UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 Form
10-KSB/A
 Amendment
No. 1
 
 [X]
Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
fiscal year ended December 31, 2007
 
 [  ]  Transition
report under section 13 or 15(d) of the Securities Exchange Act of
1934
 
 for the
transition period from  __________ to __________.
 
 Commission
file number: 0-33519
 
 WHO’S
YOUR DADDY, INC.
 (Name of
small business issuer as specified in its charter)
 
 Nevada
              #98-0360989(State
      of Incorporation)
              (I.R.S.
      Employer Identification No.)
 
 5840 El
Camino Real, Suite 108, Carlsbad, CA 92008
 (Address
of principal executive offices)
 
 (760)
438-5470
 (Issuer's
telephone number)
 
 Securities
registered under Section 12(b) of the Act:  None
 
 Securities
registered under Section 12(g) of the Act: Common Stock, par value $0.001 per
share
 
 Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act: [    ]
 
 Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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.  Yes [ X ] No [   ]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ X ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):  Yes [   ] No [X
]
 
 State
issuer’s revenues for its most recent fiscal year: $981,919
 
 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 sold, or the average bid and asked price of such common
equity, as of April 15, 2008, was $2,496,309.
  As of
April 15, 2008, there were outstanding an aggregate of 10,028,233 shares of
common stock, $0.001 par value per share. As of April 15, 2008, the registrant
had 333,333 shares of preferred stock, $0.001 par value per share, issued and
outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE: None.
 
 Transitional
Small Business Disclosure Format:  Yes
[  ]   No [X]
  
  EXPLANATORY NOTE
 
 This
abbreviated Amendment No. 1 to Form 10-KSB/A for the year ended December 31,
2007 is being filed to amend Part II Item 8A “Controls and Procedures” and to
revise the certifications of the Principal Executive Officer and the Principal
Financial Officer to conform to the form of certification in Item 601(b)(31) of
Regulation S-B.
 
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1034, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on September 18, 2008.
 
 
 WHO’S
      YOUR DADDY, INC.By:
              /s/ Michael R.
      DunnMichael
      R. DunnChairman
      and Chief Executive Officer
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on September 18, 2008.
 
 
 
 /s/Michael R.
      Dunn
              
              Chairman,
      Chief Executive Officer, andMichael
      R. Dunn
              
              Principal
      Financial Officer/s/Edon
      Moyal
              
              EVP
      and DirectorEdon
      Moyal/s/Derek
      Jones
              
              DirectorDerek
      Jones
   
  Item
8A .  Controls and Procedures
 
 Conclusion
Regarding Effectiveness of Disclosure Controls and Procedures
 
 In
connection with the audit of our financial statements for the year ended
December 31, 2007, McKennon, Wilson & Morgan, LLP (“McKennon”), our
independent auditors, informed the Board of Directors on May 2, 2008, of
“material weaknesses” and several “significant deficiencies” that collectively
constituted a “material weakness” in our internal control over financial
reporting under standards established by the Public Company Accounting Oversight
Board.
 
 A MATERIAL WEAKNESSis a
deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.
 
 A SIGNIFICANT DEFICIENCYis a
deficiency, or combination of deficiencies, in internal control over financial
reporting that is less severe than a material weakness, yet important enough to
merit attention by those responsible for oversight of the Company’s financial
reporting.
 
 The
following material conditions were identified:
 
 ·
              Procedures
      are not in place to properly cut-off accounts payable and accrue
      un-invoiced liabilities.
 ·
              The
      accounting department lacks adequate skills to account for stock based
      compensation for employees and non-employees related to options, stock
      issued for liabilities or services, and derivative accounting for
      convertible debt with a conversion rate with no floor (causing derivative
      accounting).
 ·
              Disbursements
      of payroll outside the Company’s third-party payroll processing system are
      not properly reconciled to the appropriate accrued liability
      accounts.
 ·
              All
      necessary monthly account reconciliations are not prepared and reviewed by
      management.
 
 The
following significant deficiencies were identified:
 
 ·
              The
      Company does not have a comprehensive and formalized accounting and
      procedures manual.
 ·
              The
      Company does not always retain proper documentation for audit
      support.
 ·
              While
      the Company does a physical inventory monthly, there is no reconciliation
      from month to month that tracks shipments, promotional give-aways, or
      samples used.
 ·
              Expense
      reports are often not submitted in a timely manner and not always
      supported by receipts.
 ·
              There
      are no procedures for closing reporting
periods.
 ·
              The
      Company does not initiate purchases with purchase requisition forms
      approved by management, or record receipt of purchases in a receiving
      log.
 ·
              The
      Company has disclosed its compliance with Emerging Issues Task force 01-9,
      “Accounting for Consideration Given by a Vendor to a Customer,” but the
      board of directors has not adopted a formal
  policy.
 ·
              The
      Company records revenue at the time of shipment, however, the Company has
      limited history with collectibility of some amounts, because the customer
      has not “sold-through” product to the end customer or
      retailer.
 ·
              If
      management issues a check for a payable when the staff accountant is outof the office,
      there is no procedure to assure that the payable is taken off the
      book.
 
  
  Based
upon findings of McKennon, the Company's management, including the PEO and
PFO, concluded that, as of December 31, 2007, the Company's internal controls
over financial reporting were not effective.
 
 Management,
including our principal executive officer (PEO) and principal financial officer
(PFO), relied on the findings of McKennon in evaluating the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”). Based on these findings, our management, including our PEO and
our PFO, concluded that our disclosure controls and procedures were not
effective as of December 31, 2007, to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
(i) is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and communicated to
our management, including our PEO and our PFO, as appropriate, to allow timely
decisions regarding required disclosure.
 
 The Company engaged an external finance
and accounting advisory firm with relevant SEC compliance experience toassist the Company in initiating financial and disclosure controls
recommended by McKennon and to establish additional procedures to strengthen the
Company’s financial and disclosure controls.  It is also intended that
it will help ensure that information required to be disclosed by us in the
reports filed or submitted by us under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules. Lastly,
it is intended that it will assist in a search for a qualified
Controller.  Additionally, funding permitting, we intend to improve
our internal control over financial reporting in an effort to remediate
deficiencies through improved supervision and training of our
staff.  Additional effort is needed to fully remedy these deficiencies
and we intend to continue our efforts to improve and strengthen our control
processes and procedures. The Company’s implementation of reforms is subject to
its ability to secure financing.
 
 Changes
In Internal Control Over Financial Reporting
 
 Other
than as described above, there were no changes in our internal control over
financial reporting during the quarter ended December 31, 2007 that materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.