Overview
Daniels Corporate Advisory
intends to provide the corporate strategy consulting services noted below, through two methods: first prior to the issuance of
additional shares in a private placement or a registered offering, Mr. Viola will loan Daniels Corporate Advisory the necessary
capital to accomplish the initial purchase of rights to be the provider of choice to offer a financial specialty called corporate
strategy to clients networks of other financial/business services companies. While rights agreements of this nature
are not typical, senior management, drawing on personal contacts, believes that offering to provide a very select service that
is very costly to create in-house and will augment other financial services already being offered/implemented by the financial/business
services firm entering into the rights agreement with Daniels Corporate Advisory, will be an acceptable addition. However,
there is no assurance that has time goes by a client may decide to enter our business and there is no provision in our agreement
to prevent that from happening. However, our senior management believes that our success with the ultimate client, the
client network member of a financial/business services client, will determine whether Daniels Corporate Advisory retains the client
or not.
The services incorporated
into corporate strategy advisory and implementation to help formulate a path for the acceleration of corporate development (growth)
include market analysis, negotiation, deal structure and determination of finance alternatives for the creation of joint-ventures,
marketing agreements, new product/creation additions and acquisitions. Daniels Corporate Advisory has a loosely organized
cadre of highly-qualified, independent contractors/consultants available to perform the necessary services to achieve the optimum
corporate strategy for a client. We will need to raise approximately $150,000 in the future to hire the most seasoned
consultants as full time senior management and/or as our advisory board. While conversations with various parties have
taken place, nothing has been finalized and there is no assurance that these funds will be raised.
A key service to be
provided to clients is their recommendation to financing options/sources and our participation in the negotiation of amounts and
terms. The average cost of financing for any one of the accelerated growth alternatives mentioned above may be below
market because of our participation, as the client may be offered in-house, short-term financing at preferential rates/terms. To
accommodate these needs, going forward, we plan to engage in our own financing in the future. We have not decided on
the amount or timing of any such financing. It is at the discretion of our sole officer, Mr. Viola, whether these funds
are offered, with the decision to participate based upon the long term growth potential of the client, its current projections
for the availability of excess cash flows for repayment of the advanced funds which would be provided by Daniels Corporate Advisory
as low interest rate loans for short term working capital additions and with the understanding Daniels Corporate Advisory will
be retained for further advisory.
Services will also
be provided in corporate financial advisory, which, like corporate strategy, is a specialized segment of corporate advisory. It
deals more with operations/cost control issues that can be done in-house with the aid of our professionals. The corporate
strategy and corporate financial advisory expertise that we will offer would be extremely expensive to do in-house by any potential
financial service firm retaining Daniels Corporate Advisory, because of the talent compensation costs involved on a full time basis. Daniels
Corporate Advisory, even though it currently lacks financing to operate on a viable scale, is still able to provide its specialized
services to its one client through our chairman, Arthur D. Viola. Also it takes time and money to organize a qualified
team that can work together, in a variety of industry environments. Daniels Corporate Advisory has already assembled
a team through verbal agreements and with no contingent compensation being offered or asked for by the interested parties, whom
are all professionals known personally by Mr. Viola. These verbal agreements may be formalized once subsequent financing
of at least $100,000 is achieved. In the interim, and going forward, should financing not be available, Mr. Viola will
personally loan funding, if necessary, to retain those professionals needed to complete the current corporate strategy assignment
and commence any other. The potential profits contemplated from the sales of appreciate equity upon completion of the
corporate strategy assignment of our one client is expected to provide adequate working capital for our internal needs for the
next assignment. Our sole officer, Mr. Viola, believes we will be cash flow positive at that time. Open communication
has transpired amongst the team over the past six months to assure it will be able to react quickly in any situation. In
addition, we may use our own in-house funds initially provided by Mr. Viola and from any potential profits from our one corporate
strategy assignment for any implementation process; something none of the potential financial/business service clients like accounting,
financial planning, estate planning, tax firms and those other firms specifically earmarked by Daniels Corporate Advisory to approach
for business will not do because of rules set up by their industry or government regulatory bodies/authorities. This
could be a costly method for Daniels Corporate Advisory to gain business, but it is believed by our senior management to be one
of the fastest ways to fill our pipeline and produce profits enabling Daniels Corporate Advisory to direct hire the most seasoned
independent contractor/consultants as additions to our senior management.
The second method Daniels
Corporate Advisory will use to provide its corporate strategy consulting services is more direct and less costly. It
will mean the development of advertising and end-user, client referrals. Name brand recognition is expected to be created
after one or two successful corporate strategy assignments and the publicizing of these events on web sites related to this specialty
and through an aggressive in-house direct-marketing campaign to micro-cap public companies.
