SC 13D 1 medleyschedule13d_v2.htm SCHEDULE 13D - PARRISH MEDLEY Dafoe Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

DAFOE CORP.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


23373B106

(CUSIP Number)



Istvan Benko, Esq.
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067

(310) 553-4441

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)


December 22, 2010

 (Date of Event Which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. o


Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No.

23373B106

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Parrish Medley

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

                      (a)

                      (b)

3.

SEC Use Only

4.

Source of Funds (See Instructions)

PF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.

Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting
Person With

7.

Sole Voting Power

11,250,000

8.

Shared Voting Power

0

9.

Sole Dispositive Power

11,250,000

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

11,250,000

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount in Row (11)

15.2% (1)

14.

Type of Reporting Person (See Instructions)

IN


(1)

Based on 73,860,000 shares of common stock reported outstanding in Dafoe Corp.’s Schedule 14F-1 filed on December 3, 2010.



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ITEM 1.

SECURITY AND ISSUER.


This Schedule 13D (this “Schedule”) relates to the common stock, par value $0.001 per share (“Common Stock”) of Dafoe Corp., a Nevada corporation (the “Issuer”).  The new principal executive offices of the Issuer are located at 269 S. Beverly Drive, Suite 810, Beverly Hills, CA 90212.  


ITEM 2.

IDENTITY AND BACKGROUND.

This Schedule is filed by Parrish Medley, a United States citizen.  This Schedule relates to the securities directly owned by Mr. Medley.  Mr. Medley is herein referred to as the “Reporting Person.”


As of the date of this Schedule 13D, the Reporting Person’s principal occupation is Chief Executive Officer, President, Chief Financial Officer, and a director of the Issuer.  He is also the President, Chief Financial Officer, and a director of Regal Group, Inc., a public company engaged in the business of developing and integrating off-the-shelf and proprietary RFID solutions.  Regal Group, Inc.’s address is 4/F, Building 1,Anle Industrial Park, Nantouguankou Road 2, Nanshan District Shenzhen, China 518052.  The Reporting Person’s principal address is 8927 St. Ives Drive, Los Angeles, CA 90069.


During the last five (5) years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.


ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Person acquired 11,250,000 shares of Common Stock of the Issuer (the “Shares”) with his personal funds, in the amount of One Thousand One Hundred and Twenty Five dollars ($1,125.00).

ITEM 4.

PURPOSE OF TRANSACTION.

On December 22, 2010, the Issuer purchased from Zenith Global Enterprises Limited, a Hong Kong company, certain intellectual property previously used in connection with a line of luxury brand skincare products distributed by Davi Skin, Inc., in exchange for 15,000,000 shares of the Issuer’s Common Stock.   In order to develop the skincare intellectual properties, the Issuer employed the Reporting Person as an executive officer.  The Reporting Person is not an officer, director or shareholder of Zenith Global Enterprises Limited.

On December 22, 2010, the Reporting Person purchased the Shares from Kyle Beddome, former sole officer and director of the Issuer, pursuant to a Stock Sale and Purchase Agreement



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dated as of November 30, 2010 (the “Stock Purchase Agreement”).  On December 22, 2010, Mr. Beddome resigned as the Issuer’s Chief Executive Officer and Chief Financial Officer.

The foregoing description of the Stock Purchase Agreement are summaries and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 1 to this Schedule and is hereby incorporated herein by reference.

As provided above, the Reporting Person is the Chief Executive Officer, President, Chief Financial Officer, and one of two directors of the Issuer.  As such, he participates in the planning and decisions of the Board of Directors and management of the Issuer.  By virtue of his positions with the Issuer and his stock ownership, he controls the Issuer.

The Reporting Person may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, policies, operations, capital structure or business of the Issuer, including a possible recapitalization or sale of the Issuer.

Depending upon market conditions and other factors that the Reporting Person deems material, he may purchase additional shares of Common Stock or other securities of the Issuer in the open market, in private transactions or from the Issuer, or may dispose of all or a portion of the shares of Common Stock or other securities of the Issuer that he now owns or hereafter may acquire.

Except as described in the preceding paragraphs, the Reporting Person does not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of Item 4 of the Schedule 13D instructions. The Reporting Person reserves the right to formulate plans or make proposals, and take such actions with respect to his investment in the Issuer, including any or all of the items specified in paragraphs (a) to (j) of Item 4 of the Schedule 13D instructions and any other actions as he may determine.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

The disclosures in Item 4 above are incorporated by reference into this Item 5.

As of the date of this filing, the Reporting Person beneficially owns 11,250,000 shares of Common Stock, equal to 15.2% of the Issuer’s Common Stock, calculated in accordance with Rule 13d-3.  

The Reporting Person has sole voting and investment power with respect to all of the shares beneficially owned.

Aside from the transactions described in Item 4 of this Schedule, the Reporting Person has not purchased or sold any Common Stock of the Issuer in the 60 days prior to this filing.  

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Not applicable.  



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ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

The following documents are included as exhibits to this Schedule 13D:

1.

Stock Sale and Purchase Agreement, dated as of November 30, 2010, by and between Kyle Beddome and Parrish Medley.



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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 


Dated:

December 30, 2010



/s/ Parrish Medley
PARRISH MEDLEY



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EXHIBIT INDEX

Exhibit 1

Stock Sale and Purchase Agreement, dated as of November 30, 2010, by and between Kyle Beddome and Parrish Medley.




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