UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended November 30, 2019



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
File Number: 333-169128



Daniels
Corporate Advisory Company, Inc.

(Exact
Name of Registrant as Specified in Its Charter)



|Nevada                                |  | 04-3667624             
|------------------------------------- |  | -----------------------
|(State
    or Other Jurisdiction      |  | (IRS
    Employer      
|of
    Incorporation or Organization) |  | Identification
    No.)



|Parker
        Towers, 104-60, Queens Boulevard
        12th
        Floor Forest Hills, New York |  | 11375         
|------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of Principal Executive Offices)                                                      |  | (Zip
    Code)



Registrant’s
Telephone Number, Including Area Code: (347) 242-3148



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class                     |  | Name
    of Each Exchange on Which Registered
|------------------------------------------- |  | ---------------------------------------------
|Common
    Stock, $.001 par value per share |  | Over-the
    Counter                         



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (check one):



|[  ]
Large accelerated filer | [  ]
    Accelerated filer | [  ]
    Non-accelerated filer                    | [X]
    Smaller reporting company
|---------------------------- | -------------------------- | ------------------------------------------------- | ---------------------------------
|                             |                            | (Do
    not check if a smaller reporting company) |                                  



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of May 31, 2019
based upon the closing price as of such date was $17,647.



As
of March 13, 2020, 27,296,452 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.




















Explanatory
Note



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Daniels Corporate
Advisory Company, Inc. for the fiscal year ended November 30, 2019, as filed with the Securities and Exchange Commission on March
16, 2019 (the “Original Filing”).



Daniels
Corporate Advisory Company, Inc. is filing this Amendment, for the sole purpose of correcting an administrative error in the report
of independent registered public accounting firm by Thayer O’Neal Company, LLC to the Original Filing, to update the correct
name of the city of the Company’s auditing firm, Thayer O’Neal Company, LLC. This Form 10-K/A does not change or update
any of the other disclosures contained in the Original Filing.















Table
of Contents



|10-K
    - DANIELS CORPORATE ADVISORY COMPANY, INC. 10-K |                                                                                                              
|-------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|                                                         |                                                                                                              
|PART I                                                   |                                                                                                              
|                                                         |                                                                                                              
|Item
    1.                                              | Business.                                                                                                    
|Item
    1A.                                             | Risk Factors.                                                                                                
|Item
    1B.                                             | Unresolved Staff Comments.                                                                                   
|Item
    2.                                              | Properties.                                                                                                  
|Item
    3.                                              | Legal Proceedings.                                                                                           
|Item
    4.                                              | Mine Safety Disclosures.                                                                                     
|                                                         |                                                                                                              
|PART II                                                  |                                                                                                              
|                                                         |                                                                                                              
|Item
    5.                                              | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|Item
    6.                                              | Selected Financial Data.                                                                                     
|Item
    7.                                              | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                       
|Item
    7A.                                             | Quantitative and Qualitative Disclosures About Market Risk.                                                  
|Item
    8.                                              | Financial Statements and Supplementary Data.                                                                 
|Item
    9.                                              | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.                        
|Item
    9A.                                             | Controls and Procedures.                                                                                     
|Item
    9B.                                             | Other Information.                                                                                           
|                                                         |                                                                                                              
|PART III                                                 |                                                                                                              
|                                                         |                                                                                                              
|Item
    10.                                             | Directors, Executive Officers and Corporate Governance.                                                      
|Item
    11.                                             | Executive Compensation.                                                                                      
|Item
    12.                                             | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.              
|Item
    13.                                             | Certain Relationships and Related Transactions, and Director Independence.                                   
|Item
    14.                                             | Principal Accountant Fees and Services.                                                                      
|                                                         |                                                                                                              
|PART IV                                                  |                                                                                                              
|                                                         |                                                                                                              
|Item
    15.                                             | Exhibits and Financial Statement Schedules.                                                                  
|EXHIBIT INDEX                                            | 32                                                                                                           
|SIGNATURES                                               | 33                                                                                                           
|                                                         |                                                                                                              
|EX-31.1 (EXHIBIT 31.1)                                   |                                                                                                              
|EX-32.1 (EXHIBIT 32.1)                                   |                                                                                                              



2







During
fiscal year 2019, Daniels, as an incubator, marked several important milestones in fulfilling its Corporate Aim (Aim). That
Aim is to achieve the forward earnings momentum and critical mass necessary to achieve major stock exchange consideration for
listing. Expectations for listing acceptance are for an 18 to 24-month period, based on the development and subsequent
results of the most promising of subsidiary candidates. Management believes generic (start-up opportunity) growth to be the
catalyst in meeting the net worth and earnings requirements through employment of limited amounts of capital.



Our
corporate securities packages (including stock, warrants, rights and debt) should become more acceptable as liquid forms of finance
to broker-dealers, investment bankers, private equity firms and the retail investor as meetings and high levels of interest are
expressed by the major exchanges and potential outside board candidates are announced. This favorable visibility should take us
to the realm of long-term financing of all types, including equity. Longer term finance options should be available at rates that
are open market, very competitive and with terms that pose no threat to serious equity dilution. In the majority of cases funds
raised will be committed to activities that are expected to be anti-dilutive in nature, and we will be acquiring hard assets and
capable of generating immediate positive cash flow and earnings.



While
the above aims have been stated before, things do not happen overnight when you are trying to build out a mini-cap public company.
The options for financing at this level are limited and extremely expensive.



However,
we believe our options may have improved with the launch of our premier subsidiary, Payless Truckers, Inc., we now have a subsidiary
with two business segments each of which has significant growth potential. The “flip” segment, which buys, refurbishes,
installs location electronics, advertises and the sells the heavy-duty trucks, has generated the positive cash-flows necessary
to cover all the start-up expenses and operational overhead during 2018. Now with all that behind this segment, we expect that
with the use of floor plan financing to keep the pipeline primed with an adequate supply to accomplish a total sales goal of $100,000
per week with a positive gross profit per truck. To date, most individual sales have been profitable and we have expectations
for significant improvement through the use internally generated funds and favorable cost financing to replace our present high-cost
floor plan financing.



The
“Credit Enhancement” segment of the business rents heavy-duty trucks to independent truckers with good driving records,
hauling for major companies. The cash flow is designed to be steady and significant for the driver and ultimately, for Payless.
The trucks are acquired at auction or from wholesale buying groups and are rented on a weekly basis under a five-year contract
with options to purchase at current retail, every six months.



3







Forward
Looking Statements



The
statements contained in this report other than statements of historical fact are “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements represent the Registrant’s present expectations or beliefs concerning future
events. The Registrant cautions that such forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the Registrant to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among
other things, the uncertainty as to the Registrant’s future profitability; the uncertainty as to the demand for Registrant’s
services; increasing competition in the markets that Registrant conducts business; the Registrant’s ability to hire, train
and retain sufficient qualified personnel; the Registrant’s ability to obtain financing on acceptable terms to finance its
growth strategy; and the Registrant’s ability to develop and implement operational and financial systems to manage its growth.
These forward-looking statements speak only as of the date of this report. We assume no obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect any changes in its expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based. You should, however, review additional disclosures
we make in the reports we file with the SEC.



As
used in this annual report, the terms “we”, “us”, “our”, the “Company”, the “Registrant”,
“Daniels Corporate Advisory”, “DCAC” and “Daniels” mean Daniels Corporate Advisory Company,
Inc. unless otherwise indicated.



Item
1. Business.



Overview



Daniels
Corporate Advisory creates and implements corporate strategy alternatives for the mini-cap public or private company client. The
addition of new business opportunities and the location of professional talent for implementation is anticipated through the full-time
efforts of our senior management. These efforts are to be expanded in the United States and in foreign capitals by an expanding
advisory board and through the networks of independent consultants. Principals of the respective client company will open their
networks to augment professional access for specialties the Daniels corporate strategy consultants believe are needed in a joint-venture,
jointly-controlled undertaking created for the client’s optimum growth.



Daniels
may provide the client with multiple corporate strategies/opportunities including joint-ventures, marketing opportunity agreements
and/or potential acquisitions structured in leveraged buyout format. One or a combination of these strategies would allow the
client to enter new market niches or expand further into existing ones.



Reverse Stock Split



All common share
amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively
restated to reflect the Company’s one-for-200 reverse capital stock split effective September 27, 2019.



Recent
Business Developments



The
Company is operating through the corporate strategy segment of its business. It is attempting to build its own critical mass by
creation of start-up subsidiaries it believes have promise/potential. The stated goal is for the parent (DCAC) company to consolidate
the critical mass of the subsidiary/start-ups with that of the parent for eventually listing on a major stock exchange. We have
continued to focus our efforts on the build out of the Daniels corporate strategy model. We adjusted our strategy as it relates
to the development of subsidiary start-ups and potential acquisitions for common stock. We concentrate on identifying projects
that have the potential to produce significant earnings on the leveraged capital base of both the parent and the subsidiary/start-up
within an expedited time period.



As
a result, we formed Payless Truckers, Inc. (“Payless”), a wholly-owned subsidiary which was incorporated in the State
of Nevada, on April 11, 2018. Payless is a start-up, service company in the trucking industry. It has two business segments with
its launch and current results coming from the “flip” segment, whose principal business is to acquire class 8 heavy
duty trucks, refurbish them, add location electronics, advertise and sell to independent drivers and operators. The second segment
is the “credit rebuilding segment” where class 8 heavy duty trucks, owned by Daniels/Payless, are rented to experienced
independent drivers. These independent drivers rent for a period of up to five years, and have the option to buy the vehicle at
retail value every six months. This segment commenced operations subsequent to the close of our fiscal year. In an effort to grow
quickly and profitably, Daniels entered into an operating agreement with a senior operating management team in an effort to drive
the business and better realize its earnings and growth potential.



4







The
Payless two-segment trucking model represents a streamlined trucking service company; one Daniels believes should survive any
potential future slow-downs in the economy. The model was developed to allow for the maximum utilization of each truck. The first
phase of operations has already been implemented and has covered all the start-up costs plus its own operating expenses.



We
hope to further enhance our plan for growth beginning in our third year by forming joint-ventures and/or partnerships with truck
maintenance companies across the United States in key traffic hubs. This will potentially afford independent drivers and operators
the opportunity to be serviced by trusted maintenance facilities under our warranty program.



Business
Strategy - Current Operational Strategy & Current Client Projects:



Daniels
creates and implements corporate strategy alternatives for the mini-cap public or private company client. The addition of new
business opportunities and the location of professional talent for implementation is anticipated through the full-time efforts
of our senior management. These efforts are to be expanded in the US and in Foreign capitals by an expanding advisory board and
through the networks of independent consultants. Principals of the respective client company will open their networks to augment
professional access for specialties the Daniels corporate strategy consultants believe are needed in a joint venture, (jointly-controlled)
undertaking created for the client’s optimum growth.



Daniels
may provide the client with multiple corporate strategies /opportunities including joint-ventures, marketing opportunity agreements
and/or potential acquisitions structured in a leveraged buyout format. One or a combination of these strategies would allow the
client to enter new market niches or expand further into existing ones.



The
Goal: A major exchange listing. Senior management is estimating at least twenty-four months from commencement of a corporate
strategy assignment. Financial results, aided by all participating players, should be forthcoming and recorded in SEC filings.
At the same time, a senior management team and Board expanded with highly-credible interim (or permanent) professionals (directors)
will be organized in order to successfully navigate the listing process of a major stock exchange. While Daniels believes this
process should be successful in the above-noted time period, there is some uncertainty in the process which is dependent upon
any past issues the listing committee of a specific exchange may deem necessary to be addressed prior to uplifting. In addition,
it may take added time to find the appropriate outside directors that can not only satisfy the listing committee of the exchange
but who can also provide added networking/services to build the parent’s and subsidiary’s potential for accelerated
growth.



A
similar effort will be provided to tailor an optimum growth program for the private company client, whether it chooses to remain
private or to become a public company through alternative merger opportunities.