Daniels Corporate Advisory
is operating at the present time through the corporate strategy segment of its business. Our sole officer, Mr. Viola,
is providing preliminary services to one additional client potential, in addition to our one contracted client, as we continue
to negotiate the equity portion of fee arrangements. Our one contracted client has already paid the retainer portion
of its fee and has agreed to the portion of the fee to be paid through stock participation. Once the full cash retainer
amount is paid a formal contract will be entered into between client and Daniels Corporate Advisory. The scope of the
contracted client’s corporate strategy assignment is being developed with planned additions to our staff being determined
based on the requirements to do the assignment. The shares received as part payment of the retainer will be handled
in the following manner: part will be sold off at the culmination of the advisory assignment for consultant payments and the balance
will be held in an in-house portfolio to be sold off as funds are needed for expansion in the future. Our sole officer,
Mr. Viola, expects to effectively carry out the current corporate strategy assignment through the use of his own personal reserves. In
addition, potential candidates for our advisory board are being reviewed. The merchant banking segment of our business
model will become operational if funding is raised in the future, either through loans, or by a Private Placement Offering.
As our presence in
the market place becomes more visible, through publication on client websites of our successes in our initial corporate strategy
consulting assignments coupled with an assumed resulting improvement in the client’s common stock price, added financing
options are expected to materialize for the benefit of our clients. Capital companies and high-net worth (accredited)
individuals may contact us to see if they may participate directly in subsequent assignments.
Recent Business Developments
Daniels Corporate Advisory conducts on-going
networking and business development in corporate strategy and consulting, primarily through chairman to chairman contacts.
A full range of disciplines are being offered to the nano-cap public company through this
personalized chairman to chairman networking to keep initial marketing costs at a minimum. Daniels Corporate Advisory will advises
its clients on operational strategies, market-planning, senior oversight management and financial alternatives consulting on optimum
paths for the client to take; which could include but not be limited to external growth alternatives requiring advisory on M &
A, levered transactions, capital structure, bridge loans, and equity financing. In order to effectively advise for the optimum
market value of the clients’ stock the status of the client’s common stock must be improved, if necessary
Business Strategy - Current Operational
Strategy & Current Client Projects:
Daniels creates and
implements corporate strategy alternatives for the mini-cap public or private company client. Through the singular,
full-time efforts of its Chairman and several initial independent contractor specialists working on a “when needed basis,”
soon to be full time employees, Daniels provides an outsourced talent pool of senior level executive and visionary talent on an
affordable basis for the mini-cap company. The client pays a reasonable cash upfront retainer, work- in-progress retainers
and a final cash retainer determined by results.
Daniels may provide
the client with multiple corporate strategies /opportunities including joint-ventures, marketing opportunity agreements and/or
a variety of potential acquisitions structured in LBO format. One or a combination of these strategies would allow the client to
enter new market niches or expand further into existing ones. For the public client company, our recommended consensus
is implemented through an optimum deal structure so that the possibility exists, in "One Step," for the client to achieve
the necessary financial criteria - (Net Worth and Pre-tax Earnings) for listing on a Major US Stock Exchange, (American/Small Cap
NASDAQ). The Goal: Within fourteen to twenty-four months from commencement of a Corporate Strategy Assignment, financial results
should be forthcoming and recorded in SEC Filings, a highly-credible, expanded Board and Senior Management Team assembled and the
Exchange listing process guided to completion, all by Daniels.
A similar effort will be provided to tailor
an optimum growth program for the private company client, whether it chooses to remain private or to become a public company through
alternative merger opportunities.
In addition to the
“specific need” contracted for within the Corporate Advisory Assignment, Daniels Senior Management may elect to also
create and provide implementation Advisory to the client on multiple business opportunities including but not limited to a variety
of potential acquisitions structured in LBO format. This will allow the client entry into other promising new market niches and/or
its further expansion into established ones. Every effort will be made by Daniels through all phases of an Assignment to structure
generic and/or external growth alternatives to help the client achieve the necessary financial criteria - (Net Worth and Pre-tax
Earnings) for listing on a Major US Stock Exchange, (American/Small Cap NASDAQ).
Current Project: Start-Up:
Daniels Logistics, Inc.
During our 2013 fiscal
year, (ending November 30, 2013), Daniels, performed an extensive due diligence and market-planning analysis review of the Logistics
Industry, specifically the feasibility of entrance into and profitability for a start-up company in the most profitable market-niches
in “Supply Chain Management;” The consensus results were very positive causing Daniels to create newly-incorporated
100% owned Subsidiary: “Daniels Logistics, Inc.” The subsidiary entered initial specified market niches, as Consultants
/ Advisors to clients by analyzing the segments in their Supply Chain where Daniels Logistics, Inc. (through its Independent Contractor
Logistics specialists) could network to develop/provide a lower-cost option for the client with Daniels Logistics, Inc. then also
acting in the advisory capacity of facilitator. Through its current, limited, hand-picked, client base, Daniels Logistics, Inc.
has entered selective domestic US Areas as well as some Foreign Markets; all, in the estimation of the Daniels Team, possessing
the most promise for profitability based an extensive analysis.
