DNAX / DNA Brands, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

DNA 브랜드, Inc.
US ˙ OTCPK

기본 통계
CIK 1419995
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DNA Brands, Inc.
SEC Filings (Chronological Order)
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October 26, 2021 CORRESP

DNA Brands, Inc. 275 E. Commercial Blvd. #208 Lauderdale-by-the-Sea, FL 33308

CORRESP 1 filename1.htm DNA Brands, Inc. 275 E. Commercial Blvd. #208 Lauderdale-by-the-Sea, FL 33308 Scott Anderegg, Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands, Inc. Post Qualification Amendment No. 1 on Form 1-A Filed September 27, 2021 File No. 024-11471 October 26, 2021 Dear Mr. Anderegg: This letter sets fo

October 22, 2021 CORRESP

DNA Brands, Inc. 275 E. Commercial Blvd. #208 Lauderdale-by-the-Sea, FL 33308

CORRESP 1 filename1.htm DNA Brands, Inc. 275 E. Commercial Blvd. #208 Lauderdale-by-the-Sea, FL 33308 Scott Anderegg, Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands, Inc. Post Qualification Amendment No. 1 on Form 1-A Filed September 27, 2021 File No. 024-11471 Dear Mr. Anderegg: We are in receipt of your letter dat

October 21, 2021 PART II AND III

PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION, DATED OCTOBER 10, 2021

PART II AND III 2 dnaxposam.htm PART II Explanatory Note: This Post-Qualification Offering Circular amends the offering circular of DNA Brands, Inc. qualified on May 6, 2021, to include the Company’s most recent financials and to amend the share price and amount of shares offered. PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION, DATED OCTOBER 10, 2021 An Offering Statement pursuant to Regulati

October 21, 2021 EX1A-4 SUBS AGMT

DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT

EX1A-4 SUBS AGMT 3 dnaxex41.htm SUBSCRIPTION AGREEMENT DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED T

October 21, 2021 EX1A-12 OPN CNSL

JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 1A-12 JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah October 20, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc. 275 E. Commercial Blvd #208 Lauderdale-by-the-Sea, FL 33308 Dear Mr. McKenzie: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation (the “Company”),

October 18, 2021 LETTER

LETTER

United States securities and exchange commission logo October 18, 2021 Adrian McKenzie Chief Executive Officer DNA BRANDS INC 275 E.

September 27, 2021 PART II AND III

PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION, DATED MARCH 10, 2021

Explanatory Note: This Post-Qualification Offering Circular amends the offering circular of DNA Brands, Inc.

April 28, 2021 PART II AND III

- PART II

Registration No. 024-11471 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A Amendment #6 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722

April 28, 2021 1-A-W

- WITHDRAWAL REQUEST

April 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.

April 28, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

EX1A-12 OPN CNSL 3 dnaxex12.htm LEGAL OPINION Exhibit 1A-12 JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah April 8, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc. 275 E. Commercial Blvd #208 Lauderdale-by-the-Sea, FL 33308 Dear Mr. McKenzie: I have acted, at your request, as special counsel to DNA Brands, Inc

April 26, 2021 PART II AND III

- PART II

PART II AND III 2 dnaxp2.htm PART II Registration No. 024-11471 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A Amendment #5 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdal

April 26, 2021 EX1A-4 SUBS AGMT

- SUBSCRIPTION AGREEMENT

DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF T

April 13, 2021 PART II AND III

- PART II

Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A Amendment #4 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722

April 13, 2021 EX1A-4 SUBS AGMT

- SUBSCRIPTION AGREEMENT

DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF T

April 8, 2021 LETTER

LETTER

United States securities and exchange commission logo April 8, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc.

April 8, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 1A-12 JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah April 8, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc. 275 E. Commercial Blvd #208 Lauderdale-by-the-Sea, FL 33308 Dear Mr. McKenzie: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation (the “Company”), for

April 8, 2021 PART II AND III

- PART II

Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A Amendment #3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722

March 30, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 1A-12 JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah March 29, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc. 275 E. Commercial Blvd #208 Lauderdale-by-the-Sea, FL 33308 Dear Mr. McKenzie: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation (the “Company”), fo

March 30, 2021 EX1A-12 OPN CNSL

- LEGAL OPINION

Exhibit 1A-12 JDT LEGAL, PLLC Jeffrey Turner, Esq. 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah March 29, 2021 Adrian McKenzie Chief Executive Officer DNA Brands, Inc. 275 E. Commercial Blvd #208 Lauderdale-by-the-Sea, FL 33308 Dear Mr. McKenzie: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation (the “Company”), fo

March 30, 2021 PART II AND III

- AMENDMENT NO. 2

Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722 (Address, in

March 30, 2021 PART II AND III

- AMENDMENT NO. 2

Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A Amendment #2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722

March 26, 2021 CORRESP

DNA Brands Inc

DNA Brands Inc March 26th 2021 Securities and Exchange Commission RE: File Number 024-11471 Letter of correspondence: My name is Adrian McKenzie-Patasar, I am the CEO of DNA Brands Inc (DNAX). I certify that our Regulation A Offering has been qualified in the state of Georgia. Adrian McKenzie-Patasar CEO /s/ Adrian McKenzie-Patasar DNA Brands CEO

March 19, 2021 PART II AND III

- PART II

Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A/A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 (561) 654-5722 (Address, in

March 12, 2021 LETTER

LETTER

United States securities and exchange commission logo March 12, 2021 Adrian McKenzie Chief Executive Officer DNA BRANDS INC 275 E Commercial Blvd #208 Lauderdale by the Sea, FL 33308 Re: DNA BRANDS INC Offering Statement on Form 1-A Filed March 3, 2021 File No.

March 3, 2021 EX1A-7 ACQ AGMT

- SOFTWARE ACQUISITION AGREEMENT

SOFTWARE ACQUISITION AGREEMENT January 4th, 2021 This Software Acquisition Agreement ("Agreement") is made this 4th day of Janurary, 2021 ("Effective Date"), by and between DNA Brands, Inc.

