UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 30, 2011

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

DNA SYSTEMS, INC.

 (Exact name of registrant as specified in its charter)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:    

Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [  ] Yes [ X ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [  ] Yes [ X ] No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Not Applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [ X ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrant’s most recently completed second fiscal quarter. $0.00

As of July 28, 2011, the Company had 8,700,000 shares issued and outstanding.

PART I

ITEM 1.

BUSINESS.

Overview

DNA Systems, Inc. (“we”, “us”, “our”, “DNAS”, or the “Company”) was incorporated under the laws of the State of Nevada on October 25, 2007. We are a development stage company, and our business is to provide event organizing services for professional organizations. Our executive office is located at Room 306, 3^rd Floor, Beautiful Group Tower, 77 Connaught Road, Central, Hong Kong. The authorized capital of DNAS consists of 65,000,000 shares of $0.001 par value common stock.

It is our business plan to establish contractual relationships with various clients, pursuant to which DNAS receives a fee based upon the organizational services that DNAS provides for its clients.

On April 11, 2008, DNAS entered into an agreement (the “Agreement”) with DNA Financial Systems (HK) Limited (“DNAF Limited”), a Hong Kong corporation founded in 2005, pursuant to which DNAS agreed to provide venues for DNAF Limited to organize conferences, seminars, corporate trainings and programs in line with professional events; a copy of the Agreement was filed as Exhibit 10.1 to the Company’s registration statement on Form S-1 which was filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2008, and is hereby incorporated by reference. Initially, we will provide the conference room located at our executive office as the venue for the professional events of DNAF Limited.  

Under the Agreement, DNAS provides a comprehensive service for special promotions, business and marketing events. Our team will handle any event from concept to realization and will address DNAF Limited’s needs and desires, with regard to the venue setting, seating, decorations, refreshments and menus. Furthermore, pursuant to the Agreement, we will facilitate the time schedules and event flow and will serve as a point of contact for the site staff and participants. As stated in the Agreement, DNAF Limited shall pay us for the services rendered. The fees for the services that we provide are dependent upon the size, type and duration of the event. The fees shall be paid on the first of the month following the month in which the event was organized by us.

On May 27, 2008, we provided our conference room as the venue for DNAF Limited to hold a conference meeting of 8 participants. Our services also included venue set-up with regard to seating and decorations, serving pointing of contact for the participants, and audio-visual setup. The fee for the services was $6,407 (or HK$50,000 equivalent).

We are still seeking other potential clients.  Our president and director, Mr. Wilson Kin Cheung, has several contacts within the Hong Kong business community which we believe will assist us in developing our business operations. Mr. Cheung plans to contact various representatives within the Hong Kong business community who are interested in organizing corporate events. We plan to rely on the networking capabilities of Mr. Wilson Cheung, to introduce our services to potential clients. Mr. Cheung currently spends around 20% of his time on DNAS. We plan to hire more employees to assist Mr. Cheung; however, we will hire employees only if we have raised sufficient funds, as stated in the “Use of Proceeds” section.

Customers and Marketing

Currently our only customer is DNAF Limited. DNAF Limited is a regional solution provider for the Financial and Security Industry throughout the Asia Pacific Region. They provide complete and technologically integrated solutions for Market Data, Online Trading Systems for Equity Markets, Forex Dealing Room Management Systems, and Corporate Treasury Risk Management Systems. Their offices are located in Hong Kong and Singapore. DNAF Limited is managed by a team of dedicated professionals with different backgrounds.

In addition to our relationship with DNAF Limited, we plan on pursuing relationships with other companies

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in need of event planning assistance.  Initially, we intend to promote and market our brand name and services that we offer through the efforts of our President, Mr. Wilson Cheung.  

