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):  September 5, 2014

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.)

1685 S. Colorado Blvd, Unit S291

Denver, CO 80222

(Address of principal executive offices and Zip Code)

(720) 281-7143

 (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):

	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 September 8, 2014, DC Brands International, Inc., a Colorado corporation, (the “Registrant") executed a binding letter of intent with Lotus MMJ Consulting LLC (“Lotus”) and DC Brands Green Investors, LLC (“Green”), the Registrant’s subsidiary, pursuant to which Lotus agreed to effectuate a merger with Green with Green being the surviving entity. As partial consideration for the merger the Registrant will issue to Lotus 1,000 shares of its Series E Convertible Preferred Stock and the owners of Lotus will receive a twenty percent interest in Green. The Registrant committed to provide working capital to Green in the form of a revolving promissory note in the amount of $200,000. A copy of the Binding Letter of Intent is attached as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing descriptions of the Binding Letter of Intent is qualified in their entirety by reference to the full text of the Binding Letter of Intent, a copy of which is attached hereto as Exhibit 10.1 

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

Effective September 5, 2014, our Certificate of Incorporation was amended to effectuate a reverse stock split (the “Stock Split”) of the issued and outstanding shares of our common stock on 1 for 100 basis.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which are filed as Exhibits 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.	Description of Exhibit
3.1	Articles of Amendment to the Articles of Incorporation
10.1	Binding Letter of Intent.

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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: September 11, 2014	By:	/s/ Robert H. Armstrong
		Robert H. Armstrong
		Chief Financial Officer

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

DC BRANDS INTERNATIONAL, INC.

Pursuant to CRS 7-90-301 and 7-110-106 of the Colorado Revised Statutes, the undersigned person, desiring to amend the Articles of Incorporation of DC BRANDS INTERNATIONAL, INC., under the laws of the State of Colorado, does hereby sign, verify, and deliver to the Office of the Secretary of State of Colorado, this Amendment to the Articles of Incorporation for the above-named company (hereinafter referred to as the "Company"):

The amendment contained herein was approved by a majority vote of shareholders of the Company on July 31, 2014.

FIRST: The Articles of Incorporation of the Company were first filed and approved by the Office of the Secretary of State of Colorado on April 29, 1998. This Amendment to the Articles will become effective upon the filing of the Articles of Amendment with the Colorado Secretary of State.

SECOND: That ARTICLE III shall be amended by adding at the end thereof the following: “Effective as of September 5, 2014 each share of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's board of directors will be subject to a 1 for 100 reverse stock split, with all fractional shares being rounded up to the nearest whole share.”

All other aspects of Article III shall remain unchanged.

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to the Articles of Incorporation to be signed by Robert H. Armstrong, its Chief Financial Officer, this 3^rd day of September, 2014. 

 /s/ Robert H. Armstrong

Robert H. Armstrong

Chief Financial Officer

EX-10.1

Exhibit 10.1

LETTER OF INTENT FOR BUSINESS TRANSACTIONS

PERSONAL & CONFIDENTIAL

September 5 2014

(the "Effective Date")

This binding letter of intent (the "Letter of Intent") is made by and between the following entities: (i) Lotus MMJ Consulting LLC, a Colorado limited liability company ("Lotus"), (ii) DC Brands International, Inc., a Colorado corporation ("DC"), (iii) DC Brands Green Investors, LLC, a Colorado limited liability company ("Green"), and together with Lotus, DC, and DC Green, each a "Party" and collectively the "Parties") and sets forth the general terms and conditions of the Parties' agreement to effectuate a merger of their respective entities (the "Proposed Transaction"). This Letter of Intent contains binding provisions of understanding between the Parties.

RECITALS

A.    Lotus is a Colorado based limited liability company engaged in the medical marijuana consulting industry in Colorado and is actively expanding its operation to provide medical marijuana consulting services on a nationwide bases and Lotus is currently seeking investment capital in order to effectuate its expansion.

B.    DC is a Colorado based corporation that is publicly listed on the Over the Counter Bulletin Board ("OTCBB") market and is fully compliant with all Securities and Exchange Commission ("SEC") reporting requirements.

C.    Green is a Colorado based limited liability company currently providing consulting services to the medical marijuana industry and is looking to expand its operations into the State of Colorado.

NOW, THEREFORE, in consideration of the mutual covenants, obligations and agreements set forth in this Agreement and in the Existing Option Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties represent and agree as follows:

1.   PROPOSED TRANSACTION.

The Proposed Transaction requires additional documentation and approvals, including the preparation and approval of one or more final agreements (the "Final Agreements") setting forth the terms and conditions of the Proposed Transaction in further detail. Before the Final Agreements are reached, the Parties would like to confirm that they share an understanding of the principal terms and conditions of the Proposed Transaction, and that all Parties are willing to proceed in mutual good faith to work toward Final Agreements and a closing consistent with these terms.

