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 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 October 30,
2019 letter.
Offering Statement on Form 1-A/A filed November 14, 2019
Cover Page
1. There was no response to prior comment 1 and no changes to the disclosure
to address the
inconsistencies regarding the termination date and circumstances under
which you will
terminate the offering. Please advise or revise. We note, for example,
that the closing date
noted on the cover page continues to differ from that found in the Plan
of Distribution.
Business Overview, page 3
2. We note your response to prior comment 2, but are unable to determine
where you have
made revisions in your Business Overview section. Please advise or
revise.
Adrian McKenzie
DNA Brands Inc.
November 22, 2019
Page 2
Liquidity, page 42
3. We note your response to prior comment 3, and related comment 4, but are
unable to
determine where you have made revisions in your offering circular. Please
revise to
address prior comments 3 and 4, in each instance as of the most recent
practicable date, or
advise us why you believe no revisions are needed.
Financial Statements, page F-20
4. We note the balance sheet as of December 31, 2017 is no longer presented
in this
amendment. Please provide the balance sheet in an amendment to your Form
1-A.
5. We note your response to prior comment 6. You stated that such
information was
attached.; however, we note no such information was provided in the
filing. As requested,
please present the statement of changes in stockholders' equity for each
of the two fiscal
years (i.e. December 31, 2018 and 2017) preceding the date of the most
recent balance
sheet. Refer to Form 1-A Part F/S (b)(4).
6. We note your response to prior comment 7. You stated that the requested
information was
attached; however, we note no such information was provided in the
filing. Please present
the beginning and ending cash balance for the year ended December 31,
2017 and
reconcile the ending cash balance to the corresponding balance sheet
amount.
General
7. We note your response to prior comment 8 and that you have changed your
offering from
125 million to 250 million shares. Please also change the reference from
125 million
shares to 250 million shares on pages 72 and 73 under the sections
"Shares Eligible for
Future Sale" and "Plan of Distribution."
You may contact Christie Wong, Staff Accountant, at 202-551-3684 or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415 or Kathleen Krebs, Special Counsel, at 202-551-3350
with any other
questions.
Sincerely,
FirstName LastNameAdrian McKenzie
Division of
Corporation Finance
Comapany NameDNA Brands Inc.
Office of Trade &
Services
November 22, 2019 Page 2
cc: Donnell Suares
FirstName LastName