Filed Under Rule 424(b)(2)
Registration Number 333-169128
FINAL PROSPECTUS
DANIELS CORPORATE ADVISORY COMPANY, INC.
4,901,069 Shares of Common Stock
This prospectus relates to the offering of up to 4,901,069 shares of the common stock of Daniels Corporate Advisory Company, Inc., a Nevada corporation, $0.001 par value per share, as follows:
· | The registration of the issuance and resale of 4,801,069 shares of our common stock to the stockholders of INfe Human Resources, Inc., a Nevada corporation, pursuant to a spin-off of the shares of the registrant held by INfe Human Resources. Please refer to “Prospectus Summary - The Offering,” “Plan of Distribution,” and “Selling Stockholders.” |
· | The registration for resale of 100,000 shares of our common stock held by persons other than by the stockholders of INfe Human Resources. The shares were issued in a private placement of our common stock. Please refer to “Selling Stockholders.” |
We will not receive any proceeds as a result of the spin-off to the stockholders of INfe Human Resources or from the sale of the shares of our common stock by the selling stockholders. We will bear all expenses in connection with the registration of all of the shares of our common stock covered by this prospectus. We are offering the shares to the stockholders of INfe Human Resources without the use of any placement agent.
Our fees and expenses associated with this offering are estimated to be $75,230.
The selling stockholders will be offering shares of our common stock. The selling stockholders may sell all or a portion of these shares through registration under the Securities Act of 1933, as amended, from time to time in market transactions through any market on which our common stock is then traded, in negotiated transactions or otherwise, at a price of $0.001 per share for the duration of the offering pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section in this prospectus entitled “Plan of Distribution.”
Arthur D. Viola, all of the selling stockholders, and all of the intermediaries through whom the shares of the selling stockholders may be sold are deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. We have agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act. We will notify the selling stockholders of their underwriting status and our agreement to indemnify them against certain liabilities, including liabilities under the Securities Act, pursuant to a letter in the form attached to this prospectus asAttachment A.
We are an emerging growth company as described in the Jumpstart Our Business Startups Act (the “JOBS Act”) which was signed into law on April 5, 2012. See “Prospectus Summary.”
The shares of our common stock are not currently listed for sale on any exchange, although we do plan to attempt to have our shares quoted for sale on the “Pink Sheets” or the OTC Bulletin Board after the effective date of this prospectus. However, there can be no assurance that we will be successful in having our shares quoted or traded on any public market.
THE SECURITIES OFFERED HERBY INVOLVE A HIGH DEGREE OF RISK.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED UNDER “RISK FACTORS,” BEGINNING ON PAGE 10 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March 18, 2013
The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. No one may sell these securities nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer, solicitation or sale is not permitted.
Prospectus Summary | 1 |
Risk Factors | 10 |
Special Note Regarding Forward-Looking Statements | 19 |
Use of Proceeds | 20 |
Market Price of and Dividends on Our Common Equity and Related Stockholder Matters | 20 |
Capitalization | 20 |
Selected Consolidated Financial Data | 21 |
Dilution | 21 |
Business | 21 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
Management | 31 |
Certain Transactions | 38 |
Principal Stockholders | 39 |
Description of Securities | 40 |
Certain Provisions of Our Articles of Incorporation and Bylaws | 41 |
Shares Eligible For Future Sale | 43 |
Selling Stockholders | 44 |
Plan of Distribution | 50 |
Legal Matters | 54 |
Experts | 54 |
Reports to Stockholders | 54 |
Where You Can Find More Information | 54 |
Attachment A | Attachment A |
· | The registration of the issuance and resale of 4,801,069 shares of our common stock to the stockholders of INfe Human Resources, Inc., a Nevada corporation, pursuant to a spin-off of the shares of the registrant held by INfe Human Resources. Please refer to “Prospectus Summary - The Offering” and “Plan of Distribution.” |
· | The registration for resale of 100,000 shares of our common stock held by persons other than by the stockholders of INfe Human Resources. The shares were issued in a private placement of our common stock. Please refer to “Selling Stockholders.” |
· | Improved positioning for each company to accelerate growth based on its distinct corporate strategy, market opportunities, free cash flow and customer relationships. As part of INfe Human Resources, Daniels Corporate Advisory’s sole officer, Mr. Viola’s time and expertise is committed almost totally to the needs of the parent and therefore cannot aid in maximizing the earnings power by taking on a more diverse and much more profitable corporate strategy consulting clients. |
· | More efficient allocation of capital, which will allow each company to develop an independent investment program without the constraints of a holding company, conglomerate structure. Daniels corporate strategy assignments are more profitable and less capital intensive that the core business of INfe Human Resources. We will use independent contractors within our corporate strategy projects, which mean we will not be burdened with all the costs of a full time senior executive as is INfe Human Resources. The labor savings are expected to allow us to expand at a quicker rate, as an independent company, than it can by being part of the parent, INfe Human Resources, and having its growth curtailed. |
· | Sharpened management focus and strategic vision and closer alignment of management incentives with stockholder value creation. Concentrating the expertise of our sole officer and director, Mr. Viola, of Daniels Corporate Advisory plus the efforts of our independent contractor specialist base in a variety of corporate strategy consulting assignments is expected to produce greater rewards for senior management as well as the shareholder base. These rewards are based on the expected development of companies in a variety of industries and therefore give our investor base more of a chance of making money than just being dependent on the growth in the human resource industry of the parent, INfe Human Resources. The consulting assignments would be with public companies in a variety of promising industry niches and not just the human resources niche as with the parent, INfe Human Resources. |
· | The potential loss of synergies from operating as one company and potential increased costs; |
· | Potential loss of joint purchasing power; |
· | Potential disruptions to the businesses as a result of the spin-off; |
· | Risks of being unable to achieve the benefits expected to be achieved by the spin-off; |
· | The risk that the spin-off might not be completed; |
· | The costs of the spin-off; and |
· | The risk that the quoted price of a share of INfe Human Resources common stock after the spin-off plus the quoted price of a share of Daniels Corporate Advisory common stock distributed for each share of INfe Human Resources common stock will, in the aggregate, be less than the quoted price of a share of INfe Human Resources common stock before the spin-off. |
· | The last day of the fiscal year in which the issuer achieves annual gross revenues of at least $1 billion; |
· | The last day of the fiscal year following the fifth anniversary of the issuer’s IPO; |