OPTIMUM
GROWTH STRATEGY:



Twenty-Four
Month Horizons for Daniels’ Objectives:



Daniels’
believes that the validity of its corporate strategy model will be proven further through the success of its initial subsidiary
incubation, Payless Truckers, Inc. The growing momentum of this cash flow engine should generate the interest of long-term financing
sources that will realize upfront that debt service can/ will be covered. This “collective approach” to growth should
provide several initial seed capital sources for other startup subsidiaries or the acquisition and joint-development of early
stage companies. Daniels plans to use its publicly traded common stock in a variety of securities packages, including convertible
preferred stock, to launch promising subsidiary start-ups, initially for generic sales/profits growth. Subsequent growth options
noted above will be applied as external growth becomes a secondary goal. This method of two stage (generic and then external)
growth is designed to leave existing client management with commanding equity and operating control positions. Eventually, an
optimum exit strategy will be developed for the subsidiary, one that returns a significant return on corporate (parent) capital.
The choices of optimum exit strategies could include bringing a subsidiary public, directly through a spin-off strategy, or merging
it with an exchange listed public company that requires added critical mass. This infusion of cash flow and profits will allow
expansion in one of the more profitable niches of any market designated for expansion. The same corporate strategy model can/will
be applied to any independent mini-cap public client.



5







Senior
management believes our corporate strategy business model to be scalable. Based upon the potential success of the initial corporate
strategy consulting assignments creating our uplifting to a major stock exchange, Daniels may entertain the creation of a franchising
plan for key US cities and foreign capitals or finance centers.



Sales
and Marketing



Daniels
senior management will concentrate its efforts to expand its corporate strategy and financial advisory services and related specialties
in the mini-cap segment of the private and public markets, where Daniels believes it will be effective. Marketing efforts will
increase through social and print media efforts and will be in addition to those methods already mentioned herein.



Daniels
objective is to create and help manage implementation of accelerated expansion strategies and in so doing, aid in the creation
of financing alternatives to accomplish client goals.



Competition



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 and choose only those assignments with new clients that have pressing goals to be met that offer Daniels optimum
potential for profits and growth.



The
“collective” corporate financial services, direct and referral, including merchant banking/private equity, are very
competitive and fragmented in the Company’s market niche. There are limited barriers to entry and new competitors frequently
enter the market. A significant number of our competitors possess substantially greater resources. We are and will continue to
offer equity compensation to our team of advisory board members, and independent strategy consultants in order to keep a stable,
cohesive team of professionals, which is necessary and key to the creation of operating and capital solutions in a timely fashion.



Item
1A. Risk Factors.



An
investment in our Common Stock is highly speculative, involves a high degree of risk and should be considered only by those persons
who are able to afford a loss of their entire investment. In evaluating our business, prospective investors should carefully consider
the following risk factors in addition to the other information included in this Annual Report.



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 have a 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 services 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.



6







Limited
revenues and ongoing losses.



While
Daniels is still considered a Company with limited revenues, it has formed a wholly-owned subsidiary that is estimated to change
things over the next 18 to 24 months; including booking profits with accelerating sales revenue. All the start-up costs of the
Payless Truckers, Inc. subsidiary have been absorbed in our 2018 fiscal year.



Our
business strategy is unproven and our prospects must be considered speculative.



Our
business strategy is unproven, even though our Payless Truckers, Inc. subsidiary is producing positive results with an established
momentum, 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 internally generated cash flow from Payless Truckers
and on compensation from small, consulting assignments with no guarantee of obtaining additional assignments over the next twelve
months. The other potential growth segment of our business plan, after the Payless Truckers model is proven further, is the acquisition
of marketing rights for our services through the client networks of other business services companies. This 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.



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.



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
have different disclosure requirements than other public companies as an Emerging Growth Company (EGC).



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.



7







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, including referrals for capital
referral and merchant banking services. In some situations, it may use its own funds to help in the launch of a client.



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 through 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.



Risks
associated with our inability to identify suitable acquisition or subsidiary/spin-off 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 or subsidiary/spin-offs 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.



8







Our
future financial results are uncertain, and our operating results may fluctuate, due to, among other things, consumer trends,
seasonal fluctuations and market demand.



Our
short and sporadic operating history makes it 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 mainly on the efforts and talents of our chief executive officer and director, Arthur D. Viola. The loss of his
services could have a very negative impact on our ability to fulfill our business plan. During our 2018 fiscal year and subsequently,
the Company’s senior management team has been expanded so that “continuity of management purpose” will be achieved
going forward.



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 officers 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



Arthur
D. Viola owns 100,000 shares of our super voting preferred stock entitling him to vote 66 2/3 percent of the common stock shares
in any common stock vote. This concentration of ownership could discourage or prevent a potential takeover of Daniels Corporate
Advisory that might otherwise result in our stockholders receiving a premium over the market price for their common stock.



Mr.
Viola owns 152,334 shares of our common stock as well as 100,000 shares of the Daniels Corporate Advisory Super-Voting preferred
stock which has voting rights equal to 66 2/3 percent of the votes in any Common Stock Election. Mr. Viola’s ownership and
voting rights in our common stock allows Mr. Viola to have voting control on all matters submitted to our stockholders for approval
and to be 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 our stockholders receiving a premium over the
market price for their common stock.



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.



9







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 might fail.



Our
issuance of additional common stock in exchange for services or to repay debt would dilute our stockholders’ proportionate
ownership and voting rights and could have a negative impact on the market price of our common stock.



The
stated listing requirements for the OTCBB are as follows:



| | ● | Fully
    reporting with the Securities and Exchange Commission;                                                                                               
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| | ● | Not
    a blank check or inactive company;                                                                                                                     
| |   |                                                                                                                                                                
| | ● | Minimum
    of 40 stockholders of record holding at least 100 shares each (note: this number is informal and has been moving up);                              
| |   |                                                                                                                                                                
| | ● | Directors,
    officers, and stockholders will be scrutinized for previous involvements in other OTCBB companies, in particular, blank check
    companies; and
| |   |                                                                                                                                                                
| | ● | Must
    have a market maker submit a Rule 15c211 application to FINRA and agree to act as market maker for securities of company.                             



Even
if our shares become publicly quoted, they 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 our stockholders’ 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, 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.



10







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 currently have no intention of issuing additional
shares of preferred stock. Any additional 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, 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.



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, 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 stockholders 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 several 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 if 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. Because 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.



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.



11







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.



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.



Our
stockholders may be unable to sell their common stock at or above their purchase price, which may result in substantial losses.



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 be negatively impacted
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.



12







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.



Our
management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect 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.



13







We
may need to raise additional funds in the future for our operations and if we are unable to secure such financing, we may not
be able to support our operations.



Future
events, including the problems, delays, expenses and difficulties frequently encountered by growing companies, may lead to cost
and expense increases that could make our revenues insufficient to support our operations and business plans. We may seek additional
capital, including an offering of our equity securities, an offering of debt securities or obtaining financing through a bank
or other entity. We have not established a limit as to the amount of debt we may incur nor have we adopted a ratio of our equity
to a debt allowance. If we need to obtain additional financing, there is no assurance that financing will be available from any
source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful.



We
may seek additional financing which may result in the issuance of additional shares of our common stock and/or rights to acquire
additional shares of our common stock. The issuance of our common stock in connection with such financing may result in substantial
dilution to the existing holders of our common stock who do not have anti-dilution rights. Our business, financial condition and
results of operations could suffer adverse consequences if we are unable to obtain additional capital when needed.



Our
common stock may be affected by limited trading volume and may fluctuate significantly.



The
Company filed with FINRA for a 1/200 Reverse Split. On September 27, 2019, the reverse split was approved by FINRA and made effective.
Prior to the application of the reverse split, the Company’s stock traded actively on both the OTCBB and then in the OTC
Markets. There is no guarantee that history will repeat itself, the Company’s stock may take time to rebuild an active market
after the processing of the reverse split. As a result, this could reduce our shareholders’ ability to sell our common stock
in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant
price and volume fluctuations which could reduce the market price of our common stock without regard to our operating performance.
In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy
or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.



Nevada
law and our certificate of incorporation may protect our directors from certain types of lawsuits which could result in liability
for Daniels and negatively impact our liquidity or operations.



Nevada
law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain
types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages
incurred in connection with our business to the fullest extent provided or allowed by law. These exculpation provisions may have
the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor
judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers
and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.



If
we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As
a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and
the trading price of our common stock.



We
are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission as required by Section
404(a) of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such
company’s internal controls over financial reporting in its annual report, which contains management’s assessment
of the effectiveness of the company’s internal controls over financial reporting. Since our election to be treated as an
emerging growth company we are exempt from Section 404(b) which is an independent registered public accounting firm attesting
to and reporting on management’s assessment of the effectiveness of the company’s internal controls over financial
reporting. Our management may conclude that our internal controls over our financial reporting are not effective. Moreover, even
if our management concludes that our internal controls over financial reporting are effective, our independent registered public
accounting firm may still decline to attest to our management’s assessment or may issue a report that is qualified if they
are not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it
interprets the relevant requirements differently from us.



14













Our
reporting obligations as a public company will place a significant strain on our management, operational and financial resources
and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal controls, we may
not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level. Moreover,
effective internal controls over financial reporting are necessary for us to produce reliable financial reports and are important
to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could
result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business
and negatively impact the trading price of our common stock. Furthermore, we anticipate that we will incur considerable costs
and use significant management time and other resources in an effort to comply with Section 404(a) and other requirements of the
Sarbanes-Oxley Act. As of the date of this report we do not have an estimate of the costs to the company of compliance with the
Act.



We
are preparing for compliance with Section 404(a) by strengthening, assessing and testing our system of internal controls to provide
the basis for our report. The process of strengthening our internal controls and complying with Section 404(a) is expensive and
time consuming and requires significant management attention. We cannot be certain that these measures will ensure that we will
maintain adequate controls over our financial processes and reporting in the future. Furthermore, as we rapidly grow our business,
our internal controls will become more complex and will require significantly more resources to ensure our internal controls overall
remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation,
could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material
weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements
and harm our stock price.



Item
1B. Unresolved Staff Comments.



None.



Item
2. Properties.



Daniels
Corporate Advisory’s operational headquarters are 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 chief executive officer, director, and controlling
stockholder at a monthly rate of approximately $2,100. As our business grows, we may be forced to move to other offices and pay
more 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.



Payless
Truckers’ operating facility is located at 15138 Mills Road, Gulfport, Missouri 39503. The monthly rental rate is $2,500
over a two-year term.



Item
3. Legal Proceedings.



We
are not currently a party to any material legal proceedings. Our counsel has no formal knowledge in the form of filings of any
pending or contemplated litigation, claims or assessments. With regard to matters recognized to involve an unasserted possible
claim or assessment that may call for financial statement disclosure and to which counsel has formed a professional conclusion
that the Company should disclosure or consider disclosure concerning such possible claims or assessment, as a matter of professional
responsibility to the Company, counsel will so advise and will consult with the company concerning the question of such disclosure
and the applicable requirements of Statement of Financial Accounting Standard No. 5. To date, counsel has no formal knowledge
of any unasserted possible claims.



Item
4. MINE SAFETY DISCLOSURES.



Not
applicable to the Company.



15







PART
II



Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market
Information and Holders



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. However, there can be no assurance that we will be
successful in having our shares quoted or traded on any public market.



