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EX-5.0 - NORMAN T. REYNOLDS LAW FIRM - Daniels Corporate Advisory Company, Inc.exhibit.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Daniels Corporate Advisory Company, Inc.ex_23-2.htm
As Filed with Securities and Exchange Commission on January 22, 2013
 
Registration No. 333-169128
 
SECURITIES AND EXCHANGE COMMISSION
 
==================================
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
==================================
DANIELS CORPORATE ADVISORY COMPANY, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of
Incorporation or organization)
 
6199
(Primary Standard Industrial
Classification Code Number)
 
04-3667624
(I.R.S. Employer Identification No.)

Parker Towers, 104-60, Queens Boulevard
12th Floor
Forest Hills, New York 11375
(347) 242-3148
(Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
 
Mr. Arthur D. Viola
Chief Executive Officer
Daniels Corporate Advisory Company, Inc.
Parker Towers, 104-60, Queens Boulevard
12th Floor
Forest Hills, New York 11375
(347) 242-3148
(Name, Address and Telephone Number of Agent for Service)
With a Copy to:
Norman T. Reynolds, Esq.
Norman T. Reynolds Law Firm
3262 Westheimer Road, Suite 234
Houston, Texas 77098
Telephone No.: (713) 503-9411
Telecopier No.: (713) 456-2509
 
___________________________________
 
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o    (Do not check if a smaller reporting company)
Smaller reporting company x
 
 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities To Be Registered
 
Amount To
Be Registered (1)
 
Offering Price
Per Share (2)
 
Aggregate
Offering Price
 
Amount of
Registration Fee
Common stock, spin-off and selling stockholders (3)
 
4,801,069
 
$0.001
 
4,901.07
 
$
 
(1)
In the event of a stock split, stock dividend, or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.
(2)
Based on Rule 457 under the Securities Act.  The offering price is the par value of $0.001 of the shares to be issued.  The filing fee of $0.56 has already been paid.  We do not plan to pay any commissions with respect to the spin-off of our stock.  See “Plan of Distribution.”  The factors used in determining the offering price per share are discussed in “Prospectus Summary - The Offering.”
(3)
Represents shares held by the selling stockholders, which include the shares to be issued to the INfe Human Resources stockholders in the spin-off and others.  See “Prospectus Summary - The Offering,” “Plan of Distribution,” and “Selling Stockholders.”
  

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 
 

 

EXPLANATORY NOTE
 
On July 11, 2012, our registration statement filed with the Securities and Exchange Commission and bearing No. 333-169128 on Form S-1 became effective.  This Post-Effective Amendment to our Form S-1 No. 333-169128 is being filed to correct an error in the registration of the issuance and resale of the number of the 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 our registration statement filed with the Securities and Exchange Commission and bearing No. 333-169128 on Form S-1 which became effective on July 11, 2012, the number of shares we stated that were to be issued and resold by the stockholders of INfe Human Resources, Inc. was listed as 4,909,971, when in fact the number should have been stated is 4,901,069, a difference of 8,902 shares.  The registration for resale of 100,000 shares of our common stock held by persons other than by the stockholders of INfe Human Resources was not affected.  Please refer to “Selling Stockholders.”
 
The error was caused by a list of stockholders furnished by Computershare Trust, the previous transfer for INfe Human Resources, which provided the most available listing of stockholders for the record date of June 22, 2010.  When Daniels Corporate Advisory attempted to have issued a stock symbol from Financial Industry Regulatory, Inc., our current transfer agent, Island Transfer of Clearwater Florida, discovered the overstatement of 8,902 shares.  The list of our stockholders as certified by Island Transfer is included in this post-effective amendment.  Please refer to “Selling Stockholders.”
 
No shares have been issued as a result of our registration statement filed with the Securities and Exchange Commission and bearing No. 333-169128 on Form S-1 which became effective on July 11, 2012.
 
Except as described above with respect to changing the number of shares that we stated that were to be issued and resold by the stockholders of INfe Human Resources, Inc. as 4,909,971, when in fact the number should have been stated as 4,901,069, a difference of 8,902 shares, no other changes have been made to our Form S-1 Registration Statement No. 333-169128.  For the convenience of the reader and as required under SEC rules, this Post-Effective Amendment to Form S-1 sets forth the complete text of Form S-1 rather than just the amended portions thereof.  We have updated the disclosures in this Post-Effective Amendment to speak as of January 22, 2013, to reflect events which occurred at a date later than July 11, 2012.  The filing of this Post-Effective Amendment is not an admission that our Registration Statement No. 333-169128 on Form S-1, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

 
 

 

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 22, 2013
 
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 as Attachment 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 _____, 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.
 
 
 

 

TABLE OF CONTENTS
 
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
 
 
 

 

PROSPECTUS SUMMARY
 
This summary highlights information described more fully elsewhere in this prospectus.  You should read the entire prospectus carefully.  In this prospectus, “Daniels Corporate Advisory,” the “Company,” “we,” “us” and “our” refer to Daniels Corporate Advisory Company, Inc., a Nevada corporation.
 
The Company
           
Since 2002, Daniels Corporate Advisory has been engaged in all forms of corporate development activities, including roll-ups, corporate financial consulting services, merchant banking services, merger and acquisitions assignments, and advisory on leverage buyout/management buyout transactions in a variety of industries.  Our corporate financial consulting division provides advisory services to client companies.  Our merchant banking services division plans include deal structure, negotiation, and senior management advisory on capital markets resources.  However, since 2002, we have had only one employee and limited revenues from operations and have a loss of $4,761,813 from 2002 through February 29, 2012.  See “Business.”
 
Our principal executive offices are located at Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375, telephone (347) 242-3148.  Our email address is Onewallstreetn@aol.com.  We do not currently have a web site, although we do expect to construct one in the near future.  Any information which may be contained in our web site shall not constitute part of this prospectus.
 
The Offering
 
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” 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.”
 
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 as Attachment A.
 
 
1

 
 
The offering price per share of $0.001 is the par value of the shares to be issued in connection with the proposed spin-off.  There will be no commissions paid in connection with the spin-off shares as described in this prospectus.  Please refer to “Plan of Distribution” beginning on page 50 of this prospectus.  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 Spin-Off
 
On June 22, 2010, INfe Human Resources, Inc., a Nevada corporation, determined to spin-off all of the shares of Daniels Corporate Advisory Company, Inc., a Nevada corporation, held by INfe Human Resources to the holders of INfe Human Resources common stock.  Daniels Corporate Advisory has been a wholly-owned subsidiary of INfe Human Resources since August 1, 2002.  INfe Human Resources will affect the spin-off by distributing one share of Daniels Corporate Advisory common stock as a non-taxable distribution for each 100 outstanding shares of common stock of INfe Human Resources.  As a result, INfe Human Resources will distribute 4,801,069 shares of our common stock as of 5:00 p.m., New York, New York time, on the effective date of the post-effective registration statement of which this prospectus is a part to the holders of record of INfe Human Resources common stock at 5:00 p.m., New York, New York time, on June 22, 2010.  As of the June 22, 2010, Mr. Viola, our chairman and chief executive officer, is no longer employed or associated with INfe Human Resources, Inc.
 
Inasmuch as INfe Human Resources will distribute 4,801,069 shares of our common stock to the to the INfe Human Resources stockholders, following the spin-off, INfe Human Resources will own no shares of Daniels Corporate Advisory, which means that Daniels Corporate Advisory will be a fully independent company, although there may not be any active market for our shares.  No vote of INfe Human Resources stockholders was required in connection with the spin-off.  INfe Human Resources has approximately 131 stockholders of record, including the shares held by Cede & Co. for the benefit of various unknown stockholders.  The INfe Human Resources stockholders will not be required to pay any cash or other consideration for the shares of Daniels Corporate Advisory common stock distributed to them as a result of the spin-off or to surrender or exchange their shares of INfe Human Resources common stock to receive the distribution of Daniels Corporate Advisory common stock.
 
Reasons for the Spin-Off
 
Daniels Corporate Advisory’s sole officer and director, Mr. Viola, believes that our separation from INfe Human Resources will provide the following benefits:
 
·  
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.
 
 
2

 
 
Improved Positioning for Each Company to Accelerate Growth
 
Daniels Corporate Advisory’s sole officer and director, Mr. Viola, believes that Daniels Corporate Advisory and INfe Human Resources will be better positioned to accelerate their growth as two separate companies as compared to the current combined company structure.  Daniels Corporate Advisory’s sole director, Mr. Viola, believes that opportunities for growth will result from the improved ability of each company to focus on and implement its distinct corporate strategy, take advantage of available market opportunities on a more timely basis, reinvest its cash flows within the business, as Mr. Viola, its sole officer and director deems appropriate, and develop stronger and broader relationships with its customers.
 
As part of a combined company, each company’s growth initiatives have effectively competed with the other company’s investment opportunities in terms of available funding, resources, prioritization and time permitted for review and approval.  The businesses of Daniels Corporate Advisory and INfe Human Resources have typically operated autonomously.  However, due to the different cyclicality characteristics of the Daniels Corporate Advisory and INfe Human Resources businesses, each company has not had the ability to reinvest its cash flows in internal growth as quickly as may have been desirable for its business on a standalone basis.  For the same reason, the capital structure of the combined company has been relatively conservative.  While this capital structure was appropriate for the combined company, it had a negative impact on the ability of each company to implement strategies for its own business on a standalone basis.  Finally, so long as Daniels Corporate Advisory and INfe Human Resources were a combined company, part of the strategy of the combined company was to maintain a balance between its businesses and not become overly concentrated in either one of these businesses.  However, this strategy reduced the ability of each company to pursue its own growth initiatives.
 
More Efficient Allocation of Capital
 
As discussed above, as part of the combined company, Daniels Corporate Advisory and INfe Human Resources effectively competed for capital resources.  In addition, the combined company maintained an appropriate level of liquidity for that type of structure.  As a result, the flexibility of each company to invest capital in its business in a time and manner as its separate strategy would dictate was limited.  Daniels Corporate Advisory’s sole officer and director, Mr. Viola, believes that the separation of the personnel staffing business from the corporate finance business will enable a more efficient allocation of capital by providing each separate company’s board of directors and management the ability to reinvest that company’s free cash flow, utilize cash and investments and access the capital markets, if needed, in a manner responsive to the needs of that specific company, rather than the needs of the combined company.  We expect that this more efficient allocation of capital will provide the separated companies with greater flexibility to pursue their strategic initiatives within their capital-intensive industries.
 
Sharpened Management Focus and Strategic Vision and Closer Alignment of Management Incentives with Stockholder Value Creation
 
Daniels Corporate Advisory’s sole officer and director, Mr. Viola, also took into account the fact that each company has different business strategies and offers significantly different business opportunities for growth.  They determined that the spin-off should allow the management team of each company to improve its focus on its strategic priorities and make business and operational decisions that are in the best interest of its operations, taking into consideration the different challenges and opportunities and different financial profiles and capital needs pertinent to its business.  As separate companies, each will be able independently to prioritize allocation of resources and capital in support of its business strategies.  As a combined company, our projects have effectively competed with other investment opportunities within INfe Human Resources.  As separate companies, each of Daniels Corporate Advisory and INfe Human Resources will no longer have to compete for investment capital with the other, and each would be in a position to pursue a growth strategy to optimize its own operations.
 
By eliminating the necessary time and resources required to resolve conflicting business priorities and strategic needs, the two businesses will be better able to compete through quicker decision making, more efficient deployment of capital and corporate resources and enhanced responsiveness to market demands.  As of June 22, 2010, Mr. Viola is no longer employed or associated with INfe Human Resources.  In addition, Daniels Corporate Advisory’s sole officer and director, Mr. Viola, concluded that the separation of the two businesses through the spin-off will allow each company to provide incentive compensation to its key employees in the form of equity-based incentive compensation that is more closely aligned with the performance of each business.  By separating the two companies, management of each company should be in an improved position to attract employees with the correct skill set, to motivate them appropriately and to retain them for the long term.
 
 
3

 
 
Daniels Corporate Advisory’s sole director, Mr. Viola, also considered a number of potentially negative factors in evaluating the spin-off, including:
 
·  
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 Daniels Corporate Advisory’s sole director, Mr. Viola, concluded that the potential long-term benefits of the spin-off outweighed these factors.
 
In view of the wide variety of factors considered in connection with the evaluation of the spin-off and the complexity of these matters, Daniels Corporate Advisory’s sole director, Mr. Viola, did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to the factors considered.
 
We believe we will be able to network, additionally, through our board members to be selected in the future and through news releases on our independent activities to gain exposure.  Also, we expect that Daniels Corporate Advisory will be recognized on its own and invited by other service providers to participate in a variety of areas in corporate strategy for clients including those in need of corporate development, (advisory on acquisition, joint-venture and partnerships); corporate restructuring, (advisory on the redeployment of assets and cash flows); market-planning (advisory on creation of new ideas/new concepts for new business segment expansion for consulting clients) and creative financing services, (advisory on structure/methods that help create the least dilution financing alternative for a clients’ expansion).  All of these corporate strategy consulting specialties, will be used to cross-market services on our own, soon to be created, Internet web site and the web site of any public nano-cap client company (with market-capitalization of less than $50 million) that we have as a client.
 
At the present time, Daniels Corporate Advisory is a subsidiary of INfe Human Resources, with our corporate activities directed by Arthur D. Viola.  Following the spin-off Daniels Corporate Advisory will be owed by the INfe Human Resources stockholders as of June 22, 2010, and not INfe Human Resources.  Mr. Viola will remain as our chief executive officer and director.  As of June 22, 2010, Mr. Viola is no longer employed or associated with INfe Human Resources.  However, we intend to bring on additional management personnel and expand our board of directors as conditions and finances warrant.
 
