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): May 3, 2013

                                DNA BRANDS, INC.
             (Exact name of registrant as specified in its charter)

     Colorado                          000-53086                 26-0394476
(State or other jurisdiction     (Commission File No.)       (IRS Employer
of incorporation)                                            Identification No.)

                              506 N.W. 77th Street
                           Boca Raton, Florida, 33487
                  --------------------------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (954) 978-8401


                                       N/A
                   -----------------------------------------
          (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))

                                       1
<PAGE>

Item 3.02. Unregistered Sales of Equity Securities

     On May 3, 2013 the Company:

     o    issued 150,000 shares of its Series C Preferred Stock to Darren Marks,
          an officer and director of the Company, in settlement of $100,000 owed
          by the Company to Mr. Marks; and

     o    issued 150,000  shares of its Series C Preferred  Stock to Mel Leiner,
          an officer and director of the Company, in settlement of $100,000 owed
          by the Company to Mr. Leiner.

     The holders of the Series C Preferred  shares, in preference to the holders
of the Company's common stock, are entitled to receive, when, as and if declared
by the Company's directors,  annual dividends commencing on December 31, 2013 at
the rate of $0.01 per share.  Dividends  which are not declared will not accrue.
Dividends not declared will not cumulate.  Accrued but unpaid dividends will not
bear interest.

     Upon  any  liquidation,  dissolution  or  winding  up of  the  Company,  no
distribution  will be made to the  holders  of  shares of stock  ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series C Preferred  shares  unless the holders of the Series C Preferred  shares
have  received  $0.67 per share,  plus an amount  equal to  declared  and unpaid
dividends  and  distributions  to the date of  payment.  Each Series C Preferred
share entitles the holder to 300 votes on all matters submitted to a vote of the
Company's shareholders.

     The  shares  of the  Series C  Preferred  Stock  described  above  were not
registered under the Securities Act of 1933 and are restricted  securities.  The
Company relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 in  connection  with the  issuance  of these  shares.  The  persons  who
acquired  these  shares were  sophisticated  investors  and were  provided  full
information  regarding  the  Company's  business  and  operations.  There was no
general  solicitation in connection with the offer or sale of these  securities.
The persons who acquired these shares acquired them for their own accounts.  The
certificates  representing  these shares will bear a restricted legend providing
that they cannot be sold except pursuant to an effective  registration statement
or an  exemption  from  registration.  No  commission  was paid to any person in
connection with the issuance of these shares.


Item 9.01. Financial Statements and Exhibits

Exhibit
Number      Description

   3.5      Designation of Series C Preferred Stock

                                       2
<PAGE>

                                   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:  May 3, 2013

                                     DNA BRANDS, INC.


                                     By: /s/ Darren M. Marks
                                         ----------------------------
                                          Darren M. Marks, President










                                       3
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{"company-data": {"conformed-name": "DNA BRANDS INC", "cik": "0001419995", "assigned-sic": "7311", "irs-number": "260394476", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53086", "film-number": "13845013"}, "business-address": {"street1": "506 NW 77TH STREET", "city": "BOCA RATON", "state": "FL", "zip": "33487", "phone": "954-978-8401"}, "mail-address": {"street1": "506 NW 77TH STREET", "city": "BOCA RATON", "state": "FL", "zip": "33487"}, "former-company": {"former-conformed-name": "FAMOUS PRODUCTS INC", "date-changed": "20071130"}}
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): May 3, 2013

                                DNA BRANDS, INC.
             (Exact name of registrant as specified in its charter)

     Colorado                          000-53086                 26-0394476
(State or other jurisdiction     (Commission File No.)       (IRS Employer
of incorporation)                                            Identification No.)

                              506 N.W. 77th Street
                           Boca Raton, Florida, 33487
                  --------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (954) 978-8401

                                       N/A
                   -----------------------------------------
          (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))

                                       1
Item 3.02. Unregistered Sales of Equity Securities

     On May 3, 2013 the Company:

     o    issued 150,000 shares of its Series C Preferred Stock to Darren Marks,
          an officer and director of the Company, in settlement of $100,000 owed
          by the Company to Mr. Marks; and

     o    issued 150,000  shares of its Series C Preferred  Stock to Mel Leiner,
          an officer and director of the Company, in settlement of $100,000 owed
          by the Company to Mr. Leiner.

     The holders of the Series C Preferred  shares, in preference to the holders
of the Company's common stock, are entitled to receive, when, as and if declared
by the Company's directors,  annual dividends commencing on December 31, 2013 at
the rate of $0.01 per share.  Dividends  which are not declared will not accrue.
Dividends not declared will not cumulate.  Accrued but unpaid dividends will not
bear interest.

     Upon  any  liquidation,  dissolution  or  winding  up of  the  Company,  no
distribution  will be made to the  holders  of  shares of stock  ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series C Preferred  shares  unless the holders of the Series C Preferred  shares
have  received  $0.67 per share,  plus an amount  equal to  declared  and unpaid
dividends  and  distributions  to the date of  payment.  Each Series C Preferred
share entitles the holder to 300 votes on all matters submitted to a vote of the
Company's shareholders.

     The  shares  of the  Series C  Preferred  Stock  described  above  were not
registered under the Securities Act of 1933 and are restricted  securities.  The
Company relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 in  connection  with the  issuance  of these  shares.  The  persons  who
acquired  these  shares were  sophisticated  investors  and were  provided  full
information  regarding  the  Company's  business  and  operations.  There was no
general  solicitation in connection with the offer or sale of these  securities.
The persons who acquired these shares acquired them for their own accounts.  The
certificates  representing  these shares will bear a restricted legend providing
that they cannot be sold except pursuant to an effective  registration statement
or an  exemption  from  registration.  No  commission  was paid to any person in
connection with the issuance of these shares.

Item 9.01. Financial Statements and Exhibits

Exhibit
Number      Description

   3.5      Designation of Series C Preferred Stock

                                       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:  May 3, 2013

                                     DNA BRANDS, INC.

                                     By: /s/ Darren M. Marks
                                         ----------------------------
                                          Darren M. Marks, President

                                       3