| UNITED STATES OF AMERICA |
| Before the |
| SECURITIES AND EXCHANGE COMMISSION |
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| SECURITIES EXCHANGE ACT OF 1934 |
| Release No. 91722 / April 29, 2021 |
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| ACCOUNTING AND AUDITING ENFORCEMENT |
| Release No. 4218 / April 29, 2021 |
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| ADMINISTRATIVE PROCEEDING |
| File No. 3-20274 |
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| In the Matter of |
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| DANIELS CORPORATE |
| ADVISORY COMPANY, |
| INC., |
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| Respondent. |
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| ORDER INSTITUTING CEASE-AND- |
| DESIST PROCEEDINGS PURSUANT TO |
| SECTION 21C OF THE SECURITIES |
| EXCHANGE ACT OF 1934, MAKING |
| FINDINGS, AND IMPOSING A CEASE- |
| AND-DESIST ORDER |
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| I. |
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| The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- |
| and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities |
| Exchange Act of 1934 (“Exchange Act”), against Daniels Corporate Advisory Company, Inc. |
| (“Daniels” or “Respondent”). |
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| II. |
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| In anticipation of the institution of these proceedings, Respondent has submitted an Offer |
| of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the |
| purpose of these proceedings and any other proceedings brought by or on behalf of the |
| Commission, or to which the Commission is a party, and without admitting or denying the findings |
| herein, except as to the Commission’s jurisdiction over it and the subject matter of these |
| proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease- |
| and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making |
| Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. |
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| 2 |
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| III. |
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| On the basis of this Order and Respondent’s Offer, the Commission finds1 that: |
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| Summary |
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| 1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which |
| requires that issuers that fail to file timely a periodic report shall file a Form 12b-25 “Notification of |
| Late Filing,” commonly known as “Form NT,” which contains, among other things, reasonable |
| detail as to why the issuer’s periodic report could not be filed on time and an explanation of any |
| anticipated, significant changes in the issuer’s results of operations. |
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| 2. In July 2019, Daniels violated Rule 12b-25 by filing a Form 12b-25 with the |
| Commission in which Daniels failed to disclose why, in sufficient detail under the circumstances |
| presented, its second-quarter, fiscal year (“FY”) 2019 Form 10-Q could not be timely filed. |
| Daniels’ Form 12b-25 also failed to acknowledge anticipated, significant changes in Daniels’ results |
| of operations for the second quarter of FY2019, compared with Daniels’ operating results in the |
| second quarter of FY2018, and to provide an explanation of the changes, as required under the rule. |
| One week after filing its Form 12b-25, Daniels filed an amended first-quarter FY2019 Form 10-Q |
| disclosing to investors and the market that its previously-filed financial statements for the first |
| quarter of FY2019 should no longer be relied upon. Daniels, however, had failed to include in its |
| Form 12b-25 any disclosure that the discovery, and ongoing correction, of errors in its first-quarter |
| FY2019 financial statements were among the principal reasons that it was unable to file timely the |
| subject Form 10-Q. |
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| Respondent |
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| 3. Daniels, a Nevada corporation based in Forest Hills, New York, is engaged in the |
| business of offering corporate financial consulting services and also refurbishes, sells, and rents |
| “Class 8” heavy-duty trucks. Daniels common stock is registered under Section 12(g) of the |
| Exchange Act and is quoted on the OTCQB Venture Market. |
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| Legal Framework and Facts |
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| 4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require |
| issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the |
| Commission annual reports on Form 10-K and quarterly reports on Form 10-Q. |
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| 1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any |
| other person or entity in this or any other proceeding. |
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| 5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the |
| time period prescribed for such report, the issuer, no later than one business day after the due date |
| for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability |
| to file the report timely and the reasons therefore in reasonable detail.2 Form 12b-25 requires the |
| issuer to affirm, among other things, that the subject periodic report will be filed within fifteen |
| calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s |
| prescribed due date, and requires that the report actually be filed within such period. Form 12b-25 |
| also requires the issuer to confirm whether or not it anticipates that any significant change in |
| results of operations from the corresponding period for the prior fiscal year will be reflected by the |
| earnings statements to be included in the subject periodic report. If such change is anticipated, the |
| issuer must attach a narrative and quantitative explanation of the anticipated change and, if |
| appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
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| 6. On July 15, 2019, Daniels filed with the Commission a Form 12b-25 disclosing |
| only that Daniels could not file timely its Form 10-Q for its FY2019 second quarter, ended May |
| 31, 2019, because: “The Registrant has been unable to complete all aspects of its Form 10-Q for |
| the quarterly period ended May 31, 2019 on, or prior to, the prescribed due date.” |
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| 7. Furthermore, in its Form 12b-25, Daniels affirmed that it would file the subject |