 
4

 
 
Daniels Corporate Advisory has no present plans to be acquired or to merge with another company nor does Daniels Corporate Advisory or Mr. Viola have plans to enter into a change of control or similar transaction.  However, due to his ownership of 50,000 shares of our preferred stock, Mr. Viola he has 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.  As a result, Mr. Viola has the power to enter into a change of control or similar transaction with respect to Daniels Corporate Advisory, without the concurrence of any of our other stockholders.  See “Risk Factors – Risks Relating to our Stock.”
 
Current Operations of INfe Human Resources
 
We believe that the current operations of INfe Human Resources shall remain the employee staffing business.  Our management is unaware of the current model and current prospects and results of operations of INfe Human Resources.
 
The Number of Shares to be Received as a Result of the Spin-Off
 
The actual number of shares of Daniels Corporate Advisory common stock that will be distributed to the INfe Human Resources stockholders will be calculated as of June 22, 2010.  The ratio that will be used to determine the number of Daniels Corporate Advisory common shares each INfe Human Resources stockholder will receive for each share of INfe Human Resources common stock he owned on June 22, 2010 is calculated as follows:
 
4,801,069
(which is the total number of shares of Daniels Corporate Advisory common stock
to be distributed in the spin-off)
 
Divided by 480,097,173
 
(which is the total number of shares of INfe Human Resources common stock
outstanding at 5:00 p.m., New York, New York time, on June 22, 2010)
 
Based on the number of shares of INfe Human Resources common stock outstanding as of June 22, 2010, each INfe Human Resources stockholder will receive one share of Daniels Corporate Advisory common stock for each 100 shares of INfe Human Resources common stock held on June 22, 2010.
 
When and How the Daniels Corporate Advisory Shares Will be Received
 
The Daniels Corporate Advisory shares will be distributed as of 5:00 p.m., New York, New York time, on the effective date of the post-effective registration statement of which this prospectus is a part (the “Distribution Date”) by Daniels Corporate Advisory by causing the shares of Daniels Corporate Advisory common stock to be registered in accounts established in the ownership records of Daniels Corporate Advisory.
 
Registered Holders.  If any INfe Human Resources stockholder own shares in registered form, the Daniels Corporate Advisory shares distributed to him will be registered in his name and he will become the record holder of that number of shares of Daniels Corporate Advisory common stock.
 
Street Name Holders.  If any INfe Human Resources stockholder shares are held in a brokerage account or with a nominee, the distribution will be credited to the account of his brokerage firm or nominee.  The INfe Human Resources stockholder’s broker/nominee will in turn credit his account for the Daniels Corporate Advisory shares that he is entitled to receive.  This could take up to two weeks from the Distribution Date.
 
Fractional Shares.  We will not deliver any fractional shares of Daniels Corporate Advisory common stock in connection with the spin-off.  Instead, we will round up to nearest whole and deliver rounded up shares to each INfe Human Resources stockholder.
 
Book-Entry Registration.  Daniels Corporate Advisory common stock will be issued in book-entry form through the Direct Registration System.  Daniels Corporate Advisory’s transfer agent and registrar, Signature Stock Transfer, 2632 Coachlight Court, Plano, Texas 75093, telephone (972) 612–4120, facsimile (972) 612–4122, and e-mail signaturestocktransfer@MSN.com, will hold each INfe Human Resources stockholder’s book-entry shares.  If an INfe Human Resources stockholder wishes to receive a physical certificate after the Distribution Date, he should contact Signature Stock Transfer.
 
 
5

 
 
Distribution Statement.  Following the Distribution Date, a distribution statement will be sent to each INfe Human Resources stockholder showing his ownership interest in Daniels Corporate Advisory common stock.  We currently estimate that it will take up to 10 days from the Distribution Date to complete the mailings of distribution statements.
 
Dissenters Right of Appraisal
 
Nevada law does not provide for a right of a stockholder to dissent to the spin-off.
 
U.S. Federal Income Tax Consequences
 
We have not obtained any tax opinion with respect to the spin-off.  Therefore, all INfe Human Resources stockholders should consult with their own tax advisers to determine whether or not the spin-off will be tax-free to our common stockholders for U.S. federal income tax purposes, specifically as to whether or not the INfe Human Resources common stockholders who receive our shares will recognize a gain or loss by reason of the receipt of shares of Daniels Corporate Advisory common stock as a result of the spin-off.
 
We are an Emerging Growth Company
 
Pursuant to Section 107 of the Jumpstart Our Business Startups Act (the “JOBS Act”) which was signed into law on April 5, 2012, we have elected to claim the exemption provided to emerging growth companies.
 
The JOBS Act provides an “IPO on ramp” for “emerging growth companies” (a newly created category of issuer under the Securities Act), which are issuers with annual gross revenues of less than $1 billion during the most recently completed fiscal year.  Emerging growth companies may take advantage of the scaled disclosure requirements that already have been available to “smaller reporting companies” (defined by the Securities Act as companies having a public float of less than $75 million).  The scaled disclosure includes a requirement to include only two, rather than three, years of audited financial statements in the issuer’s initial public offering (“IPO”) registration statement and, during the “IPO on ramp” period, the ability to omit the auditor’s attestation on internal control over financial reporting required by the Sarbanes-Oxley Act of 2002.
 
Also during the “IPO on ramp” period, emerging growth companies would not need to submit say-on-pay votes to their stockholders (including say-on-pay frequency or golden parachute votes) and would face more limited executive compensation disclosure requirements than larger companies.
 
Changes to the IPO process itself are likely the most significant aspects of the new emerging growth company regime.  The JOBS Act allows an emerging growth company to submit its IPO registration statement on a confidential basis, with the result that any sensitive information contained in the registration statement would not be immediately publicly available.  The ability for an emerging growth company to maintain confidentiality and avoid disclosing that it is contemplating an offering until it is ready to do so is significant.
 
However, the initial confidential submission and any subsequent amendments must be publicly filed at least 21 days before the issuer’s road show.  In addition, the JOBS Act permits an emerging growth company to “test the waters” by communicating orally or in writing with qualified institutional buyers or other accredited investors to gauge interest in a contemplated securities offering, even if a registration statement has not yet been filed, and permits analysts to publish research reports about an emerging growth company that is going public even if the analyst’s firm is one of the underwriters in the issuer’s IPO.
 
These emerging growth company and “IPO on ramp” provisions can be taken advantage of not only by any issuers who go public in the future, but also by any issuer that has consummated an IPO since December 9, 2011.  The “IPO on ramp” period ends upon the earliest of:
 
 
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The last day of the fiscal year in which the issuer achieves annual gross revenues of at least $1 billion;
 
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The last day of the fiscal year following the fifth anniversary of the issuer’s IPO;
 
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The issuance of more than $1 billion in non-convertible debt during the previous three years; or
 
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The issuer’s becoming a “large accelerated filer” (which generally is an issuer with at least $700 million in public float).
 
While the JOBS Act by no means overhauls the IPO process for emerging growth companies, it may help minimize the “time to market” and fill in a gap for companies wishing to undertake an IPO that now qualify as emerging growth companies but did not previously qualify as smaller reporting companies, and it reduces audit-related costs and lessens certain ongoing reporting requirements.
 
The JOBS Act also provides scaled disclosure requirements within registration statement, as follows:
 
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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);
 
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The emerging growth company’s management discussion and analysis only needs to cover years for which the company’s financials are provided; and
 
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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.
 
Since Daniels Corporate Advisory is currently in registration, we do not intend to scale back our disclosure.  In addition, we are not asking for any confidential treatment with respect to our post-effective registration statement.
 
With respect to executive compensation, emerging growth companies can follow the disclosure requirements for smaller reporting company (generally companies with public float of less than $75 million) under Regulation S-K.  However, unless the SEC issues guidance to the contrary, an already existing issuer that is an emerging growth company but does not qualify as smaller reporting company will not get benefit of reduced executive compensation disclosure.
 
Under the JOBS Act, emerging growth companies need only provide the following with respect to executive compensation:
 
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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;
 
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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
 
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May omit compensation disclosure and certain compensation tables.
 
Emerging growth companies have scaled disclosure after an initial public offering, as follows:
 
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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:
 
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Auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act of 2002;
 
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Compensation disclosure and other executive compensation disclosure as noted above;
 
 
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·  
Disclosure required for the top three, rather than the top five named executive officers, as noted above;
 
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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).
 
After ceasing to qualify as an emerging growth company:
 
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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;
 
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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;
 
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Emerging growth companies will also be permitted to use any longer phase-in periods for private companies for any new or revised accounting standards;
 
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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.”
 
Rules for research coverage for an emerging growth company have been changed to provide:
 
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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;
 
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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
 
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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.
 
The JOBS Act does not explicitly preempt existing rules and does not expressly address rulemaking by national securities exchanges thus, it is unclear if the exchanges are still permitted to maintain independent conflict of interest rules.
 
What continues to apply under the JOBS Act:
 
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Antifraud provisions regarding analyst research;
 
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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.
 
 
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Common stock offered
 
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.

 
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RISK FACTORS
 
This investment has a high degree of risk.  Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus.  If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down.  This means you could lose all or a part of your investment.
 
Risks Relating to Our Business
 
We have a limited operating history which may not serve as an adequate basis to judge our future prospects and results of operations.
 
Daniels Corporate Advisory Company, Inc., which was incorporated on August 22, 2002, has a limited operating history upon which an evaluation of our future performance and prospects can be made.  We are an early-stage operating company with limited revenue history.  Our prospects must be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business.  As an early-stage operating company, Daniels Corporate Advisory faces risks and uncertainties relating to its ability to successfully implement its business plan, which are described in more detail below.
 
Since inception, as a subsidiary of INfe Human Resources, Inc., Daniels Corporate Advisory has always been an operating company, furnishing its advisory to all phases of operations, finance and in the management of the staffing industry roll-up for its parent company for which revenues were eliminated during consolidations.  During our existence, we have booked approximately $100,000 in revenues.  Following the spin-off, we expect that we will be able to practice our specialties and be paid at the going consultation rate instead of at the much lower rates of the past.
 
Limited revenues and ongoing losses.
 
Since inception, Daniels Corporate Advisory has generated approximately $100,000 of revenue.  On a consolidated basis, as part of INfe Human Resources, it has booked losses because it has provided funding, referral, and advisory and oversight management advisory to the operating executives of each of the subsidiary staffing companies of INfe Human Resources.  Daniels earnings potential would have been greater; however, our one employee, Arthur D. Viola, has, over the last five years, dedicated practically all his time to the staffing subsidiaries of INfe Human Resources; brought in a variety of independent contractor consultants under our banner, to help correct and/or remedy operational and developmental problems as well as helped continue the growth of the staffing subsidiaries by providing venues to alternate financing options.  This has limited Mr. Viola’s time in transacting outside consulting assignments in his specialties for the Daniels subsidiary of IFHR.  We have incurred losses of $4,434,421 for the period from August 22, 2002 (inception) to November 30, 2010.  However, there was debt forgiveness income of $1,311,911 which resulted in a total net income of $1,031,275 for the year ended November 30, 2010.  From December 1, 2010, through August 31, 2011, Daniels Corporate Advisory had zero revenues and related expenses of $199,867.
 
Our business strategy is unproven and our prospects must be considered speculative.
 
Our business strategy is unproven, and we may not be successful in addressing early stage challenges, such as establishing our position in the market and developing effective marketing of our services.  To implement our business plan, capital may be provided from existing and possibly new consulting business revenue and through outside financing.  We have not yet located additional financing to implement our business plan in its entirety.  Initial growth may be very limited and based solely on compensation from a small, existing, consulting assignment with no guarantee of obtaining additional assignments over the next twelve months.  The other potential growth segment of our business plan, the acquisition of marketing rights for our services through the client networks of other Business Services Companies, will only occur if we can obtain outside financing.  Internally generated funds, alone, will not be sufficient to implement this phase of our business plan.
 
 
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Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business, specifically the risks inherent in developmental stage companies.  We expect to continue to incur significant operating and capital expenditures and, as a result, we expect significant net losses in the future.  It is possible that we will not be able to achieve profitable operations or, if profitability is achieved, that it will be maintained for any significant period, or at all.
 
Our auditors have stated we may not be able to stay in business.
 
Our auditors have issued a going concern opinion, which means that there is doubt that we can continue as an ongoing business for the next 12 months.  Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
The JOBS Act allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies.
 
Since, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
 
We may not be successful in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.
 
Daniels Corporate Advisory is engaged in the business of offering corporate financial consulting services and merchant banking services.
 
We do not know whether we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful.  In assessing our ability to meet these challenges, a potential investor should take into account our lack of operating history, our management’s relative inexperience, the competitive conditions existing in our industry and general economic conditions.  Our growth is largely dependent on our ability to successfully implement our business strategy.  Our revenues may be adversely affected if we fail to implement our business strategy or if we divert resources to a business strategy that ultimately proves unsuccessful.
 
Our service offerings may not be accepted.
 
We constantly seek to modify our service offerings to the marketplace.  As is typically the case evolving service offerings, anticipation of demand and market acceptance are subject to a high level of uncertainty.  The success of our service offerings primarily depends on the interest of our customers.  In general, achieving market acceptance for our services will require substantial marketing efforts and the expenditure of significant funds, which we may not have available, to create awareness and demand among customers.
 
