That Marketing Solution (TSTS) 10-Q 14 Jul 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	May. 31, 2015	Jul. 06, 2015
Document and Entity Information:
Entity Registrant Name	THAT MARKETING SOLUTION, INC.
Document Type	10-Q
Document Period End Date	May 31, 2015
Amendment Flag	false
Entity Central Index Key	1,557,796
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		283,950,000
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

Balance Sheets

Balance Sheets - USD ($)	May. 31, 2015	Aug. 31, 2014
CURRENT ASSETS
Cash	$ 3,238	$ 2,262
Prepaid expenses	1,610
Debt issuance costs	20,391
Inventory	48,840
Total Current Assets	74,079	$ 2,262
OTHER ASSETS
Intangible assets, net	148,960
Property and equipment, net	32,116
Total Other Assets	181,076
TOTAL ASSETS	255,155	$ 2,262
CURRENT LIABILITIES
Accounts payable	845	2,673
Accounts and wages payable - related party	10,653	21,990
Accrued interest payable - related party	77	$ 92
Note payable - asset purchase	87,000
Convertible notes payable, net	107,609
Accrued interest	4,340
Deferred revenue	7,750
Derivative liability	403,938
Total Current Liabilities	622,212	$ 24,755
Total Liabilities	$ 622,212	$ 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, 283,950,000 and 282,800,000 shares issued and outstanding, respectively	$ 28,395	$ 28,280
Additional paid-in capital	171,854	19,469
Accumulated deficit	(567,306)	(70,242)
Total Stockholders' Equity (Deficit)	(367,057)	(22,493)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 255,155	$ 2,262

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	May. 31, 2015	Aug. 31, 2014
Balance Sheets
Preferred stock, par value	$ 0.0001	$ 0.0001
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	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	283,950,000	282,800,000
Common stock, shares outstanding	283,950,000	282,800,000

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014
Statements of Operations
REVENUES
OPERATING EXPENSES
Depreciation and amortization	$ 10,111		$ 19,784
General and administrative	87,102	$ 2,498	186,912	$ 22,282
Total Operating Expenses	97,213	2,498	206,696	22,282
OPERATING LOSS	(97,213)	$ (2,498)	(206,696)	$ (22,282)
OTHER EXPENSE
Loss on derivative	128,938		128,938
Interest expense - debt issue and discount	155,217		155,217
Interest expense - related party	510		1,863
Interest expense	4,350		4,350
Total Other Expense	289,015		290,368
NET LOSS	$ (386,228)	$ (2,498)	$ (497,064)	$ (22,282)
BASIC NET LOSS PER COMMON SHARE	$ 0	$ 0	$ 0	$ 0
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	283,949,454	2,800,000	283,513,553	2,800,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	9 Months Ended
	May. 31, 2015	May. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (497,064)	$ (22,282)
Items to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	19,784
Common stock issued for debt inducement	34,500
Debt discount amortization	107,609
Debt issue cost amortization	13,109
Loss on derivative	128,938
Changes in operating assets and liabilities
Increase in inventory	(29,200)
Increase in prepaid expenses	(1,610)
Increase (decrease) in accounts payable and accrued expenses	2,512	$ (180)
Increase accounts, interest and wages payable - related party	1,985
Increase in deferred revenue	7,750
Net Cash Used in Operating Activities	(211,687)	$ (22,462)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of operating equipment	(2,500)
Net Cash Used in Investing Activities	(2,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Related party advances	84,892	$ 4,200
Payments on Related party advances	(98,229)
Convertible notes payable	250,000
Debt issuance costs	(8,500)
Payments on notes payable - asset purchase	(13,000)
Net Cash Provided by Financing Activities	215,163	$ 4,200
(DECREASE) INCREASE IN CASH	976	(18,262)
CASH AT BEGINNING OF PERIOD	2,262	$ 18,262
CASH AT END OF PERIOD	3,238
CASH PAID FOR:
Interest	$ 1,888
Income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Note payable issued for asset purchase	$ 100,000
Common stock issued for asset purchase	118,000
Discount on convertible notes payable from derivative instrument	275,000
Discount on convertible notes payable face value	$ 25,000

