DCAC Daniels Corporate Advisory Company Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 14, 2016

 

DANIELS CORPORATE ADVISORY COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		333-169128		04-3667624
(State of Other Jurisdiction		(Commission File		(IRS Employer
of Incorporation)		Number)		Identification No.)

 

Parker Towers, 104-60 Queens Boulevard 12th Floor Forest Hills, New York		92130
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (347) 242-3148

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

Item 3.03 Material Modification to Rights of Security Holders

 

On January 14, 2016, the Board of Directors of Daniels Corporate Advisory Company, Inc. (the “Company”) approved the amendment and restatement of the Company’s Articles of Incorporation attached hereto as Exhibit 3(i) (the “Restatement”). The purpose of the Restatement was to:

 

	(i)	Increase the authorized common stock to five billion;
	(ii)	Increase the authorized preferred stock to fifty million;
	(iii)	Increasing the par value per share of our common stock to $0.001 per share; and
	(iv)	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.

 

Also on January 14, 2016, the Board approved the Certificate of Designation to the Articles of Incorporation in respect of Series B Preferred Stock (“The Preferred Class”).  The rights, preferences, privileges, restrictions and characteristics of the Preferred Class is detailed the Certificate of Designation to the Articles of Incorporation filed hereto as exhibit 3(iii) to this filing.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As noted in Item 3.03 above, on January 14, 2016, the Board of Directors approved Restatement as more particularly described in Item 3.03 above.

 

As noted in Item 3.03, on January 14, 2016, the Board of Directors of the Company approved the creation of the Preferred Classes. The rights, preferences, privileges, restrictions and characteristics of the Preferred Classes are detailed in the Certificates of Designation to the Articles of Incorporation filed hereto as exhibits to this filing.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On January 14, 2016, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved the Restatement as more particularly described in Item 3.03 above.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

	3(i)	Amended Articles of Incorporation of Daniels Corporate Advisory Company, Inc.
	3(iii)	Series B Certificate of Designation to the Articles of Incorporation of Daniels Corporate Advisory Company, Inc.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

	3(i)	Amended and Restated Articles of Incorporation of Daniels Corporate Advisory Company, Inc.
	3(iii)	Certificate of Designation for Series B Preferred Stock.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	DANIELS CORPORATE ADVISORY COMPANY, INC.
Date: March 2, 2016	By:	/s/ Arthur Viola
		Arthur Viola, Chief Executive Officer

 

 

 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

 

Daniels Corporate Advisory Company, Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:

 

1. Originally incorporated under the name of Daniels Corporate Advisory Company, Inc., the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on May 2, 2002.

 

2. Pursuant to Chapter 78, Title 7 of Nevada Revised Statutes, these Restated Articles of Incorporation restate in its entirety and integrate and further amend the provisions of the Articles of Incorporation of this corporation.

 

3. These Amended and Restated Articles have been adopted and approved by holders of a majority of the outstanding voting shares of the corporation.

 

4. The text of the Amended and Restated Articles of Incorporation as heretofore restated in its entirety is hereby restated and further amended to read as follows:

 

ARTICLES OF INCORPORATION

OF

DANIELS CORPORATE ADVISORY COMPANY, INC.

 

ARTICLE I. NAME

 

The name of the corporation is Daniels Corporate Advisory Company, Inc. (the “Corporation”).

 

ARTICLE II. REGISTERED OFFICE

 

The name and address of the Corporation’s registered office in the State of Nevada is Corporate Service Center, Inc., 5605 Riggins Ct., Suite 200, in the City of Reno, in the State of Nevada 89502.

 

ARTICLE III. PURPOSE

 

The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Law.

 

ARTICLE IV. CAPITAL STOCK

 

The Corporation is authorized to issue two classes of shares to be designated, respectively, “Preferred Stock” and “Common Stock”. The number of shares of Preferred Stock authorized to be issued is Fifty Million (50,000,000). The Preferred Stock shall have a par value of $0.0001 per share. The number of shares of Common Stock authorized to be issued is Five Billion (5,000,000,000). The Common Stock shall have a par value of $0.001 per share.

 

 

(A) Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder’s name on the records of the Corporation on each matters submitted to a vote of the stockholders, except as otherwise required by law.

 

(B) Provisions Relating to the Preferred Stock. The Board of Directors (the “Board”) is authorized, subject to limitations prescribed by law and the provisions of this article 4, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

 

(1) The number of shares constituting that series and distinctive designation of that series;

 

(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

 

(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 

(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;

 

(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

 

(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 

(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of share of that series;

 

(8) Any other relative or participation rights, preferences and limitations of that series;

 

(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.

 

 

ARTICLE V. BOARD OF DIRECTORS

 

(A) Number. The number of directors constituting the entire Board shall be as fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office.

 

(B) Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.

 

(C) The election of directors need not be by written ballot.

 

ARTICLE VI. BYLAWS

 

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

 

ARTICLE VII. LIABILITY

 

To the fullest extent permitted by Nevada law as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any amendment or repeal of this Article VII will not eliminate or reduce the affect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.

 

ARTICLE XIII. STOCKHOLDER MEETINGS

 

Meetings of stockholders may be held within or without the State of Nevada as the Bylaws may provide. The books of the Corporation may be kept outside the State of Nevada at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

 

ARTICLE IX. AMENDMENT OF ARTICLES OF INCORPORATION

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

 

I, THE UNDERSIGNED, being the Chief Executive Officer of Daniels Corporate Advisory Co, Inc., pursuant to Chapter 78, Article 7 of Nevada Revised Statutes, hereby declare and certify, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 14^th day of January, 2016.

