CONVERTIBLE NOTES PAYABLE	9 Months Ended
Feb. 28, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	On January 27, 2017, the Company entered into a one-year convertible note with the face value of $100,000 bearing 8% interest. Funds were transmitted to the Company on August 1, 2017 at which time interest started to accrue. The Company was permitted to prepay this note in full or in part at any time without penalty. This note was to become convertible at the sole discretion of the note holder if full payment had not been made when the maturity date arrived. The holder of the note was entitled to a conversion price equal to seventy percent of the average trading price computed based on the previous 7 trading days prior to notice of conversion. These shares once converted may not be offered, sold, transferred or disposed of in any other way without prior written consent of the Company. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share and the principal was converted on August 11, 2017. Accrued interest at conversion remains at $4,244. On April 7, 2017, the Company entered into a one-year convertible note with the face value of $100,000 bearing 8% interest. The Company was able to prepay this note in full or in part at any time without penalty. This note was to become convertible at the sole discretion of the note holder if full payment had not been made when the maturity date arrived. The holder of the note was entitled to a conversion price equal to seventy percent of the average trading price computed based on the previous 7 trading days prior to notice of conversion. These shares once converted may not be offered, sold, transferred or disposed of in any other way without prior written consent of the Company. On June 28, 2017, the Company executed an amendment to this note. The amendment provides that the total outstanding amounts under the promissory notes shall convert into shares of Company common stock at the conversion price of $.25 per share and the principal was converted on August 11, 2017. Accrued interest at conversion remains at $2,800. On June 28, 2017, the Company executed a Promissory Convertible Note with Bakken Development LLC in the principal amount of $400,000. The convertible note accrues interest at the rate of 10% per annum; is due and payable on or before June 28, 2019; may be converted at any time by the holder into shares of Company common stock at a conversion price of $.50 per share; and automatically converts into shares of Company common stock at a conversion price of $.50 per share upon the Company’s completion of a financing in the minimum amount of $5,000,000. At February 28, 2018, accrued interest on this note was $28,667. On August 11, 2017, the Company issued 800,000 common shares to retire convertible promissory notes dated January 27, 2017 and April 7, 2017 with Bakken Development LLC in the aggregate principal amount of $200,000. As amended, the promissory notes convert into shares of Company common stock at the conversion price of $.25 per share. Accrued interest remains unconverted on this note in the amount of $7,044. On November 15, 2017, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments LLC (“GHS”) pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of Company common stock. (See NOTE 8). In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $15,000 as payment of the commitment fee for the Equity Financing Agreement. Upon any event of default, the note bear interests at the rate of 10%. This note has a maturity date of August 14, 2018. The Company may repay the note at any time before the maturity date. The amounts under the Note may be converted by GHS at any time after the maturity date or upon any event of default into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion, subject to a floor price of $0.00005 per share. On November 17, 2017, the Company was advanced $15,000 under a promissory executed on December 19, 2017. Upon any event of default this note bears an interest rate of 10%. This note has a maturity date of August 19, 2018. The Company may repay the note at any time before the maturity date. Upon any event of default, the note holder may convert the note in its entirety into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion, subject to a floor price of $0.00005 per share. The foregoing is only a brief description of the material terms of the promissory note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as an exhibit to this Quarterly Report. On July 18, 2018, the Company became aware that it was considered to be in default of both notes held by GHS. The Company has recorded interest and default related penalty amounts due to note-holder in the amount of $10,922 on its condensed statement of operations during the three and nine months ended February 28, 2018. The Company does not believe that an event of default occurred and is currently trying to resolve this issue with the note-holder.

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Feb. 28, 2018

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

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

On June 28, 2017, the Company executed a Promissory Convertible Note with Bakken Development LLC in the principal amount of $400,000. The convertible note accrues interest at the rate of 10% per annum; is due and payable on or before June 28, 2019; may be converted at any time by the holder into shares of Company common stock at a conversion price of $.50 per share; and automatically converts into shares of Company common stock at a conversion price of $.50 per share upon the Company’s completion of a financing in the minimum amount of $5,000,000. At February 28, 2018, accrued interest on this note was $28,667.

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

On November 15, 2017, the Company entered into an Equity Financing Agreement and Registration Rights Agreement with GHS Investments LLC (“GHS”) pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of Company common stock. (See NOTE 8). In connection with the Equity Financing Agreement, the Company executed a convertible promissory note in the principal amount of $15,000 as payment of the commitment fee for the Equity Financing Agreement. Upon any event of default, the note bear interests at the rate of 10%. This note has a maturity date of August 14, 2018. The Company may repay the note at any time before the maturity date. The amounts under the Note may be converted by GHS at any time after the maturity date or upon any event of default into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion, subject to a floor price of $0.00005 per share.

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

On July 18, 2018, the Company became aware that it was considered to be in default of both notes held by GHS. The Company has recorded interest and default related penalty amounts due to note-holder in the amount of $10,922 on its condensed statement of operations during the three and nine months ended February 28, 2018. The Company does not believe that an event of default occurred and is currently trying to resolve this issue with the note-holder.

HypGen Inc 10-Q