That Marketing Solution (TSTS) 10-K 15 Dec 15 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Aug. 31, 2015	Dec. 01, 2015	Feb. 27, 2015
Document and Entity Information:
Entity Registrant Name	THAT MARKETING SOLUTION, INC.
Document Type	10-K
Document Period End Date	Aug. 31, 2015
Amendment Flag	false
Entity Central Index Key	1,557,796
Current Fiscal Year End Date	--08-31
Entity Common Stock, Shares Outstanding		461,526,102
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 4,914,000

Balance Sheets

Balance Sheets - USD ($)	Aug. 31, 2015	Aug. 31, 2014
CURRENT ASSETS
Cash	$ 894	$ 2,262
Prepaid expenses	15,739
Debt issuance costs	3,641
Inventory	98,911
Total Current Assets	119,185	$ 2,262
OTHER ASSETS
Deposits	1,997
TOTAL ASSETS	121,182	$ 2,262
CURRENT LIABILITIES
Accounts payable	17,782	2,673
Accounts and wages payable - related party	174,137	21,990
Accrued interest payable - related party	265	$ 92
Convertible notes payable, net of $29,891 debt discount	245,109
Accrued interest	9,885
Deferred revenue	7,750
Deferred revenue, related party	45,000
Derivative liability	278,393
Total Current Liabilities	778,321	$ 24,755
Total Liabilities	$ 778,321	$ 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, 1,500,000,000 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	(857,388)	(70,242)
Total Stockholders' Equity (Deficit)	(657,139)	(22,493)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 121,182	$ 2,262

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Aug. 31, 2015	Aug. 31, 2014
Balance Sheets [Abstract]
Debt discount	$ 29,891
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	1,500,000,000	1,500,000,000
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 ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Statements of Operations [Abstract]
REVENUES	$ 495
COST OF SALES
Inventory write-down	20,855
Cost of product sold	61
Total Cost of Sales	20,916
GROSS DEFICIT	(20,421)
OPERATING EXPENSES
General and administrative	239,695	$ 54,683
Depreciation and amortization	29,909
Total Operating Expenses	269,604	$ 54,683
OPERATING LOSS	290,025	$ 54,683
OTHER EXPENSE
Impairment of intangible assets	140,624
Impairment of equipment	30,327
Loss on derivatives	62,893
Interest expense - debt issue and discount	249,967
Interest expense - related party	3,416
Interest expense	9,894	$ 92
Total Other Expense	497,121	92
NET LOSS	$ (787,146)	$ (54,775)
BASIC NET LOSS PER COMMON SHARE	$ 0	$ 0
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	283,623,562	99,786,301

