SEC – ‘UPLOAD’ from 4/8/21 re: Dna Brands Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 4/8/21, at 9:30am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-4237

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     28K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     7K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

April 8, 2021           

Adrian McKenzie                                                   
Chief Executive Officer                                           
DNA Brands, Inc.                                                  
275 E Commercial Blvd #208                                        
Lauderdale by the Sea, FL 33308                                   

                                                    Re: DNA Brands, Inc.
                                                        Amended Offering
Statement on Form 1-A                                                           
                                                       Filed March 30,
2021                                                                            
                                                          File No. 024-11471

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 with
information so we                                                               
may better understand your disclosure.                            

             Please respond to this letter by amending your offering statement
and providing the                                                               
     requested information. If you do not believe our comments apply to your
facts and                                                                       
      circumstances or do not believe an amendment is appropriate, please tell
us why in your                                                                  
response.                                                         

            After reviewing any amendment to your offering statement and the
information you                                                                 
     provide in response to these comments, we may have additional comments.
Unless we note                                                                  
      otherwise, our references to prior comments are to comments in our March
30, 2021 letter.                                                                

Amended Offering Statement on Form 1-A filed March 30, 2021       

Exhibit 12.1                                                      

1.                                                   The assumptions in   
sections (a) and (b) of the third paragraph are overly broad and                
                                                     assume material facts
underlying the opinion. Please delete accordingly. Refer to Staff               
                                                     Legal Bulletin No. 19
Section II.B.3.a.                                                               
Adrian McKenzie                                                               
FirstName   LastNameAdrian McKenzie                                             
DNA Brands,    Inc.                                                             
Comapany                                                                        
April       NameDNA Brands, Inc.                                                
8, 2021                                                           
April 28, 2021 Page 2                                                           
Page                                                                            
FirstName LastName                                                              
     Please contact Nicholas Lamparski at (202) 551-4695 or Lilyanna Peyser at
(202) 551-                                                                      
3222 with any questions.                                                        

                                            Sincerely,

                                             Division of
Corporation Finance                                                             
                                                   Office of Trade &
Services                                                                        
cc:      Milan Saha                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
		4/28/21		1-A-W,  1-A/A,  UPLOAD
Filed on:		4/8/21		1-A/A,  UPLOAD
		3/30/21		1-A/A,  UPLOAD
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