As filed with the Securities and Exchange Commission on _________, 2011

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                         UnderThe Securities Act of l933

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

                    Colorado                          26-0394476
          ------------------------------           --------------------
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)             Identification No.)

                   506 N.W. 77th Street
                   Boca Raton, Florida                         33487
         ----------------------------------------          -----------
         (Address of Principal Executive Offices)           (Zip Code)


                                Stock Bonus Plan
                        ---------------------------------
                              (Full Title of Plan)

                                  Darren Marks
                                506 N.W. 77th St.
                              Boca Raton, FL 33487
                     -------------------------------------
                     (Name and address of agent for service)

                                 (954) 978-8401
                    ---------------------------------------
              (Telephone number, including area code, of agent for
                                    service)

  Copies of all communications, including all communications sent to agent for
                                  service to:

                                William T. Hart,
                             Esq.Hart & Trinen
                                 l624 Washington
                             Denver, Colorado 80203
                                 (303) 839-0061








                        CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
Title of                                  maximum      maximum
securities                    Amount     offering      aggregate    Amount of
 to be                        to be        price       offering    registration
registered                registered (1) per share (2)  price           fee
-------------------------------------------------------------------------------


Common Stock issuable
pursuant to Stock
Bonus Plan                 2,000,000      $0.90     $1,800,000       $209

(1)  This Registration Statement also covers such additional number of shares,
     presently undeterminable, as may become issuable in the event of stock
     dividends, stock splits, recapitalizations or other changes in the
     Company's common stock.

(2)  Varied, but not less than the fair market value on the date that the
     options were or are granted. Pursuant to Rule 457(g), the proposed maximum
     offering price per share and proposed maximum aggregate offering price are
     based upon closing price of DNA's common stock on June 22, 2011.






                                DNA BRANDS, INC.
              Cross Reference Sheet Required Pursuant to Rule 404
                                     PART I
                       INFORMATION REQUIRED IN PROSPECTUS

(NOTE: Pursuant to instructions  to Form S-8, the Prospectus  described below is
       not required to be filed with this Registration Statement.)

Item
 No.     Form S-8 Caption                         Caption in Prospectus
----     ----------------                         ---------------------

  1.     Plan Information

         (a)  General Plan Information            Stock Option and Bonus Plans

         (b)  Securities to be Offered            Stock Option and Bonus Plans

         (c)  Employees who may Participate       Stock Option and Bonus Plans
              in the Plan

         (d)  Purchase of Securities Pursuant     Stock Option and Bonus Plans
              to the Plan and Payment for
              Securities Offered

         (e)  Resale Restrictions                 Resale of Shares by Affiliates

         (f)  Tax Effects of Plan                 Stock Option and Bonus Plans
              Participation

         (g)  Investment of Funds                 Not Applicable.

         (h)  Withdrawal from the Plan;           Other Information Regarding
              Assignment of Interest              the Plans

         (i)  Forfeitures and Penalties           Other Information Regarding
                                                  the Plans

         (j)  Charges and Deductions and          Other Information Regarding
              Liens Therefore                     the Plans

2.       Registrant Information and Employee      Available Information,
         Plan Annual Information                  Documents Incorporated by
                                                  Reference


                                       3


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3 - Incorporation of Documents by Reference

     The  following  documents  filed with the  Commission  by DNA Brands,  Inc.
("DNA")  (Commission File No. 000-53086) are incorporated by reference into this
prospectus:

      (1) Annual Report on Form 10-K for the fiscal year ended October 31, 2009.

      (2) Report on Form 10-Q for the three months ended January 31, 2010.

      (3) Report on Form 10-Q for the three months ended April 30, 2010.

      (4) Schedule 14f-1 filed on July 2, 2010.

      (5) Report on Form 8-K filed on July 12, 2010.

      (6) Report on Form 8-K filed July 15, 2010.

      (7) Report on form 10-Q for the three months ended July 31, 2010.

      (8) Report on Form 8-K filed September 13, 2010.

      (9) Report on Form 8-K/A filed September 16, 2010.

      (11) Report on Form 8-K filed on September 16, 2010.

      (12) Report on Form 10-Q for the three months ended September 30, 2010.

      (13) Report on Form 8-K/A filed October 18, 2010.

      (14) Report on Form 8-K filed on November 16, 2010.