The
table below shows the high and low sales prices for our common stock for the periods indicated.



|                                    |  | Price Ranges |       
|----------------------------------- |  | ------------ | ------
|Fiscal Year Ended November 30, 2018 |  | High         |       
|First Quarter                       |  | $            | 0.1000
|Second Quarter                      |  |              | 0.0800
|Third Quarter                       |  |              | 0.0600
|Fourth Quarter                      |  |              | 0.0200



|Fiscal Year Ended November 30, 2019 |  |   |        |  |  |  
|----------------------------------- |  | - | ------ |  |  | -
|First Quarter                       |  | $ | 0.0400 |  |  | $
|Second Quarter                      |  |   | 0.0200 |  |  |  
|Third Quarter                       |  |   | 0.0200 |  |  |  
|Fourth Quarter                      |  |   | 0.0400 |  |  |  



There
were approximately 211 holders of record of our common stock. This number does not include stockholders for whom shares were held
in “nominee” or “street name”.



Dividends



We
have never declared or paid any cash dividends on our common stock and we do not intend to pay cash dividends in the foreseeable
future. We currently expect to retain any future earnings to fund the operation and expansion of our business.



Recent
Sales of Unregistered Securities and Equity Purchases by Company



None.



Item
6. Selected Financial Data.



Not
applicable.



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



During
fiscal year 2019, Daniels, as an incubator, marked several important milestones in fulfilling its Corporate Aim (Aim). That Aim
is to achieve the forward earnings momentum and critical mass necessary to achieve major stock exchange consideration for listing.
Expectations for listing acceptance are for an 18 to 24-month period, based on the development and subsequent results of the most
promising of subsidiary candidates. Management believes generic (start-up opportunity) growth to be the catalyst in meeting the
net worth and earnings requirements through employment of limited amounts of capital.



Our
corporate securities packages (including stock, warrants, rights and debt) should become more acceptable as liquid forms of finance
to broker-dealers, investment bankers, private equity firms and the retail investor as meetings and high levels of interest are
expressed by the major exchanges and potential outside board candidates are announced. This favorable visibility should take us
to the realm of long-term financing of all types, including equity. Longer term finance options should be available at rates that
are open market, very competitive and with terms that pose no threat to serious equity dilution. In the majority of cases funds
raised will be committed to activities that are expected to be anti-dilutive in nature, and we will be acquiring hard assets and
capable of generating immediate positive cash flow and earnings.



16







While
the above aims have been stated before, things do not happen overnight when you are trying to build out a mini-cap public company.
The options for financing at this level are limited and extremely expensive.



However,
we believe our options may have improved with the launch of our premier subsidiary, Payless Truckers, Inc. We now have a subsidiary
with two business segments each of which has significant growth potential. The “flip” segment, which buys, refurbishes,
installs location electronics, advertises and the sells the heavy-duty trucks, has generated the positive cash-flows necessary
to cover all the start-up expenses and operational overhead during 2018. Now with all that behind this segment, we expect that
with the use of floor plan financing to keep the pipeline primed with an adequate supply to accomplish a total sales goal of $100,000
per week with a positive gross profit per truck. To date, most individual sales have been profitable and we have expectations
for significant improvement through the use internally generated funds and favorable cost financing to replace our present high-cost
floor plan financing.



The
“Credit Enhancement” segment of the business rents heavy-duty trucks to independent truckers with good driving records,
hauling for major companies. The cash flow is designed to be steady and significant for the driver and ultimately, for Payless.
The trucks are acquired at auction or from wholesale buying groups and are rented on a weekly basis under a five-year contract
with options to purchase at current retail, every six months.



Forward
Looking Statements



The
following discussion should be read in conjunction with our Consolidated Financial Statements and Notes thereto, included elsewhere
within this report. The Annual Report on Form 10-K contains forward-looking statements including statements using terminology
such as “can”, “may”, “believe”, “designated to”, “will”, “expect”,
“plan”, “anticipate”, “estimate”, “potential” or “continue”, or the
negative thereof or other comparable terminology regarding beliefs, plans, expectations or intentions regarding the future. You
should read statements that contain these words carefully because they:



| | ● | discuss
    our future expectations;                                                          
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               
| | ● | contain
    projections of our future results of operations or of our financial condition; and
| |   |                                                                                               
| | ● | state
    other “forward-looking” information.                                                



We
believe it is important to communicate our expectations. However, forward looking statements involve risks and uncertainties and
our actual results and the timing of certain events could differ materially from those discussed in forward-looking statements
as a result of certain factors, including those set forth under “Risk Factors,” “Business” and elsewhere
in this report. All forward-looking statements and risk factors included in this document are made as of the date hereof, based
on information available to us as of the date thereof, and we assume no obligations to update any forward-looking statement or
risk factor, unless we are required to do so by law.



Overview



Daniels
Corporate Advisory creates and implements corporate strategy alternatives for the mini-cap public or private company client. The
addition of new business opportunities and the location of professional talent for implementation is anticipated through the full-time
efforts of our senior management. These efforts are to be expanded in the United States and in foreign capitals by an expanding
advisory board and through the networks of independent consultants. Principals of the respective client company will open their
networks to augment professional access for specialties the Daniels corporate strategy consultants believe are needed in a joint-venture,
jointly-controlled undertaking created for the client’s optimum growth.



17







Daniels
may provide the client with multiple corporate strategies/opportunities including joint-ventures, marketing opportunity agreements
and/or potential acquisitions structured in leveraged buyout format. One or a combination of these strategies would allow the
client to enter new market niches or expand further into existing ones.



Reverse Stock Split



All common share
amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively
restated to reflect the Company’s one-for-200 reverse capital stock split effective September 27, 2019.



Recent
Business Developments



The
Company is operating through the corporate strategy segment of its business. It is attempting to build its own critical mass by
creation of start-up subsidiaries it believes have promise/potential. The stated goal is for the parent (DCAC) company to consolidate
the critical mass of the subsidiary/start-ups with that of the parent for eventually listing on a major stock exchange. We have
continued to focus our efforts on the build out of the Daniels corporate strategy model. We adjusted our strategy as it relates
to the development of subsidiary start-ups and potential acquisitions for common stock. We concentrate on identifying projects
that have the potential to produce significant earnings on the leveraged capital base of both the parent and the subsidiary/start-up
within an expedited time period.



As
a result, we formed Payless Truckers, Inc. (“Payless”), a wholly-owned subsidiary which was incorporated in the State
of Nevada, on April 11, 2018. Payless is a start-up, service company in the trucking industry. It has two business segments with
its launch and current results coming from the “flip” segment, whose principal business is to acquire class 8 heavy
duty trucks, refurbish them, add location electronics, advertise and sell to independent drivers and operators. The second segment
is the “credit rebuilding segment” where class 8 heavy duty trucks, owned by Daniels/Payless, are rented to experienced
independent drivers. These independent drivers rent for a period of up to five years, and have the option to buy the vehicle at
retail value every six months. This segment commenced operations subsequent to the close of our fiscal year. In an effort to grow
quickly and profitably, Daniels entered into an operating agreement with a senior operating management team in an effort to drive
the business and better realize its earnings and growth potential.



The
Payless two-segment trucking model represents a streamlined trucking service company; one Daniels believes should survive any
potential future slow-downs in the economy. The model was developed to allow for the maximum utilization of each truck. The first
phase of operations has already been implemented and has covered all the start-up costs plus its own operating expenses.



We
hope to further enhance our plan for growth beginning in our third year by forming joint-ventures and/or partnerships with truck
maintenance companies across the United States in key traffic hubs. This will potentially afford independent drivers and operators
the opportunity to be serviced by trusted maintenance facilities under our warranty program.



Business
Strategy - Current Operational Strategy & Current Client Projects:



Daniels
creates and implements corporate strategy alternatives for the mini-cap public or private company client. The addition of new
business opportunities and the location of professional talent for implementation is anticipated through the full-time efforts
of our senior management. These efforts are to be expanded in the US and in Foreign capitals by an expanding advisory board and
through the networks of independent consultants. Principals of the respective client company will open their networks to augment
professional access for specialties the Daniels corporate strategy consultants believe are needed in a joint venture, (jointly-controlled)
undertaking created for the client’s optimum growth.



Daniels
may provide the client with multiple corporate strategies /opportunities including joint-ventures, marketing opportunity agreements
and/or potential acquisitions structured in a leveraged buyout format. One or a combination of these strategies would allow the
client to enter new market niches or expand further into existing ones.



The
Goal: A major exchange listing. Senior management is estimating at least twenty-four months from commencement of a corporate
strategy assignment. Financial results, aided by all participating players, should be forthcoming and recorded in SEC filings.
At the same time, a senior management team and Board expanded with highly-credible interim (or permanent) professionals (directors)
will be organized in order to successfully navigate the listing process of a major stock exchange. While Daniels believes this
process should be successful in the above-noted time period, there is some uncertainty in the process which is dependent upon
any past issues the listing committee of a specific exchange may deem necessary to be addressed prior to uplifting. In addition,
it may take added time to find the appropriate outside directors that can not only satisfy the listing committee of the exchange
but who can also provide added networking/services to build the parent’s and subsidiary’s potential for accelerated
growth.



18







A
similar effort will be provided to tailor an optimum growth program for the private company client, whether it chooses to remain
private or to become a public company through alternative merger opportunities.



OPTIMUM
GROWTH STRATEGY:



Twenty-Four
Month Horizons for Daniels’ Objectives:



Daniels’
believes that the validity of its corporate strategy model will be proven further through the success of its initial subsidiary
incubation, Payless Truckers, Inc. The growing momentum of this cash flow engine should generate the interest of long-term financing
sources that will realize upfront that debt service can/ will be covered. This “collective approach” to growth should
provide several initial seed capital sources for other startup subsidiaries or the acquisition and joint-development of early
stage companies. Daniels plans to use its publicly traded common stock in a variety of securities packages, including convertible
preferred stock, to launch promising subsidiary start-ups, initially for generic sales/profits growth. Subsequent growth options
noted above will be applied as external growth becomes a secondary goal. This method of two stage (generic and then external)
growth is designed to leave existing client management with commanding equity and operating control positions. Eventually, an
optimum exit strategy will be developed for the subsidiary, one that returns a significant return on corporate (parent) capital.
The choices of optimum exit strategies could include bringing a subsidiary public, directly through a spin-off strategy, or merging
it with an exchange listed public company that requires added critical mass. This infusion of cash flow and profits will allow
expansion in one of the more profitable niches of any market designated for expansion. The same corporate strategy model can/will
be applied to any independent mini-cap public client.



Senior
management believes our corporate strategy business model to be scalable. Based upon the potential success of the initial corporate
strategy consulting assignments creating our uplifting to a major stock exchange, Daniels may entertain the creation of a franchising
plan for key US cities and foreign capitals or finance centers.



Sales
and Marketing



Daniels’
senior management will concentrate its efforts to expand its corporate strategy and financial advisory services and related specialties
in the mini-cap segment of the private and public markets, where Daniels believes it will be effective. Marketing efforts will
increase through social and print media efforts and will be in addition to those methods already mentioned herein.



Daniels’
objective is to create and help manage implementation of accelerated expansion strategies and in so doing, aid in the creation
of financing alternatives to accomplish client goals.



Competition



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 and choose only those assignments with new clients that have pressing goals to be met that offer Daniels optimum
potential for profits and growth.



The
“collective” corporate financial services, direct and referral, including merchant banking/private equity, are very
competitive and fragmented in the Company’s market niche. There are limited barriers to entry and new competitors frequently
enter the market. A significant number of our competitors possess substantially greater resources. We will continue to offer equity
compensation to our team in order to keep a stable, cohesive team of professionals, which is necessary and key to the creation
of operating and capital solutions in a timely fashion.



19







General



Our
discussion and analysis of our financial condition and results of operations is based on our financial statements, Actual results
may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies
affect our most significant judgments and estimates used in preparation of our financial statements. which have been prepared
in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We base our estimates
on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources.



Critical
Accounting Policies



Financial
Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies
used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition
and results of operations and we view certain of these policies as critical. Policies determined to be critical are those policies
that have the most significant impact on our consolidated financial statements and require management to use a greater degree
of judgment and estimates. Actual results may differ from those estimates.



We
believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies
would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented
in this report.



