UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 20, 2014

Napa Sonoma Group Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware

000-55238

47-1189613

(STATE OR OTHER

JURISDICTION OF

INCORPORATION OR

ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE

IDENTIFICATION NO.)

4792 Longley Lane,

Reno, NV

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(775) 787 3530

(ISSUER TELEPHONE NUMBER)

N/A

_________________________________________________________________

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On October 20, 2014, the Registrant sold an aggregate of 250,000 shares of its common stock for aggregate consideration of $25 (a per-share price of $.0001, being the par value of the shares).

The shares were sold to an accredited investor, Richard Chiang, the former President and Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Registrant.

The Registrant believes that the foregoing transactions were exempt from the registration requirements under the Securities Act of 1933, as amended (“the Act”), based on the following facts: there was no general solicitation, there was a limited number of purchasers, each of whom the Registrant believes was an “accredited investor” (within the meaning of Regulation D under the Securities Act of 1933, as amended) and was sophisticated about business and financial matters, and all shares issued were subject to restriction on transfer, so as to take reasonable steps to assure that the purchaser was not an underwriter within the meaning of Section 2(11) under the Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Napa Sonoma Group Inc.

By: /s/ Leroy D. Aday

Leroy D. Aday
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

Dated: October 20, 2014

Napa Sonoma Group Inc. 8-K