS intends ~~you~~to ~~decide~~sell/distribute tothe ~~subscribe~~shares ~~for~~of ~~any~~common ~~shares~~stock inthat ~~this~~they ~~offering,~~acquire ~~you~~from ~~must~~the Company in the open market.

-The selling ~~execute~~stockholder ~~and~~shall ~~deliver~~acquire athe ~~subscription~~securities ~~agreement;~~offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers ~~deliver~~regarding athe ~~check~~sale of its shares of common stock, nor is there an underwriter or ~~certified~~coordinating ~~funds~~broker toacting usin connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for ~~acceptance~~the orsale ~~rejection~~of shares of common stock, if required, we will file a supplement to this prospectus.

~~All~~If the ~~checks~~selling ~~for~~stockholder ~~subscriptions~~uses ~~must~~this beProspectus ~~made~~for ~~payable~~any tosale ~~“Asset~~of ~~Solutions~~the ~~Inc.”~~shares ~~The~~of ~~Company~~common ~~will~~stock, ~~deliver~~it ~~stock~~will ~~certificates~~be ~~attributable~~subject to ~~shares~~the ofprospectus delivery ~~common~~requirements ~~stock~~of ~~purchased directly to~~ the ~~purchasers~~Securities Act.

~~Right~~As described toin ~~Reject~~more ~~Subscriptions~~detail below under “Item 15. Recent Sales of Unregistered Securities”, the Company has also entered into convertible promissory notes with the selling stockholder.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them. Regulation M

~~Penny~~The anti-manipulation ~~Stock~~rules ~~Regulations~~of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholder.

~~You~~During such ~~should~~time ~~note~~as ~~that~~it ~~our~~may ~~stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to~~ be ~~any~~engaged ~~equity~~in ~~security that has~~ a ~~market~~distribution ~~price~~of ~~(as~~any ~~defined) less than $5.00 per share or an exercise price~~ of ~~less~~the ~~than~~shares ~~$5.00~~we ~~per share, subject to certain exceptions. Our securities~~ are ~~covered~~registering by ~~the~~this ~~penny~~registration ~~stock rules~~statement, ~~which~~GHS ~~impose~~is required ~~additional sales practice requirements on broker-dealers who sell~~ to ~~persons~~comply ~~other~~with ~~than~~Regulation ~~established customers and "accredited investors"~~M. ~~The~~In ~~term "accredited investor" refers generally to institutions with assets in excess of $2~~general,~~000,000~~ orRegulation ~~individuals~~M ~~with~~precludes aany ~~net~~selling ~~worth~~security ~~in excess of $1~~holder,~~000,000~~ orany ~~annual~~affiliated ~~income~~purchasers and ~~exceeding~~any ~~$200,000 or $300,000 jointly with their spouse. The penny stock rules require a~~ broker-dealer, ~~prior~~or toother aperson ~~transaction~~who participates in a ~~penny~~distribution ~~stock~~from ~~not~~bidding ~~otherwise~~for ~~exempt~~or ~~from~~purchasing, ~~the~~or ~~rules,~~attempting to ~~deliver~~induce any aperson ~~standardized~~to ~~risk~~bid ~~disclosure~~for ~~document~~or inpurchase, aany ~~form~~security ~~prepared by the SEC~~ which ~~provides~~is ~~information about penny stocks and~~ the ~~nature~~subject ~~and level~~ of ~~risks in~~ the ~~penny~~distribution ~~stock~~until ~~market. The broker-dealer also must provide~~ the ~~customer~~entire ~~with~~distribution ~~current~~is ~~bid~~complete. Regulation ~~and~~M ~~offer~~defines ~~quotations~~a ~~for~~"distribution" ~~the~~as ~~penny~~an ~~stock,~~offering ~~the compensation~~ of ~~the~~securities ~~broker-dealer~~that ~~and~~is ~~its~~distinguished ~~salesperson~~from inordinary ~~the~~trading ~~transaction~~activities by ~~and monthly account statements showing~~ the ~~market~~magnitude ~~value~~ of ~~each penny stock held in~~ the ~~customer's~~offering ~~account. The bid~~ and ~~offer quotations, and~~ the ~~broker-dealer~~presence ~~and~~of ~~salesperson~~special ~~compensation~~selling ~~information,~~efforts ~~must be given to the customer orally or in writing prior to effecting the transaction~~ and ~~must~~selling ~~be given to the customer in writing before or with the customer's confirmation~~methods. InRegulation ~~addition,~~M ~~the~~also ~~penny~~defines ~~stock rules require that prior to~~ a "distribution ~~transaction~~participant" inas aan ~~penny~~underwriter, ~~stock~~prospective ~~not otherwise exempt from these rules~~underwriter, ~~the~~ broker-, dealer, ~~must~~or ~~make~~other aperson ~~special~~who ~~written~~has ~~determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement~~ agreed to ~~the~~participate ~~transaction.~~or ~~These~~who ~~disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that~~ is ~~subject~~participating ~~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~~a ~~limit the marketability of our common stock~~distribution.

30Regulation M |under ~~Page~~the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed GHS that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised GHS of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

~~STATE~~Pursuant to ~~SECURITIES~~the -GHS ~~BLUE~~Equity ~~SKY~~Purchase ~~LAWS~~Agreement, GHS shall not sell stock short, either directly or indirectly through its affiliates, principals or advisors, our common stock during the term of the agreement.

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.35

InTable ~~order to comply with the applicable securities laws~~ of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Asset Solutions Inc. has complied. In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.Contents

DESCRIPTION OF SECURITIES TO BE REGISTERED

~~GENERAL~~Authorized Capital Stock

~~Our~~We are authorized ~~capital~~to ~~stock~~issue ~~consists of 75~~2,000,000,000 shares of common stock, ~~par value~~ $0.001 par value per share. Asand ~~of August 31~~2, ~~2015, there were 4,~~000,000 shares of ~~our~~preferred ~~common~~ stock ~~issued and outstanding those were held by one registered stockholder of record~~, $0.001 ~~our~~par ~~sole~~value ~~officer~~per ~~and director, Olaf Robak~~share.

~~COMMON STOCK~~Common Stock

~~The~~As of ~~following~~October is14 a,2017, ~~summary~~135,800,000 shares of ~~the~~common ~~material~~stock ~~rights~~are issued and ~~restrictions associated with our common stock~~outstanding.

The holders of our common stock ~~currently~~ have ~~(i)~~ equal ratable rights to dividends from funds legally available ~~therefore,~~if ~~when, as~~ and ifwhen declared by ~~the~~our ~~Board~~ board of ~~Directors~~directors ofand ~~the Company; (ii)~~ are entitled to share ratably in all of ~~the~~our assets ~~of the Company~~ available for distribution to holders of common stock upon liquidation, dissolution or winding up of ~~the~~our affairs. ofOur ~~the~~common ~~Company~~stock ~~(iii)~~does do not ~~have~~provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. ~~applicable~~Our ~~thereto;~~common ~~and~~stock ~~(iv)~~holders are entitled to one non-cumulative vote per share on all matters on which ~~stock~~shareholders ~~holders~~ may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

~~WARRANTS~~All shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

WeHolders of ~~have~~shares ~~not~~of ~~issued~~our ~~and~~common stock do not have ~~any~~cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, ~~warrants~~voting for the election of directors, can elect all of the directors to ~~purchase~~be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our ~~common stock~~directors.

~~31 | Page~~Preferred Stock

~~OPTIONS~~Our Board of Directors has the authority, without further action by the stockholders, to issue up to 2,000,000 shares of preferred stock in one or more series, and to fix the designations, powers, preferences and relative, participating, optional and other special rights, if any, of each such class or series and the qualifications, limitations and restrictions thereof, including dividend rights, conversion rights, voting rights, sinking-fund provisions, terms of redemption, liquidation preferences, preemption rights, and the number of shares constituting any series or the designation of such series, without any further vote or action by the stockholders. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and could have the effect of delaying, deferring or preventing a change in control of us.

WeSeries A ~~have~~Preferred ~~not issued and do not have any outstanding options to purchase shares of our common stock.~~Stock

~~CONVERTIBLE~~On July ~~SECURITIES~~26, 2017, we filed a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) 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. Our Board of Directors and a majority of our shareholders approved the Certificate of Amendment.

