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.
                        -------------------------------
             (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))



<PAGE>


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

<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:  August 7, 2012

                                DNA BRANDS, INC.


                                 By: /s/ Darren M. Marks
                                     --------------------------------
                                     Darren M. Marks, Chief Executive
                                     Officer


                                       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": "121014433"}, "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): July 31, 2011

                                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))
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
                                     --------------------------------
                                     Darren M. Marks, Chief Executive
                                     Officer

                                       3