March 3, 2021 EX1A-2B BYLAWS

- BY-LAWS

BYLAWS OF Famous Products, Inc. as of May 23, 2007 ARTICLE I Offices The principal office of the Corporation shall initially be located at such places within or without the State of Colorado as the Board of Directors may from time to time establish. ARTICLE II Registered Office and Agent The registered office of the Corporation in Colorado shall be located at Penthouse Suite, 8400 East Prentice Av

March 3, 2021 EX1A-2A CHARTER

- ARTICLES OF INCORPORATION

Document processing fee If document is filed on paper $125.00 If document is filed electronically $25.00 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed. E-Filed

March 3, 2021 EX1A-4 SUBS AGMT

- SUBSCRIPTION AGREEMENT

DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF T

March 3, 2021 PART II AND III

- OFFERING CIRCULAR

PART II AND III 2 dnaxp2.htm OFFERING CIRCULAR Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E Commercial Blvd #208 Lauderdale by

March 3, 2021 EX1A-6 MAT CTRCT

- EMPLOYMENT AGREEMENT

DNA BRANDS, INC. EMPLOYMENT AGREEMENT Adrian McKenzie - President THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the Effective Date (as defined below), is entered into by and between DNA BRANDS, INC., a Colorado corporation (the “Company”), and Adrian McKenzie (the “Executive”). WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms o

December 14, 2020 253G2

- OFFERING CIRCULAR SUPPLEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGULATION A UNDER THE SECURITIES ACT OF 1933 OFFERING CIRCULAR BEING FILED PURSUANT TO RULE 253(g)(2) DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 275 E. Commercial Blvd #301 Lauderdale by the Sea, FL 33308 (561) 6

January 29, 2020 253G2

DNAX / DNA Brands, Inc. 253G2 - - 253G2

Table of Contents Filed Pursuant to Rule 253(g)(2) File No. 024-11053 Offering Circular Supplement dated January 29, 2020 DNA Brands, Inc. MAXIMUM OFFERING AMOUNT: $2,500,000 This is a public offering (the “Offering”) of securities of DNA Brands, Inc., a Colorado corporation (the “Company”). We are offering a maximum of 3125000000 shares (the “Maximum Offering”) of our common stock, par value $0.0

January 14, 2020 CORRESP

DNAX / DNA Brands, Inc. CORRESP - -

DNA Brands, Inc. 6245 N. FEDERAL HIGHWAY, SUITE 400 FORT LAUDERDALE, FL 33308 Telephone: 561-654-5722 January 14, 2020 Claire DeLabar, Staff Accountant Robert S. Littlepage, Accounting Branch Chief Paul Fischer, Staff Attorney Kathleen Krebs, Special Counsel Division of Corporation Finance Office of Telecommunications U.S. Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands Inc.

January 7, 2020 EX1A-12 OPN CNSL

Opinion of Milan Saha, Esq.

Exhibit 12.1 MilanSaha.Esq Milan Saha Member New York State Bar 80 Barton Road [email protected] Plattsburgh, NY 12901 Tel: (646) 397-9056 MILAN SAHA, ESQ. (646) 397-9056 [email protected] January 7, 2020 DNA Brands, Inc. 6245 N Federal Hwy Ste 504 Fort Lauderdale, FL 33308 Gentlemen: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA B

January 7, 2020 CORRESP

DNAX / DNA Brands, Inc. CORRESP - -

DNA Brands, Inc. 6245 N. FEDERAL HIGHWAY, SUITE 400 FORT LAUDERDALE, FL 33308 Telephone: 561-654-5722 January 7, 2020 Claire DeLabar, Staff Accountant Robert S. Littlepage, Accounting Branch Chief Paul Fischer, Staff Attorney Kathleen Krebs, Special Counsel Division of Corporation Finance Office of Telecommunications U.S. Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands Inc.

January 7, 2020 EX1A-2A CHARTER

Amended Articles of Incorporation – 1-6-20*

Exhibit 2.8 ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and entity name are ID number 20071247858 (Colorado Secretary of State ID number) Entity name DNA Brands Inc. 2. The new entity name (if applicable) is 3. (If the following statement applies, adopt the state

January 7, 2020 PART II AND III

DNAX / DNA Brands, Inc. PART II AND III - - AMENDMENT NO. 4

PART II AND III 2 dnabrands1aa4.htm AMENDMENT NO. 4 Table of Contents Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Amendment No. 4 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 62

December 31, 2019 TEXT-EXTRACT

DNAX / DNA Brands, Inc. TEXT-EXTRACT - -

December 31, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 3 to Offering Statement on Form 1-A Filed December 18, 2019 File No. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide

December 31, 2019 LETTER

LETTER

December 31, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 3 to Offering Statement on Form 1-A Filed December 18, 2019 File No. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide

December 18, 2019 PART II AND III

DNAX / DNA Brands, Inc. PART II AND III - - AMENDMENT NO. 3

Table of Contents Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Amendment No. 3 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 6245 N. Federal Highway Suite 504 Fort Lauderdale, FL

December 18, 2019 CORRESP

DNAX / DNA Brands, Inc. CORRESP - -

DNA Brands, Inc. 6245 N. FEDERAL HIGHWAY, SUITE 400 FORT LAUDERDALE, FL 33308 Telephone: 561-654-5722 December 18, 2019 Christine Wong, Staff Accountant Robert S. Littlepage, Accounting Branch Chief Paul Fischer, Staff Attorney Kathleen Krebs, Special Counsel Division of Corporation Finance Office of Telecommunications U.S. Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands Inc

December 18, 2019 EX1A-12 OPN CNSL

Opinion of Milan Saha, Esq.

Exhibit 12.1 MILAN SAHA, ESQ. (646) 397-9056 [email protected] December 18, 2019 DNA Brands, Inc. 6245 N Federal Hwy Ste 504 Fort Lauderdale, FL 33308 Gentlemen: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA Brands, Inc.”) for the purpose of rendering an opinion as to the legality of 2,500,000,000 shares of DNA Brands, Inc. common stock,

November 25, 2019 TEXT-EXTRACT

DNAX / DNA Brands, Inc. TEXT-EXTRACT - -

November 22, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed November 14, 2019 File No. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide

November 25, 2019 LETTER

LETTER

November 22, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed November 14, 2019 File No. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide

November 14, 2019 EX1A-12 OPN CNSL

Opinion of Donell Suares, Esq.

Exhibit 12.1 Suares & Associates 833 Flatbush Avenue Suite 100 Brooklyn, NY 11226 [email protected] (718) 622-8450 (718) 282-3113 (fax) November 14, 2019 DNA Brands, Inc. 6245 N Federal Hwy Ste 504 Fort Lauderdale, FL 33308 Gentlemen: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA Brands, Inc.”) for the purpose of rendering an opinio

November 14, 2019 PART II AND III

DNAX / DNA Brands, Inc. PART II AND III - - PART II AND III

Table of Contents Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Amendment No. 2 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 6245 N. Federal Highway Suite 504 Fort Lauderdale, FL

November 14, 2019 CORRESP

DNAX / DNA Brands, Inc. CORRESP - -

Suares & Associates 833 Flatbush Avenue Suite 100 Brooklyn, NY 11226 dsuares@suaresassociates.