~~We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.~~Dividends

~~DIVIDEND~~We have ~~POLICY~~never declared or paid any cash dividends on shares of our capital stock. We currently intend to retain earnings, if any, to fund the development and growth of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, cash needs and growth plans.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.36

~~INDEMNIFICATION~~Table of Contents

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $80,000, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Asset Solutions Inc. as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

EXPERTS

Bharat Parikh & Associates C.A., our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Bharat Parikh & Associates C.A. has presented its report with respect to our audited financial statements.

32 | Page

LEGAL MATTERS

~~John~~The validity E.of ~~Lux,~~the ~~Esq.~~common ~~has~~stock ~~opined~~offered onby ~~the~~this ~~validity~~prospectus ofwill ~~the~~be ~~shares~~passed ofupon ~~common~~for ~~stock~~us ~~being~~by ~~offered~~The ~~hereby~~Doney Law Firm.

~~AVAILABLE INFORMATION~~EXPERTS

WeThe financial ~~have~~statements ~~not previously been required to comply with the reporting requirements~~ of ~~the~~our ~~Securities~~company ~~Exchange~~included ~~Act.~~in Wethis ~~have~~prospectus ~~filed~~and ~~with~~in the ~~SEC a~~ registration statement onhave ~~Form~~been ~~S-1~~audited ~~to register the securities offered~~ by ~~this~~KLJ ~~prospectus.~~& Associates, ~~For~~LLP, ~~future~~an ~~information~~independent ~~about~~registered uspublic ~~and~~accounting ~~the securities offered under this prospectus~~firm, ~~you may refer~~ to the ~~registration~~extent ~~statement~~ and tofor the ~~exhibits~~periods ~~filed~~set asforth ain ~~part~~their ofreport appearing ~~the~~elsewhere ~~registration~~herein ~~statement.~~and Inin ~~addition, after~~ the ~~effective~~registration ~~date of this prospectus~~statement, weand ~~will~~are beincluded ~~required~~in toreliance ~~file~~on ~~annual,~~such ~~quarterly and current reports~~report, orgiven ~~other~~the ~~information~~authority of ~~with~~said ~~the~~firm ~~SEC~~ as ~~provided~~an byexpert ~~the~~in ~~Securities~~auditing ~~Exchange Act. You may read~~ and ~~copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N~~accounting.~~E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.~~

~~CHANGES~~INTERESTS OF INNAMED EXPERTS AND ~~DISAGREEMENTS WITH ACCOUNTANTS ON~~COUNSEL

~~ACCOUNTING~~No expert ~~AND~~or ~~FINANCIAL~~counsel ~~DISCLOSURE~~named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WeWHERE YOU ~~have~~CAN ~~had~~FIND noMORE ~~changes in or disagreements with our independent registered public accountant.~~INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.

Table of Contents

HYPGEN, INC.

FINANCIAL STATEMENTS

~~Our~~TABLE OF ~~fiscal year end is May 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by Bharat Parikh & Associates C.A.~~CONTENTS

The financial information presented is the audited financial statements for the period from Inception (March 26, 2015) to May 31, 2015 and the reviewed financial statements for the three months ended August 31, 2015.

Condensed Balance Sheets	F-1
Condensed Statements of Operations	F-2
Condensed Statements of Cash Flows	F-3
Notes to Condensed Financial Statements	F-4

33 | Page

Report of Independent Registered Public Accounting Firm	F-16
Consolidated Balance Sheets	F-17
Consolidated Statements of Operations and Comprehensive Loss	F-18
Consolidated Statements of Cash Flows	F-19
Consolidated Statements of Stockholders’ Deficit	F-20
Notes to Consolidated Financial Statements	F-21

~~INDEX TO FINANCIAL STATEMENTS~~38

Report of Independent Registered Public Accounting Firm		F-2
Financial Statements
Balance sheet -May 31, 2015	F-3
Statement of Operations - March 26, 2015 (Inception) through May 31, 2015	F-4
Statement of Stockholders’ Equity- March 26, 2015 (Inception) through May 31, 2015	F-5
Statement of Cash Flows - March 26, 2015 (Inception) through May 31, 2015	F-6
Notes to Financial Statements	F-7

Table of Contents

HYPGEN INC

(FORMERLY MEGA BRIDGE INC.)

CONDENSED BALANCE SHEETS

		AUGUST 31, 2017			MAY 31, 2017
ASSETS		(Unaudited)
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

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
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
Committments 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

The accompanying notes are an integral part of these financial statements

F-1

~~REPORT~~Table OFof ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~ Contents

~~To,~~HYPGEN INC

~~The~~(FORMERLY ~~Board~~MEGA ofBRIDGE ~~Directors and Shareholders of~~INC.)

~~Asset~~CONDENSED ~~Solution~~STATEMENTS ~~Inc.~~OF OPERATIONS (Unaudited)

State of Nevada,

	For the three months ended August 31,
	2017			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	$	(0.000	)	$	0.003
Total basic and diluted net earnings (loss) per share of common stock	$	(0.005	)	$	(0.000	)

Weighted average number of shares outstanding:
Basic and diluted		64,305,495			5,000,000

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

We have audited the consolidated balance sheets of Asset Solution Inc. as of May 31, 2015 and the related consolidated statements of operations, stockholders' equity, and cash flows for fiscal year then ended. These consolidated financial statements-are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Coppany as of May 31, 2015 and the results of its operations and its cash flows for fiscal year then ended is in conformity with U.S. generally accepted accounting principles.

For Bharat Parikh & Associates

Chartered AccoI ntants

CA Bharat Varikh (Senior Partner) Registered with PCAOB Date: - 18/09/2015

CHARTERED ACCOUNTANTS

Head Office : 508-509, Shriram Chambers, R.C.Dutt Rd., Alkapuri, VADODARA-390 007. Phone : (91) (0265) 2338755 BRANCHES : AHMEDABAD, MUMBAI, DELHI, NEW JURSEY (U.S.A.), LONDON (U.K.) Email : bharatparikhcaÓgmail.com 1 bharat.parikh@bpaca.com Website www.bpaca.com

F-2

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

(AHYPGEN ~~DEVELOPMENT STAGE COMPANY)~~INC

~~BALANCE~~(FORMERLY ~~SHEETS~~MEGA BRIDGE INC.)

	May 31, 2015
	(Audited)
ASSETS
CURRENT ASSETS
Cash	$	4,890
FIXED ASSETS
Office Building		13,653
TOTAL ASSETS	$	18,543
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Related Party Loan	$	100
		100
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value; 4,000,000 shares issued and outstanding at May 31, 2015		4,000
Income (Deficit) accumulated during the development stage		14,443
Total Stockholders' Equity		18,443
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,543

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three Months Ended August 31,
	2017			2016
Operating activities:
Net income (loss) from continuing operations	$	(353,541	)	$	(17,501	)
Net income (loss) from discontinued operations		(76	)		17,150
Net income	$	(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	$	—		$	—
Interest Paid	$	—		$	—
Non-cash activity
Common and Preferred shares issued to acquired license	$	77,000		$	—
Convertible notes redeemed for common stock	$	200,000		$	—

The accompanying notes are an integral part of these financial statements

F-3

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

~~(A DEVELOPMENT STAGE COMPANY)~~HYPGEN INC.

~~STATEMENTS~~(FORMERLY MEGA OFBRIDGE ~~OPERATIONS~~INC.)

	From Inception
	(March 26, 2015) to
	May 31, 2015
	(Audited)
Income:
Revenue	$	30,873
Cost of Goods Sold:
Product Purchases		16,393
Gross Profit		14,481
Operating Expenses:
General and administrative		38
Total Expenses		38
Net income before income tax provision		14,443
Provision for income tax		-
Net gain (loss) for the period	$	14,443
Net loss per share:
Basic and diluted	$	0.00
Weighted average number of shares outstanding:
Basic and diluted		4,000,000

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~The~~AUGUST 31, ~~accompanying notes are an integral part of these financial statements~~2017

(UNAUDITED)

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.

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.

F-4

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

~~(A DEVELOPMENT STAGE COMPANY)~~HYPGEN INC.

