Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Feb. 28, 2015 | Apr. 06, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | THAT MARKETING SOLUTION, INC. | |
Document Type | 10-Q | |
Document Period End Date | 28-Feb-15 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1557796 | |
Current Fiscal Year End Date | -23 | |
Entity Common Stock, Shares Outstanding | 283,950,000 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 |
Balance_Sheets
Balance Sheets (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
CURRENT ASSETS | ||
Cash | $771 | $2,262 |
Inventory | 23,421 | |
Total Current Assets | 24,192 | 2,262 |
OTHER ASSETS | ||
Intangible assets, net | 157,296 | |
Property and equipment, net | 31,391 | |
Total Other Assets | 188,687 | |
TOTAL ASSETS | 212,879 | 2,262 |
CURRENT LIABILITIES | ||
Accounts payable | 27,111 | 2,673 |
Accounts and wages payable - related party | 109,652 | 21,990 |
Accrued interest payable - related party | 1,445 | 92 |
Note payable - asset purchase | 90,000 | |
Total Current Liabilities | 228,208 | 24,755 |
Total Liabilities | 228,208 | 24,755 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock; $0.0001 par value, 50,000,000 shares authorized, no shares issued and outstanding, respectively | ||
Common stock; $0.0001 par value, 500,000,000 shares authorized, 283,800,000 and 282,800,000 shares issued and outstanding, respectively | 28,380 | 28,280 |
Additional paid-in capital | 137,369 | 19,469 |
Accumulated deficit | -181,078 | -70,242 |
Total Stockholders' Equity (Deficit) | -15,329 | -22,493 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $212,879 | $2,262 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
Balance Sheets | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 283,800,000 | 282,800,000 |
Common stock, shares outstanding | 283,800,000 | 282,800,000 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Statements of Operations | ||||
REVENUES | ||||
OPERATING EXPENSES | ||||
Depreciation and amortization | 9,673 | 9,673 | ||
General and administrative | 52,227 | 3,442 | 99,810 | 19,784 |
Total Operating Expenses | 61,900 | 3,442 | 109,483 | 19,784 |
OPERATING LOSS | -61,900 | -3,442 | -109,483 | -19,784 |
OTHER EXPENSE | ||||
Interest expense | 893 | 1,353 | ||
Total Other Expense | 893 | 1,353 | ||
NET LOSS | ($62,793) | ($3,442) | ($110,836) | ($19,784) |
BASIC NET LOSS PER COMMON SHARE | $0 | $0 | $0 | $0 |
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 283,800,000 | 4,140,000 | 283,800,000 | 4,140,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 6 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($110,836) | ($19,784) |
Items to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,673 | |
Changes in operating assets and liabilities | ||
Increase in inventory | -3,781 | |
Increase (decrease) in accounts payable | 24,438 | -480 |
Increase (decrease) accounts, interest and wages payable - related party | 14,690 | |
Net Cash Used in Operating Activities | -65,816 | -20,264 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Related party advances | 74,325 | 2,200 |
Payments on notes payable | -10,000 | |
Net Cash Provided by Financing Activities | 64,325 | 2,200 |
(DECREASE) INCREASE IN CASH | -1,491 | -18,064 |
CASH AT BEGINNING OF PERIOD | 2,262 | 18,262 |
CASH AT END OF PERIOD | 771 | 198 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Note payable issued for asset purchase | 100,000 | |
Common stock issued for asset purchase | $118,000 |
ORGANIZATION_AND_SIGNIFICANT_A
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Feb. 28, 2015 | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES |
The unaudited interim financial statements included herein have been prepared by That Marketing Solution, Inc. (Formerly Vista Holding Group, Corp.) (the Company) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC). These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended August 31, 2014, as filed with the SEC. We believe that 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 and that the disclosures made are adequate to make the information not misleading. 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 most recent fiscal year as reported in Form 10-K have been omitted. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Feb. 28, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 2 - RELATED PARTY TRANSACTIONS |