Competition

The public relations services industry in Hong Kong is highly competitive. There are a number of companies, which offer administrative, secretarial service and logistical support to host different events for organizations in Hong Kong. Our competitors have greater resources, technical know-how and managerial capabilities than the Company and will be in a better position than the Company to get in touch with large customers. The Company will rely on the existence of the contacts of our director, Mr. Wilson Cheung, to locate potential customers.  Generally, the types of services that we offer are categorized into two main groups, both of which are discussed below: i) Professional Conference Organizer (“PCO”); ii) and Conference Handling Agent (“CHA”). We will face competition from companies which offer both the following types of services:  

Professional Conference Organizers

Professional Conference Organizers, commonly known as PCOs, are commercial companies that assist host organizations in every aspect of organizing an event. PCOs are generally able to serve their clients in numerous capacities including, but not limited to, consultants, project managers, hospitality coordinators, and local secretariat. PCO’s services include venue utilization, technical program planning, speaker support, budget control and accounting, seeking sponsorship, seeking advertisers, registration processing, international publicity and promotion, publications and printing, material production, and on-site management.

Conference Handling Agents

Conference Handling Agents are ground handling agents/tour operators who are experienced in handling large group movements, including international conferences as well as exhibitions and trade shows. Their services include full ground arrangements covering venue and housing arrangements, ground transportation, leisure and accompanying persons programs, small scale print production, registration processing, and on-site arrangement.

Employees

At present, we have no full or part-time employees. DNAS is currently managed by Mr. Wilson Kin Cheung, the President and Director of DNAS, and Ms. Vivian Wing Yee Poon, the Chief Executive Officer of DNAS. We have not signed any employment agreements with Mr. Cheung or Ms. Poon. Mr. Cheung and Ms. Poon devote approximately 20% of their time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing and similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employees.

We plan to hire one employee in the coming year. They will be responsible for organizing the events and functions, and handling other administrative work. They will be located in the Hong Kong office.

Reports to Security Holders

We are required to file reports with the SEC under section 13(a) of the Securities Act.  The reports will be filed electronically. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that will contain copies of the reports we file electronically.  The address for the SEC Internet site is http://www.sec.gov.

ITEM 1A.

RISK FACTORS

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Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2.

 PROPERTIES.

We have no real property and currently operate from office space provided by Easterly Financial Investment Limited (“Easterly”). On May 1, 2009, the Company started paying the management fee of US$2,581 to Easterly for its provision of general administrative services and office premises. Easterly is located at Room 2213-14, 22^nd Floor, Jardine House, 1 Connaught Place, Central, Hong Kong. The agreement was terminated on 30^th April, 2010, and we moved to Room 306, 3^rd Floor, Beautiful Group Tower, 77 Connaught Road, Central, Hong Kong in late May which is also provided by Easterly for free. We have no plans to obtain additional office space for the next twelve months until our business is more developed.

ITEM 3.

LEGAL PROCEEDINGS.

The Company is not a party to any significant pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 4.

(REMOVED AND RESERVED).

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

No public trading market exists for the Company’s securities.  As of the date of this Form 10-K, the Company’s securities are currently held of record by a total of 27 persons. No dividends have been declared or paid on the Company’s securities, and it is not anticipated that any dividends will be declared or paid in the foreseeable future.

ITEM 6.

 SELECTED FINANCIAL DATA.

Not Applicable.  

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY

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THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

Overview

DNA Systems, Inc. was incorporated in the State of Nevada on October 25, 2007.  Our business operations are oriented towards providing event organizing services to business partners. Our overall objective is to create an event organizing business by building a corporate image as a reliable, trustworthy partner that provides high quality event planning and organizing service to our clients.

As noted above, on April 11, 2008, DNAS entered into the Agreement with DNAF Limited, pursuant to which DNAS agreed to provide venues for DNAF Limited to organize conferences, seminars, corporate trainings and programs in line with professional events; a copy of the Agreement was filed as Exhibit 10.1 to the Company’s registration statement on Form S-1 which was filed with the SEC on July 31, 2008, and is hereby incorporated by reference. Initially, we will provide the conference room located at our executive office as the venue for the professional events of DNAF Limited.  

Under the Agreement, DNAS provides a comprehensive service for special promotions, business and marketing events. Our team will handle any event from concept to realization and will address DNAF Limited’s needs and desires, with regard to the venue setting, seating, decorations, refreshments and menus. Furthermore, pursuant to the Agreement, we will facilitate the time schedules and event flow and will serve as a point of contact for the site staff and participants. As stated in the Agreement, DNAF Limited shall pay us for the services rendered. The fees for the services that we provide are dependent upon the size, type and duration of the event. The fees shall be paid on the first of the month following the month in which the event was organized by us. On May 27, 2008, the Company commenced its business and earned US$6,407 in revenue for providing event organizing services to DNAF Limited.