      (15) Report on Form 8-K/A filed on December 8, 2010.

      (16) Registration Statement on Form S-1 filed on December 15, 2010.

      (17) Report on Form 8-K/A filed on January 11, 2011.

      (18) Report on Form 10-Q/A filed on January 11, 2011.

      (19) Annual Report on Form 10-K for the fiscal year ended December 31,
2010.

      (20) Report on Form 10-Q filed on May 16, 2011.

     All documents  filed with the Commission by DNA pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference into this  prospectus and to be a part of this  prospectus from the
date of the filing of such  documents.  Any  statement  contained  in a document
incorporated  or deemed to be  incorporated  by reference  shall be deemed to be
modified or superseded for the purposes of this  prospectus to the extent that a
statement  contained in this  prospectus or in any  subsequently  filed document
which also is or is deemed to be  incorporated  by reference in this  prospectus
modifies or supersedes such statement.  Such statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this prospectus.

                                       4


     Investors  are  entitled to rely upon  information  in this  prospectus  or
incorporated  by  reference  at the  time it is used by DNA to  offer  and  sell
securities,  even  though  that  information  may be  superseded  or modified by
information subsequently incorporated by reference into this prospectus.

     DNA has filed with the  Securities  and Exchange  Commission a Registration
Statement  under the  Securities  Act of l933,  as amended,  with respect to the
securities  offered by this prospectus.  This prospectus does not contain all of
the information set forth in the Registration Statement. For further information
with respect to DNA and such  securities,  reference is made to the Registration
Statement and to the exhibits filed with the Registration Statement.  Statements
contained  in this  prospectus  as to the  contents  of any  contract  or  other
documents are summaries which are not necessarily complete, and in each instance
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.  The Registration Statement and related exhibits
may also be examined at the Commission's internet site.

Item 4 - Description of Securities

     Not required.

Item 5 - Interests of Named Experts and Counsel

     Not Applicable.

Item 6 - Indemnification of Directors and Officers

     The Articles of  Incorporation  of DNA provide in substance  that DNA shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened  or completed  action,  suit or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative  by  reason  of the fact that such
person is or was a director, officer, employee, fiduciary or agent of DNA, or is
or was serving at the request of DNA as a director, officer, employee, fiduciary
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person to
the full  extent  permitted  by the  laws of the  state  of  Colorado;  and that
expenses  incurred  in  defending  any such civil or  criminal  action,  suit or
proceeding  may be paid  by DNA in  advance  of the  final  disposition  of such
action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an  undertaking  by or on behalf of such director,
officer or employee to repay such  amount to DNA unless it shall  ultimately  be
determined  that such person is entitled to be  indemnified by DNA as authorized
in the Articles of Incorporation.

Item 7 - Exemption for Registration Claimed

     On May 31,  2011 the  Company  issued  200,000  shares to Darren  Marks and
200,000 shares to Mel Leiner pursuant to DNA's Stock Bonus Plan. DNA relied upon
the  exemption  provided  by  Section  4(2)  of the  Securities  Act of  1933 in
connection with the issuance of the shares.

                                       5


4    - Instruments Defining Rights of
       Security Holders


   (a) - Common Stock                        Incorporated  by reference to
                                             Exhibit 3.1 of the Company's
                                             Registration  Statement on
                                             Form SB-2, File No. 333-148773.

   (b) - Stock Bonus Plan


5 - Opinion Regarding Legality

l5 - Letter Regarding Unaudited Interim
     Financial Information                     None

23 - Consent of Independent Public
     Accountants and Attorneys

24 - Power of Attorney                        Included in the signature page of
                                              this Registration Statement

99 - Re-Offer Prospectus

                                       6


POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  constitutes
and appoints Darren Marks and Mel Leiner,  and each of them, his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission granting unto said  attorneys-in-fact  and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents or their  substitutes  or  substitute  may lawfully do or cause to be
done by virtue hereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of l933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Boca Raton, Florida, on June 28, 2011.