OPTIMUM GROWTH STRATEGY:
Twelve to Twenty four Month Horizons
for Daniels ' Objectives:
The funding received
in our recent offering should provide sufficient working capital to establish a quality, in-house Senior Management Team and to
provide retainers for our outsourced independent contractor advisors for one micro-cap public company client (to be added and advised)
and to fund the development/expansion of Daniels Logistics, Inc., our wholly owned subsidiary. We plan to expand our logistics
subsidiary profitable niches within the supply chain management segment of the Transportation Industry. We intend to keep this
Offering open until December 31, 2014, should that be necessary, in order to raise the necessary
funding to implement our two pronged growth strategy.
Daniels' believes that
the validity of our corporate strategy model will be proven through the success of its newly-formed subsidiary, Daniels Logistics,
Inc. We intend to use our publicly traded common stock, in a variety of securities packages, to finance a subsidiary start-up, initially for generic sales growth
prospects. Potential exit strategies, which will be developed for optimizing the potential of the subsidiary and a return on corporate
capital, could include bringing the subsidiary public or merging it with a public company operating in one of the more profitable
niches of the specific market. This same corporate strategy model will be applied to any independent mini-cap public client. The
client will experience a very limited dilution financing option provided primarily from capital raised in this Offering.
We believe our business
model to be scalable. Based upon the success of the initial corporate strategy consulting assignments and/or the development of
its own subsidiary and its ultimate launch in the public market; Daniels could achieve the critical mass, itself, for listing of
our common stock on a major stock exchange. We would then achieve one of our main goals as a provider of corporate strategy advisory
and low-cost financing for strategy implementation for our clients.
Sales and Marketing
Daniels senior management will
concentrate its efforts to expand its corporate strategy advisory and consulting (for implementation of assignment results) services
and related specialties in the nano-cap segment of the public market, where Daniels believes it will be effective. Marketing
efforts will increase through social and print media efforts and will be in addition to those methods already mentioned above. Daniels
objective is to create and help manage implementation of accelerated expansion strategies; in so doing it may from time to time
provide investment in a client company to help achieve the optimum results.
Competition
We believe that existing and new competitors will continue to improve their services and introduce new services with competitive price and
performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market
share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales
and overall profitability could be reduced in either case. In addition, competitors may enter our existing markets,
or we may be unable to compete successfully against existing or new competition.
The corporate financial
services merchant banking/private equity industries are very competitive and fragmented in the market niche in which Daniels Corporate
Advisory operates. There are limited barriers to entry and new competitors frequently enter the market. A significant number of
our competitors possess substantially greater resources than we possess. Additionally, we face substantial competition for potential
clients and for technical and professional personnel from providers of similar financial specialties, which range from giant national
companies headquartered on Wall Street to local well known affiliates of some of the largest accounting firms in the United States.
Large national companies
that offer corporate financial consulting and merchant banking services capabilities could easily expand into the nano cap niche
intended for occupation by Daniels Corporate Advisory. Other companies with whom we compete include the affiliates of well known,
national accounting firms. Numerous, local, owner-operated finder entities and their capital referral networks are also competitors,
and each geographical market generally has many competitors. National and regional consulting firms also offer similar financial
advisory services and capital networking advice. In addition, we will always be exposed to the risk that certain of our prospective
clients will decide to hire. Full-time senior corporate development, market-planning and finance executives who can provide the
relevant services internally.
An investment in our
Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons who are able
to afford a loss of their entire investment. In evaluating our business, prospective investors should carefully consider the following
risk factors in addition to the other information included in this Annual Report.
Risks Relating to Our Business
We have a limited operating history
which may not serve as an adequate basis to judge our future prospects and results of operations.
Daniels Corporate Advisory
Company, Inc., which was incorporated on August 22, 2002, has a limited operating history upon which an evaluation of our future
performance and prospects can be made. We are an early-stage operating company with limited revenue history. Our prospects must
be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of
a new business. As an early-stage operating company
,
Daniels Corporate Advisory faces risks and uncertainties relating to
its ability to successfully implement its business plan, which are described in more detail below.
Since inception, as
a subsidiary of INfe Human Resources, Inc., Daniels Corporate Advisory has always been an operating company, furnishing its advisory
to all phases of operations, finance and in the management of the staffing industry roll-up for its parent company for which revenues
were eliminated during consolidations. During our existence, we have booked approximately $100,000 in revenues. Following the spin-off,
we expect that we will be able to practice our specialties and be paid at the going consultation rate instead of at the much lower
rates of the past.
Limited revenues and ongoing losses.
Since inception, Daniels Corporate Advisory
has generated approximately limited revenue. Daniels earnings potential would have been greater; however, its focus had been in
a financial advisory capacity to its parent company INfe Human Resources, which concentrated in Staffing and Executive Placements
Industries. Daniels was spun off to concentrate on its core Corporate Strategy consulting business.
Our business strategy is unproven and
our prospects must be considered speculative.
Our business strategy
is unproven, and we may not be successful in addressing early stage challenges, such as establishing our position in the market
and developing effective marketing of our services. To implement our business plan, capital may be provided from existing and possibly
new consulting business revenue and through outside financing. We have not yet located additional financing to implement our business
plan in its entirety. Initial growth may be very limited and based solely on compensation from a small, existing, consulting assignment
with no guarantee of obtaining additional assignments over the next twelve months. The other potential growth segment of our business
plan, the acquisition of marketing rights for our services through the client networks of other Business Services Companies, will
only occur if we can obtain outside financing. Internally generated funds, alone, will not be sufficient to implement this phase
of our business plan.
