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

~~February~~October 530, 2015 Date of Report (Date of earliest event reported): ~~ACCELPATH~~ACCEL BRANDS, INC. (Exact name of registrant as specified in its charter)



Delaware	000-27023	45-5151193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~850~~137 ~~3rd~~National ~~Avenue~~Plaza, Suite ~~16C~~300, ~~NYC~~National Harbor, NYMaryland ~~10022~~20745 Address of principal executive offices and zip code (~~212~~240) ~~994~~273-~~9875~~3295 Registrant’s telephone number, including area code

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:

. 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 1.01 Entry into a Material Definitive Agreement.

On ~~February~~October 530, 2015, ~~AccelPath~~Accel Brands, ~~INc~~Inc. (the “Company”) entered into a Securities ~~Purchase~~Exchange Agreement (the “Agreement”) with ~~STI~~Affinity ~~Signature~~Beverage ~~Spirits~~ Group, ~~LLC~~Inc., a ~~New~~Nevada ~~York~~corporation ~~limited liability company~~ (“~~STI~~Affinity”), and ~~the~~Village ~~members~~Tea ofDistributors, ~~STI~~Inc., ~~(collectively~~a ~~referred~~Texas tocorporation as(“Village ~~the Sellers~~Tea”). Under the terms of the Agreement, the ~~Sellers~~Company ~~will~~shall ~~sell~~transfer ~~52.78~~seventy ~~membership~~(70) ~~interests~~shares ~~in STI, representing 52%~~ of ~~the~~common ~~outstanding~~stock ~~membership units~~ of ~~STI~~Village ~~(the~~Tea ~~“Majority~~to ~~Interest”)~~Affinity, toin ~~the Company. In~~ exchange for ~~the~~seven ~~Majority~~hundred ~~Interest,~~fifty ~~the~~(750) ~~Company shall issue~~ shares of aAffinity’s newly ~~created~~issued Series KC ~~preferred stock (the “~~Preferred Stock”). ~~with~~Affinity ashall ~~stated~~also ~~value~~assume offrom ~~$750,000 and $55,000 of restricted common stock of~~ the Company ~~and will assume~~ $~~485~~538,~~516.53~~500 worth of ~~STI’s~~obligations ~~debt. Further,~~of the ~~Sellers~~Company, which shall beact ~~entitled to additional shares of Preferred Stock with~~ a ~~stated~~notation ~~value of $2,250,000 pursuant~~ to asuch ~~three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015~~obligations.

~~The~~In ~~foregoing~~conjunction ~~information~~with isthe aAgreement, ~~summary~~the ofCompany and the ~~Agreement~~holders ~~involved~~of in the ~~transaction~~Company’s ~~described~~Series ~~above,~~J isPreferred ~~not~~Stock ~~complete,~~entered ~~and~~into isan ~~qualified~~Exchange inAgreement ~~its~~(the ~~entirety~~“Exchange byAgreement”). ~~reference~~Under to the ~~full~~terms ~~text~~ of the Exchange Agreement, ~~which~~the isholders ~~attached~~of anthe ~~exhibit~~Company’s Series J Preferred Stock agreed to ~~this~~deliver ~~Current~~to ~~Report~~the onCompany ~~Form~~for ~~8-K.~~retirement ~~Readers~~and ~~should~~cancellation ~~review~~all the ~~Agreement~~Series J Preferred Stock that they hold in exchange for aan ~~complete~~equal ~~understanding~~amount of the ~~terms~~Affinity ~~and~~Series ~~conditions~~C ~~associated~~Preferred ~~with~~Stock ~~this~~the ~~transaction~~Company received under the Agreement.

The foregoing information is a summary of the Agreement and the Exchange Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement and the Exchange Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Agreement and the Exchange Agreement for a complete understanding of the terms and conditions of the transaction described above.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On ~~February~~October 530, 2015, the Company ~~closed~~disposed of the ~~transaction~~Village ~~with~~Tea ~~STI~~assets as described in Item 1.01 above.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 5, 2015, the Company created the new Series K preferred stock. A copy of the certificate of designation is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)


Exhibit Number		Description
10.1		Securities Exchange Agreement entered into on October 30, 2015, by and among the Company, Affinity Beverage Group, Inc. and Village Tea Distributors, Inc.

10.2		Exchange Agreement entered into on October 30, 2015, by and among the Company and the holders of the Company’s Series J Preferred Stock

Financial statements of business acquired.

The financial statements required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

(b)

Pro forma financial information.

The pro forma financial information required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

(d)

Exhibits.

Exhibit Number		Description
10.1		Securities Purchase Agreement by and among STI Signature Spirits, LLC, the members of STI, and the Company
99.1		Certificate of Designation of Series K Preferred Stock

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 thereunto duly authorized.

ACCELPATH, INC.

Date: ~~February~~November 105, 2015

~~By:~~ /s/ Gilbert Steedley

~~Its:~~Gilbert ~~CEO~~Steedley

2CEO

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