Who’S Your Daddy Energy Drink And Dan Fleyshman

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Dan Fleyshman is a former energy drink company owner who still has no Wikipedia presence. Know his assets and details from married life.

Dan is an entrepreneur and businessman from America. He is the founder and managing director of several companies.

Is Dan Fleyshman on Wikipedia?

Dan Fleyshman expects his wiki to be in the Internet’s encyclopedia. Nevertheless, it is covered by a number of web portals.

In fact, Dan Fleischmann has invested in over 36 companies to date. He has also appeared as a speaker at more than 250 events and programs.

According to his LinkedIn profile, Dan Fleishman founded Elevator Studio in December 2016. It is a social media agency that runs product campaigns for celebrities.

At the same time, Fleyshman is the founder of the online platform Celebvy. It allows buying video greetings for fans.

He also founded a poker team called Victory Poker in 2010. It was the third largest team of competitive poker players.

Fleyshman was previously CEO of 1stSlice.com and Ivey League. He was also a creator at Platinum Collections for a stint in 2008.

Dan Fleyshman Net Worth Explored

Dan Fleyshman has a net worth of around $50 million. The entrepreneur has made enormous profits in his career so far.

As previously mentioned, Dan has diversified his investments across many ventures. He also proves support to some companies as an angel investor.

Interestingly, in June 2011, Dan Fleshman started the Model Citizen Fund. The Fun is a non-profit organization that proves donations and support to underprivileged communities.

Fleyshman must have a huge salary as a top manager in his companies. But the exact number remains a mystery for the time being.

Undoubtedly, Dan continues to make a great fortune from his various companies and ventures. He lives a wealthy and lavish life.

We just bought a $200,000 sports card collection @nsccshow so we had to use @BENBALLER’s money counter and play his song.🏀⚾️🏈💵🎤 pic.twitter.com/GwhZfJBEAm

— Dan Fleyshman (@DanFleyshman) July 29, 2021

Who is Dan Fleyshman Wife?

Dan Fleyshman has a spouse named Casey Fleyshman. The Fleyshman couple tied the knot in November 2018.

Casey is a fitness model and personal trainer. She serves as the CEO of D You Dye per Married Celebrity. Casey is often referred to as a fitness preneur.

But we haven’t been able to get the details of when Dan and his significant other met. Also, Fleyshman hasn’t revealed anything about his past girlfriends and relationship.

Dan Fleyshman Started With an Energy Drink Company

Dan Fleyshman co-founded an energy drink company in 1999. He launches Who’s Your Daddy Energy Drink.

In fact, Dan became the youngest owner of a public company. He achieved the record in 2005 after the company went public.

Vision lets the dream begin. Dreaming uses your God-given imagination to amplify #vision.

Both are part of something that I feel is absolutely essential to building the life of a champion, a winner, and a person of great character. #Way of thinking

🎥: @DanFleyshman pic.twitter.com/ofT3YGneX3

— Emmitt Smith (@EmmittSmith22) July 29, 2021

Dan Fleyshman Bio

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Who’s Your Daddy Energy Drink And Dan Fleyshman – Everything You Need To Know · Is Dan Fleyshman on Wikipedia? · Dan Fleyshman Net Worth Explored …

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Source: ab.com.tc

Date Published: 4/23/2022

What happened to Dan Fleyshman’s energy drink? Who’s …

Dan Fleyshman started out his entreprenerial career with an energy drink called Who’s Your Daddy. But what happened to the drink business?

+ Read More Here

Source: www.thefocus.news

Date Published: 4/10/2022

WHO’S YOUR DADDY, INC. – SEC.gov

WYD was founded by Edon Moyal and Dan Fleyshman in November, … We currently have over 39 distributors who distribute our energy drinks in 18 states.

+ View Here

Source: www.sec.gov

Date Published: 5/4/2021

Who’s Your Daddy Announces Sales of its ‘King of Energy’

Based on the initial response to the drink, we believe that the ‘King of Energy’ revenues will eclipse anything that we have projected to date.