The
accounting policies identified as critical are as follows:



Revenue
and Cost Recognition



We
recognize revenue when we satisfy performance obligations by the transfer of control of products or services to our customers,
in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize
revenue from class 8 heavy duty truck sales to customers when we satisfy our performance obligation, at a point in time, when
title to the truck is transferred to the customer. Delivery or shipping charges billed to customers, if applicable, are included
in product sales and the related shipping costs are included in cost of goods sold.



Fair
Value of Assets



The
Company has adopted the standard FASB Accounting Standards Codification (ASC 820) “Fair Value Measurements and Disclosures”
which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date ASC 820 also establishes a fair value hierarchy that distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2)
an entity’s own assumptions about market participant assumptions developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are described below:



| | ● | Level
    1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted
    assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Level
    2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly
    or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or
    similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the
    asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market
    data by correlation or other means.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Level
    3—Inputs that are both significant to the fair value measurement and unobservable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



20







The
respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term
nature of these instruments. These financial instruments include investments in available-for-sale securities and accounts payable
and accrued expenses. The Company has also applied ASC 820 for all non-financial assets and liabilities measured at fair value
on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on
the Company’s financial statements.



Use
of Estimates



In
preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management
is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period.
Actual results could differ from those estimates.



Liquidity
and Capital Resources



As
of November 30, 2019, we had $75,914 in cash and cash equivalents and a working capital deficit of $3,772,945.



During
the year ended November 30, 2019, net cash provided by operating activities was $154,943 compared to net cash used of $494,001
in 2018. The increase in net cash used in operating activities is primarily attributable to a full fiscal year of operating results
from our Payless Truckers, Inc. subsidiary. It recorded sales of $3,836,820 and realized a gross margin of $363,001
during the year.



Net
cash used in investing activities was $248,525 for the year ended November 30, 2019, as compared to $42,500 in 2018. The increase
is directly attributable to the purchases of a trucks utilized in our credit rebuilding business.



Net
cash provided by financing activities was $112,500 for the year ended November 30, 2019, as compared to net cash provided of $593,500
in 2018. The decrease in net cash provided by financing activities is directly related to fewer proceeds received from the issuance
of convertible promissory notes and related party loans. During the year ended November 30, 2019, we received proceeds of $115,000
from the issuance of convertible debt to fund operations. This compares to proceeds of $386,000 received from the issuance of
convertible debt and $207,500 in loans from related parties received during the year ended November 30, 2018.



Our
primary source of liquidity has been proceeds received from the issuance of convertible debt and loans from related parties. Since
the creation of our subsidiary, Payless Truckers, Inc., cash flow from the “flip” business of the truck service company
has sustained the consolidated group



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 operations for the immediate future. Management estimates that it will
need up to $2 million to fund its PayLess Truckers subsidiary. It is possible that we can still achieve our objectives by use
of asset-based lending whereby we can leverage our truck purchases. However, because of the start-up nature of the subsidiary
this financing may be harder to achieve than normal. Even if limited funds are raised, PayLess will still be able to register
profits from its “flip” program while cost-effective funding for the “credit enhancement” program can
be arranged. The Company does have funding available under a commitment letter but these funds are very expensive; management
is trying to avoid their use.



21







It
is the Company’s intention to concentrate its efforts on the build-out of its PayLess Truckers, Inc. subsidiary. Once solidly
on its growth path, meeting projections and generating positive operating cash flows, additional subsidiary/start-up businesses
will be entertained be the parent company.



Senior
Management believes it will have sufficient cash flows to continue in business for the foreseeable future. While legal and accounting
expenses are significant for a reporting company, we will cover them out of operating cash flows.



Comparison
of the Year Ended November 30, 2019 to the Year Ended November 30, 2018 Revenues



Sales



Sales
for the year ended November 30, 2019 totaled $3,836,820, compared to sales totaling $2,053,655 for the year ended November
30, 2018. Sales increased due to the inclusion of a full year of operating results from our Payless subsidiary, compared to only
nine months of operating results from Payless in 2018. Payless’s principal business is to acquire, refurbish, add location
electronics, advertise and sell or lease commercial vehicles to drivers and transportation focused customers.



Gross
margin



Gross
margin is calculated by subtracting cost of goods sold from sales. Gross margin percentage is calculated by dividing gross margins
by revenue. Current gross margins percentages may not be indicative of future gross margin performance.



Gross
margin for the year ended November 30, 2019 and 2018 were $363,001 and $162,100, respectively. Gross margin percentage
for the year ended November 30, 2019 and 2018 were 9.5% and 7.9%, respectively. The increase in gross margin and gross
margin percentage for the current year period is directly attributable to the operations of Payless as described above.



Operating
Expenses



Operating
expenses for the year ended November 30, 2019 totaled $681,028, compared to operating expenses of $221,707 for the year ended
November 30, 2018. The increase of $459,321 in operating expenses is directly due to the inclusion of a full year of operating
results from our Payless subsidiary as described above. These operating expenses are comprised principally of compensation, facilities
costs and outsourced services. In addition, we increased our use of consulting and professional services during the year ended
November 30, 2019 as compared to the prior year



Other
Income and Expenses



Net
other expenses for the year ended November 30, 2019 totaled $1,289,402, compared to $812,008 in net other expense for the year
ended November 30, 2018. The increase of $477,394 is primarily due to in the loss from the change in fair value of derivative
liabilities incurred in connection with the issuance of convertible promissory notes, offset in part by an increase in interest
expense related to our promissory notes and related party loans.



We
recorded interest expense of $570,391 and derivative expense of $254,678 on our convertible promissory notes for the year ended
November 30, 2019, compared to interest expense of $291,821 and derivative expense of $731,510 for the year ended November 30,
2018. The increase in interest expense is directly attributable to the amortization of loan discounts.



Additionally,
we recorded a loss of $464,333 resulting from the change in fair market value of derivative instruments during the year ended
November 30, 2019, compared to a gain of $162,093 resulting from the change in fair market value of derivative instruments during
the year ended November 30, 2018.



22







Lastly,
we recognized $49,230 as other income from the reduction of accrued cost estimates to bring the Company current with its financial
reporting responsibilities during the year ended November 30, 2018. We did not recognize any similar benefit during the year ended
November 30, 2019.



Net
Income



The
Company incurred a net loss for the year ended November 30, 2019 of $1,607,429, compared to a net loss of $871,615 for
the year ended November 30, 2018.



Off-Balance
Sheet Arrangements



None.



Inflation



We
believe that inflation has not had a material impact on our results of operations for the two years ended November 30, 2019 and
2018, and since inflation rates have generally remained at relatively low levels our operations are not otherwise uniquely affected
by inflation concerns.



Going
Concern



The
accompanying audited condensed consolidated financial statements included in this filing have been prepared in conformity with
generally accepted accounting principles that contemplate our continuance as a going concern. Our auditors, in their report dated
March 16, 2020, have expressed substantial doubt about our ability to continue as going concern. Our cash position may be inadequate
to pay all of the costs associated with the testing, production and marketing of our products. Management intends to use borrowings
and the sale of equity or convertible debt to mitigate the effects of its cash position, however no assurance can be given that
debt or equity financing, if and when required will be available. The accompanying audited consolidated financial statements do
not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities
that might be necessary should we be unable to continue existence.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk.



We
are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information
required under this item.



Item
8. Financial Statements and Supplementary Data.



The
financial statements and notes thereto and supplementary data required by this Item are presented beginning on page F-1 of this
annual report on Form 10-K.



Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item
9A. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act that are designed
to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures as of November 30, 2019. Based on the evaluation of these disclosure controls and procedures,
and in light of the material weaknesses found in our internal controls, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective.



23







Management
Report on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision
of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting as of November 30, 2019 using the criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our
assessment of the effectiveness of internal control over financial reporting as of November 30, 2019, we determined that certain
control deficiencies existed that constituted material weaknesses, as described below:



| | ● | limited
    documented policies and procedures.                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                   
| | ● | we
    have no audit committee.                                                                                                   
| |   |                                                                                                                                   
| | ● | there
    is a risk of management override given that our officers have a high degree of involvement in our day to day operations.
| |   |                                                                                                                                   
| | ● | limited
    separation of duties, which includes monitoring controls, between the members of management.                          



Management
is currently evaluating what steps can be taken in order to address these material weaknesses.



Accordingly,
we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or
interim financial statements will not be prevented or detected on a timely basis by our internal controls.



As
a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control
over financial reporting as of November 30, 2019 based on criteria established in Internal Control—Integrated Framework
issued by COSO.



Thayer
O’Neal Company, LLC, an independent registered public accounting firm, was not required to and has not issued a report concerning
the effectiveness of our internal control over financial reporting as of November 30, 2019.



Changes
in Internal Control over Financial Reporting



There
was no change in internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
during our fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.



Item
9B. Other Information.



None.



24







PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



Executive
Officers



Our
executive officers are elected by the Board of Directors and serve at the discretion of the Board. Our executive officers are
as follows:



|Name                |  | Age |  | Position                               
|------------------- |  | --- |  | ---------------------------------------
|Arthur
    D. Viola |  | 73  |  | President
    and Chairman of the Board
|Nicholas
    Viola  |  | 71  |  | Chief
    Executive Officer            
|Keith
    L. Voigts |  | 75  |  | Chief
    Financial Officer            



Biographical
information for our executive officers and senior management is set forth below:



Arthur
D. Viola has been our board chairman and president September, 2002. In 1981, Mr. Arthur Viola founded The Viola Group, Inc.,
a New York based public company which acquired, and managed private companies. In 2000, Mr. Arthur Viola engineered the merger
of The Viola Group with an Internet company at the height of the Internet craze. Stockholders made a 900% return on invested capital.
From 1990 to the present, Mr. Arthur 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. Arthur
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. Arthur
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).



Nicholas
Viola was appointed as our chief executive officer on April 1, 2019. Mr. Nicholas Viola was a key technology professional
who spent his entire career in analytics for an Electric Testing Laboratory. He provided the mathematical analysis necessary to
evaluate operating models of major National Brands in Heating & Refrigeration. Since retiring, and after many years of following
and analyzing mini/micro company investments in the stock market, he is now a professional investor, and continues to use his
analytical insights in the review of a candidate’s financial strength and recommendations for action. Prior to his appointment,
Mr. Nicholas Viola provided administrative and analytical support to Daniels. Mr. Nicholas Viola is the brother of Arthur Viola,
now President of Daniels.



Keith
L. Voigts was appointed as our chief financial officer on April 15, 2019. Prior to his appointment, Mr. Voigts was, and remains,
chief financial officer of our wholly-owned subsidiary, Payless Truckers, Inc. He has served Payless in this capacity since April
1, 2018. Mr. Voigts is a seasoned financial officer/executive of private and public entities and a retired partner of KPMG International.
Throughout his career, he contributed to fast-growing companies by creating building blocks for hyper-growth. Mr. Voigts has demonstrated
people/interactive skills at the highest levels of corporate America and with financial service providers. Mr. Voigts is highly-experienced
in SEC reporting, budgeting and planning, both short and long-term. Mr. Voigts received a degree in Accounting from the University
of Iowa and completed subsequent programs at both Harvard and Stanford. He is a certified public accountant (retired).



David
Paysse was appointed as the chief operations officer and vice president of Payless Truckers, Inc. on October 1, 2018. He possesses
operational and senior executive management experience in the transportation industry through his 22 years as a profitable wholesaler
/ maintenance provider for top brand heavy duty trucks all over North America. Mr. Paysse has a history of successful business
ventures. He is proficient in areas of current-management, turnaround and creation of new concept social media marketing. The
“rent to own” segment of Payless Truckers, Inc. will benefit from Mr. Paysse’s participation. Credit programs
for all credit types will be offered as well as nationwide motor, trans and rear end warranties that are free for our independent
driver/clients. Mr. Paysse will be running the daily operations of Payless Truckers with senior oversight advisory management
from Arthur Viola.



