UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.





FORM 10-K/A-2





x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2013


or





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the transition period from: _____________ to _____________





Commission file number 000-54937





DNA PRECIOUS METALS, INC.(Exact Name of Registrant as Specified in its Charter)








9125 rue Pascal Gagnon, Suite 204, Saint Leonard, Quebec Canada HIP IZ4(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)





(514) 852-2111REGISTRANT’S TELEPHONE NUMBERNot Applicable(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)





All correspondence to:


James Chandik, CEO


DNA Precious Metals, Inc.


9125 Pascal Gagnon, Suite 204


Saint Leonard, Quebec, Canada H1P 1Z4


Office: (514) 852-2111











Securities registered pursuant to Section 12(b) of the Act:





Title of each class

Name of each exchange on which registeredCommon Stock, $0.001 par value

None











Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Acto Yesx No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.


o Yesx No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


x Yes   o No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


x  Yes  o  No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer o

Non-accelerated Filer oAccelerated Filer o

Smaller Reporting Company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


o Yesx No





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and ask price for such common equity was approximately $21,465,360(based on a quoted price of $.36 per common stock share at the close of business on March 14, 2014).





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of1934 subsequent to the distribution of securities under a plan confirmed by a court.





o Yes                                o No










APPLICABLE ONLY TO CORPPORATE ISSUERS





Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:  94,626,000 of common stock, $0.001 par value as of March 14, 2014.





DOCUMENTS INCORPORATED BY REFERENCE





None.





EXPLANATORY NOTE




This Amendment to the Company’s Form 10-K for the fiscal year ended December 31, 2014 and filed with the Securities and Exchange Commission on March 26, 2014 is being filed in connection to a revision to the disclosure contained in Part II, Item 9(a) Control and Procedure.




This Amendment No. 2 does not affect the original financial statements or footnotes as originally filed.




This Amendment No. 2 does not reflect events that have occurred after the original filing of the Annual Report.




Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 2, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the original filing, have been amended  and refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2 hereto.




This Amendment No. 1 should be read in conjunction with the original filing of our Annual Report for the period ended December 31, 2013 and our other filings made with the Securities and Exchange Commission subsequent to the filing of the original Annual Report filed on Form 10-K.




Part II.




Item 9A.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures







Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report (December 31, 2013). Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
  We performed an evaluation under the supervision and with the participation of our management, including our principal executive and principal financial officer, to assess the effectiveness of the design and operation of our disclosure controls and procedures under the Exchange Act.   In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (1992).





Based on that criteria, our management concluded that our internal control over financial reporting was effective for the period covered by this Annual Report.


SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





DNA PRECIOUS METALS, INC.








By: /s/ James Chandik

Date:  December 24, 2014James Chandik

Chief Executive Officer, President and Director