Letter of Intent - Lotus MMJ Consulting LLC

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The proposal is as follows:

1(a)     Lotus agrees to effectuate a merger with Green and complete the Proposed Transaction. Green will be the surviving operating entity and will operate its business and will be rebranded as the "Lotus Consulting Group." The terms of the merger will be more particularly described in the Final Agreements.

1(b)     As partial consideration for Lotus merging with Green and completing the Proposed Transaction, Lotus will receive from DC one thousand (1,000) shares of Series E Convertible Preferred Stock ("Series E Stock") of DC. Each share of Series E Stock shall be convertible into $2,500 of DC Common Stock at any time after thirteen (13) months of issuance to Lotus. As an example, and for the avoidance of doubt, if 13 months and 1 day after issuance of the Series E Stock to Lotus, Lotus chooses to convert 100% of its Series E Stock, the result will be that Lotus will have two million five hundred thousand and NO/100ths Dollars ($2,500,000.00) worth of DC Common Stock.

1(c)     As partial consideration for Lotus merging with Green and completing the Proposed Transaction, Green shall provide Lotus with a twenty percent (20%) non-dilutive Class A Membership Interest in Green. 1(d) As partial consideration for Lotus merging with Green and completing the Proposed Transaction, DC, shall commit to provide working capital to Green in the form of a revolving promissory note in the amount of two hundred thousand and NO/100ths Dollars ($200,000.00), with the first draw of fifty thousand and NO/100ths Dollars ($50,000.00) to be made on the date that is five (5) business days after the Closing Date.

1(e)     The post-merger management structure of Green shall be more particularly described in Green's First Amended and Restated Operating Agreement and will be as follows:

(i)	Erik Santus shall act as Green's President and Chief Executive  Officer.
(ii	Bob Armstrong shall act as Green's Chief Financial Officer.
(iii)	Green shall have a five (5) member Advisory Committee consisting of the following individuals: (1) Erik Santus, (2) Hung Nguyen, (3) Bob Armstrong, (4) Dave Coppfer, and (5) Ernest Martin.

1(f)     Erik Santus and Bob Armstrong will be paid an annual salary for managing Green, the amount of which shall be determined by the Advisory Committee at a later date.

1(g)     As of the Effective Date, all revenues earne and expenses derived by Lotus shall flow through Green, all in accordance with Green's First Amended and Restated Operating Agreement..

Letter of Intent - Lotus MMJ Consulting LLC

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1(h)     Erik Santus and Hung Nguyen also own and operate Lotus Medical, LLC  ("Lotus Medical"), a Colorado limited liability company that serves as a medical  marijuana dispensary center in the State of Colorado. As partial consideration for completing the Proposed Transaction, Lotus Medical agrees to engage the services of Green to provide Lotus Medical with accounting, payroll, cash flow management, and  financial reporting, all as more particularly described in the Final Agreements. Lotus  Medical is NOT part of the merger or Proposed Transaction and is only engaging Green  for those services provided under this Section 1(i). Lotus Medical is not a Party under this Letter of Intent.

1(i)     Within 1 day following the Effective Date, the Parties agree to draft and  supply a press release announcing the merger and Proposed Transaction between the  Parties. The press release will includes such information as (but not be limited to): (1)  the newly formed structure of the medical marijuana consulting entity, (2) new  management structure and branding initiative, (3) overview of current consulting  agreements, and (4) company overview and financial projections for the next three (3) years of operation.

(j) Within 30 days following the Effective Date, the parties agree to use their  best efforts to complete a new website that encompasses the Proposed Transaction and is  geared towards new investors and highlights material details of the newly merged  company and its operations.

2. TIMING.

The Parties shall execute the Final Agreements and close the Proposed Transaction on or  before October 1, 2014 (the "Closing Date").

3. FINAL AGREEMENTS.

The Final Agreements will include customary covenants, conditions, representations, and  warranties, which will be made as of the Closing Date. The Parties recognize that this is a  binding Letter of Intent, however, there may be additional elements for negotiation and  inclusion.

4. ACCESS TO INFORMATION.

While this Letter of Intent remains in effect, each Party and its advisors shall have  reasonable access to the other Party's books, records, and personnel files, and shall  receive such financial and operational data and other information as that Party shall  reasonably request. Any information so received shall be kept confidential by the  receiving Party and shall be used only for the purpose of consummating the Proposed  Transaction. On termination or expiration of this Letter of Intent, each Party shall return [promptly] any and all printed information received from the other Party in connection with the Proposed Transaction.

Letter of Intent - Lotus MMJ Consulting LLC

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AGREED AND ACCEPTED:
DC BRANDS INTERNATIONAL, INC.	LOTUS MMJ CONSULTING, LLC
/s/ Robert H. Armstrong	/s/ Erik Santu Managing
Robert H. Armstrong	Erik Santu Managing
CEO & CFO	Managing Member
DC BRANDS GREEN INVESTORS, LLC.	LOTUS MMJ CONSULTING, LLC
/s/ Robert H. Armstrong	/s/ Hung Nguyen
Robert H. Armstrong	Hung Nguyen
CEO & CFO	Managing Member

Letter of Intent - Lotus MMJ Consulting LLC

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