THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Statements of Cash Flows

(Unaudited)

5

THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The unaudited interim financial statements included herein have been prepared by That Marketing Solution, Inc. (Formerly Vista Holding Group, Corp.) (the Company) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC).  These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended August 31, 2014, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.

NOTE 2 - RELATED PARTY TRANSACTIONS

During the nine months ended May 31, 2015 and the year ended August 31, 2014, an officer and director of the Company loaned $84,892 and $19,990 to the Company for operating expenses, respectively.  As of May 31, 2015 and August 31, 2014, the officer and director is owed $6,653 and $19,990 for amounts advanced, respectively, and $77 and $92 in imputed interest, respectively.

On February 18, 2015, Louis J. Zant, III, resigned as Chief Executive Officer and as a director of he Company. Mr. Zant’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  On the same date, the Company and Mr. Zant executed a Severance Agreement and Full Release of All Claims setting forth the terms of Mr. Zant’s separation from the Company.  Under the terms of the Agreement, the Company agreed to pay Mr. Zant severance compensation as follows:

·

The sum of $5,642.90, representing the entire amount that Mr. Zant was entitled to receive for services rendered, including salary up to February 18, 2015, the last day of his employment;

·

The sum of $4,337.10 to be paid on or before March 3, 2015, as bonus compensation for Mr. Zant’s services; and

·

The sum of $3,000 to be paid on or before March 17, 2015, as additional bonus compensation for Mr. Zant’s services.

At May 31, 2015 and August 31, 2014, the Company owed current and former officers and directors of the Company $4,000 and $2,000 for accrued wages, respectively.

NOTE 3 – ASSET PURCHASE

On November 28, 2014, the Company executed a Sale/Purchase Agreement of AquaV Assets (the “Agreement”) with Matthew R. Smith of Draper, Utah (“Smith”), and Clint Sorensen of Washington, Utah (“Sorensen”) (collectively, Smith and Sorensen shall be referred to herein as the “Sellers”).  Under the terms of the Agreement, the Company purchased from the Sellers all right, title and interest in the “AquaV Assets,” which include:  (i) the Sellers’ methods for solubilizing, dispersing, flavoring, stabilizing and extending the release of various substances for use in nutritional, cosmetic and skin care, cosmeceutical, pharmaceutical and personal care; (ii) all unpatented scientific and technical information not known to the public that is necessary and/or reasonably useful for the research, development, manufacture or commercialization of the acquired solubilization technology; (iii) solubilization equipment; (iv) 3- 45 liter self-contained custom tanks with proprietary mixing systems; (v) bench-top solubilization equipment; (vi) miscellaneous lab equipment; and (vii) solubilization raw materials and ingredients.

The purchase price for the assets is:  (i) $100,000, of which $10,000 shall be payable on or before December 15, 2014, and $90,000 shall be payable by March 31, 2015; (ii) one million (1,000,000) “unregistered” and “restricted” shares of the Company’s common stock valued at the market price on the date of issue of $118,000, or $0.118 per share; and (iii) a royalty of $4,400 per month upon commencement of commercial operations.  In addition, the Company agreed to enter into separate employment agreements with Smith and Sorensen providing for salaries of

6

THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Notes to Financial Statements

NOTE 3 – ASSET PURCHASE (CONTINUED)

$60,000 and $48,000, respectively, plus bonuses to be specified in such employment agreements.  The Agreement also contained usual and customary representations and warranties by both the Company and the Sellers.

The assets purchased under the agreement were valued as follows as:

The Company’s management has evaluated whether the AquaV Assets may constitute a “business” within the meaning of Rule 11-01(d) of Regulation S-X of the Securities and Exchange Commission and has determined that the AquaV Assets do not constitute a “business” within the meaning of that Rule.  The AquaV Assets were never held by a corporation or other non-individual entity and were developed by the Sellers using personal funds as time and funds permitted.  In addition, there have been no revenue producing activities in connection with the AquaV Assets and accordingly there have been no operations capable of being audited.  Therefore, management has determined that audited financial statements treating the AquaV Assets as a “business” are not required under applicable Securities and Exchange Commission rules.

The intangible unpatented process and technology assets are carried at cost, less accumulated amortization, and are being amortized over estimated useful lives of five years.  Aqua V equipment is carried at cost, less accumulated depreciation, and is being depreciated over estimated useful lives of five years.  Amortization and depreciation expense was $16,400 and $3,384, respectively, for the nine months ended May 31, 2015.

NOTE 4 – SECURITIES PURCHASE AGREEMENT

On March 26, 2015, the Company entered into two Securities Purchase Agreements, whereby the Company agreed to privately issue and sell two Senior Convertible Promissory Notes in the aggregate principal amount of $275,000, due and payable September 20, 2015.  The Senior Convertible Promissory Notes bear interest at 8% per annum and are convertible interest at a fixed price of $0.30 per share 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 Securities Purchase Agreements, the conversion prices shall be the lower of: (i) $0.30 per share, or (ii) 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 receives a notice of conversion.

As part of the Securities Purchase Agreements, the Company also agreed to issue a total of 150,000 unregistered and restricted shares of the Company’s common stock valued at $34,500, or $0.23 per share, and Common Stock Purchase Warrants to purchase a total of two million (2,000,000) shares of the Company’s common stock at any time from the date of issuance for a period of five years at an exercise price of $0.50 per share, subject to adjustment in the event of stock dividends, stock splits and the like.

