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] |
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 |
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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Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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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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Proposed
maximum aggregate value of transaction: |
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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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Amount
Previously Paid: |
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Form,
Schedule or Registration Statement No.: |
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Filing
Party: |
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Date
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DANIELS
CORPORATE ADVISORY COMPANY, INC.
Parker
Towers, 104-60
Queens
Boulevard
12th
Floor
Forest
Hills, New York 92130
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, in connection
with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect a
restatement of our Articles of Incorporation (“Restatement”) to increase the authorized common and preferred shares,
and to decrease the par value of all classes of common and preferred stock. The foregoing actions have 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, Super
Voting Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock as well as our board of directors, by written consent
on January 14, 2016. We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as
of the date hereof. We have attached a copy of the Restatement to this Information Statement for your reference.
RECORD
DATE, VOTE REQUIRED AND RELATED INFORMATION
If
the Restatement were 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 the Restatement. The elimination of the
need for a special meeting of stockholders to approve the Restatement 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 Restatement. 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 Restatement t 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 January 14, 2016 (the “Record Date”). As of the Record Date, we had
outstanding:
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323,001,887
shares of common stock; and |
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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; |
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 Restatement. The persons that have consented to the Restatement hold a majority
of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve the Restatement.
RESTATEMENT
OF ARTICLES OF INCORPORATION
We
are amending and restating our Articles of Incorporation in their entirety to make the following changes:
Change
in Authorized Common Stock. We are increasing the authorized common stock to five billion.
Change
in Authorized Preferred Stock. We are increasing the authorized common stock to fifty million.
Change
in Par Value of Common Stock. We are increasing the par value per share of our common stock to $0.001 per share.
Anti-takeover
provisions. The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors may issue
up to 50,000,000 shares of “blank check” Preferred Stock and fix the rights, preferences, privileges, qualifications,
limitations, and restrictions of any Preferred Stock issued by the Company, including the number of shares constituting any series
or the designation of such series. The existence of unissued Preferred Stock may enable the Board of Directors, without further
action by the stockholders, to issue such stock to persons friendly to current management or to issue such stock with terms that
could render more difficult or discourage an attempt to obtain control of the Company, thereby protecting the continuity of the
Company’s management.
These
changes to our Articles of Incorporation will enable the Company’s board of directors, without further authorization from
shareholders, to issue up to 5,000,000,000 shares of common stock and up to 50,000,000 shares of preferred stock having such rights,
privileges, and preferences as determined by the board of directors, for consideration deemed adequate in exchange for such shares.
We have attached a copy of the Restatement to this Information Statement.
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.
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 January 14, 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 January 14, 2016, we had __________________ shares of common stock,
and ___________________ shares of Super-Voting Preferred Stock issued and outstanding. While each share of common stock holds
one vote, each share of our Super-Voting Preferred Stock holds __________________ votes. 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 | |
Sole Voting and Investment Power | | |
Options Exercisable Within 60 Days | | |
Other Beneficial Ownership | | |
Total(1) | | |
Percent of Class Outstanding(2) | |
Arthur Viola (3) | |
| 31,000,000 | | |
| - | | |
| - | | |
| 31,000,000 | | |
| 9.6 | % |
All current directors and executive officers as a group (1 person) | |
| 31,000,000 | | |
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| - | | |
| 31,000,000 | | |
| 9.6 | % |
*
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Indicates
less than one percent. |
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(1) |
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 of the date of this prospectus. |
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Based
on 323,001,887 shares of our common stock, par value $0.001 per share, outstanding as of January 14, 2016. |
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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 76.26% of the voting securities of the Company. |
NO
DISSENTER’S RIGHTS
Under
the NRS, stockholders are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles
of Incorporation.
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 Restatement.
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.
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, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 92130, 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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/s/
Arthur Viola |
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Arthur
Viola |
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Chief
Executive Officer |
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February
1, 2016 |
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