~~STATEMENTS~~(FORMERLY MEGA OFBRIDGE ~~CHANGES IN SHAREHOLDERS' EQUITY (Audited~~INC.)

~~From~~NOTES TO CONDENSED FINANCIAL ~~Inception (March 26, 2015) to May 31, 2015~~STATEMENTS

	Common Stock								Total
	Number of				Additional		Accumulated		Shareholders'
	Shares		Par Value		Paid in Capital		Gain (Loss)		Equity
Balance, March 26, 2015 (Inception)		-	$	-	$	-	$	-	$	-
Common Shares issued:
For cash on May 13, 2015		4,000,000		4,000		-				4,000
Net gain (loss)		-		-		-		14,443		14,443
Balance, May 31, 2015		4,000,000	$	4,000	$	-	$	14,443	$	18,443

AUGUST 31, 2017

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

~~F-5~~NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

~~ASSET~~Nature of ~~SOLUTIONS~~Business ~~INC.~~(Continued)

On June 28, 2017, the Company executed an Asset Assignment Agreement (A“Asset ~~DEVELOPMENT~~Assignment ~~STAGE~~Agreement”) ~~COMPANY~~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 results. 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 event the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018. In 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.

~~STATEMENTS~~On June OF28, ~~CASH~~2017, ~~FLOWS~~the ~~(Audited)~~Company discontinued operations of its office products sales and distribution segment.

	From inception
	(March 26, 2015) to
	May 31, 2015
Operating activities:
Net gain (loss)	$	14,443
Adjustment to reconcile net loss to net cash provided by operations:
Changes in assets and liabilities:
Building and Land		(13,653	)
Net cash provided by operating activities		790
Financing activities:
Related Party Loan		100
Proceeds from issuance of common stock		4,000
Net cash provided by financing activities		4,100
Net increase in cash		4,890
Cash, beginning of period		-
Cash, end of period	$	4,890
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	-
Interest	$	-

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

~~The~~On July ~~accompanying~~18, ~~notes~~2017, ~~are~~we anfiled ~~integral~~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 ~~these~~merger, ~~financial~~our ~~statements~~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.

~~F-6~~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.

~~Asset~~NOTE ~~Solutions~~2: ~~Inc.~~SIGNIFICANT ACCOUNTING POLICIES

~~Notes to the Financial Statements~~Going Concern

~~May~~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, ~~2015~~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.

Note 1: Organization and Basis of Presentation

Asset Solutions Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on March 26, 2015.

The Company is in the development phase and intends to expand its office chair distribution business. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of May 31, 2015 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “we,” “us,” “our” or the “Company” are to Asset Solutions Inc.

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

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.

~~Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.~~F-5

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(UNAUDITED)

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 August 31, 2016, 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 831,200 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.

F-6

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(UNAUDITED)

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (Continued)

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, ~~2014~~ 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.

~~F-7~~Reclassifications

~~Asset~~Certain prior ~~Solutions~~year ~~Inc~~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.

Notes to the Financial Statements

May 31, 2015

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

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.

~~Our~~Customers of ~~customers~~our ~~pay~~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.

F-7

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(UNAUDITED)

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

~~F-8~~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.

Asset Solutions Inc.

Notes to the Financial Statements

May 31, 2015

The Company did not record any income tax accrual for the period from inception to May 31, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended May 31, 2015.

Recent Accounting Pronouncements

~~The~~In July ~~Company~~2017, ~~does~~the ~~not~~FASB ~~expect~~issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the ~~adoption~~complexity of ~~recently~~accounting ~~issued~~for ~~accounting~~certain ~~pronouncements~~financial toinstruments with ~~have~~down around ~~significant~~features. ~~impact~~Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the ~~Company’s~~basis ~~results~~of the pricing of ~~operations,~~future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial ~~position~~instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or ~~cash~~conversion ~~flow~~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 condensed financial statements.

~~Note 3: Legal Matters~~Subsequent Events

~~The~~In accordance with ASC 855 “Subsequent Events” the Company ~~has~~evaluated nosubsequent ~~known~~events ~~legal~~after ~~issues~~the ~~pending~~balance sheet date through the date of issuance.

~~Note 4: Capital Stock~~F-8

~~The~~Table ~~Company has authorized 75,000,000 shares~~ of ~~common stock with a par value of $0.001 per share.~~Contents

~~On May 13, 2015 the Company issued 4,000,000 shares of common stock for a purchase price of $0~~HYPGEN INC.~~001 per share to its sole director. The Company received proceeds of $4,000 from the sale of the common stock.~~

As(FORMERLY MEGA ofBRIDGE ~~May 31, 2015 there were no outstanding stock options or warrants~~INC.)

~~Note~~NOTES TO CONDENSED 5:FINANCIAL ~~Fixed Assets~~STATEMENTS

~~On May 25~~AUGUST 31, ~~2015 the Company purchased a small office located at 5 Garbary in Gdansk Poland. The purchase price was $13,653. The Company will utilize the space as its primary office.~~2017

~~Fixed assets are stated at cost. The Company will utilize straight-line depreciation over the estimated useful life of the asset.~~(UNAUDITED)

~~Buildings~~NOTE 3: –DISCONTINUED ~~15 years~~OPERATIONS

~~Office~~On June ~~Equipment~~28, –2017, 7the ~~years~~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.

~~During~~The condensed ~~the~~statement ~~year~~of ~~ended~~operations ~~May~~was ~~31,~~restated ~~2015~~to reflect the ~~Company~~reclassification ~~did~~of ~~not record any depreciation expense for~~ the ~~building~~discontinued ~~as it was not in use yet and no depreciation was recorded for office equipment as none had been purchased~~operations.

Note 6: Income Taxes

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	)

~~The~~On May ~~Company~~25, ~~uses~~2015 the ~~asset~~Company ~~and~~purchased ~~liability~~a ~~method~~small ofoffice ~~accounting~~located ~~for~~at ~~income~~5 ~~taxes~~Garbary in ~~accordance~~Gdansk ~~with~~Poland. ~~ASC~~The ~~Topic~~purchase ~~740,~~price ~~“Income~~was ~~Taxes~~$13,653.” ~~Under~~The Company utilized this ~~method,~~space ~~income~~as ~~tax~~its ~~expense~~primary isoffice ~~recognized~~ for the ~~amount~~former ~~of:~~discontinued ~~(i)~~operations. ~~taxes~~Assets ~~payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting~~ from ~~matters~~discontinued ~~that~~operations ~~have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities~~ are ~~measured~~reflected net ~~using~~of ~~enacted~~accumulated ~~tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled~~depreciation.

	August 31, 2017		May 31, 2017

Assets of discontinued operations	$	11,681	$	11,757

Liabilities of discontinued operations		—		—

NOTE 4: 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, 2018. In 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.

F-9

~~Asset~~Table ~~Solutions~~of ~~Inc.~~Contents

~~Notes to the Financial Statements~~HYPGEN INC.

~~May~~(FORMERLY MEGA ~~31,~~BRIDGE ~~2015~~INC.)

~~The~~NOTES TO CONDENSED ~~effect~~FINANCIAL 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.STATEMENTS

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-recognitionAUGUST 31, ~~classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for the reporting period presented.~~2017

InNOTE 4: ~~the~~INTANGIBLE ~~future~~ASSETS ~~the Company will record income tax accruals at the following rates:~~(CONTINUED)

Federal	34	%
State	5	%
	39	%

The below chart analyzes the license value net of amortization:

Note 7: Related Party Transactions

	August 31, 2017			Estimated Life
Investment in license	$	177,000		19.4 years
Less amortization	$	(1,599	)
License fee net amortization	$	175,401

~~The~~Amortization expense ~~director~~for of the ~~Company~~three ~~made~~months ~~the~~ended ~~initial~~August ~~$100~~31, ~~deposit~~2017 toand ~~open~~was ~~the~~$1,599 ~~bank account. The amount is being carried as a Related Party Loan which bears no interest~~ and is$0, ~~payable on demand~~respectively.

~~Note 8~~NOTE 5: ~~Going~~CONVERTIBLE ~~Concern~~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 ~~accompanying~~Company ~~financial~~was ~~statements~~permitted ~~and~~to ~~notes~~prepay this ~~have~~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 ~~prepared~~made ~~assuming~~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 ~~will~~common ~~continue~~stock asat athe ~~going~~conversion ~~concern~~price of $.25 per share and the principal was converted on August 11, 2017. Accrued interest at conversion remains at $4,244.