Thomas
Normand was appointed president and chief executive officer of Payless Truckers, Inc. on September 1, 2018 and commissioned
to build a sales force. He has transformed the sales and leasing model making it simpler and more cost effective to service customers
through an expanded, nationwide warranty coverage, initially at hub centers. Thomas headed a team that delivered over 40 trucks
per month on a consecutive basis at a wholesale dealership. He is an expert in negotiating and locking down the customer commitment.
Thomas possesses top management skills in the management of technicians as well as sales professionals. He has managed sales specialties
include selling cash trucks, rental, leasing, service. His technical expertise management includes oversight on hand-picked specialists
with extensive experience in heavy haul extendable hydraulic trailers, flat bed, drop, step decks, dry 53’, refrigerated
53’ trailer trailers. His team is expert in oil field trucks / equipment, long haul sleeper trucks, heavy construction /
multi axle dump trucks and in exporting of large numbers of trucks to developing nations.



25







Ralph
Cox joined Payless Truckers, Inc. on November 1, 2018. The proven and efficient management strategy he developed over 25 years
as a general operations manager will now be applied to cash management for the Company. Mr. Cox is a former base operations manager
for Ford Motor Credit Corporation. Running a regional finance center, he was a leader in the success of the company in the late
90’s. He worked at a similar level of responsibility for Fortune 500 Companies including Robinson/Mays and Alliance One,
a subsidiary of P & G as a senior debt manager for their call center. Mr. Cox is a published writer for an international trading
company. He wrote monthly articles in business finance, building credit and capital. He has an MBA in Accounting & Finance
from Pasadena City College, Pasadena CA. and is a Certified FDCPA & collections manager with experience and mastery of both
large and small established businesses and startup companies.



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 Keith L. Voigts is a financial expert as defined by Section 407 of The Sarbanes-Oxley Act
of 2002. However, Mr. Voigts 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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 owns and operates. These persons
may continue to form, hold an ownership interest in and/or manage additional other businesses upon the following events/actions
occurring prior: (a) Daniels (the “Parent”) having achieved a collective earnings cushion sufficient to meet earnings
and net worth for major exchange listing requirements, including excess working capital / earnings for the pay down of subsidiary
debt even if un-affiliated transaction(s) requiring cash from a subsidiary prior to spin-off or alternate IPO create loses; (b)
Daniels (collectively with consolidated subsidiaries) has been approved for listing by the listing committee of a major stock
exchange; then and only then may an affiliate compete with Daniels Corporate Advisory with respect to operations, including financing
and marketing, management time and services and potential customers. Post-exchange listing for Daniels (Parent) and upon completion
of a spin-off or alternate IPO transaction approved by Daniels (Parent) for a specific subsidiary interested in other affiliations,
that particular Daniels Corporate Advisory affiliate will in no way be prohibited from undertaking such activities, and neither
Daniels Corporate Advisory nor its stockholders will have any right to require participation in such other activities.



26







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.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered
class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership. These reporting
persons are required by SEC regulations to furnish us with copies of all such reports they file. To our knowledge, based solely
on our review of the copies of such reports furnished to us and written representations from certain insiders that no other reports
were required, we believe there were no applicable reporting persons based on all applicable Section 16(a) filing requirements
with respect to transactions during the fiscal years ended November 30, 2019 and November 30, 2018.



27







Item
11. Executive Compensation.



Executive
Officer Compensation



At
present Daniels Corporate Advisory has three executive officers. 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.



Summary
Compensation Table



The
following table sets forth, for the last two 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 2019 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 2019 and 2018.



We
currently have three executive officers. 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             |  |      | 2019 |  |            |  | 175,000 |           |  |  | -0-              |  |  |                   | -0- |  |                                            |  | -0- |                                        |  |  | -0-                        |  |  |            | -0-
|Arthur D. Viola             |  |      | 2018 |  |            |  | 100,000 |           |  |  | -0-              |  |  |                   | -0- |  |                                            |  | -0- |                                        |  |  | -0-                        |  |  |            | -0-



28







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, 2019 and November 30, 2018:



|                |  | Option Awards                                                       |     |  | Stock Awards                                                          | 
|--------------- |  | ------------------------------------------------------------------- | --- |  | --------------------------------------------------------------------- | 
|Name            |  | Number of Securities Underlying Unexercised Options (#) Exercisable |     |  | Number of Securities Underlying Unexercised Options (#) Unexercisable | 
|A. D. Viola (1) |  |                                                                     | -0- |  |                                                                       | 
|A. D. Viola (1) |  |                                                                     | -0- |  |                                                                       | 



(1)
Daniels Corporate Advisory president.



Employment
Agreements



As
of the date of this report, Daniels Corporate Advisory has employment agreements in place with senior management of both Daniels
and its wholly-owned subsidiary, Payless Truckers, Inc.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



The
following table sets forth, as of November 30, 2019, the number and percentage of outstanding shares of our common stock beneficially
owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
(b) each of our directors; (c) the Named Executive Officers; and (d) all current directors and executive officers, as a group.
As of March 13, 2020 there were 27,296,452 shares of common stock issued and outstanding.



Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such
person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following
table does not necessarily reflect the person’s actual voting power at any particular date.



29









To our knowledge, except
as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.



Beneficial Ownership Table



|                                         |  | Common Stock  Beneficially Owned |         |  | Preferred Stock  Beneficially Owned | 
|---------------------------------------- |  | -------------------------------- | ------- |  | ----------------------------------- | 
|Name and Address of Beneficial Owner (1) |  | Number                           |         |  | Percent                             | 
|Arthur D. Viola                          |  |                                  | 152,334 |  |                                     | 
|Nicholas D. Viola                        |  |                                  | 730,000 |  |                                     | 
|All directors and officers as a group    |  |                                  | 882,334 |  |                                     | 



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.



Beneficial ownership is
determined in accordance with the rules of the SEC. As of November 30, 2019, there were 25,546,452 shares of our common stock issued
and outstanding.



The 100,000 shares of our
super voting preferred stock, as amended, owned by Arthur D. Viola gives him the power to vote 66 and 2/3 percent shares of the
share vote necessary for any issue requiring a common stock vote.



The voting rights of our
common stock contained in our preferred stock along with the 152,334 common shares will provide Mr. Viola with voting rights equal
to 66 2/3 votes of all votes in any common stock vote. 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.



Item 13. Certain Relationships and Related
Transactions, and Director Independence.



Transactions with Related Persons



The Audit Committee (entire
board) of our Board is responsible for oversight and review of any related person transactions. We have no related person transactions
that require disclosure under this section.



Director Independence



The Board has determined
that Mr. Viola is independent (or similarly designated) based on the Board’s application of the standards and rules and regulations
promulgated by the SEC or the Internal Revenue Service, as appropriate.



Item 14. Principal Accountant Fees and Services.



The following table presents
the estimated aggregate fees billed by Thayer O’Neal Company, PLLC for services performed during our last two fiscal years.





|                   |  | Years Ended  |       
|------------------ |  | ------------ | ------
|                   |  | December 31, |       
|                   |  | 2019         |       
|Audit fees (1)     |  | $            | 72,333
|Tax fees (2)       |  |              | —     
|All other fees (3) |  |              | —     
|                   |  |              |       
|                   |  | $            | 72,333





| | (1) | Audit fees include professional services rendered for (i) the audit of our annual financial statements for the fiscal years ended November 30, 2019 and 2018, (ii) the reviews of the financial statements included in our quarterly reports on Form 10-Q for such years and (iii) the issuance of consents and other matters relating to registration statements filed by us.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                               
| | (2) | There were no tax fees billed in these two periods.                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                               
| | (3) | Other fees include professional services for review of various filings and issuance of consents.                                                                                                                                                                                                                                                                              



30







PART IV



Item 15. Exhibits and Financial Statement Schedules.



|(a) | 1. | Financial Statements
|--- | -- | --------------------



INDEX TO FINANCIAL STATEMENTS



Audited Financial Statements for years ended
November 30, 2019 and November 30, 2018



|Report of Independent Registered Public Accounting Firm                                                   | F-1
|--------------------------------------------------------------------------------------------------------- | ---
|Balance Sheets as of November 30, 2019 and November 30, 2018                                              | F-2
|Operations and Comprehensive Loss for the Years Ended November 30, 2019 and November 30, 2018.            | F-3
|Statement of Changes in Stockholders Deficit for the Years Ended November 30, 2019 and November 30, 2018. | F-4
|Statements of Cash Flows for the Years Ended November 30, 2019 and November 30, 2018.                     | F-5
|Notes to Financial Statements                                                                             | F-6



31







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





The
Board of Directors and Stockholders

Daniels
Corporate Advisory Company, Inc



Opinion
on the Financial Statements



We
have audited the accompanying consolidated balance sheets of Daniels Corporate Advisory Company, Inc (“the Company”),
as of November 30, 2019 and 2018, and the related statements of operations and comprehensive loss, changes in stockholders’
deficit and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of November 30, 2019 and 2018, and the consolidated results of its operations and its cash flows for each of the two
years in the period ended November 30, 2019, in conformity with U.S generally accepted accounting principles.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.



Emphasis
of a Matter



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described
in Note 4 to the financial statements, the Company has suffered recurring losses from operations and working capital deficit that
raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are
also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty



/S/
Thayer O’Neal Company, LLC



Thayer
O’Neal Company, LLC

We
have served as the Company’s auditor since 2018

Sugar
Land,Texas

March
16, 2020



F-1







Daniels Corporate Advisory Company, Inc.

Consolidated Balance Sheets



|                                                                                                                                                                        |  | November 30, |             |   | November 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | - | ------------ | -
|                                                                                                                                                                        |  | 2019         |             |   | 2018         |  
|                                                                                                                                                                        |  |              |             |   |              |  
|ASSETS                                                                                                                                                                  |  |              |             |   |              |  
|Current assets:                                                                                                                                                         |  |              |             |   |              |  
|Cash and cash equivalents                                                                                                                                               |  | $            | 75,914      |   |              | $
|Accounts receivable                                                                                                                                                     |  |              | 30          |   |              |  
|Inventory                                                                                                                                                               |  |              | 504,135     |   |              |  
|Prepaid expenses and other current assets                                                                                                                               |  |              | 15,187      |   |              |  
|Right of use assets                                                                                                                                                     |  |              | 49,212      |   |              |  
|Total current assets                                                                                                                                                    |  |              | 644,478     |   |              |  
|Property and equipment, net                                                                                                                                             |  |              | 257,431     |   |              |  
|Total assets                                                                                                                                                            |  | $            | 901,909     |   |              | $
|                                                                                                                                                                        |  |              |             |   |              |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                   |  |              |             |   |              |  
|Current liabilities:                                                                                                                                                    |  |              |             |   |              |  
|Accounts payable and accrued liabilities                                                                                                                                |  | $            | 1,079,884   |   |              | $
|Notes payable, related party                                                                                                                                            |  |              | 685,000     |   |              |  
|Notes payable, net of loan discounts                                                                                                                                    |  |              | 709,313     |   |              |  
|Derivative liabilities                                                                                                                                                  |  |              | 1,650,520   |   |              |  
|Lease liabilities                                                                                                                                                       |  |              | 50,000      |   |              |  
|Related party payables                                                                                                                                                  |  |              | 242,706     |   |              |  
|Total current liabilities                                                                                                                                               |  |              | 4,417,423   |   |              |  
|Total liabilities                                                                                                                                                       |  |              | 4,417,423   |   |              |  
|                                                                                                                                                                        |  |              |             |   |              |  
|Commitments and contingencies                                                                                                                                           |  |              | -           |   |              |  
|                                                                                                                                                                        |  |              |             |   |              |  
|Stockholders’ Deficit:                                                                                                                                                  |  |              |             |   |              |  
|Preferred stock, $0.001 par value. 100,000 shares authorized; 100,000 shares issued and outstanding as of November 30, 2019 and 2018, respectively                      |  |              | 100         |   |              |  
|Common stock, $0.001 par value. 6,000,000,000 shares authorized; 25,546,452 and 21,127,402 shares issued and outstanding as of November 30, 2019 and 2018, respectively |  |              | 25,546      |   |              |  
|Additional paid-in capital                                                                                                                                              |  |              | 7,171,768   |   |              |  
|Accumulated deficit                                                                                                                                                     |  |              | (10,648,579 | ) |              |  
|Accumulated other comprehensive loss                                                                                                                                    |  |              | (64,349     | ) |              |  
|Total stockholders’ deficit                                                                                                                                             |  |              | (3,515,514  | ) |              |  
|Total liabilities and stockholders’ deficit                                                                                                                             |  | $            | 901,909     |   |              | $



The accompanying notes are an integral part
of these financial statements.