+ View Here

Source: www.globenewswire.com

Date Published: 3/1/2021

What happened to Dan Fleyshman’s energy drink Who’s Your Daddy’s origin story

Entrepreneur and marketing mogul Dan Fleyshman is at this year’s National Sports Collectors Convention proving that he can thrive in pretty much any industry he chooses.

Fleyshman became the youngest owner of a public company. He set this record in 2005 after the company went public.

Part of Fleyshman’s success has been his versatility. Over the past twenty years, Dan Fleyshman has found success in the food and beverage industry, apparel industry and online gambling.

Let’s take a look at where Fleyshman started and how he made his fortune.

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What was Dan Fleyshman’s energy drink?

Dan Fleyshman started out as a co-founder of the energy drink company Who’s Your Daddy. They were launched in 1999. The name derived from a catchphrase that Fleyshman had licensed to various brands.

He had success in the early 2000s with his energy drink. Fleyshman continued to scale the energy drink products with 43 distributors in 55,000 retail locations.

It came in numerous flavors, including cranberry, pineapple, and green tea. There was reportedly 200 mg of caffeine in a 16 oz. can.

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Speaking of his Who’s Your Daddy journey, Fleyshman said: “At the age of 17 I started using the ‘Who’s Your Daddy’ slogan on over 300 different products as a brand. When I was 18, I only licensed the brand in the UK for $9.5 million.”

“At 23, I went public to launch an energy drink. I had done the same name, “Who’s Your Daddy,” continued Dan Fleyshman.

The energy drink brand branched out with other ventures, such as sponsoring NASCAR driver Regan Smith. Who’s Your Daddy was all over Smiths No. 58 Dodge plastered.

Wow, “Who’s your Daddy” fruit energy drink is surprisingly decent! — Joseph Lombrozo (@djeebus) September 16, 2007

What happened to Who’s Your Daddy?

According to Dan Fleyshman’s LinkedIn profile, Who’s Your Daddy, Inc. closed in September 2008, nine years after its inception.

You can no longer buy the energy drink because it is not sold in stores.

From January 2008 to March 2009, Fleyshman was a creator at Platinum Collections. He disappeared from the internet for a few years before becoming CEO of Phil Ivey’s brand, Ivey League, in July 2014.

Later projects include the Model Citizen Fund, ENGAGEBDR, Celebvidy and Elevator Studio.

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WHO’S YOUR DADDY, INC.

US Securities and Exchange Commission

Washington, D.C. 20549

FORM SB-2

REGISTRATION DECLARATION UNDER THE

Securities Act 1933

WHO’S YOUR DADDY, INC.

(Name of small business issuer as per its articles of incorporation)

Nevada #98-0360989 (State of Incorporation) (I.R.S. Employer Identification Number)

5840 El Camino Real, Suite 108, Carlsbad, CA 92008

(Head office address)

(760) 438-5470

(Phone number of the exhibitor)

Copies of notices to:

Harry J. Proctor, Esq.

SOLOMON WARD SILKWORM & SMITH, LLP

401 B Street, Suite 1200

San Diego, California 92130

Phone number: (619) 231-0303

Fax Number: (619) 231-4755

APPROXIMATE COMMENCEMENT DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.

If any of the securities registered on this form are to be offered on a delayed or continuous basis under Rule 415 of the Securities Act of 1933, please check the following box: x

If this form is being submitted to register additional securities in an offering pursuant to Rule 462(b) of the Securities Act of 1933, please check the box below and provide the Securities Act Registration Statement Number of the previous applicable registration statement for the same offering to: O

If this form is a retrospective amendment filed under Rule 462(c) of the Securities Act of 1933, please check the box below and provide the Securities Act registration statement number of the earlier effective registration statement for the same offering: O

If delivery of the prospectus is expected under Rule 434, please tick the following box: o

REGISTRATION FEE CALCULATION

Title of each Security Class to be Registered Amount to be Registered Proposed Maximum Offer Price per Share (1) Proposed Maximum Total Offer Price (1) Amount of Registration Fee 199.23

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(c) of the Securities Act of 1933.