Our president and director, Mr. Wilson Cheung, has several contacts within the Hong Kong business community which we believe will assist us in developing our business operations. Mr. Cheung plans to contact various representatives within the Hong Kong business community who are interested in organizing corporate events, however there is no assurance that we will achieve or sustain profitability on an annual or quarterly basis.

Plan of Operations in the next 12 months

During the next twelve months, the Company expects to continue its efforts to seek for any potential business partners to provide event organizing services to them.  We hope to build up our corporate reputation and align ourselves with additional business partners to provide our event organizing services to them. The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities.  The main stockholder plans to temporarily advance capital to maintain normal operations. The main stockholder has agreed to provide temporary financing to the Company, but is not contractually obligated to do so.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  If the main stockholder ceases to advance capital and we fail to raise additional funding to fund our operating expenses, we may have to delay, scale back or discontinue some or all of our operations.

We have no real property and currently operate from office space provided by Easterly Financial Investment

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Limited (“Easterly”). On May 1, 2009, the Company started paying the management fee of US$2,581 to Easterly for its provision of general administrative services and office premises. Easterly is located at Room 2213-14, 22nd Floor, Jardine House, 1 Connaught Place, Central, Hong Kong. The agreement was terminated on April 30, 2010, and we moved to Room 306, 3rd Floor, Beautiful Group Tower, 77 Connaught Road, Central, Hong Kong in late May which is provided by Easterly for free. We have no plans to obtain additional office space for the next twelve months until our business is more developed.

Results of Operations

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended April 30, 2011. The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-K.  Our financial statements are stated in US Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Results of Operation for DNA Systems, Inc. for the Fiscal Year Ended April 30, 2011 Compared to the Fiscal Year Ended April 30, 2010.

Revenue

Revenue.  During the fiscal year ended April 30, 2011, the Company had no revenue as compared to no revenue during the fiscal period ended April 30, 2010. No revenue was generated by the Company during the fiscal year ended April 30, 2011 due to the fact that the Company was unable to locate any prospective business partners.

Expenses

Expenses.  During the fiscal year ended April 30, 2011, the Company had operating expenses of $14,634 as compared to expenses of $88,494 during the fiscal period ended April 30, 2010, a decrease of $73,860. The decrease in expenses experienced by the Company was primarily attributable to decreases experienced by the Company regarding business operations, the exploration of new business opportunities, meeting with potential customers, and locating business partners.

Net Loss

The Company had a net loss of $14,634 for the fiscal year ended April 30, 2011 as compared to net loss of $88,494 for the fiscal period ended April 30, 2010, a change of $73,860. The decrease in net loss experienced by the Company was primarily attributable to decreases experienced by the Company in its expenses.

Liquidity and Capital Resources

As of April 30, 2011, our balance sheet reflects that we have total assets of $1,066, as compared to total assets of $1,852 as of April 30, 2010, a decrease of $786. As of April 30, 2011, our balance sheet reflects that we have total current liabilities of $36,082, as compared to total current liabilities of $121,838 as of April 30, 2010, a decrease of $85,756. As of April 30, 2011, the Company has an accumulated deficit of $143,218.  

The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities. The Company has no agreement in place with its stockholder or other persons to pay expenses on its behalf, but it is currently anticipated that the Company will rely on loans from the stockholder, Mr. Wilson Cheung, to pay any daily operating expenses prior to any fund raising exercise. The Company anticipates that this arrangement will not change until the Company is able to generate enough revenue to cover the Company’s operating expenses.