October 30, 2019 LETTER

LETTER

October 30, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed October 21, 2019 File no. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us

October 30, 2019 TEXT-EXTRACT

DNAX / DNA Brands, Inc. TEXT-EXTRACT - -

October 30, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed October 21, 2019 File no. 024-11053 Dear Mr. McKenzie: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us

October 21, 2019 PART II AND III

DNAX / DNA Brands, Inc. PART II AND III - - PART II AND III

Table of Contents Registration No. 024-11053 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Amendment No. 1 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 6245 N. Federal Highway Suite 504 Fort Lauderdale, FL

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Redeemable Note ($38,500), with LG Capital Funding, LLC, dated May 2, 2015

Exhibit 6.12 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”) US $38,500.00 DNA BRANDS, INC. 8% C

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($10,000) between DNA Brands, Inc. and Barry Romich, dated December 13, 2017

Exhibit 6.17 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($37,500) between DNA Brands, Inc. and Adrian McKenzie-Patasar or dba PBDC LLC, dated September 30, 2019

Exhibit 6.26 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Redeemable Note ($78,750.00) between LF Capital Funding, LLC, dated March 31, 2015

Exhibit 6.11 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $78,75

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($100,000) between DNA Brands, Inc. and Kerry Goodman, dated December 15, 2017

Exhibit 6.18 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($150,000) between DNA Brands, Inc. and GPL Ventures LLC, dated April 3, 2019

Exhibit 6.22 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIS

October 21, 2019 EX1A-6 MAT CTRCT

Promissory Note ($20,000) with Jan Ehrenwerth, MD and Mary Ann Ehrenwerth, dated June 17, 2013

Exhibit 6.7 PROMISSORY NOTE $20,000 Principal Amount Date: June 17, 2013 FOR VALUE RECEIVED, Beverage Production and Inventory LLC, (the "Borrower" or the "Company"), hereby covenants and promises to pay to JAN EHRENWERTH, MD. AND MARY ANN EHRENWERTH (the "Holder"), the sum of TWENTY THOUSAND DOLLARS ($20,000), with six percent (6%) interest, in lawful money of the United States of America, payabl

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($106,632.70) between DNA Brands, Inc. and Melvin Leiner, dated February 1, 2016

Exhibit 6.13 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($30,000) between DNA Brands, Inc. and Dr. Thomas Rutherford, dated October 6, 2019

Exhibit 6.27 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 EX1A-6 MAT CTRCT

Unsecured Convertible Promissory Note ($50,000) between DNA Brands, Inc. and Barry A. Rmich, dated August 13, 2019

Exhibit 6.20 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATI

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($21,000) between DNA Brands, Inc. and PBDC LLC or Adrian McKenzie, dated December 31, 2019

Exhibit 6.28 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($30,000) between DNA Brands, Inc. and Andrew I. Telsey, dated February 1, 2016

Exhibit 6.15 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

October 21, 2019 EX1A-6 MAT CTRCT

Employment Agreement with Heidi Michitsch, dated May 21, 2017

Exhibit 6.16 DNA BRANDS, INC. EMPLOYMENT AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 21st Day of May 2017 by and between Heidi Michitsch, (the "Employee") an Individual , and DNA Brands Inc. (the "Company) a company incorporated in the state of Colorado that trades under the symbol DNAX. WHEREAS, Employee is in the business of providing management c

October 21, 2019 EX1A-12 OPN CNSL

Opinion of John E. Lux, Esq.

Exhibit 12.1 John E. Lux, Esq. Attorney at Law 1629 K Street, Suite 300 Washington, DC 20006 (202) 780-1000 Admitted in Maryland and the District of Columbia October 21, 2019 DNA Brands, Inc. 6245 N Federal Hwy Ste 504 Fort Lauderdale, FL 33308 Gentlemen: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA Brands, Inc.”) for the purpose of rendering

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($70,500) between DNA Brands, Inc. and Darren Marks, dated February 1, 2016

Exhibit 6.14 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($100,000) between DNA Brands, Inc. and GPL Ventures LLC, dated April 3, 2019

Exhibit 6.23 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN E

October 21, 2019 EX1A-6 MAT CTRCT

Promissory Note ($15,000) with Curtis J. Nelson, dated June 1, 2013

Exhibit 6.5 PROMISSORY NOTE $15,000 Principal Amount Date: June 1, 2013 FOR VALUE RECEIVED, Beverage Production and Inventory LLC, (the "Borrower" or the "Company"), hereby covenants and promises to pay to Curtis J. Nelson (the "Holder"), the sum of THIRTY-SIX THOUSAND EIGHT HUNDRED DOLLARS ($36,800), with six percent (6%) interest, in lawful money of the United States of America, payable as follo

October 21, 2019 EX1A-6 MAT CTRCT

Promissory Note ($100,000) with Dr. Thomas Rutherford, dated June 1, 2013

Exhibit 6.3 PROMISSORY NOTE $100,000 Principal Amount Date: June 1, 2013 FOR VALUE RECEIVED, Beverage Production and Inventory LLC, (the "Borrower" or the "Company"), hereby covenants and promises to pay to DR. THOMAS RUTHERFORD (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), with six percent (6%) interest, in lawful money of the United States of America, payable as follows: $6

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($53,000) between DNA Brands, Inc. and Asher Enterprises, Inc., dated March 17, 2014

Exhibit 6.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

October 21, 2019 EX1A-6 MAT CTRCT

Promissory Note ($50,000) with Chris Carleo, dated June 1, 2013

Exhibit 6.4 PROMISSORY NOTE $50,000 Principal Amount Date: June 1, 2013 FOR VALUE RECEIVED, Beverage Production and Inventory LLC, (the "Borrower" or the "Company"), hereby covenants and promises to pay to CHRIS CARLEO (the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), with six percent (6%) interest, in lawful money of the United States of America, payable as follows: $33,333 or 66.666%

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($23,500) between DNA Brands, Inc. and PBDC LLC or Adrian McKenzie, dated March 31, 2019

Exhibit 6.21 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 EX1A-6 MAT CTRCT

Promissory Note ($10,000) with Harry R. Grim, dated June 14, 2013

Exhibit 6.6 PROMISSORY NOTE $10,000 Principal Amount Date: June 14, 2013 FOR VALUE RECEIVED, Beverage Production and Inventory LLC, (the "Borrower" or the "Company"), hereby covenants and promises to pay to HARRY R. GRIM (the "Holder"), the sum of TEN THOUSAND DOLLARS ($10,000), with six percent (6%) interest, in lawful money of the United States of America, payable as follows: $6,666 or 66,666% o

October 21, 2019 EX1A-6 MAT CTRCT

Assignment Agreement by and among Asher Enterprises, Inc., Jabro Funding Corp and DNA Brands, Inc., dated September 13, 2018

Exhibit 6.19 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT (the "Agreement") is made effective as of the 13th day of September 2018, by and among ASHER ENTERPRISES, INC., a Delaware corporation having a principal place of business at 111 Great Neck Road, Suite 216, Great Neck, New York 11021 (the "Assignor"); JABRO FUNDING CORP., a New York corporation, having a principal place of business at 1 C

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($20,000) between DNA Brands, Inc. and Adrian McKenzie-Patasar or dba PBDC LLC, dated June 30, 2019

Exhibit 6.25 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 EX1A-6 MAT CTRCT

Notice of Conversion dated March 17, 2014

Exhibit 6.9 NOTICE OF CONVERSION The undersigned hereby elects to convert $24,000.00 of accrued and unpaid interest thereto, into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, of DNA BRANDS, INC., a Colorado corporation (the "Borrower") according to the conditions of the convertible note of the Borrower dated as of Ma

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Redeemable Note ($75,000) with Coventry Enterprises, LLC, dated June 10, 2014

Exhibit 6.10 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”) US $75,000.00 DNA BRANDS, INC. 8% C