Our prospects must
be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new
business, specifically the risks inherent in developmental stage companies. We expect to continue to incur significant operating
and capital expenditures and, as a result, we expect significant net losses in the future. It is possible that we will not be able
to achieve profitable operations or, if profitability is achieved, that it will be maintained for any significant period, or at
all.
Our auditors have stated we may not
be able to stay in business.
Our auditors have issued
a going concern opinion, which means that there is doubt that we can continue as an ongoing business for the next 12 months. Unless
we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The JOBS Act allows us to delay the
adoption of new or revised accounting standards that have different effective dates for public and private companies.
Since, we have elected
to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS
Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for
public and private companies until those standards apply to private companies. As a result of this election, our financial statements
may not be comparable to companies that comply with public company effective dates.
We have different disclosure requirements
than other public companies as an Emerging Growth Company(EGC).
Pursuant to Section
107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) which was signed into law on April 5, 2012, we have
elected to claim the exemption provided to emerging growth companies.
The JOBS Act provides
an “IPO on ramp” for “emerging growth companies” (a newly created category of issuer under the Securities
Act), which are issuers with annual gross revenues of less than $1 billion during the most recently completed fiscal year. Emerging
growth companies may take advantage of the scaled disclosure requirements that already have been available to “smaller reporting
companies” (defined by the Securities Act as companies having a public float of less than $75 million). The scaled disclosure
includes a requirement to include only two, rather than three, years of audited financial statements in the issuer’s initial
public offering (“IPO”) registration statement and, during the “IPO on ramp” period, the ability to omit
the auditor’s attestation on internal control over financial reporting required by the Sarbanes-Oxley Act of 2002.
Also during the “IPO
on ramp” period, emerging growth companies would not need to submit say-on-pay votes to their stockholders (including say-on-pay
frequency or golden parachute votes) and would face more limited executive compensation disclosure requirements than larger companies.
We may not be successful in the implementation
of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.
Daniels Corporate Advisory
is engaged in the business of offering corporate financial consulting services and merchant banking services.
We do not know whether
we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be
successful. In assessing our ability to meet these challenges, a potential investor should take into account our lack of operating
history, our management’s relative inexperience, the competitive conditions existing in our industry and general economic
conditions. Our growth is largely dependent on our ability to successfully implement our business strategy. Our revenues may be
adversely affected if we fail to implement our business strategy or if we divert resources to a business strategy that ultimately
proves unsuccessful.
Our service offerings may not be accepted.
We constantly seek
to modify our service offerings to the marketplace. As is typically the case evolving service offerings, anticipation of demand
and market acceptance are subject to a high level of uncertainty. The success of our service offerings primarily depends on the
interest of our customers. In general, achieving market acceptance for our services will require substantial marketing efforts
and the expenditure of significant funds, which we may not have available, to create awareness and demand among customers.
We
have limited marketing experience, and have extremely limited financial, personnel and other resources to undertake extensive marketing
activities. Accordingly, we are uncertain as to the acceptance of any of our services or our ability to generate the revenues necessary
to remain in business.
Risks associated with our ability to
manage expansion as a result of acquisitions.
The growth of our business
depends in large part on our ability to manage expansion, control costs in our operations and consolidate acquisitions into existing
operations. This strategy will entail reviewing and potentially reorganizing acquired operations, corporate infrastructure and
system and financial controls. Unforeseen expenses, difficulties, complication and delays frequently encountered in connection
with the rapid expansion of operations could inhibit our growth and adversely affect our financial condition, results of operations
or cash flow.
Risks associated with our inability
to identify suitable acquisition candidates.
We may be unable to
identify acquisition candidates that would result in the most successful combinations or be unable to consummate acquisitions on
acceptable terms. The magnitude, timing and nature of future acquisitions will depend upon various factors, including our success
in establishing the corporate development “pilot programs” for consulting clients as a viable means of growth acceleration,
the availability of suitable acquisition candidates that have the client base suitable for cross-marketing opportunities, the negotiation
of acceptable terms, our financial capabilities, the availability of skilled employees to manage acquired companies and general
economic and business conditions.
We may be unable to obtain financing
for the acquisitions that are available to us.
We are currently attempting
to obtain financing for our corporate financial consulting and merchant banking services lines of business as well as for acquisition
opportunities which could result in material dilution to our existing stockholders. We may be unable to obtain adequate financing
for further development of our proposed services and for any acquisition for cross-marketing of services purposes, or that, if
available, such financing will be on favorable terms.
Our future financial results are uncertain
and our operating results may fluctuate, due to, among other things, consumer trends, seasonal fluctuations and market demand.
As a result of our
short and sporadic operating history, it is difficult to accurately forecast our revenue. Further, we have little historical financial
data upon which to base planned operating expenses. We base our current and future expense levels on our operating plans and estimates
of future expenses. Our expenses are dependent in large part upon expenses associated with our proposed marketing expenditures
and related overhead expenses, and the costs of hiring and maintaining qualified personnel to carry out our respective services.