                                       DNA BRANDS, INC.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  l933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                               Title                   Date
---------                               -----                   ----

/s/ Darren Marks
-------------------------       Principal Executive             June 28, 2011
Darren Marks                    Officer and a Director


/s/ Melvin Leiner
-------------------------       Principal Financial and         June 28, 2011
Melvin Leiner                   Accounting Officer
                                and a Director

                                       7



                        PLAN PROSPECTUS DNA BRANDS, INC.
                                506 N.W. 77th St.
                              Boca Raton, FL 33487
                                 (954) 551-1813


                                  COMMON STOCK

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This  Prospectus  relates to shares of the common stock of the Company (the
"Company")  issuable pursuant to certain employee incentive plans adopted by the
Company.  The  employee  incentive  plans  provide  for the grant,  to  selected
employees of the Company and other  persons,  of either stock bonuses or options
to purchase shares of the Company's Common Stock.  The employee  incentive plans
benefit the Company by giving  selected  employees  and other  persons  having a
business  relationship  with the  Company a  greater  personal  interest  in the
success of the Company.

     Share of common stock reserved under the Company's  Incentive  Stock Option
Plan are offered to those  employees  of the Company who hold options (or may in
the future hold options) to purchase such shares granted by the Company pursuant
to the Incentive Stock Option Plan.

     Shares of common stock  reserved  under the Company's  Non-Qualified  Stock
Option Plan are offered to those  persons who hold options (or may in the future
hold  options) to purchase  such shares  granted by the Company  pursuant to its
Non-Qualified Stock Option Plan.

     Shares of common stock  reserved  under the Stock Bonus Plan are offered to
those persons  granted  shares of common stock  pursuant to the Company's  Stock
Bonus Plan.



     This document  constitutes  part of a Prospectus  covering  securities that
have been registered under the Securities Act of 1933.


                  The date of this Prospectus is June __, 2011.


     The Company's Incentive Stock Option Plan,  Non-Qualified Stock Option Plan
and Stock Bonus Plan are sometimes  collectively  referred to in this Prospectus
as "the Plans".  The terms and  conditions  of any stock bonus and the terms and
conditions  of any  options,  including  the price of the shares of Common Stock
issuable on the  exercise  of options,  are  governed by the  provisions  of the
respective  Plans and the stock  bonus or stock  option  agreements  between the
Company and the Plan participants.

     Offers or  resales  of shares of Common  Stock  acquired  under the Plan by
"affiliates"  of the  Company  are  subject  to certain  restrictions  under the
Securities Act of l933. See "RESALE OF SHARES BY AFFILIATES".

     No  person  has been  authorized  to give any  information,  or to make any
representations,  other than those contained in this  Prospectus,  in connection
with  the  shares  offered  by this  Prospectus,  and if  given  or  made,  such
information or representations must not be relied upon. This Prospectus does not
constitute an offering in any state or  jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.

     The  Company's  Common Stock is traded on the OTC Bulletin  Board under the
symbol "DNAX".

     With respect to the Company's  Plans,  the shares to which this  prospectus
relates  will be sold  from  time to time by the  Company  when  and if  options
granted pursuant to the Plans are exercised. In the case of shares issued by the
Company  pursuant to the Stock Bonus Plan,  the shares will be deemed to be sold
when the shares have been granted by the Company

                                       2



                             TABLE OF CONTENTS

                                                                    Page
                                                                    ----

AVAILABLE INFORMATION.................................................4

DOCUMENTS INCORPORATED BY REFERENCE...................................4

GENERAL INFORMATION...................................................4

INCENTIVE STOCK OPTION PLAN...........................................4

NON-QUALIFIED STOCK OPTION PLAN.......................................8

STOCK BONUS PLAN......................................................10

OTHER INFORMATION REGARDING THE PLANS.................................10

ADMINISTRATION OF THE PLANS...........................................11

RESALE OF SHARES BY AFFILIATES........................................12

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLANS.....................12

DESCRIPTION OF COMMON STOCK...........................................12

EXHIBITS:

    Amended 2011 Stock Bonus Plan referred to in this Prospectus.

                                       3



                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act  of  l934  and  in  accordance  therewith  files  reports,   proxy
statements,  and other information with the Securities and Exchange  Commission.
Such reports, proxy statements, and other information concerning the Company can
be inspected at the Commission's office at 100 F Street, N.E., Washington,  D.C.
20549. Copies of such material can be obtained from the Public Reference Section
of  the  Commission,   Washington,  D.C.  20549  at  prescribed  rates.  Certain
information  concerning  the Company is also  available at the Internet Web Site
maintained by the Securities and Exchange Commission at www.sec.gov.

