0001393905-21-000219.txt : 20210428 0001393905-21-000219.hdr.sgml : 20210428 20210428144426 ACCESSION NUMBER: 0001393905-21-000219 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210428 DATE AS OF CHANGE: 20210428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNA BRANDS INC CENTRAL INDEX KEY: 0001419995 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 260394476 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11471 FILM NUMBER: 21863515 BUSINESS ADDRESS: STREET 1: 275 E COMMERCIAL BLVD STREET 2: #208 CITY: LAUDERDALE BY THE SEA STATE: FL ZIP: 33308 BUSINESS PHONE: 5616545722 MAIL ADDRESS: STREET 1: 275 E COMMERCIAL BLVD STREET 2: #208 CITY: LAUDERDALE BY THE SEA STATE: FL ZIP: 33308 FORMER COMPANY: FORMER CONFORMED NAME: FAMOUS PRODUCTS INC DATE OF NAME CHANGE: 20071130 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001419995 XXXXXXXX 024-11471 false false true DNA BRANDS INC CO 2007 0001419995 7510 26-0394476 1 1 275 E. COMMERCIAL BLVD., #208 #208 LAUDERDALE BY THE SEA FL 33308 561-654-5722 Adrian Patasar-McKenzie Other 14577.00 0.00 0.00 10882.00 1051448.00 107752.00 0.00 2726096.00 -32568710.00 1051448.00 249013.00 1494485.00 3863.00 -1245472.00 0.00 0.00 Common Stock 4494953 23328Q208 OTC Pink Preferred Stock 2355000 NA NA 0 true true false Tier1 Unaudited Equity (common or preferred stock) Y Y Y Y N N 20000000 5717082 0.5000 10000000.00 0.00 0.00 0.00 10000000.00 Various 25000.00 Various 2500.00 9972500.00 true false CO CT FL GA NY false DNA Brands, Inc. Convertible Note 50000 0 50000 DNA Brands, Inc. Convertible Note 50000 0 50000 DNA Brands, Inc. Convertible Note 100000 0 100000 DNA Brands, Inc. Convertible Note 30000 0 30000 Securities Act Section 4(2) PART II AND III 2 dnax_p2.htm PART II PART II

 

Registration No.  024-11471

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-A/A

Amendment #6

 

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

 

DNA BRANDS, INC.

(Exact name of issuer as specified in its charter)

 

Colorado

(State or other jurisdiction of incorporation or organization)

 

275 E Commercial Blvd #208

Lauderdale by the Sea, FL 33308

(561) 654-5722

(Address, including zip code, and telephone number,

including area code, of issuer’s principal executive office)

 

URS Agents LLC

36 South 18th Avenue

Brighton, Colorado 80601

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

7371

 

26-0394476

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer Identification Number)

 

 

This Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION,

 

DATED APRIL 28, 2021

 

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission on March 3, 2012, including restated amendments made there to Form 1-A/A on March 19, 2021 (“Amendment No. 1”), March 30, 2021 (“Amendment No. 2), April 8, 2021 (“Amendment No. 3”), April 13, 2021 (“Amendment No. 4”) and April 26, 2021 (“Amendment No. 5”). This ‘exhibits only’ amendment is solely filed to include exhibit 12.1, the Legal Opinion of Jeff Turner, P.A..

 

These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. The offering statement shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed may be obtained.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

PART III - EXHIBITS

 

Index to Exhibits

 

Exhibit Number

Exhibit Description

2.1

Articles of Incorporation

2.2

By-Laws

4.1

Subscription Agreement

6.1

Employment Agreement between DNA Brands, Inc. and Adrian McKenzie/ PBDC LLC

10.1

Software Acquisition Agreement between DNA Brands, Inc. and Santo Blockchain Labs Corp.

11.1

Consent of Jeff Turner, P.A. (included in the Opinion)

12.1

Opinion of Jeff Turner, P.A.*

 

* filed herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PIII-1

 

SIGNATURE

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on behalf by the undersigned, thereunto duly authorized, in Fort Lauderdale, State of Florida, on April 28, 2021.

 

 

DNA BRANDS, INC.

 

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

By: /s/ Adrian McKenzie

Name: Adrian McKenzie

Title: Chief Executive Officer, Director and Principal Financial Officer

 

Date: April 28, 2021

 

 

By: /s/ Adrian McKenzie

Name: Adrian McKenzie

Title: Chief Financial Officer (Principal Financial Officer)

 

Date: April 28, 2021

 

 

SIGNATURES OF DIRECTORS:

 

 

By: /s/ Adrian McKenzie

Name: Adrian McKenzie

Title: Chief Executive Officer, Director

 

Date: April 28, 2021

 

 

 

 

 

 

 

 

 

 

 

PIII-2

 EX1A-12 OPN CNSL 3 dnax_ex12.htm LEGAL OPINION Legal Opinion and Consent

Exhibit 1A-12

 

JDT LEGAL, PLLC

Jeffrey Turner, Esq.

897 Baxter Drive

So. Jordan, Utah 84095

(801) 810-4465

Admitted in the State of Utah

 

April 8, 2021

 

Adrian McKenzie

Chief Executive Officer

DNA Brands, Inc.

275 E. Commercial Blvd #208

Lauderdale-by-the-Sea, FL 33308

 

Dear Mr. McKenzie:

 

I have acted, at your request, as special counsel to DNA Brands, Inc., a Colorado corporation (the “Company”), for the purpose of rendering an opinion as to the legality of 20,000,000 shares of common stock offered by the Company at $0.50 per share of Company common stock, par value $0.00001 per share to be offered and distributed by the Company (the “Shares”), pursuant to an Offering Statement filed under Regulation A of the Securities Act of 1933, as amended, by the Company with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

 

In rendering this opinion, I have reviewed (a) statutes of the State of Colorado, to the extent I deem relevant to the matter opined upon herein; (b) true copies of the Articles of Incorporation of Company and all amendments thereto; (c) the By-Laws of the Company; (d) selected proceedings of the board of directors of the Company authorizing the issuance of the Shares; (e) certificates of officers of the Company and of public officials; (f) and such other documents of the Company and of public officials as I have deemed necessary and relevant to the matter opined upon herein.

 

I have assumed (a) all of the documents referenced herein (collectively, the "Documents") are true and correct copies of the original documents and the signatures on such documents are genuine; (b) the persons that executed the Documents have the legal capacity to execute the Documents; and (c) the status of the Documents as legally valid and  binding  instruments is not affected by any (i) violations of statutes, rules, regulations or court or governmental orders, or (ii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

 

Based upon my review described herein, it is my opinion the Shares are duly authorized and when/if issued and delivered by Company against payment therefore, as described in the offering statement, will be validly issued, fully paid, and non-assessable.

 

 

 

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. The forgoing opinion is strictly limited to matters of Colorado corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Colorado, as specified herein.

 

I hereby consent to the filing of this opinion as Exhibit 1A-12 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

 

Sincerely,

 

JDT LEGAL, PLLC

 

/s/ Jeffrey Turner

Jeffrey Turner