8-K

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):  May 3, 2012

DC BRANDS INTERNATIONAL, INC.

 (Exact name of registrant as specified in its charter)

Colorado	000-054031
(State or other jurisdiction of incorporation)	(Commission File No.)

9500 W. 49th Avenue, Suite D-106

Wheat Ridge, CO 80033

(Address of principal executive offices and Zip Code)

303-279-3800

 (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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

ITEM 5.02          DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On May 3, 2012, DC Brands International, Inc. (the “Company”) received written notice of the resignation of Richard Pearce as President of the Company, effective as of May 7, 2012. The resignation did not involve any disagreement with the Company.  Mr. Pearce will remain as the C.E.O. and Chairman of the Board.

On May 7, 2012, Stephen F. Horgan was appointed as President and Chief Operating Officer of the Company.  There are no family relationships between Mr. Horgan and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Horgan that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Horgan will be paid a monthly salary of Twelve Thousand Five Hundred Dollars ($12,500), which amount will be increased to Twenty Thousand Dollars ($20,000) at such time as the Company has opened five thousand (5,000) outlet locations.  In addition, the Company will issue to Mr. Horgan up to one hundred million (100,000,000) shares of its common stock as follows: (i) twenty-five million (25,000,000) shares will be issued commencement of employment, (ii) twenty-five million (25,000,000) shares will be issued at such time as the Company has opened two thousand five hundred (2,500) outlet locations and the first paid purchase order has been reordered; and (iii) twenty-five million (25,000,000) shares will be issued for each additional two thousand five hundred (2,500) outlet locations that are opened upon reorder of the first paid purchase order.

Stephen F. Horgan, age 55, has extensive experience as a senior executive in the beverage industry.  In 2010, Mr. Horgan founded Brand Aspirations, an advertisement and investment company.  Prior thereto, from 2005 through 2010, he worked at Coors Brewing and then Miller-Coors, where he was a lead customer officer and then Vice President of the Southeast Region.  Prior thereto, he spent over twenty years at The Coca-Cola Company building a record innovation and success in operations, sales, customer management and commercialization.  In 1997, Mr. Horgan was promoted to Vice President, after which he served in a variety of domestic and international markets including leading the creation and development of The Coca-Cola Company’s worldwide Walmart organization and business.

ITEM 8.01           OTHER EVENTS

On May 3, 2012, the Company issued a press release announcing the resignation of Richard Pearce as President of the Company, as set forth above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On May 7, 2012, the Company issued a press release announcing the appointment of Stephen F. Horgan as President and Chief Operating Officer of the Company, as set forth above.  A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 8.01 and Exhibits 99.1 AND 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
Exhibit No.	Description of Exhibit
99.1	Press Release dated May 3, 2012
99.2	Press Release dated May 7, 2012

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.

	DC BRANDS INTERNATIONAL, INC.
Date: May 11, 2012	By:	/s/ Richard Pearce
		Richard Pearce
		Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE  CONTACT:  Wade Brantley wbrantley@dc-brands.com

DC Brands International, Inc. Announces Search for New Leadership at

 H.A.R.D. Nutrition

DENVER, COLO. – May 3, 2012 - DC Brands International, Inc., a publicly reporting company under the ticker symbol (OTC/HRDN - News), today announces that it is in the final stages of identifying and announcing new leadership at H.A.R.D. Nutrition.

The Company has conducted an exhaustive search over the previous few months to find the appropriate person to take over the helm, and the day-to-day operations, at H.A.R.D. Nutrition. The search has focused on several individuals within the beverage industry that have significant experience, along with established networks and relationships.

Richard Pearce, President and CEO said, “This has been a very difficult decision for me to make personally, but I believe that it is the right thing to do, and the right time to do it. I have come to recognize that no matter how hard we seemingly try, we are just not producing the sales and revenue to make this a profitable company. I am obviously disappointed, but it became quite clear to me that after investing more than $1 million into a failed infomercial, and getting absolutely no positive results, that something drastic must be done. So in the best interest of all of the shareholders, myself included, I have decided to step aside and let a beverage industry veteran take the reigns as President of the Company, and focus on the day-to-day operations at H.A.R.D. Nutrition.”

Pearce continued, “I believe that very few company presidents can be successful in continuously acting as both the architect/designer and also the carpenter/artist as the company grows. I am most successful and comfortable in being the creator and inventor. I know I have created a better line of functional beverages, that far exceed anything else available, but now it is time for someone else to take the idea and product, and execute the distribution plan, and grow H.A.R.D. Nutrition into a household name. I am very proud of our new shrunk-wrapped labels, and anticipate that the brand is now poised to grow because of this design change. I am still one-hundred percent convinced that H.A.R.D. Nutrition Functional Water Systems truly are the best products out there, because they work!”

Pearce also said, “I have put my heart and my soul into this Company, and it is just like a child to me. But every parent knows that at some point you must do what is best for your child, no matter how personally painful it might be. It’s like sending a child off to college, difficult to do, but necessary for the growth and advancement of that child. It is clear that what I am doing for the Company is not working, and I just simply can’t afford to continuously put in sixty-plus hours every week, living on the road away from my family, essentially for free.  I will miss my staff of wonderful and extraordinary people. I’m not sure what I am going to do next, or where I will go, but I wish the Company the very best, and will continue to do everything I can to help if called upon.”