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Aug. 31, 2013	$ 14,133	$ 8,280	$ 21,320	$ (15,467)
Balance (shares) at Aug. 31, 2013		82,800,000
Common stock issued for research and development expenses/debt offering costs	10,000	$ 20,000	(10,000)
Common stock issued for research and development expenses/debt offering costs (shares)		200,000,000
Contribution of capital	8,149		$ 8,149
Net loss for the year	$ (54,775)			$ (54,775)
Balance (shares) at Aug. 31, 2014	282,800,000	282,800,000
Balance at Aug. 31, 2014	$ (22,493)	$ 28,280	$ 19,469	$ (70,242)
Common stock issued for assets	118,000	$ 100	117,900
Common stock issued for assets (shares)		1,000,000
Common stock issued for research and development expenses/debt offering costs	34,500	$ 15	$ 34,485
Common stock issued for research and development expenses/debt offering costs (shares)		150,000
Net loss for the year	$ (787,146)			$ (787,146)
Balance (shares) at Aug. 31, 2015	283,950,000	283,950,000
Balance at Aug. 31, 2015	$ (657,139)	$ 28,395	$ 171,854	$ (857,388)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (787,146)	$ (54,775)
Items to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	29,909
Debt discount amortization	245,109
Debt issue cost amortization	4,859
Loss on derivative	62,893
Impairment of intangible assets	140,624
Impairment of equipment	30,327
Write-down of inventory	$ 20,855
Common stock issued for research and development		$ 10,000
Expenses paid by related party contributed to capital		$ 4,500
Changes in operating assets and liabilities
Increase in inventory	$ (100,126)
Increase in prepaid expenses	(15,739)
Increase in deposits	(1,997)
Increase in accounts payable and accrued expenses	24,994	$ 2,193
Increase (decrease) in related party accounts payable and accrued interest	5,173	$ 2,092
Increase in deferred revenue	52,750
Net Cash Used in Operating Activities	(287,515)	$ (35,990)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of operating equipment	(2,500)
Net Cash Used by Financing Activities	(2,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances, related party	247,269	$ 19,990
Payments on related party advances	(100,122)
Proceeds from convertible notes payable	250,000
Debt issuance costs	(8,500)
Payments on notes payable - asset purchase	(100,000)
Net Cash Provided by Financing Activities	288,647	$ 19,990
DECREASE IN CASH	(1,368)	(16,000)
CASH AT BEGINNING OF PERIOD	2,262	18,262
CASH AT END OF PERIOD	894	$ 2,262
CASH PAID FOR:
Interest	$ 3,252
Income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Related party payable contributed to capital		$ 3,649
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	12 Months Ended
	Aug. 31, 2015
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The financial statements presented are those of That Marketing Solution, Inc. (Formerly Vista Holding Group, Corp.) (the Company). Accounting Methods The Company's financial statements are prepared using the accrual method of accounting. The Company has elected an August 31 year-end. Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of August 31, 2015 and 2014, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because there effect is anti-dilutive. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Use of Estimates The preparation of financial statements 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 reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. The Company has recognized minimal revenue since inception. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of August 31, 2015 and 2014: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 135,409 $ 19,828 Related party accruals 2,470 711 Depreciation and amortization 58,123 3,343 Valuation allowance (196,002 ) (23,882 ) Net deferred tax asset $ - $ - The federal income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34 2015 2014 Pre-tax book income (loss) $ (267,629 ) $ (18,624 ) Depreciation and amortization 58,123 3,343 Related party accruals 1,759 711 Other non-deductible expenses 99,221 - Valuation allowance 111,526 14,570 Federal Income Tax $ - $ - The Company had net operating losses of approximately $ 398,000 Stock-Based Compensation The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 Stock Compensation Equity-Based Payments to Non-Employees New Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. L ong Lived Assets Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment (“ASC 360”) . The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. During the year ended august 31, 2015, the Company recognized impairment losses of $ 140,624 30,327 . Inventory Inventories are stated at the lower of costs (first in, first out) or market (net realizable value). Inventories consist of raw materials, product and packaging inventory. Inventories consist of the following at August 31, 2015: Raw materials $ 6,912 Product 70,592 Packaging 21,407 Total $ 98,911

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Aug. 31, 2015
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 2 - RELATED PARTY TRANSACTIONS During the year ended August 31, 2014, the former Company director paid $ 4,500 8,149 During the years ended August 31, 2015 and 2014, an officer and director of the Company loaned 247,269 and $ 19,990 to the Company for operating expenses, respectively. $ 167,137 and $ 19,990 265 and $ 92 At August 31, 2015 and 2014, the Company owes an officer 7 ,000 and $ 2,000 Between June and August 2015, the Company received a total of $ 45,000

ASSET PURCHASE

ASSET PURCHASE	12 Months Ended
	Aug. 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 24,736 and $ 4,936 , respectively, for the year ended August 31, 2015 . In accordance with ASC 360, Company management determined that due to the lack of use and generation of sufficient revenue, the carrying amount of the Aqua V equipment and intangible assets may not be fully recoverable. An assessment of possible impairment was based on the Company's ability to recover the carrying value of the assets based on estimates of their undiscounted future cash flows. It was determined that the estimated future cash flows are less than the carrying value of the assets, as such, a full impairment charge was recognized during the year ended August 31, 2015 in the amount of $ 140,624 30,327 2,500