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	May. 31, 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	9 Months Ended
	May. 31, 2015
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 2 - RELATED PARTY TRANSACTIONS During the nine months ended May 31 , 2015 and the year ended August 31, 2014, an officer and director of the Company loaned $ 84,892 and $ 19,990 May 31 , 2015 and August 31, 2014, the officer and director i s owed $ 6,653 and $ 19,990 77 and $ 92 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 The sum of $ 4,337.10 The sum of $ 3,000 At May 31 , 2015 and August 31, 2014, the Company owed current and former officers and directors of the Company $ 4 ,000 and $ 2,000

ASSET PURCHASE

ASSET PURCHASE	9 Months Ended
	May. 31, 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 10,000 90,000 1,000,000 valued at the market price on the date of issue of $ 118,000 0.118 ; and (iii) a royalty of $ 4,400 In addition, the Company agreed to enter into separate employment agreements with Smith and Sorensen providing for salaries of $ 60,000 48,000 such employment agreements. The Agreement also contained usual and customary representations and warranties by both the Company and the Sellers. The asset s 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 . Aqua V equipment is carried at cost, less accumulated depreciation, and is being depreciated over estimated useful lives of five 16,400 and $ 3, 384 , respectively, for the nine months ended May 31 , 2015.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT	9 Months Ended
	May. 31, 2015
SECURITIES PURCHASE AGREEMENT [Abstract]
SECURITIES PURCHASE AGREEMENT	NOTE 4 – SECURITIES PURCHASE AGREEMENT O n March 26, 2015, the Company entered into two S ecurities P urchase A greements , whereby the Company agreed to privately issue and sell two S enior Convertible Promissory Notes in the aggregate principal amount of $ 275,000 , due and payable September 20, 2015 . The S enior Convertible Promissory Notes bear interest at 8 interest at a fixed price of $ 0.30 into common stock of the Company beginning on the calendar day following the Maturity Date and ending on the date of the payment in full of all outstanding principal. However, should the Company default on the S ecurities P urchase A greements , the conversion prices shall be the lower of: (i) $ 0.30 40 As part of the S ecurities P urchase A greements , t he Company also agreed to issue a total of 150,000 valued at $ 34,500 , or $ 0.23 and C ommon S tock P urchase W arrants to purchase a total of two million ( 2,000,000 at any time from the date of issuance for a period of five years at an exercise price of $ 0.50 , subject to adjustment in the event of stock dividends, stock splits and the like. The S enior Convertible Promissory Notes were issued at a 10 cash proceeds of $ 250,000 $ 25,000 and debt issuance costs, respectively . Additionally, as a result of the conversion feature of the Senior Convertible Promissory Notes (see Note 5), the Company recognized a total of $ 275,000 in debt discount. The debt discounts are being amortized over the terms of the S enior Convertible Promissory Notes . As of and for the period ending May 31, 2015, the Company had a balance of $ 167,391 in unamortized debt discount s and recognized $ 107,609 in interest expense. The Company paid a total of $ 8,500 enior Convertible Promissory Notes , which are being amortized over the terms of the S enior Convertible Promissory Notes . As of and for the period ending May 31, 2015, the Company had a balance of $ 20 , 391 in unamortized debt issuance costs and recognized $ 1 3, 109 in interest expense. As of May 31, 2015, the balance of the Senior Convertible Promissory Notes was $ 275,000 4,340 Convertible Promissory Notes during the nine month ended May 31, 2015 was $ 4,340