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Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED APRIL 30, 2011

INDEX

Page

Report of independent registered public accounting firm

9

Balance sheets

10

Statements of operations and comprehensive loss

11

Statements of stockholders’ deficit

12

Statements of cash flows

13

Notes to the financial statements

14 - 18

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the sole director and stockholders of DNA Systems, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of DNA Systems, Inc. (the “Company”) as of April 30, 2011 and 2010, and the related statements of operations and comprehensive loss, stockholders’ (deficit) equity and cash flows for the years ended April 30, 2011 and April 30, 2010 and from inception on October 25, 2007 through April 30, 2011. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2011 and 2010, the results of its operations and its cash flows for the years ended April 30, 2011 and April 30, 2010 and from inception on October 25, 2007 through April 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As described in note 1 to the financial statements, the Company is a development stage company and had an accumulated deficit as of April 30, 2011.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PKF

Certified Public Accountants

Hong Kong, China

July 28, 2011

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF APRIL 30, 2011 AND 2010

See accompanying notes to the financial statements.

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED APRIL 30, 2011 AND APRIL 30, 2010

AND FROM INCEPTION ON OCTOBER 25, 2007 THROUGH APRIL 30, 2011

See accompanying notes to the financial statements.

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FROM INCEPTION ON OCTOBER 25, 2007 THROUGH APRIL 30, 2011

See accompanying notes to the financial statements.

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED APRIL 30, 2011 AND APRIL 30, 2010

AND FROM INCEPTION ON OCTOBER 25, 2007 THROUGH APRIL 30, 2011

See accompanying notes to the financial statements.

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DNA SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED APRIL 30, 2011

1.

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Corporate information

DNA Systems, Inc. (the “Company” or “DNAS”) was incorporated in the State of Nevada on October 25, 2007 for the purpose of exploring new business opportunities. The Company is a development stage company and has not yet generated any significant revenue from its operations.

On April 11, 2008, the Company entered into an agreement with DNA Financial Systems (HK) Limited (“DNAF Limited”), a Hong Kong corporation founded in 2005, pursuant to which the Company agreed to provide venues for DNAF Limited to organize conferences, seminars, corporate trainings and programs in line with professional events.

Continuance of operations

These financial statements are prepared on a going concern basis, which has considered the realization of assets and satisfaction of liabilities in the Company’s normal course of business. As of April 30, 2011, the Company had cash and cash equivalents of US$1,066, working capital deficit and stockholders’ deficit of US$35,016 and accumulated deficit during the development stage of US$143,218 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans on the continuation of the Company as a going concern include financing the Company’s existing and future operations through additional issuance of common stock and/or advances from the major stockholder and seeking for profitable business opportunities. However, the Company has no assurance with respect to these plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Basis of preparation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Cash and cash equivalents

Cash and cash equivalents comprise highly liquid investments with original maturity of three months or less.  As of April 30, 2011, cash and cash equivalents consisted of bank balances of US$582 and cash on hand of US$484.

Concentration of risk

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The Company keeps cash in Hong Kong dollar (“HKD”) and maintains a HKD savings account with a commercial bank in Hong Kong, which are financial instruments that are potentially subject to concentration of credit risk. During the reporting periods, the Company did not engage in any hedging activities.

Income taxes

The Company accounts for income tax in accordance with ASC 740 “Income Taxes” (previously SFAS No. 109), which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statement bases of assets and liabilities. A valuation allowance is recognized on deferred tax assets when it is more likely than not that these deferred tax assets will not be realized.

Foreign currency translation

The Company kept cash and cash equivalents and incurred expenses in HKD during the reporting periods and thus HKD is considered to be the Company’s functional currency. Transactions denominated in currencies other than HKD are translated into HKD at the applicable rates of exchange prevailing at the dates of the transactions. Monetary assets and liabilities denominated in other currencies are translated into HKD at the rates of exchange prevailing at the balance sheet date. Exchange gains and losses are included in the determination of net loss.

For financial reporting purposes, HKD has been translated into United States dollars (“US$”) as the reporting currency. Assets and liabilities are translated into US$ at the exchange rate in effect at the period end. Income and expenses are translated at average exchange rate prevailing during the period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ deficit as “Accumulated other comprehensive (loss) income”. Gains and losses resulting from foreign currency translation are included in other comprehensive loss.

Conversion of amounts from HKD into US$ had been made at the exchange rate of US$1 for HKD7.7690 as of April 30, 2011.  There was no significant change in the exchange rate between HKD and US$ after the balance sheet date.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and the accompanying notes during the reporting periods.  Actual results could differ from those estimates.