Sales and operating results are difficult to forecast because they will depend on the growth of our customer base, changes in customer
demands and consumer trends, the degree of utilization of our advertising services as well as the mix of services and services
sold. As a result, we may be unable to make accurate financial forecasts and adjust our spending in a timely manner to compensate
for any unexpected revenue shortfall. This inability could cause our net losses in a given quarter to be greater than expected.
We rely on the services of Arthur D.
Viola.
Our business relies
on the efforts and talents of our sole officer and director, Arthur D. Viola. The loss of his services could adversely affect the
operations of our business, and could have a very negative impact on our ability to fulfill on our business plan.
The directors and management
of publicly quoted corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder
claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities
laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors
and management are also becoming increasingly concerned with the availability of directors' and officers’ liability insurance
to pay on a timely basis the costs incurred in defending such claims. We currently do carry limited directors' and officers’
liability insurance. Directors' and officers’ liability insurance has recently become much more expensive and difficult to
obtain. If we are unable to continue or provide directors' and officers’ liability insurance at affordable rates or at all,
it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.
We may lose potential
independent board members and management candidates to other companies that have greater directors' and officers’ liability
insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer
more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations
and liabilities as well as increased exposure to such risks. As a company with limited operating history and resources, we will
have a more difficult time attracting and retaining management and outside independent directors than a more established company
due to these enhanced duties, obligations and liabilities.
We may fail to establish and maintain
strategic relationships.
We believe that the
establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter into
strategic alliances. We may not be able to enter into these strategic partnerships on commercially reasonable terms, or at all.
Even if we enter into strategic alliances, our partners may not attract significant numbers of customers or otherwise prove advantageous
to our business. Our inability to enter into new distribution relationships or strategic alliances could have a material and adverse
effect on our business.
We may incur significant costs to ensure
compliance with U.S. corporate governance and accounting requirements.
We may incur significant
costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable
rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and
costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain
director and officers’ liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified
individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments
with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or
the timing of such costs.
Risks Relating to Our Stock
Arthur
D. Viola owns 100,000 shares of our super voting preferred stock entitling him to the right to vote 50,000,000 shares of our common
stock in any election or event. This concentration of ownership could discourage or prevent a potential takeover of Daniels Corporate
Advisory that might otherwise result in your receiving a premium over the market price for your common stock.
Arthur D. Viola owns
100,000 shares of our super voting preferred stock entitling him to the right to vote 50,000,000 shares of our common stock in
any election or event. This concentration of ownership and voting rights could discourage or prevent a potential takeover of Daniels
Corporate Advisory that might otherwise result in your receiving a premium over the market price for your common stock.
Mr. Viola owns 2,454,500
shares of our common stock as well as I 00,000 shares of the Daniels Corporate Advisory preferred stock which has voting rights
equal to 500 shares of the Daniels Corporate Advisory common stock for every one share of Daniels Corporate Advisory preferred
stock held, which equates to common stock voting rights of 52,454,500 shares of the Daniels Corporate Advisory common stock which
amount exceeds our current outstanding shares of common stock. The result of Mr. Viola 's the ownership and voting rights to our
common stock allows Mr. Viola to have voting control on all matters submitted to our stockholders for approval and to be able to
control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control,
and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover
of Daniels Corporate Advisory that might otherwise result in your receiving a premium over the market price for your common stock.
We may need to raise
additional capital. If we are unable to raise necessary additional capital, our business may fail or our operating results and
our stock price may be materially adversely affected.
Because we are a newly
operational company, we need to secure adequate funding. Selling additional stock, either privately or publicly, would dilute the
equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions
that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail our operations and
our business would fail.
Our issuance of additional
common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have
a negative impact on the market price of our common stock.
As a consequence, there
may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature
issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse
effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop
or be sustained, or that trading levels will not continue.
Pink Quote, informally
known as the “Pink Sheets,” is an electronic quotation system operated by Pink OTC Markets that displays quotes from
broker-dealers for many over-the-counter securities. These securities tend to be inactively quoted stocks, including penny stocks
and those with a narrow geographic interest. Market makers and other brokers can use Pink Quote to publish their bid and ask quotation
prices. The term Pink Sheets is also used to refer to a market tier within the current Pink Quote system.
The Pink Sheets is
not a stock exchange. To be quoted in the Pink Sheets, companies do not need to fulfill any requirements (
e.g
., filing financial
statements with the SEC). The companies quoted in the Pink Sheets tend to be closely held, extremely small, thinly quoted, or bankrupt.
Most do not meet the minimum U.S. listing requirements for trading on a stock exchange such as the New York Stock Exchange. Many
of these companies do not file periodic reports or audited financial statements with the SEC, making it very difficult for investors
to find reliable, unbiased information about those companies.
The OTCBB is a quotation
service for the Financial Industry Regulatory Authority (“FINRA”) market makers, and not an issuer listing service
or securities market. There are no listing requirements that must be met by an OTCBB issuer. Accordingly, there are no financial
requirements and there is no minimum bid price requirement.