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT	12 Months Ended
	Aug. 31, 2015
SECURITIES PURCHASE AGREEMENT [Abstract]
SECURITIES PURCHASE AGREEMENT	NOTE 4 – SECURITIES PURCHASE AGREEMENT O n March 20, 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 per share. The share value of $34,500 was accounted for as a debt discount. 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 being recorded as debt discounts. $ 275,000 in debt discount which resulted from the value of the common stock share issuance, the debt issuance discount and the derivative liability (see Note 5). The debt discounts are being amortized over the terms of the S enior Convertible Promissory Notes . As of and for the year ending August 31, 2015, the Company had a balance of $ 29,891 in unamortized debt discount s and recognized $ 245,109 in interest expense. The Company paid a total of $ 8,500 in debt issue costs on S enior Convertible Promissory Notes , which are being amortized over the terms of the S enior Convertible Promissory Notes . $ 3 ,641 in unamortized debt issuance costs and recognized $ 4,859 in interest expense. As of August 31, 2015, the balance of the Senior Convertible Promissory Notes was $ 275,000 9,885 Convertible Promissory Notes during the year ending August 31, 2015 was $ 9,885

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Aug. 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 , $ 215,500 was recorded as debt discount and $ 324,129 was recorded as day one loss on derivative liability. During the year ended August 31, 2015 , $ 261,236 was recorded as a net gain on mark-to-market of the conversion options and warrants. The following table summarizes the derivative liabilities included in the balance sheet at August 31 , 2015: Balance, August 31, 2014 $ - Day one loss due to convertible debt and warrants 324,129 Debt discount 215,500 Gains on change in fair value (261,236 ) Balance, August 31, 2015 $ 278,393 The following table summarizes the loss on derivative liabilities included in the income statement for the period ended August 31 , 2015 : Day one loss due to convertible debt and warrants $ (324,129 ) Gains on change in fair value 261,236 Loss on derivative liabilities $ (62,893 ) The Company valued its derivatives liabilities using the Black-Scholes option-pricing model. Assumptions used during the year ended August 31, 2015 include (1) risk-free interest rates between 0.03 % to 1.47 %, (2) lives of between 0 .05 and 5 . 01 years, (3) expected volatility of between 147 % to 195 %, (4) zero

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	12 Months Ended
	Aug. 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 August 31, 2015: Level 1 Level 2 Level 3 Total Assets None $ - $ - $ - $ - Liabilities Derivative financial instruments $ - $ - $ 278,393 $ 278,393

COMMON STOCK

COMMON STOCK	12 Months Ended
	Aug. 31, 2015
COMMON STOCK [Abstract]
COMMON STOCK	NOTE 7 - COMMON STOCK Common Stock During the year ended August 31, 2014, the Company issued 200,000,000 0.0001 10,000 During September 2014, the Company increased its authorized shares to 550,000,000 500,000,000 0.001 50,000,000 0.001 20 During November 2014, as part of the Asset Purchase Agreement (see Note 3) the Company agreed to issue 1,000,000 118,000 0.118 During March 2015, as part of the S ecurities P urchase A greements (see Note 4), the Company agreed to issue a total of 150,000 valued at $ 34,500 0.23

COMMON STOCK WARRANTS

COMMON STOCK WARRANTS	12 Months Ended
	Aug. 31, 2015
Warrants and Rights Note Disclosure [Abstract]
Common Stock Warrants Disclosure [Text Block]	NOTE 8 – COMMON STOCK WARRANTS As part of the Securities Purchase Agreements, the Company agreed to issue Common Stock Purchase Warrants to purchase a total of two million ( 2,000,000 five 0.50 The warrants were valued at $ 395,238 Stock price on grant date $ 0.23 Exercise price $ 0.50 Expected time to exercise 5 Risk free interest rate 1.42 Volatility 185.71 Expected forfeiture rate 0.00 The following table summarizes the outstanding warrants and associated activity for the year ended August 31, 2015: Number of Warrants Outstanding Weighted Average Price Weighted Average Remaining Contractual Life Balance, August 31, 2014 - - - Granted 2,000,000 0.50 5.00 Exercised - - - Expired - - - Balance, August 31, 2015 2,000,000 $ 0.50 4.56