 

	Arthur D. Viola, Chief Executive Officer

 

 

 

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955)

1. Name of corporation:

 

Daniels Corporate Advisory Company , Inc.

 

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences , limitations, restrictions and relative rights of the following class or series of stock.

 

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

RIGHTS AND LIMITATIONS

OF SERIES B PREFERRED STOCK

 

1.1. DESIGNATION AND NUMBER OF SHARES. l 0,000,000 shares of the Company’s authorized Preferred Stock are designated Series B Preferred Stock pursuant to Article IV of the Corporation’s Amended and Restated Articles oflncorporation (the “Series B Preferred Stock”).

 

1.1.1 ISSUANCE. Shares of Series B Preferred Stock may be issued to holders of debt of the company, or others, as determined by a majority vote of the Board of Directors.

 

[Continued on Next Page]

 

3. Effective date of filing: (optional)

 

(must not be later than 90 days after the certificate is filed)

 

4. Signature: (required)

 

 

 

 

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

RIGHTS AND LIMITATIONS

OF SERIES B PREFERRED STOCK

(Continued)

 

1.2. DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

 

1.3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or,vinding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to Sl .00 per share or, in the e,;-ent of an aggregate subscription by a single subscriber for Series B Preferred Stock in excess of $100,000, S0.997 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like ,vith respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of tl1e full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

 

1.4. CONVERSION AND ANTI-DILUTION.

 

(a) Each share of Series B Preferred Stock shall upon Board of Director’s approval be convertible into 100,000 shares of Common Stock, following the receipt by the Corporation of written notice from the holder of the Series B Preferred Stock of the holder’s intention to convert the shares of Series B Stock, together with the holder’s stock certificate or certificates evidencing the Series B Preferred Stock to be converted.

 

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to tl1e holder’s conversion of Series B Preferred Shares in accordance ,vith the prmrisions of tlus Section. The stock certificate(s) evidencing the Common Stock shall be issued,vith a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in tl1e opinion of counsel to tl1e Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

 

All shares of Common Stock delivered upon conversion of the Series B Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the conversion date, such converted Series B Preferred Shares shall no longer be deemed to be outstanding and all rights of tl1e holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

 

(c) Shares of Series B Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are comTertible to the number of Common Shares after the reverse split as would have been equal to tl1e ratio established in Section 1.4(a) prior to the reverse split. The conversion rate of (a) shares of Series B Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.

 

 

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

RIGHTS AND LIMITATIONS

OF SERIES B PREFERRED STOCK

(Continued)

 

1.5 VOTING RIGHTS. Each share of Series B Preferred Stock shall have ten votes for any election or other vote placed before the shareholders of the Company.

 

1.6 PRICE.

 

(a) The initial price of each share of Series B Preferred Stock shall be S2.50.

 

(b) The price of each share of Series B Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/ or listed public market develops for the shares.

 

1.7 LOCK-CP RESTRICTIONS ON CONVERSION. Shares of Series B Preferred Stock may not be converted into shares of Common Stock for a period of: a) SL’i’. (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

 

 

 

IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM.

 

Dear Customer: We value your patronage and desire to provide you the best service possible. In an effort to facilitate your filing we would appreciate your taking a moment to read the following before submitting your document. Failure to include any of the information required on the form may cause the filing to be rejected.

 

-Thank you-

 

1.) One file stamped copy of the filing will be returned at no additional charge for most filings. Dissolutions, Cancellations and Withdrawals do not receive a file stamped copy unless requested at the time of filing. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.

 

2.) If paying for expedite service, include the word “EXPEDITE” in your correspondence.

 

3.) Verify filing is submitted on the correct form prescribed by the Secretary of State.

 

4.) Forms must include appropriate signatures as required.

 

5.) If applicable, include the appropriate names and addresses as requested on the form.

 

6.) If adding new managers or general partners, their names and addresses must be set forth.

 

7.) Documents must reflect the complete name of the entity as registered with the Secretary of State.

 

8.) Attach all pages that are referenced as attachments.

 

9.) All documents must be legible for filming and/or scanning.

 

10.) If filing restated articles (containing newly amended articles, deletions or additions), provide a form prescribed by the Secretary of State indicating which articles have been amended, deleted or added. Furthermore, the articles must contain the necessary amendment language as required by the statutes governing amendments for that type of business entity.

 

11.) Verify that the status of the entity is not revoked. Verification may be made by visiting our Web site at www.nvsos.gov or calling this office.

 

12.) The correct filing date must be provided when required.

 

13.) All required information must be completed and appropriate boxes checked or filing will be rejected.

 

14.) Please contact this office for assistance if you are unsure of the filing fee for your document.

 

All forms may be downloaded from our Web site www.nvsos.gov. The Nevada Revised Statutes may be obtained at http://www.leg .state.nv.us/NRS.

 

Filing may be submitted at the office of the Secretary of State or by mail at the following addresses:

 

MAIN OFFICE: Regular and Expedited Filings		SATELLITE OFFICE: Expedited Filings Only
Secretary of State Amendments Division 202 North Carson Street Carson City NV 89701-4201 Phone: 775-684-5708 Fax: 775-684-5731		Secretary of State - Las Vegas Commercial Recordings Division 555 East Washington Ave, Suite 5200 Las Vegas NV 89101 Phone: 702-486-2880 Fax: 702-486-2888