Merchant Services

Another component of our marketing campaign is to make sure that we execute our sales, and protect ourselves, as well as our clients, from fraud. We have a strategic relationship with a number of the leading merchant services processors, which gives us the ability to transact business globally. By leveraging hundreds of merchant accounts for each campaign, we have the ability to handle charge-backs and product returns without compromise or decreased momentum to any of our marketing campaigns.

Status of any Publicly Announced New Product or Service

None; not applicable.

Competitive Business Conditions and Smaller Reporting Company's Competitive Position in the Industry and Methods of Competition

Our business is very fragmented and competitive.  Potential competition within the Low T marketplace comes from OTC products, as well as prescription offerings.

Low Testosterone Treatment

Based on conclusive research done by some of the nation’s most reputable medical institutions, low testosterone levels in men is a real health risk. However, the treatment of low-t and the accompanying symptoms fall into one of two categories: natural supplements or pharmaceutically based therapies. As is clear by now, the Low-T Vitamin Formula is based on nutrition and natural formulations to achieve healthy, balanced testosterone production and decreased estrogen levels in the body. Here is a brief overview of the pharmaceutical offerings, and how these synthetic therapies differ from our natural Low-T Vitamin Formula.

Prescription Offerings:

Gels and Solutions:

(Example - AndroGel)

Testosterone gels and solutions are applied daily. The testosterone in the gel or solution is absorbed into the body through the skin. Common side effects include nausea, vomiting, headache, dizziness, hair loss, trouble sleeping, change in sexual desire, redness/swelling of the skin, change in skin color, or acne. Typically these gels and solutions are harmful to women, and after application, men should avoid contact with women and children for at least one hour.

Patches:

(Example – Androderm)

Patches allow testosterone to be gradually absorbed by the skin. Patches are applied daily. Common side effects include redness, itching, burning, or hardened skin where the skin patch is worn, breast swelling or tenderness, increased acne or hair growth, headache, depressed mood, or changes in your sex drive. Many of the prescription patches on the market have known drug interactions with commonly prescribed drugs, and just like the gels/solutions, exposure to the active ingredients on the patch is harmful to women and children. Testosterone can cause birth defects in a fetus, so pregnant women should avoid coming into contact with testosterone topical gels, or with a man's skin where a testosterone topical patch has been worn or the gel has been applied.

Injections:

(Example – Depo)

Testosterone injections, usually administered in the upper buttock, are typically given every 1-2 weeks by a

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doctor. Common side effects include nausea, vomiting, headache, skin color changes, increased/decreased sexual interest, oily skin, hair loss, and acne. Pain and redness at the injection site may also occur. The active ingredient in a synthetic testosterone injection like Depo is called testosterone cypionate.

Pellets:

(Example – TESTOPEL)

A doctor places pellets under the skin near the hip during a surgical procedure to gradually introduce synthetic testosterone into the body. Common side effects include nausea, jaundice, alterations in liver function tests, (in rare cases) hepatitis; retention of sodium, chloride, water, potassium, calcium and inorganic phosphates; increased or decreased libido, headache, anxiety, depression; and inflammation and pain at the site of subcutaneous implantation of testosterone containing pellets.

As more FDA-approved products hit the market, the baby boomer generation is taking note. In 2011, consumers spent approximately $1.6 billion on prescription testosterone therapies, almost triple the amount spent in 2006, according to market research company IMS Health.

Sources and Availability of Raw Materials and Names of Principal Suppliers

At the current time, the Company is outsourcing this function to UST Corp., including all raw material procurement and production. UST Corp. is an FDA approved lab.

Dependence on One or a Few Major Customers

The market for our products is diffuse.  In launching the Low-T Formula, the Company is relying on direct sales mechanisms, including online advertising campaigns, Facebook, SEO and keyword strategies and email campaigns.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

None; not applicable.