GOING CONCERN

GOING CONCERN	12 Months Ended
	Aug. 31, 2015
GOING CONCERN [Abstract]
GOING CONCERN	NOTE 9 - 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 $ 857,388 as of August 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Aug. 31, 2015
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS During September 2015, holders of two S enior Convertible Promissory Notes agreed to extend the maturity dates in exchange for extension fees. enior Convertible Promissory Note was extended one month, to October 20, 2015 in exchange for a 15 25,753 enior Convertible Promissory Note was extended to September 28, 2015 in exchange for $ 6,000 Effective as of September 18, 2015, the Company entered into an Amendment Agreement by which the holder of the Company's outstanding S enior Convertible Promissory Note dated March 20, 2015 in the principal amount of $ 137,500 S enior Convertible Promissory Note 's maturity date from September 20, 2015, to October 20, 2015. In consideration of such extension, the Company agreed to pay the holder an extension fee of $ 25,753 15 S enior Convertible Promissory Note . With the exception of these matters, all other terms of the S enior Convertible Promissory Note and related loan documents remain in full force and effect. E ffective as of September 28, 2015, the Company entered into an Amendment A greement by which the Company and the holder of the Company's Senior Convertible Promissory Note dated March 20, 2015, in the principal amount of $ 137,500 amend the conversion terms of the S enior Convertible Promissory Note as follows: • Upon delivery by the holder of any Notice of Conversion on or before October 20, 2015, the Company may elect to effect such conversion in accordance with the terms of the S enior Convertible Promissory Note , or may, in its discretion, redeem the amount of the S enior Convertible Promissory Note to be converted pursuant to such Notice of Conversion (the “Subject Amount”) by the payment of cash in the amount that is equal to the Subject Amount multiplied by 0.80 • With respect to any conversions of the S enior Convertible Promissory Note on or before October 20, 2015, the Fixed Conversion Price shall be deemed to be $ 0.13 50 10 Between October and December, holders of two S enior Convertible Promissory Notes in the original aggregate principal amount of $ 275,000 , converted a total of $ 277,419 177,576,102 0.002 40 ten During October 2015, the Company executed a Convertible Promissory Note. Under the terms of the Convertible Promissory Note, the Company received $ 60,000 300,000 40,000 two 90 0 12 0.10 60 25 During November 2015, the Company executed an original Issue Discount Convertible Promissory Note (“IDCP Note”) in the amount of $ 25,000 10 42.5 15 During November 2015, the 500,000,000 1,500,000,000

ORGANIZATION AND SIGNIFICANT 17

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Aug. 31, 2015
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Accounting Methods	Accounting Methods The Company's financial statements are prepared using the accrual method of accounting. The Company has elected an August 31 year-end.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of August 31, 2015 and 2014, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because there effect is anti-dilutive.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Use of Estimates	Use of Estimates The preparation of financial statements 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 reporting period. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. The Company has recognized minimal revenue since inception.
Income Taxes	Income Taxes The Company files income tax returns in the U.S. federal jurisdiction. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of August 31, 2015 and 2014: 2015 2014 Deferred tax assets: Net operating loss carry forward $ 135,409 $ 19,828 Related party accruals 2,470 711 Depreciation and amortization 58,123 3,343 Valuation allowance (196,002 ) (23,882 ) Net deferred tax asset $ - $ - The federal income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34 2015 2014 Pre-tax book income (loss) $ (267,629 ) $ (18,624 ) Depreciation and amortization 58,123 3,343 Related party accruals 1,759 711 Other non-deductible expenses 99,221 - Valuation allowance 111,526 14,570 Federal Income Tax $ - $ - The Company had net operating losses of approximately $ 398,000
Stock-Based Compensation	Stock-Based Compensation The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 Stock Compensation Equity-Based Payments to Non-Employees
New Accounting Pronouncements	New Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Long Lived Assets	L ong Lived Assets Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment (“ASC 360”) . The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. During the year ended august 31, 2015, the Company recognized impairment losses of $ 140,624 30,327 .
Inventory	Inventory Inventories are stated at the lower of costs (first in, first out) or market (net realizable value). Inventories consist of raw materials, product and packaging inventory. Inventories consist of the following at August 31, 2015: Raw materials $ 6,912 Product 70,592 Packaging 21,407 Total $ 98,911