Fair values of financial instruments

The Company’s financial instruments include cash and cash equivalents, accrued audit fee and amount due to a stockholder.  Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.  The respective carrying values of these financial instruments approximate their fair values since they are short-term in nature or they are receivable or payable on demand.

Recently Issued Accounting Pronouncements

Accounting for Transfers of Financial Assets (Included in amended Topic ASC 860 “Transfers and

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Servicing”, previously SFAS No. 166, “Accounting for Transfers of Financial Assets - an Amendment of Financial Accounting Standard Board (“FASB”) Statement No. 140.”). The amended topic addresses information a reporting entity provides in its financial statements about the transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. Also, the amended topic removes the concept of a qualifying special purpose entity, limits the circumstances in which a transferor derecognizes a portion or component of a financial asset, defines participating interest and enhances the information provided to financial statement users to provide greater transparency. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of May 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities - Amended (Included in amended Topic ASC 810 “Consolidation”, previously SFAS 167 “Amendments to FASB Interpretation No. 46(R)”). The amended topic requires an enterprise to perform an analysis to determine the primary beneficiary of a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. The amended topic also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The amended topic is effective for the first annual reporting period beginning after November 15, 2009 and will be effective for us as of May 1, 2010. The adoption of this amended topic has no material impact on the Company’s financial statements.

The FASB issued Accounting Standards Update (ASU) No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements - A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this ASU update on the Company’s financial statements.

The FASB issued ASU No. 2010-06 “Improving Disclosures about Fair Value Measurements.” The ASU amends previously issued authoritative guidance and requires new disclosures and clarifies existing disclosures and is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. As this requires only additional disclosures, the guidance will have no impact on our financial position or results of operations.

The FASB issued ASU No. 2010-02, “Consolidation (Topic 810) Accounting and Reporting for Decreases in Ownership of a Subsidiary - a Scope Clarification”. This amendment affects entities that have previously adopted Topic 810-10 (formally SFAS 160). It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already

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adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The adoption of this ASU update has no material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU 2010-09, Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements, which amends FASB ASC Topic 855, Subsequent Events. The update provides that SEC filers, as defined in ASU 2010-09, are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The update also requires SEC filers to evaluate subsequent events through the date the financial statements are issued rather than the date the financial statements are available to be issued. The Company adopted ASU 2010-09 upon issuance. This update had no material impact on the financial position, results of operations or cash flows of the Company.

2.

INCOME TAXES

A reconciliation of income taxes at statutory rate in the United States is as follows :-

In July 2006, the FASB issued ASC 740 (previously Interpretation No. 48 “Accounting for Uncertainty in Income Taxes”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax position and considered that no additional provision for uncertainty in income taxes is necessary as of April 30, 2011.

Recognized deferred income tax asset is as follows :-

As of April 30, 2011, the Company had incurred operating losses of US$143,218 which, if unutilized, will expire through to 2031. Future tax benefits arising as a result of these losses have been offset by a valuation allowance.

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3.

NET LOSS PER SHARE

During the reporting periods, the Company did not have any dilutive instruments. Accordingly, the reported basic and diluted loss per share is the same.

4.

COMMON STOCK

The Company was incorporated on October 25, 2007 with authorized capital of 65,000,000 shares of common stock of US$0.001 par value. On December 7, 2007, 8,500,000 shares of common stock of US$0.001 par value totaling US$8,500 were issued for cash.

On September 24, 2010, 200,000 shares of common stock of US$0.001 par value totaling US$200 were issued to 25 investors for cash of US$100,000.

5.

STOCK INCENTIVE PLAN

The Company has not established any stock incentive plan since its incorporation.

6.

COMMITMENTS AND CONTINGENCIES

The Company had no commitments or contingent liabilities as of April 30, 2011.

7.

RELATED PARTY TRANSACTIONS

The majority stockholder, who is also the director, advanced US$30,225 to the Company to finance its working capital as of April 30, 2011.  The advance is interest-free, unsecured and repayable on demand.

The Company paid management fee of US$30,946 and US$38,664 to a related company for the provision of general administrative services and office premises during the year ended April 30, 2010 and from inception on October 25, 2007 through April 30, 2010 respectively.  The related company is controlled by the Company’s director.