Need for any Governmental Approval of Principal Products or Services

There is no need for governmental approval as the FDA regulates both finished dietary supplement products and dietary ingredients. FDA regulates dietary supplements under a different set of regulations than those covering "conventional" foods and drug products. Under the Dietary Supplement Health and Education Act of 1994 (DSHEA):

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Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded.  That means that these firms are responsible for evaluating the safety and labeling of their products before marketing to ensure that they meet all the requirements of DSHEA and FDA regulations.

FDA is responsible for taking action against any adulterated or misbranded dietary supplement product after it reaches the market.

Effect of Existing or Probable Governmental Regulations on the Business

Smaller Reporting Company

We voluntarily file SEC reports with the SEC and are subject to the disclosure requirements of Regulation S-K of the Commission, as a “smaller reporting company.”  That designation relieves us of some of the informational requirements of Regulation S-K.

Sarbanes/Oxley Act

We are also subject to the Sarbanes-Oxley Act of 2002.  The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.  It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’

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appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act has substantially increased our legal and accounting costs.

Emerging Growth Company

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1 billion of non-convertible debt over a three-year period.

Research and Development Costs During the Last Two Fiscal Years

During the fiscal years ended August 31, 2014, and 2013, we incurred no product research and development costs.  

Cost and Effects of Compliance with Environmental Laws

None; not applicable.

Number of Total Employees and Number of Full Time Employees

As of the date of this Annual Report on Form 10-K, we have no employees besides Louis J. Zant, the Company’s Chief Executive Officer and Chairman, and Darren J. Lopez, the Company’s President.  Under the terms of the AquaV Agreement, we agreed to enter into employment agreements with Matthew Smith and Clint Sorensen, but we have not yet entered into any such agreements.  See our Current Report on Form 8-K dated November 28, 2014, which is incorporated herein by reference.

Additional Information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also find this Annual Report and all reports that we file electronically with the SEC at their Internet site www.sec.gov.  Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms.  This Annual Report, and our SEC reports or other registration statements, once filed, will also be available from commercial document retrieval services, such as Corporation Service Company, whose telephone number is 1-800-222-2122.

ITEM 1A.  RISK FACTORS

Risk Factors

An investment in our Common Stock involves a high degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully the risks discussed below. There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our Common Stock could decline and investors could lose all or part of their investment.

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Risks Related to Our Company

We are a development stage company; we have a history of losses; there are doubts about our ability to continue as a going concern.

We have not achieved our planned principal operations and we are in the development stage of operations. We have incurred net losses since inception, and at this time as well as for the foreseeable future, we expect to finance our activities and overhead expenses through the issuance and sale of our debt or equity securities. The recoverability of the costs incurred by the Company to date is highly uncertain and is dependent upon achieving commercial production and sales of its products, of which no assurances can be given. The Company’s prospects must be considered in light of the risks, expenses and difficulties which are frequently encountered by companies in the development stage in the emerging industry that we hope to commence operations in.

We expect to incur increased operating expenses during the fiscal year ending August 31, 2015, and for the foreseeable future. The amount of net losses and the time required for the Company to reach and sustain profitability are uncertain. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, and delays frequently encountered in connection with a development stage business, including, but not limited to, uncertainty as to development and the time required for the Company’s planned products to become available in the marketplace. There can be no assurance that the Company will ever generate revenues or achieve profitability at all or on any substantial basis. These matters raise substantial doubt about the Company’s ability to continue as a going concern, and as such, we expect our independent auditor will express substantial doubt about our ability to continue as a going concern. A result of such a doubt regarding our ability to continue as a going concern may be that the Company will find it difficult to raise capital. If the Company ceases or curtails its development activities due to such difficulties, it is highly likely that you would lose your entire investment.

We will require substantial additional capital to pursue our business plan.