ORGANIZATION AND SIGNIFICANT 18

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Aug. 31, 2015
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Schedule of Net Deferred Tax Assets	2015 2014 Deferred tax assets: Net operating loss carry forward $ 135,409 $ 19,828 Related party accruals 2,470 711 Depreciation and amortization 58,123 3,343 Valuation allowance (196,002 ) (23,882 ) Net deferred tax asset $ - $ -
Tax Provision Reconciliation	2015 2014 Pre-tax book income (loss) $ (267,629 ) $ (18,624 ) Depreciation and amortization 58,123 3,343 Related party accruals 1,759 711 Other non-deductible expenses 99,221 - Valuation allowance 111,526 14,570 Federal Income Tax $ - $ -
Schedule of Inventory	Raw materials $ 6,912 Product 70,592 Packaging 21,407 Total $ 98,911

ASSET PURCHASE (Tables)

ASSET PURCHASE (Tables)	12 Months Ended
	Aug. 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)	12 Months Ended
	Aug. 31, 2015
DERIVATIVE LIABILITIES [Abstract]
Schedule of Derivative Liabilities	Balance, August 31, 2014 $ - Day one loss due to convertible debt and warrants 324,129 Debt discount 215,500 Gains on change in fair value (261,236 ) Balance, August 31, 2015 $ 278,393
Schedule of Loss on Derivative Liabilities	Day one loss due to convertible debt and warrants $ (324,129 ) Gains on change in fair value 261,236 Loss on derivative liabilities $ (62,893 )

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Aug. 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 $ - $ - $ 278,393 $ 278,393

COMMON STOCK WARRANTS (Tables)

COMMON STOCK WARRANTS (Tables)	12 Months Ended
	Aug. 31, 2015
Warrants and Rights Note Disclosure [Abstract]
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]	Stock price on grant date $ 0.23 Exercise price $ 0.50 Expected time to exercise 5 Risk free interest rate 1.42 Volatility 185.71 Expected forfeiture rate 0.00 Number of Warrants Outstanding Weighted Average Price Weighted Average Remaining Contractual Life Balance, August 31, 2014 - - - Granted 2,000,000 0.50 5.00 Exercised - - - Expired - - - Balance, August 31, 2015 2,000,000 $ 0.50 4.56

ORGANIZATION AND SIGNIFICANT 23

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014
Net deferred tax assets:
Net operating loss carry forward	$ 135,409	$ 19,828
Related party accruals	2,470	711
Depreciation and amortization	58,123	3,343
Valuation allowance	$ (196,002)	$ (23,882)
Net deferred tax asset
Tax provision reconciliation:
Pre-tax book income (loss)	$ (267,629)	$ (18,624)
Depreciation and amortization	58,123	3,343
Related party accruals	1,759	$ 711
Other non-deductible expenses	99,221
Valuation allowance	$ 111,526	$ 14,570
Federal Income Tax
Federal statutory rate	34.00%
Net operating losses	$ 398,000
Long Lived Assets
Impairment of intangible assets	140,624
Impairment of equipment	30,327
Inventory:
Raw materials	6,912
Product	70,592
Packaging	21,407
Total	$ 98,911

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2015	Aug. 31, 2014
Related Party Transaction [Line Items]
Expenses paid by related party contributed to capital			$ 4,500
Contribution of capital			8,149
Proceeds from advances, related party		$ 247,269	19,990
Due to related parties	$ 174,137	174,137	$ 21,990
Imputed interest		3,416
Former Director [Member]
Related Party Transaction [Line Items]
Expenses paid by related party contributed to capital			$ 4,500
Contribution of capital			8,149
Officer and Director [Member]
Related Party Transaction [Line Items]
Proceeds from advances, related party		247,269	19,990
Due to related parties	167,137	167,137	19,990
Imputed interest		265	92
Accrued wages	7,000	$ 7,000	$ 2,000
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Proceeds from deposits	$ 45,000

