UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
  FORM 10-K/A
 AMENDMENT
NO. 1
  x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For
the fiscal year ended December 31, 2008
  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: 0-33519
  WHO’S
YOUR DADDY, INC.
 (Exact
name of registrant as specified in its Charter)
  Nevada
                
                98-0360989(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)
  5840
El Camino Real, Suite 108, Carlsbad, CA  92008
 (Address
of principal executive offices)
  Registrant’s
telephone number, including area code: (760) 438-5470
  Securities
registered pursuant to Section 12(b) of the Act: None
  Securities
registered pursuant to Section 12(g) of the Act:
  Common
Stock, $0.001 par value
 (Title of
Class)
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o Yes x No
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. o Yes x No
  Indicate
by check mark whether the registrant (1) has filed all reports 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 periods 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained herein, 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
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                Smaller
      reporting company
                x
  Indicate
by check mark whether the registrant is a shell company. o Yes x No
  The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant on April 13, 2009 was approximately
$888,270.42.
  The
registrant had 20,903,883 shares of common stock and 333,334 shares of preferred
stock outstanding as of April 9, 2009.
  
 
 DOCUMENTS
INCORPORATED BY REFERENCE
  The
following documents are incorporated herein by reference in Part III, Item
15: (i) Current Report on Form 8-K, filed on April 7, 2005,
(ii) Registration Statement on Form 10SB, filed on January 18,
2002, (iii) Current Report on Form 8-K, filed on May 14, 2007,
(iv) Current Report on Form 8-K, filed on June 28, 2007,
(v) Definitive Schedule 14A, filed on June 22, 2007, (vi) Annual
Report on Form 10-K, filed on May 12, 2008, (vii) Current Report
on Form 8-K, filed on July 23, 2008, (viii) Current Report on
Form 8-K, filed on October 16, 2008, (ix) Current Report on
Form 8-K, filed on January 29, 2009, and (x) Annual Report on
Form 10-K, filed on April 16, 2007.
 
 THIS
AMENDMENT NO. 1 TO THE COMPANY’S REPORT ON FORM 10-K FOR THE FISCAL YEAR END
DECEMBER 31, 2008 AMENDS PART II, ITEM 9A REGARDING CONTROLS AND
PROCEEDURES.  WE HAVE ALSO MADE CHANGES TO THE PRINCIPAL FINANCIAL
OFFICER CERTIFICATION AND ADDED A CONSENT OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, BOTH WHICH ARE EXHIBITS TO THIS REPORT.
 
 BELOW
ARE THE AMENDED SECTIONS IN THEIR ENTIRETY.
   
 
 ITEM
9ACONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  Our
President and Chief Financial Officer (the “Certifying Officer”) attempted to
evaluate the effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of
the end of the period covered by this report.  Because there was no
written documentation of our disclosure controls and procedures at the time, the
Certifying Officer was unable to complete an evaluation and therefore could not
conclude whether the disclosure controls and procedures were effective or
ineffective as of March 31, 2009.  The Company has since documented in
writing its disclosure controls and procedures and has evaluated such controls
and procedures as of the end of the period covered by this
report.  Based upon such evaluation, the Certifying Officer concluded
that our disclosure controls and procedures were not effective to ensure that
the information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and is accumulated and communicated
to our management, including the Certifying Officer, as appropriate to allow
timely decisions regarding required disclosure, due to the material weaknesses
described below.
  Management’s
Report on Internal Control over Financial Reporting
  Our
management, including the Certifying Officer, is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined
in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act
of 1934.  Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles.  Our
internal control over financial reporting includes those policies and procedures
that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets,
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that our receipt and expenditures are being made only in accordance with
authorizations of management and our Board of Directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
  All
internal control systems, no matter how well designed, have inherent
limitations.  A system of internal control may become inadequate over
time because of changes in conditions or deterioration in the degree of
compliance with the policies or procedures.  Therefore, even those
systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.
  Our
management attempted to assess the effectiveness of our internal control over
financial reporting as of December 31, 2008 using the criteria set forth by
the Commission of Sponsoring Organizations of the Treadway Commission (COSO)
inInternal Control-Integrated
Framework.  Because there was no written documentation of our
internal controls and procedures at the time, the Certifying Officer was unable
to complete an evaluation and therefore could not conclude whether the internal
controls and procedures were effective or ineffective as of December 31,
2008.  The Company has since documented in writing its internal
controls and procedures and has evaluated such controls and procedures as of the
end of the period covered by this report.  Based on this assessment,
our management concluded that, as of December 31, 2008, our internal
control over financial reporting disclosure controls and procedures were not
effective to ensure that the information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and is
accumulated and communicated to our management, including the Certifying
Officer, as appropriate to allow timely decisions regarding required disclosure,
due to the material weaknesses described below.
  