~~The~~On April 7, 2017, the Company ~~had~~entered ~~limited~~into ~~operations~~a ~~during~~one-year convertible note with the ~~period~~face ~~from~~value ~~March~~of 26$100,000 ~~2015~~bearing ~~(date~~8% ofinterest. ~~inception)~~The Company was able to ~~May~~prepay ~~31,~~this ~~2015~~note ~~with~~in afull ~~net~~or ~~gain~~in ofpart ~~$14,443~~at any time without penalty. ~~There~~This isnote nowas ~~guarantee~~to ~~that~~become convertible at the ~~Company~~sole ~~will~~discretion of ~~continue~~the tonote ~~generate~~holder ~~revenues.~~if ~~This~~full ~~condition~~payment ~~raises~~had ~~substantial~~not ~~doubt~~been ~~about~~made when the ~~Company’s~~maturity ~~ability~~date toarrived. ~~continue~~The asholder aof ~~going~~the ~~concern.~~note ~~The~~was ~~Company~~entitled isto ~~currently~~a conversion inprice equal to seventy percent of the ~~development~~average ~~stage.~~trading ~~Management~~price ~~believes~~computed ~~that~~based on the ~~Company’s~~previous ~~current~~7 ~~cash~~trading days prior to notice of $4conversion. These shares once converted may not be offered,~~890~~ sold, transferred or disposed of in any other way without prior written consent of the ~~proceeds~~Company. ~~from~~On June 28, 2017, the ~~proposed~~Company ~~offering~~executed ~~pursuant~~an amendment to this note. The amendment provides that the ~~Registration~~total ~~Statement~~outstanding onamounts ~~Form~~under ~~S-1~~the ~~and~~promissory ~~anticipated~~notes ~~revenues~~shall ~~will~~convert beinto ~~sufficient~~shares toof ~~cover~~Company common stock at the ~~expenses~~conversion price ~~they~~of ~~will~~$.25 ~~incur~~per ~~during~~share and the ~~next~~principal ~~twelve~~was ~~months~~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 9:with ~~Subsequent~~Bakken ~~Events~~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.

~~The~~On August ~~Company~~11, ~~has~~2017, ~~evaluated~~the ~~events~~Company ~~subsequent~~issued ~~through~~800,000 ~~the~~common ~~date~~shares ~~these~~to ~~financial~~retire ~~statements~~convertible ~~have~~promissory ~~been~~notes ~~issued~~dated toJanuary ~~assess~~27, ~~the~~2017 ~~need~~and ~~for~~April 7, ~~potential~~2017 ~~recognition~~with orBakken ~~disclosure~~Development LLC in ~~this~~the ~~report.~~aggregate ~~Such~~principal ~~events~~amount ~~were~~of ~~evaluated~~$200,000. ~~through~~As amended, the ~~date~~promissory ~~these~~notes ~~financial~~convert ~~statements~~into shares ~~were~~of ~~available~~Company tocommon bestock ~~issued.~~at ~~Based~~the ~~upon~~conversion ~~this~~price ~~evaluation,~~of it$.25 ~~was~~per ~~determined~~share. ~~that~~Accrued nointerest ~~subsequent~~remains ~~events~~unconverted ~~occurred~~on ~~that~~this ~~require~~note ~~recognition or disclosure~~ in the ~~financial~~amount ~~statements~~of $7,044.

NOTE 6: 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, 2018. In 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 August 31, 2017, the Company has not raised any capital towards the $1,000,000 requirement.

F-10

~~INDEX~~Table TOof ~~FINANCIAL STATEMENTS~~Contents

Financial Statements
Balance sheet - August 31 , 2015		F-12
Statement of Operations - for the three months ended August 31 , 2015	F-13
Statement of Cash Flows - for the three months ended August 31 , 2015	F-14
Notes to Financial Statements	F-15

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2017

(UNAUDITED)

NOTE 6: COMMITMENTS AND CONTINGENCIES

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:

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.

F-11

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

~~(A DEVELOPMENT STAGE COMPANY)~~ HYPGEN INC.

~~BALANCE~~(FORMERLY MEGA ~~SHEETS~~BRIDGE INC.)

	August 31, 2015			May 31, 2015
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	2,662		$	4,890
FIXED ASSETS
Office Building		13,653			13,653
Accumulated Depreciation		(265	)
TOTAL ASSETS	$	16,049		$	18,543
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable	$	1		$	1
Related Party Loan		100			100
Total Liabilities		101			101
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value; 4,000,000 shares issued and outstanding at Aug 31, 2015 and May 31, 2015		4,000			4,000
Income (Deficit) accumulated during the development stage		11,948			14,443
Total Stockholders' Equity		15,948			18,443
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	16,049		$	18,544

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~The~~AUGUST 31, ~~accompanying notes are an integral part of these financial statements~~2017

(UNAUDITED)

NOTE 6: COMMITMENTS AND CONTINGENCIES (CONTINUED)

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.

F-12

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

(ANOTE 7: ~~DEVELOPMENT~~STOCK HOLDERS’ ~~STAGE COMPANY)~~EQUITY

~~STATEMENTS~~Preferred and OFCommon ~~OPERATIONS~~Stock

				Inception
	Three Months Ended			(March 26, 2015) to
	August 31, 2015			August 31, 2015
Income:
Revenue	$	30,011		$	60,885
Cost of Goods Sold:
Product Purchases		25,257			41,650
Gross Profit		4,754			19,235
Operating Expenses:
General and administrative		7,248			7,286
Total Expenses		7,248			7,286
Net income before income tax provision		(2,494	)		11,948
Provision for income tax		-			-
Net gain (loss) for the period	$	(2,494	)	$	11,948
Net loss per share:
Basic and diluted	$	(0.00	)	$	0.00
Weighted average number of shares outstanding:
Basic and diluted		4,000,000			4,000,000

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.

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

F-13

~~ASSET~~Table ~~SOLUTIONS~~of ~~INC.~~Contents

~~(A DEVELOPMENT STAGE COMPANY)~~HYPGEN INC.

~~STATEMENTS~~(FORMERLY MEGA OFBRIDGE ~~CASH FLOWS (Audited~~INC.)

				From inception
	Three Months Ended			(March 26, 2015) to
	August 31, 2015			August 31, 2015
Operating activities:
Net gain (loss)	$	(2,494	)	$	11,948
Adjustment to reconcile net loss to net cash provided by operations:
Changes in assets and liabilities:
Accounts Payable		1			1
Building and Land		-			(13,653	)
Depreciation		265			265
Net cash provided by operating activities		(2,228	)		(1,438	)
Financing activities:
Related Party Loan		-			100
Proceeds from issuance of common stock		-			4,000
Net cash provided by financing activities		-			4,100
Net increase in cash		(2,228	)		2,662
Cash, beginning of period		4,890			-
Cash, end of period	$	2,662		$	2,662
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes	$	-		$	-
Interest	$	-		$	-

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~The~~AUGUST 31, ~~accompanying notes are an integral part of these financial statements~~2017

(UNAUDITED)

NOTE 7: STOCK HOLDERS’ EQUITY (CONTINUED)

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 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		—

NOTE 8: 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	%

F-14

~~Asset~~Table ~~Solutions~~of ~~Inc.~~Contents

~~Notes to the Financial Statements~~HYPGEN INC.

~~August~~(FORMERLY MEGA ~~31,~~BRIDGE ~~2015~~INC.)

~~Note~~NOTES TO CONDENSED FINANCIAL ~~1: Organization and Basis of Presentation~~STATEMENTS

~~Asset Solutions Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on March 26~~AUGUST 31, ~~2015.~~2017

~~The~~NOTE 9: ~~accompanying~~RELATED ~~unaudited~~PARTY interim financial statements of Asset Solutions 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 notes thereto contained in the Company’s Registration Statement on Form S-1 filed with the SEC. 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, 2014 as reported in the Registration Statement on Form S-1 have been omitted.TRANSACTIONS

~~Unless~~The director of the ~~context~~Company ~~otherwise~~made ~~requires,~~the ~~all~~initial ~~references~~$100 deposit to ~~“we,”~~on ~~“us,”~~the ~~“our”~~bank oraccount. In September 2015 the ~~“Company”~~director paid audit fees on behalf of the company in the amount of $650. These amounts, totaling $750, are tobeing ~~Asset~~carried ~~Solutions~~as ~~Inc~~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).