We have limited marketing experience, and have extremely limited financial, personnel and other resources to undertake extensive marketing activities.  Accordingly, we are uncertain as to the acceptance of any of our services or our ability to generate the revenues necessary to remain in business.
 

Risks associated with our ability to manage expansion as a result of acquisitions.
 
The growth of our business depends in large part on our ability to manage expansion, control costs in our operations and consolidate acquisitions into existing operations.  This strategy will entail reviewing and potentially reorganizing acquired operations, corporate infrastructure and system and financial controls.  Unforeseen expenses, difficulties, complication and delays frequently encountered in connection with the rapid expansion of operations could inhibit our growth and adversely affect our financial condition, results of operations or cash flow.
 
 
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Risks associated with our inability to identify suitable acquisition candidates.
 
We may be unable to identify acquisition candidates that would result in the most successful combinations or be unable to consummate acquisitions on acceptable terms.  The magnitude, timing and nature of future acquisitions will depend upon various factors, including our success in establishing the corporate development “pilot programs” for consulting clients as a viable means of growth acceleration, the availability of suitable acquisition candidates that have the client base suitable for cross-marketing opportunities, the negotiation of acceptable terms, our financial capabilities, the availability of skilled employees to manage acquired companies and general economic and business conditions.
 
We may be unable to obtain financing for the acquisitions that are available to us.
 
We are currently attempting to obtain financing for our corporate financial consulting and merchant banking services lines of business as well as for acquisition opportunities which could result in material dilution to our existing stockholders.  We may be unable to obtain adequate financing for further development of our proposed services and for any acquisition for cross-marketing of services purposes, or that, if available, such financing will be on favorable terms.
 
Our future financial results are uncertain and our operating results may fluctuate, due to, among other things, consumer trends, seasonal fluctuations and market demand.
 
As a result of our short and sporadic operating history, it is difficult to accurately forecast our revenue.  Further, we have little historical financial data upon which to base planned operating expenses.  We base our current and future expense levels on our operating plans and estimates of future expenses.  Our expenses are dependent in large part upon expenses associated with our proposed marketing expenditures and related overhead expenses, and the costs of hiring and maintaining qualified personnel to carry out our respective services.  Sales and operating results are difficult to forecast because they will depend on the growth of our customer base, changes in customer demands and consumer trends, the degree of utilization of our advertising services as well as the mix of services and services sold.  As a result, we may be unable to make accurate financial forecasts and adjust our spending in a timely manner to compensate for any unexpected revenue shortfall.  This inability could cause our net losses in a given quarter to be greater than expected.
 
We rely on the services of Arthur D. Viola.
 
Our business relies on the efforts and talents of our sole officer and director, Arthur D. Viola.  The loss of his services could adversely affect the operations of our business, and could have a very negative impact on our ability to fulfill on our business plan.
 
If we ever become a publicly quoted company, we may have difficulty in attracting and retaining management and outside independent members to our board of directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly quoted company.
 
The directors and management of publicly quoted corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors.  Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims.  We currently do carry limited directors and officers’ liability insurance.  Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain.  If we are unable to continue or provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.
 
 
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We may lose potential independent board members and management candidates to other companies that have greater directors and officers’ liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer more lucrative compensation packages.  The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks.  As a company with limited operating history and resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.
 
We may fail to establish and maintain strategic relationships.
 
We believe that the establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter into strategic alliances.  We may not be able to enter into these strategic partnerships on commercially reasonable terms, or at all.  Even if we enter into strategic alliances, our partners may not attract significant numbers of customers or otherwise prove advantageous to our business.  Our inability to enter into new distribution relationships or strategic alliances could have a material and adverse effect on our business.
 
We may incur significant costs to ensure compliance with U.S. corporate governance and accounting requirements.
 
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC.  We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.  We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer’s liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.  As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.  We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
 
Risks Relating to Our Stock
 
Before the spin-off, Arthur D. Viola owns 50,000 shares of our super voting preferred stock entitling him to the right to vote 25,000,000 shares of our common stock in any election or event.  This concentration of ownership could discourage or prevent a potential takeover of Daniels Corporate Advisory that might otherwise result in your receiving a premium over the market price for your common stock.
 
Before the spin-off, Arthur D. Viola owns 50,000 shares of our super voting preferred stock entitling him to the right to vote 25,000,000 shares of our common stock in any election or event.  Following 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, as well as 50,000 shares of the Daniels Corporate Advisory preferred stock which has voting rights equal to 500 shares of the Daniels Corporate Advisory common stock for every one share of Daniels Corporate Advisory preferred stock held, which equates to voting rights of 25,466,606 shares of the Daniels Corporate Advisory common stock held by Mr. Viola, which amount exceeds our outstanding shares of common stock after the spin-off.  The result of the ownership of our common stock by Mr. Viola is that he has voting control on all matters submitted to our stockholders for approval and is able to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions.  Additionally, this concentration of voting power could discourage or prevent a potential takeover of Daniels Corporate Advisory that might otherwise result in your receiving a premium over the market price for your common stock.
 
 
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There is no market for our shares.  If we become a publicly quoted company, our common stock will most likely be thinly quoted, so you may be unable to sell at or near bid prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
 
Our shares are not registered under the United States securities laws and are not quoted or quoted on any securities market.  If our shares become publicly traded or quoted for sale, our common stock will be sporadically or “thinly-quoted” on the “Pink Sheets,” and possibly on the Over-the-Counter Bulletin Board, meaning that the number of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or nonexistent.  This situation will be attributable to a number of factors, including the fact that we are a small company which will be relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable.
 
As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that trading levels will not continue.
 
Pink Quote, informally known as the “Pink Sheets,” is an electronic quotation system operated by Pink OTC Markets that displays quotes from broker-dealers for many over-the-counter securities.  These securities tend to be inactively quoted stocks, including penny stocks and those with a narrow geographic interest.  Market makers and other brokers can use Pink Quote to publish their bid and ask quotation prices.  The term Pink Sheets is also used to refer to a market tier within the current Pink Quote system.
 
The Pink Sheets is not a stock exchange.  To be quoted in the Pink Sheets, companies do not need to fulfill any requirements (e.g., filing financial statements with the SEC).  The companies quoted in the Pink Sheets tend to be closely held, extremely small, thinly quoted, or bankrupt.  Most do not meet the minimum U.S. listing requirements for trading on a stock exchange such as the New York Stock Exchange.  Many of these companies do not file periodic reports or audited financial statements with the SEC, making it very difficult for investors to find reliable, unbiased information about those companies.
 
The OTCBB is a quotation service for the Financial Industry Regulatory Authority (“FINRA”) market makers, and not an issuer listing service or securities market.  There are no listing requirements that must be met by an OTCBB issuer.  Accordingly, there are no financial requirements and there is no minimum bid price requirement.
 
OTCBB companies are not considered to be “listed.”  There are, however, certain requirements an issuer must meet in order for its securities to be eligible for a market maker to enter a quotation on the OTCBB.  In order for a security to be eligible for quotation by a market maker on the OTCBB, the security must be registered with the Securities and Exchange Commission or other federal regulatory authority that has proper jurisdiction and the issuer must be current in its required filings with such federal authority.
 
The stated listing requirements for the OTCBB are as follows:
 
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Fully reporting with the Securities and Exchange Commission;
 
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Not a black check or inactive company;
 
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Minimum of 40 stockholders of record holding at least 100 shares each (note: this number is informal and has been moving up);
 
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Directors, officers, and stockholders will be scrutinized for previous involvements in other OTCBB companies, in particular, blank check companies; and
 
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Must have a market maker submit a Rule 15c211 application to FINRA and agree to act as market maker for securities of company.
 
 
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Even if our shares become publicly quoted, your shares may not be “free-trading.”
 
Investors should understand that their shares of our common stock will not become “free-trading” merely because Daniels Corporate Advisory is a publicly-quoted company.  In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.  See “Shares Eligible for Future Sale.”
 
We may need to raise additional capital.  If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected.
 
Because we are a newly operational company, we need to secure adequate funding.  Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders.  If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  If we are unable to obtain adequate financing, we may have to curtail our operations and our business would fail.
 
Our issuance of additional common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.
 
Our sole director, Mr. Viola, may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our board of directors may deem relevant at that time.  It is likely that we will issue additional securities to pay for services and reduce debt in the future.  It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.
 
We have never paid or declared any dividends on our common stock.
 
We have never paid or declared any dividends on our common stock.  Likewise, we do not anticipate paying, in the near future, dividends or distributions on our common stock or our common stock to be sold in this offering.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.
 
Our directors have the right to authorize the issuance of shares of our preferred stock and additional shares of our common stock.
 
Our sole director, Mr. Viola, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, has the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series.  We have no intention of issuing shares of preferred stock at the present time.  Any issuance of shares of preferred stock could adversely affect the rights of holders of our common stock.
 
Should we issue additional shares of our common stock at a later time, each investor’s ownership interest in our stock would be proportionally reduced.  No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
 
 
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If our shares become publicly quoted and our shares are quoted on the Pink Sheets or the OTCBB, and we fail to remain current in our reporting requirements, we could be removed from the OTCBB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
 
Companies whose shares are quoted for sale on the OTCBB and some whose shares are quoted for sale on the Pink Sheets must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the Pink Sheets and OTCBB.  If our shares become publicly quoted and our shares are quoted for sale on the OTCBB, and we fail to remain current in our reporting requirements, we could be removed from the OTCBB.  As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
 
If our shares become publicly quoted, the market price for our common stock will most likely be particularly volatile given our status as a relatively unknown company with a small and thinly quoted public float, limited operating history and lack of net revenues which could lead to wide fluctuations in our share price.  The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market.
 
If our shares become publicly quoted, the market for our common stock will most likely be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future.  The volatility in our share price would be attributable to a number of factors.  First, as noted above, the shares of our common stock will likely be sporadically and/or thinly quoted.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.
 
Secondly, we will most likely be a speculative or “risky” investment due to our dependence on an initial flow of corporate consulting assignments and their implementation producing positive results to attract new clients.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.
 
As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.
 
Shares eligible for future sale by our current stockholders may adversely affect our stock price.
 
The sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered.  In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.
 
Our issuance of additional common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.
 
 
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Our sole director, Mr. Viola, may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as Mr. Viola may deem relevant at that time.  We have issued shares of our common stock in payment for services in the past.  It is likely that we will issue additional securities to pay for services and reduce debt in the future.  It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.
 
Anti-takeover provisions may impede the acquisition of Daniels Corporate Advisory.
 
Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.  These provisions are intended to encourage any person interested in acquiring Daniels Corporate Advisory to negotiate with, and to obtain the approval of, our sole director, Mr. Viola, in connection with such a transaction.  As a result, certain of these provisions may discourage a future acquisition of Daniels Corporate Advisory, including an acquisition in which the stockholders might otherwise receive a premium for their shares.
 
You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.
 
The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel.  Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance.  We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain the current market price, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.
 
We may need to raise additional capital.  If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected.
 
We may need to secure adequate funding.  If we are unable to obtain adequate funding, we may not be able to successfully develop and market our proposed products and our business will most likely fail.  We do not have commitments for additional financing.  To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities.  We may be unable to secure additional financing on favorable terms or at all.
 
Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders.  If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility.  If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.
 
If our shares become publicly quoted, an active trading market in our shares may not be sustained.
 
If our shares become publicly quoted, an active trading market in our shares may not be sustained.  Factors such as those discussed in this “Risk Factors” section may have a significant impact upon the market price of the securities to be distributed by us.  Many brokerage firms may not be willing to participate in transactions in a security if a low price develops in the trading of the security.  Even if a purchaser finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price.  Further, many lending institutions will not permit the use of our securities as collateral for any loans.
 
 
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If our shares become publicly quoted, our common stock will most likely be subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our common stock will be limited, which would make transactions in our stock cumbersome and may reduce the investment value of our stock.
 
If our shares become publicly quoted, our shares of common stock will most likely be “penny stocks” because they most likely will not be registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require:
 
·  
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.
 
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:
 
·  
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.
 
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
The market for penny stocks has suffered in recent years from patterns of fraud and abuse.
 
Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:
 
·  
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.
 
 
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Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, if our shares become publicly quoted, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.
 
Subscriptions to purchase shares in this offering are irrevocable and will be immediately available for our use without any escrow.
 
The execution of a subscription agreement by an investor constitutes a binding offer to purchase shares of our common stock.  Once an investor subscribes for our shares, the investor will not be able to revoke his subscription.  As stated elsewhere herein, the proceeds from the sale of our shares will not be subject to any escrow, but will be immediately available for our use.  Consequently, those investors who purchase shares earlier in the offering will be substantially more at risk than those investors who purchase later in the offering, inasmuch as the later investors will have had the opportunity to assess the success of the offering before making an investment.  In no event will the subscribed amounts be returned to investors.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
In this prospectus, we make a number of statements, referred to as “forward-looking statements” which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results.  We note, however, that these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to Daniels Corporate Advisory and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate under the circumstances.
 
You can generally identify forward-looking statements through words and phrases such as “seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,” “project,” “may be,” “may continue,” “may likely result,” and similar expressions.  When reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of Daniels Corporate Advisory, and that actual results or developments may vary substantially from those expected as expressed in or implied by that statement for a number of reasons or factors, including those relating to:
 
·  
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.”
 
Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning Daniels Corporate Advisory and our business made elsewhere in this prospectus.  You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments.  We are not obligated to update or revise any forward-looking statement contained in this prospectus to reflect new events or circumstances unless and to the extent required by applicable law.
 