The Senior Convertible Promissory Notes were issued at a 10% face value discount, resulting in cash proceeds of $250,000 and $25,000 being recorded as debt discounts and debt issuance costs, respectively.  Additionally, as a result of the conversion feature of the Senior Convertible Promissory Notes (see Note 5), the Company recognized a total of $275,000 in debt discount. The debt discounts are being amortized over the terms of the Senior Convertible Promissory Notes. As of and for the period ending May 31, 2015, the Company had a balance of $167,391 in unamortized debt discounts and recognized $107,609 in interest expense.

The Company paid a total of $8,500 in debt issue costs on Senior Convertible Promissory Notes, which are being amortized over the terms of the Senior Convertible Promissory Notes.  As of and for the period ending May 31, 2015, the Company had a balance of $20,391 in unamortized debt issuance costs and recognized $13,109 in interest expense.

7

THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Notes to Financial Statements

NOTE 4 – SECURITIES PURCHASE AGREEMENT (CONTINUED)

As of May 31, 2015, the balance of the Senior Convertible Promissory Notes was $275,000 and accrued interest was $4,340.  Interest expense on Senior Convertible Promissory Notes during the nine month ended May 31, 2015 was $4,340.

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 Accounting Standards Codification 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-pricing model.  Upon the date of issuance of the Senior Convertible Promissory Notes and Common Stock Purchase Warrants, $275,000 was recorded as debt discount and $264,629 was recorded as day one loss on derivative liability.  During the period ended February 28, 2015, $137,433 was recorded as a net loss on mark-to-market of the conversion options and warrants.

The following table summarizes the derivative liabilities included in the balance sheet at May 31, 2015:

The following table summarizes the loss on derivative liabilities included in the income statement for the period ended May 31, 2015:

The Company valued its derivatives liabilities using the Black-Scholes option-pricing model.  Assumptions used during the period ended May 31, 2015 include (1) risk-free interest rates between 0.11% to 1.42%, (2) lives of between 0.31 and 5.00 years, (3) expected volatility of between 147% to 206%, (4) zero expected dividends, (5) conversion prices as set forth in the related instruments, and (6) the common stock price of the underlying share on the valuation dates.

8

THAT MARKETING SOLUTION, INC.

(FORMERLY VISTA HOLDING GROUP, CORP.)

Notes to Financial Statements

NOTE 6 – FINANCIAL INSTRUMENTS

ASC 820, Fair Value Measurements (ASC 820) and ASC 825, Financial Instruments (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on May 31, 2015:

NOTE 7 - GOING CONCERN

The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated losses of $567,306 as of May 31, 2015 and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows:

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

9

Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly 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 our business, 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.

Results of Operation

For The Three Months Ended May 31, 2015 Compared to The Three Months Ended May 31, 2014.

We had $0 in revenue in the quarterly periods ended May 31, 2015 and 2014.  Our operating expenses increased to $97,213 during the quarterly period ended May 31, 2015, from $2,498 in the year-ago period, largely due to the payments to Matthew R. Smith and Clint Sorensen under the terms of our Sale/Purchase Agreement of AquaV Assets dated November 28, 2014, the terms of which were disclosed in our Current Report on Form 8-K dated November 28, 2014, and filed with the Securities and Exchange Commission on December 24, 2014.  During the quarter ended May 31, 2015, we incurred total interest expense of $160,077 compared to $0 in the quarter ended May 31, 2014, mainly consisting of $4,860 of loan and other interest, $34,500 in interest expense from the issuance of 150,000 shares of common stock, $13,109 of debt issue cost interest and $107,608 in interest related the amortization of debt discount costs on Senior Convertible Promissory Notes. During the quarter ended May 31, 2015, we recognized a net loss of $128,938 from derivatives related to the Senior Convertible Promissory Notes and Common Stock Purchase Warrants issued during March 2015.

For the three months ended May 31, 2015, our net loss was $386,228, or $0.00 per share, as compared to a net loss of $2,498, or $0.00 per share, during the year-ago period.

For The Nine Months Ended May 31, 2015 Compared to The Nine Months Ended May 31, 2014.

We had $0 in revenue in the nine month periods ended May 31, 2015 and 2014.  Our operating expenses increased to $206,696 during the nine month period ended May 31, 2015, from $19,784 in the year-ago period.  During the nine months ended May 31, 2015, we incurred total interest expense of $161,430 compared to $0 in the quarter ended May 31, 2014, mainly consisting of $6,213 of loan and other interest, $34,500 in interest expense from the issuance of 150,000 shares of common stock, $13,109 of debt issue cost interest and $107,608 in interest related the amortization of debt discount costs on Senior Convertible Promissory Notes. During the nine months ended May 31, 2015, we recognized a net loss of $128,938 from derivatives related to the Senior Convertible Promissory Notes and Common Stock Purchase Warrants issued during March 2015.  

For the nine months ended May 31, 2015, our net loss was $497,064, or $0.00 per share, as compared to a net loss of $22,282, or $0.00 per share, during the year-ago period.

10