~~Note~~On January 2:27, ~~Significant~~2017, ~~Accounting~~the ~~Policies~~Company ~~and~~entered ~~Recent~~into ~~Accounting~~a ~~Pronouncements~~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 in 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”.

NOTE 10: 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.

F-15

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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/ CA Bharat Parikh

CA Bharat Parikh

(Senior Managing Partner)

Registered with PCAOB

Date :- 08/28/2017

Place:- HQ Vadodara GJ, India

CHARTERED ACCOUNTANTS

Head Office: 509-508, Shriram Chambers, R.C.Dutt Rd., Alkapuri, Vadodara-390007, Gujarat India

Branches: India - Ahmedabad, Mumbai, Delhi

Overseas - Texas, U.S.A.

Email: bharat.parikh@bpaca.com , info@bpaca.com Website: www.bpaca.com

F-16

Table of Contents

HYPGEN INC
(FORMERLY MEGA BRIDGE INC.)
BALANCE SHEETS
$USD

	For the years ended May 31,
	2017			2016
ASSETS				(Restated)
CURRENT ASSETS
Cash	$	8,415		$	465
Prepaid Expenses		2,000			-
Assets from discontinued operations		11,757			12,667
Total current assets		22,172			13,132

TOTAL ASSETS	$	22,172		$	13,132

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accrued payables	$	11,233		$	-
Accrued interest		3,844			-
Related party loan		-			750
Convertible Note Payable - related party		200,000			-
Total Liabilities		215,077			750

STOCKHOLDERS' DEFICIT
Common stock: $0.001 par value; authorized 1,000,000,000 and 5,000,000 shares issued and outstanding at May 31, 2017; authorized 75,000,000 and 5,000,000 shares issued and outstanding at May 31, 2016		5,000			5,000
Additional Paid in Capital		39,000			39,000
Accumulated deficit		(236,905	)		(31,618	)

Total Stockholders' Deficit		(192,905	)		12,382

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	22,172		$	13,132

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

F-17

Table of Contents

HYPEGEN INC
(FORMERLY MEGA BRIDGE INC.)
STATEMENTS OF OPERATIONS

	For the Years ended May 31,
	2017			2016
				(Restated)
Continuing Operations:
Revenue	$	-		$	-
Cost of Goods Sold:
Product Purchases		-			-

Gross Profit		-			-

Operating Expenses:
General and administrative		218,257			11,691
Total operating expense		218,257			11,691

Loss from operations		218,257			11,691

OTHER (INCOME) EXPENSE
Interest expense, net		3,844			-
Forgiveness of debt due to a related party debt		(750	)		-
Total other (income) expense		3,094			-

Discontinued Operations:
Gain (loss) from discontinued operations		16,064			(34,370	)
Total discontinued operations		16,064			(34,370	)

Net loss before income tax provision		(205,287	)		(46,061	)

Provision for income tax		-			-

Net income (loss)	$	(205,287	)	$	(46,061	)

Net loss per share:
Basic and diluted	$	(0.04	)	$	(0.01	)

Weighted average number of shares outstanding:
Basic and diluted		5,000,000			5,000,000

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

F-18

Table of Contents

HYPGEN INC

(FORMERLY MEGA BRIDGE INC.)

STATEMENTS OF CASH FLOWS

	For the Years Ended May 31,
	2017			2016

Operating activities:
Net gain (loss)	$	(205,287	)	$	(46,061	)
Adjustment to reconcile net loss to net cash provided by operations:
Depreciation		910			986
Non-cash interest charges		3,844			-
Forgiveness of debt due to a related party debt		(750	)		-
Changes in assets and liabilities:
Decrease (Increase) in prepaid and deposits		(2,000	)		-
Increase in accounts payable		11,233			-

Net cash used by operating activities		(192,050	)		(45,075	)

Investing activities:
Net cash provided by investing activities		-			-

Financing activities:
Related party loan		-			650
Proceeds from issuance of common stock		-			40,000
Proceeds from Convertible notes payable - related party		200,000			-

Net cash provided by financing activities		200,000			40,650

Net increase (decrease) in cash		7,950			(4,425	)

Cash, beginning of period		465			4,890
Cash, end of period	$	8,415		$	465

Supplemental disclosure of cash flow information:

Cash paid during the period
Taxes	$	-		$	-

Interest Paid	$	-		$	-

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

F-19

Table of Contents

HYPGEN INC
(FORMERLY MEGA BRIDGE INC.)
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the years ended May 31, 2017 and 2016

	Common Stock						Total
	Number of				Additional		Accumulated			Shareholders'
	Shares		Par Value		Paid in Capital		Gain (Loss)			Equity

Balance, May 31, 2015		4,000,000	$	4,000	$	-	$	14,443		$	18,443

Common Shares issued:
For cash on May 3 & 5, 2016		1,000,000		1,000		39,000		-			40,000

Net gain (loss)		-		-		-		(46,061	)		(46,061	)
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	)

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

F-20

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017

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.

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;

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

We have 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 audited consolidated 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 notes thereto contained in the Company’s Registration Statement on Form S-1 filed with the SEC. 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.

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 $350,000.00 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 13 March, 2017 the Company’s common stock began trading under the symbol MGBR.

F-21

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION (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 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 results. 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 even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018. In 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.

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 consolidated financial statements, the Company has incurred net losses of $205,287 and $46,061 for the years ended May 31, 2017 and 2016, respectively. Management’s plans include the raising of capital through related and third parties to fund future operations of ongoing clinical trials and anticipated clinical trials for our current Parkinson's Disease related products. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses, there can be no assurances that the revenues from target projects will be sufficient 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 consolidated 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.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

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, 2017 the Company had no cash equivalents.

Property and Equipment and Depreciation

F-22

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

F-15

Asset Solutions Inc.

Notes to the Financial Statements

August 31, 2015

Basic and Diluted Loss Per Share

Revenue Recognition

Our customers pay 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.

Research and Development

The Company expenses research and development costs as incurred. Research and development costs were $0 and $39,847 for the years ended May 31, 2017 and 2016, respectively. 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.

F-23

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017

Income Taxes

WeIncome ~~will~~taxes ~~use~~are ~~the~~accounted ~~asset~~for ~~and~~under the liability method of accounting for income taxes ~~in accordance with ASC Topic 740, “Income Taxes~~.” Under ~~this~~the liability method, ~~income~~future tax ~~expense~~liabilities isand ~~recognized~~assets ~~for~~are ~~the~~recognized ~~amount of: (i) taxes payable or refundable~~ for the ~~current~~estimated future ~~year and (ii) deferred~~ tax consequences ofattributable ~~temporary~~to differences ~~resulting~~between ~~from~~the ~~matters~~amounts ~~that~~reported ~~have been recognized~~ in anthe ~~entity’s~~ financial ~~statements~~statement orcarrying ~~tax~~amounts ~~returns. Deferred tax~~ of 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~~their ofrespective ~~a change in~~ tax ~~rates is recognized in the results of operations in the period that includes the enactment date~~bases. 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-16~~Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

~~Asset~~ASC ~~Solutions~~740 ~~Inc~~“Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

~~Notes~~As toa result of the ~~Financial~~implementation ~~Statements~~of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company does not meet the more-likely-than-not threshold as of May 31, 2017.

August 31, 2015

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, 2015. We expect to incur significant expenses in future periods which will offset the net income shown in the period ended August 31, 2015.

Recent Accounting Pronouncements

~~The~~In ~~Company~~July ~~does~~2017, ~~not~~the ~~expect~~FASB issued ASU 2017-11, “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815),” which addresses the ~~adoption~~complexity of ~~recently~~accounting ~~issued~~for ~~accounting~~certain ~~pronouncements~~financial toinstruments ~~have~~with adown ~~significant~~round ~~impact~~features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the ~~Company’s~~basis ~~results~~of the pricing of ~~operations,~~future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial ~~position~~instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or ~~cash~~conversion ~~flow~~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 condensed consolidated financial statements.