F-2







Daniels Corporate Advisory Company, Inc.

Consolidated Statements of Operations and
Comprehensive Loss





|                                                      |  | Year Ended November 30, |            |   | Year Ended November 30, |  
|----------------------------------------------------- |  | ----------------------- | ---------- | - | ----------------------- | -
|                                                      |  | 2019                    |            |   | 2018                    |  
|                                                      |  |                         |            |   |                         |  
|Sales                                                 |  | $                       | 3,836,820  |   |                         | $
|Cost of goods sold                                    |  |                         | 3,473,819  |   |                         |  
|Gross margin                                          |  |                         | 363,001    |   |                         |  
|Selling, general and administrative expenses          |  |                         | 681,028    |   |                         |  
|Loss from operations                                  |  |                         | (318,027   | ) |                         |  
|Other income (expense)                                |  |                         |            |   |                         |  
|Derivative expense                                    |  |                         | (254,678   | ) |                         |  
|Gain (loss) on change in derivative liabilities       |  |                         | (464,333   | ) |                         |  
|Interest income (expense), net                        |  |                         | (570,391   | ) |                         |  
|Other income (expense), net                           |  |                         | -          |   |                         |  
|Total other income (expense)                          |  |                         | (1,289,402 | ) |                         |  
|Loss before income taxes                              |  |                         | (1,607,429 | ) |                         |  
|Provision for income taxes (benefit)                  |  |                         | -          |   |                         |  
|Net loss                                              |  | $                       | (1,607,429 | ) |                         | $
|                                                      |  |                         |            |   |                         |  
|Basic and diluted earnings (loss) per common share    |  | $                       | (0.07      | ) |                         | $
|                                                      |  |                         |            |   |                         |  
|Weighted-average number of common shares outstanding: |  |                         |            |   |                         |  
|Basic and diluted                                     |  |                         | 23,292,729 |   |                         |  
|                                                      |  |                         |            |   |                         |  
|Comprehensive loss:                                   |  |                         |            |   |                         |  
|Net income (loss)                                     |  | $                       | (1,607,429 | ) |                         | $
|Comprehensive income (loss)                           |  | $                       | (1,607,429 | ) |                         | $





The accompanying
notes are an integral part of these financial statements.



F-3







Daniels Corporate Advisory Company, Inc.

Consolidated Statement of Changes
in Stockholders’ Deficit

For the years Ended November 30, 2019 and
2018



|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           | Accumulated |  |   |             |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- |  | ---------------- | - | --- | ------- |  |  | ---------- |  |  | ------------- | ------ |  | ------------- | - | --------- | ----------- |  | - | ----------- | -
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  | Additional    |        |  |               |   |           | Other       |  |   | Total       |  
|                                                                                                           |  | Preferred
    Stock |         |  | Common
    Stock |   |     | Paid-in |  |  | Retained   |  |  | Comprehensive |        |  | Stockholders’ |  
|                                                                                                           |  | Shares              |         |  | Value            |   |     | Shares  |  |  | Value      |  |  | Capital       |        |  | Earnings      |   |           | Income      |  |   | Equity      |  
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Balance,
    November 30, 2017                                                                             |  |                     | 100,000 |  |                  | $ | 100 |         |  |  | 17,566,383 |  |  | $             | 17,566 |  |               | $ | 6,668,173 |             |  | $ | (8,169,535  | )
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Net
    income (loss)                                                                                      |  |                     | -       |  |                  |   | -   |         |  |  | -          |  |  |               | -      |  |               |   | -         |             |  |   | (871,615    | )
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Issuance
    of common stock purchase warrants in connection with the issuance of convertible debenture(s) |  |                     | -       |  |                  |   | -   |         |  |  | -          |  |  |               | -      |  |               |   | 320,000   |             |  |   | -           |  
|Conversion
    of convertible debentures and accrued interest into common stock                            |  |                     |         |  |                  |   | -   |         |  |  | 3,561,019  |  |  |               | 3,561  |  |               |   | 14,244    |             |  |   | -           |  
|Recognition
    of beneficial conversion features related to convertible debentures                        |  |                     | -       |  |                  |   | -   |         |  |  | -          |  |  |               | -      |  |               |   | 30,000    |             |  |   | -           |  
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Balance,
    November 30, 2018                                                                             |  |                     | 100,000 |  |                  | $ | 100 |         |  |  | 21,127,402 |  |  | $             | 21,127 |  |               | $ | 7,032,417 |             |  | $ | (9,041,150  | )
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Net
    income (loss)                                                                                      |  |                     | -       |  |                  |   | -   |         |  |  | -          |  |  |               | -      |  |               |   | -         |             |  |   | (1,607,429  | )
|Issuance
    of common stock in lieu of cash for accounts payable and other accrued obligations            |  |                     | -       |  |                  |   | -   |         |  |  | 1,151,150  |  |  |               | 1,151  |  |               |   | 40,258    |             |  |   | -           |  
|Conversion
    of convertible debentures and accrued interest into common stock                            |  |                     | -       |  |                  |   | -   |         |  |  | 3,267,900  |  |  |               | 3,268  |  |               |   | 10,426    |             |  |   | -           |  
|Recognition
    of beneficial conversion features related to convertible debentures                        |  |                     | -       |  |                  |   | -   |         |  |  | -          |  |  |               | -      |  |               |   | 88,667    |             |  |   | -           |  
|                                                                                                           |  |                     |         |  |                  |   |     |         |  |  |            |  |  |               |        |  |               |   |           |             |  |   |             |  
|Balance,
    November 30, 2019                                                                             |  |                     | 100,000 |  |                  | $ | 100 |         |  |  | 25,546,452 |  |  | $             | 25,546 |  |               | $ | 7,171,768 |             |  | $ | (10,648,579 | )



The accompanying notes are an integral part
of these financial statements.



F-4







Daniels Corporate Advisory Company, Inc.

Consolidated Statements of Cash Flows





|                                                                                            |  | Year Ended November 30, |            |   | Year Ended November 30, |  
|------------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ----------------------- | -
|                                                                                            |  | 2019                    |            |   | 2018                    |  
|Cash flows from operating activities of continuing operations:                              |  |                         |            |   |                         |  
|Net loss                                                                                    |  | $                       | (1,607,429 | ) |                         | $
|Adjustments to reconcile net loss to cash used in operating activities:                     |  |                         |            |   |                         |  
|Depreciation and amortization                                                               |  |                         | 33,594     |   |                         |  
|Amortization of debt discount                                                               |  |                         | 368,125    |   |                         |  
|Derivative expense                                                                          |  |                         | 254,678    |   |                         |  
|Gain (loss) on change in derivative liabilities                                             |  |                         | 464,333    |   |                         |  
|Changes in operating assets and liabilities:                                                |  |                         |            |   |                         |  
|Accounts receivable                                                                         |  |                         | 77,607     |   |                         |  
|Inventory                                                                                   |  |                         | (307,471   | ) |                         |  
|Prepaid expenses and other current assets                                                   |  |                         | 184,785    |   |                         |  
|Right of use assets and lease liabilities                                                   |  |                         | 788        |   |                         |  
|Accounts payable and accrued liabilities                                                    |  |                         | 660,927    |   |                         |  
|Related party payables                                                                      |  |                         | 25,006     |   |                         |  
|Net cash provided by (used in) operating activities                                         |  |                         | 154,943    |   |                         |  
|                                                                                            |  |                         |            |   |                         |  
|Cash flows from investing activities:                                                       |  |                         |            |   |                         |  
|Purchase of fixed assets                                                                    |  |                         | (248,525   | ) |                         |  
|Net cash used in financing activities                                                       |  |                         | (248,525   | ) |                         |  
|                                                                                            |  |                         |            |   |                         |  
|Cash flows from financing activities:                                                       |  |                         |            |   |                         |  
|Proceeds from issuance of convertible debentures                                            |  |                         | 115,000    |   |                         |  
|Proceeds from related party payables                                                        |  |                         | -          |   |                         |  
|Repayments of convertible debentures                                                        |  |                         | (2,500     | ) |                         |  
|Net cash provided by financing activities                                                   |  |                         | 112,500    |   |                         |  
|                                                                                            |  |                         |            |   |                         |  
|Net increase in cash and cash equivalents                                                   |  |                         | 18,918     |   |                         |  
|Cash and cash equivalents at beginning of year                                              |  |                         | 56,996     |   |                         |  
|Cash and cash equivalents at end of year                                                    |  | $                       | 75,914     |   |                         | $
|                                                                                            |  |                         |            |   |                         |  
|Supplemental disclosure of cash flow information:                                           |  |                         |            |   |                         |  
|Cash paid for interest                                                                      |  | $                       | -          |   |                         | $
|Cash paid for income taxes                                                                  |  | $                       | -          |   |                         | $
|                                                                                            |  |                         |            |   |                         |  
|Supplemental disclosure of non-cash investing and financing activities:                     |  |                         |            |   |                         |  
|Common stock issued to reduce accounts payable and other accrued obligations                |  | $                       | 41,409     |   |                         | $
|Conversion of convertible debentures and accrued interest into common stock                 |  | $                       | 13,694     |   |                         | $
|Discount for issuance costs and/or beneficial conversion features on convertible debentures |  | $                       | 88,667     |   |                         | $





The accompanying notes are an integral part
of these financial statements.



F-5







DANIELS CORPORATE ADVISORY COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS AS OF NOVEMBER
30, 2019 AND NOVEMBER 30, 2018



NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION



Daniels Corporate Advisory
Company, Inc. (“Daniels” or the Company) was incorporated in the State of Nevada on May 2, 2002. The Company creates
and implements corporate strategy alternatives for mini-cap public and private companies.



The Company formed Payless
Truckers, Inc. (“Payless”), a wholly-owned subsidiary which was incorporated in the State of Nevada, on April 11, 2018.
Payless is a start-up trucking company whose principal business is to acquire, refurbish, add location electronics, advertise and
sell or lease commercial vehicles to drivers and transportation focused customers.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of Presentation



We have prepared the accompanying
consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”)
and in accordance with generally accepted accounting principles in the United States of America. We believe these consolidated
financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation
of our consolidated financial position and consolidated results of operations for the periods presented.



Use of Estimates



The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



F-6







Risk and Uncertainties



Our future results of operations
and financial condition will be impacted by the following factors, among others: our lack of capital resources, dependence on third-party
management to operate the companies in which we invest and dependence on the successful development and marketing of any new products
in new and existing markets. Generally, we are unable to predict the future status of these areas of risk and uncertainty. However,
negative trends or conditions in these areas could have an adverse effect on our business.



Cash and Cash Equivalents



The Company considers all
highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains
its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit
Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes
the Company is not exposed to any significant credit risk on its cash and cash equivalents.



Accounts Receivable



Accounts receivable are
customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance
for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount
of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each
customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses
in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments,
a specific allowance will be required.



Recovery of bad debt amounts
previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s
actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have
failed, the receivable is written off against the allowance.



Inventory



Inventory consists of well-maintained,
class 8 heavy duty trucks primarily acquired at auction. Inventory is valued at the lower of cost (first in, first out) or market
value. An allowance for potential non-saleable inventory due to movement, current conditions or obsolescence is based upon a review
of inventory quantities, past history and expected future usage. The Company believes that no write-down for slow moving or obsolete
inventory is necessary as of November 30, 2019.