8.

SUBSEQUENT EVENTS

The Company has evaluated all subsequent events and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the fiscal year ended April 30, 2011, there were no disagreements with our accountants on accounting and financial disclosure.

ITEM 9A.    CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the issuer are

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being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the principal executive officer and principal financial officer, does not expect that the Company’s internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

With the participation of the principal executive officer and principal financial officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011 based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of April 30, 2011, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

There was no change in the Company’s internal control over financial reporting during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.     OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth, as of April 30, 2011, the names and ages of the directors and executive officers of the Registrant, the principal positions with the Registrant held by such persons and the date such persons became a director or executive officer. The executive officers are elected annually by the Board of Directors. The directors serve one year terms or until their successors are elected.  

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Biographical Information

Mr. Wilson Kin Cheung. Wilson Kin Cheung has been the President, Treasurer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director of　DNAS since October 2007 to the present. His responsibilities include general and financial management. Mr. Cheung has more than ten years of experience in the investment banking and corporate finance areas in Hong Kong markets. From July 2005 to the present, Mr. Cheung has been the managing director of Easterly Financial Investment Limited, a Hong Kong corporation, which provides financial advisory services in the Asia Pacific region. From April 2002 to July 2005, Mr. Cheung was a director of Apex Wealth Enterprises Limited, a BVI company (now known as China Security and Surveillance Technology, Inc.) whose business is to manufacture, distribute, install and service security and surveillance products and systems and to develop security and surveillance related software in China. Mr. Cheung was with First Asia Finance Group Limited from December 2001 to July 2005.

Mr. Cheung is currently an officer and director of three other companies which are reporting companies under the Securities Exchange Act of 1934: i) in August 2005 he has been the president and director of Beijing Century Health Medical, Inc. (fka Super Luck, Inc.), a Delaware corporation which is engaged in holding the intellectual property rights, production rights, and sale rights of the First Chinese Medicine Acquired Immunodeficiency Syndrome (“AIDS”) Capsules ; ii) since December 2005, he has been the president and director of Market Data Consultants, Inc., a Delaware corporation which is in business of reselling a market data management software products; and iii) since August, 2006, he has been the president and director of China Multimedia, Inc., a Nevada corporation established to provide web design solutions and introduce potential business opportunities to business partners.

Mr. Cheung holds a Bachelor of Business degree from the Swinburne University of Technology in Melbourne, Australia. He obtained an EMBA in the Chinese University of Hong Kong in 2006. Currently, Mr. Cheung devotes approximately 20% of his time to DNAS. He also devotes approximately 20% of his time to each of Beijing Century Health Medical, Inc., Market Data Consultants, Inc., China Multimedia, Inc., and Easterly Financial Investment Limited, respectively. None of these companies are in the same business as DNAS and, as a result, there would be no direct conflicts among DNAS and these entities.

Ms. Vivian Wing Yee Poon. Vivian Wing Yee Poon has been the Chief Executive Officer of DNAS since October to the present, and the secretary of DNAS since August.  She is responsible for the general administrative work and management of the Company. Ms. Poon has been working in Easterly Financial Investment Limited, a Hong Kong corporation, which provides financial advisory services in the Asia Pacific region since January 2007. From August 2005 to October 2006, Ms. Poon worked as a Department Officer in Hospital Authority. Ms. Poon is currently the Secretary of two other reporting companies under the Securities Exchange Act of 1934: i) since February 2008, she has been the secretary of China Multimedia, Inc., a Nevada corporation established to provide web design solutions and introduce potential business opportunities to business partners; and ii) since April 2008, she has been the secretary of Market Data Consultants, Inc. a Delaware corporation which is in business of reselling a market data management software products. Her responsibilities are to oversee the general and administrative tasks. Ms. Poon graduated from the University of Hong Kong with a Bachelor Degree in Science in 2005.

Family Relationships

There are no family relationships between any of the current directors or officers of the Company.

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Involvement in Certain Legal Proceedings

To the best of its knowledge, the Company’s directors and executive officers were not involved in any legal proceedings during the last ten years as described in Item 401(f) of Regulation S-K.

