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

~~October~~November 305, 2015 Date of Report (Date of earliest event reported): 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.)

137 National Plaza, Suite 300, National Harbor, Maryland 20745

Address of principal executive offices and zip code

(240) 273-3295

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~November 305, 2015, Gilbert Steedley announced his resignation as officer and director of Accel Brands, Inc. (the “Company”). ~~entered~~Mr. ~~into~~Steedley’s aresignation ~~Securities~~is ~~Exchange~~not ~~Agreement (~~the ~~“Agreement”)~~result ~~with~~of ~~Affinity~~any ~~Beverage Group~~dispute, ~~Inc.~~claim, aor ~~Nevada~~issue ~~corporation~~with ~~(“Affinity”)~~the ~~and~~Company. ~~Village~~In ~~Tea~~connection ~~Distributors,~~with ~~Inc.~~this resignation, athe ~~Texas~~Company ~~corporation~~has ~~(“Village~~entered ~~Tea”).~~into ~~Under~~a ~~the~~Separation ~~terms~~Agreement ofwith ~~the~~Mr. ~~Agreement~~Steedley, which shall obligate the Company ~~shall~~to ~~transfer~~issue ~~seventy~~to ~~(70)~~Mr. ~~shares~~Steedley ofa ~~common~~promissory ~~stock~~note ofin ~~Village~~the ~~Tea~~amount toof ~~Affinity~~$150,000 in exchange for ~~seven hundred fifty (750) shares of Affinity’s newly issued Series C Preferred Stock~~Mr. ~~Affinity~~Steedley ~~shall~~forgiving ~~also~~all ~~assume~~accrued ~~from~~deferred ~~the Company $538~~compensation,~~500~~ ~~worth~~unpaid ofreimbursable ~~obligations of the Company~~expenses, ~~which~~and ~~shall~~consulting ~~act~~fees ~~a notation~~ to ~~such obligations~~date.

In conjunction with ~~the Agreement, the Company and the holders of the Company’s Series J Preferred Stock entered into an Exchange Agreement (the “Exchange Agreement”)~~Mr. ~~Under the terms of the Exchange Agreement, the holders of the Company~~Steedley’s ~~Series~~resignation JJanon ~~Preferred~~Costley ~~Stock~~was ~~agreed~~appointed to ~~deliver~~serve toas ~~the~~Director ~~Company for retirement~~ and ~~cancellation~~Chief ~~all~~Executive ~~the~~Officer ~~Series J Preferred Stock that they hold in exchange for an equal amount~~ of the ~~Affinity Series C Preferred Stock the~~ Company ~~received under the Agreement~~.

~~The~~Mr. ~~foregoing~~Costley, ~~information~~age 42, is a ~~summary~~business executive with over fifteen years of ~~the~~experience ~~Agreement~~in brand development, licensing and ~~the~~operations. ~~Exchange~~Mr. ~~Agreement~~Costley ~~involved~~has consistently been able to utilize his unique entrepreneurial spirit and keen market insight to identify quality, revenue generating, brand extension, acquisition, licensing, and distribution opportunities for companies in the ~~transaction~~retail ~~described~~and ~~above~~consumer products sectors. Throughout his career Mr. Costley has been involved with many major consumer products brands, isincluding ~~not~~Converse, ~~complete~~Pony, FIFA, YMLA, Loudmouth Golf, Roland Garros - French Open, Mano Swartz Furs, and isothers ~~qualified~~as ineither ~~its~~a ~~entirety~~licensee, bybrand ~~reference~~manager, toowner/operator ~~the~~or ~~full~~consultant. ~~text~~Mr. ofCostley is the ~~Agreement~~co-founder of boutique licensing and ~~the~~brand ~~Exchange~~extension ~~Agreement~~agency, ~~which~~The ~~are~~Brand ~~attached~~Liaison, as ~~exhibits~~well toas ~~this~~the ~~Current~~co-founder ~~Report~~of onSTI ~~Form~~Signature ~~8-K.~~Sprits ~~Readers~~Group, ~~should~~LLC, ~~review~~a subsidiary of the ~~Agreement~~Company, which focuses on developing and launching unique craft spirits and celebrity branded alcoholic beverage brands. For the ~~Exchange~~past ~~Agreement~~three ~~for~~years aMr. ~~complete~~Costley ~~understanding~~has served as the CEO of Village Tea Company Distribution Company, Inc., owner of the ~~terms~~Village ~~and~~Tea ~~conditions~~Company brand of premium loose leaf tea, tea accessories, distributor of Pura Organic Agave Sweetener, Pura Natural Flavored Tea and other related brands and products. Mr. Costley is currently the ~~transaction~~CEO ~~described~~of ~~above~~its parent company, Affinity Beverage Group, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 30, 2015, the Company disposed of the Village Tea assets as described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		~~Securities~~Separation ~~Exchange~~ Agreement entered into on ~~October~~November 305, 2015, by and among ~~the~~Gilbert ~~Company,~~Steedley ~~Affinity Beverage Group, Inc.~~ and ~~Village~~the ~~Tea Distributors, Inc.~~Company
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

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: November 5, 2015

/s/ Gilbert Steedley

Gilbert Steedley

CEO

Filing Compare · ACCEL BRANDS, INC.