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
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
506 N.W. 77th Street
Boca Raton, Florida, 33487
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (954) 978-8401
N/A
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(Former name or former address if changed since last report)
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
Between January 1, 2012 and December 15, 2012, the Company:
o issued 3,124,050 shares of its common stock for services rendered,
o issued 20,000 shares of its common stock as a result of the conversion
of preferred stock,
o sold 3,656,925 shares of its common stock in private offerings. The
Company received $526,544 from the sale of these shares.
No commissions were paid in connection with the issuance of these
securities.
On August 20, 2012 the Company issued 3,499,666 shares of its common stock
in connection with thte conversion of a promissory note in the principal amount
of $524,950.
The Company relied upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933 with respect to the sale of the
shares. The purchasers of these securities were sophisticated investors who were
provided full information regarding the Company's business and operations. There
was no general solicitation in connection with the offer or sale of these
securities. The purchasers acquired these securities for their own accounts. The
shares cannot be sold unless pursuant to an effective registration statement or
an exemption from registration.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 19, 2012
DNA BRANDS, INC.
By: /s/ Darren Marks
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Darren M. Marks,
Chief Executive Officer