 
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USE OF PROCEEDS
 
We will not receive any proceeds from the sale of our common stock offered by this prospectus in the spin-off to the INfe Human Resources stockholders or from the sale of our common stock by the selling stockholders.  See “Selling Stockholders” and “Plan of Distribution.”
 
As of November 30, 2010, we had outstanding liabilities of $646,534 on our financial statements, down from $2,869,051 as of May 31, 2010.  On June 22, 2010, INfe Human Resources agreed to pay the outstanding hedge fund liabilities and financial guarantees that were originally the responsibility of Daniels Corporate Advisory.  This debt forgiveness will reduce our loss carry forward to $4,357,583.  The $646,534 of liabilities represents $510,000 of back salary and compensation due our chairman, Arthur D. Viola, $74,054 of settlement amounts on our obligations as a subsidiary of INfe Human Resources and current operating obligations, $2,250 in officer loans and lastly, $60,230 accrued for the expenses of this offering.  Funds to pay the agreed settlement amounts on past obligations will be paid from any profits on consulting assignments and/or, secondarily from the issuance of shares of our common stock to new investors, if we decide to raise money through an equity offering, or from new borrowing.  There is no interest or penalties accruing on these settlement amounts.  Obligations associated with this offering will be paid partially from retainer amounts paid by consulting clients and partially from a percentage of the consulting fees that are paid in client equity.
 
Any profits from the initial consulting assignments will be used to cover our offering expenses.  If we are unable to raise any money through consulting assignments, all fees and expenses incurred by Daniels Corporate Advisory will be personally paid by Arthur D. Viola, our sole officer.
 
MARKET PRICE OF AND DIVIDENDS ON
OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
As of the date of this prospectus, the shares of our common stock are not quoted for sale on any public market.  Following the spin-off, we will have 4,901,069 shares of our common stock issued and outstanding, which will be held of record and beneficially owned by approximately 132 stockholders, including the shares held by Cede & Co. for the benefit of various unknown stockholders.  As for our shares which we are to issue to the INfe Human Resources stockholders by means of this prospectus, and our shares which may be sold subject to the provisions of Rule 144 under the Securities Act, please see “Prospectus Summary - The Offering,” “Selling Stockholders,” and “Shares Eligible for Future Sale.”
 
Dividends
 
We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.
 
Securities Authorized for Issuance under Equity Compensation Plans
 
We do not have any equity compensation plans as of the date of this prospectus.
 
CAPITALIZATION
 
The following table sets forth our capitalization as of November 30, 2011.
 
This information should be read in conjunction with our Management’s Discussion and Analysis or Plan of Operation and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.
 
We had net losses of $273,987 for the year ended November 30, 2011 and net income of $1,031,275 for the year ended November 30, 2010 included in the accumulated deficit in the table below.
 
 
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Actual 11/30/11
   
Actual 11/30/10
 
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)
    (36,426 )     (40,042 )
Accumulated deficit
    (4,708,408 )     (4,434,421 )
Total stockholders’ equity (deficit)
    (871,048 )     (600,677 )
 
SELECTED CONSOLIDATED FINANCIAL DATA
 
The following consolidated selected financial data are derived from our consolidated financial statements for the years ended November 30, 2011, and 2010, which have been audited by John Scrudato, CPA, independent registered public accounting firm.  The data set forth below should be read in conjunction with our Financial Statements and Notes thereto included elsewhere in this prospectus and with “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”
 
   
Years Ended November 30,
 
   
2011
   
2010
 
Revenue                                        
  $ 0     $ 45,500  
General and administrative expenses
    (273,987 )     (326,126 )
Penalties and Interest
    (0 )     (0 )
Income from debt forgiveness
    0       1,311,911  
Net Income(loss)                                        
    (273,987 )     1,031,275  
 
DILUTION
 
Prior to this offering, we have 10,000 shares of our common stock issued and outstanding, and 100% owned by our parent company, INfe Human Resources.  However, based on the terms of the Spin-Off Agreement between INfe Human Resources and Daniels Corporate Advisory Company dated June 22, 2010, all of these shares which are to be forward split at a ratio of 481 for one; creating 4,801,069 shares are for the benefit of the INfe Human Resources stockholder base as of June 22, 2010.  INfe Human Resources will own no shares following the spin-off on the effective date of the post-effective registration statement of which this prospectus is a part.  Our tangible book on June 22, 2010, was a negative ($493,485), which was cash of $569 less our liabilities of $494,054.  This calculates out to a negative net tangible book value of ($49.35) per share (10,000 total shares).
 
BUSINESS
 
Business of Daniels Corporate Advisory
 
Overview
 
In December 2001, INfe Human Resources, Inc., our parent company, entered into discussions with Arthur D. Viola of Daniels Corporate Advisory Company, Inc. regarding the acquisition of Daniels Corporate Advisory by INfe Human Resources.  Mr. Viola was doing business as a sole proprietor in business development, merchant banking, mergers and acquisitions; leveraged buy-outs, management buy-outs, structured finance, and roll-ups.  The business intent was to offer these adjunct business services to the limited customer base of INfe Human Resources to expand product offerings and create a corporate development path that would benefit the combined entities.  At the time of the acquisition of Daniels Corporate Advisory, INfe Human Resources operated as an “outsourced” payroll and related human resources services company.  Due to the sharp sell-off in the stock market beginning in April 2000 and the corresponding decline in the availability of venture capital and angel financing, the acquisition of Daniels Corporate Advisory by INfe Human Resources was considered beneficial to both companies.
 
 
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Daniels Corporate Advisory intends to provide the corporate strategy consulting services noted below, through two methods: first prior to the issuance of additional shares in a private placement or a registered offering, Mr. Viola will loan Daniels Corporate Advisory the necessary capital to accomplish the initial purchase of rights to be the provider of choice to offer a financial specialty called corporate strategy to clients network’s of other financial/business services companies.  While rights agreements of this nature are not typical, senior management, drawing on personal contacts, believes that offering to provide a very select service that is very costly to create in-house and will augment other financial services already being offered/implemented by the financial/business services firm entering into the rights agreement with Daniels Corporate Advisory, will be an acceptable addition.  However, there is no assurance that has time goes by a client may decide to enter our business and there is no provision in our agreement to prevent that from happening.  However, our senior management believes that our success with the ultimate client, the client network member of a financial/business services client, will determine whether Daniels Corporate Advisory retains the client or not.
 
The services incorporated into corporate strategy advisory and implementation to help formulate a path for the acceleration of corporate development (growth) include market analysis, negotiation, deal structure and determination of finance alternatives for the creation of joint-ventures, marketing agreements, new product/creation additions and acquisitions.  Daniels Corporate Advisory has a loosely organized cadre of highly-qualified, independent contractors/consultants available to perform the necessary services to achieve the optimum corporate strategy for a client.  We will need to raise approximately $150,000 in the future to hire the most seasoned consultants as full time senior management and/or as our advisory board.  While conversations with various parties have taken place, nothing has been finalized and there is no assurance that these funds will be raised.
 
A key service to be provided to clients is their recommendation to financing options/sources and our participation in the negotiation of amounts and terms.  The average cost of financing for any one of the accelerated growth alternatives mentioned above may be below market because of our participation, as the client may be offered in-house, short-term financing at preferential rates/terms.  To accommodate these needs, going forward, we plan to engage in our own financing in the future.  We have not decided on the amount or timing of any such financing.  It is at the discretion of our sole officer, Mr. Viola, whether these funds are offered, with the decision to participate based upon the long term growth potential of the client, its current projections for the availability of excess cash flows for repayment of the advanced funds which would be provided by Daniels Corporate Advisory as low interest rate loans for short term working capital additions and with the understanding Daniels Corporate Advisory will be retained for further advisory.
 
Services will also be provided in corporate financial advisory, which, like corporate strategy, is a specialized segment of corporate advisory.  It deals more with operations/cost control issues that can be done in-house with the aid of our professionals.  The corporate strategy and corporate financial advisory expertise that we will offer would be extremely expensive to do in-house by any potential financial service firm retaining Daniels Corporate Advisory, because of the talent compensation costs involved on a full time basis.  Daniels Corporate Advisory, even though it currently lacks financing to operate on a viable scale, is still able to provide its specialized services to its one client through our chairman, Arthur D. Viola.  Also it takes time and money to organize a qualified team that can work together, in a variety of industry environments.  Daniels Corporate Advisory has already assembled a team through verbal agreements and with no contingent compensation being offered or asked for by the interested parties, whom are all professionals known personally by Mr. Viola.  These verbal agreements may be formalized once subsequent financing of at least $100,000 is achieved.  In the interim, and going forward, should financing not be available, Mr. Viola will personally loan funding, if necessary, to retain those professionals needed to complete the current corporate strategy assignment and commence any other.  The potential profits contemplated from the sales of appreciate equity upon completion of the corporate strategy assignment of our one client is expected to provide adequate working capital for our internal needs for the next assignment.  Our sole officer, Mr. Viola, believes we will be cash flow positive at that time.  Open communication has transpired amongst the team over the past six months to assure it will be able to react quickly in any situation.  In addition, we may use our own in-house funds initially provided by Mr. Viola and from any potential profits from our one corporate strategy assignment for any implementation process; something none of the potential financial/business service clients like accounting, financial planning, estate planning, tax firms and those other firms specifically earmarked by Daniels Corporate Advisory to approach for business will not do because of rules set up by their industry or government regulatory bodies/authorities.  This could be a costly method for Daniels Corporate Advisory to gain business, but it is believed by our senior management to be one of the fastest ways to fill our pipeline and produce profits enabling Daniels Corporate Advisory to direct hire the most seasoned independent contractor/consultants as additions to our senior management.
 
 
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The second method Daniels Corporate Advisory will use to provide its corporate strategy consulting services is more direct and less costly.  It will mean the development of advertising and end-user, client referrals.  Name brand recognition is expected to be created after one or two successful corporate strategy assignments and the publicizing of these events on web sites related to this specialty and through an aggressive in-house direct-marketing campaign to micro-cap public companies.
 
Daniels Corporate Advisory is operating at the present time through the corporate strategy segment of its business.  Our sole officer, Mr. Viola, is providing preliminary services to four additional client potentials, in addition to our one contracted client, as we continue to negotiate the equity portion of fee arrangements.  Our one contracted client has already paid the retainer portion of its fee and has agreed to the portion of the fee to be paid through stock participation.  Once the full cash retainer amount is paid a formal contract will be entered into between client and Daniels Corporate Advisory.  The scope of the contracted client’s corporate strategy assignment is being developed with planned additions to our staff being determined based on the requirements to do the assignment.  The shares received as part payment of the retainer will be handled in the following manner: part will be sold off at the culmination of the advisory assignment for consultant payments and the balance will be held in an in-house portfolio to be sold off as funds are needed for expansion in the future.  Our sole officer, Mr. Viola, expects to effectively carry out the current corporate strategy assignment through the use of his own personal reserves.  In addition, potential candidates for our advisory board are being reviewed.  The merchant banking segment of our business model will become operational if funding is raised in the future, either through loans, or by a Private Placement Offering.
 
As our presence in the market place becomes more visible, through publication on client websites of our successes in our initial corporate strategy consulting assignments coupled with an assumed resulting improvement in the client’s common stock price, added financing options are expected to materialize for the benefit of our clients.  Capital companies and high-net worth individuals may contact us to see if they may participate in subsequent assignments.
 
Current Status, based on One Client
 
Daniels Corporate Advisory conducts on-going operations now, in the aforementioned services areas, primarily through chairman to chairman contacts in its market-niche.  Marketing efforts are currently limited because of budget constrains.  The cash retainer paid by the one nano-cap public company client that has contracted with Daniels Corporate Advisory for a corporate strategy consulting assignment is being used for our operating capital.  The client, Broadleaf Capital Partners, Inc., is being advised and the assignment managed by Arthur D. Viola, our sole officer.  In this corporate strategy assignment, to its one client, Daniels Corporate Advisory advises on strategic business alternatives, M & A, capital structure, bridge loans, and equity financing.  In order to effectively advise for the optimum value in the restructure and re-launch of Broadleaf, where the client can use its common stock as valuable tender in any business transaction or joint-venture, as part of our advisory, we provided the support necessary to bring all their records up to date and auditable in order to complete all the filings required by the Exchange Act to bring Broadleaf current as a fully reporting company.  The agreement between Daniels Corporate Advisory and Broadleaf calls for providing on-going services, to be billed separately from the initial retainer fees of $18,500 plus two million shares of stock restricted in their transfer.  Mr. Viola’s in-house efforts in the execution of the assignment which entails the restructure and rebuilding of a company that currently operates in real estate development and in oversight property management of a property in which it own a 47.5% financial interest are being met with initial success.  Our corporate strategy model which has as its main tenant, the use of any NOL as a starting point for rebuilding is working well.  In that respect, our corporate strategy model which has as its main tenet, the selection of candidates (clients) based on industry strength and the specific conditions of how their NOL which is the starting point for rebuilding was created is being well received.  Initial responses of interest from active networking by Daniels Corporate Advisory are producing potential joint-venture partners in real estate as well as in business development, the two areas in which Broadleaf originally specialized.
 
Due diligence is going on in several potential market niches to determine whether a profitable, tax-efficient entrance is achievable.  The client has a $15 million NOL (net operating loss carryforward), 65% of which was generated by operations in corporate development, it was formerly licensed as a BDC (Business Development Company).  The service offering detailed above under our corporate strategy model are being applied.  The assignment is proceeding nicely, and at the same time, our growth model is being refined.
 