     All  documents  incorporated  by  reference,  as well as other  information
concerning  the Plans,  other than exhibits to such reports and  documents,  are
available,  free of charge to holders of shares or options  granted  pursuant to
the Plans, upon written or oral request directed to the Company at 506 N.W. 77th
Street, Boca Raton, Florida 33487, telephone: (954) 551-1813.

     This  Prospectus  does  not  contain  all  information  set  forth  in  the
Registration  Statement,  of which this Prospectus is a part,  which the Company
has filed  with the  Commission  under the  Securities  Act of l933 and to which
reference  is hereby  made.  Each  statement  contained  in this  Prospectus  is
qualified in its entirety by such reference.

                       DOCUMENTS INCORPORATED BY REFERENCE

      The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

      (1) Annual Report on Form 10-K for the fiscal year ended October 31, 2009.

      (2) Report on Form 10-Q for the three months ended January 31, 2010.

      (3) Report on Form 10-Q for the three months ended April 30, 2010.

      (4) Schedule 14f-1 filed on July 2, 2010.

      (5) Report on Form 8-K filed on July 12, 2010.

      (6) Report on Form 8-K filed July 15, 2010.

      (7) Report on form 10-Q for the three months ended July 31, 2010.

      (8) Report on Form 8-K filed September 13, 2010.

      (9) Report on Form 8-K/A filed September 16, 2010.

      (11) Report on Form 8-K filed on September 16, 2010.

      (12) Report on Form 10-Q for the three months ended September 30, 2010.

      (13) Report on Form 8-K/A filed October 18, 2010.

      (14) Report on Form 8-K filed on November 16, 2010.

      (15) Report on Form 8-K/A filed on December 8, 2010.

                                       4


      (16) Registration Statement on Form S-1 filed on December 15, 2010.

      (17) Report on Form 8-K/A filed on January 11, 2011.

      (18) Report on Form 10-Q/A filed on January 11, 2011.

      (19) Annual Report on Form 10-K for the fiscal year ended December 31,
2010.

      (20) Report on Form 10-Q filed on May 16, 2011.


     All reports and  documents  subsequently  filed by the Company  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment to this  Registration  Statement of
which this  Prospectus is a part which  indicates  that all  securities  offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be  incorporated  by reference in this Prospectus and to be a
part thereof from the date of filing of such reports or documents.

     The Company does not intend to update this  Prospectus in the future unless
and until there is a material change in the information contained herein.

                                       5


                               GENERAL INFORMATION

     The Company has an  Incentive  Stock Option  Plan,  a  Non-Qualified  Stock
Option Plan and a Stock Bonus Plan. In some cases the plans  described above are
collectively  referred to as the "Plans".  The terms and conditions of any stock
bonus and the terms and  conditions  of any options,  including the price of the
shares of Common Stock issuable on the exercise of options,  are governed by the
provisions  of the  respective  Plans  and  the  stock  bonus  or  stock  option
agreements between the Company and the Plan participants.

     A summary of the Company's Plans follows.

     Incentive Stock Option Plan. The Company has an Incentive Stock Option Plan
which  authorizes  the  issuance of its common  stock to persons  that  exercise
options  granted  pursuant to the plan.  Only Company  employees  may be granted
options pursuant to the Incentive Stock Option Plan.

     Non-Qualified  Stock Option Plan. The Company's  Non-Qualified Stock Option
Plan authorizes the issuance of shares of the Company's  Common Stock to persons
that exercise  options  granted  pursuant to the Plan. The Company's  employees,
directors, officers, consultants and advisors are eligible to be granted options
pursuant to the Plan,  provided however that bona fide services must be rendered
by such consultants or advisors and such services must not be in connection with
the offer or sale of securities  in a  capital-raising  transaction.  The option
exercise price is determined by the Board of Directors.

     Stock Bonus Plan.  The Company has a Stock Bonus Plan which  allows for the
issuance  of shares of Common  Stock.  Such shares may  consist,  in whole or in
part, of authorized but unissued  shares,  or treasury  shares.  Under the Stock
Bonus Plan,  the  Company's  employees,  directors,  officers,  consultants  and
advisors  are  eligible  to receive a grant of the  Company's  shares,  provided
however that bona fide services must be rendered by  consultants or advisors and
such services must not be in connection  with the offer or sale of securities in
a capital-raising transaction.

