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                                   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,  the Board of Directors on May 3,
2013,  adopted  the  following  resolution  amending  the  designation  of  this
Corporation's  which as the Series C Preferred Shares  originally filed with the
Colorado Securetary of State on July 31, 2012.

     The relative  rights and  preferences  of the Series C Preferred  Stock (as
amended) are as follows:

     1.  Designation and Amount.  The shares of such series shall be designed as
"Series C Preferred Shares" (the "Series C Preferred Shares"), and the number of
shares  constituting  such  series  shall  be  400,000.  The  number  of  shares
constituting   such  series  may,   unless   prohibited   by  the   Articles  of
Incorporation,  be decreased by resolution  of the Board of Directors;  provided
that no  decrease  shall  reduce  the number of Series C  Preferred  Shares to a
number less than the number of shares then outstanding plus the number of shares
issuable upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible in Series C Preferred Shares.

     2. Dividends and Distributions

     (i) The holders of Series C Preferred  Shares, in preference to the holders
of Common Shares, shall be entitled to receive,  when, as and if declared by the
Board of  Directors  out of funds  legally  available  for the  purpose,  annual
dividends  payable in cash on the 31st day of  December  in each year (each such
date being  referred to herein as a "Dividend  Payment  Dates"),  commencing  on
December 31, 2013 at the rate of $0.01 per share per year.

     (ii)  Dividends  which are not  declared  will not  accrue.  Dividends  not
declared  will  not  cumulate.  Accrued  but  unpaid  dividends  shall  not bear
interest. Dividends paid on the Series C Preferred Shares in an amount less than
the total amount of such  dividends at the time such  dividends are declared and
become payable shall be allocated pro rata on a  share-by-share  basis among all
such shares  outstanding  at that time.  The Board of Directors may fix a record
date for the  determination  of holders of Series C Preferred Shares entitled to
receive payment of a dividend or  distribution  declared  thereon,  which record
date  shall be not more than  thirty  (30) days  prior to the date fixed for the
payment thereof.


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    3. Voting  Rights.  Each Series C Preferred  Share will  entitle the holder
thereof to 300 votes on all matters  submitted to a vote of the  shareholders of
the Corporation.

     Except  as  otherwise  provided  herein  or in  any  other  Certificate  of
Designation  creating a series of  Preferred  Shares or by law,  the  holders of
Series C Preferred Shares and the holders of Common Shares and any other capital
shares of the  Corporation  having  general voting rights shall vote together as
one  class  on all  matters  submitted  to a vote  of  the  shareholders  of the
Corporation.

     4. Certain Restrictions

     (i)  Whenever  dividends  declared  or other  distributions  payable on the
Series C  Preferred  Shares as  provided  in  Section 2 hereof  are in  arrears,
thereafter  and  until  all  unpaid  dividends  and  distributions  on  Series C
Preferred Shares outstanding shall have been paid in full, the Corporation shall
not:

     (a)  declare  or pay  dividends,  or make any other  distributions,  on any
shares of stock  ranking  junior  (either as to dividends  or upon  liquidation,
dissolution or winding up) to the Series C Preferred Shares;

     (b)  declare  or pay  dividends,  or make any other  distributions,  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series C Preferred Shares,  except dividends
paid ratably on the Series C Preferred Shares and all such parity stock on which
dividends  are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

     (ii) The Corporation  shall not permit any subsidiary of the Corporation to
purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
Corporation unless the Corporation could, under subparagraph (i) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Reacquired  Shares. Any Series C Preferred Shares purchased or otherwise
acquired by the Corporation in any manner whatsoever shall constitute authorized
but  unissued  Preferred  Shares and may be  reissued as part of a new series of
Preferred Shares by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein, in the Articles
of Incorporation,  or in any other Certificate of Designation  creating a series
of Preferred Shares or as otherwise required by law.

     6.   Liquidation,   Dissolution  or  Winding  Up.  Upon  any   liquidation,
dissolution or winding up of the Corporation,  no distribution  shall be made to
the holders of shares of stock  ranking  junior  (either as to dividends or upon
liquidation, dissolution or winding up) to the Series C Preferred Shares unless,
prior  thereto,  the holders of Series C Preferred  Shares  shall have  received
$0.67 per share,  plus an amount  equal to  declared  and unpaid  dividends  and
distributions thereon to the date of such payment.

     7.  Consolidation,  Merger,  Exchange,  etc.. In case the Corporation shall
enter into any consolidation,  merger, combination,  statutory share exchange or
other  transaction  in which the Common Shares are exchanged for or changed into
other stock or  securities,  money and/or any other  property,  then in any such
case the Series C Preferred Shares shall at the same time be similarly exchanged

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or changed  into an amount  per share  equal to the  aggregate  amount of stock,
securities,  money and/or any other property  (payable in kind), as the case may
be, into which or for which each Common  Share is changed or  exchanged.  In the
event the  Corporation  shall at any time  after May 3, 2013  declare or pay any
dividend on Common Shares payable in Common  Shares,  or effect a subdivision or
combination   or   consolidation   of  the   outstanding   Common   Shares   (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each  such case the  amount  set forth in the  preceding  sentence  with
respect to the exchange or change of Series C Preferred Shares shall be adjusted
by multiplying  such amount by a fraction,  the numerator of which is the number
of Common Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding  immediately prior to
such event.

     IN  WITNESS   WHEREOF,   I  have  executed  this  Amended   Certificate  of
Designation, Preferences and Rights this 3rd day of May, 2013.

                                    /s/ Darren M. Marks
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                                    Darren M. Marks, President