October 21, 2019 EX1A-6 MAT CTRCT

Convertible Promissory Note ($30,000) between DNA Brands, Inc. and Dr. Thomas Rutherford, dated May 6, 2019

Exhibit 6.24 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 21, 2019 CORRESP

DNAX / DNA Brands, Inc. CORRESP - -

John E. Lux, Esq. 1629 K Street, Suite 300 Washington, DC 20006 Lux Law, pa (202) 780-1000 [email protected] October 21, 2019 Paul Fischer Staff Attorney Division of Corporation Finance Office of Telecommunications U.S. Securities and Exchange Commission Washington, DC 20549 Re: DNA Brands Inc. Offering Circular on Form 1-A Filed on August 7, 2019 File no. 024-11053 Dear Attorney Fische

September 4, 2019 TEXT-EXTRACT

DNAX / DNA Brands, Inc. TEXT-EXTRACT - -

September 3, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Offering Circular on Form 1-A Filed on August 7, 2019 File no. 024-11053 Dear Mr. McKenzie: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we ma

September 4, 2019 LETTER

LETTER

September 3, 2019 Adrian McKenzie Chief Executive Officer DNA Brands Inc. 6245 N. Federal Highway, Suite 504 Fort Lauderdale, FL 33308 Re: DNA Brands Inc. Offering Circular on Form 1-A Filed on August 7, 2019 File no. 024-11053 Dear Mr. McKenzie: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we ma

August 8, 2019 EX1A-7 ACQ AGMT

RideShare Rental Fleet Owners Agreement

Exhibit 7.1 RideShare Rental Fleet Owners Agreement BY USING RIDESHARE CAR RENTALS LLC. SERVICES, FLEET OWNERS ARE ACCEPTING AND CONSENTING TO THE FOLLOWING TERMS AND CONDITIONS This agreement is between RideShare Car Rentals, LLC (“RideShare Rental”) and Fleet Owner or an Individual Vehicle Owner, as applicable (DNA Brands, Inc Howard Ullman). These Terms of Service and all of RideShare Rental do

August 8, 2019 EX1A-6 MAT CTRCT

Employment Agreement of Adrian McKenzie

Exhibit 6.1 DNA BRANDS, INC. EMPLOYMENT AGREEMENT Adrian McKenzie – President THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Effective Date (as defined below), is entered into by and between DNA BRANDS, INC., a Colorado corporation (the "Company"), and Adrian McKenzie (the “Executive”). WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying

August 8, 2019 PART II AND III

DNAX / DNA Brands, Inc. PART II AND III - -

Table of Contents Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 6245 N. Federal Highway Suite 504 Fort Lauderdale, FL 33308 (561) 654-5722 (Addr

August 8, 2019 EX1A-2A CHARTER

Amended Articles of Incorporation - 2-18-16

Exhibit 2.5 Colorado Secretary of State Document must be filed electronically. Date and Time: 02/18/2016 04:50 PM ID Number: 20071247858 Paper documents will not be accepted. Document processing fee $25.00 Document number: 20161115043 Fees & forms/cover sheets Amount Paid: $25.00 are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and se

August 8, 2019 EX1A-2A CHARTER

Amended Articles of Incorporation - 8-26-14

Exhibit 2.4 Colorado Secretary of State Document must be filed electronically. Date and Time: 08/26/2014 05:50 PM ID Number: 20071247858 Paper documents will not be accepted. Document processing fee $25.00 Document number: 20141523296 Fees & forms/cover sheets Amount Paid: $25.00 are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and se

August 8, 2019 EX1A-2A CHARTER

Amended Articles of Incorporation - 3-17-11

Exhibit 2.2 Colorado Secretary of State Document must be filed electronically. Date and Time: 03/17/2011 05:52 PM ID Number: 20071247858 Paper documents will not be accepted. Document processing fee $25.00 Document number: 20111163374 Fees & forms/cover sheets Amount Paid: $25.00 are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and se

August 8, 2019 EX1A-2A CHARTER

Articles of Incorporation

Exhibit 2.1 Exhibit 3.1 Page 1 Exhibit 3.1 Page 2 Exhibit 3.1 Page 3 Exhibit 3.1 Page 4 ARTICLE I Incorporation This attachment is incorporated into the foregoing Articles of Incorporation. ARTICLE II Authorized Shares Section 1: Number. The aggregate number of shares which the Corporation shall have authority to issue is Fifty Million (50,000,000) Common Shares of one class, with unlimited voting

August 8, 2019 EX1A-2A CHARTER

Amended Articles of Incorporation - 11-11-17

Exhibit 2.6 Articles of Amendment ABOVE SPACE FOR OFFICE USE ONLY filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and entity name are ID number 20071247858 (Colorado Secretary of State ID number) Entity name DNA Brands, Inc. 2. The new entity name (if applicable) is 3. (If the following statement applies, adopt the stat

August 8, 2019 EX1A-4 SUBS AGMT

Subscription Agreement

Exhibit 4.1 DNA BRANDS Inc. FORM OF SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE

August 8, 2019 EX1A-2A CHARTER

Amended Articles of Incorporation - 1-2-14

Exhibit 2.3 Colorado Secretary of State Document must be filed electronically. Date and Time: 01/02/2014 06:29 PM ID Number: 20071247858 Paper documents will not be accepted. Document processing fee $25.00 Document number: 2014100531 Fees & forms/cover sheets Amount Paid: $25.00 are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and sel

August 8, 2019 EX1A-3 HLDRS RTS

Specimen Stock Certificate

Exhibit 3.1 INCORPORA TED UNDER THE LAWS OF THE STATE OF COLORADO AUTHORIZED: 100,000 ,000 COMMON SHARES , $0.001 PAR VALUE PER SHARE This Cert fies That - PBDC LLC - is the owner of ***ONE MILLION*** Fully Paid and Non - Assessable Common Stock, $0 . 001 Par Value of DNA Brands, Inc. transferable on the books of this Corporation in person or by attorney upon surrender of this Certifica te duly en

August 8, 2019 EX1A-6 MAT CTRCT

Indemnification Agreement – Adrian McKenzie

Exhibit 6.2 INDEMNIFICATION AGREEMENT by and between DNA BRANDS INC. and Adrian McKenzie Indemnitee INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as August 1, 2019 of by and between DNA BRANDS INC. a Colorado corporation (the “Company”), and Adrian McKenzie, INDEMNITEE (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the

August 8, 2019 EX1A-2B BYLAWS

DNAX / DNA Brands, Inc. EX1A-2B BYLAWS - - BYLAWS

Exhibit 2.7 BYLAWS OF Famous Products, Inc. as of May 23, 2007 ARTICLE I Offices The principal office of the Corporation shall initially be located at such places within or without the State of Colorado as the Board of Directors may from time to time establish. ARTICLE II Registered Office and Agent The registered office of the Corporation in Colorado shall be located at Penthouse Suite, 8400 East

August 8, 2019 EX1A-12 OPN CNSL

Opinion of John E. Lux, Esq.