 
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By being the provider of choice, we expect to be the only corporate strategy firm allowed/referred to provide its selective group of services to clients of the business services companies that contract with us for these arrangements.  We expect that no other similar firms (competitors) of Daniels Corporate Advisory will be allowed access to these client networks, because we will be acquiring the rights to use these client networks to corporate strategy services, even if they are not on an exclusive basis.  Daniels Corporate Advisory anticipates that it will therefore be the “provider of choice” when we are recommended/referred to client network members.  In this arrangement, which is intended for a variety of non-affiliated firms, we expect to earn a cash fee on all compensation received by the provider of the client, through any and all rights arrangements, for our advisory to senior management of the client on any and all financial transactions contemplated or entered into by said ultimate client, the nano-cap public company (less than $50 million in market capitalization).
 
Need For Our Services
 
Our senior management, after having conducted market research through personal networks and industry association channels, has determined that contracts are entered into by the small business services company, (including business services, financial planning and estate planning firms) with providers like Daniels Corporate Advisory, who provide very specialized, high end, financial and corporate strategy service specialties.  These small business services firms must compete with their major, fully-integrated, competitors for retention of those clients that have developed to a stage where they possess the critical mass to expand at an accelerated rate, as a public entity, and need the specialty, high-end services.  As a result of Daniels Corporate Advisory providing corporate strategy consulting services, on a cost-effective, outsource basis, these smaller financial/business services firms remain competitive in their industry and can retain those clients that have the most promising of futures.
 
While there are no provisions in the services contracts prohibiting any business /financial services client from entering the corporate strategy consulting business, our management believes it would be prohibitively expensive for the smaller business services firm to do so.  There are no contracted remedies to ensure enforcement that our agreements will be exclusive.  The rights agreement is renewable annually, on its one year anniversary date.  Clients can, upon completion of all existing assignments under any existing rights agreement, obtain the contracted services from another party.  All initial potential clients are from direct, personal relationships.  In the opinion of management, these personal relationships, built over decades by Mr. Viola, create a level of trust in known professionalism and expertise that allows for the client sharing on a multi-year basis, instead of year to year.  These personal relationships are more valuable in obtaining a multi-year renewal of the rights agreement.  Presently all rights agreements are for one year.  While the rights agreement does not prohibit clients from obtaining similar services from another provider, even during assignments, management believes it is very impractical because of the redundant costs entailed.  Corporate strategy assignment start-up costs, which would include a second set of retainers for a firm like Daniels Corporate Advisory as well as direct retention of a second team of expensive support specialists already contracted to Daniels Corporate Advisory, all in support of an originally conceived Daniels Corporate Advisory strategy and its implantation, would be prohibitive.
 
Daniels Corporate Advisory, even though it currently lacks financing to operate on a viable scale, is still able to provide its specialized services to its one client through Mr. Viola, via deferred compensation.  Our sole officer, Mr. Viola, believes that it may be possible to operate at a viable level by accepting a second assignment and that this second public company assignment can be sustained until completion  fees (cash and stock) and from the resulting cash flow from the sales of common stock from its first client.  However, we do not have a subsequent client that currently has large enough critical mass to warrant our on-going services and do not know at this time whether we will be able to attract one.  Talent compensation costs, on a full time basis, as well as the fixed costs associated with a estimated six month lead time necessary to ramp up a similar operation would not be feasible without significant capital reserves which most of the firms being approached by Daniels Corporate Advisory would not have.  In addition, no firm in the market niche Daniels Corporate Advisory is targeting would have the capital base necessary to do in-house, merchant banking for clients on the scale that we may be able to service based upon (1) interim financing, in the form of loans from Mr. Viola, and (2) the use of potential stock sale profits from the completion of our one corporate strategy assignment for a public company.
 
 
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Additional financing is contemplated through a private placement or a subsequent registration of common stock.  Daniels Corporate Advisory believes its position in the market-niches it has chosen will be secure because it will be a better capitalized, more cost-effective alternative for the providing of its specialized services.
 
Sales and Marketing
 
We will concentrate our corporate strategy consulting/merchant banking services specialties in the nano-cap segment of the public market, where we believe we will be effective.  We expect to increase our marketing efforts, in addition to those methods already mentioned above, through direct chairman to chairman contact with other nano-cap companies.  Our objective is to create and manage accelerated expansion strategies and in so doing, to provide interim capital infusions from our own working capital reserves to implement consulting assignment results.  A key element in our sales/marketing campaign is to acquaint the client with one of our main objectives: the preparation of its management for financing/deal negotiations with major financial institutions, those private equity, venture capital, and/or mezzanine debt companies, with the capital reserves and networking ability to raise significant amounts of capital effectively.
 
These institutions now require more stringent requirements and higher fees from banking clients.  Potential borrowers must share equity risk through their pledging of internal cash reserves.  To meet these client challenges, we, through our network of capital resources, will advise our client senior management on structure and negotiation of the interim bridge capital necessary to meet the lending qualifications of interested financial institutions.  We will then advise management on the arrangement of permanent, outsourced, major financing for the client to complete joint-venture and acquisition deals of major proportions.  The goal of our corporate consulting/development strategy is the acceleration of client growth in all forms, internal as well as external, with less equity dilution than any other form of currently available financing.
 
Competition
 
We believe that existing and new competitors will continue to improve their services and introduce new services with competitive price and performance characteristics.
 
In periods of reduced demand for our services, we can either choose to maintain market share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share.  Sales and overall profitability could be reduced in either case.  In addition, competitors may enter our existing markets, or we may be unable to compete successfully against existing or new competition.
 
The corporate financial services merchant banking/private equity industries are very competitive and fragmented in the market niche in which Daniels Corporate Advisory operates.  There are limited barriers to entry and new competitors frequently enter the market.  A significant number of our competitors possess substantially greater resources than we possess.  Additionally, we face substantial competition for potential clients and for technical and professional personnel from providers of similar financial specialties, which range from giant national companies headquartered on Wall Street to local well known affiliates of some of the largest accounting firms in the United States.
 
Large national companies that offer corporate financial consulting and merchant banking services capabilities could easily expand into the nano-cap niche intended for occupation by Daniels Corporate Advisory.  Other companies with whom we compete include the affiliates of well known, national accounting firms.  Numerous, local, owner-operated finder entities and their capital referral networks are also competitors, and each geographical market generally has many competitors.  National and regional consulting firms also offer similar financial advisory services and capital networking advice.  In addition, we will always be exposed to the risk that certain of our prospective clients will decide to hire full-time senior corporate development, market-planning and development and finance executives who can provide the relevant services internally.
 
 
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Employees
 
As of the date of this prospectus, Daniels Corporate Advisory has one full-time employee and five part-time independent contractor consultants.  Daniels Corporate Advisory is not a party to a collective bargaining agreement with its employee and Daniels Corporate Advisory believes that its relationship with its employee is satisfactory.
 
Daniels Corporate Advisory does not currently anticipate that it will hire any additional employees in the next six months.  However, as its operations expand, Daniels Corporate Advisory will need to employ the persons that it may need.  Daniels Corporate Advisory does not feel that it would have any difficulty in locating needed help in the New York metropolitan area.
 
From time-to-time, Daniels Corporate Advisory anticipates that it will use the services of independent contractors and consultants to support its business development or that of its clients.  Daniels Corporate Advisory believes its future success depends in large part upon the continued service of its senior management personnel and its ability to attract and retain highly qualified managerial personnel.
 
If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected.  Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives, or attract and retain high-quality senior executives in the future.  Such failure could materially and adversely affect our future growth and financial condition.
 
Properties
 
Daniels Corporate Advisory’s operational headquarters are in an office service complex located at Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375.  Our office space is provided by Arthur D. Viola, our sole officer, director, and controlling stockholder at no charge.  As our business grows, we may be forced to move to other offices and pay rent.  We believe that our existing facilities are adequate for our current needs for the foreseeable future and if additional space is needed, it would be available on favorable terms at an acceptable location.
 
Legal Proceedings
 
Daniels Corporate Advisory is not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation.  We will seek to minimize disputes with our customers and others but recognize the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are attached to this prospectus.  This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans.  These statements involve risks and uncertainties.  Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”
 
Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “Daniels Corporate Advisory,” all refer to Daniels Corporate Advisory Company, Inc. as of the date of this prospectus.  See “Business.”
 
 
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Seasonality
 
Our proposed business is not subject to seasonality.
 
Impact of Inflation
 
General inflation in the economy has driven the operating expenses of many businesses higher.  We will continuously seek methods of reducing costs and streamlining operations while maximizing efficiency through improved internal operating procedures and controls.  While we are subject to inflation as described above, our management believes that inflation currently does not have a material effect on our operating results.  However, inflation may become a factor in the future.
 
Impact of Current Economic Times
 
The current recessionary times have caused serious delays in the growth plans of a substantial number of nano-cap, public companies.  Sales are sluggish and for the most part, down sharply, depending on the industry.  As a result, operating costs are up significantly as many businesses cannot cut fixed overhead without hurting future turnaround results during an improved economy.  Our strategic plan includes the development of methods for reduction of costs and maximizing of efficiencies; through improved internal operating procedures and controls.
 
We believe we will achieve growth through these times by direct marketing to other service providers and partnering with them in the servicing of their, as well as our own, clients in the implementation of jointly-developed growth plans.
 
Critical Accounting Policies
 
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported.  Note 1 of Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial statements.  Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.
 
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition or results of operations.  Specifically, critical accounting estimates have the following attributes:
 
·  
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.
 
Estimates and assumptions about future events and their effects cannot be determined with certainty.  We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances.  These estimates may change as new events occur, as additional information is obtained and as our operating environment changes.  These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known.  Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.
 
 
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In preparing our financial statements to conform to accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.  These estimates include useful lives for fixed assets for depreciation calculations and assumptions for valuing options and warrants.  Actual results could differ from these estimates.
 
Since, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
 
Results of Operations
 
Quarter Ended February 29, 2012 Compared to Quarter Ended February 28, 2010.
 
Revenues.  We had zero revenues for the quarter ended February 29, 2012, and zero revenues for the quarter ended February 28, 2011 resulting in no changes in this item.
 
Operating Expenses.  Operating expenses for the quarter ended February 29, 2012 were $53,405 compared to $63,040 for the quarter ended February 28, 2011 resulting in a decrease of $9,635.  This expense decrease was primarily the result decreases in one time consulting fees incurred in the prior quarter.
 
Other Income/Expenses. We had zero other income and expense items for the quarter ended February 29, 2012, and zero other income and expense items for the quarter ended February 28, 2011 resulting in no changes.
 
Net Income(Loss). Net loss was  $53,405 for the quarter ended February 29, 2012 compared to a net loss of $63,040 for the quarter ended February 28, 2011 resulting in a decrease of $9,635 totally due to operating expenses described above..
 
Year Ended November 30, 2011 Compared to Year Ended November 30, 2010.
 
Revenues.  We had no revenues for the year ended November 30, 2011, and $45,500 of revenues for the year ended November 30, 2010, resulting in a decrease of $45,500.  Daniels Corporate Advisory currently has a small client base which led to the lack of 2011 billing but believes income should rise through subsequent periods once additional clients are obtained; however there is no assurance that additional clients will be obtained.  Once our shares are traded, they may be used to raise in-house (working capital) funds for the carrying on any simultaneous, corporate strategy assignments.  This will multiply the chances of success through the increased potential for profits existing from the sales of the equity securities taken as part of the retainer in each assignment.  Also, greater potential exists for more funds to be raised; the more liquid the market for the Daniels Corporate Advisory stock.  Investors are normally more willing to buy shares in a company whose stock is active and well represented.  Also, top independent contract consultants will be more willing to participate in Daniels Corporate Advisory corporate strategy assignments and accept Daniels Corporate Advisory shares as part of their compensation package; thus allowing Daniels Corporate Advisory to conserve working capital accept additional assignments and more opportunities to register potential profits.
 
Operating Expenses.  Operating expenses for the year ended November 30, 2011 were $273,987 compared to $326,136 for the year ended November 30, 2010, a decrease of $52,149.  This expense was primarily the result of wage accruals of $200,000 each period and professional fees and expense reimbursements to Arthur D. Viola, (our sole officer and director), S1 filing fees included in the prior year and small fluctuations in office expense and preliminary expenses for pending corporate consulting contracts.
 
Other Income/Expenses.  There were no income or expense items for the year ended November 30, 2011, compared to other income of $1,311,911 for the year ended November 30, 2010, a decrease of $1,311,911.  The $1,311,911 of income was strictly the reversal of interest and penalty accruals on the hedge fund financing forgiven in full on June 22, 2010 for the year ended November 30, 2010.
 
 
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Net Income(Loss). Net loss was $273,987 for the year ended November 30, 2011, compared to net income of $1,031,275 for the year ended November 30, 2010, an income decrease of $1,305,262. This is primarily due to the debt forgiveness of $1,311,911 for the year ended November 30, 2010 recorded in other income and expense items. Income also decreased for the period as well as noted above, which was virtually totally offset by decreases in operating expenses.
 
Liquidity and Capital Resources
 
Our primary source of liquidity has been expenses paid by Arthur D. Viola, our sole officer and director and controlling stockholder.  No proceeds of this offering will be used to reimburse Mr. Viola; who will be reimbursed out of the gross profits of initial consulting assignments.  As of February 29, 2012, we had $98 in cash and cash equivalents.
 