| Form 10-Q within the five-calendar-day extension period and indicated that it did not anticipate |
| that any significant change in results of operations from the corresponding period for the prior |
| fiscal year would be reflected in the subject Form 10-Q. |
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| 8. On July 22, 2019, Daniels filed with the Commission its second-quarter FY2019 |
| Form 10-Q and also an amended Form 10-Q for its FY2019 first quarter, ended February 28, 2019, |
| which restated Daniels’ financial statements for the FY2019 first quarter and disclosed that the |
| previously-filed financials for that quarter should no longer be relied upon. As explained in the |
| amended Form 10-Q: “In the course of its financial statements closing process subsequent to the |
| period ended February 28, 2019, the CEO and CFO … of Daniels … determined that the |
| Company’s interim financial statements for the three months ended February 28, 2019, could no |
| longer be relied upon. Specifically, Management discovered an overstatement of sales and cost of |
| sales which should not have been recognized during the three months ended February 28, 2019.” |
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| 9. Daniels’ inability to meet the filing deadline for its second-quarter FY2019 Form |
| 10-Q was due, in large part, to the discovery, and ongoing correction, of errors in its first-quarter |
| FY2019 financial statements. In its Form 12b-25, however, Daniels failed to disclose this |
| information and failed to provide the detailed narratives and quantitative explanation specifically |
| called for by the form. The company anticipated that its second-quarter FY2019 financial results, |
| when reported, would include $1.096 million in revenue from its truck-related business, thereby |
| differing significantly from its financial results for the second quarter of FY2018, when the |
| company reported having no operating revenue at all. |
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| 2 Form 12b-25 specifies a “narrative” disclosure. (See Form 12b-25, Part III.) |
| 4 |
| Violations |
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| 10. As a result of the conduct described above, Daniels violated Section 13(a) of the |
| Exchange Act and Rule 12b-25 thereunder. |
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| IV. |
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| In view of the foregoing, the Commission deems it appropriate to impose the sanctions |
| agreed to in Respondent Daniels’ Offer. |
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| Accordingly, it is hereby ORDERED that: |
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| A. Pursuant to Section 21C of the Exchange Act, Respondent Daniels cease and desist |
| from committing or causing any violations and any future violations of Section 13(a) of the |
| Exchange Act and Rule 12b-25 thereunder. |
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| B. Respondent shall pay civil penalties of $25,000 to the Securities and Exchange |
| Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act |
| Section 21F(g)(3). Payment shall be made in the following four installments: (1) $5,000 within 14 |
| days of entry of this order; (2) $7,500 within 180 days of entry of this order; (3) $6,250 within 270 |
| days of entry of this order; and (4) $6,250 within 360 days of entry of this order. Payments shall |
| be applied first to post order interest, which accrues pursuant to 31 U.S.C. 3717. Prior to making |
| the final payment set forth herein, Respondent shall contact the staff of the Commission for the |
| amount due. If Respondent fails to make any payment by the date agreed and/or in the amount |
| agreed according to the schedule set forth above, all outstanding payments under this Order, |
| including post-order interest, minus any payments made, shall become due and payable |
| immediately at the discretion of the staff of the Commission without further application to the |
| Commission. |
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| Payment must be made in one of the following ways: |
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| (1) Respondent may transmit payment electronically to the Commission, which |
| will provide detailed ACH transfer/Fedwire instructions upon request; |
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| (2) Respondent may make direct payment from a bank account via Pay.gov |
| through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or |
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| (3) Respondent may pay by certified check, bank cashier’s check, or United |
| States postal money order, made payable to the Securities and Exchange |
| Commission and hand-delivered or mailed to: |
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| Enterprise Services Center |
| Accounts Receivable Branch |
| HQ Bldg., Room 181, AMZ-341 |
| 6500 South MacArthur Boulevard |
| 5 |
| Oklahoma City, OK 73169 |
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| Payments by check or money order must be accompanied by a cover letter identifying |
| Daniels as a Respondent in these proceedings, and the file number of these proceedings; a copy of |
| the cover letter and check or money order must be sent to Anita B. Bandy, Associate Director, |
| Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC |
| 20549. |
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| C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be |
| treated as penalties paid to the government for all purposes, including all tax purposes. To |
| preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor |
| Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any |
| award of compensatory damages by the amount of any part of Respondent’s payment of a civil |
| penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a |
| Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting |
| the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the |
| Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed |
| an additional civil penalty and shall not be deemed to change the amount of the civil penalty |
| imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a |
| private damages action brought against Respondent by or on behalf of one or more investors based |
| on substantially the same facts as alleged in the Order instituted by the Commission in this |
| proceeding. |
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| By the Commission. |
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| Vanessa A. Countryman |
| Secretary |
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