October 30, 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. 1 to
           Offering Statement on Form 1-A
           Filed October 21, 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 September 3,
2019 letter.

Offering Statement on Form 1-A/A, filed on October 21, 2019

Cover Page

1.    The termination date of the offering and circumstances under which you
will terminate the
      offering are inconsistent between the offering circular cover page and
Plan of Distribution
      section on page 73. Please revise so the disclosure is consistent.
Business Overview, page 3

2.    We note your response to our prior comment two. If the financing to which
you refer in
      your revised disclosures refers to the noteholders' non-binding verbal
agreement not to
      foreclose on certain notes, please revise to so state. When you revise,
explain how this
 Adrian McKenzie
DNA Brands Inc.
October 30, 2019
Page 2
         agreement not to foreclose allows the company to purchase cars for its
intended business
         operations. Also disclose, if true, that because the agreement not to
foreclose is non-
         binding, any departure from the agreement would likely have a material
impact on the
         company and its operations.
Liquidity and Plan of Operations, page 42

3.       We note your response to our prior comment six, and reissue the
comment in part. Please
         revise to clarify, as you do in your response, that all of the
company's debt is now in
         default, disclosing the amount as of your most recent financial
statement period. Please
         provide a discussion of how you intend to meet your current cash
needs, including debt
         obligations, when you do not plan to use any potential proceeds from
the offering to meet
         these obligations.
Indebtedness, page 60

4.       We note your response to our prior comment ten, but are unable to see
where you have
         made revisions in response to the comment. Please advise or revise.
Financial Statements , page F-2

5.       For interim financial statements as of June 30, 2019, please present
the income statement
         and cash flow statement of the corresponding period of the preceding
fiscal year. Please
         refer to (b)(5)(i) of Part F/S.
6.       We note your response to our prior comment 13. As previously
requested, please present
         the statement of changes in stockholders' equity for each of the two
fiscal years preceding
         the date of the most recent balance sheet. Please Refer to Form 1-A
Part F/S (b)(4).
7.       We note your response to our prior comment 14. Please present the
beginning and ending
         cash balances for the year ended December 31, 2017 and reconcile the
ending
         cash balances to the corresponding balance sheet amount.
General

8.     In prior comment 15, we requested that you consistently refer to the
number of shares you
       are offering, which, according to the offering circular cover page, is a
maximum of 125
       million shares. In response, you state that the number has been
corrected in the
       subscription agreement and in Part I. However, you did not refile the
subscription
       agreement to revise the statement in section 1(d) that the aggregate
number of securities
FirstName LastNameAdrian McKenzie
       sold for the company shall not exceed 250,000,000 shares, nor did you
revise Part I, Item
Comapany NameDNA Brands Inc. you are offering 125 million shares rather than
2.5 million
       4 of Form 1-A to disclose that
       shares. Please revise or advise.
October 30, 2019 Page 2
FirstName LastName
 Adrian McKenzie
FirstName LastNameAdrian McKenzie
DNA Brands Inc.
Comapany NameDNA Brands Inc.
October 30, 2019
Page 3
October 30, 2019 Page 3
FirstName LastName
        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,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      John Lux