· | The issuance of more than $1 billion in non-convertible debt during the previous three years; or |
· | The issuer’s becoming a “large accelerated filer” (which generally is an issuer with at least $700 million in public float). |
· | Two years audited financials and two years selected financial data (in lieu of the former requirements for three years audited and five years selected financial data); |
· | The emerging growth company’s management discussion and analysis only needs to cover years for which the company’s financials are provided; and |
· | The SEC has indicated emerging growth companies currently in registration may amend to scale back disclosure; however, issuers may be required to add disclosure to explain changes. |
· | Top three executives (principal executive officer plus two other most highly compensated who earned more than $100,000 in the last fiscal year), rather than the top five; |
· | One year of compensation disclosure required for a registration statement on Form S-1, the same as current rules (but going forward, only need two years instead of current three year requirement); and |
· | May omit compensation disclosure and certain compensation tables. |
· | After an IPO, an issuer can take advantage of additional exemptions and reduced disclosure requirements as long as it qualifies as an emerging growth company, including: |
· | Auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act of 2002; |
· | Compensation disclosure and other executive compensation disclosure as noted above; |
· | Disclosure required for the top three, rather than the top five named executive officers, as noted above; |
· | Disclosure required for two, rather than three years, as noted above; and |
· | Dodd-Frank compensation disclosure requirements (say on pay, say on pay frequency, say on golden parachute, pay for performance graph and chief executive officer pay ratio). |
· | The issuer must hold first say on pay vote not later than the end of one year period beginning on the date the issuer ceases to be an emerging growth company, or the end of the three year period beginning on the date the emerging growth company ceases to qualify as an emerging growth company, if issuer has been an emerging growth company for less than two years after its first registered sale of equity securities; |
· | Extended phase-in for new or revised accounting standards. An emerging growth company will not need to comply with such standards until those standards also apply to private companies; |
· | Emerging growth companies will also be permitted to use any longer phase-in periods for private companies for any new or revised accounting standards; |
· | PCAOB rules, including, exempted from any rules mandating audit firm rotation and auditor discussion and analysis if such rules are adopted, and any new rules subject to SEC determination that such rules are “necessary or appropriate in the public interest” after considering investor protection and “whether the action will promote efficiency, competition and capital formation.” |
· | New safe harbor rules that provides that broker-dealer publication of research report about an emerging growth company will not constitute an offer, even if broker-dealer is part of syndicate; |
· | FINRA research restrictions during post-offering period or prior to expiration of lockup under NASD Rule 2711(f) will not apply to post- IPO reports issued in connection with an emerging growth company; and |
· | Research analysts may meet with accounts or members of an emerging growth company’s management before and after filing, including in presence of or in coordination with investment bankers. |
· | Antifraud provisions regarding analyst research; |
· | Conflicts of interest rules between analysts and investment banking; |
· | Analyst certification requirements; and |
· | Restrictions on analyst conduct, compensation, supervision and related matters under NASD Rule 2711 and Global Research Analyst Settlement of 2003. |
Up to 4,901,069 shares. | ||
Common stock to be outstanding after this offering | 4,901,069 shares. | |
Use of proceeds | We will not receive any proceeds from the issuance of our common stock to the INfe Human Resources stockholders or the sale of shares by the selling stockholders. See “Use of Proceeds.” | |
Trading symbol | The shares of our common stock are not currently listed for sale on any exchange. We plan to attempt to have our shares quoted for sale on the “Pink Sheets” or OTC Bulletin Board after the effective date of this prospectus. | |
Risk factors | An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus. |
· | Fully reporting with the Securities and Exchange Commission; |
· | Not a black check or inactive company; |
· | Minimum of 40 stockholders of record holding at least 100 shares each (note: this number is informal and has been moving up); |
· | Directors, officers, and stockholders will be scrutinized for previous involvements in other OTCBB companies, in particular, blank check companies; and |
· | Must have a market maker submit a Rule 15c211 application to FINRA and agree to act as market maker for securities of company. |
· | That a broker or dealer approve a person’s account for transactions in penny stocks; and |
· | 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. |
· | Sets forth the basis on which the broker or dealer made the suitability determination; and |
· | That the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
· | Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
· | Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
· | Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; |
· | Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and |
· | 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. |
· | Whether or not markets for our proposed products develop and, if they do develop, the pace at which they develop; |
· | Our ability to attract and retain qualified personnel to implement our growth strategies; |
· | Our ability to fund our financing needs; |
· | Competitive factors; |
· | General economic conditions; |
· | Changes in our business plan and corporate strategies; and |
· | Other risks and uncertainties discussed in greater detail in the sections of this prospectus, including those captioned “Risk Factors” and “Business.” |
Actual 11/30/12 | Actual 11/30/11 | |||||||
Common stock, $0.001 par value per share; 750,000,000 shares authorized, 10,000 shares issued and outstanding, and 5,034,971 shares issued and outstanding, as adjusted | 10 | 10 | ||||||
Preferred stock, $0.001 par value per share; 50,000,000 shares authorized, 50,000 shares issued and outstanding, and 50,000 shares issued and outstanding, as adjusted | 50 | 50 | ||||||
Additional paid-in capital | 3,873,726 | 3,873,726 | ||||||
Accumulated other comprehensive (loss) | (45,962 | ) | (36,426 | ) | ||||
Accumulated deficit | (4,843,606 | ) | (4,708,408 | ) | ||||
Total stockholders’ equity (deficit) | (1,015,782 | ) | (871,048 | ) |
Years Ended November 30, | ||||||||
2012 | 2011 | |||||||
Revenue | $ | 114,000 | $ | 0 | ||||
General and administrative expenses | (249,198 | ) | (273,987 | ) | ||||
Penalties and Interest | (0 | ) | (0 | ) | ||||
Income from debt forgiveness | 0 | 0 | ||||||
Net Income(loss) | (135,198 | ) | (273,987 | ) |
· | We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and |
· | Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations. |
Our primary source of liquidity has been expenses paid by Arthur D. Viola, our sole officer and director and controlling stockholder. No proceeds from our initial offering will be used to reimburse Mr. Viola; who will be reimbursed out of the gross profits of initial consulting assignments. As of November 30, 2012, we had $82 in cash and cash equivalents and a working capital deficit of $1,011,287.