Directorships

In addition to serving as a director of the DNAS, Mr. Wilson Kin Cheung serves as a director of Beijing Century Health Medical, Inc. (fka Super Luck, Inc.), Market Data, Inc., and China Multimedia, Inc.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based solely upon a review of the forms submitted to the Company with respect to its most recent fiscal year, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.  

Code of Ethics

The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.  

ITEM 11.

EXECUTIVE COMPENSATION.

Executive Compensation

The following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer , chief financial officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

Summary Compensation Table –

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Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the fiscal year ended April 30, 2011.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans.

Director Compensation

We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.

The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended April 30, 2011.  

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 30, 2011, certain information with respect to the common stock beneficially owned by (i) each director, nominee to the Board of Directors and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all directors and executive officers as a group:

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(1)

The person listed is an officer, a director, or both, of the Company.

(2)

Ms. Josephine Wai Wai Cheung is the sister of Mr. Wilson Kin Cheung.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions

From inception, October 25, 2007 to April 30, 2011, our majority stockholder has loaned DNAS a total of $30,225. The loan is unsecured, does not bear interest and is repayable upon demand.   

No officer, director, promoter, or affiliate of DNAS has or proposes to have any direct or indirect material interest in any asset proposed to be acquired by DNAS through security holdings, contracts, options, or otherwise.

We have adopted a policy under which any consulting or finder’s fee that may be paid to a third party for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock rather than in cash.  Any such issuance of stock would be made on an ad hoc basis. Accordingly, we are unable to predict whether, or in what amount, such a stock issuance might be made. DNAS may pursue the acquisition of additional businesses that may provide new business opportunities. In the event that an acquisition candidate purchases the shares of DNAS, it is more likely than not that such a candidate would pay a price higher than the price originally paid by our current stockholders.  However, there is no guarantee that the stockholders will make a profit on such a transaction.  

It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of DNAS’s directors or executive officers or to any other affiliate of us except as described under "Executive Compensation" above.

DNAS does not maintain an office, but it does maintain a mailing address at the office of its President, Mr. Wilson Cheung, for which it pays management fee to a related company, which is controlled by Mr. Cheung, for the provision of general administrative services and office premises and for which it anticipates paying such fee in the future. It is likely that DNAS will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.

Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by DNAS’s current stockholder to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholder, or requiring the future employment of specified officers and payment of salaries to them. A sale of securities by our current stockholders to an acquisition candidate might be at a price higher than that originally paid by our current

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stockholders. Any payment to our current stockholder in the context of an acquisition involving DNAS would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

Director Independence

The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.

For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Company’s board of directors may not find independent a director who:

1.

is an employee of the company or any parent or subsidiary of the company;

2.

accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

3.

is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

4.

is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;

5.

is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or

6.

is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

Based upon the foregoing criteria, our Board of Directors has determined that Wilson Cheung is not an independent director under these rules as he is also employed by the Company as its President.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

(1)

The aggregate fees billed by PKF Certified Public Accountants, Hong Kong, China, a member firm of the PKF International Limited network of legally independent firms (“PKF Hong Kong”) for audit and

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review of the Company’s financial statements were $9,751 for the fiscal year ended April 30, 2011, and $8,387 for the year ended April 30, 2010.

Audit Related Fees

(2)

PKF Hong Kong did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s financial statements during the fiscal year/period ended April 30, 2011 and 2010.

Tax Fees

(3)

No fees were billed by PKF Hong Kong for tax compliance, advice and planning for the fiscal year/period ended April 30, 2011 and 2010.

All Other Fees

 (4)

PKF Hong Kong did not bill the Company for any products and services other than the foregoing during the fiscal year/period ended April 30, 2011 and 2010.

Audit Committee’s Pre-approval Policies and Procedures

(5)

DNA Systems, Inc. does not have an audit committee per se. The current board of directors functions as the audit committee.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)  

Exhibits.

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* Filed Herewith

DNA SYSTEMS, INC.

By: /s/ Wilson Cheung, President

Date: July 28, 2011

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

By: /s/ Wilson Cheung, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director

Date: July 28, 2011

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