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 There
were no changes to our internal control over financial reporting during the
fourth quarter of the period covered by this Form 10-K that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
  In light
of the material weaknesses described below, our management, including the
Certifying Officer, performed additional analysis and other post-closing
procedures to ensure our financial statements were prepared in accordance with
generally accepted accounting principles.  Accordingly, we believe that the
financial statements included in this report fairly present, in all material
respects, our financial condition, results of operations and cash flows for the
periods presented.
  A
material weakness is a control deficiency (within the meaning of the Public
Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 2) or
combination of control deficiencies, which result in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.  The management has
identified the following five material weaknesses which have caused the
management to conclude that our disclosure controls and procedures were not
effective at the reasonable assurance level:
 
 1.            
We have not documented our internal controls.  We were required to provide
written documentation of key internal controls and assess the effectiveness of
our internal controls over financial reporting beginning with our fiscal year
ending December 31, 2008.  Management evaluated the impact of our
failure to have written documentation of our internal controls and procedures on
our assessment of our disclosure controls and procedures and has concluded that
the control deficiency that resulted represented a material
weakness.
  2.            
We did not have adequate internal controls with respect to recording and
reconciling salary accruals and advances to/from related parties.  It was
determined that certain advances were not properly recorded.  Management
will implement a process to record and reconcile such amounts in connection with
the preparation of its financial statements.
  To
address these material weaknesses, our management performed additional analyses
and other procedures to ensure that the financial statements included herein
fairly present, in all material respects, our financial position, results of
operations and cash flows for the periods presented.  Accordingly, we
believe that the financial statements included in this report fairly present, in
all material respects, our financial condition, results of operations and cash
flows for the periods presented.
  Remediation
of Material Weaknesses
  To
remediate the material weaknesses in our documentation, evaluation and testing
of internal controls, we plan to engage a third-party firm to assist us in
remedying these material weaknesses.
  To
further remediate the material weaknesses, we now require written documentation
for all related-party transactions and a review by all personnel responsible for
financial reporting, prior to filing our periodic reports under the Securities
Exchange Act of 1934.
  
  ITEM
15EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  2.1
                
                Agreement
      and Plan of Merger by and among Snocone Systems Inc., WYD Acquisition
      Corp. and Who’s Your Daddy, Inc., dated April 1,
      2005(1)3.1
                
                Amended
      and Restated Articles of Incorporation, dated December 4,
      2001(2)3.2
                
                Amended
      and Restated Bylaws, dated December 4, 2001(2)10.1
                
                Registration
      Rights Agreement, dated May 7, 2007(3)10.2
                
                Securities
      Purchase Agreement, dated May 7, 2007(3)10.3
                
                Amendment
      to Registration Rights Agreement, dated June 22,
    2007(4)10.4
                
                Amendment
      to Securities Purchase Agreement, dated May 7,
  2007(4)10.5
                
                2007
      Equity Incentive Plan, dated June 7, 2007(5)10.6
                
                Settlement
      Agreement with Shearson Foundation, European American Investments,
      October Funds, Cohiba Partners, Strong Partners, and Rancho Malibu,
      dated November 13, 2007(6)10.7
                
                Settlement
      Agreement with King of Energy West, dated December 7,
      2007(6)10.8
                  10.9
                
                Settlement
      Agreement with Fuskandrakis LLC, dated December 7,
      2007(6)
                  Assignment
      of Rights Agreement with Anga M’Hak Publishing and Edward Raabe,
      dated July 16, 2008(7)              10.10
                
                Consulting
      Agreement with BSW & Associates, dated September 16,
      2008(8)10.11
                
                Consulting
      Agreement with Net Vertex New York Inc., dated October 23,
      200810.12
                
                Separation
      Agreement and General Release with John F. Moynahan, dated
      November 21, 200810.13
                
                Master
      Distributor Agreement with Beryt Promotion, LLC, dated November 21,
      200810.14
                
                Marketing &
      Representation Agreement with Leigh Steinberg Sports &
      Entertainment LLC, dated January 26, 2009(9)14.1
                  23.1
                
                Code
      of Ethics(10)
                  Consent
      of McKennon, Wilson & Morgan LLP, dated August 14,
  200931.1
                
                Certification
      of Chief Executive Officer Pursuant to the Securities Exchange Act of
      1934, Rule 13a-14(a) and 15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
                
                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 200232
                
                Certifications
      Pursuant to 18 U.S.C., Section 1350, as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002
 
              
 (1)  
       Incorporated by reference from our Current Report on Form 8-K
      filed with the Commission on April 7,
2005.
 (2)  
       Incorporated by reference from our Registration Statement on
      Form 10SB filed with the Commission on January 18,
      2002.
 (3)  
       Incorporated by reference from our Current Report on Form 8-K
      filed with the Commission on May 14,
2007.
 (4)  
       Incorporated by reference from our Current Report on Form 8-K
      filed with the Commission on June 28,
2007.
 (5)  
       Incorporated by reference from our Definitive Schedule 14A filed
      with the Commission on June 22,
2007.
 (6)  
       Incorporated by reference from our Annual Report on Form 10-K
      filed with the Commission on May 12, 2008.(7)  
       Incorporated by reference from our Current Report on Form 8-K
      filed with the Commission on July 23,
2008.
 (8)  
       Incorporated by reference from our Current Report on Form 8-K
      filed with the Commission on October 16,
  2008.
 (9)   
      Incorporated by reference from our Current Report on Form 8-K filed
      with the Commission on January 29, 2009.(10) 
      Incorporated by reference from our Annual Report on Form 10-K filed
      with the Commission on April 16,
2007.
 
  
 SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  WHO’S
      YOUR DADDY, INC.DATED:
      August 10, 2009
                /s/
      Michael R. DunnBy:
      Michael R. DunnIts:
      Chief Executive Officer and Chief Financial Officer(Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)