(2) Issuable upon the exercise of warrants and options issued pursuant to the terms of certain agreements detailed herein.

REGISTER HEREBY MODIFIES THIS REGISTRATION STATEMENT TO THE DATE OR DATES NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTER FILES A FURTHER AMENDMENT THAT EXPRESSLY PROVIDES THAT THIS REGISTRATION STATEMENT WILL THEN BE MODIFIED PURSUANT TO SECTION 8(A3) OF THE SECURITIES OR UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE ON THE DATE THE SECURITIES AND EXCHANGE COMMISSION MAY DETERMINE PURSUANT TO SECTION 8(A).

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO CHANGE. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND BILLS COMMISSION IS EFFECTIVE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER FOR SALE OF THESE SECURITIES, AND DOES NOT REALIZE AN OFFER FOR THE PURCHASE OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION ON 2 July 2007

BROCHURE

WHO’S YOUR DADDY, INC.

8,951,355 SHARES OF

common shares

This Prospectus relates to the resale of up to 8,951,355 shares of our common stock by the “Selling Stockholders” as set forth below. The number of Shares that the Selling Shareholders may offer for sale includes:

• Up to 1,532,000 shares of our common stock, to be issued to certain selling shareholders upon exercise of an option to purchase up to 2,500,000 shares of our common stock at $0.50 per share pursuant to the May 7, 2007 securities purchase agreement attached as Exhibit 10.1 were the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 14, 2007 and the Amendment to the Securities Purchase Agreement dated June 22, 2007, which is attached as Schedule 10.1 to Form 8-K filed with the SEC 28 June 2007 (collectively, the “Securities Purchase Agreement”);

• Up to 968,000 shares of our common stock, issuable upon the exercise of an option to purchase up to 2,500,000 shares of our common stock at a price of $0.50 per share pursuant to the Securities Purchase Agreement;

• Up to 4,335,355 of our common shares issued in private placements to certain selling shareholders between October 2005 and July 2007;

• Up to 91,000 shares of our common stock, exercisable upon the exercise of certain warrants issued to certain selling shareholders between October 2005 and February 2007;

• Up to 525,000 shares of our common stock, which may be issued upon the exercise of certain options previously granted to our former Chief Financial Officer; and

• Up to 1,500,000 common shares, exercisable upon the exercise of certain options issued in connection with the May 2007 hiring of our current Chief Financial Officer.

The Selling Shareholders may sell their common stock at prevailing market prices from time to time. A portion of the Common Shares covered by this Prospectus may be issued from time to time pursuant to various warrant and option agreements between the Selling Shareholders and us. We receive proceeds from the exercise of the warrants and options held by the Selling Shareholders, but we do not receive any proceeds from the resale of shares by the Selling Shareholders.

Our common stock is listed on the OTC Bulletin Board under the symbol “WYDY.” The last reported selling price of our common stock on June 29, 2007 was $0.73.

THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH RISK AND ARE SUBJECT TO THE PENNY STOCK RULES. YOU SHOULD CAREFULLY NOTE THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” STARTING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR UNAPPROVED THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL VIOLATION.

The date of this Prospectus is July 2, 2007.

