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:
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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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[X]
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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):
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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 amend the Company’s pending 1 for 500 reverse split to 1 for 2,500 (the “Amended Amended
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 June 6, 2016.
In
effecting the Amended Reverse Split, we are consolidating the number of our outstanding shares of common stock on a ratio of 1
share for every 2,500 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
Amended 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 Amended
Reverse Split will be on or about June 27, 2016.
RECORD
DATE, VOTE REQUIRED AND RELATED INFORMATION
If
the Amended 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 Amended 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 Amended 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 Amended 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 June 6, 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 Amended Reverse Split. The persons that have consented to the Amended Reverse
Split hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights
to approve the Amended Reverse Split.
REVERSE
STOCK SPLIT
On
June 6, 2016, our board of directors and holders of a majority in interest of our voting capital stock approved an amendment of
the Company’s pending 1 for 500 reverse split to a 1 for 2,500 reverse split of our common shares (“Amended 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 Amended Reverse Split, each shareholder of record as of June 6, 2016, will receive one (1) share of common stock
for each two thousand five hundred (2,500) shares of common stock they held prior to the Amended 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 Amended 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 June 6, 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 June 6, 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 June 6, 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 Amended 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 Amended 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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June
13, 2016
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