Convertible Instruments



The Company evaluates and
account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging
Activities”.



Applicable GAAP requires
companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial
instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks
of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host
contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured
at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with
the same terms as the embedded derivative instrument would be considered a derivative instrument.



The Company accounts for
convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host
instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded
in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of
the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized
over the term of the related debt to their stated date of redemption.



F-7







Fair Value of Financial Instruments



In September
2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required
disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial
assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB
Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures ” (ASC 820) defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date ASC 820 also establishes a fair value hierarchy that distinguishes
between (1) market participant assumptions developed based on market data obtained from independent sources (observable
inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels,
which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described
below:



| | ● | Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | Level 3—Inputs that are both significant to the fair value measurement and unobservable.                                                                                                                                                                                                                                                                                                                                                                                                                                                            



The respective carrying
value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
These financial instruments include accounts receivable, accounts payable and accrued expenses, notes payable, notes payable to
related parties, related parties payable and derivative liabilities. The Company has also applied ASC 820 for all non-financial
assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities
did not have a significant impact on the Company’s financial statements.



Comprehensive Loss



ASC Topic 220 (SFAS No.
130) establishes standards for reporting comprehensive income and its components. Comprehensive income is defined as the change
in equity during a period from transactions and other events from non-owner sources.



Other-Than-Temporary Impairment



All of our non-marketable
and other investments are subject to a periodic impairment review. Investments are considered to be impaired when a decline in
fair value is judged to be other-than-temporary.



When events or changes
in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed to determine if
a write-down to fair value is required. When an asset is classified as held for sale, the asset’s book value is evaluated
and adjusted to the lower of its carrying amount or fair value less cost to sell. In addition, depreciation and amortization ceases
while it is classified as held for sale.



F-8







The indicators that we use to identify those
events and circumstances include:



| | ● | the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects;                                                                                                                                                                                                                                                                                                                            
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | the general market conditions in the investee’s industry or geographic area, including regulatory or economic changes;                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, and the rate at which the investee is using its cash; and                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | the investee’s receipt of additional funding at a lower valuation. If an investee obtains additional funding at a valuation lower than our carrying amount or a new round of equity funding is required for the investee to remain in business, and the new round of equity does not appear imminent, it is presumed that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise.



Revenue and Cost Recognition



We recognize revenue
when we satisfy performance obligations by the transfer of control of products or services to our customers, in an amount that
reflects the consideration we expect to be entitled to in exchange for those products or services. We recognize revenue from class
8 heavy duty truck sales to customers when we satisfy our performance obligation, at a point in time, when title to the truck
is transferred to the customer and collection of cash is certain. Delivery or shipping charges billed to customers, if applicable,
are included in product sales and the related shipping costs are included in cost of goods sold. We also recognize revenue
from the rental of class 8 heavy-duty trucks to customers. Revenue from these truck rental agreements is recognized based upon
the passage of time over the term of the arrangement once control of the underlying asset has been transferred to the customer.
The arrangements require weekly payments, and the customer may cancel the agreement at any time by notifying the Company in writing
at least 30 days before such termination.



Accounts receivable is
recognized when we have transferred a good or service to a customer and our right to receive consideration is unconditional through
the completion of our performance obligation. We had accounts receivable totaling $30 and $77,638 as of November 30, 2019 and 2018,
respectively.



Right of use
assets and lease liabilities



In February 2016, the FASB
issued ASU No. 2016-02, “Leases” (ASC 842). The standard requires lessees to recognize almost all leases on the balance
sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating
or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the
Company beginning December 1, 2018. The Company adopted ASC 842 using the modified retrospective approach, by applying the new
standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning
after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported
in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under
the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical
expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing
a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease
liabilities.



Under ASC 842, the Company
determines if an arrangement is a lease at inception. Right-of-Use assets and liabilities are recognized at commencement date based
on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that
are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate,
the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes
any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company lease terms may
include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.



Operating
leases are included in operating lease right-of-use assets and operating lease liabilities on the Company’s condensed consolidated
balance sheets.



As a result of the adoption
of ASC 842 on December 1, 2018, the Company recorded both operating lease ROU assets of $22,910 and operating lease liabilities
of $22,910. As of November 30, 2019, operating lease ROU assets totaled $49,212 and operating lease liabilities totaled $50,000.
The adoption did not impact the Company’s beginning retained earnings, or prior year consolidated statements of income and
statements of cash flows.



F-9







Property and Equipment, Net



Property and equipment,
net is reported at cost less accumulated depreciation, which is generally provided on the straight-line method over the estimated
useful lives of the assets. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from
the accounts and any gain or loss is recognized.



Income Taxes



The Company, a C-corporation,
accounts for income taxes under ASC Topic 740 (SFAS No. 109). Under this method, deferred tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.



The Company adopted the
provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), on January 1, 2007. The Company has
not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount
of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company
has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized
tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties
in operating expenses.



Net Loss Per Share



The Company reports basic
and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS
and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income
(loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted
EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that
would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share
equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of
diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are
not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal.



Reverse Stock Split



All common share
amounts (except par value and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively
restated to reflect the Company’s one-for-200 reverse capital stock split effective September 27, 2019.



Recently Issued Accounting Pronouncements



In August 2018, the FASB
issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements.
ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years,
with partial early adoption permitted for eliminated disclosures. The method of adoption varies by the disclosure. The Company
is currently evaluating the impact that adopting this guidance will have on the  consolidated financial statements.



The Company has considered
all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material
impact on its  consolidated financial statements.



NOTE 3 - RELATED PARTY TRANSACTIONS



The Company currently rents
space from Arthur Viola, the Company’s president and chairman. This is a month to month rental and there is no commitment
beyond each month. The monthly rent expense is $2,100.



Effective December 15,
2016, Arthur Viola entered into a $685,000 convertible promissory note agreement with the Company and forgave all remaining amounts
outstanding at that time. The note matures on December 15, 2018 and bears interest at a rate of 10% per annum. Mr. Viola has the
option to convert any portion of the unpaid principal balance into the Company’s common stock at a discount to market of
50% at any time. No repayment or conversion of the note occurred as of November 30, 2019, and no notice of default has been issued.



For the years ended
November 30, 2019 and 2018, Arthur Viola was entitled to receive a salary of $175,000 and $100,000, respectively. Mr. Viola has
deferred cash payment on these amounts, in addition to his base salary of $100,000 from 2017, in an effort to help the Company
fund its operations. At November 30, 2019 and 2018, the total amount of unpaid accrued compensation owed to Mr. Viola was $369,303
and $194,277, respectively. These amounts are included in accounts payable.



F-10







During 2016, Arthur Viola
infused $10,200 in advances for working capital. These funds were advanced interest free with no payback terms of twelve months
and one day. No repayments have been made against these advances as of November 30, 2019.



Since its formation in
2018, the Company’s wholly-owned subsidiary PayLess Truckers, Inc. has received loan proceeds aggregating $232,506 from a
related party to help fund the subsidiary’s operations. The loan currently bears no interest and is payable on demand. The
Company has imputed interest on this obligation at a rate of 10% per annum, which the Company believes is appropriate and represents
a market lending rate based upon other debt financings. For the years ended November 30, 2019 and 2018, imputed interest of $10,150
and $7,458, respectively, has been recorded in the Company’s financial statements.



NOTE 4 - GOING CONCERN



The accompanying financial
statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business as they become due.



For the year ended
November 30, 2019, the Company incurred a net loss of $1,607,429 and had a working capital deficit of $3,772,945.
The Company has relied, in large part, upon debt financing to fund its operations. As of November 30, 2019, the Company had outstanding
indebtedness, net of discounts, of $1,394,313 and had $75,914 in cash.



As such, there is substantial
doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as such is dependent
upon management’s ability to successfully execute its business plan, including increasing revenues through the sale of existing
and future product offerings and reducing expenses in order to meet the Company’s current and future obligations. In addition,
the Company’s ability to continue as a going concern is dependent upon management’s ability to successfully satisfy,
refinance or replace its current indebtedness. Failure to satisfy existing or obtain new financing may have a material adverse
impact on the Company’s operations and liquidity.



The Company generated
$3,836,820 in revenue and $154,943 in positive cash flow from operations during the year ended November 30, 2019. The Company
now believes that it is well positioned to generate significant revenue and cash flows from its operations. However, even if the
Company is successful in executing its plan, the Company may not generate enough revenue to satisfy all of its current obligations
as they become due in addition to its outstanding indebtedness. Until the Company consistently generates positive cash flow from
its operations, or successfully satisfies, refinances or replaces its current indebtedness, there is substantial doubt as to the
Company’s ability to continue as a going concern.



The financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result if the Company is unable to operate as a going concern.



NOTE 5 - COMMITMENTS AND CONTINGENCIES



Commitments



The Company currently has
no long-term commitments.



Contingencies



None.



F-11







NOTE 6 - LEASES



The Company has entered
into operating leases primarily for real estate. These leases have terms which range from one year to two years, and often include
one or more options to renew. The Company recognizes on the balance sheet at the time of lease commencement or modification a right
of use (“RoU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments.
Lease costs are recognized in the income statement over the lease term on a straight-line basis. RoU assets represent the Company’s
right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising
from the lease.



Operating lease ROU assets
and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments
over the lease term. Based on the present value of the lease payments for the remaining lease term of the Company’s existing
leases, the Company recorded ROU assets of $49,212 in assets and lease liabilities of $50,000 for operating leases as of November
30, 2019. For the year ended November 30, 2019, the Company recognized approximately $3,288 in total lease costs.



Because the rate implicit
in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the
lease payments.



Information related to
the Company’s operating right-of-use assets and related lease liabilities were as follows:



|Cash paid for operating lease liabilities        |  | $ | 3,288  |  
|------------------------------------------------ |  | - | ------ | -
|Weighted-average remaining lease term (in years) |  |   | 1.9    |  
|Weighted-average discount rate                   |  |   | 10.0   | %
|Minimum future lease payments                    |  |   | 57,500 |  



The following table presents
the Company’s future minimum lease obligation under ASC 840 as of November 30, 2019:



|2020 fiscal year |  | $ | 30,000 | 
|---------------- |  | - | ------ | 
|2021 fiscal year |  | $ | 27,500 | 



NOTE 7 - INCOME TAXES



The following table sets
forth a reconciliation of income tax expense (benefit) at the federal statutory rate to recorded income tax expense (benefit) for
the years ended November 30, 2019 and 2018:



|                                                     |  | November 30, 2019 |          |   | November 30, 2018 |  
|---------------------------------------------------- |  | ----------------- | -------- | - | ----------------- | -
|Tax provision (recovery) at effective tax rate (21%) |  | $                 | (337,560 | ) |                   | $
|Change in valuation reserve                          |  |                   | 337,560  |   |                   |  
|Tax provision (recovery), net                        |  | $                 | –        |   |                   | $



As of November 30, 2019,
the Company had approximately $10.6 million in net operating loss carry forwards for federal income tax purposes which expire between
2020 and 2038. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at
that time. We are currently using a 21% effective tax rate for our projected available net operating loss carry-forward. However,
as a result of potential stock offerings and stock issuance in connection with potential acquisitions, as well as the possibility
of the Company not realizing its business plan objectives and having future taxable income to offset, the Company’s use of
these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. The Company is
in the process of evaluating the implications of Section 382 on its ability to utilize some or all of its NOLs.



