5. SUBSEQUENT EVENT | 3 Months Ended |
Apr. 30, 2015 |
Subsequent Events [Abstract] | |
5. SUBSEQUENT EVENT | a) On May 8, 2015, the Company’s Board of Directors approved the issuance of 2,000 post split shares of common stock of the Company to ARP upon the conversion of its Series A Preferred Stock. The 2,000 post split shares will be issued upon the approval of the reverse stock split by FINRA. |
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b) On May 15, 2015, the Company entered into a Stock Exchange and Restructuring Agreement (“Stock Exchange Agreement”) with ARP. Pursuant to the agreement, the Company will issue 5,000,000 post split shares of common stock in exchange for all the membership units in ARP on a pro rata basis. ARP will then issue 100 units to the Company. As a result of this transaction, ARP will become a subsidiary of the Company. |
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c) On May 15, 2015, the Company entered into Parent-Subsidiary and Operations Agreement (“Operations Agreement) with ARP and Performance Realty Management, LLC (“PRM”). As of the closing of the Stock Exchange Agreement, ARP will become a wholly owned subsidiary of the Company with PRM continuing to serve as manager of ARP. Pursuant to the Operations Agreement, the Company agrees to be bound by the ARP Operating Agreement dated November 1, 2013. In consideration of the services to be rendered to or on behalf of the Company by PRM, the Company will 1) issue 1,000,000 post split common stock of the Company to PRM by May 22, 2015 (the “Initial Issuance”); 2) issue, on the annual anniversary of the Initial Issuance, shares of common stock of the Company valued at 1% of the net assets of the Company being managed by PRM. |
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d) On May 15, 2015, the Company entered into an Advisory Board Consulting and Compensation Agreement with a director of the Company pursuant to which the Company agreed to issue 1,000,000 post split shares of common stock to the director of the Company. In addition, the Company will pay the director an annual fee equal to $120,000 or 1% of the Company’s assets as reported on its year-end balance sheet, whichever is greater. The Company will also issue an aggregate of 3,000,000 post-split shares of common stock of the Company on the first, second and third anniversary. The 1,000,000 post-split shares will be issued upon the approval of the reverse stock split by FINRA. |
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e) On May 15, 2015, the Company entered into a Director Agreement with a director of the Company pursuant to which the Company agreed to issue 25,000 post-split shares of common stock to the director of the Company. In addition, the Company agreed to pay the director from time to time for the services provided and may compensate the director with the issuance of shares of common stock of the Company The 25,000 post-split shares will be issued upon the approval of the reverse stock split by FINRA. |
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f) On May 15, 2015, the Company entered into an executive agreement with the Company’s Chief Financial Officer (“CFO”) for a term of one year. At the expiration of the initial term, the agreement will be automatically extended for an additional year. The CFO will work as a part-time consultant initially and in consideration of the part-time services to be rendered by the CFO, the Company agreed to issue 25,000 post-split shares of common stock of the Company. When the CFO becomes a full time employee of the Company, the Company will pay an annual salary of $24,000 and will issue $24,000 worth of common stock of the Company on the first anniversary of the date on which the CFO becomes a full time employee. |
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g) On May 15, 2015, the Company entered into an executive agreement with the Company’s Chief Executive Officer (“CEO”) for a term of one year. At the expiration of the initial term, the agreement will be automatically extended for an additional year. The CEO will work as a part-time consultant initially and in consideration of the part-time services to be rendered by the CEO, the Company agreed to pay a signing bonus of $25,000 and to issue 25,000 post-split shares of common stock of the Company. In addition, the Company agrees to pay the CEO an annual salary of $25,000 retroactively beginning March 2, 2015. When the Company achieves the milestone of gross revenue of $1,000,000 per annum, the Company agreed to increase the CEO’s annual salary by $25,000 and to issue an additional 25,000 post-split shares of common stock of the Company. When the Company achieves the milestone of gross revenue of $1,500,000 per annum, the Company agreed to increase the CEO’s annual salary by an additional $25,000. When the Company achieves the milestone of gross revenue of $2,000,000 per annum, the Company agreed to increase the CEO’s annual salary by an additional $25,000 per annum and to issue an additional 25,000 post-split shares of common stock. When the CEO becomes a full time employee, the Company will continue to pay all compensation earned while the CEO is working as a part-time consultant and will re-negotiate the compensation. The Company will also issue an additional 25,000 post-split shares of common stock of the Company on the first anniversary of the date on which the CEO becomes a full time employee. |
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h) Effective May 10, 2015, the Company’s reverse stock split and conversion was approved by FINRA, and the Company was assigned the temporary trading symbol of “AFFWD.” After 20 business days, the symbol will be changed to “AHIT.” The aforementioned shares have not been issued as of the date of this filing. |