Summary.

     The following sets forth certain information as of June 20, 2011 concerning
the stock  options  and stock  bonuses  granted by the  Company  pursuant to the
Plans.  Each option  represents the right to purchase one share of the Company's
common stock.

                        Total                                          Remaining
                      Shares                               Shares      Options/
                     Reserved     Options      Options    Issued As      Shares
Name of Plan        Under Plans   Granted    Exercised  Stock Bonus  Under Plans
------------        -----------   -------    ---------  -----------  -----------
Incentive Stock       500,000       --           --          N/A         500,000
  Option Plan
Non-Qualified Stock 1,000,000       --           --          N/A         100,000
  Option Plan
Stock Bonus Plan    2,000,000       N/A          N/A      1,231,133      768,867

                                       6


     As of June 20, 2011 the Company had not granted any options pursuant to the
Incentive Stock Option Plan or the Non-Qualified Stock Option Plan.

                           INCENTIVE STOCK OPTION PLAN

Securities to be Offered and Persons Who May Participate in the Plan

     All employees of the Company are eligible to be granted options pursuant to
the  Plan  as may be  determined  by the  Company's  Board  of  Directors  which
administers the Plan.

     Options  granted  pursuant  to the Plan  terminate  at such  time as may be
specified when the option is granted.

     The total fair market  value of the shares of Common Stock  (determined  at
the time of the  grant of the  option)  for which any  employee  may be  granted
options  which  are  first  exercisable  in any  calendar  year  may not  exceed
$100,000.

     In the discretion of the Board of Directors,  options  granted  pursuant to
the Plan may  include  installment  exercise  terms for any option such that the
option becomes fully exercisable in a series of cumulating  portions.  The Board
of Directors may also  accelerate the date upon which any option (or any part of
any option) is first exercisable. However, no option, or any portion thereof may
be exercisable  until one year following the date of grant. In no event shall an
option  granted to an employee  then owning more than l0% of the Common Stock of
the Company be  exercisable by its terms after the expiration of five years from
the date of grant,  nor shall any other option  granted  pursuant to the Plan be
exercisable  by its terms  after the  expiration  of ten years  from the date of
grant.

Purchase of Securities Pursuant to the Plan

     The purchase price per share of common stock purchasable under an option is
determined  by the Board of  Directors  but cannot be less than the fair  market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person  owning more than 10% of the Company's
outstanding  shares).  An option may be  exercised,  in whole or in part, at any
time, or in part, from time to time, during the option period, by giving written
notice of exercise to the Board of Directors at the Company's offices specifying
the number of shares to be purchased,  such notice to be  accompanied by payment
in full of the purchase  price either by a payment of cash,  bank draft or money
order  payable  to the  Company.  At the  discretion  of the Board of  Directors
payment of the purchase price for shares of Common Stock underlying  options may
be paid through the delivery of shares of the  Company's  Common Stock having an
aggregate fair market value equal to the option price, provided such shares have
been owned by the option holder for at least one year prior to such exercise.  A
combination  of cash and  shares of Common  Stock may also be  permitted  at the
discretion  of the Board of  Directors.  No shares  shall be issued  until  full
payment has been made. An optionee  shall have the rights of a stockholder  only
with respect to shares of stock for which  certificates have been issued.  Under
no circumstances may an option be exercised after the expiration of the option.