F-12







Components of deferred
tax assets and (liabilities) are as follows:



|                                                                        |  | November 30, 2019 |            |   | November 30, 2018 |  
|----------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|Net operating loss carry forwards available at effective tax rate (21%) |  | $                 | 2,236,000  |   |                   | $
|Valuation Allowances                                                    |  |                   | (2,236,000 | ) |                   |  
|Deferred Tax Asset                                                      |  | $                 | –          |   |                   | $



In accordance with FASB
ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available
evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize
some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $2.2 million
at November 30, 2019. The Company did not utilize any NOL deductions for the full fiscal year ended November 30, 2019.



NOTE 8 - NOTES PAYABLE



On August 31, 2015, the
Company entered in convertible note agreement with a private and accredited investor, LG Capital, in the amount of $75,000, unsecured,
with principal and interest (stated at 8%) amounts due and payable upon maturity on February 28, 2016. After six months, the note
holder has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time.
The Company has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered
to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes
model and the following assumptions: Risk-free interest rates ranging from 0.03% to 0.08%; Dividend rate of 0%; and, historical
volatility rates ranging from 195% to 236%. As of November 30, 2019, the note balance was $55,224 and all associated loan discounts
were fully amortized.



On December 30, 2015, the
Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount
of $130,000, unsecured, with principal and interest (stated at 10%) amounts due and payable upon maturity on September 30, 2016.
After six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s
common shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s
stock and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion
feature using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from 0.03% to 0.16%; Dividend
rate of 0%; and, historical volatility rates ranging from 208% to 269%. As of November 30, 2019, the note balance was $100,297
and all associated loan discounts were fully amortized.



On January 21, 2016, the
Company entered in convertible note agreement with a private and accredited investor, John De La Cross Capital Partners Inc., in
the amount of $8,000, unsecured, with principal and interest (stated at 5%) amounts due and payable upon demand. The note holder
has the option to convert any portion of the unpaid principal balance into the Company’s common shares at any time. The Company
has determined that the conversion feature in this note is not indexed to the Company’s stock and is considered to be a derivative
that requires bifurcation. The Company calculated the fair value of this conversion feature using the Black-Scholes model and the
following assumptions: Risk-free interest rates ranging from 0.03% to 0.16%; Dividend rate of 0%; and, historical volatility rates
ranging from 208% to 269%. As of November 30, 2019, the note balance was $4,000 and all associated loan discounts were fully amortized.



On November 23, 2016, the
Company entered in convertible note agreement with a private and accredited investor, Auctus Private Equity Fund LLC, in the amount
of $61,000, unsecured, with principal and interest (stated at 12%) amounts due and payable upon maturity on August 23, 2017. After
six months, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common
shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock
and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature
using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from 0.03% to 0.16%; Dividend rate
of 0%; and, historical volatility rates ranging from 208% to 269%. The Company amended its convertible note agreement to allow
for additional principal borrowings. As of November 30, 2019, the note balance was $97,000 and all associated loan discounts were
fully amortized.



F-13







On October 15, 2018, the
Company entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $350,000,
unsecured, with principal and interest (stated at 12%) amounts due and payable upon maturity on July 15, 2019. At any time following
issuance, the note holder has the option to convert any portion of the unpaid principal balance into the Company’s common
shares at any time. The Company has determined that the conversion feature in this note is not indexed to the Company’s stock
and is considered to be a derivative that requires bifurcation. The Company calculated the fair value of this conversion feature
using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from 2.67% to 2.70%; Dividend rate
of 0%; and, historical volatility rates ranging from 390% to 423%. As of November 30, 2019, the note balance was $350,000 and all
associated loan discounts were fully amortized.



On February 14, 2019, the
Company entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $57,750,
secured by all of the assets of the Company and its subsidiaries, with principal and interest (stated at 12%) amounts due and payable
upon maturity on November 14, 2019. At any time following issuance, the note holder has the option to convert any portion of the
unpaid principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature
in this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company
calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest
rates ranging from 1.76% to 2.54%; Dividend rate of 0%; and, historical volatility rates ranging from 139% to 1,467%. As of November
30, 2019, the note balance was $57,750 and all associated loan discounts were fully amortized.



On July 22, 2019, the Company
entered in convertible note agreement with a private and accredited investor, Auctus Fund LLC, in the amount of $75,250, secured
by all of the assets of the Company and its subsidiaries, with principal and interest (stated at 12%) amounts due and payable upon
maturity on April 22, 2020. At any time following issuance, the note holder has the option to convert any portion of the unpaid
principal balance into the Company’s common shares at any time. The Company has determined that the conversion feature in
this note is not indexed to the Company’s stock and is considered to be a derivative that requires bifurcation. The Company
calculated the fair value of this conversion feature using the Black-Scholes model and the following assumptions: Risk-free interest
rates ranging from 1.76% to 1.95%; Dividend rate of 0%; and, historical volatility rates ranging from 1,313% to 1,467%. As of November
30, 2019, the note balance was $75,250 and the remaining balance on the associated loan discounts were $30,208.



NOTE 9 - DERIVATIVE LIABILITIES



The Company accounts for
derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded
in the balance sheets either as assets or liabilities at fair value.



The Company’s derivative
liability is an embedded derivative associated with some of the Company’s convertible promissory notes. The convertible promissory
notes are hybrid instruments which contain embedded derivative features which individually warrant separate accounting as a derivative
instrument under Paragraph 815-10-05-4. The embedded derivative features include the conversion features to the notes. Pursuant
to Paragraph 815-10-05-4, the value of the embedded derivative liabilities have been bifurcated from the debt host contract and
recorded as derivative liabilities resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes,
which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective
interest method over the life of the notes.



The embedded derivative
within the notes have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market
at each reporting period end date with changes in fair value recorded in the Company’s statements of operations as “change
in the fair value of derivative instrument”.



As of November 30, 2019
and 2018, the estimated fair value of derivative liabilities were determined to be $1,650,520 and $931,509, respectively. During
the year November 30, 2019, the Company recognized additional derivative liabilities of $254,678, compared to $731,511 during the
year ended November 30, 2018. The change in the fair value of derivative liabilities for the years ended November 30, 2019 and
2018 was a loss of $464,333 and a gain of $162,093, respectively, on derivative liabilities.



F-14







Summary of Fair Value of Financial Assets and
Liabilities Measured on a Recurring Basis



Financial assets and liabilities
measured at fair value on a recurring basis are summarized below and disclosed ay November 30, 2018:



|                                             |  |                |         |  | Fair Value Measurement Using |  
|-------------------------------------------- |  | -------------- | ------- |  | ---------------------------- | -
|                                             |  | Carrying Value |         |  | Level 1                      |  
|Derivative liabilities on conversion feature |  |                | 931,509 |  |                              |  
|Total derivative liabilities                 |  | $              | 931,509 |  |                              | $



Summary of Fair Value of Financial Assets
and Liabilities Measured on a Recurring Basis



Financial assets and liabilities
measured at fair value on a recurring basis are summarized below and disclosed November 30, 2019:



|                                             |  |                |           |  | Fair Value Measurement Using |  
|-------------------------------------------- |  | -------------- | --------- |  | ---------------------------- | -
|                                             |  | Carrying Value |           |  | Level 1                      |  
|Derivative liabilities on conversion feature |  |                | 1,650,520 |  |                              |  
|Total derivative liabilities                 |  | $              | 1,650,520 |  |                              | $



Summary of the Changes in Fair Value of
Level 3 Financial Liabilities



The table below provides
a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) during the year ended November 30, 2019 and 2018:



|                              |  | Derivative Liabilities |          
|----------------------------- |  | ---------------------- | ---------
|Fair value, November 30, 2017 |  | $                      | 362,091  
|Additions                     |  |                        | 731,511  
|Change in fair value          |  |                        | (162,093 
|Fair value, November 30, 2018 |  |                        | 931,509  
|Additions                     |  |                        | 254,678  
|Change in fair value          |  |                        | 464,333  
|Fair value, November 30, 2019 |  | $                      | 1,650,520



NOTE 10 – STOCKHOLDERS’
EQUITY



During year ended November
30, 2018, the Company issued 3,561,019 shares of common stock in exchange for the conversion of $17,805 of principal and interest
payable on convertible debt principal.



On January 9, 2019, the
Company issued 1,054,250 shares of its common stock in exchange for the conversion of $6,325 of convertible debt principal.



On January 15, 2019, the
Company issued 1,054,250 shares of its common stock in exchange for the conversion of $6,325 of convertible debt principal.



On September 27,
2019, FINRA approved a one-for-200 reverse split of the Company’s common stock. All common share amounts (except par value
and par value per share amounts) referred to in this Report prior to September 27, 2019 have been retroactively restated to reflect
the one-for-200 reverse capital stock.



On October 10, 2019, the
Company issued 1,159,400 shares of its common stock in exchange for the conversion of $1,043 of convertible debt principal.



On October 11, 2019, the
Company issued 1,151,150 shares of its common stock in lieu of cash to satisfy certain accounts payable owed to a service provider.



F-15







NOTE 11 - LEGAL PROCEEDINGS



The Company is not currently
a party to any material legal proceedings. The Company’s counsel has no formal knowledge in the form of filings of any pending
or contemplated litigation, claims or assessments. With regard to matters recognized to involve an unasserted possible claim or
assessment that may call for financial statement disclosure and to which counsel has formed a professional conclusion that the
Company should disclosure or consider disclosure concerning such possible claims or assessment, as a matter of professional responsibility
to the Company, counsel will so advise and will consult with the company concerning the question of such disclosure and the applicable
requirements of FASB ASC 450, “Contingencies”. To date, counsel has no formal knowledge of any unasserted possible
claims.



NOTE 12 – SEGMENT INFORMATION



The Company views
its operations and manages its business as one segment. The Company business is to acquire, refurbish, add location electronics,
advertise and either sell or lease its commercial vehicles to independent drivers and operators. The Company’s customers
represent a single market or segment. As such, the Company makes operating decisions and assesses financial performance only for
the Company as a whole and does not make operating decisions or assess financial performance from the sale or lease of commercial
vehicles individually.



NOTE 13 - SUBSEQUENT EVENTS



In accordance with FASB
ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to November 30, 2019 to the date these consolidated
financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these
consolidated financial statements, except as follows:



On February 7, 2020, the
Company filed a Form S-8 Registration Statement with the Securities and Exchange Commission for an aggregate of 7,500,000 shares
of the Company’s common stock, $0.001 par value per share, that are subject to issuance by the Company under the Company’s
Employees, Officers, Directors, and Consultants Stock Plan for the Year 2018.



On February 24, 2020, the
Company executed a term sheet with an institutional investor for capital funding to be provided in monthly installments via the
issuance of a Series B callable preferred stock. The initial tranche is expected to yield $70,000 in net proceeds. The Company
has designated 1.0 million preferred shares with a stated value of $1.00 per share for the one-year financing period. The proceeds
will be used to acquire new vehicles for the Company’s credit enhancement leasing program.



F-16







| | 2. | List of Exhibits
| | -- | ----------------



|Exhibit No. |  | Description                                                                                                                    
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                
|31.1*       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                                                
|32.1*       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



* Filed herewith

+ Management contract or compensatory plan
or arrangement.



32







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                         | DANIELS CORPORATE ADVISORY COMPANY, INC.
|------------------------ | ----------------------------------------
|                         |                                         
|Date: March 16,
    2020 | By:                                     
|                         |                                         
|                         |                                         
|                         |                                         
|Date: March 16,
    2020 | By:                                     
|                         |                                         
|                         |                                         



Pursuant to the requirements
of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.



|Signature           |  | Title                                        |  | Date              
|------------------- |  | -------------------------------------------- |  | ------------------
|                    |  |                                              |  |                   
|/S/ NICHOLAS VIOLA  |  | Chief Executive Officer                      |  | March
    16, 2020
|Nicholas Viola      |  | (Principal Executive Officer)                |  |                   
|                    |  |                                              |  |                   
|/S/ KEITH L. VOIGTS |  | Chief Financial Officer                      |  | March
    16, 2020
|Keith L. Voigts     |  | (Principal Financial and Accounting Officer) |  |                   



33