~~Note~~In 3:June ~~Legal~~2014, ~~Matters~~the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected implementation, as permitted by the standard, for the interim period ending February 28, 2017. All exploration stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10.

~~The~~NOTE ~~Company~~3: ~~has~~CONVERTIBLE noNOTES ~~known legal issues pending.~~PAYABLE

~~Note~~On 4:January ~~Capital~~27, ~~Stock~~2017, the Company entered into a one year convertible note with the face value of $100,000 bearing 8% interest. Fund were transmitted to the Company on February 1, 2017 at which time interest started to accrue. The Company can prepay this note in full or in part at any time without penalty. This note becomes convertible at the sole discretion of the note holder if full payment has not been made when the maturity date arrives. The holder of the note shall be 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. Accrued interest at May 31, 2017 was $2,644.

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 can prepay this note in full or in part at any time without penalty. This note becomes convertible at the sole discretion of the note holder if full payment has ~~authorized~~not 75been made when the maturity date arrives. The holder of the note shall be 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,~~000~~ sold,~~000~~ 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 ~~with~~at athe ~~par~~conversion ~~value~~price of $0.~~001~~25 per share. Accrued interest at May 31, 2017 was $1,200.

On May 13, 2015 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received proceeds of $4,000 from the sale of the common stock.F-24

AsTable of ~~August 31, 2015 there were no outstanding stock options or warrants.~~Contents

~~Note~~HYPGEN ~~5: Fixed Assets~~INC.

On(FORMERLY ~~May~~MEGA ~~25,~~BRIDGE ~~2015 the Company purchased a small office located at 5 Garbary in Gdansk Poland~~INC. ~~The purchase price was $13,653. The Company will utilize the space as its primary office.~~)

~~Fixed~~NOTES ~~assets~~TO ~~are~~FINANCIAL ~~stated at cost. The Company will utilize straight-line depreciation over the estimated useful life of the asset.~~STATEMENTS

~~Buildings~~MAY –31, ~~15 years~~ 2017

~~Office~~NOTE ~~Equipment~~4: –STOCKHOLDERS’ ~~7 years~~EQUITY

~~During~~The ~~the~~Company ~~three~~has ~~months~~authorized ~~ended August 31~~1,000,000,000 ~~2015~~shares ~~the~~of ~~Company~~common stock ~~recorded~~with ~~$265~~a inpar ~~depreciation~~value ~~expense~~of ~~for~~$0.001 ~~the~~per ~~building,~~share. noAs ~~depreciation~~of ~~was~~May ~~recorded~~31, ~~for~~2017, ~~office~~the ~~equipment~~Company ashad ~~none~~no ~~had~~authorized ~~been~~preferred ~~purchased~~stock.

~~Note~~On 6:January ~~Income~~26th, ~~Taxes~~2017, the Company Amended its Articles to increase the Authorized share Capital of the Company from 75,000,000 to 1,000,000,000.

~~The~~Fiscal 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.2016

~~F-17~~On May 3 and May 6, 2016, the Company issued a total of 1,000,000 shares of common stock for a purchase price of $0.04 per share to 30 individual investors. The Company received proceeds of $40,000 from the sale of the common stock.

~~Asset~~Fiscal ~~Solutions~~year ~~Inc.~~2017

~~Notes~~On toJanuary 18, 2017, Olaf Robak, the ~~Financial~~Company's ~~Statements~~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.

~~August~~As of May 31, ~~2015~~2017 there were no outstanding stock options or warrants.

NOTE 5: DISCONTINUED OPERATIONS

The office chair products segment was officially discontinued as of June 28, 2017.

HYPEGEN INC.
(FORMERLY MEGA BRIDGE INC.)
STATEMENTS OF DISCONTINUED OPERATIONS

	For the Years ended May 31,
	2017		2016
Discontinued Operations:
Revenue	$	73,171	$	132,821
Cost of Goods Sold:
Product Purchases		53,197		125,434

Gross Profit		19,974		7,387

Operating Expenses:
General and administrative		3,000		924
Product development		-		39,847
Depreciation		910		986
Total operating expense		3,910		41,757

Net Income (Loss) from discontinued operations		16,064		(34,370	)

Balance sheets from discontinued operations for the years ended May 31:

	2017		2016

Assets of discontinued operations	$	11,757	$	12,667

Liabilities of discontinued operations		-		-

F-25

Table of Contents

HYPGEN INC.

(FORMERLY MEGA BRIDGE INC.)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2017

NOTE 5: DISCONTINUED OPERATIONS (CONTINUED)

For the years ended May 31, 2017 and 2016 the Company’s assets were comprised of a building located at 5 Garbary, Gdansk, Poland 80327. The building was recorded at an original cost of $13,653 and was being depreciated in operations with accumulated depreciation of $1,896 and $986 for the years ended May 31, 2017 and 2016.

NOTE 6: INCOME TAXES

The Company uses the 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 Company did not record any income tax accrual for the period from inception to ~~August~~May 31, ~~2015~~2017. We expect to incur significant expenses in future periods which will offset ~~the~~any ~~net~~future net income ~~shown in the period ended August 31, 2015~~.

In the future the Company will record income tax accruals at the following rates:

Federal	34	%
State	5-	%
	39	%
	34	%

~~Note~~NOTE 7: ~~Related~~RELATED ~~Party~~PARTY ~~Transactions~~TRANACTIONS

The director of the Company made the initial $100 deposit to ~~open~~on the bank account. ~~The~~In September 2015 the director paid audit fees on behalf of the company in the amount isof $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).

~~Note~~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 ~~Going~~Company ~~Concern~~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 ~~accompanying~~note ~~financial~~has ~~statements~~a face value of $100,000 and ~~notes~~bears ~~have~~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 ~~prepared~~made ~~assuming~~by ~~that~~the Company to the holder, at the exclusive option of holder, common shares of the Company, ~~will~~issuable ~~continue~~from asTreasury shall be issued to it. Applicable conversion shall be at a ~~going~~30% ~~concern~~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.

The Company had limited operations during the period from March 26, 2015 (date of inception) to August 31, 2015 with a net gain of $11,948. There is no guarantee that the Company will continue to generate revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the development stage. Management believes that the Company’s current cash of $2,662, the proceeds from the proposed offering pursuant to the Registration Statement on Form SF-~~1 and anticipated revenues will be sufficient to cover the expenses they will incur during the next twelve months.~~ 26

~~Note~~Table 9:of ~~Subsequent Events~~Contents

~~The~~HYPGEN ~~Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report~~INC. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the financial statements.

~~F-18~~(FORMERLY MEGA BRIDGE INC.)

~~PROSPECTUS~~NOTES TO FINANCIAL STATEMENTS

4MAY 31,~~000,000~~ ~~SHARES OF COMMON STOCK~~2017

~~ASSET~~NOTE ~~SOLUTIONS~~8: ~~INC.~~SUBSEQUENT EVENTS

~~_______________~~Stock issuances

~~Dealer~~Subsequent ~~Prospectus~~to ~~Delivery~~May ~~Obligation~~31, 2017, the Company issued additional shares of common stock as follows: (i) 90,000,000 shares in connection with an asset assignment agreement; (ii) 800,000 shares to retire convertible debt and; (iii) 40,000,000 shares to consultants.

~~Until~~Subsequent ~~_____________~~to ~~___~~May 31, ~~20___~~2017, ~~all~~the ~~dealers~~Company ~~that~~issued ~~effect transactions in these securities whether or not participating in this offering~~2,000,000 preferred ~~may~~shares bebeneficially ~~required~~owned toby ~~deliver~~Richard ~~a prospectus~~L. ~~This~~Chang, isdirector inrepresenting ~~addition~~100% toof the ~~dealers’~~issued ~~obligation to deliver a prospectus when acting as underwriters~~ and ~~with~~outstanding ~~respect~~preferred ~~to their unsold allotments or subscriptions~~stock.

34On |July ~~Page~~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.

~~PART II~~Corporate

~~INFORMATION~~On ~~NOT~~June ~~REQUIRED~~28, IN2017, 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 ~~PROSPECTUS~~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 results. 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 even the Company does not raise a minimum of $1,000,000 in equity financing by June 28, 2018. In 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.