Exhibit 12.1 John E. Lux, Esq. Attorney at Law 1629 K Street, Suite 300 Washington, DC 20006 (202) 780-1000 Admitted in Maryland and the District of Columbia August 7, 2019 DNA Brands, Inc. 6245 N Federal Hwy Ste 504 Fort Lauderdale, FL 33308 Gentlemen: I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation, (“DNA Brands, Inc.”) for the purpose of rendering a

July 29, 2016 SC 13G

DNAX / DNA Brands, Inc. / UNION CAPITAL, LLC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 DNA Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 23328Q109 (CUSIP Number) July 26, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

August 13, 2014 15-12G

DNAX / DNA Brands, Inc. 15-12G - - FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-53086 DNA BRANDS, INC. (Exact name of registrant as specified in its cha

July 31, 2014 SC 13G/A

DNAX / DNA Brands, Inc. / ASHER ENTERPRISES INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* DNA BRANDS, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 23328Q 10 9 (CUSIP number) July 10, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

June 16, 2014 DEF 14C

- SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: oPreliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2)) þ Definitive Information Statement DNA BRANDS,

June 11, 2014 EX-99.4

DNA Brands, Inc. Names New Interim President and CEO

Exhibit 99.4 For Immediate Release June 11, 2014 DNA Brands, Inc. Names New Interim President and CEO Company addresses erroneous press release dated June 9, 2014 BOCA RATON, FL, June 11, 2014 (Business Wire) - DNA Brands, Inc., (Pink Sheets – “DNAX”) makers of DNA Energy Drink, the winner of the 2010 and 2012 “World’s Best Tasting Energy Drink” title and DNA energy coffee announced today that eff

June 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

U.S. 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 11, 2014 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File N

June 10, 2014 PRER14C

- AMENDED SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2))o Definitive Proxy Statement

June 3, 2014 PRE 14C

- SCHEDULE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2))o Definitive Proxy Statement þ Definitive Infor

May 20, 2014 10-Q

Quarterly Report - QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2014 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 544 NW 77th Street Boca Rat

May 16, 2014 NT 10-Q

- NOTICE OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 15, 2014 10-K

Annual Report - ANNUAL REPORT

dnax10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-53086 DNA BRANDS, INC. (

April 4, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

U.S. 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): April 1, 2014 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File N

March 28, 2014 NT 10-K

- NOTICE OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2014 SC 13G

DNAX / DNA Brands, Inc. / ASHER ENTERPRISES INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* DNA BRANDS, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 23328Q 10 9 (CUSIP number) March 24, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

January 3, 2014 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS P

January 3, 2014 S-8

- FORM S-8

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 506 N.W. 77th Street Boca Raton, Florida 33487 - - (Address of Principal Executive Off

January 3, 2014 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. AMENDED 2011 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its busines

January 3, 2014 8-K

Unregistered Sales of Equity Securities - FORM 8-K ISSUE SERIES D SHARES

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): December 31, 2013 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 - - - (State or other jurisdiction (Commission File No.) (IRS E

November 19, 2013 10-Q

Quarterly Report - QUARTERLY REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2013 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 544 NW 77th Street Boca

November 14, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 29, 2013 DEF 14C

- SCHEDULE 14C INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14c of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule14c-5(d)(2)) þ Definitive Information Statement DNA BRANDS,

August 19, 2013 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2013 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Co

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2013 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 544 NW 77th Street Boca Rato

August 16, 2013 PRE 14C

- SCHEDULE 14C INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)

August 14, 2013 NT 10-Q

- LATE FILING NOTICE

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 20, 2013 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2013 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) C

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2013 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 544 NW 77th Street Boca Rat

May 15, 2013 NT 10-Q

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 15, 2013 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 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, 2013 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction (Commission File No.) (IRS Employer of i

May 15, 2013 EX-3

EX-3

EXHIBIT 3.5 AMENDED CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES C PREFERRED STOCK OF DNA BRANDS, INC. I, Darren M. Marks, the President and Secretary of DNA Brands, Inc., a corporation organized and existing under the laws of Colorado, DO HEREBY CERTIFY: That pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of this corporation, t

May 13, 2013 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. AMENDED 2011 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its busines

May 13, 2013 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common StockTHESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PR

May 13, 2013 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on , 2013 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. - (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

April 18, 2013 8-K

Unregistered Sales of Equity Securities - FORM 8-K ITEM 3.02

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): December 16, 2012 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 - - - (State or other jurisdiction (Commission File No.) (IRS E

April 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTIO

10-K 1 dnax10k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-530

April 1, 2013 NT 10-K

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 1, 2013 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS P

March 1, 2013 S-8 POS

- S-8 AMEND #1

As filed with the Securities and Exchange Commission on , 2013 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8/A Post-Effective Amendment No. 1 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or or

December 26, 2012 S-8

- S-8

As filed with the Securities and Exchange Commission on , 2012. Registration No.333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5

December 26, 2012 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. AMENDED 2011 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its busines

December 21, 2012 8-K

Unregistered Sales of Equity Securities - 8-K ITEM 3.02 ISSUE SHARES

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): January 1, 2012 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 - - - (State or other jurisdiction (Commission File No.) (IRS Emp

November 19, 2012 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charte

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 544 NW 77th Street Boca

November 14, 2012 NT 10-Q

- LATE FILING NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-53086 CUSIP NUMBER NOTIFICATION OF LATE FILING 23328Q 10 9 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o

October 10, 2012 LETTER

LETTER

October 10, 2012 Via E-mail Mr. Darren Marks Principal Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Forms 10-K and 10-K/A for the fiscal year ended December 31, 2011 Filed April 13, 2012 and September 25, 2012, respectively File No. 000-53086 Dear Mr. Marks: We have completed our review of your filings. We remind you that our comments or changes t

September 25, 2012 CORRESP

-

September 20, 2012 VIA EDGAR ONLY Mr. Robert S. Littlepage Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Form 10-K for the fiscal year ended December 31, 2011 Filed on April 13, 2012 File No. 000-53086 Dear Mr. Littlepage: In relation to the responses to the staff’s comment letter dated September 17, 2012, relating to the

September 25, 2012 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K/A1 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT UNDER SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K/A1 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-53086 DNA BRANDS, INC.

September 17, 2012 LETTER

LETTER

September 17, 2012 Via E-mail Darren Marks Principal Executive Officer DNA Brands, Inc.

September 7, 2012 10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A1 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A1 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca R

August 20, 2012 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Co

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca Rato

August 15, 2012 NT 10-Q

- LATE FILING NOTICE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-51564 CUSIP NUMBER NOTIFICATION OF LATE FILING 665138 10 3 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans

August 13, 2012 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS P

August 13, 2012 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. AMENDED 2011 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its busines

August 13, 2012 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on , 2012 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of l933 DNA BRANDS, INC. - (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.