                                       7



Tax Aspects of Incentive Stock Options Granted Under the Plan

     Options  granted under the Plan will be incentive  stock options within the
meaning of Section 422 of the  Internal  Revenue  Code (the  "Code") and will be
subject to the provisions of the Code. Generally, if Common Stock of the Company
is issued to an employee  pursuant to an option granted as described  below, and
if no  disqualifying  disposition of such shares is made by such employee within
one year after the  transfer of such shares to him or within two years after the
date of grant: (a) no income will be realized by the employee at the time of the
grant of the option;  (b) no income will be realized by the employee at the date
of exercise;  (c) when the employee  sells such shares,  any amount  realized in
excess of the option  price will be taxed as a  long-term  capital  gain and any
loss  sustained  will be a long-term  capital loss; and (d) no deduction will be
allowed to the  Company  for  federal  income tax  purposes.  Generally,  if any
disqualifying  disposition of such shares is made by an employee within one year
after the  transfer of such shares to him, or within two years after the date of
grant,  the  difference  between the amount paid for the shares upon exercise of
the  option and the fair  market  value of the shares on the date the option was
exercised  will be  taxed as  ordinary  income  in the  year  the  disqualifying
disposition  occurs and the Company will be allowed a deduction for such amount.
However,  if such  disqualifying  disposition  is a sale or exchange for which a
loss would have been recognized (if sustained), the amount taxed to the employee
as ordinary income (and deductible by the Company) will be limited to the excess
of the amount  realized  upon such sale or exchange over the amount paid for the
shares  where such excess is less than the amount  referred to in the  preceding
sentence.  This  limitation  does not apply to a  disposition  of the type as to
which losses (if sustained)  are not recognized as deductible  losses for income
tax  purposes,  e.g., a gift, a sale to certain  related  persons or a so-called
"wash"  sale (a sale  within  30 days  before or after  the  acquisition  of the
Company's  shares or the receipt of an option or the entering into a contract to
buy the Company's shares). If the shares are sold in a disqualifying disposition
during  such  one-year  period and the amount  realized is in excess of the fair
market value of the shares at the time of exercise, such excess will be taxed as
a long-term or short-term capital gain depending upon the holding period.

     An employee who  exercises an incentive  stock option may be subject to the
alternative  minimum tax since the  difference  between the option price and the
fair  market  value  of the  stock  on the  date of  exercise  is an item of tax
preference. However, no item of preference

NON-QUALIFIED STOCK OPTION PLAN

Securities to be Offered and Persons Who May Participate in the Plan

     The  Company's  employees,  directors  and  officers,  and  consultants  or
advisors  to the  Company are  eligible  to be granted  options  pursuant to the
Non-Qualified  Stock Option Plan as may be determined by the Company's  Board of
Directors that  administers the Plan,  provided  however that bona fide services
must be rendered by such  consultants  or advisors and such services must not be
in  connection  with  the  offer  or sale  of  securities  in a  capital-raising
transaction.

     Options  granted  pursuant  to  the  Plan  not  previously  exercised  will
terminate at such other time as may be specified when the option is granted.

                                       8


     In the discretion of the Board of Directors options granted pursuant to the
Plan may include installment  exercise terms for any option such that the option
becomes  fully  exercisable  in a series of  cumulating  portions.  The Board of
Directors may also accelerate the date upon which any option (or any part of any
option) is first exercisable.  In no event shall an option be exercisable by its
terms after the expiration of ten years from the date of grant.

Purchase of Securities Pursuant to the Plan

     The purchase price per share of common stock purchasable under an option is
determined by the Company's Board of Directors.  An option may be exercised,  in
whole or in part, at any time, or in part, from time to time,  during the option
period,  by giving  written  notice of exercise to the Board of Directors at the
Company  specifying  the  number of shares to be  purchased,  such  notice to be
accompanied  by payment  in full of the  purchase  price  either by a payment of
cash,  bank draft or money order payable to the Company At the discretion of the
Board of  Directors  payment of the  purchase  price for shares of Common  Stock
underlying  options may be paid through the delivery of shares of the  Company's
Common Stock having an  aggregate  fair market value equal to the option  price,
provided  such shares have been owned by the option holder for at least one year
prior to such  exercise.  A  combination  of cash and shares of Common Stock may
also be used at the  discretion  of the Board of  Directors.  No shares shall be
issued until full payment has been made. An optionee  shall have the rights of a
stockholder  only with  respect to shares of stock for which  certificates  have
been  issued.  Under no  circumstances  may an  option  be  exercised  after the
expiration of the option.

Tax Aspects of Options Granted Under the Plan

     The difference  between the option price and the market value of the shares
on the date the option is exercised is taxable as ordinary income to an Optionee
at the time of exercise and to the extent such  difference  does not  constitute
unreasonable  compensation  is deductible  by the Company at that time.  Gain or
loss on any subsequent sale of shares received through the exercise of an option
will be treated as capital gain or loss.

     Since the amount of income  realized by an  Optionee on the  exercise of an
option under the Plans  represents  compensation  for  services  provided to the
Company,  the  Company  may be  required  to  withhold  income  taxes  from  the
Optionee's  income even though the compensation is not paid in cash. To withhold
the appropriate  tax on the transfer of the shares,  the Company will (i) reduce
the number of shares issued or distributed to reflect the necessary withholding,
(ii) withhold the appropriate tax from other  compensation  due to the Optionee,
or (iii)  condition the transfer of any shares to the Optionee on the payment to
the Company of an amount equal to the taxes required to be withheld.