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	May. 31, 2015
DERIVATIVE LIABILITIES [Abstract]
DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES The Company analyzed the conversion options embedded in the Senior Convertible Promissory Notes and Common Stock Purchase Warrants for derivative accounting consideration under A ccounting S tandards C odification 815, Derivatives and Hedging , and determined that the instruments embedded in the above referenced Senior Convertible Promissory Notes and Common Stock Purchase Warrants should be classified as liabilities and recorded at fair value due to their being no explicit limit to the number of shares to be delivered upon settlement of the conversion options. Additionally, the above referenced Senior Convertible Promissory Notes and Common Stock Purchase Warrants contain dilutive issuance clauses. Under these clauses, based on future issuances of the Company's common stock or other convertible instruments, the conversion price of the above referenced Senior Convertible Promissory Notes and Common Stock Purchase Warrants can be adjusted downward. Because the number of shares to be issued upon settlement of the above referenced Senior Convertible Promissory Notes and Common Stock Purchase Warrants cannot be determined under this instrument, the Company cannot determine whether it will have sufficient authorized shares at a given date to settle any other future share instruments. The fair value of the conversion options was determined to be $ 539,629 using a Black-Scholes option-pr icing model. Upon the date of issuance of the Senior Convertible Promissory Notes and Common Stock Purchase Warrants , $ 275,000 was recorded as debt discount and $ 264,629 was recorded as day one loss on derivative liability. During the period ended February 28, 2015, $ 137,433 was recorded as a net loss on mark-to-market of the conversion options and warrants. The following table summarizes the derivative liabilities included in the balance sheet at May 31 , 2015: Balance, September 30, 2014 $ - Day one loss due to convertible debt and warrants 264,629 Debt discount 275,000 Gains on change in fair value (135,691 ) Balance, May 31, 2015 $ 403,938 The following table summarizes the loss on derivative liabilities included in the income statement for the period ended May 31 , 2015 : Day one loss due to convertible debt and warrants $ (264,629) Gains on change in fair value 135,691 Loss on derivative liabilities $ 128,938 The Company valued its derivatives liabilities using the Black-Scholes option-pricing model. Assumptions used during the period ended May 31 , 2015 include (1) risk-free interest rates between 0. 11 % to 1. 42 %, (2) lives of between 0 .31 and 5 . 00 years, (3) expected volatility of between 147 % to 206 %, (4) zero

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	9 Months Ended
	May. 31, 2015
FINANCIAL INSTRUMENTS [Abstract]
FINANCIAL INSTRUMENTS	NOTE 6 – FINANCIAL INSTRUMENTS ASC 820, Fair Value Measurements (ASC 820) and ASC 825, Financial Instruments (ASC 825) , requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company 's financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on May 31, 2015: Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative financial instruments $ - $ - $ 403,938 $ 403,938

GOING CONCERN

GOING CONCERN	9 Months Ended
	May. 31, 2015
GOING CONCERN [Abstract]
GOING CONCERN	NOTE 7 - 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 $ 567,306 as of May 31 , 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.

ASSET PURCHASE (Tables)

ASSET PURCHASE (Tables)	9 Months Ended
	May. 31, 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

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	May. 31, 2015
DERIVATIVE LIABILITIES [Abstract]
Schedule of Derivative Liabilities	Balance, September 30, 2014 $ - Day one loss due to convertible debt and warrants 264,629 Debt discount 275,000 Gains on change in fair value (135,691 ) Balance, May 31, 2015 $ 403,938
Schedule of Loss on Derivative Liabilities	Day one loss due to convertible debt and warrants $ (264,629) Gains on change in fair value 135,691 Loss on derivative liabilities $ 128,938

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	9 Months Ended
	May. 31, 2015
FINANCIAL INSTRUMENTS [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value	Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative financial instruments $ - $ - $ 403,938 $ 403,938

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	May. 31, 2015	May. 31, 2014	May. 31, 2015	May. 31, 2014	Aug. 31, 2014
Related Party Transaction [Line Items]
Proceeds from advances, related party			$ 84,892	$ 4,200
Due to related parties	$ 10,653		10,653		$ 21,990
Imputed interest	510		1,863
Officer and Director [Member]
Related Party Transaction [Line Items]
Proceeds from advances, related party			84,892		19,990
Due to related parties	6,653		6,653		19,990
Imputed interest			77		92
Accrued wages	$ 4,000		4,000		$ 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) (Det

ASSET PURCHASE (Narrative) (Details) - USD ($)	3 Months Ended	9 Months Ended
	Nov. 30, 2014	May. 31, 2015
Business Acquisition [Line Items]
Purchase price	$ 100,000
Number of shares	1,000,000
Shares issued, value	$ 118,000
Share price	$ 0.118
Monthly royalty amount	$ 4,400
Intangible assets, useful life		5 years
Equipment, useful life		5 years
Amortization		$ 16,400
Depreciation		$ 3,384
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)	Nov. 30, 2014USD ($)
ASSET PURCHASE [Abstract]
Equipment	$ 33,000
Solubilization materials inventory	19,640
Intangible unpatented process and technology	165,360
Total	$ 218,000

