**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I,Michael R. Dunn, certify that:

 
| 1.     |   | I have reviewed this Annual Report on Form 10-K for the year  ended December 31, 2008 of Who’s Your Daddy, Inc.                                                                                                                                                                                                                                       |
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| 2.     |   | Based upon my knowledge, this report does not contain any untrue  statement of a material fact or omit to state a material fact necessary to  make the statements made, in light of the circumstances under which such  statements were made, not misleading with respect to the period covered by  this report.                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                      |
| 3.     |   | Based upon my knowledge, the financial statements, and other  financial information included in this report, fairly present in all material  respects the financial condition, results of operations and cash flows of the  registrant as of, and for, the periods presented in this report.                                                                              |
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| 4.     |   | The registrant’s other certifying officer(s) and I are responsible  for establishing and maintaining disclosure controls and procedures (as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial reporting (as defined in Exchange Act  Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |

 
| a.     |   | Designed such disclosure control and procedures, or caused such  disclosure controls and procedures to be designed under our supervision, to  ensure that material information relating to the registrant, including its  consolidated subsidiaries, is made known to us by others within those  entities, particularly during the period in which this report is being  prepared;                           |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| b.     |   | Designed such internal control over financial reporting, or caused  such internal control over financial reporting to be designed under our  supervision, to provide reasonable assurance regarding the reliability of  financial reporting and the preparation of financial statements for external  purposes in accordance with generally accepted accounting principles;                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| c.     |   | Evaluated the effectiveness of the registrant’s disclosure controls  and procedures and presented in this report our conclusions about the  effectiveness of the disclosure controls and procedures, as of the end of the  period covered by this report based on such evaluation; and                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| d.     |   | Disclosed in this report any change in the registrant’s internal  control over financial reporting that occurred during the registrant’s most  recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of  an annual report) that has materially affected, or is reasonably likely to  materially affect, the registrant’s internal control over financial  reporting. |

 
| 5. |   | The registrant’s other certifying officer(s) and I have  disclosed, based on our most recent evaluation of internal control over  financial reporting, to the registrant’s auditors and the audit committee of  the registrants’ board of directors (or persons performing the equivalent  functions): |
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| a.     |   | All significant deficiencies and material weakness in the design or  operation of internal control over financial reporting which are reasonably  likely to adversely affect the registrant’s ability to record, process,  summarize and report financial information; and |
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|   |   |                                                                                                                                                                                                                                                                            |
| b.     |   | Any fraud, whether or not material, that involves management or other  employees who have a significant role in the registrant’s internal control  over financial reporting.                                                                                               |

 

 
| Date:  April 15, 2009 |   |
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|                       |   |
| /s/ Michael R. Dunn        |   |
| Michael  R. Dunn,          |   |
| Chief  Executive Officer   |   |

 

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