The Company has no revenues and no income. The Company’s capital requirements will depend on many factors, including, among other things, the cost of developing its business and marketing activities, the efficacy and effectiveness of its proposed products, costs (whether or not foreseen), the length of time required to collect accounts receivable it may in the future generate, competing technological and market developments and acceptance. Changes in the Company’s proposed business or business plan could materially increase the Company’s capital requirements. The Company cannot assure you that its proposed plans will not change or that changed circumstances will not result in the depletion of its capital resources more rapidly than currently anticipated.

The Company will need to obtain substantial additional financing to, among other things, fund the future development of any services, products or product lines it attempts to undertake and for general working capital purposes. Any additional equity financing, if available, may be dilutive to stockholders and any such additional equity securities may have rights, preferences or privileges that are senior to those of the holders of its shares of Common Stock. Debt financing, if available, will require payment of interest and may involve security interests on the Company’s assets and restrictive covenants that could impose limitations on the Company’s operating flexibility.

The Company’s ability to obtain needed financing may be impaired by such factors as the capital markets, the capital structure of the Company, the development stage of the Company, the lack of an active market for the shares of Common Stock, and the Company’s lack of profitability, all of which would impact the availability or cost of future financings. The Company cannot assure prospective investors that it will be able to obtain requisite financing in a timely fashion or at all or, if obtained, that such financing will be on acceptable terms. The Company’s inability to obtain needed financing on acceptable terms would have a material, adverse effect on the implementation of its proposed business plan and could result in a total loss of your investment.

We must effectively manage the growth of our operations, or our company will suffer.

Our ability to successfully implement our business plan requires an effective planning and management process. If funding is available, we may elect to increase the scope of our operations and acquire complementary businesses. Implementing our business plan will require significant additional funding and resources. If we grow our operations, we will need to hire additional employees and make significant capital investments. If we grow our operations, it will place a significant strain on our existing management and resources. If we grow, we will need to improve our financial and managerial controls and reporting systems and procedures, and we will need to expand, train and manage our workforce. Any failure to manage any of the foregoing areas efficiently and effectively would cause our business to suffer.

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The Company is wholly dependent on Louis J. Zant and Darren Lopez.

The Company is wholly dependent on Messrs. Zant and Lopez, who are its sole executive officers and directors. The future performance of the Company will depend on the continued service of Messrs. Zant and Lopez and the Company’s ability to retain them and/or hire additional qualified persons. The Company has not yet entered into an employment agreement with either Mr. Zant or Mr. Lopez, but may do so in the future. It is expected that such employment agreement will, among other terms, permit Messrs. Zant and Lopez to conduct other business activities outside of their employment with the Company. The Company has not obtained any “key-man” life insurance policies nor does it presently plan to obtain or maintain any such policies on Mr. Zant or Mr. Lopez or any other of its possible future employees. The loss of either Mr. Zant or Mr. Lopez would materially and adversely affect the Company’s proposed business.

Our results of operations may fluctuate from quarter to quarter, which could affect our business, financial condition and results of operations.

Our results of operations may fluctuate from quarter to quarter depending upon several factors, some of which are beyond our control. These factors include, but are not limited to:

These and other factors could affect our business, financial condition and results of operations, and this makes the prediction of our financial results on a quarterly basis difficult. Also, it is possible that our quarterly financial results may be below the expectations of public market analysts.

We may be unable to maintain an effective system of internal control over financial reporting, and as a result we may be unable to accurately report our financial results.

Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. We do not at the moment have a chief financial officer, a chief accounting officer, or any employee with a financial or accounting background, though we are conducting a search for such an individual. At present, we would be unable to conclude that we maintain an effective system of internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the SEC, reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock price to drop.

Risks Related to Our Business and Industry

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

We will be highly dependent upon consumer acceptance of the safety, efficacy and quality of our products, as well as similar products distributed by other companies. Consumer acceptance of products can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. In addition, recent studies have challenged the safety or benefit of certain nutritional supplements and dietary ingredients. Future scientific research or publicity could be unfavorable to our industry or any of our particular products and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less than favorable or that question earlier favorable research or publicity could have a material adverse effect on our ability to generate revenue. Adverse publicity in the form of published scientific research, statements by regulatory authorities or otherwise, whether or not accurate, that associates consumption of our products or any other similar products with illness or other adverse effects, or that questions the benefits of our or similar products, or that claims that such products are ineffective could have a material adverse effect on our business, reputation, financial condition or results of operations.