ASSET PURCHASE (Narrative) (Det

ASSET PURCHASE (Narrative) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Nov. 30, 2014	Aug. 31, 2015	Aug. 31, 2014
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		$ 24,736
Depreciation		4,936
Impairment of intangible assets		140,624
Impairment of equipment		30,327
Additional impairment		$ 2,500
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	12 Months Ended
	Mar. 20, 2015	Aug. 31, 2015	Aug. 31, 2014	Nov. 30, 2014	Sep. 30, 2014
Debt Instrument [Line Items]
Share price				$ 0.118
Proceeds from convertible notes payable		$ 250,000
Debt discount		29,891			$ 215,500
Debt discount amortization		245,109
Payments of debt issuance costs		8,500
Debt issue cost amortization		4,859
Convertible notes payable, net of $29,891 debt discount		245,109
Accrued interest		$ 9,885
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	29,891
Debt discount amortization		245,109
Payments of debt issuance costs		8,500
Unamortized debt issuance costs		3,641
Debt issue cost amortization		4,859
Convertible notes payable, net of $29,891 debt discount		275,000
Accrued interest		9,885
Interest expense, Senior Convertible Promissory Notes		$ 9,885
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	12 Months Ended
	Feb. 28, 2015	Aug. 31, 2015	Sep. 30, 2014
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Fair value of conversion options		$ 539,629
Debt discount		29,891	$ 215,500
Day one loss due to convertible debt and warrants		$ 324,129
Net loss on mark-to-market of conversion options and warrants	$ 261,236
Expected dividends		$ 0
Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Risk-free interest rate		0.03%
Expected life		18 days
Expected volatility		147.00%
Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Risk-free interest rate		1.47%
Expected life		5 years 4 days
Expected volatility		195.00%

DERIVATIVE LIABILITIES (Schedul

DERIVATIVE LIABILITIES (Schedule of Derivative Liabilities) (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Sep. 30, 2014
DERIVATIVE LIABILITIES [Abstract]
Balance, September 30, 2014
Day one loss due to convertible debt and warrants	$ 324,129
Debt discount	29,891	$ 215,500
Gains on change in fair value	(261,236)
Balance, August 31, 2015	$ 278,393

DERIVATIVE LIABILITIES (Sched30

DERIVATIVE LIABILITIES (Schedule of Loss on Derivative Liabilities) (Details)	12 Months Ended
	Aug. 31, 2015USD ($)
DERIVATIVE LIABILITIES [Abstract]
Day one loss due to convertible debt and warrants	$ (324,129)
Gains on change in fair value	261,236
Loss on derivative liabilities	$ (62,893)

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details)	Aug. 31, 2015USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets
Liabilities - Derivative financial instruments	$ 278,393
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	$ 278,393

COMMON STOCK (Details)

COMMON STOCK (Details)	1 Months Ended			12 Months Ended
	Mar. 31, 2015USD ($)$ / sharesshares	Nov. 30, 2014USD ($)$ / sharesshares	Sep. 30, 2014$ / sharesshares	Aug. 31, 2015USD ($)$ / sharesshares	Aug. 31, 2014USD ($)$ / sharesshares
Common stock, shares authorized				1,500,000,000	1,500,000,000
Common stock, par value | $ / shares				$ 0.0001	$ 0.0001
Preferred stock, shares authorized			50,000,000	50,000,000	50,000,000
Preferred stock, par value | $ / shares			$ 0.001	$ 0.0001	$ 0.0001
Split ratio			0.05
Common stock issued for research and development expenses/debt offering costs | $				$ 34,500	$ 10,000
Purchased shares	150,000	1,000,000
Value of shares purchased | $	$ 34,500	$ 118,000
Purchased shares, per share value | $ / shares	$ 0.23	$ 0.118			$ 0.0001
Scenario, Previously Reported [Member]
Shares authorized			550,000,000
Common stock, shares authorized			500,000,000
Common stock, par value | $ / shares			$ 0.001
Common Stock [Member]
Common stock issued for research and development expenses/debt offering costs (shares)				150,000	200,000,000
Common stock issued for research and development expenses/debt offering costs | $				$ 15	$ 20,000

COMMON STOCK WARRANTS (Details)