OTCBB companies are
not considered to be “listed.” There are, however, certain requirements an issuer must meet in order for its securities
to be eligible for a market maker to enter a quotation on the OTCBB. In order for a security to be eligible for quotation by a
market maker on the OTCBB, the security must be registered with the Securities and Exchange Commission or other federal regulatory
authority that has proper jurisdiction and the issuer must be current in its required filings with such federal authority.
The stated listing
requirements for the OTCBB are as follows:
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Fully reporting with the Securities and Exchange Commission;
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Not a black check or inactive company;
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Minimum of 40 stockholders of record holding at least 100 shares each (note: this number is informal
and has been moving up);
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Directors, officers, and stockholders will be scrutinized for previous involvements in other OTCBB
companies, in particular, blank check companies; and
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Must have a market maker submit a Rule 15c211 application to FINRA and agree to act as market maker
for securities of company.
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Investors should understand
that their shares of our common stock will not become “free-trading” merely because Daniels Corporate Advisory is a
publicly-quoted company. In order for the shares to become “free-trading,” the shares must be registered, or entitled
to an exemption from registration under applicable law. See “Shares Eligible for Future Sale.”
We may need to raise
additional capital. If we are unable to raise necessary additional capital, our business may fail or our operating results and
our stock price may be materially adversely affected.
Because we are a newly
operational company, we need to secure adequate funding. Selling additional stock, either privately or publicly, would dilute the
equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions
that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail our operations and
our business would fail.
Our issuance of additional
common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have
a negative impact on the market price of our common stock.
Our sole director,
Mr. Viola,
may generally issue shares of common stock to pay for debt or services, without
further approval by our stockholders based upon such factors as our board of directors may deem relevant at that time. It is likely
that we will issue additional securities to pay for services and reduce debt in the future. It is possible that we will issue additional
shares of common stock under circumstances we may deem appropriate at the time.
We have never paid
or declared any dividends on our common stock.
We have never paid
or declared any dividends on our common stock. Likewise, we do not anticipate paying, in the near future, dividends or distributions
on our common stock or our common stock to be sold in this offering. Any future dividends will be declared at the discretion of
our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations and
growth, and other facts as we may then deem appropriate.
Our directors have
the right to authorize the issuance of shares of our preferred stock and additional shares of our common stock.
Our sole director,
Mr. Viola, within the limitations and restrictions contained in our articles of incorporation and without further action by our
stockholders, has the authority to issue shares of preferred stock from time to time in one or more series and to fix the number
of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other
preferences, special rights and qualifications of any such series. We have no intention of issuing shares of preferred stock at
the present time. Any issuance of shares of preferred stock could adversely affect the rights of holders of our common stock.
Should we issue additional
shares of our common stock at a later time, each investor’s ownership interest in our stock would be proportionally reduced.
No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
Our shares are quoted
on the Pink Sheets or the OTCBB, and we fail to remain current in our reporting requirements, we could be removed from the OTCBB,
which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities
in the secondary market.
Companies whose shares
are quoted for sale on the OTCBB and some whose shares are quoted for sale on the Pink Sheets must be reporting issuers under Section
12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation
privileges on the Pink Sheets and OTCBB. If our shares become publicly quoted and our shares are quoted for sale on the OTCBB,
and we fail to remain current in our reporting requirements, we could be removed from the OTCBB. As a result, the market liquidity
for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability
of stockholders to sell their securities in the secondary market.
The market price for
our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly quoted public
float, limited operating history and lack of net revenues which could lead to wide fluctuations in our share price. The price at
which you purchase our common stock may not be indicative of the price that will prevail in the trading market.
The market for our
common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price
will be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price would be attributable
to a number of factors. First, as noted above, the shares of our common stock will likely be sporadically and/or thinly quoted.
As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately
influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in
the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to
a seasoned issuer which could better absorb those sales without adverse impact on its share price.
Secondly, we will most
likely be a speculative or “risky” investment due to our dependence on an initial flow of corporate consulting assignments
and their implementation producing positive results to attract new clients. As a consequence of this enhanced risk, more risk-adverse
investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more
inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned
issuer.
As a consequence, there
may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature
issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse
effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop
or be sustained, or that current trading levels will continue.
Shares eligible for future sale by our current
stockholders may adversely affect our stock price.
The sale of a significant
number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately
before such shares are offered. In addition, sales of substantial amounts of common stock, including shares issued upon the exercise
of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the
prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our
securities.
Our issuance of additional common stock
in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative
impact on the market price of our common stock.
Our sole director,
Mr. Viola, may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders
based upon such factors as Mr. Viola may deem relevant at that time. We have issued shares of our common stock in payment for services
in the past. It is likely that we will issue additional securities to pay for services and reduce debt in the future. It is possible
that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.
Anti-takeover
provisions may impede the acquisition of Daniels Corporate Advisory.
Certain provisions
of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.