Name | Age | Position(s) | Position(s) Held Since |
Arthur D. Viola | 63 | Chairman of the Board, President and Chief Executive Officer, Secretary | 2002 |
· | A director who is, or at any time during the past three years was, employed by the company; |
· | A director who accepted or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d); |
· | A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; |
· | A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs; |
· | A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or |
· | A director who is, or has a Family Member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years. |
· | Accept directly or indirectly any consulting, advisory or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or |
· | Be an affiliated person of the issuer or any subsidiary thereof. |
· | The appropriate size of Daniels Corporate Advisory’s board of directors; |
· | Daniels Corporate Advisory needs with respect to the particular talents and experience of Daniels Corporate Advisory’s directors; |
· | The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board; |
· | Experience in political affairs; |
· | Experience with accounting rules and practices; and |
· | The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members. |
· | Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by Daniels Corporate Advisory with the Securities and Exchange Commission or disclosed to Daniels Corporate Advisory’s stockholders and/or the public. |
· | Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by Daniels Corporate Advisory in its public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission. |
· | Each officer shall promptly notify Daniels Corporate Advisory’s general counsel, if any, or the president or chief executive officer as well as the audit committee of any information he may have concerning any violation of our Code of Business Conduct or Daniels Corporate Advisory’s Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in Daniels Corporate Advisory’s financial reporting, disclosures or internal controls. |
· | Each officer shall immediately bring to the attention of Daniels Corporate Advisory’s general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to Daniels Corporate Advisory and the operation of our business, by Daniels Corporate Advisory or any of its agents. |
· | Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on Daniels Corporate Advisory’s board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards. |
· | A base salary; |
· | A performance bonus; and |
· | Periodic grants and/or options of our common stock. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) |
Arthur D. Viola | 2007 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Arthur D. Viola | 2008 | 110,000 | -0- | -0- | -0- | -0- | -0- | -0- | 110,000 |
Arthur D. Viola | 2009 | 200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 200,000 |
Arthur D. Viola | 2010 | 200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 200,000 |
Arthur D. Viola | 2011 | 200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 200,000 |
Arthur D. Viola | 2012 | 200,000 | -0- | -0- | -0- | -0- | -0- | -0- | 200,000 |
Option Awards | Stock Awards | ||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
A. D. Viola (1) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
A. D. Viola (1) | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
(1) | Daniels Corporate Advisory chief executive officer. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Arthur D. Viola | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Arthur D. Viola | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
· | Each person who beneficially owns more than five percent of the outstanding shares of our common stock; |
· | Each person who beneficially owns shares of our outstanding preferred stock; |
· | Each of our directors; |
· | Each of our named executive officers; and |
· | All directors and officers as a group. |
Common Stock Beneficially Owned (2) | Preferred Stock Beneficially Owned (2) | |||||||||||||||
Name and Address of Beneficial Owner (1) | Number | Percent | Number | Percent | ||||||||||||
Arthur D. Viola (3) (4) | -0- | -0- | 50,000 | 100 | ||||||||||||
All directors and officers as a group (one person) | -0- | -0- | 50,000 | 100 | ||||||||||||
INfe Human Resources (3) | 10,000 | 100 | -0- | -0- |
* | Less than one percent. |
(1) | Unless otherwise indicated, the address for each of these shareholders is c/o Daniels Corporate Advisory Company, Inc., Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common stock beneficially owned. |
(2) | Beneficial ownership is determined in accordance with the rules of the SEC. As of the date of this prospectus, there were issued and outstanding 10,000 shares of our common stock and 50,000 shares of our preferred stock. |
(3) | Pursuant to the spin-off, we will distribute 4,801,069 spin-off shares to the INfe Human Resources stockholders. See “Prospectus Summary The Offering” beginning on page 1 of this prospectus and “Plan of Distribution.” Arthur D. Viola owns 45,450,000 shares of INfe Human Resources common stock. As a result of the spin-off, Mr. Viola will own 466,606 shares of our common stock, 166,606 directly and 300,000 shares through his affiliate, Daniels Development Corporation. |
(4) | The 50,000 shares of our preferred stock owned by Arthur D. Viola gives him the power to vote 25,000,000 shares of our common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the date of this prospectus. |
· | The operation of which may at a subsequent date result in a change in control of the registrant; or |
· | With respect to the election of directors or other matters. |
· | Liquidation Rights. Upon the dissolution, liquidation or winding up of Daniels Corporate Advisory, whether voluntary or involuntary, the holders of the then outstanding shares of preferred stock shall be entitled to receive out of the assets of Daniels Corporate Advisory the sum of $0.001 per share (the “Liquidation Rate”) before any payment or distribution shall be made on the common stock, or any other class of capital stock of Daniels Corporate Advisory ranking junior to the preferred stock. |
· | No Conversion. The shares of the preferred stock shall not be convertible into shares of the common stock, preferred stock, or any other securities of Daniels Corporate Advisory. |
· | Preferred Status. The rights of the shares of the common stock shall be subject to the preferences and relative rights of the shares of the preferred stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the preferred stock, Daniels Corporate Advisory shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the preferred stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of Daniels Corporate Advisory described in Paragraph 2 above. |
· | Restriction on Dividends. If any shares of the preferred stock are outstanding, Daniels Corporate Advisory shall not, without the prior written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of the preferred stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the common stock. |
· | Vote to Change the Terms of the Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the preferred stock, Daniels Corporate Advisory shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the preferred stock. |
· | Voting. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the preferred stock held by such holder multiplied by 500. If no such record date is established, the date to be used for the determination of the stockholders entitled to vote on such matters shall be the date on which notice of the meeting of stockholders at which the vote is to be taken is marked, or the date any written consent of stockholders is solicited if the vote is not to be taken at a meeting. The holders of preferred stock shall not vote as a separate class, but shall vote with the holders of the common stock. Except as otherwise may be provided by law, the holders of the preferred stock shall be entitled to one vote on all matters submitted to the vote of the holders of the preferred stock. |
