UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

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~~PURSUANT ofTO ~~report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d)~~: February~~ ~~28,~~OF ~~2013~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 26, 2013

DAVI LUXURY BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-53609	26-2463412
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


	9426 Dayton Way Beverly Hills, CA 90210
	(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (310) 288-8393

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 (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02

Unregistered Sales of Equity Securities.

~~The~~From ~~information~~March in6, ~~Item~~2013 ~~5.02~~to ofMay ~~this~~1, ~~Report~~2013, ~~regarding (i) the grant by~~ Davi Luxury Brand Group, Inc. (“we,” “our,” “us” or the “Company”) toissued ~~Parrish~~securities ~~Medley, our President, Chief Executive Officer and interim Chief Financial Officer,~~ of ~~a stock option to purchase up to 1,600,000 shares of our common stock at an exercise price equal to $0.10 per share, and (ii)~~ the ~~issuance by the~~ Company toas ~~Mr.~~described ~~Medley~~below: ~~of an aggregate of 920,000 shares of our common stock, is incorporated herein by reference.~~

The Company issued the foregoing shares and granted the foregoing stock option pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering of securities. ·

~~Item~~On 5March 6, 2013, we sold 250,000 shares of common stock to an accredited investor for proceeds of $25,000.02

~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~·

~~Effective~~On asMarch ~~of February 28~~26, 2013, we ~~granted~~issued to ~~Mr.~~a ~~Medley~~consultant a ~~three~~thirteen-~~year~~month ~~non-qualified~~warrant ~~stock option~~ to purchase up to 1an aggregate of 650,~~600,~~000 shares of ~~our~~ common stock at an exercise price ~~equal~~of to $0.10 per share,. We ~~which~~issued ~~was~~ the ~~closing~~warrant ~~market~~for ~~price~~services ~~of our common stock on February 28, 2013 (i~~rendered.~~e., the date of grant).~~ The ~~option~~exercise ~~will~~price ~~vest~~of ~~and become exercisable only if, and to~~ the ~~extent,~~warrant ~~the~~is ~~Company~~subject ~~achieves the following milestones related~~ to ~~the~~adjustments ~~Company’s~~for ~~trademark~~stock ~~products (“Davi Products”): (i) 400~~splits,~~000~~ ~~shares of the option will vest on the date that a recent licensee commercially releases Davi Products in Asia; (ii) 400~~combinations,~~000~~ ~~shares~~stock ofdividends ~~the option will vest when certain licensed sales of Davi Products exceed $2,000,000; (iii) 400,000 shares of the option will vest when certain licensed sales of Davi Products exceed $5,000,000;~~ and ~~(iv) 400,000 shares of the option will vest on the date that we commercially launch any Davi Product in the U~~reclassifications.~~S.,~~ The ~~other~~warrant ~~than on our website; provided, in each case, that Mr. Medley remains in our continuous employ through such vesting date, and the option~~ is onexercisable ~~the~~at ~~other~~any ~~terms set forth in our stock option agreement with Mr~~time. ~~Medley.~~

Effective as of February 28, 2013, in order to preserve cash, we issued to Mr. Medley 720,000 shares of our common stock, valued at $0.10 per share, in lieu and in payment in full of $72,000 of accrued but unpaid salary that the Company owed Mr. Medley under his employment agreement with the Company. Moreover, in recognition of Mr. Medley's services during fiscal 2012, the Company issued to Mr. Medley 200,000 shares of our common stock as a performance bonus. ·

~~Additionally~~On April 12, ~~effective~~2013, ~~March~~we sold an additional 1,000,000 ~~2013~~shares ~~Mr.~~of ~~Medley's~~common ~~salary~~stock ~~was~~to ~~increased~~a tosecond accredited investor for proceeds of $~~144~~100,000 ~~per annum~~.

2·

~~SIGNATURES~~On April 12, 2013, we issued to two consultants two-year warrants to purchase up to an aggregate of 300,000 shares of common stock for services rendered (which warrants are now held by three persons). The exercise price of the warrants is $0.10 per share, subject to adjustments for stock splits, combinations, stock dividends and reclassifications. The warrants are exercisable at any time.

~~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.~~ ·

~~Date:~~On ~~March~~April 2526, 2013, ~~DAVI~~we ~~LUXURY~~issued ~~BRAND~~to ~~GROUP~~a consultant a two-year warrant to purchase up to an aggregate of 50,000 ~~INC~~shares of common stock at an exercise price of $0.10 ~~By:~~per ~~/s/~~share. We ~~Parrish~~issued ~~Medley~~the ~~Name:~~warrant ~~Parrish~~for ~~Medley~~services ~~Title:~~rendered. The ~~President~~exercise price of the warrant is subject to adjustments for stock splits, ~~Chief~~combinations, ~~Executive~~stock ~~Officer~~dividends and ~~Interim~~reclassifications. The ~~Chief~~warrant ~~Financial~~is ~~Officer~~exercisable at any time.

3·

On April 30, 2013, we sold 1,000,000 shares of common stock to an accredited investor for proceeds of $100,000, and on May 1, 2013, we sold an additional 1,000,000 shares of common stock to a second accredited investor for proceeds of $100,000. Our subscription agreement in this offering provides that any investor who purchases $100,000 or more of shares of common stock also receives a warrant to purchase 25% of the number of shares of common stock purchased by such investor. Accordingly, we also issued to each investor, for no additional consideration, a one-year warrant to purchase up to an aggregate of 250,000 shares of common stock at an exercise price of $0.10 per share. The exercise price of the warrant is subject to adjustments for stock splits, combinations, stock dividends and reclassifications. The warrant is exercisable at any time.

The foregoing issuances of securities were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act, because: (i) the Company did not engage in any general solicitation or general advertising in connection with the offer and sale of any of the securities; (ii) the Company reasonably believed that each consultant and investor had knowledge and experience in financial and business matters such that each such person was capable of evaluating the merits and risks of investing in our securities; (iii) each investor represented he was acquiring the securities for investment purposes only; and (iv) the Company placed appropriate legends and restrictions on transfer on the securities issued.

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.


	DAVI LUXURY BRAND GROUP, INC.


Date: May 8, 2013	By: /s/ Parrish Medley Name: Parrish Medley Title: President, Chief Executive Officer and Interim Chief Financial Officer

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