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We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

Currently we are a development stage company and we believe we have no products requiring liability insurance. However, in the future we intend to obtain insurance coverage because if we become a retailer, formulator and/or manufacturer of products designed for human consumption, we will be subject to product liability claims if the use of our products, whether manufactured by us or by our third-party manufacturer, were to be alleged to have resulted in illness or injury or if our products were to include inadequate instructions or warnings. Our products will consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements, and are not necessarily subject to pre-market regulatory approval or clearance by the U.S. Food and Drug Administration (“ FDA ”) or other governmental authorities. Our products could contain spoiled or contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a materially adverse effect on our business, results of operations, financial condition and cash flows.

If we experience product recalls, we may incur significant and unexpected costs and damage to our reputation and, therefore, could have a material adverse effect on our business, financial condition or results of operations.

To the extent we engage in product sales in the future, we may be subject to product recalls, withdrawals or seizures if any of the products we formulate, manufacture or sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the manufacture, labeling, promotion, sale or distribution of our products. A recall, withdrawal or seizure of any of our products could materially and adversely affect consumer confidence in our brands and lead to decreased demand for our products. In addition, a recall, withdrawal or seizure of any of our products would require significant management attention, would likely result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition or results of operations.

We acquire a significant amount of key ingredients for our products from foreign suppliers, and may be negatively affected by the risks associated with international trade and importation issues .

We acquire a significant amount of key ingredients for a number of our products from suppliers outside of the United States.  Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, nonconformity to specifications or laws and regulations, tariffs, trade disputes and foreign currency  fluctuations.  We cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations.  There have in the past been quality and safety issues in our industry with certain items imported from overseas.  We may incur additional expenses and experience shipment delays due to preventative measures adopted by the U.S. government, our suppliers and our company.

We operate in a highly competitive industry and compete against many large companies that could harm our business.

Many companies worldwide are dedicated to our business of developing, selling, marketing and advertising products in the nutritional supplement industry. We expect more companies to enter this industry. Our competitors vary in size from small companies to very large companies with dominant market shares and substantial financial resources. Most of our competitors have significantly greater financial, marketing and development resources than we have. As a result, we may not be able to devote adequate resources to develop, acquire or license new supplements, undertake extensive marketing campaigns, adopt aggressive pricing policies or adequately compensate our suppliers to the same degree as certain of our competitors. In particular, any of our competitors may offer products and services that have significant performance, price, creativity and/or other advantages over our supplements. These competing products and services may significantly affect the demand for our services. In addition, any of our current or future competitors may be acquired by, receive investments from or enter into other strategic relationships with larger, longer-established and better-financed companies and therefore obtain significantly greater financial, marketing and product development resources than we have. If we are unable to compete effectively in our principal markets, our business, financial condition and results of operations could be materially and adversely affected.

We may be unable to protect our intellectual property from infringement by third parties, and third parties may claim that the Company infringes on their intellectual property, either of which could materially and adversely affect the Company.

Despite our efforts to protect the Company’s intellectual property, third parties may infringe or misappropriate the Company’s intellectual property or may develop intellectual property competitive with that of the Company. The Company’s

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competitors may independently develop similar technology or otherwise duplicate the Company’s proposed processes or services. As a result, the Company may have to litigate to enforce and protect its intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is particularly expensive, time-consuming, diverts the attention of management and technical personnel and could result in substantial cost and uncertainty regarding the Company’s future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit the Company’s ability to produce and/or market its products in the future and would likely have a material, adverse effect on any revenues the Company may in the future be able to generate by the sale or license of such intellectual property.

Our sales and profitability may be affected by changes in economic, business and industry conditions.