● | Our chairman of the board, or our president if there is no chairman; |
● | The holders of at least 10 percent of the outstanding shares of our capital stock entitled to vote at the proposed special meeting; or |
● | Our board of directors by means of a duly adopted resolution. |
· | If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities. |
· | If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities. |
· | Except as provided in Rule 144, the amount of securities sold for the account of an affiliate of the issuer in reliance upon this section shall be determined as follows: If any securities are sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, the amount of securities sold, together with all sales of securities of the same class sold for the account of such person within the preceding three months, shall not exceed the greatest of: (A) one percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the issuer, or (B) the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h) of Rule 144, or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or (C) the average weekly volume of trading in such securities reported pursuant to an effective transaction reporting plan or an effective national market system plan during the four-week period specified in paragraph (e)(1)(ii) of Rule 144. |
· | The number of shares of our common stock beneficially owned as of the date of this prospectus and prior to the offering contemplated hereby; |
· | The maximum number of shares of our common stock which may be sold by the selling stockholder under this prospectus; and |
· | The number and percentage of shares of our common stock which will be owned after the offering by the selling stockholder, assuming that all of the shares offered are sold by the selling stockholder. |
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) |
CESAR ALONSO ALQUEGUI | Effective Date of this Prospectus | Former INfe Shareholder | 320 | 320 | Unknown | Unknown |
ERNESTO ROJANO ANGEL | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown |
LAURA ANTHONY | Effective Date of this Prospectus | Former INfe Shareholder | 15,000 | 15,000 | Unknown | Unknown |
BRUCE MERRILL ARINAGA REVOCABLE(9) | Effective Date of this Prospectus | Former INfe Shareholder | 11 | 11 | Unknown | Unknown |
ERNESTO AVILA | Effective Date of this Prospectus | Former INfe Shareholder | 58 | 58 | Unknown | Unknown |
DONALD G BACKMAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
45
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) |
MONK BAILEY | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
JUDY LEA BENYSHEK | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
GARY T BISHOP & FRANCES R BISHOP | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
SCOTT R BITTL | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown |
DAVID J BOMMARITO | Effective Date of this Prospectus | Former INfe Shareholder | 5,000 | 5,000 | Unknown | Unknown |
PAT BOOREAM | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
THOMAS M BRUCE | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown |
CAPITAL MEDIA GROUP CORPORATION (18) | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown |
CEDE & CO | Effective Date of this Prospectus | Former INfe Shareholder | 3,635,766 | 3,635,766 | Unknown | Unknown |
THOMAS CHUBOKAS | Effective Date of this Prospectus | Former INfe Shareholder | 58 | 58 | Unknown | Unknown |
CLUBCOMPUTER COM INC. (5) | Effective Date of this Prospectus | Former INfe Shareholder | 16 | 16 | Unknown | Unknown |
CLUBCOMPUTER COM INC. (20) | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown |
CNET NETWORKS INC (4) | Effective Date of this Prospectus | Former INfe Shareholder | 54 | 54 | Unknown | Unknown |
ANDREW JOHN THEODORE COLIN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
LEE HARRISON CORBIN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
RANDY CRAWFORD | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
CRC INTERNATIONAL INC .(14) | Effective Date of this Prospectus | Former INfe Shareholder | 5 | 5 | Unknown | Unknown |
CREWS TURNER CONSTRUCTION (3) | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown |
JOHN CURRY & LISA CURRY | Effective Date of this Prospectus | Former INfe Shareholder | 7 | 7 | Unknown | Unknown |
DANIELS DEVELOPMENT CORPORATION (27) | Effective Date of this Prospectus | Former INfe Shareholder | 300,000 | 300,000 | Unknown | Unknown |
LEE E DAVIS II | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
JAMES DEACON & AMANDA DEACON | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
GARRICK DER | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown |
WILLIAM R DEROSA TRUST (13) | Effective Date of this Prospectus | Former INfe Shareholder | 64 | 64 | Unknown | Unknown |
46
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) |
GINO M DICLEMENTE | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
RONALD EDWARD DOCKWEILER | Effective Date of this Prospectus | Former INfe Shareholder | 203 | 203 | Unknown | Unknown |
CHARLES DUNN C/O INFE COM | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown |
ESCROW ACCT SECURITY SHARES FOR | Effective Date of this Prospectus | Former INfe Shareholder | 1,000 | 1,000 | Unknown | Unknown |
DOUGLAS FREIER & ELIZABETH FREIER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
MARY A EUBANKS | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown |
EUROPA GLOBAL INVESTMENTS INC (6) | Effective Date of this Prospectus | Former INfe Shareholder | 512 | 512 | Unknown | Unknown |
RONALD J EVERETT | Effective Date of this Prospectus | Former INfe Shareholder | 4 | 4 | Unknown | Unknown |
FRIEDA FEINLEIB | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
WALTER FISCHER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
FREE MONEY INC. (10) | Effective Date of this Prospectus | Former INfe Shareholder | 640 | 640 | Unknown | Unknown |
CECILIA N FORD | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
THEODORE M FOSSIECK | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
PETER J FRUGONE | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown |
LLOYD GLICK | Effective Date of this Prospectus | Former INfe Shareholder | 970 | 970 | Unknown | Unknown |
JOHN GREATHOUSE | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
FAY C DAVIS GRIMES | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
ELIZABETH HALBACH | Effective Date of this Prospectus | Former INfe Shareholder | 10,000 | 10,000 | Unknown | Unknown |
RUSSELL HALBACH | Effective Date of this Prospectus | Former INfe Shareholder | 15,000 | 15,000 | Unknown | Unknown |
DONALD J HALL JR | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
MARTIN HANAN C/O VALUESCOPE INC. | Effective Date of this Prospectus | Former INfe Shareholder | 665 | 665 | Unknown | Unknown |
KARL D HASSELROT C/O VALUESCOPE INC | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
J HOYT HAYES JR 11 | Effective Date of this Prospectus | Former INfe Shareholder | 4 | 4 | Unknown | Unknown |
THOMAS M HEBERT II | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
CAROLINA MENENDEZ HERNANDEZ | Effective Date of this Prospectus | Former INfe Shareholder | 320 | 320 | Unknown | Unknown |
47
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
KEN HERSH | Effective Date of this Prospectus | Former INfe Shareholder | 2,000 | 2,000 | Unknown | Unknown | |
DAWN HIBBITT | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
GENA HINOJOSA & NOEL HINOJOSA | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
MARY K HODGE & TOMMIE S HODGE | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICHARD W HOYT BOX | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