August 7, 2012 8-K

Unregistered Sales of Equity Securities

8-K 1 form8kitem302aug-12.txt 8-K RE ITEM 3.02 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): July 31, 2011 DNA BRANDS, INC. - (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 - - - (State or ot

May 18, 2012 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) C

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca Rat

May 15, 2012 NT 10-Q

- LATE FILING NOTICE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-51564 CUSIP NUMBER NOTIFICATION OF LATE FILING 665138 10 3 (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran

April 18, 2012 EX-99.3

DNA BRANDS AND CHARLES MORGAN SECURITIES SIGN AGREEMENT Charles Morgan Securities to Provide Capital Raising and Consulting Services for the Florida Based Energy Drink and Meat Snack Provider

For Immediate Release April 17, 2012 DNA BRANDS AND CHARLES MORGAN SECURITIES SIGN AGREEMENT Charles Morgan Securities to Provide Capital Raising and Consulting Services for the Florida Based Energy Drink and Meat Snack Provider BOCA RATON, Florida, April 17, 2012 (GLOBE NEWSWIRE) DNA Brands, Inc.

April 18, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

U.S. 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): April 9, 2012 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File N

April 13, 2012 EX-10.25

INVESTMENT BANKING AND ADVISORY AGREEMENT

Exhibit 10.25 INVESTMENT BANKING AND ADVISORY AGREEMENT AGREEMENT, made this 9th day of April 2012, by and between DNA Brands Inc., having its principal place of business at 506 N. W. 77TH ST, Boca Raton, FL 33487, (the ?Company?) and Charles Morgan Securities Inc., having its principal place of business at 120 Wall St., 16th FL, New York, NY 10005, hereinafter the (the ?Consultant?). WHEREAS, the

April 13, 2012 EX-10.24

PRESENTING SPONSORSHIP AGREEMENT

PRESENTING SPONSORSHIP AGREEMENT This SPONSORSHIP AGREEMENT (the "Agreement") is entered into as of December 15th, 2012 by and between DNA Brands Inc.

April 13, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT UNDER SECTIO

10-K 1 dnax10k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-530

March 30, 2012 NT 10-K

- NOTIFICAITON OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-51564 CUSIP NUMBER NOTIFICATION OF LATE FILING 665138 10 3 (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

November 14, 2011 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charte

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca

October 25, 2011 CORRESP

CORRESP

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida, 33487 (954) 978-8401 October 25, 2011 Ajay Koduri Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: DNA Brands, Inc. Registration Statement on Form S-1 File No. 333-176001 DNA Brands, Inc. (the "Company") requests that the effective date of the above captioned Registration Statement be accelerated to October 27, 20

October 24, 2011 CORRESP

CORRESP

HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T.

October 21, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 5149 26-03944

Registration No. 333-176001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 5149 26-0394476 (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number)

October 7, 2011 CORRESP

CORRESP

HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T.

October 3, 2011 LETTER

LETTER

October 3, 2011 Via Email Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Amendment No. 1 to Form S-1 Filed September 23, 2011 File No. 333-176001 Dear Mr. Marks: We have limited our review of your registration statement to those issues we have addressed in our comment. As necessary, please respond to this letter by amending your r

September 27, 2011 CORRESP

CORRESP

HART & TRINEN, LLP ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T.

September 23, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 5149 26-03944

Registration No. 333- 176001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 5149 26-0394476 (State or other jurisdiction of Incorporation or organization) (Primary Standard Industrial Classification Code Number

August 26, 2011 LETTER

LETTER

August 26, 2011 Via Email Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Registration Statement on Form S-1 Filed August 3, 2011 File No. 333-176001 Dear Mr. Marks: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with

August 11, 2011 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Co

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: June 30, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca Rato

August 3, 2011 S-1

FORM S-1 AUGUST 2011

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA BRANDS, INC. - (Exact name of registrant as specified in its charter) Colorado 5149 26-0394476 - - - (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) Incorporat

June 29, 2011 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS P

June 29, 2011 S-8

FORM S-8 JUNE 2011

As filed with the Securities and Exchange Commission on , 2011 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. - (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

June 29, 2011 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. AMENDED 2011 STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its busines

June 8, 2011 424B2

DNA BRANDS, INC. 3,573,980 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(2) Registration No. 333-171177 DNA BRANDS, INC. 3,573,980 Shares of Common Stock This Prospectus relates to the resale by the selling stockholders (the “Selling Stockholders”) of 3,573,980 shares of our common stock (the “Common Stock” or the “Securities”). The Selling Stockholders may sell their shares of our Common Stock from time to time at the then prev

June 7, 2011 LETTER

LETTER

HART & TRINEN, LLP ATTORNYS AT LAW 1624 Washington Street Denver, CO 80203 Wiliam T.

June 3, 2011 CORRESP

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487 June 3, 2009 VIA: EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attn: Ajay Koduri, Esq. RE: DNA Brands, Inc.; Request

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487 June 3, 2009 VIA: EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attn: Ajay Koduri, Esq. RE: DNA Brands, Inc.; Request for Acceleration of Effectiveness of S-1 Registration Statement; SEC Registration No. 333-171177 SEC File No. 000-53086 Dear Mr. Koduri: The undersig

June 3, 2011 CORRESP

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487 June 3, 2011 VIA EDGAR ONLY Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attn: Ajay Koduri, Esq. RE: DNA Brands, Inc.; Your Letter dated May 6, 2011 Amendment No. 4 to Form S-1 Registration Statement; SEC Registration No. 333-171177 SEC File No. 000-53086 Dear Mr. Koduri:

June 3, 2011 CORRESP

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487 June 3, 2011 VIA: EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attn: Ajay Koduri, Esq. RE: DNA Brands, Inc.; Request

DNA BRANDS, INC. 506 NW 77th Street Boca Raton, Florida 33487 June 3, 2011 VIA: EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549-3561 Attn: Ajay Koduri, Esq. RE: DNA Brands, Inc.; Request for Acceleration of Effectiveness of S-1 Registration Statement; SEC Registration No. 333-171177 SEC File No. 000-53086 Dear Mr. Koduri: The undersig

May 27, 2011 S-1/A

Filed with the Securities and Exchange Commission on May 27, 2011

Filed with the Securities and Exchange Commission on May 27, 2011 Registration No.