As of February 29, 2012, we had outstanding liabilities of $938,151 which is made up of $933,656 in accruals and payables some of which within the last 12 months, and $4,495 in officer loans.  As of June 22, 2010, our parent company, INfe Human Resources, agreed to the spin-off.  The spin-off distribution is in direct proportion to stockholder ownership in INfe Human Resources in order to meet the federal tax requirements for Daniels Corporate Advisory to be able to apply the portion of INfe Human Resources NOL attributable to its operations towards earnings from its continuing, independent, operations as a corporate financial consulting and merchant banking services company.
 
As part of the spin-off, INfe Human Resources has agreed to assume and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations relating to the amount owing to N.I.R. Group, L.L.C. of $1,311,911 in notes payable and accrued interest and penalties of $1,101,430 as described in our financial statements, whether accrued or unaccrued and that INfe Human Resources will forever indemnify and hold harmless Daniels Corporate Advisory.  INfe Human Resources does not have sufficient resources to fund its indemnification of our guarantee related to the existing debt.  However, the guarantee does not remain outstanding following the spin-off; NIR has agreed to its termination.  We negotiated, arranged, and guaranteed the convertible debt of INfe Human Resources.  NIR was the hedge fund supplier of convertible debt.  In return for its professional/consulting services and financial guarantee, Daniels Corporate Advisory received, from INfe Human Resources, the funds needed to maintain its operations while starting to develop specific specialties marketing for a very select nano-cap, public company client base.
 
As described in the above paragraph the debt forgiven will reduce that loss carry forward to $4,386,569 as estimated for the November 30, 2011 fiscal year.  At this point, all of the hedge fund debt described in our financial statements and accrued interest attributable to Daniels Corporate Advisory was forgiven and all financial guarantees, cancelled, as of June 22, 2010.
 
Financing Activities
 
We will have to raise capital by means of borrowings or through a private placement or a subsequent registered offering..  At present, we do not have any commitments with respect to future financings.  If we are unable to raise adequate capital, in the near term, to finance all phases of a client corporate consulting assignment, our proposed business will experience slow growth because it will be very hard to compete for business without a sound capital base to support advisory and implementation efforts on our suggested corporate growth strategies.
 
At present, we do have sufficient capital on hand to fund very limited operations for the immediate future.  Our consulting income on current and expected assignments (and continued support from Arthur D. Viola, our sole officer and director, is believed to be sufficient to support current capital demands.  Management estimates that we will need at least $2 million to fund client corporate development consulting projects over the next 12 months.  However, even if limited funds are raised, , consulting services can still be provided for Phase One of assignments, (the providing of consulting expertise).  Phase Two, (the providing of short term capital to client companies), will have to be curtailed because of a limited capital raise or be provided by Mr. Viola and/or a joint-venture partner who will share in the potential revenues from Phase Two portions of any project.  This joint-venture sharing will limit the amount of profit we can earn in any one project.
 
 
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Limited growth prospects, because of lack of sufficient capital to implement results of corporate consulting assignments, may very well not produce sufficient profit to cover the costs that will now be incurred by Daniels Corporate Advisory.  Legal and accounting expenses are significant for a reporting company and we will have to cover them out of limited consulting operations fees due to lack of adequate funding.  This may place additional constraints on the growth prospects of Daniels Corporate Advisory as it may have to curtail added assignments for lack of adequate working capital to manage these new assignments.  If sufficient capital is not raised over the next 12 months, the limited consulting assignments current available will not be sufficient to sustain our long term operations as a public company, and we could fail.
 
Quantitative and Qualitative Disclosures About Market Risk
 
We conduct all of our transactions in U.S. dollars.  We are, therefore, not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks.
 
Stock-Based Compensation
 
We recognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant.  We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.
 
Recently Issued Accounting Pronouncements
 
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS 165” or ASC 855).  SFAS 165 (ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  SFAS 165 (ASC 855) sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  SFAS 165 (ASC 855) was effective for interim or annual financial periods ending after June 15, 2009.
 
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (“SFAS 168” or ASC 105-10).  The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  SFAS 168 (ASC 105-10) was effective for interim and annual periods ending after September 15, 2009.  All existing accounting standards are superseded as described in SFAS 168.  All other accounting literature not included in the Codification is non-authoritative.  The Codification did not have a significant impact on our financial statements.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements.

 
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MANAGEMENT
 
Executive Officers and Directors of Daniels Corporate Advisory
 
The following table sets forth information concerning the directors and executive officers of Daniels Corporate Advisory and Daniels Corporate Advisory as of the date of this prospectus:
 
Name
Age
Position(s)
Position(s) Held Since
Arthur D. Viola
63
Chairman of the Board, President and
 Chief Executive Officer, Secretary
2002
 
The members of Daniels Corporate Advisory’s board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors.  The number of the directors may be fixed from time to time by resolution duly passed by Daniels Corporate Advisory’s board.  Daniels Corporate Advisory board has fixed the number of Daniels Corporate Advisory’s directors at one.
 
Each director will hold office for the term for which elected and until his successor is elected and qualified or until his earlier death, resignation or removal.  Vacancies and newly created directorships resulting from any increase in the number of authorized directors may generally be filled by a majority of the directors then remaining in office.  The directors elect officers annually.  There are no family relationships among Daniels Corporate Advisory’s directors and officers.
 
We may employ additional management personnel, as Daniels Corporate Advisory’s board of directors deems necessary.  Daniels Corporate Advisory has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.
 
A description of the business experience during the past several years for Daniels Corporate Advisory’s directors and executive officer is set forth below.
 
Arthur D. Viola has been our chairman, president, chief executive officer and a director since September, 2002. In 1981, Mr. Viola founded The Viola Group, Inc., a New York based public company which acquired, and managed private companies.  From 1990 to the present, Mr. Viola has served as senior partner of Daniels Corporate Advisory Co., a New York based private company, which is a predecessor of the registrant, and which advised and helped grow small public companies.  Previously, Mr. Viola was involved in mergers and acquisitions as an AVP Corporate Finance/M&A Department of Bank of America, (1980 1982) as a Senior Acquisitions/Market-Planner at Gulf & Western (1978 1979) and as a Senior Acquisitions Analyst at Crane Co.,(1975 1978) and was an account manager for Citibank, N.A. (1971 1974) in their Institutional Investment Management Department.  Mr. Viola attended New York University (Advanced work in Corporate Mergers and Acquisitions) and the New York University Real Estate Institute for Real Estate Development. He received an MBA from Pace University (Financial Management & Accounting) and a BA from Iona College (Economics and Finance).
 
While Mr. Viola is currently the sole director of the Daniel Corporate Advisory, our board will be expanded upon adequate funding.  Mr. Viola has many years of experience as a financial/corporate development team participant in corporate strategies (joint-ventures, mergers and acquisitions, leveraged buyouts, new product/division launches, and divestitures) and their negotiation, analysis and implementation.  He has experienced their resulting effects and participated in their adjustment /refinement within business units of some of the largest corporations in the United States; all Fortune 500 companies.  Along with making his transition from a big business unit financial/corporate development professional to small business senior management, Mr. Viola furthered his career through on-going specialized senior executive education programs in a variety of specialties at the well respected New York universities named in the preceding paragraph. .  He developed several financial models that integrated financial and operational skills of his Fortune 500 experience for integration into small private and public companies.
 
 
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Mr. Viola headed INfe Human Resources as chairman and chief executive officer from August 24, 2003 through June 22, 2010, at a time when the economy was just heading down into what has become one of the worst recessions in history.  INfe Human Resources business was staffing; the providing of temporary help to distribution, manufacturing and other blue collar environments as well as professional level management to oversee these operations.  To some extent, it placed permanent white collar management and finance and accounting professionals.  Its business was concentrated primarily in the New Jersey market place.
 
The recession took its toll on the New Jersey economy and sales fell significantly over a protracted length of time.  At the same time, the main source of financing for INfe Human Resources a New York based hedge fund was selling shares to recoup its initial investment in INfe Human Resources.  The client companies could not pay their bills to INfe Human Resources (because of the recession pressures) and the selling by the hedge fund did not allow for Mr. Viola to raise badly needed capital on the common stock of INfe Human Resources.  The combination of the above events caused a strain in cash flow which needed to be corrected.
 
A severely stained cash flow from the inability to raise additional financing exacerbated by a continuing drop off in the level of staffing business, caused INfe Human Resources to be periodically delinquent in its reporting obligations under the Exchange Act during the seven years of Mr. Viola’s management and control.
 
Committees of the Board
 
We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors.  However, Daniels Corporate Advisory has adopted charters for these committees, in the event that Daniels Corporate Advisory elects to implement them.  At the present time, we do not have any plans to implement the committees and cannot predict when we might do so.  Copies of the charters for each proposed committee are attached to this prospectus as exhibits.
 
The responsibilities of these committees are fulfilled by Daniels Corporate Advisory’s sole director, Mr. Viola.  He participates on all these committees and is not considered “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as Daniels Corporate Advisory’s financial constraints have made it extremely difficult to attract and retain qualified independent board members.  In addition, Daniels Corporate Advisory does not currently have an “audit committee financial expert” as such term is defined in the Securities Act.  Since Daniels Corporate Advisory does not have any of the subject committees, Daniels Corporate Advisory’s sole director, Mr. Viola, participates in all of the considerations with respect to Daniels Corporate Advisory’s audit, compensation and nomination deliberations.
 
Rule 4200(a)(15) of the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The following persons shall not be considered independent:
 
·  
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;
 
 
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·  
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.
 
We hope to add qualified independent members of Daniels Corporate Advisory’s board of directors at a later date, depending upon Daniels Corporate Advisory’s ability to reach and maintain financial stability.
 
Audit Committee
 
The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee.  The board approves the selection of Daniels Corporate Advisory’s independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting.  In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants Daniels Corporate Advisory’s annual operating results, considers the adequacy of Daniels Corporate Advisory’s internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
 
Daniels Corporate Advisory has determined that Arthur D. Viola is a financial expert as defined by Section 407 of The Sarbanes-Oxley Act of 2002.  However, Mr. Viola is not independent as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.  In order to be considered to be independent, a member of an audit committee of a listed issuer that is not an investment company may not, other than in his capacity as a member of the audit committee, our board of directors or any other board committee:
 
·  
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.
 
Mr. Viola has acquired the status of financial expert through experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions, and overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements.
 
Nomination Committee
 
The size of Daniels Corporate Advisory’s board, at this time, does not require a separate nominating committee.  When evaluating director nominees, Daniels Corporate Advisory’s sole director, Mr. Viola, will consider the following factors:
 
·  
The appropriate size of Daniels Corporate Advisory’s board of directors;
 
 
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·  
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.
 
Daniels Corporate Advisory goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience.  In doing so, the board will also consider candidates with appropriate non-business backgrounds.
 
Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in Daniels Corporate Advisory’s best interests as well as Daniels Corporate Advisory’s stockholders.  In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service.  Current members of the board with skills and experience that are relevant to Daniels Corporate Advisory’s business and who are willing to continue in service are considered for re-nomination.  If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above.  Current members of the board are polled for suggestions as to individuals meeting the criteria described above.  The board may also engage in research to identify qualified individuals.  To date, Daniels Corporate Advisory has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although Daniels Corporate Advisory reserve the right in the future to retain a third party search firm, if necessary.  The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve Daniels Corporate Advisory’s best interests.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Following the effective date of the post-effective registration statement of which this prospectus is a part, under Section 16(a) of the Exchange Act, the directors and certain of the officers, and persons holding more than 10 percent of Daniels Corporate Advisory’s common stock will be required to file forms reporting their beneficial ownership of Daniels Corporate Advisory’s common stock and subsequent changes in that ownership with the Securities and Exchange Commission.  Such persons will also be required to furnish management with copies of all forms so filed.
 
Communication with Directors
 
Stockholders and other interested parties may contact the sole director of Daniels Corporate Advisory by writing to him at Daniels Corporate Advisory Company, Inc., c/o Arthur D. Viola, Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375.
 
Our sole director, Mr. Viola, has approved a process for handling letters received by Daniels Corporate Advisory and addressed to any of Daniels Corporate Advisory’s directors.  Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention.  Directors may at any time review a log of all correspondence received by Daniels Corporate Advisory that is addressed to members of the board and request copies of such correspondence.
 
 
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Conflicts of Interest
 
From time to time, one or more of Daniels Corporate Advisory’s affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that Daniels Corporate Advisory own and operate.  These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with Daniels Corporate Advisory with respect to operations, including financing and marketing, management time and services and potential customers.  These activities may give rise to conflicts between or among the interests of Daniels Corporate Advisory and other businesses with which Daniels Corporate Advisory’s affiliates are associated.  Daniels Corporate Advisory affiliates are in no way prohibited from undertaking such activities, and neither Daniels Corporate Advisory nor its stockholders will have any right to require participation in such other activities.
 
With respect to transactions involving real or apparent conflicts of interest, hawse have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to Daniels Corporate Advisory at the time it is authorized or approved by our directors.
 
Code of Ethics for Senior Executive Officers and Senior Financial Officers
 
Daniels Corporate Advisory has adopted a Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to its president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer.  The code provides as follows:
 
·  
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.
 
We will provide to any person without charge, upon request, a copy of our Code of Ethics.  Any such request should be directed to our corporate secretary at Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375, telephone (347) 242-3148, or by e-mail at Onewallstreetn @aol.com.  The information contained in our web site shall not constitute part of this prospectus.
 
 
35

 
 
Daniels Corporate Advisory principal executive offices are located at Parker Towers, 104-60, Queens Boulevard, 12th Floor, Forest Hills, New York 11375.  Our email address is Onewallstreetn@aol.com.
 
Summary of Cash and Certain Other Compensation
 
At present Daniels Corporate Advisory has only one executive officer.  The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:
 
·  
A base salary;
 
·  
A performance bonus; and
 
·  
Periodic grants and/or options of our common stock.
 