JOHN M HUGHES | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICK HUNTS C/O INFOCALL | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
STEVEN C HURSEY | Effective Date of this Prospectus | Former INfe Shareholder | 4 | 4 | Unknown | Unknown | |
INTERACTIVE BUSINESS CHANNEL INC.(16) | Effective Date of this Prospectus | Former INfe Shareholder | 47 | 47 | Unknown | Unknown | |
INTERNATIONAL MONETARY (24) | Effective Date of this Prospectus | Former INfe Shareholder | 20,000 | 20,000 | Unknown | Unknown | |
ITV INC.(12) | Effective Date of this Prospectus | Former INfe Shareholder | 54 | 54 | Unknown | Unknown | |
PETER JEGOU | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
ROY JOHNSON | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
ANNE KAIDER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICHARD KAISER | Effective Date of this Prospectus | Former INfe Shareholder | 34,413 | 34,413 | Unknown | Unknown | |
CHAD M KAMMERER | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
YEHUDA KAPLOUN | Effective Date of this Prospectus | Former INfe Shareholder | 3,750 | 3,750 | Unknown | Unknown | |
ELAINE KAUFFMAN | Effective Date of this Prospectus | Former INfe Shareholder | 32 | 32 | Unknown | Unknown | |
PATRICK J KEEGAN CUST ANDREW C | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
PHILLIP W KILGORE | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
ANNA KINDER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
E HOWARD KING JR | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
HERB KIRCHEM TR (26) | Effective Date of this Prospectus | Former INfe Shareholder | 10,000 | 10,000 | Unknown | Unknown | |
GEORGE KIRIAZIDES | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
TRACY BROOKE KLEIN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
JAY J KOPF | Effective Date of this Prospectus | Former INfe Shareholder | 8 | 8 | Unknown | Unknown | |
MICHAEL KOVALCHIK | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
DOUGLAS M LARKIN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
BRETT W LASHLEE | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
LUCIEN A LETTERIELLO | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
MICHAEL H LEUTWYLER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
STEVEN LEVIN | Effective Date of this Prospectus | Former INfe Shareholder | 10,000 | 10,000 | Unknown | Unknown | |
AL LEVINE | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
MELINDA LEWIS | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
ARTHUR L LIBERMAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
MADDEN CONSULTING INC. (15) | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
JAMES MALATESTA | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
MANAR CONSULTING INTERNATIONAL LLC (25) | Effective Date of this Prospectus | Former INfe Shareholder | 2,500 | 2,500 | Unknown | Unknown | |
MARATHON CONSULTING CORPORATION (19) | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown | |
ROBERT K MCCONNELL & | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
FERGUS MCDERMONT | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
GARRIN MECHALAS | Effective Date of this Prospectus | Former INfe Shareholder | 22 | 22 | Unknown | Unknown | |
GUS MECHALAS | Effective Date of this Prospectus | Former INfe Shareholder | 500 | 500 | Unknown | Unknown | |
GARY D MIDKIFF & PAMALA T MIDKIFF JT TEN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
DEAN A. MITCHELL | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
JOSH MODI & MURTI MODI JT TEN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
HAROLD S MOHN SR | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
MICHAEL A MULSKINE | Effective Date of this Prospectus | Former INfe Shareholder | 1,000 | 1,000 | Unknown | Unknown | |
DANIEL M MURPHY | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown |
48
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
KEN NAIL | Effective Date of this Prospectus | Former INfe Shareholder | 90,000 | 90,000 | Unknown | Unknown | |
GERALD J NAPOLITANO | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
GERARD A NAPOLITANO | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
PATRICE NAZARENO | Effective Date of this Prospectus | Former INfe Shareholder | 417 | 417 | Unknown | Unknown | |
JEFFREY A NEAL | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
NELLYSFORD COM LLC (2) | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
BILL NESMITH | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
WILLIAM NESMITH | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
GEORGE S NIBLACK | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
DARYCE A NOTTINGHAM | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
PAUL T O'DWYER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
BRIAN O'SULLIVAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
GREGG OLIVER | Effective Date of this Prospectus | Former INfe Shareholder | 3,000 | 3,000 | Unknown | Unknown | |
CHIJIOKE OWANTA | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
GENA DELL PAULDING | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
DOUG L PAYMER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
PHASE 3 MANAGEMENT CORPORATION | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
JOE C PILGRIM TR APRIA INVESTMENTS | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
ALEX PORTELLI | Effective Date of this Prospectus | Former INfe Shareholder | 110,000 | 110,000 | Unknown | Unknown | |
PATRICIA PORTELLI | Effective Date of this Prospectus | Former INfe Shareholder | 80000 | 80000 | Unknown | Unknown | |
ANDREW S PRINCE | Effective Date of this Prospectus | Former INfe Shareholder | 43 | 43 | Unknown | Unknown | |
PRINCETON RESEARCH INC .(11) | Effective Date of this Prospectus | Former INfe Shareholder | 8 | 8 | Unknown | Unknown | |
PRO-ACTIVE CONSULTING GROUP INC. (22) | Effective Date of this Prospectus | Former INfe Shareholder | 500 | 500 | Unknown | Unknown | |
JOHN GWYNNE PROSSER II | Effective Date of this Prospectus | Former INfe Shareholder | 5,000 | 5,000 | Unknown | Unknown | |
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
PHIL RAY | Effective Date of this Prospectus | Former INfe Shareholder | 3 | 3 | Unknown | Unknown | |
PAULA REIMERS | Effective Date of this Prospectus | Former INfe Shareholder | 2,000 | 2,000 | Unknown | Unknown | |
THOMAS M RICHFIELD | Effective Date of this Prospectus | Former INfe Shareholder | 1,000 | 1,000 | Unknown | Unknown | |
CHARLES RIVIERE | Effective Date of this Prospectus | Former INfe Shareholder | 9 | 9 | Unknown | Unknown | |
ROBERT MARKS CO INC. (17) | Effective Date of this Prospectus | Former INfe Shareholder | 14 | 14 | Unknown | Unknown | |
JOSEPH B ROMANO | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
JESUS G ROMERO | Effective Date of this Prospectus | Former INfe Shareholder | 592 | 592 | Unknown | Unknown | |
MARK ROSS | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown | |
NORMAN ROTHSTEIN 92 CUTTERMILL ROAD | Effective Date of this Prospectus | Former INfe Shareholder | 85,200 | 85,200 | Unknown | Unknown | |
RICHARD ROTHSTEIN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RST INVESTMENTS LTD (8) | Effective Date of this Prospectus | Former INfe Shareholder | 11 | 11 | Unknown | Unknown | |
KENNETH R RUDEEN | Effective Date of this Prospectus | Former INfe Shareholder | 10,000 | 10,000 | Unknown | Unknown | |
JOHN RUDY | Effective Date of this Prospectus | Former INfe Shareholder | 20,767 | 20,767 | Unknown | Unknown | |
PATRICIA K RUHL | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
KIRK RUSTMAN & JOY RUSTMAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
DOMINIQUE SADA SENIOR MANAGER | Effective Date of this Prospectus | Former INfe Shareholder | 11 | 11 | Unknown | Unknown | |
CHARLES F SCHEWE & | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICHARD SCHLOBOHM | Effective Date of this Prospectus | Former INfe Shareholder | 10,000 | 10,000 | Unknown | Unknown | |