May 27, 2011 EX-23.8

Andrew I

EXHIBIT 23.8 Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 ? Facsimile: 303/768-9224 ? E-Mail: [email protected] May 27, 2011 Board of Directors DNA Brands, Inc. 506 NW 77th Street Boca Raton, Florida, 33487 Re: DNA Brands, Inc. Form S-1/A Registration Statement and related Prospectus Dear Sirs: We her

May 27, 2011 EX-23.7

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-1/A4 of our report dated March 31, 2011 relating to the consolidated financial statements of DNA Brands, Inc. appearing in the Company's Annual Report on form 10-K for the year ended December 31, 2010. Our report contains an explanatory

May 27, 2011 EX-5.5

May 27, 2011

EXHIBIT 5.5 May 27, 2011 Board of Directors DNA Brands, Inc. 506 NW 77th Street Boca Raton, Florida, 33487 Re: DNA Brands, Inc. Form S-1/A4 Registration Statement and related Prospectus Dear Sirs: We have acted as counsel to DNA Brands, Inc. (the "Registrant"), a Colorado corporation, in connection with the preparation of the above-referenced S-1/A4 Registration Statement and related Prospectus ("

May 27, 2011 CORRESP

General

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] May 27, 2011 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Amendment No. 4 to Form S-1; SEC F

May 16, 2011 EX-10.24

EX-10.24

EXHIBIT 10.24

May 16, 2011 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) C

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2011 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca Rat

May 12, 2011 EX-99

EX-99

EXHIBIT 99 DNA BRANDS, INC. 506 N.W. 77th St. Boca Raton, FL 33487 (954) 551-1813 Common Stock THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS". THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS P

May 12, 2011 S-8 POS

POST EFFECTIVE AMENDMENT #1

As filed with the Securities and Exchange Commission on , 2011 Registration No. 333-173492 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post Effective Amendment No. 1 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation o

May 6, 2011 LETTER

LETTER

May 6, 2011 Via U.S. Mail and facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Registration Statement on Form S-1, as amended by Amendment No. 3 Filed April 28, 2011 File No. 333-171177 Dear Mr. Marks: We have reviewed your registration statement and have the following comments. In some of our comments, we

April 28, 2011 EX-23.7

Andrew I

EXHIBIT 23.7 Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 ? Facsimile: 303/768-9224 ? E-Mail: [email protected] April 28, 2011 Board of Directors DNA Brands, Inc. 506 NW 77th Street Boca Raton, Florida, 33487 Re: DNA Brands, Inc. Form S-1/A3 Registration Statement and related Prospectus Dear Sirs: We

April 28, 2011 EX-5.4

Andrew I

EXHIBIT 5.4 Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] April 28, 2011 Board of Directors DNA Brands, Inc. 506 NW 77th Street Boca Raton, Florida, 33487 Re: DNA Brands, Inc. Form S-1/A3 Registration Statement and related Prospectus Dear Sirs: We h

April 28, 2011 S-1/A

Filed with the Securities and Exchange Commission on April 28, 2011

Filed with the Securities and Exchange Commission on April 28, 2011 Registration No.

April 28, 2011 CORRESP

Selling Stockholders (page 15)

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] April 28, 2011 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Amendment No. 3 to Form S-1; SEC

April 20, 2011 LETTER

LETTER

April 14, 2011 S-1/A

filed with the Securities and Exchange Commission on April 14, 2011

filed with the Securities and Exchange Commission on April 14, 2011 Registration No.

April 14, 2011 EX-5.3

Andrew I

EXHIBIT 5.3 Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] April 14, 2011 Board of Directors DNA Brands, Inc. 506 NW 77th Street Boca Raton, Florida, 33487 Re: DNA Brands, Inc. Form S-1/A2 Registration Statement and related Prospectus Dear Sirs: We h

April 14, 2011 EX-4

EX-4

EXHIBIT 4(c) DNA BRANDS, INC. NON-QUALIFIED STOCK OPTION PLAN l. Purpose. This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successfu

April 14, 2011 EX-10.23

EX-10.23

EXHIBIT 10.23

April 14, 2011 CORRESP

Selling Stockholders (page 15)

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] April 14, 2011 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Amendment No. 2 to Form S-1; SEC

April 14, 2011 EX-4

EX-4

EXHIBIT 4(d) DNA BRANDS, INC. STOCK BONUS PLAN l. Purpose. The purpose of this Stock Bonus Plan is to advance the interests of DNA Brands, Inc. (the "Company") and its shareholders, by encouraging and enabling selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire

April 14, 2011 EX-4

EX-4

EXHIBIT 4(b) DNA BRANDS, INC. INCENTIVE STOCK OPTION PLAN 1. Purpose. The purpose of this Incentive Stock Option Plan (the "Plan") is to advance the interests of DNA Brands, Inc. and any subsidiary corporation (hereinafter referred to as the "Company") and all of its shareholders, by strengthening the Company's ability to attract and retain in its employ individuals of training, experience, and ab

April 14, 2011 S-8

FORM S-8 2011

As filed with the Securities and Exchange Commission on , 2011 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UnderThe Securities Act of l933 DNA BRANDS, INC. - (Exact name of issuer as specified in its charter) Colorado 26-0394476 - - (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

March 31, 2011 EX-10.7

1 2

EXHIBIT 10.7 1 2

March 31, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-53086 DNA BRANDS, INC.

March 31, 2011 EX-10.5

1 2 3 4

1 2 3 4

March 31, 2011 EX-10.10

1 2 3 4

1 2 3 4

March 31, 2011 EX-10.6

1 2 3

EXHIBIT 10.6 1 2 3

March 31, 2011 EX-10.8

EX-10.8

March 31, 2011 EX-10.9

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

March 4, 2011 LETTER

LETTER

March 3, 2011 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Registration Statement on Form S-1/A1 Filed February 24, 2011 File No. 333-171177 Dear Mr. Marks: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better underst

February 24, 2011 EX-10.16

EX-10.16

EX-10.16 16 exh10-16.htm AGREEMENT WITH EQUINOX SECURITIES, INC. EXHIBIT 10.16

February 24, 2011 EX-10.6

EX-10.6

EXHIBIT 10.6

February 24, 2011 CORRESP

Prospectus Cover Page

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] February 24, 2011 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Amendment No. 1 to Form S-1;

February 24, 2011 EX-10.14

EX-10.14

EXHIBIT 10.14

February 24, 2011 EX-10.13

EX-10.13

EXHIBIT 10.13

February 24, 2011 EX-10.9

EX-10.9

EXHIBIT 10.9

February 24, 2011 EX-10.10

EX-10.10

EXHIBIT 10.10

February 24, 2011 EX-10.17

Secured Convertible Debenture

EXHIBIT 10.17 Secured Convertible Debenture THIS DEBENTURE, AND ANY SHARES ACQUIRED UPON CONVERSION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE S

February 24, 2011 EX-10.8

EX-10.8

EXHIBIT 10.8

February 24, 2011 EX-10.3

EX-10.3

EXHIBIT 10.3

February 24, 2011 EX-10.5

EX-10.5

EXHIBIT 10.5

February 24, 2011 S-1/A

As filed with the Securities and Exchange Commission on February 24, 2011

As filed with the Securities and Exchange Commission on February 24, 2011 Registration No.