During the six months ended February 28, 2015 and the year ended August 31, 2014, an officer and director of the Company loaned $74,325 and $19,990 to the Company for operating expenses, respectively. As of February 28, 2015 and August 31, 2014, the officer and director is owed $94,315 and $19,990 for amounts advanced, respectively, and $552 and $92 in imputed interest, respectively. | |
On February 18, 2015, Louis J. Zant, III, resigned as Chief Executive Officer and as a director of he Company. Mr. Zant's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On the same date, the Company and Mr. Zant executed a Severance Agreement and Full Release of All Claims setting forth the terms of Mr. Zant's separation from the Company. Under the terms of the Agreement, the Company agreed to pay Mr. Zant severance compensation as follows: | |
The sum of $5,642.90, representing the entire amount that Mr. Zant was entitled to receive for services rendered, including salary up to February 18, 2015, the last day of his employment; | |
The sum of $4,337.10 to be paid on or before March 3, 2015, as bonus compensation for Mr. Zant's services; and | |
The sum of $3,000 to be paid on or before March 17, 2015, as additional bonus compensation for Mr. Zant's services. | |
At February 28, 2015 and August 31, 2014, the Company owed current and former officers and directors of the Company $15,337 and $2,000 for accrued wages, respectively. | |
ASSET_PURCHASE
ASSET PURCHASE | 6 Months Ended | |||
Feb. 28, 2015 | ||||
ASSET PURCHASE [Abstract] | ||||
ASSET PURCHASE | NOTE 3 – ASSET PURCHASE | |||
On November 28, 2014, the Company executed a Sale/Purchase Agreement of AquaV Assets (the “Agreement”) with Matthew R. Smith of Draper, Utah (“Smith”), and Clint Sorensen of Washington, Utah (“Sorensen”) (collectively, Smith and Sorensen shall be referred to herein as the “Sellers”). Under the terms of the Agreement, the Company purchased from the Sellers all right, title and interest in the “AquaV Assets,” which include: (i) the Sellers' methods for solubilizing, dispersing, flavoring, stabilizing and extending the release of various substances for use in nutritional, cosmetic and skin care, cosmeceutical, pharmaceutical and personal care; (ii) all unpatented scientific and technical information not known to the public that is necessary and/or reasonably useful for the research, development, manufacture or commercialization of the acquired solubilization technology; (iii) solubilization equipment; (iv) 3- 45 liter self-contained custom tanks with proprietary mixing systems; (v) bench-top solubilization equipment; (vi) miscellaneous lab equipment; and (vii) solubilization raw materials and ingredients. | ||||
The purchase price for the assets is: (i) $100,000, of which $10,000 shall be payable on or before December 15, 2014, and $90,000 shall be payable by March 31, 2015; (ii) one million (1,000,000) “unregistered” and “restricted” shares of the Company's common stock valued at the market price on the date of issue of $118,000, or $0.118 per share; and (iii) a royalty of $4,400 per month upon commencement of commercial operations. In addition, the Company agreed to enter into separate employment agreements with Smith and Sorensen providing for salaries of $60,000 and $48,000, respectively, plus bonuses to be specified in such employment agreements. The Agreement also contained usual and customary representations and warranties by both the Company and the Sellers. | ||||
The asset purchased under the agreement were valued as follows as: | ||||
Equipment | $ | 33,000 | ||
Solubilization materials inventory | 19,640 | |||
Intangible unpatented process and technology | 165,360 | |||
Total | $ | 218,000 | ||
The Company's management has evaluated whether the AquaV Assets may constitute a “business” within the meaning of Rule 11-01(d) of Regulation S-X of the Securities and Exchange Commission and has determined that the AquaV Assets do not constitute a “business” within the meaning of that Rule. The AquaV Assets were never held by a corporation or other non-individual entity and were developed by the Sellers using personal funds as time and funds permitted. In addition, there have been no revenue producing activities in connection with the AquaV Assets and accordingly there have been no operations capable of being audited. Therefore, management has determined that audited financial statements treating the AquaV Assets as a “business” are not required under applicable Securities and Exchange Commission rules. | ||||