EDWARD SCHWARZ | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
JOHN SCRUDATO JR | Effective Date of this Prospectus | Former INfe Shareholder | 5,000 | 5,000 | Unknown | Unknown | |
JOHN SCRUDATO | Effective Date of this Prospectus | Former INfe Shareholder | 28,500 | 28,500 | Unknown | Unknown | |
AMIE SEEGERS | Effective Date of this Prospectus | Former INfe Shareholder | 2,000 | 2,000 | Unknown | Unknown | |
OGANES SEMIRDZHYAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
LARRY T SHAFFER JR | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
DAVID SILVER | Effective Date of this Prospectus | Former INfe Shareholder | 45 | 45 | Unknown | Unknown | |
SPIRIT OF PADRE PIO OUR LADY OF GRACE FOUNDATION (21) | Effective Date of this Prospectus | Former INfe Shareholder | 1,000 | 1,000 | Unknown | Unknown | |
RONNIE STANFILL | Effective Date of this Prospectus | Former INfe Shareholder | 4 | 4 | Unknown | Unknown | |
JAMES RAY STEINBECK | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
HERBERT V STEINER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
STEPHEN J STONEHOCKER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICHARD T SULLIVAN JR | Effective Date of this Prospectus | Former INfe Shareholder | 6 | 6 | Unknown | Unknown | |
RICHARD SULLIVAN | Effective Date of this Prospectus | Former INfe Shareholder | 8 | 8 | Unknown | Unknown | |
DOLORES D SWIFT | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
TRIPLE CROWN CONSULTING (7) | Effective Date of this Prospectus | Former INfe Shareholder | 11 | 11 | Unknown | Unknown | |
RON TRUSSELL | Effective Date of this Prospectus | Former INfe Shareholder | 58 | 58 | Unknown | Unknown | |
ZITA TRUSSELL | Effective Date of this Prospectus | Former INfe Shareholder | 58 | 58 | Unknown | Unknown | |
S GREG VAUGHN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
ALDO DALLA-VECCHIA | Effective Date of this Prospectus | Former INfe Shareholder | 7,000 | 7,000 | Unknown | Unknown | |
ARTHUR D VIOLA | Effective Date of this Prospectus | Former INfe Shareholder | 166,607 | 166,607 | Unknown | Unknown | |
NICHOLAS VIOLA | Effective Date of this Prospectus | Former INfe Shareholder | 100,000 | 100,000 | Unknown | Unknown | |
BEAULAH WALKER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
JOHN LESLIE WALKER | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
RICHARD H WALKER | Effective Date of this Prospectus | Former INfe Shareholder | 11 | 11 | Unknown | Unknown | |
JEFF WHITEMAN & LISA WHITEMAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
DUANE WOLTER | Effective Date of this Prospectus | Former INfe Shareholder | 32 | 32 | Unknown | Unknown | |
GARY R WOOD | Effective Date of this Prospectus | Former INfe Shareholder | 2 | 2 | Unknown | Unknown | |
JAY O WRIGHT | Effective Date of this Prospectus | Former INfe Shareholder | 485 | 485 | Unknown | Unknown | |
YES INTERNATIONAL (23) | Effective Date of this Prospectus | Former INfe Shareholder | 1,500 | 1,500 | Unknown | Unknown | |
DAVID M ZANI | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
Name of Selling Shareholder | Date Acquired | Relationship | Common Stock Owned Before the Offering | Common Stock Which May Be Offered | Common Stock Owned after the Offering | Percent of Commmon Stock Owned After the Offering(1) | |
MIKE ZIMMERMAN | Effective Date of this Prospectus | Former INfe Shareholder | 1 | 1 | Unknown | Unknown | |
(1) | 4,801,069 | 4,801,069 |
(1) | This number assumes our outstanding shares to be 4,801,069 shares following the spin-off. |
(2) | The person who has voting or investment control over the entity’s securities is Jack/Virginia Nellysford. |
(3) | The person who has voting or investment control over the entity’s securities is Kevin Sharkey, VP Business Development. |
(4) | The person who has voting or investment control over the entity’s securities is Alex Lurie, CFO & SVP Strategic Development. |
(5) | The person who has voting or investment control over the entity’s securities is Charles Townsend, VP. |
(6) | The person who has voting or investment control over the entity’s securities is Stephen Holt - Managing Director. |
(7) | The person who has voting or investment control over the entity’s securities is John Swanson. |
(8) | The person who has voting or investment control over the entity’s securities is Elliot Green, Treasurer. |
(9) | The person who has voting or investment control over the entity’s securities is Linda Merrill. |
(10) | The person who has voting or investment control over the entity’s securities is Tony Robbins. |
(11) | The person who has voting or investment control over the entity’s securities is Michael King. |
(12) | The person who has voting or investment control over the entity’s securities is Jack Parlance, VP. |
(13) | The person who has voting or investment control over the entity’s securities is Linda De Rosa. |
(14) | The person who has voting or investment control over the entity’s securities is Jeff Brown, Corporate VP. |
(15) | The person who has voting or investment control over the entity’s securities is Eric Madden. |
(16) | The person who has voting or investment control over the entity’s securities is John Barker, Controller. |
(17) | The person who has voting or investment control over the entity’s securities is Bob Davidoff - Senior Manager. |
(18) | The person who has voting or investment control over the entity’s securities is Bill Holden, Controller. |
(19) | The person who has voting or investment control over the entity’s securities is Ed Holstein, Treasurer. |
(20) | The person who has voting or investment control over the entity’s securities is Charles Townsend, VP. |
(21) | The person who has voting or investment control over the entity’s securities is Marcella Luiso. |
(22) | The person who has voting or investment control over the entity’s securities is John Timlin, VP. |
(23) | The person who has voting or investment control over the entity’s securities is Richard Kaiser. |
(24) | The person who has voting or investment control over the entity’s securities is Blaine Reilly, Managing Director. |
(25) | The person who has voting or investment control over the entity’s securities is Bob Loyde, VP. |
(26) | The persons who have voting or investment control over the entity’s securities are believed to be Herb and Marline Kirschner. |
(27) | The person who has voting or investment control over the entity’s securities is Joseph Praetorium, VP. |
· | Is not subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act, at the time of his participation in the offering of the securities; and |
· | Is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and |
· | Is not at the time of his participation an associated person of a broker or dealer; and |
· | Meets the conditions of any one of paragraph (a)(4) (ii), or (iii) of said section. |
· | Mr. Viola meets all of the following conditions: |
· | Mr. Viola restricts his participation to any one or more of the following activities: |
· | Block trades in which the broker or dealer so engaged will attempt to sell our common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
· | An exchange distribution in accordance with the rules of any stock exchange on which our common stock is listed; |
· | Ordinary brokerage transactions and transactions in which the broker solicits purchases; |
· | Privately negotiated transactions; |
· | In connection with short sales of our shares; |
· | Through the distribution of our common stock by any selling stockholder to its partners, members or stockholders; |
· | By pledge to secure debts of other obligations; |
· | In connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; |
· | Purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or |
· | In a combination of any of the above. |
DANIELS CORPORATE ADVISORY COMPANY, INC.
