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:
[ ] Preliminary information statement
[ ] Confidential, for use of the Commission only (as
permitted by Rule 14c-5(d)(2))
[X] 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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transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state
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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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DANIELS CORPORATE ADVISORY COMPANY, INC.
Parker Towers, 104-60
Queens Boulevard
12th Floor
Forest Hills, New York 92130
DEFINITIVE 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:
| (i) | 323,001,887 shares of common stock; and |
| (ii) | 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 | | |
| |
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 | | |
| | | |
| - | | |
| 31,000,000 | | |
| 9.6 | % |
| * | Indicates less than one percent. |
| (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. |
| (2) | Based on 323,001,887 shares of our common stock, par value $0.001 per share, outstanding as of January
14, 2016. |
| (3) | 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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