OVERVIEW, NATURE OF OPERATIONS AND BASIS OF PRESENTATION	9 Months Ended
Mar. 31, 2015
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	1. OVERVIEW, CHANGE IN BUSINESS MODEL, NATURE OF OPERATIONS AND BASIS OF PRESENTATION Overview Accel Brands, Inc. (formerly - AccelPath, Inc.) (the “Company”) includes the following entities: Wholly-owned subsidiaries: Accelpath LLC (“Accelpath”) Genex (See Item 5- Other Information for more detail) Majority Owned Subsidiaries: Village Tea Distributors Company, Inc. (“Village Tea”) – 70% owned STI Signature Spirits Group, LLC (“STI”) . -52% owned Material Definitive Agreements Village Tea On October 16, 2014, Accel Brands entered into an Securities Purchase Agreement with the common stock and preferred stock shareholders (the “Sellers”) of Village Tea holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Village Tea, is a provider of environmentally-friendly exotic teas sourced directly from growers throughout Asia and Africa. Combining exquisite taste with extraordinary health benefits, the Company plans to create a niche presence in the tea market and provide its products through leading health food retail chains, major retailers, specialty shops and its own outlets. Upon the closing of the transaction on October 24, 2014, Village Tea became a majority-owned subsidiary of Accel Brands. Accel Brands issued 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, Series J. The Series J Preferred Stock has a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accel Brands at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accel Brands agreed to assume $538,500.00 worth of the debt obligations of Village Tea in connection with the Agreement. The foregoing information is a summary of the 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, which is attached an exhibit. Please see our Form 8-K filed October 16. 2014 and related exhibits incorporated by reference in this report for more detail. STI On February 5, 2015, The Company entered into a Securities Purchase Agreement (the “Agreement”) with STI, and the members of STI (collectively referred to as the Sellers). Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing 52% of the outstanding membership units of STI (the “Majority Interest”), to the Company. In exchange for the Majority Interest, the Company shall issue shares of a newly created Series K preferred stock (the “Preferred Stock”) with a stated value of $750,000 and $55,000 of restricted common stock of the Company and will assume $485,516.53 worth of STI’s debt. Further, the Sellers shall be entitled to additional shares of Preferred Stock with a stated value of $2,250,000 pursuant to a three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015. The foregoing information is a summary of the 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, which is attached an exhibit. Please see our Form 8-K filed February 10. 2015 and related exhibits incorporated by reference in this report for more detail. Change in Business Model and Nature of Operations Through the material definitive agreements cited above, the Company has changed its focus from a provider of pathological diagnostic services to a provider of high quality teas and spirits. For segment reporting purposes, these are considered to be one segment, Beverages. Our Beverage segment consists of Village Tea and STI. Village Tea, headquartered in National Harbor, MD is the owner of the Village Tea Company brand of premium loose leaf teas and tea accessories. We were incorporated in the State of Texas on January 11, 2011. Village Tea, sources high-quality, unique teas that are blended to create distinct flavor combinations which are packaged in a variety of creative and earth-friendly ways for wholesale and retail sales. The brand is currently available in several major retailers in North America including Vitamin Shoppe®, Whole Foods® Markets, Winners®, HomeSense® Akins/Chamberlin® Natural Foods Markets and many other independent specialty and grocery store retailers. Village Tea products are also available through ecommerce retailers such as Amazon, the company's own website, www.villageteaco.com and others. STI headquartered in New York City is the owner of two brands of Tequila , Copa Imperial and Tiny’s Tequila. Both brands are very high quality and appeal to targeted niche segments. We are a State of New York limited liability company and began operations in January 2013. Copa Imperial Copa Imperial (“Copa”) is a premium tequila brand made in Mexico. There are four products (the “Copa Tequilas”) : a) Tequila Blanco (“White Tequila”) , b) Tequila Reposado (“Tranquil Tequila), c) Tequila Anejo (“Old Tequila”) and d) Tequila Extra Anejo (“Very Old Tequila.”) Each product has its specific visual appearance, aromatic scent and taste that distinguishes itself from the others as well as competitive tequilas. The Copa Tequilas get their high quality through the use of 100% organic blue agave. In fact, the Copa Tequilas are the world’s first certified organic and kosher Tequila and get their distinctive taste through their mixture of ingredients and the aging process. The target market for the Copa Tequilas is professional men between 25 and 40 who drink occasionally but who enjoy a high quality experience when they drink. They will be sold through high-end hotels and quality drinking establishments. Tiny’s Tequila Tiny’s Tequila is hosted by Grammy Award winning singer/songwriter Tameka “Tiny” Harris. Tiny was looking to develop a line of premium infused sipping tequila that has great taste and minimal burn. Currently, there are two products, Orange Blossom and Lime Light that are great tasting but also give a subtle finish. All natural ingredients combined with a new age refinement give a wonderful taste. This product line is geared mostly towards the young professional female. The Company provides the bottles for this work and receives a share of the proceeds when it is sold to the distributor. See our website at www.tinystequila.com for more information. Accelpath LLC, our pathology diagnostic service ceased to be active during the quarter ended December 31, 2014. Basis of Presentation The accompanying consolidated financial statements include the operations of the Company, its wholly-owned subsidiary Accelpath, LLC its 70% owned consolidated subsidiary, Village Tea and its 52% owned subsidiary, STI. The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission. Recent Accounting Pronouncements There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements.