STOCK BONUS PLAN

Securities to be Offered and Persons Who May Participate in the Plan

     Under  the  Stock  Bonus  Plan,  the  Company's  employees,  directors  and
officers, and consultants or advisors to the Company will be eligible to receive
a grant of the Company's  shares,  provided however that bona fide services must
be rendered by such  consultants  or advisors and such  services  must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising

                                       9


transaction.  The aggregate number of shares which may be granted may not exceed
the amount  available  in the Bonus Share  Reserve.  The grant of the  Company's
shares rests entirely with the Company's  Board of Directors  administering  the
Plan.  It is also left to the Board of  Directors  to decide the type of vesting
and transfer restrictions which will be placed on the shares.

Tax Aspects of Shares Granted Pursuant to the Plan

     Any shares of stock  transferred to any person  pursuant to the Stock Bonus
Plan will be subject to the  provisions  of Section 83 of the  Internal  Revenue
Code. Consequently, if (and so long as) the shares received remain substantially
nonvested,  the  recipient  of the shares  will not have to include the value of
these shares in gross income. The shares will remain substantially  nonvested so
long  as  they  are  subject  to  a  substantial  risk  of  forfeiture  and  are
nontransferable. A substantial risk of forfeiture exists if a person's rights in
the shares are conditioned upon the future performance of substantial  services.
Nontransferability will exist if a person is restricted from selling,  assigning
or  pledging  these  shares,  and, if transfer is  permitted,  a  transferee  is
required  to take the shares  subject  to the  substantial  risk of  forfeiture.
However,  in the year such shares become either transferable or not subject to a
substantial risk of forfeiture,  the recipient of the shares will be required to
include in gross  income for that  taxable  year the excess of the share's  fair
market  value at the time they  became  vested over the amount (if any) paid for
such shares. This amount will be taxable as ordinary compensation income.

     There is  available  an  election  through  which a person  can  choose  to
recognize  as ordinary  income in the year of transfer the excess of the share's
fair market  value at the time of  transfer  over the amount (if any) the person
paid  for  such  shares.  By  making  this  election  any  future   appreciation
(depreciation)   in  value  will  be  treated  as  appreciation   (depreciation)
attributable to a capital asset rather than as compensation  income. An election
to be valid must be made within thirty (30) days of the date on which the shares
are issued by the Company

     The Company does not recognize income when granting or transferring  shares
to the recipient of the shares  pursuant to the Plans.  Furthermore,  Section 83
permits the Company to take an ordinary  business  deduction equal to the amount
includable by the  recipient of the shares in the year the recipient  recognizes
the value of the shares as income.

                      OTHER INFORMATION REGARDING THE PLANS

     All shares to be issued  pursuant to the Plans  will,  prior to the time of
issuance, constitute authorized but unissued shares or treasury shares.

     The terms and conditions upon which a person will be permitted to assign or
hypothecate  options  or shares  received  pursuant  to any of the Plans will be
determined by the Company's  Board of Directors that  administers  the Plans. In
general,  however,  options are non-transferable except upon death of the option
holder.  Shares  issued  pursuant to the Stock Bonus Plan will  generally not be
transferable  until the  person  receiving  the  shares  satisfies  any  vesting
requirements imposed by the Board of Directors when the shares were issued.

                                       10


     Any shares issued  pursuant to the Stock Bonus Plan and any options granted
pursuant to the stock option Plans will be forfeited if the  "vesting"  schedule
established  by the Board of  Directors at the time of the grant is not met. For
this purpose,  vesting means the period during which the employee must remain an
employee  of the  Company  or the  period of time a  non-employee  must  provide
services to the Company.

     Each  Option  shall be  exercisable  from time to time  during a period (or
periods)  determined  by the  Company's  Board of Directors  and ending upon the
expiration  or  termination  of the  Option;  provided,  however,  the  Board of
Directors may, limit the number of shares  purchaseable in any period or periods
of time during which the Option is exercisable.