Base Salary.  Daniels Corporate Advisory chief executive officer and all other senior executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our chief executive officer.
 
Performance Bonus.  A portion of each officer’s total annual compensation is in the form of a bonus.  All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance.
 
Stock Incentive.  Stock options are granted to executive officers based on their positions and individual performance.  Stock options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers.  The compensation committee considers the recommendations of the chief executive officer for stock option grants to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation.  See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans.”
 
Compensation to our officers and employees will be paid only when we have sufficient funds for that purpose.  At present, we do not possess such funds.

 
36

 

Summary Compensation Table
 
The following table sets forth, for the last three fiscal years, the compensation earned for services rendered in all capacities by our chief executive officer, chief financial officer and the other highest-paid executive officers serving as such at the end of 2009 whose compensation for that fiscal year was in excess of $100,000.  The individuals named in the table will be hereinafter referred to as the “Named Officers.”  No other executive officer of Daniels Corporate Advisory received compensation in excess of $100,000 during fiscal years 2008 through 2011.
 
We currently have only one executive officer.  Our tables reflect the total compensation accrued for the years indicated.  The amounts consist of a base salary only for those periods.  Due to operating limitations and results of operations during those periods listed there were no performance bonuses or grants of options and or stock incentives.  This does not preclude future periods from including such amounts.  There was no interest accrued on these amounts nor will we accrue interest on such amounts.
 
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
50,000
-0-
-0-
-0-
-0-
-0-
-0-
50,000
 
Outstanding Equity Awards at Fiscal Year-End
 
The following table provides information for each of our named executive officers as of the end of our last completed fiscal years, November 30, 2011 and November 30, 2010:
 
 
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.
 
 
37

 

Director Compensation
 
The following table provides concerning the compensation of our directors as of the end of our last completed fiscal years, November 30, 2011, and November 30, 2010:
 
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-
Employment Agreements
 
As of the date of this prospectus, Daniels Corporate Advisory does not have any employment agreements with its employees.
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
Daniels Corporate Advisory has had no disagreements with its accountants on accounting and financial disclosure.
 
CERTAIN TRANSACTIONS
 
Other than as described herein, none of our directors or executive officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
 
Arthur D. Viola is a promoter, pursuant to the rules of the SEC.  As of the date of the post-effective registration statement to which this prospectus is attached, INfe Human Resources is the parent company of Daniels Corporate Advisory and owns 10,000 shares of our common stock, which constitutes 100 percent of our outstanding common shares.  However, as disclosed below in “Principal Stockholders,” Mr. 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.  In addition, Mr. Viola owns 50,000 shares of our preferred stock.  The voting rights of our common stock contained in our preferred stock along with the 466,606 spin-off shares to be owned by Mr. Viola, 166,606 directly and 300,000 shares through his affiliate, Daniels Development Corporation, will provide Mr. Viola with voting rights equal to 25,466,606 shares of our common stock, which amount exceeds the majority of the issued and outstanding shares of the common stock on the date of this prospectus.

 
38

 

PRINCIPAL STOCKHOLDERS
 
The following table sets forth, as of the date of this prospectus, information concerning ownership of our securities by:
 
·  
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.
 
As indicated in the table above, Arthur D. Viola, our sole officer and director, owns 50,000 shares of our preferred stock which equates to 100 percent of our preferred stock.  Our preferred stock has voting rights equal to 500 shares of the our common stock for every one share of our preferred stock held, which equates to voting rights of 25,000,000 shares of the our common stock.  The voting rights of our common stock contained in our preferred stock along with the 466,606 spin-off shares to be owned by Mr. Viola, 166,606 directly and 300,000 shares through his affiliate, Daniels Development Corporation, will provide Mr. Viola with voting rights equal to 25,466,606 shares of our common stock, which amount exceeds the outstanding shares of our common stock.  As a result, Arthur D. Viola is able to influence all matters requiring stockholder approval including the election of directors, merger or consolidation and the sale of all or substantially all of our assets.  This concentration of ownership may delay, deter or prevent acts that would result in a change of control, which in turn could reduce the market price of our common stock.
 
During the last five years, Arthur D. Viola, a citizen of the United States, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:
 
·  
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.
 
 
39

 
 
 
DESCRIPTION OF SECURITIES
 
The authorized capital stock of Daniels Corporate Advisory consists of 750,000,000 shares of common stock, par value $0.001 per share (the “common stock”) and 50,000,000 shares of preferred stock, par value $0.001 per share (the “preferred stock”).  As of the date of this prospectus, 10,000 shares of our common stock were issued and outstanding and 50,000 shares of our preferred stock were issued and outstanding.
 
The following description of certain matters relating to our securities is a summary and is qualified in its entirety by the provisions of Daniels Corporate Advisory’s articles of incorporation and bylaws.
 
Preferred Stock
 
Mr. Viola, our sole director, has the authority, without further action by our stockholders, to provide for the issuance of shares of our preferred stock in one or more series and to fix the number of shares, designations, preferences, powers and relative, participating, optional or other special rights and the qualifications or restrictions on the rights.  The holders of our preferred stock do not have any cumulative voting rights or preemptive or subscription rights by virtue of their ownership of our preferred stock.  The preferences, powers, rights and restrictions of different series of our preferred stock may vary with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions, purchase funds, and other matters.  The issuance of a series of our preferred stock could decrease the amount of earnings and assets available for distribution to holders of our common stock or affect adversely the rights and powers, including voting rights, of the holders of our common stock.  Likewise, any issuance may have the effect of delaying, deferring or preventing a change in control of Daniels Corporate Advisory. Pursuant to the Certificate of Designation, Preferences and Rights of Preferred Stock of Daniels Corporate Advisory Company, Inc. filed on August 4, 2010, with the Secretary of State of Nevada, our board adopted a resolution creating a series of 50,000 preferred shares which possessed the following characteristics:
 
·  
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.
 
 
40

 
 
·  
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.
 
Common Stock
 
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders.  The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.
 
In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors, (but presently by our sole director, Mr. Viola), out of legally available funds, subject to the payment of preferential dividends or other restrictions on dividends contained in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of preferred stock described above.  In the event of the dissolution, liquidation or winding up of Daniels Corporate Advisory, the holders of our common stock are entitled to share ratably in all assets remaining after payment of all our liabilities, subject to the preferential distribution rights granted to the holders of any series of our preferred stock in any Preferred Stock Designation, including, without limitation, the Preferred Stock Designation establishing a series of our preferred stock described above.
 
The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of State of Nevada.  Accordingly, excluding any voting rights granted to any series of our preferred stock, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors.  All outstanding shares of the common stock are fully paid and non-assessable.
 
The laws of the State of Nevada provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and any series of our preferred stock entitled to vote thereon is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Daniels Corporate Advisory with any corporation, or any liquidation or disposition of any substantial assets of Daniels Corporate Advisory.
 
Options
 
As of the date of this prospectus, we have not issued any options to purchase shares of our common stock, although we may do so in the future.
 
Transfer Agent
 
The transfer agent of our common stock is Signature Stock Transfer, 2632 Coachlight Court, Plano, Texas 75093, telephone (972) 612-4120, facsimile (972) 612-4122, and e-mail: signaturestocktransfer@MSN.com.
 
 
41

 
 
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS
 
General
 
Provisions of our articles of incorporation and bylaws concern matters of corporate governance and the rights of our stockholders, such as the ability of our board of directors to issue shares of our common and preferred stock and to set the voting rights, preferences, and other terms of our preferred stock without further stockholder action.  These provisions could also delay or frustrate the removal of incumbent directors or the assumption of control of our board of directors by our stockholders, and may be deemed to discourage takeover attempts, mergers, tender offers, or proxy contests not first approved by our board of directors, which some stockholders may deem to be in their best interests.
 
Board of Directors
 
The business and affairs of Daniels Corporate Advisory are managed under the direction of our board of directors, which currently consists of one member, Arthur Viola, sole officer.  The number of members on our board of directors is fixed by, and may be increased or decreased from time to time by, the affirmative vote of a majority of the members at any time constituting our board of directors.
 
Newly created directorships resulting from any increase in the number of directors and any vacancies on our board of directors resulting from death, resignation, disqualification, removal or other causes shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term for which the new directorship was created or the vacancy occurred and until the director’s successor shall have been elected and qualified or until his earlier death, resignation, or removal.  No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.  Our board of directors may not have less than one member.  There is no limit on the maximum size of our board.
 
Whenever the holders of any class or series of our capital stock are entitled to elect one or more directors under any resolution or resolutions of our board of directors designating a series of our preferred stock, vacancies and newly created directorships of a class or series may be filled by a majority of the directors then in office elected by the applicable class or series, by a sole remaining director so elected, or by the unanimous written consent, or the affirmative vote of a majority of the outstanding shares of the class or series entitled to elect the directors.
 
Any director may be removed from office only by the affirmative vote of the holders of a majority of the combined voting power of our then outstanding shares of capital stock entitled to vote at a meeting of stockholders called for that purpose, voting together as a single class.
 
Meetings of Stockholders
 
Our bylaws provide that a special meeting of our stockholders may only be called by:
 
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.
 
Special stockholder meetings may not be called by any other person or in any other manner.  Our bylaws provide that only those matters set forth in the notice of the special meeting may be considered or acted upon at the special meeting.  Our articles of incorporation do not permit our stockholders to take an action by written consent unless the action to be taken and the taking of that action by written consent have been approved in advance by our board of directors.
 
The next annual meeting of our stockholders will be held in 2011, on a date and at a place and time designated by our board of directors.
 
 
42

 
 
Limitation of Liability
 
Our articles of incorporation provide that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under Nevada law.  In addition, Daniels Corporate Advisory is authorized to indemnify its agents, including without limitation, directors and officers, whether by bylaw, agreement or otherwise, to the fullest extent permissible under Nevada law.
 
Our bylaws contain similar indemnification and limitation of liability provisions.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling Daniels Corporate Advisory under the indemnification provisions, or otherwise, Daniels Corporate Advisory is aware that, in the opinion of the SEC, the indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
Amendment of Bylaws
 
Under our articles of incorporation, our bylaws may be amended by our board of directors or by the affirmative vote of the holders of at least a majority of the combined voting power of the outstanding shares of our capital stock then outstanding and entitled to vote, voting together as a single class.
 
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
 
Our articles of incorporation permit us to limit the liability of our directors to the fullest extent permitted under the Nevada Revised Statutes.  As permitted by Nevada law, our bylaws and articles of incorporation also include provisions that eliminate the personal liability of each of our officers and directors for any obligations arising out of any acts or conduct of such officer or director performed for or on behalf of Daniels Corporate Advisory.  To the fullest extent allowed by the Nevada Revised Statutes, we will defend, indemnify and hold harmless its directors or officers from and against any and all claims, judgments and liabilities to which each director or officer becomes subject to in connection with the performance of his or her duties and will reimburse each such director or officer for all legal and other expenses reasonably incurred in connection with any such claim of liability.  However, we will not indemnify any officer or director against, or reimburse for, any expense incurred in connection with any claim or liability arising out of the officer’s or director’s own negligence or misconduct in the performance of duty.
 
The provisions of our bylaws and articles of incorporation regarding indemnification are not exclusive of any other right we have to indemnify or reimburse our officers or directors in any proper case, even if not specifically provided for in our articles of incorporation or bylaws.
 
We believe that the indemnity provisions contained in our bylaws and the limitation of liability provisions contained in our articles of incorporation are necessary to attract and retain qualified persons for these positions.  No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
SHARES ELIGIBLE FOR FUTURE SALE
 
Future sales of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time.  Under the terms of this offering, the shares of our common stock offered may be resold without restriction or further registration under the Securities Act, except that any shares purchased by our “affiliates,” as that term is defined under the Securities Act, may generally only be sold in compliance with Rule 144 under the Securities Act.
 
 
43

 
 
Sale of Restricted Shares
 
In the future following the date of this prospectus, shares of our outstanding common stock may be issued and sold by Daniels Corporate Advisory in private transactions in reliance upon exemptions from registration under the Securities Act and not registered for resale.  Such shares may be sold only pursuant to an effective registration statement filed by Daniels Corporate Advisory or an applicable exemption, including the exemption contained in Rule 144 promulgated under the Securities Act.
 
Rule 144
 
In general, Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, provides:
 
·  
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.
 
SELLING STOCKHOLDERS
 
Following the spin-off, we will have 4,901,069 shares of our common stock issued and outstanding, which will be held of record and beneficially owned by approximately 132 stockholders, including the shares held by Cede & Co. for the benefit of various unknown stockholders, who may want to sell their shares.  Each selling stockholder may from time to time offer and sell any or all of its shares that are registered under the post-effective registration statement of which this prospectus is a part.  Because no selling stockholder is obligated to sell its shares, and because the selling stockholders may also acquire publicly traded shares of our common stock, we can only estimate how many shares each selling stockholder will own after the offering.  In this prospectus, the term “selling stockholder” includes each stockholder, and its transferees, pledgees, donees, assignees, or other successors in interest.
 
All expenses incurred with respect to the registration of our common stock to be covered by the post-effective registration statement with respect to this prospectus will be borne by Daniels Corporate Advisory, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by any selling stockholder in connection with its sale of shares.
 
 
44

 
 
All of the securities to be offered pursuant to the post-effective registration statement by the selling stockholders will be offered from time to time and for sale pursuant to the post-effective registration statement up to an aggregate of 4,901,069 shares of our common stock.
 