COMMON STOCK WARRANTS (Details) - USD ($)	12 Months Ended
	Aug. 31, 2015	Aug. 31, 2014	Nov. 30, 2014
Class of Warrant or Right [Line Items]
Stock price on grant date			$ 0.118
Common Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Number of shares that can be purchased	2,000,000
Term of warrants	5 years
Exercise price	$ 0.50
Value of warrants	$ 395,238
Stock price on grant date	$ 0.23
Exercise price	$ 0.50
Expected time to exercise	5 years
Risk-free interest rate	1.42%
Volatility	185.71%
Expected forfeiture rate	0.00%
Number of Warrants Outstanding
Balance
Granted	2,000,000
Exercised
Expired
Balance	2,000,000
Weighted Average Price
Balance
Granted	$ 0.50
Exercised
Expired
Balance	$ 0.50
Weighted Average Remaining Contractual Life
Granted	5 years
Exercised
Expired
Balance	4 years 6 months 22 days

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	Aug. 31, 2015	Aug. 31, 2014
GOING CONCERN [Abstract]
Accumulated deficit	$ (857,388)	$ (70,242)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	Sep. 28, 2015$ / shares	Sep. 18, 2015USD ($)	Nov. 30, 2015USD ($)shares	Oct. 31, 2015USD ($)$ / shares	Sep. 30, 2015USD ($)	Dec. 15, 2015USD ($)$ / sharesshares	Aug. 31, 2015USD ($)shares	Mar. 31, 2015$ / shares	Nov. 30, 2014$ / shares	Sep. 30, 2014USD ($)shares	Aug. 31, 2014$ / sharesshares
Subsequent Event [Line Items]
Per share issue price | $ / shares								$ 0.23	$ 0.118		$ 0.0001
Debt discount							$ 29,891			$ 215,500
Common stock, shares authorized | shares							1,500,000,000				1,500,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares authorized | shares			1,500,000,000
Subsequent Event [Member] | Convertible Note One [Member]
Subsequent Event [Line Items]
Debt extension fee					$ 25,753
Extension fee rate					15.00%
Subsequent Event [Member] | Convertible Note Two [Member]
Subsequent Event [Line Items]
Debt extension fee					$ 6,000
Subsequent Event [Member] | Convertible Note Three [Member]
Subsequent Event [Line Items]
Debt extension fee		$ 25,753
Extension fee rate		15.00%
Principal amount		$ 137,500
Conversion ratio	0.80
Terms of conversion	Following October 20, 2015, the Conversion Price shall be the lower of: (i) the Fixed Conversion Price, as amended; or (ii) 50 percent multiplied by the lowest bid price of the Company’s common stock during the 10 consecutive Trading Date period immediately preceding the Trading Day that the Company receives a Notice of Conversion
Conversion price | $ / shares	$ 0.13
Subsequent Event [Member] | Converted Notes [Member]
Subsequent Event [Line Items]
Principal amount						$ 275,000
Terms of conversion						The conversion prices were equal to 40% multiplied by the lowest bid of the common stock of the Company during the ten trading days immediately preceding the trading day the Company received the notices of conversion.
Debt converted						$ 277,419
Shares issued in conversion | shares						177,576,102
Per share issue price | $ / shares						$ 0.002
Subsequent Event [Member] | Convertible Note Five [Member]
Subsequent Event [Line Items]
Terms of conversion				The holder of the Convertible Promissory Note has the right, at any time, to convert all or a portion of the outstanding principal sum, including accrued interest, into shares of the Company’s common stock at a conversion price equal to the lesser of $0.10 or 60% of the lowest trade price of the Company’s common stock in the 25 days prior to the date of conversion.
Conversion price | $ / shares				$ 0.10
Proceeds from convertible debt				$ 60,000
Potential additional proceeds				300,000
Debt discount				$ 40,000
Debt term				2 years
Subsequent Event [Member] | Issue Discount Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Principal amount			$ 25,000
Terms of conversion			The IDCP Note is convertible at any time at the option of the holder into shares of the Company’s common stock at a 42.5% discount from the lowest intra-day traded price of the common stock within the 15 days prior to the date of execution.
Interest rate			10.00%
Minimum [Member] | Subsequent Event [Member] | Convertible Note Five [Member]
Subsequent Event [Line Items]
Interest rate				0.00%
Maximum [Member] | Subsequent Event [Member] | Convertible Note Five [Member]
Subsequent Event [Line Items]
Interest rate				12.00%
Scenario, Previously Reported [Member]
Subsequent Event [Line Items]
Common stock, shares authorized | shares										500,000,000