The intangible unpatented process and technology assets are carried at cost, less accumulated amortization, and are being amortized over estimated useful lives of five years. Aqua V equipment is carried at cost, less accumulated depreciation, and is being depreciated over estimated useful lives of five years. Amortization and depreciation expense was $8,064 and $1,609, respectively, for the six months ended February 28, 2015. | ||||
GOING_CONCERN
GOING CONCERN | 6 Months Ended |
Feb. 28, 2015 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 4 - GOING CONCERN |
The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated losses of $181,078 as of February 28, 2015 and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows: | |
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. | |
There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Feb. 28, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS |
On March 26, 2015, the Company entered into two Securities Purchase Agreements by which the Company agreed to privately issue and sell two Senior Convertible Promissory Notes in the aggregate principal amount of $275,000 due and payable September 20, 2015 and Common Stock Purchase Warrants to purchase a total of two million (2,000,000) shares of the Company's common stock at an exercise price of $0.50 per share, subject to adjustment in the event of stock dividends, stock splits and the like. The Purchasers also purchased a total of 150,000 unregistered and restricted shares of the Company's common stock. | |
ASSET_PURCHASE_Tables
ASSET PURCHASE (Tables) | 6 Months Ended | |||
Feb. 28, 2015 | ||||
ASSET PURCHASE [Abstract] | ||||
Schedule of Asset | ||||
Equipment | $ | 33,000 | ||
Solubilization materials inventory | 19,640 | |||
Intangible unpatented process and technology | 165,360 | |||
Total | $ | 218,000 | ||
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | Aug. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Proceeds from advances, related party | $74,325 | $2,200 | |
Due to related parties | 109,652 | 21,990 | |
Officer and Director [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from advances, related party | 74,325 | 19,990 | |
Due to related parties | 94,315 | 19,990 | |
Imputed interest | 552 | 92 | |
Accrued wages | 15,337 | 2,000 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Severance pay | 5,642.90 | ||
Chief Executive Officer [Member] | First Payment [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus compensation | 4,337.10 | ||
Chief Executive Officer [Member] | Second Payment [Member] | |||
Related Party Transaction [Line Items] | |||
Bonus compensation | $3,000 |
ASSET_PURCHASE_Narrative_Detai
ASSET PURCHASE (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended |
Nov. 30, 2014 | Feb. 28, 2015 | |
Business Acquisition [Line Items] | ||
Purchase price | $100,000 | |
Number of shares | 1,000,000 | |
Shares issued, value | 118,000 | |
Share price | $0.12 | |
Monthly royalty amount | 4,400 | |
Intangible assets, useful life | 5 years | |
Equipment, useful life | 5 years | |
Amortization | 8,064 | |
Depreciation | 1,609 | |
Matthew Smith [Member] | ||
Business Acquisition [Line Items] | ||
Salary amount | 60,000 | |
Clint Sorensen [Member] | ||
Business Acquisition [Line Items] | ||
Salary amount | 48,000 | |
First Payable [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | 10,000 | |
Second Payable [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price | $90,000 |
ASSET_PURCHASE_Schedule_of_Ass
ASSET PURCHASE (Schedule of Asset) (Details) (USD $) | Nov. 30, 2014 |
ASSET PURCHASE [Abstract] | |
Equipment | $33,000 |
Solubilization materials inventory | 19,640 |
Intangible unpatented process and technology | 165,360 |
Total | $218,000 |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | Feb. 28, 2015 | Aug. 31, 2014 |
GOING CONCERN [Abstract] | ||
Accumulated deficit | ($181,078) | ($70,242) |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
Mar. 26, 2015 | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Principal amount | $275,000 |
Maturity date | 20-Sep-15 |
Number of shares that can be purchased | 2,000,000 |
Exercise price | $0.50 |
Purchased shares | 150,000 |