On February 20, 2012, we issued 100,000 shares of our common stock to Norman T. Reynolds, Esq., for legal services rendered to Daniels Corporate Advisory.  All of the shares issued to Mr. Reynolds bear a legend restricting their disposition.
 
The shares issued by Daniels Corporate Advisory to Mr. Reynolds were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act.  Mr. Reynolds took his securities for investment purposes without a view to distribution and had access to information concerning Daniels Corporate Advisory and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of our shares.  Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.
 
To our best knowledge, information and belief, during the last five years, none of the selling stockholders has been convicted in a criminal proceeding, or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
To our best knowledge, information and belief, no selling stockholder is a registered broker-dealer or an affiliate of a registered broker-dealer.  Further, there has been no material relationship between any selling stockholder and Daniels Corporate Advisory, which has not been disclosed herein.
 
The following table sets forth, with respect to each selling stockholder:
 
·  
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 4,909,971 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.
 
 
49

 
 
 
(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.
 
PLAN OF DISTRIBUTION
 
We will not receive any proceeds from the issuance of the spin-off shares.  No fees will be paid in connection with the spin-off of shares of our common stock pursuant to this prospectus.  We will bear all costs associated with the registration.
 
In certain states the shares of common stock may not be sold unless they have been registered or qualify for sale in such state or an exemption from registration or qualification is available and we comply with the requirements of state law.  In that regard, we intend to offer our spin-off shares pursuant to this offering in the States of Texas, California, Florida, and New York.  We may offer our shares in other jurisdictions, if we determine it is in our best interest to do so, or we are otherwise required by law.  We intend to register our spin-off shares in the various states where we make an offering.
 
Although we do not currently contemplate doing so, we may enter into relationships with a placement agent who is a licensed broker-dealer in the future which could require us to pay commissions or other compensation.  If we employ a placement agent who is a licensed broker-dealer to assist in the sale of our shares, we will update this prospectus to identify the placement agent and provide all appropriate related disclosure and the fact that the placement agent is an underwriter under the Securities Act.
 
Mr. Viola is deemed to be an underwriter under the Securities Act.
 
Mr. Viola is an officer, director, and employee of Daniels Corporate Advisory Company, Inc., and he will rely on Rule 3a4-1 of the Exchange Act in conducting the offering of our shares.  In that connection, Mr. Viola:
 
·  
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:
 
 
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(A)           Mr. Viola primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of Daniels Corporate Advisory otherwise than in connection with transactions in securities; and
 
(B)           Mr. Viola was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and
 
(C)           Mr. Viola does not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)(4)(i) or (iii) of this section, except that for securities issued pursuant to rule 415 under the Securities Act, the 12 months shall begin with the last sale of any security included within one rule 415 registration.
 
·  
Mr. Viola restricts his participation to any one or more of the following activities:
 
(A)           Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by the associated person of a potential purchaser; provided, however, that the content of such communication is approved by an officer or director of the Issuer;
 
(B)           Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act, or other offering document; or
 
(C)           Performing ministerial and clerical work involved in effecting any transaction.
 
Plan of Distribution for the Spin-Off Shares
 
The spin-off of all of the shares of Daniels Corporate Advisory held by INfe Human Resources to the holders of INfe Human Resources common stock will be affected by distributing one share of Daniels Corporate Advisory common stock as a non-taxable distribution for each 100 outstanding shares of common stock of INfe Human Resources.  As a result, Daniels Corporate Advisory will distribute 4,801,069 shares of our common stock as of 5:00 p.m., New York, New York time, on the effective date of the post-effective registration statement of which this prospectus is a part (the “Distribution Date”) to the holders of record of INfe Human Resources common stock at 5:00 p.m., New York, New York time, on June 22, 2010 (the “Record Date”).  There will be no fractional shares issued.  Following the spin-off, INfe Human Resources will own no shares of Daniels Corporate Advisory, which means that Daniels Corporate Advisory will be a fully independent company.
 
The INfe Human Resources stockholders will not be required to pay any cash or other consideration for the spin-off shares distributed to them as a result of the spin-off. or to surrender or exchange their shares of INfe Human Resources common stock to receive the distribution of the spin-off shares.  Each of our stockholders receiving the spin-off shares will be delivered a copy of this prospectus at the time of the distribution of the spin-off shares.
 
All shares of our common stock received by the INfe Human Resources stockholders in connection with the spin-off will be fully paid and non-assessable.  The INfe Human Resources stockholders do not have any appraisal rights in connection with the spin-off.  For details of the distribution of the spin-off shares, see “Prospectus Summary - The Offering - The Spin-Off.”
 
Plan of Distribution by the Selling Stockholders.
 
The selling stockholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from the named selling stockholders as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be a selling stockholder) 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.  The selling stockholders may sell our common stock by one or more of the following methods, without limitation:
 
 
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·  
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.
 
These transactions may include crosses, which are transactions in which the same broker acts as an agent on both sides of the trade.  The selling stockholders may also transfer our common stock by gift.  We do not know of any arrangements by the selling stockholders for the sale of any of our common stock.
 
The selling stockholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our common stock.  These brokers or dealers may act as principals, or as an agent of a selling stockholder.  Broker-dealers may agree with a selling stockholder to sell a specified number of the stock at a stipulated price per share.  If the broker-dealer is unable to sell our common stock acting as agent for a selling stockholder, it may purchase as principal any unsold shares at the stipulated price.  Broker-dealers who acquire common stock as principals may thereafter resell the shares from time to time in transactions in any stock exchange or automated interdealer quotation system on which our common stock is then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions.  Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.
 
The selling stockholders may also sell our common stock in accordance with Rule 144 or Rule 144A under the Securities Act, rather than pursuant to this prospectus.  In order to comply with the securities laws of some states, if applicable, the shares of our common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers.
 
From time to time, one or more of the selling stockholders may pledge, hypothecate or grant a security interest in some or all of the shares owned by them.  The pledgees, secured parties or person to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders.  The number of a selling stockholder’s shares offered under this prospectus will decrease as and when it takes such actions.  The plan of distribution for that selling stockholder’s shares will otherwise remain unchanged.  In addition, a selling stockholder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.
 
 
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To the extent required under the Securities Act, the aggregate amount of the selling stockholders’ shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters, any applicable commission and other material facts with respect to a particular offer will be set forth in an accompanying prospectus supplement or a post-effective amendment to the post-effective registration statement of which this prospectus is a part, as appropriate.  Any underwriters, dealers, brokers or agents participating in the distribution of our common stock may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling stockholder and/or purchasers of the selling stockholders’ shares, for whom they may act (which compensation as to a particular broker-dealer might be less than or in excess of customary commissions).  Neither Daniels Corporate Advisory nor any selling stockholder can presently estimate the amount of any such compensation.
 
Arthur D. Viola, all of the selling stockholders, and all 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 as Attachment A.
 
Each of Arthur D. Viola, all of the selling stockholders, and all intermediaries through whom the shares of the selling stockholders may be sold as an underwriter is subject to certain statutory liabilities including, but not limited to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.  In addition, each of Arthur D. Viola, all of the selling stockholders, and all intermediaries through whom the shares of the selling stockholders may be sold, as underwriters within the meaning of the Securities Act, are subject to the prospectus delivery requirements of the Securities Act.  The SEC staff is of a view that any of Arthur D. Viola, all of the selling stockholders, and all intermediaries through whom the shares of the selling stockholders may be sold, who are registered broker-dealers are deemed to be underwriters under the Securities Act while affiliates of registered broker-dealers may be underwriters under the Securities Act.  We will not pay any compensation or give any discounts or commissions to any underwriter in connection with the securities being offered by this prospectus.
 
A selling stockholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of our common stock in the course of hedging the positions they assume with that selling stockholder, including, without limitation, in connection with distributions of our common stock by those broker-dealers.  A selling stockholder may enter into option or other transactions with broker-dealers, who may then resell or otherwise transfer our common stock.  A selling stockholder may also loan or pledge our common stock offered hereby to a broker-dealer and the broker-dealer may sell our common stock offered by this prospectus so loaned or upon a default may sell or otherwise transfer the pledged common stock offered by this prospectus.
 
The selling stockholders and other persons participating in the sale or distribution of our common stock will be subject to applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act, including Regulation M.  This regulation may limit the timing of purchases and sales of any of our common stock by the selling stockholders and any other person.  The anti-manipulation rules under the Exchange Act may apply to sales of common stock in the market and to the activities of the selling stockholders and their affiliates.  Regulation M may restrict the ability of any person engaged in the distribution of our common stock to engage in market-making activities with respect to the particular common stock being distributed for a period of up to five business days before the distribution.  These restrictions may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
 
We have agreed to indemnify all of the selling stockholders and all of the claimants who accept our shares as described in this prospectus, and any brokers, dealers and agents who are underwriters, if any, of our common stock offered by this prospectus against certain liabilities, including liabilities under the Securities Act.
 
We have agreed to pay all expenses incident to the registration of our common stock held by the selling stockholders in connection with this offering, but all selling expenses related to the securities registered shall be borne by the individual holders of such securities pro rata on the basis of the number of shares of securities so registered on their behalf.
 
 
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We cannot assure you that the selling stockholders will sell all or any portion of our common stock offered by this prospectus.  In addition, we cannot assure you that a selling stockholder will not transfer the shares of our common stock by other means not described in this prospectus.
 
LEGAL MATTERS
 
The validity of the issuance of the common stock offered hereby will be passed upon for us by Norman T. Reynolds Law Firm.
 
EXPERTS
 
The financial statements for the two most recent fiscal years ended November 30, 2011 and 2010 have been audited by John Scrudato CPA, independent registered public accounting firm, to the extent and for the periods set forth in their report, which contains an explanatory paragraph regarding our ability to continue as a going concern, appearing elsewhere herein and in the post-effective registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
 
REPORTS TO STOCKHOLDERS
 
We will furnish our stockholders with an annual report which describes the nature and scope of our business and operations for the prior year and which will contain a copy of our audited financial statements for our most recent fiscal year.  In addition, we will furnish our stockholders with a proxy statement as required by the Exchange Act covering matters to be voted upon at our annual meeting of stockholders.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the SEC under the Securities Act a registration statement on Form S-1 with respect to the shares being offered in this prospectus.  This prospectus does not contain all of the information set forth in the post-effective registration statement, certain items of which are omitted in accordance with the rules and regulations of the SEC.  The omitted information may be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street N.E., Washington, D.C. 20549.  Copies of such material can be obtained from the public reference section of the SEC at prescribed rates.
 
For further information with respect to Daniels Corporate Advisory and the securities being offered hereby, reference is hereby made to the post-effective registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.
 
No person is authorized to give you any information or make any representation other than those contained or incorporated by reference in this prospectus.  Any such information or representation must not be relied upon as having been authorized.  Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of the prospectus.
 
We are subject to the informational requirements of the Exchange Act, and must file reports, proxy statements and other information with the SEC, such as current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K.  Our executive officers, directors and beneficial owners of 10 percent or more of our common stock also file reports relative to the acquisition or disposition of shares of our common stock or acquisition, disposition or exercise of any of our common stock purchase options or warrants.  These filings will be a matter of public record and any person may read and copy any 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.  Further, the SEC maintains an Internet web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.

 
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Attachment A

 
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DANIELS CORPORATE ADVISORY COMPANY, INC.

AUDITED REPORT ON FINANCIAL STATEMENTS AND NOTES

FOR THE QUARTERS ENDED FEBRUARY 29, 2012 AND FEBRUARY 28, 2011

CONTENTS

 Balance Sheets  as of  February 29, 2012 (unaudited) and November 30, 2011 (audited)
   
 Statements of Operations for the Quarters Ended February 29, 2012 (unaudited) and February 28, 2011(unaudited)
   
 Statements of Cash Flows for the Quarters Ended February 29, 2012 (unaudited) and  February 28, 2011 (unaudited)
 
 
 Statements of Comprehensive Loss for the Quarters Ended February 29, 2012(unaudited) and February 28, 2011(unaudited)
   
Statement of Stockholders Equity for the year  ended  November 30, 2011 (audited) and for the Quarter Ended February 29, 2012 (unaudited)
   
Notes to Financial Statements (unaudited)
   

 
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Daniels Corporate Advisory Company, Inc.
Balance Sheets
 
   
February 29,
   
November 30,
 
ASSETS
 
2012
   
2011
 
   
Unaudited
   
Audited
 
CURRENT ASSETS
           
Cash and cash equivalents $ 98     $ 173  
Other assets   8,500       13,600  
Total Current Assets     8,598       13,773  
                 
                 
TOTAL ASSETS
  $ 8,598     $ 13,773  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
               
                 
CURRENT LIABILITIES
             
Accounts payable and accrued expenses   $ 933,656     $ 880,656  
Callable notes     -       -  
Convertible notes     -       -  
Income tax payable     -       -  
Total Current Liabilities     933,656       880,656  
                 
LONG-TERM LIABILITIES
               
Stockholder loans     4,495       4,165  
Total Long Term Liabilities     4,495       4,165  
                 
TOTAL LIABILITIES     938,151       884,821  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Preferred stock, $.001 par value shares authorized, 50,000 issued and outstanding     50       50  
Common stock, $001 par value shares authorized, 10,000 and 10,000 issued and outstanding     10       10  
Additional paid-in-capital     3,873,726       3,873,726  
Accumulated deficit     (4,761,813 )     (4,708,408 )
Accumulated other comprehensive (loss)     (41,526 )     (36,426 )
Total Stockholders' Equity(Deficit)     (929,553 )     (871,048 )