Parker Towers, 104-60, Queens Boulevard
12th Floor
Forest Hills, New York 11375
To the investors in Daniels Corporate Advisory Company, Inc. as a result of a spin-off:
Daniels Corporate Advisory Company, Inc., Inc., a Nevada corporation (the “Company”) has filed a registration statement with the United States Securities and Exchange Commission (the “Registration Statement”) with respect to the issuance and resale of 4,801,069 shares of our common stock to the stockholders of INfe Human Resources, Inc., a Nevada corporation, pursuant to a spin-off of the shares of the registrant held by INfe Human Resources. Please refer to “Prospectus Summary - The Offering,” “Plan of Distribution,” and “Selling Stockholders” in the Registration Statement which can be found on the SEC’s EDGAR web site as follows:
http://www.sec.gov/cgi-bin/browse-edgar?company=Daniels+Corporate+Advisory&match=&CIK=&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany.
As described in the registration statement you and other parties (collectively, the “selling stockholders”) will receive shares of the common stock of the Company (the “Shares”) and as a result, you will be deemed to be an “underwriter” as defined in the Securities Act of 1933, as amended (the “Securities Act”) and the liability provisions under the Securities Act, including, but not limited to misstatements or omissions in the prospectus, will apply to the selling stockholders. The Company does hereby indemnify each holder of the Shares who receives the Shares as a result of the spin-off as described in the Registration Statement from and against all liabilities pursuant to the Securities Act, in connection with the Registration Statement which may be asserted against such holder of the Shares.
You should be aware that since we have a limited operating history and very limited financial resources, our ability to provide a meaningful indemnification is at best minimal.
The selling stockholders will be offering shares of our common stock. The selling stockholders may sell all or a portion of these shares through registration under the Securities Act of 1933, as amended, from time to time in market transactions through any market on which our common stock is then traded, in negotiated transactions or otherwise, at a price of $0.001 per share for the duration of the offering pursuant to this prospectus. For additional information on the methods of sale, you should refer to the section in the prospectus entitled “Plan of Distribution.”
Dated; March 8, 2013. | ||
DANIELS CORPORATE ADVISORY COMPANY, INC. | ||
By | /s/ Arthur Viola | |
Arthur D. Viola, President |
Balance Sheets as of November 30, 2012 (audited) and November 30, 2011 (audited) | ||
Statements of Operations for the Years Ended November 30, 2012 (audited) and November 30, 2011(audited) | ||
Statements of Cash Flows for the Years Ended November 30, 2012 (audited) and November 30, 2011 (audited) | ||
Statements of Comprehensive Loss for the Years Ended November 30, 2012(audited) and November 30, 2011(audited) | ||
Statement of Stockholders Equity for the years ended November 30, 2012 (audited) and November 30, 2011 (audited) | ||
Notes to Financial Statements (audited) Independent Auditor's Report |
Daniels Corporate Advisory Company, Inc. | ||||||
Balance Sheets |
November 30, | November 30, | |||||||
ASSETS | 2012 | 2011 | ||||||
Audited | Audited | |||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 82 | $ | 173 | ||||
Accounts Receivable | 0 | 0 | ||||||
Other Assets | 118,000 | 13,600 | ||||||
Total Current Assets | 118,082 | 13,773 | ||||||
OTHER ASSETS | 0 | 0 | ||||||
TOTAL ASSETS | $ | 118,082 | $ | 13,773 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts Payable and accrued expenses | $ | 1,129,369 | $ | 880,656 | ||||
Total Current Liabilities | 1,129,369 | 880,656 | ||||||
LONG-TERM LIABILITIES | ||||||||
Stockholder Loans | 4,495 | 4,165 | ||||||
�� | ||||||||
Total Long Term Liabilities | 4,495 | 4,165 | ||||||
TOTAL LIABILITIES | 1,133,864 | 884,821 | ||||||
STOCKHOLDERS' EQUITY(DEFICIT) | ||||||||
Preferred Stock, $.001 par value; 50,000,000 shares authorized, none issued and outstanding | 50 | 50 | ||||||
Common Stock, $001 par value; 750,000,000shares authorized, 10,000 and 10,000issued and outstanding | 10 | 10 | ||||||
Additional paid-in-capital | 3,873,726 | 3,873,726 | ||||||
Accumulated Deficit | (4,843,606 | ) | (4,708,408 | ) | ||||
Accumulated other comprehensive (loss) | (45,962 | ) | (36,426 | ) | ||||
Total Stockholders' Equity (Deficit) | (1,015,782 | ) | (871,048 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | $ | 118,082 | $ | 13,773 |
Daniels Corporate Advisory Company, Inc. | ||||||
Statements of Operations |
For the Year | For the Year | |||||||
Ended | Ended | |||||||
November 30, | November 30, | |||||||
2012 | 2011 | |||||||
Audited | Audited | |||||||
REVENUES | $ | 114,000 | $ | 0 | ||||
OPERATING EXPENSES | 249,198 | 273,987 | ||||||
NET INCOME(LOSS) BEFORE | ||||||||
DEPRECIATION & AMORTIZATION | (135,198 | ) | (273,987 | ) | ||||
Depreciation & Amortization | 0 | 0 | ||||||
NET INCOME(LOSS) BEFORE OTHER EXPENSE | (135,198 | ) | (273,987 | ) | ||||
OTHER INCOME (EXPENSE): | ||||||||
Interest and Penalties Expense | 0 | 0 | ||||||
NET INCOME(LOSS) BEFORE | ||||||||
PROVISION FOR INCOME TAXES | (135,198 | ) | (273,987 | ) | ||||
Provision for income taxes | 0 | 0 | ||||||
NET INCOME(LOSS) | $ | (135,198 | ) | $ | (273,987 | ) | ||
BASIC AND DILUTED LOSS PER | ||||||||
SHARE | (13.52 | ) | (27.40 | ) | ||||
WEIGHTED AVERAGE NUMBER | ||||||||
OF SHARES OUTSTANDING | 10,000 | 10,000 |
"See Notes to Financial Statements"
Daniels Corporate Advisory Company, Inc. | |||||
Statements of Cash Flows |
For the Years Ended | ||||||||
November 30, | November 30, | |||||||
2012 | 2011 | |||||||
Audited | Audited | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income (loss) | $ | (135,198 | ) | $ | (273,987 | ) | ||
Adjustments to reconcile net income (loss): | ||||||||
Amortization | 0 | 0 | ||||||
Unrealized gain on securities | (9,536 | ) | 3,616 | |||||
Changes in assets and liabilities: | ||||||||
(Increase) in other assets | (104,400 | ) | (13,600 | ) | ||||
(Increase)decrease in accounts receivable | 0 | 45,500 | ||||||
Increase in accounts payable and accrued expenses | 248,713 | 236,372 | ||||||
Total cash flows from operating activities | (421 | ) | (2,099 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
0 | 0 | |||||||
Total cash flows from investing activities | 0 | 0 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Contributions of capital | 0 | 0 | ||||||