OVERVIEW, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

Mar. 31, 2015

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

1. OVERVIEW, CHANGE IN BUSINESS MODEL, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Overview

Accel Brands, Inc. (formerly - AccelPath, Inc.) (the “Company”) includes the following entities:

Wholly-owned subsidiaries:

Accelpath LLC (“Accelpath”)

Genex (See Item 5- Other Information for more detail)

Majority Owned Subsidiaries:

Village Tea Distributors Company, Inc. (“Village Tea”) – 70% owned

STI Signature Spirits Group, LLC (“STI”) . -52% owned

Material Definitive Agreements

Village Tea

On October 16, 2014, Accel Brands entered into an Securities Purchase Agreement with the common stock and preferred stock shareholders (the “Sellers”) of Village Tea holding seventy percent (70%) of common stock and all the Series A Preferred Stock of Village Tea. Village Tea, is a provider of environmentally-friendly exotic teas sourced directly from growers throughout Asia and Africa. Combining exquisite taste with extraordinary health benefits, the Company plans to create a niche presence in the tea market and provide its products through leading health food retail chains, major retailers, specialty shops and its own outlets. Upon the closing of the transaction on October 24, 2014, Village Tea became a majority-owned subsidiary of Accel Brands. Accel Brands issued 1,525 shares of a newly designated series of convertible preferred stock to the Sellers, Series J. The Series J Preferred Stock has a stated value per share equal to $1,000, shall pay an annual dividend of 10% in cash or common stock, and shall be convertible at the holder’s option, subject to beneficial ownership limitations, into shares of the common stock of Accel Brands at a conversion price equal to eighty percent (80%) of the lowest closing bid price for the Common Stock during the thirty (30) trading days immediately preceding a Conversion Date. Accel Brands agreed to assume $538,500.00 worth of the debt obligations of Village Tea in connection with the Agreement.

The foregoing information is a summary of the 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, which is attached an exhibit. Please see our Form 8-K filed October 16. 2014 and related exhibits incorporated by reference in this report for more detail.

STI

On February 5, 2015, The Company entered into a Securities Purchase Agreement (the “Agreement”) with STI, and the members of STI (collectively referred to as the Sellers). Under the terms of the Agreement, the Sellers will sell 52.78 membership interests in STI, representing 52% of the outstanding membership units of STI (the “Majority Interest”), to the Company. In exchange for the Majority Interest, the Company shall issue shares of a newly created Series K preferred stock (the “Preferred Stock”) with a stated value of $750,000 and $55,000 of restricted common stock of the Company and will assume $485,516.53 worth of STI’s debt. Further, the Sellers shall be entitled to additional shares of Preferred Stock with a stated value of $2,250,000 pursuant to a three year earn out based on the number of units sold and booked by STI for each calendar year beginning the 2015.

The foregoing information is a summary of the 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, which is attached an exhibit. Please see our Form 8-K filed February 10. 2015 and related exhibits incorporated by reference in this report for more detail.

Change in Business Model and Nature of Operations

Through the material definitive agreements cited above, the Company has changed its focus from a provider of pathological diagnostic services to a provider of high quality teas and spirits. For segment reporting purposes, these are considered to be one segment, Beverages. Our Beverage segment consists of Village Tea and STI.

Village Tea, headquartered in National Harbor, MD is the owner of the Village Tea Company brand of premium loose leaf teas and tea accessories. We were incorporated in the State of Texas on January 11, 2011.

Village Tea, sources high-quality, unique teas that are blended to create distinct flavor combinations which are packaged in a variety of creative and earth-friendly ways for wholesale and retail sales. The brand is currently available in several major retailers in North America including Vitamin Shoppe®, Whole Foods® Markets, Winners®, HomeSense® Akins/Chamberlin® Natural Foods Markets and many other independent specialty and grocery store retailers. Village Tea products are also available through ecommerce retailers such as Amazon, the company's own website, www.villageteaco.com and others.

STI headquartered in New York City is the owner of two brands of Tequila , Copa Imperial and Tiny’s Tequila. Both brands are very high quality and appeal to targeted niche segments. We are a State of New York limited liability company and began operations in January 2013.

Copa Imperial

Copa Imperial (“Copa”) is a premium tequila brand made in Mexico. There are four products (the “Copa Tequilas”) : a) Tequila Blanco (“White Tequila”) , b) Tequila Reposado (“Tranquil Tequila), c) Tequila Anejo (“Old Tequila”) and d) Tequila Extra Anejo (“Very Old Tequila.”) Each product has its specific visual appearance, aromatic scent and taste that distinguishes itself from the others as well as competitive tequilas. The Copa Tequilas get their high quality through the use of 100% organic blue agave. In fact, the Copa Tequilas are the world’s first certified organic and kosher Tequila and get their distinctive taste through their mixture of ingredients and the aging process.

The target market for the Copa Tequilas is professional men between 25 and 40 who drink occasionally but who enjoy a high quality experience when they drink. They will be sold through high-end hotels and quality drinking establishments.

Tiny’s Tequila

Tiny’s Tequila is hosted by Grammy Award winning singer/songwriter Tameka “Tiny” Harris. Tiny was looking to develop a line of premium infused sipping tequila that has great taste and minimal burn. Currently, there are two products, Orange Blossom and Lime Light that are great tasting but also give a subtle finish. All natural ingredients combined with a new age refinement give a wonderful taste. This product line is geared mostly towards the young professional female. The Company provides the bottles for this work and receives a share of the proceeds when it is sold to the distributor.

See our website at www.tinystequila.com for more information.

Accelpath LLC, our pathology diagnostic service ceased to be active during the quarter ended December 31, 2014.

Basis of Presentation

The accompanying consolidated financial statements include the operations of the Company, its wholly-owned subsidiary Accelpath, LLC its 70% owned consolidated subsidiary, Village Tea and its 52% owned subsidiary, STI.

The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity.

All significant inter-company balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, without being audited, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary to make the financial statements not misleading have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission.

Recent Accounting Pronouncements

There have been no recently issued accounting pronouncements that have had or are expected to have a material impact on the Company’s consolidated financial statements.