UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14C
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary
information statement
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive
information statement
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DANIELS
CORPORATE ADVISORY COMPANY, INC.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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DANIELS
CORPORATE ADVISORY COMPANY, INC.
Parker
Towers (12B)
104-60
Queens Blvd.
Forest
Hills, New York 11375
PRELIMINARY
INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY,
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This
Information Statement is furnished to the stockholders of Daniels Corporate Advisory Company, Inc., a Nevada corporation (the
“Company”), in connection with action taken by our board of directors and the holders of a majority in interest of
our voting capital stock to approve a reverse split of our outstanding common shares (“Reverse Split”). The foregoing
action has been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting
of our outstanding common stock, as well as our board of directors, by written consent on May 19, 2016. We anticipate that a copy
of the Definitive Information Statement will be mailed to our shareholders as of the date it is filed definitive.
In
effecting the Reverse Split, we are consolidating the number of our outstanding shares of common stock on a ratio of 1 share for
every 500 shares issued and outstanding as of the record date set forth below. We will not issue fractional shares and will round
each fractional share up to the nearest whole share.
The
Reverse Split will be effected as of the date it is filed definitive, but, under federal securities laws, is not effective until
at least 20 days after the mailing of this Information Statement. We anticipate that the effective date for the Reverse Split
will be on or about June 9, 2016.
RECORD
DATE, VOTE REQUIRED AND RELATED INFORMATION
If
the Reverse Split was not adopted by majority written consent, it would have been required to be considered by our stockholders
at a special stockholders’ meeting convened for the specific purpose of approving this matter. The elimination of the need
for a special meeting of stockholders to approve the Reverse Split is made possible by Section 78.320 of Nevada Revised Statutes
(the “NRS”), which provides that the written consent of the holders of outstanding shares of voting capital stock,
having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to the NRS,
a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Reverse Split. In order
to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was
in the best interests of all of our shareholders that the Reverse Split be adopted by majority written consent and this Information
Statement to be mailed to all stockholders as notice of the action taken.
The
record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders
entitled to vote, is the close of business on May 19, 2016 (the “Record Date”). As of the Record Date, we had outstanding:
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(i)
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2,531,756,136
shares of common stock.
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(ii)
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100,000
shares of Super-Voting Preferred Stock which are entitled to 66 2/3 of the vote, and may vote with holders of the Company’s
Common Stock on all matters which common stockholders may vote.
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The
transfer agent for our common stock is Transfer Online, Inc., 512 SE Salmon Street, Portland, OR 97214.
NO
MEETING OF STOCKHOLDERS REQUIRED
We
are not soliciting any votes in connection with the Reverse Split. The persons that have consented to the Reverse Split hold a
majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve
the Reverse Split.
REVERSE
STOCK SPLIT
On
May 19, 2016, our board of directors and holders of a majority in interest of our voting capital stock approved a 1-for 500 reverse
split of our common shares (“Reverse Split”). This approval is anticipated to be effective 20 days after this Information
Statement has been distributed to our shareholders.
As
a result of the Reverse Split, each shareholder of record as of May 19, 2016, will receive one (1) share of common stock for each
five hundred (500) shares of common stock they held prior to the Reverse Split, provided however, that fractions of a share shall
be rounded up to the nearest whole share.
Our
board of directors believes that the Reverse Split is advisable and in the best interests of the Company and its stockholders
to allow the Company to execute a new business plan and position itself to raise additional investment capital, if needed.
PLANS,
ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON
STOCK
We
have discussed the possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management
services, debt settlement, and incentive plans for new employees. We do not have any agreements, arrangements, or understandings
yet with respect to any further issuances of shares of common stock, but it is likely that we will issue more common stock up
to the amount of common stock authorized by our Articles of Incorporation. Any material common stock issuances will be disclosed
in accordance with the disclosure requirements of the Securities Exchange Act of 1934.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to
us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a
group, as of May 19, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment
power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table
has sole voting and investment power and has the same address as us. Our address is Parker Towers, 104-60, Queens Boulevard, 12th
Floor, Forest Hills, New York 92130. As of May 19, 2016, we had 2,531,756,136 shares of common stock, and 100,000 shares of Super-Voting
Preferred Stock issued and outstanding. The Super-Voting Preferred Stock collectively holds 66 2/3 of the vote, and may vote together
with holders of the Company’s common stock. The following table describes the ownership of our voting securities (i) by
each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own
beneficially more than 5% of our common stock or any shares of our preferred stock.
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Amount and Nature of Beneficial Ownership
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Name
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Sole
Voting and
Investment
Power
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Options
Exercisable
Within
60 Days
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Other
Beneficial
Ownership
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Total
(1)
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Percent
of Class
Outstanding
(2)
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Arthur Viola
(3)
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31,000,000
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-
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-
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31,000,000
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1.22
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%
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All current directors and executive officers as a group (1 person)
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31,000,000
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-
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31,000,000
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1.22
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%
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*
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Indicates
less than one percent.
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(1)
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The
calculation of total beneficial ownership for each person in the table above is based upon the number of shares of common
stock beneficially owned by such person, together with any options, warrants, rights, or conversion privileges held by such
person that are currently exercisable or exercisable within 60 days.
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(2)
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Based
on 2,531,756,136 shares of our common stock, par value $0.001 per share, outstanding as of May 19, 2016.
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(3)
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Sole
Director, Chief Executive Officer, Chief Financial Officer and controlling shareholder of the Company. In addition to the
shares of common stock shown above, Mr. Viola holds 100,000 shares of Super-Voting Preferred Stock which collectively hold
66 2/3% of the vote. If the votes of the Super-Voting Preferred Stock are taken into account, Mr. Viola would beneficially
hold 67.08% of the voting securities of the Company.
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NO
DISSENTER’S RIGHTS
Under
the NRS, stockholders are not entitled to dissenter’s rights of appraisal with respect to the Reverse Split.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested us to include any additional proposals in this Information Statement.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No
officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other
than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Reverse Split.
ADDITIONAL
INFORMATION
We
file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports,
as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and
copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at
http://www.sec.gov
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DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions
from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information
Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can
notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request
to us at Parker Towers (12B), 104-60 Queens Blvd, Forest Hills, New York 11375, or by calling us at (347) 242-3148. A security
holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address
for all future information statements and proxy statements, if any, and annual reports of the Company.
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BY
ORDER OF THE BOARD OF DIRECTORS
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OF
DANIELS CORPORATE ADVISORY COMPANY, INC.
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/s/
Arthur Viola
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Arthur
Viola
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Chief
Executive Officer
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May
26, 2016
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