Proceeds from Stockholder Loans | 330 | 4,915 | ||||||
Payments to Stockholder Loans | 0 | (3,000 | ) | |||||
Total cash flows from financing activities | 330 | 1,915 | ||||||
Increase in cash and equivalents | (91 | ) | (184 | ) | ||||
Cash and cash equivalents at beginning of year | 173 | 357 | ||||||
Cash and cash equivalents at end of year | $ | 82 | $ | 173 |
Daniels Corporate Advisory Company, Inc. | |||||||
Statements of Cash Flows |
For the Years Ended | ||||||||
November 30, | November 30, | |||||||
2012 | 2011 | |||||||
Audited | Audited | |||||||
CASH PAID DURING THE YEAR FOR: | ||||||||
Interest | $ | 0 | $ | 0 | ||||
Income taxes | $ | 0 | $ | 0 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Unrealized gain (loss) on securities | $ | (9,536 | ) | $ | 3,616 | |||
"See Notes to Financial Statements" |
Daniels Corporate Advisory Company, Inc. | ||||
Statement of Comprehensive Income (Loss) |
For the Years Ended | ||||||||
November 30, | November 30, | |||||||
2012 | 2011 | |||||||
Audited | Audited | |||||||
Net loss | $ | (135,198 | ) | $ | (273,987 | ) | ||
Other comprehensive income (loss) | 0 | 0 | ||||||
Unrealized gains(losses) arising during the period | (9,536 | ) | 3,616 | |||||
Comprehensive income (loss) | $ | (144,734 | ) | $ | (270,371 | ) | ||
"See Notes to Financial Statements" |
Daniels Corporate Advisory Company, Inc. | ||||||||
Statement of Stockholders’ Equity(Deficit) | ||||||||
For the years Ended November 30, 2012 | ||||||||
and 2011 Audited |
Contributed | ||||||||||||||||||||||||||||||||
Capital in | ||||||||||||||||||||||||||||||||
Excess of | Comprehensive | Accumulated | ||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | PAR Value | Items | Deficit | Total | |||||||||||||||||||||||||
Balances November 30, 2010 | 50,000 | $ | 50 | 10,000 | $ | 10 | $ | 3,873,726 | $ | (36,426 | ) | $ | (4,434,421 | ) | $ | (597,061 | ) | |||||||||||||||
Net Income FYE 11/30/11 | (273,987 | ) | (273,987 | ) | ||||||||||||||||||||||||||||
Balances November 30, 2011 | 50,000 | 50 | 10,000 | 10 | 3,873,726 | (36,426 | ) | (4,708,408 | ) | (871,048 | ) | |||||||||||||||||||||
Net Income FYE 11/30/12 | (9,536 | ) | (135,198 | ) | (144,734 | ) | ||||||||||||||||||||||||||
Balances November 30, 2012 | 50,000 | $ | 50 | $ | 10,000 | $ | 10 | $ | 3,873,726 | $ | (45,962 | ) | $ | (4,843,606 | ) | $ | (1,015,782 | ) |
"See Notes to Financial Statements" |
● | Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
● | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
● | Level 3—Inputs that are both significant to the fair value measurement and unobservable. |
● | the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects; |
● | the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes; |
● | factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and |
● | the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise. |
In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.
In May 2011, the FASB issued an amendment to the accounting guidance for fair value measurement and disclosure. Among other things, the guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. It also clarifies and expands upon existing requirements for measurement of the fair value of financial assets and liabilities as well as instruments classified in shareholders’ equity. The guidance is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the guidance to have a material impact on our financial statements when implemented.
There are no other new accounting pronouncements adopted or enacted during the six months ended November 30, 2012 that had, or are expected to have, a material impact on our financial statements.
Election to be treated as an emerging growth company:
In the first quarter of 2012, Daniels has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1). This election allows Daniels 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, the Daniels financial statements may not be comparable to companies that comply with public company effective dates.
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Daniels Corporate Advisory Company, Inc., (Daniels) has revenues as a result of corporate financial consulting services which are recognized as services are performed. Daniels also operates the merchant banking division, which did not have any revenues to recognize.
2012 | 2011 | |||||||
Net (Loss) | $ | (135,198 | ) | $ | (273,987 | ) | ||
Weighted-average common shares outstanding basic | ||||||||
Weighted-average common stock | 10,000 | 10,000 | ||||||
Equivalents | ||||||||
Stock options | - | - | ||||||
Warrants | - | - | ||||||
Convertible Notes | - | |||||||
Weighted-average common shares outstanding- diluted | 10,000 | 10,000 |
Cash Equivalents are Investments consist of a portfolio of common stocks trading on the OTC: BB that are not being held long term for strategic reasons. The fair market values of the investments were $82 and $22 at November 30, 2012 and November 30, 2011, respectively. Due to their immaterial amounts and that they are liquid they have been classified as cash equivalents. Unrealized losses for cash equivalents and investments for the year ended November 30, 2012 were $9,536 and unrealized gains were $3,616 for the year ended November 30, 2011.
Investments are Marketable securities are classified as available-for-sale. During the periods ended November 30, 2012 and November 30, 2011, there were no available-for-sale securities sold and gross realized (losses) gains on these sales were zero. For purpose of determining gross realized gains, the cost of securities when sold is based on the FIFO method of valuation. Net unrealized holding gains (losses) on available-for-sale securities in the amount of $(45,962) and $(36,426), respectively, for November 30, 2012 and November 30, 2011 and have been included in accumulated other comprehensive income.
November 30, 2012 | November 30, 2011 | |||||||
Net operating loss carry forwards valuation available | $ | 1,582,618 | $ | 1,535,299 | ||||
Valuation Allowances | 1,582,618 | 1,535,299 | ||||||
Difference | $ | 0 | $ | 0 |
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance in the amount of S1,582,618 at November 30, 2012 and $1,535,299 at November 30, 2011. During the years ended November 30, 2012 and November 30, 2011 the company did not utilize any of its NOL.
DANIELS CORPORATE ADVISORY COMPANY, INC.
4,901,069 Shares of
Common Stock
________________________
PROSPECTUS
________________________
March 18, 2013
Until June 18, 2013, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.