Organizational History ~ $MDAV
Davi Luxury Brand Group, Inc. was incorporated in the State of Nevada on July 26, 2007 under the name “Dafoe Corp.” Until September 2010, we were engaged in the acquisition and exploration of mineral properties. During the fiscal year ended September 30, 2010, the Company lost all of the mineral right that it owned. In November 2010, our Board became aware of the availability of the “Davi Skin” skin care brand and certain related intellectual properties that were used by a luxury brand skin care company that had ceased operations.
Upon completion of our research and analysis, we decided to change our line of business and explore the prospect of entering the luxury brand skin care business. Our Board contacted Parrish Medley and Carlo Mondavi, two executives who previously were the co-founders and executive officers of that luxury brand skin care company, to discuss their availability in building a new company based on the “Davi Skin” brand. Based on the foregoing, this company elected to acquire the “Davi Skin” intellectual properties, to hire the two executives, and to enter into the luxury brand skin care business.
On November 30, 2010, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Zenith Global Enterprises Limited, an unaffiliated Hong Kong company (“Zenith”), to acquire certain trade names and trademarks, an Internet address, and logos that were previously used by Davi Skin, Inc., in connection with a line of luxury branded skincare products for men and women distributed by Davi Skin, Inc. (the “Transaction”). Zenith, a major stockholder of Davi Skin, Inc., had purchased the trademark and other assets from Davi Skin, Inc.’s Bankruptcy Trustee in September 2010. The Transaction closed on December 22, 2010. As a result, we now own all of the rights to the “Davi Skin” brand, logo, website address and other marketing rights.
Concurrently with the execution of the Purchase Agreement, Kyle Beddome, our then sole director and Chief Executive Officer, agreed to sell to Messrs. Medley and Mondavi 11,250,000 shares and 18,750,000 shares, respectively, of our common stock that he owned. The sale of the shares to Messrs. Medley and Mondavi was consummated on December 22, 2010.
In addition, Mr. Beddome appointed Messrs. Medley and Mondavi to the Board of Directors and elected them as officers, effective December 22, 2010. Accordingly, Mr. Medley became this company’s President, and Mr. Mondavi became this company’s Chairman of the Board. On January 25, 2011, the Company entered into an employment agreement with Mr. Medley, pursuant to which Mr. Medley agreed to serve as the Company’s Chief Executive Officer for a four-year term at a salary of $8,000 per month. On January 25, 2011, the Company also entered into a consulting agreement with Carlo Mondavi, pursuant to which Mr. Mondavi agreed to perform public relations and marketing services relating to the Company’s products marketed under the “Davi Skin” and “Davi” brand names, including marketing of such products through upscale department stores, specialty retailers, prestige hotels and resorts, salons and spas, on cruise ships, and in-flight and duty-free shops. The consulting agreement will continue until January 1, 2015, unless otherwise terminated earlier by either party upon 30 days’ written notice. Under the consulting agreement, Mr. Mondavi is entitled to be paid $8,000 per month.
During January 2011, this company changed its name to “Davi Luxury Brand Group, Inc.” and moved its executive offices from Carson City, Nevada, to Beverly Hills, California.
On February 15, 2011, the Company entered into a one year Employment Agreement with J. Bernard Rice as Chief Financial Officer of the Company (the “Rice Employment Agreement”). In accordance with the Rice Employment Agreement, the Company agreed to issue Mr. Rice 50,000 shares of the Company’s common stock on April 1, July 1 and October 1, 2011, and on January 1, 2012. As of August 12, 2011, 50,000 shares of common stock valued at the prevailing market rate on April 1, 2011 of $.90 per share, or $45,000, had been issued to Mr. Rice. The 50,000 shares of common stock due to Mr. Rice on July 1, 2011, valued at the then prevailing market rate of $.136 per share, or $6,800, had not been issued as of August 12, 2011. During April 2011, Mr. Rice was appointed as a member of the Company’s Board of Directors. In consideration for his service, Mr. Rice is entitled to receive 25,000 shares of the Company’s common stock on a quarterly basis, beginning on May 16, 2011, which shares will be issued in arrears provided that Mr. Rice is still a member of the Board on the issuance date. The 25,000 shares of common stock due to Mr. Rice for his Board member services on May 16, 2011, valued at the then prevailing market rate of $0.185 per share, or $4,625, had not been issued as of August 12, 2011.
During January 2011, the Company entered into an agreement with Gilchrist & Soames to provide Peninsula Hotels with the Company’s “DAVI” and “DAVI SKIN” branded in-room amenities. As such, the Company, in collaboration with Gilchrist & Soames, currently sells such amenities to Peninsula Hotels. The parties anticipate that this arrangement will continue through 2012.
In January 2011, the Company also entered into a multi-year agreement with Korean Air to be the exclusive First Class and Business Class in-flight amenity provider for all Korean Air flights worldwide. Korean Air commenced providing the DAVI amenity travel bags to its passengers in May 2011.
Also in May 2011, the Company engaged Hansam Moolsan Co., Ltd. to represent the Company in its Duty Free sales initiative for the new “DAVI” skincare retail product line in the Asia Pacific airline industry. The Duty Free market consists of on-board Duty Free magazines and Duty Free shops.
During the three months ended June 30, 2011, the Company no longer met the qualifications as a development stage company as defined by the Accounting Standards Codification No. 915 “Development Stage Entities” . Accordingly, the Company is no longer reported as a development stage company.
The Company plans to introduce its new retail products in certain niche markets by the end of 2011. Depending upon its ability to raise financing to fund the expansion of its on-line retail store, the Company also plans to add to its on-line sales initiative for retail products on the Company’s website.
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