If the economic climate in the United States or abroad deteriorates, customers or potential customers could reduce or delay their nutritional supplement purchases or investments. Reduced or delayed nutritional supplement purchases or investments could decrease our sales and profitability. In this environment, our customers may experience financial difficulty and fail to budget or reduce budgets for the purchase of our products and professional development, sales, marketing and advertising services. This may lead to longer sales cycles, delays in purchase decisions, payment and collection, and can also result in downward price pressures, causing our sales and profitability to decline. In addition, general economic uncertainty and general declines in capital spending in the supplement sector make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. There are many other factors which could affect our business, including:

These trends and factors could adversely affect our business, profitability and financial condition and diminish our ability to achieve our strategic objectives.

Risks Related to Our Common Stock

There is a limited market for our common stock, which may make it more difficult to dispose of your stock.

Our common stock is currently quoted on the OTC Bulletin Board under the symbol “TSTS.” There is an extremely limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell shares of our common stock, or the prices at which holders may be able to sell their common stock.

A sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Our common stock is subject to the “penny stock” rules of the SEC, and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

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In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

Because our principal stockholder controls a significant number of shares of our common stock, he has effective control over actions requiring stockholder approval.

Mr. Lopez, beneficially owns more than 90% of our outstanding shares of Common Stock. Accordingly, he has the ability to control the Company and the outcome of issues submitted to our stockholders.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

ITEM 2:  PROPERTIES

We do not own any real estate or other properties.

ITEM 3:  LEGAL PROCEEDINGS

In the ordinary course of business, we may be involved in legal proceedings from time to time. As of the date hereof, except as set forth herein, there are no known legal proceedings against the Company. No governmental agency has instituted proceedings, served, or threatened the Company with any complaints.

ITEM 4:  MINE SAFETY DISCLOSURES

None; not applicable.

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PART II

ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no “established trading market” for our shares of common stock.  Commencing on or about September 30, 2013, our shares of common stock were quoted on the OTCQB market.   Our common stock is currently quoted on the OTCQB under the symbol “TSTS”.  No assurance can be given that any market for our common stock will develop or be maintained.  If a public market ever develops in the future, the sale of shares of our common stock that are deemed to be “restricted securities” pursuant to Rule 144 of the SEC by members of management, directors or others may have a substantial adverse impact on any such market.  With the exception of the shares outlined below under the heading “Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities,” all current holders of shares of our common stock have satisfied the six-month holding period requirement of Rule 144; these listed persons’ shares are subject to the resale limitations outlined below under the heading “Rule 144.”  

Set forth below are the high and low closing bid prices for our common stock for each quarter of our 2013 and 2014 fiscal years.  These bid prices were obtained from OTC Markets Group, Inc. formerly known as the “Pink Sheets, LLC”, formerly known as the “National Quotation Bureau, LLC.”  All prices listed herein reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. Quotations for our common stock commenced on September 30, 2013.

We affected a 20 for 1 forward split of our common stock September 12, 2014, which is not reflected in the quotations above.

Rule 144

The following is a summary of the current requirements of Rule 144:

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Holders

The number of record holders of our common stock as of the date of this Annual Report is approximately six.  This figure does not include an indeterminate number of beneficial owners who may hold their shares in “street name.”

Dividends

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future.  There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information.

Recent Sales of Unregistered Securities

The Company has not sold any equity securities during the period covered by this Report that were not registered under the Securities Act and that have not already been disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Purchases of Equity Securities by Us and Affiliated Purchasers

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ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6:  SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

Statements made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of our Company, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.  Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.  We have no obligation to update any of our forward-looking statements other than as required by law.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Plan of Operation

Starting the first quarter of 2015, the Company intends to build our business starting with the production of Low-T, and then by identifying other products – potentially in other industries – to build our product portfolios. By combining such product portfolios with our in-house competencies in the areas of product development, brand strengthening, marketing, social media and advertising, we plan to create a diverse revenue stream across a variety of industries.