These provisions are intended to encourage any person interested in acquiring Daniels Corporate Advisory to negotiate with, and
to obtain the approval of, our sole director, Mr. Viola, in connection with such a transaction. As a result, certain of these provisions
may discourage a future acquisition of Daniels Corporate Advisory, including an acquisition in which the stockholders might otherwise
receive a premium for their shares.
You may be unable to sell your common stock at or above your
purchase price, which may result in substantial losses to you.
The following factors
may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating
results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital
commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the
market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to
what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain
the current market price, or as to what effect the sale of shares or the availability of common stock for sale at any time will
have on the prevailing market price.
We may need to raise additional capital. If we are unable
to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely
affected.
We may need to secure
adequate funding. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our proposed
products and our business will most likely fail. We do not have commitments for additional financing. To secure additional financing,
we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. We may be unable
to secure additional financing on favorable terms or at all.
Selling additional
stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow more money, we will have
to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate
financing, we may have to curtail business operations, which would have a material negative effect on operating results and most
likely result in a lower stock price.
If our shares become publicly quoted, an active trading market
in our shares may not be sustained.
If our shares become
publicly quoted, an active trading market in our shares may not be sustained. Factors such as those discussed in this “Risk
Factors” section may have a significant impact upon the market price of the securities to be distributed by us. Many brokerage
firms may not be willing to participate in transactions in a security if a low price develops in the trading of the security. Even
if a purchaser finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, state
transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit
the use of our securities as collateral for any loans.
If our shares become publicly quoted, our common stock will
most likely be subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market
in our common stock will be limited, which would make transactions in our stock cumbersome and may reduce the investment value
of our stock.
If our shares become
publicly quoted, our shares of common stock will most likely be “penny stocks” because they most likely will not be
registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities
association, pursuant to Rule 3a51-1(a) under the Exchange Act. For any transaction involving a penny stock, unless exempt, the
rules require:
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That a broker or dealer approve a person’s account for transactions in penny stocks; and
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That the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
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The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating
to the penny stock market, which, in highlight form:
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Sets forth the basis on which the broker or dealer made the suitability determination; and
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That the broker or dealer received a signed, written agreement from the investor prior to the transaction.
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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.
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.
The market for penny stocks has suffered in recent years
from patterns of fraud and abuse.
Stockholders should be aware that, according to SEC Release
No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
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Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
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Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and
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The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with consequential investor losses.
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Our management is aware
of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate
the behavior of the market or of broker-dealers who participate in the market, if our shares become publicly quoted, management
will strive within the confines of practical limitations to prevent the described patterns from being established with respect
to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.
Subscriptions to purchase shares in
this offering are irrevocable and will be immediately available for our use without any escrow.
The execution of a
subscription agreement by an investor constitutes a binding offer to purchase shares of our common stock. Once an investor subscribes
for our shares, the investor will not be able to revoke his subscription. As stated elsewhere herein, the proceeds from the sale
of our shares will not be subject to any escrow, but will be immediately available for our use. Consequently, those investors who
purchase shares earlier in the offering will be substantially more at risk than those investors who purchase later in the offering,
inasmuch as the later investors will have had the opportunity to assess the success of the offering before making an investment.
In no event will the subscribed amounts be returned to investors.
RISKS RELATED TO OUR BUSINESS DURING
SLOW ECONOMIC ACTIVITY
Our business environment
including potential real estate projects are running at an extremely slow economic pace and may continue to do so for the foreseeable
future. Our prospects must be considered within that framework and in light of the risks, expenses, delays, problems and difficulties
frequently encountered in the re-establishment of a business. As such, we face risks and uncertainties relating to our ability
to successfully implement our business plan.
WE HAVE AN ACCUMULATED DEFICIT AND MAY
CONTINUE TO HAVE LOSSES IN THE FUTURE, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR OPERATIONS
Since inception, we
have generated an accumulated deficit of $4,848,909 as of November 30, 2013. We are increasing development, growth and acquisition
activity which will result in increased expenses which could result in additional losses in the next 12 months. These losses could
continue until such time, as we are able to generate sufficient revenues to finance our operations and the costs of continuing
expansion. As of November 30, 2013, we had cash and cash equivalents of $2,809.
OUR AUDITORS ISSUED A GOING CONCERN
OPINION WHICH MEANS WE MAY NOT BE ABLE TO ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Our auditors issued
a going concern opinion for the fiscal years ended November 30, 2014 and November 30, 2013. This means that there is substantial
doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we cannot raise additional
capital or generate sufficient revenues to operate profitably, we may have to suspend or cease operations. If that occurs, you
will lose your investment.
WE MAY NEED TO RAISE ADDITIONAL FUNDS
IN THE FUTURE FOR OUR OPERATIONS AND IF WE ARE UNABLE TO SECURE SUCH FINANCING, WE MAY NOT BE ABLE TO SUPPORT OPERATIONS
.
Future events, including
the problems, delays, expenses and difficulties frequently encountered by growing companies, may lead to cost and expense increases
that could make our revenues insufficient to support our operations and business plans. We may seek additional capital, including
an offering of our equity securities, an offering of debt securities or obtaining financing through a bank or other entity. We
have not established a limit as to the amount of debt we may incur nor have we adopted a ratio of our equity to a debt allowance.