~~ITEM~~On ~~13.~~June ~~OTHER~~28, ~~EXPENSES~~2017, OFthe ~~ISSUANCE~~Company ~~AND~~discontinued ~~DISTRIBUTION~~operations of its office products sales and distribution segment.

On June 28, 2017, the Company executed an Amendment to Promissory Notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC in the aggregate principal amount of $200,000. The ~~estimated~~Amendment provides ~~costs~~that ~~(assuming~~the ~~all~~total ~~shares~~outstanding ~~are~~amounts ~~sold)~~under the promissory notes shall convert into shares of ~~this~~Company ~~offering~~common ~~are~~stock asat ~~follows:~~the conversion price of $.25 per share.

SEC Registration Fee	$	8.06
Auditor Fees and Expenses	$	4,492.00
Legal Fees and Expenses	$	1,500.00
EDGAR fees	$	1,000.00
Transfer Agent Fees	$	1,000.00
TOTAL	$	8,000.06

~~____________~~ 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 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000.

~~(1)~~On ~~All~~June ~~amounts~~28, ~~are~~2017, ~~estimates~~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 ~~other~~shares ~~than~~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 ~~SEC~~5 year anniversary of the warrant; a $50,000 payment upon execution of the agreement; monthly fees to commence upon the Company’s ~~registration~~completion ~~fee~~of a financing in the minimum amount of $1,000,000.

~~ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS~~F-27

~~Asset~~Table ~~Solutions Inc.’s Bylaws allow for the indemnification~~ of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.Contents

AsHYPGEN ~~to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Asset Solutions Inc~~INC.~~, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.~~

~~ITEM~~(FORMERLY ~~15.~~MEGA ~~RECENT~~BRIDGE ~~SALES OF UNREGISTERED SECURITIES~~INC.)

~~Since~~NOTES ~~inception,~~TO ~~the~~FINANCIAL ~~Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.~~STATEMENTS

Name and Address		Date		Shares				Consideration
Olaf Robak		May 13, 2015			4,000,000			$	4,000.00

MAY 31, 2017

WeNOTE ~~issued~~8: ~~the~~SUBSEQUENT ~~foregoing~~EVENTS ~~restricted shares of common stock to our sole officer and director pursuant to Section 4~~(2CONTINUED) of the Securities Act of 1933. He is a sophisticated investor, is our sole officer and director, and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

35On |June ~~Page~~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 to commence upon the Company’s completion of a financing in the minimum amount of $1,000,000. Common shares under this contract were issued on July 19, 2017 and cash payment was made on June 30, 2017.

~~ITEM~~Mr. 16Treminio, the former Chief Executive Officer is an employee of Rafferty Finance S.A. ~~EXHIBITS~~“(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.

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion of John E. Lux, Esq.
10.1		Marketing and Sales Distribution Agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.
23.1		Consent of Bharat Parikh & Associates C.A.
23.2		Consent of John E. Lux, Esq. (contained in exhibit 5.1)

~~ITEM~~On 17July 8, 2017, the Company entered into a Consulting Agreement for a two-year term with Richard L. ~~UNDERTAKINGS~~Chang Holdings LLC (“Holdings LLC”), a company owned and controlled by Richard Chang, who is a director of the Company. Holdings LLC is also an affiliate of the Company by virtue of its ownership of more than 10% of the outstanding shares of Company common stock and all of the shares of preferred stock. This consulting agreement provides for Holdings LLC to assist the Company with clinical operations, managing the Company’s patents and intellectual property, and assist the Company in technical matters in manufacturing the drug and research and development. As compensation for its services, the Company agrees to pay Holdings LLC a base fee of $2,500 per month.

~~The~~On ~~undersigned~~July ~~Registrant~~11, ~~hereby~~2017, ~~undertakes:~~the Board of Directors of the Company appointed Dr. Moretz as the Chief Financial Officer of the Company.

(On July 11, 2017, the Company entered into a~~)(1)~~ ToSupport ~~file~~and Collaboration Agreement with Rich Pharmaceuticals, ~~during~~Inc., ~~any~~a ~~period~~Nevada incorporation, ~~which~~to ~~offers~~support orthe ~~sales~~Company’s development of ~~securities~~treatments for ~~are~~Parkinson’s ~~being~~Disease. ~~made~~Under the terms of the agreement, aRich ~~post-effective~~will ~~amendment~~provide data, raw materials and advisory support to the ~~this~~Company ~~registration~~to ~~statement~~assist the Company with its development of treatments for Parkinson’s disease and the associated regulatory approval process. In exchange, the Company agreed to: pay Rich $100,000 and issue Rich 15,000,000 shares of Company common stock which were issued on July 28, 2017. Cash under this contract was paid on 13 July 2017.

~~(i)~~On ~~Include~~July ~~any~~18, ~~prospectus~~2017, ~~required~~we byfiled ~~Section~~Articles ~~10(a)(3)~~ of ~~the~~Merger ~~Securities~~with ~~Act~~the Secretary of ~~1933;~~State ~~(ii)~~of ToNevada ~~reflect~~ in ~~the~~order ~~prospectus~~to ~~any~~effectuate ~~facts~~a ormerger ~~events~~with ~~arising~~our ~~after the effective date of the registration statement (or the most recent post~~wholly-~~effective~~owned ~~amendment thereof) which~~subsidiary, ~~individually~~HypGen ~~or in the aggregate, represent a fundamental change in the information set forth in the registration statement~~Inc. ~~Notwithstanding~~Shareholder ~~the~~approval ~~foregoing,~~was ~~any increase or decrease in volume of securities offered (if the total dollar value of securities offered would~~ not ~~exceed~~required under ~~that~~Section ~~which~~92A.180 ~~was registered) and any deviation from the low or high end~~ of the ~~estimated~~Nevada ~~maximum~~Revised ~~offering~~Statutes. ~~range~~As ~~may~~part ~~be reflected in the form~~ of ~~prospectus filed with~~ the ~~Commission~~merger, ~~pursuant~~our toboard ~~Rule 383(b) (§230.383(b)~~ of ~~this~~directors ~~chapter)~~authorized ~~if,~~a ~~in the aggregate, the changes in volume and price represent no more than 20%~~ change in ~~the~~our name ~~maximum~~to ~~aggregate offering price set forth in the~~ “~~Calculation~~HypGen ~~of Registration Fee~~Inc” ~~table~~and inour ~~the~~Articles ~~effective registration statement. (iii) To include any material information with respect to the plan~~ of ~~distribution~~Incorporation ~~not~~have ~~previously~~been ~~disclosed~~amended ~~in the registration statement or any material change~~ to ~~such~~reflect ~~information~~this inname ~~the registration statement;~~change.

~~(2)~~On ~~That~~August 1, ~~for~~2017, the ~~purpose~~Company ofchanged ~~determining~~its ~~any~~name ~~liability~~to ~~under~~Hypgen Inc. ~~the~~to ~~Securities~~more ~~Act~~accurately ofreflect ~~1933,~~the ~~each~~Company’s ~~such~~new ~~post-effective~~strategic ~~amendment~~direction ~~shall~~as beit ~~deemed~~focuses toits beefforts aon ~~new~~developing ~~registration~~therapeutic treatment ~~statement~~options ~~relating~~for toParkinson's ~~the~~disease. ~~securities~~Effective ~~offered~~with ~~therein, and~~ the ~~offering~~name ofchange ~~such~~the ~~securities~~Company’s attrading ~~that~~symbol ~~time~~was ~~shall~~changed ~~be deemed~~ to beHPGN with ~~the~~OTC ~~initial bona fide offering thereof~~Markets.

~~(3)~~On ToAugust ~~remove~~11, ~~from~~2017, ~~registration~~the byCompany ~~means~~issued of800,000 acommon ~~post-effective~~shares to ~~amendment~~retire ~~any~~convertible promissory notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC in the aggregate principal amount of $200,000. As amended, the ~~securities~~promissory ~~being~~notes ~~registered~~convert ~~which~~into ~~remain~~shares ~~unsold~~of Company common stock at the ~~termination~~conversion price of ~~the~~$.25 per ~~offering~~share.

~~(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~F-28

~~(i)~~Table ~~If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 383(b) as part~~ of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.Contents

36PART II |- ~~Page~~INFORMATION NOT REQUIRED IN THE PROSPECTUS

~~(5)~~Item. 13 ~~That,~~Other ~~for~~Expenses ~~the~~Of ~~purpose~~Issuance ofAnd determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:Distribution.