Pearce added, “I have learned over the past seven years that the beverage industry is rather incestuous, and that established relationships are necessary if a struggling and growing beverage company is to have success. Our meeting last week with Jewel-Osco is a direct result of such a relationship, and that is why I believe it is paramount that this Company have an entrenched beverage industry expert to take it to the next level. I expect that I will be able to announce who the new leader will be sometime next week.”

To see the new-look H.A.R.D. Nutrition Functional Water System bottles go to www.hardnutrition.com

About DC Brands International:

DC Brands International, a publicly traded company under the ticker symbol (HRDN), presently specializes in the manufacturing of its functional beverages and health products. Established in 1998, DC Brands began producing a number of lines of energy drinks in 2005.  DC Brands then purchased the assets of H.A.R.D. Nutrition and began its quest to produce a new health line of products.  DC Brands has recently announced the release of its new H.A.R.D. Nutrition Functional Water Systems, which it expects will revolutionize the functional beverage category.

For more information on DC Brands International, Inc. and its HARD Nutrition Functional Water Systems, visit its website at www.hardnutrition.com.

This release includes forward-looking statements on our current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include statements regarding any new leadership at H.A.R.D. Nutrition contributing to a positive change in the Company and its ability to be profitable.  or any increase or growth of sales of H.A.R.D. Nutrition Functional Water Systems resulting from new leadership.

The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in our forward-looking statements include, among others, Pearce’s optimism about the new direction of the Company as a result of new leadership and other risk factors affecting our business as described in our recent Registration Statement on Form S-1. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release based on new information, future events, or otherwise, except as required by law.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE CONTACT:  Wade Brantley wbrantley@dc-brands.com

DC Brands International, Inc. Announces Stephen F. Horgan as the New President of

 H.A.R.D. Nutrition

DENVER, COLO. – May 7, 2012 - DC Brands International, Inc., a publicly reporting company under the ticker symbol (OTC/HRDN - News), today announces that Stephen F. Horgan will assume the duties as President and COO of DC Brands International, Inc., effective immediately.

Mr. Horgan has extensive experience as a senior executive in the beverage industry. He spent more than twenty years of his twenty-six years in the industry with Coca-Cola, building a record of innovation and success in operations, sales, customer management and commercialization. After being promoted to Vice President in 1997, Horgan served in a variety of domestic and international markets including leading the creation and development of The Coca-Cola Company’s world wide Walmart organization and business. Subsequently, Mr. Horgan founded advisement and investment company, Brand Aspirations in 2010.  Prior to that he spent nearly five years with Coors Brewing and then with Miller-Coors, first as lead customer officer then as Vice President of the Southeast Region.

Richard Pearce, President and CEO said, “This is an incredible event for H.A.R.D. Nutrition. Stephen’s pedigree in the beverage industry is more than impressive. His extensive experience combined with his unparalleled retail and customer knowledge will bring immediate value and retail impact to H.A.R.D. Nutrition. I am anticipating that good things will begin to occur very quickly with this Company, and am excited to see what will be obvious successes with Stephen at the helm.

Pearce added, “Stephen will have one-hundred percent control of the day-to-day operations of H.A.R.D. Nutrition, and I will maintain my role as Chairman of the Board of Directors and CEO. You can’t ask someone to assume the responsibility to accomplish a mission if you don’t give them the authority to do so, and I am committed to give Stephen the full authority to do what he believes is necessary to implement his plan and move this Company forward in the way he sees best fit. The primary focus for this organization is to now to support Stephen with the necessary resources in order to increase sales and market exposure.”

Mr. Horgan said,” I am excited to be leading the DC Brands International business. Richard and “Dr. Bob” Nikkel have developed leading edge products and built a solid business foundation since H.A.R.D. Nutrition was acquired.  The timing could not be better for a transition to brand building and market expansion.  American consumers are looking for products to aide them in creating and living a healthy lifestyle, and H.A.R.D. Nutrition will be at the forefront of fulfilling these needs.  Our primary focus will be getting H.A.R.D. Nutrition into the hands of consumers through the world’s leading retailers.”

About DC Brands International:

DC Brands International, a publicly traded company under the ticker symbol (HRDN), presently specializes in the manufacturing of its functional beverages and health products. Established in 1998, DC Brands began producing a number of lines of energy drinks in 2005.  DC Brands then purchased the assets of H.A.R.D. Nutrition and began its quest to produce a new health line of products.  DC Brands has recently announced the release of its new H.A.R.D. Nutrition Functional Water Systems, which it expects will revolutionize the functional beverage category.

For more information on DC Brands International, Inc. and its HARD Nutrition Functional Water Systems, visit its website at www.hardnutrition.com.

This release includes forward-looking statements on our current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based upon current beliefs, expectations and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and include any anticipated success as a direct  result of the change of leadership of the Company and its ability to be profitable or increase sales of H.A.R.D. Nutrition Functional Water Systems.

The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in our forward-looking statements include, among others Pearce’s optimism about Horgan’s ability to improve the operations of the Company or increase its sales or market exposure, and other risk factors affecting our business as described in our recent Registration Statement on Form S-1. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release based on new information, future events, or otherwise, except as required by law.