December 31, 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. 3 to
           Offering Statement on Form 1-A
           Filed December 18, 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.

Offering Statement on Form 1-A/A filed December 18, 2019

Financial Statements, page F-3

1.    We note that you had Current Long Term debt of $1.4 million as of
12/31/16, $1.6 million
      as of 12/31/17, $1.9 million as of 12/31/18 and $2 million as of 9/30/19.
However, you
      only disclose Interest Expense on Convertible Notes for the 2018 periods
on pages F-3
      and F-21. Please revise the Statements of Operations for 2016, 2017 and
the nine months
      ended September 30, 2019 to include a line item for Interest Expense
pursuant to Rule 5-
      03(b)(8) of Regulation S-X and expand the notes to the financial
statements to describe
      how the amounts were determined.
 Adrian McKenzie
FirstName LastNameAdrian McKenzie
DNA Brands Inc.
Comapany31, 2019
December NameDNA Brands Inc.
Page 2
December 31, 2019 Page 2
FirstName LastName
Exhibits

2.       In the Exhibit 12.1 opinion on the legality of the shares being
offered, counsel qualifies
         the opinion because the 2.5 billion shares of common stock being
offered exceed the
         number duly authorized. Please clarify in your response letter why
this is the case. In this
         regard, your amended articles of incorporation filed as Exhibit 2.6
authorize 25 billion
         shares of common stock, and your offering statement discloses on page
11 that you
         have 147,046,461 shares of common stock outstanding before the
offering. However, we
         also note your disclosure on page 56 that you have 498 million
authorized shares of
         common stock and 134,046,461 shares of common stock outstanding.
Please revise your
         disclosure to consistently and accurately disclose the current number
of authorized shares,
         the number of shares currently outstanding and the number of shares
that will be
         outstanding after the offering.
        You may contact Claire DeLabar, Staff Accountant, at 202-551-3349 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:      Park Lloyd