We operate with virtually no capital. We are presently attempting to raise sufficient funds to enter into production of Low-T. We estimate that we will require an additional $20,000 to continue to our present development of Low-T and approximately an additional $180,000 to begin actual production of Low-T as well as for working capital. We anticipate that the receipt of such funds would enable us to satisfy our cash requirements for a period of 12 months.

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We have no long-term debt, and have been able to meet our past financial obligations, including operational expenses and acquisition costs, on a current basis.

We cannot assure you that we will be able to put Low-T into production or to further develop other products or product portfolios and we cannot assure you that $200,000 would be sufficient to enable us to fully fund our anticipated cash requirements.  In addition, we cannot assure you that the requisite financing, whether over the short or long term, will be raised within the necessary time frame or on terms acceptable to us, if at all.  Should we be unable to raise sufficient funds we may be required to curtail our operating plans if not cease them entirely.  As a result, we cannot assure you that we will be able to operate profitably on a consistent basis, or at all, in the future.

Liquidity

As of August 30, 2014, our cash balance was $2,262.  As outlined above under the subheading “Plan of Operation,” we will require debt or equity funding of approximately $200,000 to begin production of our Low-T product. Our working capital requirements are expected to increase in line with the growth of our business and acquisitions.

In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory of Low-T; (ii) developmental expenses associated with a start-up business; and (iii) sales, marketing and advertising expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Results of Operations

Fiscal Year Ended August 31, 2014, Compared to Fiscal Year Ended August 31, 2013.

We had $0 in revenues for the years ended August 31, 2014 and 2013.  We had $54,683 in general and administrative expenses and $92 in interest expense for a net loss of $54,775 for the year ended August 31, 2014 compared to $15,350 in general and administrative expenses and $0 in interest expense for a net loss of $15,350 for the year ended August 31, 2013.  

Going Concern

The independent auditors' report accompanying our August 31, 2014 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business, as to which there can be no assurance.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

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ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

C O N T E N T S

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

That Marketing Solution, Inc. (formerly Vista Holding Group Corp.)

We have audited the accompanying balance sheet of That Marketing Solution, Inc. (formerly Vista Holding Group Corp.) as of August 31, 2014, and the related statements of operations, stockholders' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of That Marketing Solution, Inc. (formerly Vista Holding Group Corp.) as of August 31, 2014, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

December 11, 2014

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Vista Holding Group, Corp.

(A Development Stage Company)

We have audited the accompanying balance sheet of Vista Holding Group, Corp., as of August 31, 2013 and the related statements of operations, stockholders’ equity and cash flows for the year ended August 31, 2013, the period from inception on August 2, 2012 through August 31, 2012 and for the period from inception on August 2, 2012 through August 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Vista Holding Group, Corp., as of August 31, 2013 and the related statements of operations, stockholders’ equity and cash flows for the year ended August 31, 2013, the period from inception on August 2, 2012 through August 31, 2012 and for the period from inception on August 2, 2012 through August 31, 2013 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered accumulated net losses of $15,467 and will need additional working capital for its planned activity and to service its debt. These matters raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/Sadler, Gibb & Associates, LLC.

Salt Lake City, UT

November 6, 2013  

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THAT MARKETING SOLUTION, INC.

Balance Sheets

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

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THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Statements of Operations

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

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THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Statements of Stockholders’ Equity (Deficit)

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company has not established an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, the Company does not require approval in advance of the performance of professional services to be provided to the Company by its principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15:  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2)    Financial Statements.  See the audited financial statements and financial statement schedules for the year ended August 31, 2014, contained in Item 8 above which are incorporated herein by this reference.

(a)(3)         Exhibits.  The following exhibits are filed as part of this Annual Report:

No.            Description

Exhibit 31.1 Certification of Louis J. Zant, III, the Company’s CEO, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of Darren Lopez, the Company’s acting CFO, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

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