If we need to obtain additional financing, there is no assurance that financing will be available from any source, that it will
be available on terms acceptable to us, or that any future offering of securities will be successful.
We may seek additional
financing which may result in the issuance of additional shares of our common stock and/or rights to acquire additional shares
of our common stock. The issuance of our common stock in connection with such financing may result in substantial dilution to the
existing holders of our common stock who do not have anti-dilution rights. Those additional issuances of our common stock would
result in a reduction of an existing holder's percentage interest in Broadleaf Capital Partners, Inc.. Our business, financial
condition and results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.
OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME
AND MAY FLUCTUATE SIGNIFICANTLY.
There has been a limited
public market for our common stock, and an active trading market for our common stock may not develop. As a result, this could
reduce our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced,
and is likely to experience in the future, significant price and volume fluctuations which could reduce the market price of our
common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in
our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our
common stock to fluctuate substantially.
OUR COMMON STOCK IS DEEMED A "PENNY
STOCK," WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.
The Securities and
Exchange Commission or SEC has adopted regulations which generally define “penny stock” to be an equity security that
has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock on the Bulletin
Board has been substantially less than $5.00 per share and therefore we are currently considered a “penny stock” according
to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the
transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase
the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the
liquidity of the public market for our shares.
NEVADA LAW AND OUR CERTIFICATE OF INCORPORATION
MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS WHICH COULD RESULT IN LIABILITY FOR INFE AND NEGATIVELY IMPACT OUR LIQUIDITY
OR OPERATIONS.
Nevada law provides that our officers and
directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and
directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our
business to the fullest extent provided or allowed by law. These exculpation provisions may have the effect of preventing stockholders
from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The
indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including
claims arising out of their negligence, poor judgment, or other circumstances.
SINCE WE HAVE NOT PAID ANY DIVIDENDS
ON OUR COMMON STOCK AND DO NOT INTEND TO DO SO IN THE FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN
ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE MARKET PRICE OF OUR COMMON STOCK.
We have never paid, and have no intentions
in the foreseeable future to pay, any cash dividends on our common stock. Therefore an investor in our common stock, in all likelihood,
will only realize a profit on his investment if the market price of our common stock increases in value.
IF WE FAIL TO MAINTAIN AN EFFECTIVE
SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS. AS A RESULT, CURRENT AND POTENTIAL
STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH COULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR COMMON
STOCK.
We are subject
to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission as required by Section 404(a) of
the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s
internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness
of the company’s internal controls over financial reporting. Since our election to be treated as an emerging growth company
we are exempt from Section 404(b) which is an independent registered public accounting firm attesting to and reporting on management’s
assessment of the effectiveness of the company’s internal controls over financial reporting. These applicable requirements
may first apply to our annual report on Form 10-KSB for the fiscal year ending December 31, 2002. Our management may conclude that
our internal controls over our financial reporting are not effective. Moreover, even if our management concludes that our internal
controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest
to our management’s assessment or may issue a report that is qualified if they are not satisfied with our controls or the
level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently
from us.
Our reporting obligations
as a public company will place a significant strain on our management, operational and financial resources and systems for the
foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude
that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover, effective internal
controls over financial reporting are necessary for us to produce reliable financial reports and are important to help prevent
fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the
loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively
impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs and use significant
management time and other resources in an effort to comply with Section 404(a) and other requirements of the Sarbanes-Oxley Act.
As of the date of this prospectus we do not have an estimate of the costs to the company of compliance with the Act.
We are preparing for
compliance with Section 404(a) by strengthening, assessing and testing our system of internal controls to provide the basis for
our report. The process of strengthening our internal controls and complying with Section 404(a) is expensive and time consuming,
and requires significant management attention. We cannot be certain that these measures will ensure that we will maintain adequate
controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business, our internal controls
will become more complex and will require significantly more resources to ensure our internal controls overall remain effective.
Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure
of that fact, even if quickly remedied, could reduce the market's confidence in our financial statements and harm our stock price.
INVESTORS IN OUR SECURITIES MAY SUFFER DILUTION.
The issuance of shares
of our common stock, or shares of our common stock underlying warrants, options or preferred stock will dilute the equity interest
of existing stockholders who do not have anti-dilution rights and could have a significant adverse effect on the market price of
our common stock. The sale of our common stock acquired at a discount could have a negative impact on the market price of our common
stock and could increase the volatility in the market price of our common stock. We may seek additional financing which may result
in the issuance of additional shares of our common stock and/or rights to acquire additional shares of our common stock. The issuance
of our common stock in connection with such financing may result in substantial dilution to the existing holders of our common
stock who do not have anti-dilution rights. Those additional issuances of our common stock would result in a reduction of an existing
holder's percentage interest in Daniels Corporate Advisory, Inc.. Our business, financial condition and results of operations could
suffer adverse consequences if we are unable to obtain additional capital when needed.