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): July 31, 2011
DNA BRANDS, INC.
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(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
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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.
During the twelve months ended July 31, 2012 the Company sold 2,850,187
shares of its common stock to private investors for a total amount of
$987,658.66.
No commissions were paid in connection with the sale of these securities.
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 our 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 account. The shares cannot be
sold unless pursuant to an effective registration statement or an exemption from
registration.
2
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: August 7, 2012
DNA BRANDS, INC.
By: /s/ Darren M. Marks
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Darren M. Marks, Chief Executive
Officer
