UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 Form
10-KSB/A
 Amendment
No. 2
 
 [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 25, 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 25, 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
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Rule 13a-15(f) under the
Exchange Act, internal control over financial reporting is a process designed
by, or under the supervision of, our principal executive officer (PEO) and
principal financial officer (PFO) and effected by our board of directors,
management and other personnel, 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.
 
 Under the
supervision and with the participation of our management including our PEO and
PFO, we evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008, based on the framework and standards
established by the Public Company Accounting Oversight Board. 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.  However, through the use of external consultants and the
review process, management believes that the financial statements and other
information presented are materially correct.
 
 In
reaching our conclusion we adopted the findings of our
independent auditors McKennon, Wilson & Morgan, LLP (“McKennon”), who in
connection with the audit of our financial statementsfor the year ended
December 31, 2007, 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 out
      of the office, there is no procedure to assure that the payable is taken
      off the book.
  
   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.
 
 Changes
In Internal Control Over Financial Reporting
 
 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.  However since then, the Company, with the assistance of an
external finance and accounting advisory firm with relevant SEC compliance
experience has established additional procedures to strengthen the Company’s
financial and disclosure controls and has taken the following
action:
 
 ·
                Proper
      accrual schedules were developed for all accounts payables and all
      accruals are reviewed on a monthly basis by inside accounting personnel
      and two officers.
 ·
                Accounting
      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), is being done by our outside finance and
      accounting advisory firm with extensive experience in such
      matters.
 ·
                All
      disbursements of payroll are going through the Company’s third-party
      payroll processing system.
 ·
                Monthly
      account reconciliations are being prepared and reviewed by
      management.
 ·
                All
      expense reports are reviewed by accounting personnel and signed by an
      officer, all contracts are properly executed and filed and reviewed for
      accounting treatment by our outside consultant and
    management.
 ·
                Procedures
      have been put into place to properly account for giveaways and to assure
      for proper authorization.
 ·
                Expense
      reports are required to be submitted on a timely basis and must be
      reviewed by accounting personnel and approved by an
    officer.
 ·
                Procedures
      have been put into place for closing reporting
  periods.
 ·
                A
      formal policy was initiated for compliance with Emerging Issues Task force
      01-9, “Accounting for Consideration Given by a Vendor to a
      Customer.”
 ·
                We
      have restricted credit sales to improve our ability to predict
      collectibility and require all large orders to be prepaid or financed by a
      third party.
 ·
                We
      have initiated a procedure to assure that all payables are taken off the
      books when a check is issued.