February 24, 2011 EX-10.11

EX-10.11

EXHIBIT 10.11

February 24, 2011 EX-10.4

EX-10.4

EXHIBIT 10.4

February 24, 2011 EX-10.7

EX-10.7

EXHIBIT 10.7

February 24, 2011 EX-1.15

EX-1.15

EXHIBIT 10.15

February 24, 2011 EX-10.12

EX-10.12

EXHIBIT 10.12

January 28, 2011 LETTER

LETTER

January 28, 2011 Via U.S. Mail and Facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Current Report on Form 8-K/A, as amended by Amendment No. 3 Filed January 11, 2011 File No. 000-53086 Dear Mr. Marks: We have completed our review of your filings and do not have any further comments at this time. Sincerely,

January 11, 2011 CORRESP

Form 8-K/A filed December 8, 2010

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 ? Facsimile: 303/768-9224 ? E-Mail: [email protected] January 11, 2011 VIA EDGAR ONLY Ms. Kenya Gumbs, Staff Accountant Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Your Letter da

January 11, 2011 LETTER

LETTER

January 11, 2011 Via U.S. Mail and Facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Registration Statement on Form S-1 Filed December 15, 2010 File No. 333-171177 Dear Mr. Marks: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide

January 11, 2011 8-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A3 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2010 DNA BRANDS, INC. (Exact na

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A3 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) FAMOUS PRODUCTS., INC. (Former Name) Colorado 000-53086 26-0394476 (State or other jurisdicti

January 11, 2011 10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A1 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its cha

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A1 Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street B

December 22, 2010 LETTER

LETTER

December 22, 2010 Via U.S. Mail and Facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Current Report on Form 8-K As amended by Amendment No. 2 Filed December 8, 2010 File No. 000-53086 Dear Mr. Marks: We have reviewed your letter dated December 8, 2010, and we have the following comments. Please respond to o

December 15, 2010 S-1

As filed with the Securities and Exchange Commission on December 15, 2010

As filed with the Securities and Exchange Commission on December 15, 2010 Registration No.

December 15, 2010 EX-21.1

LIST OF SUBSIDIARIES

EXHIBIT 21.1 LIST OF SUBSIDIARIES Grass Roots Beverage Company, Inc.

December 15, 2010 EX-3.4

EX-3.4

EXHIBIT 3.4

December 8, 2010 CORRESP

12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected]

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] December 8, 2010 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Your Letter dated November 3,

December 8, 2010 8-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2010 DNA BRANDS, INC. (Exact na

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A2 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) FAMOUS PRODUCTS., INC. (Former Name) Colorado 000-53086 26-0394476 (State or other jurisdicti

November 22, 2010 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charte

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer ID No.) 506 NW 77th Street Boca

November 16, 2010 NT 10-Q

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: Expires: Estimated average burden hours per response 3235-0058 May 31, 2012 2.50 SEC FILE NUMBER 000-51564 NOTIFICATION OF LATE FILING CUSIP NUMBER 665138 10 3 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K T Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30,

November 16, 2010 8-K

U.S. 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): November 12, 2010 DNA BRANDS, INC. (Exact

U.S. 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): November 12, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission Fi

November 12, 2010 CORRESP

Andrew I

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] November 12, 2010 VIA EDGAR ONLY Ms. Kenya Gumbs, Staff Accountant Mr. Rahim Ismial, Staff Accountant Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549

November 3, 2010 LETTER

LETTER

November 3, 2010 Via U.S. Mail and Facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Current Report on Form 8-K As amended by Amendment No. 1 Filed October 18, 2010 File No. 000-53086 Dear Mr. Marks: We have reviewed your letter dated October 18, 2010, and we have the following comments. Please respond to ou

October 20, 2010 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: July 31, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) FA

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: July 31, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) FAMOUS PRODUCTS, INC. (Former Name) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer

October 18, 2010 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2010 DNA BRANDS, INC. (Exact name of registrant as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission File Number) (I

October 18, 2010 EX-3.3

Articles of Amendment filed pursuant to ?7-90-301, et seq. and ?7-110-106 of the Colorado Revised Statutes (C.R.S.)

EXHIBIT 3.3 Colorado Secretary of State Document must be filed electronically. Date and Time: 07/07/2010 11:51 AM ID Number: 20071247858 Paper documents will not be accepted. Document processing fee $25.00 Document number: 20101380107 Fees & forms/cover sheets Amount Paid: $25.00 are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and se

October 18, 2010 CORRESP

Form 8-K filed July 12, 2010

October 18, 2010 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Your Letter dated September 22, 2010 Form 8-K Filed July 12, 2010 File No. 000-53086 Dear Mr. Koduri: Filed electronically on behalf of the above referenced registrant (the “Registrant” or “Company”) is Amendment No. 1 to the F

October 8, 2010 CORRESP

Andrew I

Andrew I. Telsey, P.C. Attorney at Law 12835 E. Arapahoe Road, Tower One, Penthouse #803, Englewood, Colorado 80112 Telephone: 303/768-9221 • Facsimile: 303/768-9224 • E-Mail: [email protected] October 8, 2010 VIA EDGAR ONLY Ajay Koduri, Esq. Division of Corporate Finance United States Securities and Exchange Commission Washington, D.C. 20549 Re: DNA Brands, Inc. Your Letter dated September 22,

September 22, 2010 LETTER

LETTER

September 22, 2010 Via U.S. Mail and Facsimile to 561-314-4667 Darren Marks Chief Executive Officer DNA Brands, Inc. 506 NW 77th Street Boca Raton, FL 33487 Re: DNA Brands, Inc. Current Report on Form 8-K Filed July 12, 2010 File No. 000-53086 Dear Mr. Marks: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the reques

September 16, 2010 EX-16.2

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944

EXHIBIT 16.2 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 September 16, 2010 Office of the Chief Accountant Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Re: DNA Brands, Inc. On September 10, 2010 my appointment as auditor for DNA Brands, Inc.

September 16, 2010 8-K

U.S. 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 16, 2010 DNA BRANDS, INC. (Exact

U.S. 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 16, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission F

September 16, 2010 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K/A1 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 10, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commissio

September 16, 2010 EX-99.2

Record Date Set for Distribution of DNA Brands Shares to DNA Beverage Shareholders

EXHIBIT 99.2 FOR IMMEDIATE RELEASE September 16, 2010 Record Date Set for Distribution of DNA Brands Shares to DNA Beverage Shareholders Boca Raton, FL - (Business Wire) ? Management of DNA Brands, Inc., fka Famous Products, Inc. (OTCBB ?FPRD?) today announced that the record date for determining the shareholders who will be entitled to receive shares of DNA Brands, Inc. has been today released in

September 14, 2010 NT 10-Q

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: Expires: Estimated average burden hours per response 3235-0058 May 31, 2012 2.50 SEC FILE NUMBER 000-51564 NOTIFICATION OF LATE FILING CUSIP NUMBER 665138 10 3 (Check one): £ Form 10-K £ Form 20-F £ Form 11-K [X] Form 10-Q £ Form 10-D £ Form N-SAR £ Form N-CSR For Period Ended: July 31, 201

September 13, 2010 8-K

U.S. 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 10, 2010 DNA BRANDS, INC. (Exact

U.S. 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 10, 2010 DNA BRANDS, INC. (Exact name of small business issuer as specified in its charter) Colorado 000-53086 26-0394476 (State or other jurisdiction of incorporation) (Commission F

September 13, 2010 EX-16.1

RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944

EXHIBIT 16.1 RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944 September 10, 2010 Office of the Chief Accountant Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Re: DNA Brands, Inc. On September 10, 2010 my appointment as auditor for DNA Brands, Inc.

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