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 383; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Securities and Exchange Commission registration fee	$	871.50
Federal Taxes	$	0
State Taxes and Fees	$	0
Transfer Agent Fees	$	500
Accounting fees and expenses	$	5,000
Legal fees and expense	$	15,000
Blue Sky fees and expenses	$	0
Miscellaneous	$	0
Total	$	21,371.50

~~Insofar~~All amounts asare ~~indemnification~~estimates ~~for~~other ~~liabilities~~than ~~arising under~~ the ~~Securities~~Commission’s ~~Act~~registration offee ~~1933~~and ~~(the~~Legal ~~“Act”)~~fees ~~may be permitted to our directors, officers~~ and ~~controlling~~expenses. ~~persons~~The ~~pursuant~~Company ~~to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification~~ is ~~against~~responsible for ~~public~~paying ~~policy~~these ~~as expressed in the Securities Act, and is, therefore, unenforceable~~fees.

InItem. 14 ~~the~~Indemnification ~~event that a claim for indemnification against such liabilities, other than the payment by us~~ of ~~expenses~~Directors ~~incurred~~And or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issueOfficers.

37Nevada Revised |Statute ~~Page~~78.037 permits a corporation to eliminate or limit the personal liability of a director or officer to the corporation or its stockholders for damages relating to breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (b) the payment of distributions in violation of Nevada Revised Statute 78.300.

~~SIGNATURES~~Nevada Revised Statutes 78.7502 provides as follows with respect to indemnification of directors, officers, employees and agents:

~~Pursuant~~(a) We may indemnify any person who was or is a party or is threatened to ~~the~~be ~~requirements~~made a party to any action, except an action by us, by reason of the ~~Securities~~fact ~~Act~~that he is or was our director, officer, employee or agent, or is or was serving as a director, officer, employee or agent of ~~1933~~any other person at our request, against expenses actually and reasonably incurred by him in connection with the ~~registrant~~action, ~~has~~suit ~~duly~~or ~~caused~~proceeding ~~this~~if ~~registration~~he: ~~statement~~(i) is not liable for breach of his fiduciary duties as a director or officer pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be ~~signed~~in onor ~~its~~not ~~behalf~~opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) We may indemnify any person who was or is a party or is threatened to be made a party to any action by us, by reason of the ~~undersigned~~fact that he is or was our director, ~~thereunto~~officer, ~~duly~~employee ~~authorized~~or agent, or is or was serving as a director, officer, employee or agent of any other person at our request, against expenses actually and reasonably incurred by him in connection with the ~~City~~defense or settlement of ~~Gdansk~~the action or suit if he: (i) is not liable for breach of his fiduciary duties pursuant to Nevada Revised Statutes 78.138; and (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to our best interest. We may not indemnify him for any claim, ~~Poland~~issue or matter as to which he has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to us or for amounts paid in settlement to us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (c) To the extent that our director, officer, employee or agent has been successful on ~~October~~the 8merits or otherwise in defense of any action, ~~2015~~suit or proceeding, or in defense of any claim, issue or matter therein, we are required to indemnify him against expenses, including attorneys’ fees actually and reasonably incurred by him in connection with the defense.

~~ASSET~~Our Articles ~~SOLUTIONS~~of ~~INC~~Incorporation .and ~~By:~~Bylaws ~~/s/~~provide ~~Olaf~~for ~~Robak~~elimination ~~Name:~~of ~~Olaf~~any ~~Robak~~liability ~~Title:~~of ~~President,~~our ~~Treasurer~~directors and ~~Secretary~~officers ~~(Principal~~and ~~Executive,~~indemnity ~~Financial~~of our directors and ~~Accounting~~officers ~~Officer)~~to the fullest extent permitted by Nevada law.

InThe above-described ~~accordance~~provisions ~~with~~relating to the ~~requirements~~exclusion of liability and indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act ofmay ~~1933,~~be ~~this~~permitted ~~registration~~to ~~statement~~our ~~was~~directors ~~signed~~and byofficers and to persons controlling us pursuant to the ~~following~~foregoing ~~persons~~provisions, we have been informed that in the ~~capacities~~opinion of the Securities and onExchange Commission, such indemnification is against public policy as expressed in the ~~dates~~Securities ~~stated~~Act and is, therefore, unenforceable.

Signature	Title	Date
/s/ Olaf Robak
Olaf Robak	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)	October 8, 2015

38Table |of ~~Page~~Contents

~~EXHIBIT~~Item. 15 ~~INDEX~~Recent Sales of Unregistered Securities.

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion of John E. Lux, Esq.
10.1		Marketing and Sales Distribution Agreement with Guangzhou Yuhan Office Supplies Co., Ltd., HAOCHENG CO., LTD., Wenzhou LINGFENG ELECTRONIC TECHNOLOGY Co., Ltd., YICHUANG INDUSTRY LIMITED dated March 27th, April 2nd and April 13th.
23.1		Consent of Bharat Parikh & Associates C.A.
23.2		Consent of John E. Lux, Esq. (contained in exhibit 5.1)

Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act:

~~39 |~~On August ~~Page~~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. The above described issuance of shares 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. 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 a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuance of shares was pursuant to a convertible note payable which was negotiated directly between the investor and the Company.

During the three months ended August 31, 2017, the Company issued 2,000,000 preferred shares, 75,000,000 common shares in exchange for rights to certain intellectual property pursuant to an Asset Assignment Agreement. The total investment was valued at $177,000. The issuances of shares were 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. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only two recipients of the shares both of which are an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares was pursuant to agreements which were negotiated directly between the recipients and the Company.

During the three months ended August 31, 2017, the Company issued 50,000,000 stock warrants with a cashless exercise provision and 44,725,000 common shares to consultants under consulting agreements. The issuances of securities were 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. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were a limited number of recipients of the shares all of which are accredited investors; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares was pursuant to agreements which were negotiated directly between the recipients and the Company.

During the three months ended August 31, 2017, the Company issued 10,000,000 stock warrants with a cashless exercise provision and 10,275,000 common shares to employees. The issuances of securities were 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. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuances of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were a limited number of recipients of the shares all of which are accredited investors; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the issuances of shares was pursuant to agreements which were negotiated directly between the recipients and the Company.

Item 16 Exhibits and Financial Statement Schedules.

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)
5.1		Opinion of The Doney Firm
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)
10.10		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 Purchase Agreement dated November 13, 2017 with GHS Investments, LLC (6)
10.20		Registration Rights Agreement dated November 13, 2017 with GHS Investments, LLC (6)
10.21		$15,000 Commitment Fee Note dated November 13, 2017 with GHS Investments, LLC (6)
14.1		Code of Ethics
23.1		Consent of Bharat Parikh & Associates
23.2		Consent of The Doney Firm (filed as Exhibit 5.1)
101		XBRL

(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

Table of Contents

Item 17. Undertakings.

Undertaking Required by Item 512 of Regulation S-K.

(a)

The undersigned registrant hereby undertakes:

(1)

to file, during any period in which it offers or sells securities are being made, a post-effective amendment to this Registration Statement to:

(i)

include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this rule do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is not part of the registration statement.

Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to item 1100(c) of Regulation AB.

(2)

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)

File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(b)

For determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1)

Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(2)

Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(3)

The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(4)

Any other communication that is an offer in the offering made by the registrant to the purchaser.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)

That, for the purpose of determining liability under the Securities Act to any purchaser:

If the registrant is relying on Rule 430B:

(i)

Each prospectus filed by the registrant pursuant to 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of a registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

If the registrant is relying on Rule 430A:

(i)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Century City, California on December 7, 2017.

		HYPGEN INC

	By:	/s/ McCoy Moretz
		McCoy Moretz
		Chief Executive Officer, Chief Financial Officer and Chairman of the Board
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ McCoy Moretz	Chief Executive Officer, Chief Financial Officer and Chairman of the Board	December 7, 2017
McCoy Moretz	(Principal Executive Officer and Principal Financial and Accounting Officer)

s/ Richard L. Chang	Director	December 7, 2017
Richard L. Chang

Filing Compare · HypGen Inc