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):  June 5, 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 5.01.    Changes in Control of Registrant.

On June 5, 2012, a change in control of DC Brands International, Inc. (“DC Brands” or the “Company”) occurred when Richard Pearce sold all of his 91,111 shares of Series A Preferred Stock (the “Preferred Stock”) in a private share purchase transaction to Stephen Horgan, the Company’s Chief Executive Officer, President and Chairman of the Board.  Mr. Pearce sold his shares to Mr. Horgan for a non-recourse note in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000), which note is secured by the Preferred Stock.  Mr. Horgan now has voting control over 51.25% of the Company’s outstanding equity of the Company.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2012, the Company announced Mr. Horgan’s appointment as Chief Executive Officer and Chairman of the Board and Richard Pearce’s resignation as Chief Executive Officer and Chairman of the Board of the Company.  In connection with his resignation the Company entered into a Severance Agreement and Release (the “Severance Agreement”) with Mr. Pearce.

Set forth below is a description of the terms of the Severance Agreement that the Company deems to be material; however the Company does not purport that such description is a complete description of all of the terms of the Severance Agreement:

·   Mr. Pearce irrevocably and voluntarily resigned for the purposes of retirement from his position as Chairman and Chief Executive Officer of the Company and from the Board of Directors of the Company and all of its subsidiaries or affiliates as of the Effective Date of the Severance Agreement.

·   As of June 5, 2012, Mr. Pearce will have no further obligation or authority to perform duties and functions on behalf of DC Brands and/or its subsidiaries or affiliates and will refrain from performing such duties or functions; however, Mr. Pearce agreed to cooperate with DC Brands as necessary for the business of DC Brands when requested by the President, Chief Executive Officer and/or Chairperson of the Board.

·   The Company will pay Mr. Pearce all accrued and unpaid base salary and expense reimbursement owed to him to date of Four Million Seven Hundred Seventy-Five Thousand Eight Hundred Thirty-Four Dollars ($4,775,834) in accordance with the terms of a secured convertible promissory note (the “Note”), which will be secured by the property, equipments and intellectual property of the Company and provide for the ability to convert to common stock at a sixty percent (60%) discount to market.

·   Mr. Pearce shall have the right to receive at no cost to him up to Five Hundred Dollars ($500) worth of Hard Nutrition products for his personal use (based upon the cost of the products to the Company) per month until such time as the Note is paid in full.

·   The Company agreed to issue to Cut & Dried Productions, LLC (“Cut & Dried”) a promissory note in the principal amount of the short term loans from Cut & Dried which is approximately Four Hundred Thousand Dollars ($400,000)), which note shall provide that the loan is to be repaid at the rate of One Hundred Thousand Dollars ($100,000) per month until paid in full and to issue additional notes evidencing debt as well as to make certain future bonus payments.

·   The Company also agreed to pay a bonus to various named employees and consultants having an aggregate value of $1.8 million dollars, payable in the discretion of the Company in the form of stock or cash or a combination thereof, half of which is payable six months from the date of the Severance Agreement and the balance of which is payable one year from the date of the Severance Agreement.

·   For a period commencing on the Effective Date of the Agreement and ending June 5, 2013, Mr. Pearce agreed not to, directly or indirectly, either for himself or any other person, own, manage, control, materially participate in, invest in, permit his name to be used by, act as consultant or advisor to, render material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise assist in any manner any business which is a competitor of DC Brands and/or its subsidiaries or affiliates.

·   The Severance Agreement also contains additional provisions which are customary for agreements of this type. These include confidentiality provisions.

·   In connection with the foregoing and in consideration of the undertakings of the Company, Mr. Pearce executed a Release pursuant to which he agreed not to sue DC Brands, its affiliates, subsidiaries, divisions, and related parties. The Severance Agreement contained a similar release from DC Brands to Mr. Pearce.

·   Mr. Pearce’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. 

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Item 9.01     Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.	Description of Exhibit
99.1	Press Release dated June 5, 2012

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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: June 11, 2012	By:	/s/ Robert H. Armstrong
		Robert H. Armstrong
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

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

DC Brands International, Inc. Announces that Stephen F. Horgan, Brand Aspirations Founder and Former Coca-Cola and Coors Veteran Buys Controlling Interest of DC Brands International, Inc./dba/H.A.R.D. Nutrition.

DENVER, COLO. – June 5, 2012 - DC Brands International, Inc., a publicly reporting company under the ticker symbol (OTC/HRDN - News), today announces that Mr. Stephen Horgan, hired in April as the Company's new COO and President, has reached a private agreement with Richard Pearce, Founder, CEO, and Chairman of the Board of Directors of DC Brands, to acquire controlling voting interest in the Company.

Mr. Horgan said, "After spending the last month assessing the Company and its prospects, and seeking advice and counsel with my peers and colleagues in the industry about the H.A.R.D. Nutrition Brand, I became overwhelmingly encouraged with the feedback I was receiving. I am confident that not only is the health and nutrition conscious consumer waiting for a brand like H.A.R.D. Nutrition, but the retail industry is ready to provide it. This analysis, combined with the strong team already in place, led me to conclude and believe that we can develop H.A.R.D. Nutrition into a national innovative force in the functional beverage industry."

Horgan continued, "I have the greatest respect for Mr. Pearce and consider him to be one of the most unique and innovative entrepreneurs I have met. However, he also recognized that he did not have the beverage experience or established relationships required to move this brand into the broader national market. Our discussions in this context led to my proposal to Mr. Pearce. As always Richard reviewed this proposition with the best interest of the Company and its shareholders in mind, and further discussions evolved into a structured agreement by which I would purchase his preferred stock in the Company, effective as of 12:00 P.M. EST today. As the majority shareholder I will assume the responsibilities of President and CEO, and Mr. Pearce has resigned as an officer and director of the Company.”

Horgan added, “I am truly excited with the challenge ahead. I know Richard accepts this agreement with mixed emotions and I wish him the very best in his future endeavors and thank him for his years of tireless service and dedication to the Company.”

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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 press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections of management. The Company intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," or variations of such words are intended to identify such forward-looking statements. The forward-looking statements contained in this press release include, but are not limited to, statements regarding the Company’s future in the industry and the expected contribution of Mr. Horgan   All forward-looking statements in this press release are made as of the date of this press release, and the Company assumes no obligation to update these forward-looking statements whether as a result of new information, future events or otherwise, other than as required by law.  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.  These uncertainties include, but are not limited to, our failure to successfully integrate our new management as well as other risks detailed in the Company's SEC reports, including the Company's Form 10-K and other filings. Copies of these filings are available at www.sec.gov.