     Employment  by the Company does not include a right to receive bonus shares
or options pursuant to the Plans.  Only the Board of Directors has the authority
to determine  which persons shall be issued bonus shares or granted options and,
subject to the  limitations  described  elsewhere in this  Prospectus and in the
Plans, the number of shares of Common Stock issuable as bonus shares or upon the
exercise of any options.

     The Plans are not qualified  under Section  401(a) of the Internal  Revenue
Code, nor are they subject to any provisions of the Employee  Retirement  Income
Security Act of 1974.

     The description of the federal income tax consequences as set forth in this
Prospectus is intended merely as an aid for such persons eligible to participate
in the Plans, and the Company assumes no  responsibility  in connection with the
income tax liability of any person  receiving  shares or options pursuant to the
Plans.  Persons  receiving  shares or options pursuant to the Plans are urged to
obtain competent  professional  advice  regarding the  applicability of federal,
state and local tax laws.

     As of the date of this  Prospectus,  and except  with  respect to shares or
options  which  have not yet  vested,  no terms of any Plan or any  contract  in
connection  therewith  creates  in any  person  a lien on any of the  securities
issuable by the Company pursuant to the Plans.

                           ADMINISTRATION OF THE PLANS

     The Plans are administered by a Company's Board of Directors. The Company's
Directors  serve for a one-year  tenure and until their  successors are elected.
The  Company's  Directors  are  elected  each year at the  annual  shareholder's
meeting.  A Director may be removed at any time by the vote of a majority of the
Company's shareholders  represented in person or by proxy at any special meeting
called for the purpose of removing one or more  directors.  Any vacancies  which
may occur on the Board of Directors  will be filled by the majority  vote of the
remaining  directors.  The Board of  Directors  is vested with the  authority to
interpret the  provisions of the Plans and supervise the  administration  of the
Plans.  In addition,  the Board of  Directors  is  empowered to select  eligible
employees  of the  Company  to whom  shares or  options  are to be  granted,  to
determine  the number of shares  subject  to each  grant of a stock  bonus or an
option  and to  determine  when,  and upon what  conditions,  shares or  options
granted  under the Plans will vest or  otherwise  be subject to  forfeiture  and
cancellation.

                                       11


                         RESALE OF SHARES BY AFFILIATES

     Shares of common stock acquired pursuant to the Plans may be resold freely,
except that any person deemed to be an  "affiliate"  of the Company,  within the
meaning of the Securities Act of l933 (the "Act") and the rules and  regulations
promulgated  thereunder,  may not sell  shares  acquired  by virtue of the Plans
unless  such  shares are sold by means of a special  Prospectus,  are  otherwise
registered by the Company under the  Securities Act for resale by such person or
an exemption from registration under the Act is available. Rule l44, promulgated
under the Act, which  contains  limitations on the manner of sale and the amount
of shares that may be sold,  provides an exemption from  registration  under the
Act.  An employee  who is not an officer or  director  of the Company  generally
would not be deemed an "affiliate" of the Company.

     In addition, the acquisition of shares or options by officers and directors
may be considered a "purchase" and the sale thereof will generally be considered
a "sale" for purposes of Section l6(b) of the Securities Exchange Act of l934.

                  AMENDMENT, SUSPENSION OR TERMINATION OF PLANS

     The Board of  Directors  of the Company  may at any time,  and from time to
time, amend,  terminate,  or suspend one or more of the Plans in any manner they
deem appropriate,  provided that such amendment, termination or suspension shall
not  adversely  affect rights or  obligations  with respect to shares or options
previously granted.

                           DESCRIPTION OF COMMON STOCK

     The common stock issued as a stock bonus and the common stock issuable upon
the exercise of any options  granted  pursuant to the Plans entitles  holders to
receive such dividends,  if any, as the Board of Directors declares from time to
time;  to  cast  one  vote  per  share  on  all  matters  to be  voted  upon  by
stockholders;  and to share ratably in all assets remaining after the payment of
liabilities  in the  event of  liquidation,  dissolution  or  winding  up of the
Company.  The shares carry no preemptive  rights.  All shares  offered under the
Plans will,  upon  issuance by the Company (and against  receipt of the purchase
price in the case of options), be fully paid and non-assessable.

                                       12



                                    FORM S-8

                                DNA BRANDS, INC.
                                506 N.W. 77th St.
                              Boca Raton, FL 33487


                                    EXHIBITS