SECURITIES PURCHASE AGREEMENT (

SECURITIES PURCHASE AGREEMENT (Details) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 26, 2015	May. 31, 2015	May. 31, 2014	Nov. 30, 2014	Sep. 30, 2014	Aug. 31, 2014
Debt Instrument [Line Items]
Common stock issued for debt inducement		$ 34,500
Share price				$ 0.118
Proceeds from convertible notes payable		250,000
Debt discount		275,000			$ 275,000
Debt discount amortization		107,609
Payments of debt issuance costs		8,500
Debt issue cost amortization		13,109
Convertible notes payable, net		107,609
Accrued interest		$ 4,340
Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount	$ 275,000
Maturity date		Sep. 20, 2015
Interest rate	8.00%
Conversion price	$ 0.30
Shares issued	150,000
Common stock issued for debt inducement	$ 34,500
Share price	$ 0.23
Number of shares that can be purchased	2,000,000
Exercise price	$ 0.50
Discount percentage	10.00%
Proceeds from convertible notes payable		$ 250,000
Debt issuance costs		25,000
Debt discount	$ 275,000	167,391
Debt discount amortization		107,609
Payments of debt issuance costs		8,500
Unamortized debt issuance costs		20,391
Debt issue cost amortization		13,109
Convertible notes payable, net		275,000
Accrued interest		4,340
Interest expense, Senior Convertible Promissory Notes		$ 4,340
Convertible Debt [Member] | In The Event Of Default [Member]
Debt Instrument [Line Items]
Conversion price	$ 0.30
Threshold percentage of stock trigger price	40.00%

DERIVATIVE LIABILITIES (Narrati

DERIVATIVE LIABILITIES (Narrative) (Details) - USD ($)	3 Months Ended	8 Months Ended	9 Months Ended
	Feb. 28, 2015	May. 31, 2015	May. 31, 2015	Sep. 30, 2014	May. 31, 2014
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fair value of conversion options		$ 539,629	$ 539,629
Debt discount		275,000	275,000	$ 275,000
Day one loss due to convertible debt and warrants		$ 264,629	$ 264,629
Net loss on mark-to-market of conversion options and warrants	$ 137,433
Expected dividends			$ 0
Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Risk-free interest rate			0.11%
Expected life			3 months 22 days
Expected volatility			147.00%
Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Risk-free interest rate			1.42%
Expected life			5 years
Expected volatility			206.00%

DERIVATIVE LIABILITIES (Schedul

DERIVATIVE LIABILITIES (Schedule of Derivative Liabilities) (Details) - USD ($)	8 Months Ended	9 Months Ended
	May. 31, 2015	May. 31, 2015	Sep. 30, 2014	May. 31, 2014
DERIVATIVE LIABILITIES [Abstract]
Balance, September 30, 2014
Day one loss due to convertible debt and warrants	$ 264,629	$ 264,629
Debt discount	275,000	275,000	$ 275,000
Gains on change in fair value	(135,691)	(135,691)
Balance, May 31, 2015	$ 403,938	$ 403,938

DERIVATIVE LIABILITIES (Sched22

DERIVATIVE LIABILITIES (Schedule of Loss on Derivative Liabilities) (Details) - May. 31, 2015 - USD ($)	Total	Total
DERIVATIVE LIABILITIES [Abstract]
Day one loss due to convertible debt and warrants	$ (264,629)	$ (264,629)
Gains on change in fair value	$ 135,691	135,691
Loss on derivative liabilities		$ 128,938

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details)	May. 31, 2015USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Liabilities - Derivative financial instruments	$ 403,938
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Liabilities - Derivative financial instruments
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Liabilities - Derivative financial instruments
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Liabilities - Derivative financial instruments	$ 403,938

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	May. 31, 2015	Aug. 31, 2014
GOING CONCERN [Abstract]
Accumulated deficit	$ (567,306)	$ (70,242)

Uncategorized Items - tsts-2015

Label	Element	Value
Derivative, Loss on Derivative	us-gaap_DerivativeLossOnDerivative
Derivative, Loss on Derivative	us-gaap_DerivativeLossOnDerivative	$ 128,938
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	(2,498)
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	$ (386,228)
Depreciation, Depletion and Amortization	us-gaap_DepreciationDepletionAndAmortization
Depreciation, Depletion and Amortization	us-gaap_DepreciationDepletionAndAmortization	$ 10,111