TABLE OF CONTENTS

Page summary 5 Risk factor 6 Use of proceeds 10 “Penny Stock” considerations 10 Sales of shareholders 11 Distribution plan 12 legal proceedings 14 Administrative Council members, managing managers, promoters and control persons 14 security ownership of certain economic owners and management 15. Description of the securities involvement of the named experts and consultants 17 DESCRIPTION OF BUSINESS 17 MANAGEMENT’S DISCUSSION AND ANALYSIS OR BUSINESS PLAN 19 DESCRIPTION OF ASSETS 21 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21 MARKET IN COMMON CAPITAL AND RELATED SHAREHOLDER MATTERS 22 EXECUTIVE COMPENSATION 22 FINANCIAL STATEMENTS 25 INFORMATION REQUIREMENTS

SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire Prospectus carefully, including the section headed “Risk Factors”, as well as our consolidated financial statements and related notes in this Prospectus before making any decision to invest in our common stock. Unless the context otherwise requires, all references in this Prospectus to “we”, “us”, “our”, “WYDY” or the “Company” refer to the consolidated operations of Who’s Your Daddy, Inc., Nevada Corporation and its wholly owned subsidiaries.

The enterprise

We were incorporated in the State of Nevada on October 12, 2000 as Cogen Systems, Inc. On December 6, 2001, we changed our name to Snocone Systems, Inc. On April 1, 2005, Snocone Systems, Inc. closed and entered into an agreement and proposed merger with Who’s Your Daddy, Inc. (“WYD”), an independent, privately held California company, making WYD a wholly owned subsidiary of the company. WYD was founded in November 2001 by Edon Moyal and Dan Fleyshman with their vision to license the phrase “Who’s Your Daddy”.

As a result of the merger, we changed our name to Who’s Your Daddy, Inc. After developing our own energy drink, we changed our primary business to manufacturing and distributing King of Energy™ ready-to-drink beverages focused on our brand – registered trademark, Who’s Your Daddy ® . As we continue to explore licensing opportunities for our proprietary brand, our current efforts are focused on expanding distribution of our King of Energy™ Energy Drinks.

In the third quarter of 2005, we began selling Who’s Your Daddy® King of Energy™ regular and sugar-free cranberry-pineapple flavored energy drinks. The business strategy behind our King of Energy™ Energy Drinks is focused on maintaining the edge, energy and humor behind our brand while continuing to grow brand awareness and recognition. Our target market includes those looking for alternatives to unpleasant-tasting energy drinks, coffee, and other beverages designed to provide an energy boost. As part of our strategy, we have developed products and events that appeal to this group, and we continue to pursue opportunities to expand our product lines and global distribution.

Our King of Energy™ Energy Drinks come in two flavors and four different formulas. We have regular and sugar-free versions of our unique Cranberry Pineapple flavor, which we began shipping in Q3 2005, and regular and sugar-free versions of our green tea flavor. We launched our regular green tea beverage in July 2006 as one of the first green tea beverages for the energy drink market. In February 2007, we began shipping our sugar-free green tea flavored beverage. With this product we are targeting women and the older generation who are interested in the antioxidant, cleansing and weight-loss properties of green tea. This offering broadens the range of retailers who carry our products as many green tea retailers generally do not carry energy drinks. In May 2007, we introduced 8.4 ounce/200 ml cans and the bag-in-the-box method of distributing our beverages to service customers in nightclubs, sports bars, music venues, restaurants, and fast food chains other concession deals. “Bag in the Box”, commonly referred to in the industry as “BIB”, is an industry standard container of concentrated, formulated syrup mixed with carbonated water and typically used in over-the-counter beverage dispensers and vending machines.

We currently have over 39 distributors selling our energy drinks in 18 states. We are actively developing new flavors of our King of Energy™ Energy Drinks. We plan to phase these out as we gain shelf space, geographic distribution and economies of scale.

We have distribution agreements with some of the largest and most respected beer and beverage retailers in the United States. Our business strategy is to continue to grow our distribution network and focus on distributor needs to enable further geographic expansion in the United States. Existing and new strategic relationships play a large part in our expansion and we are strategically selective in building our distribution network. We have grown and expanded our world-class distribution network to include: Arizona, Arkansas, California, Idaho, Louisiana, Michigan, Mississippi, Missouri, Nebraska, Nevada, New Mexico, Ohio, Tennessee, Texas, North Carolina, South Carolina, Wisconsin, Florida and Utah.

Our contact details

Our corporate headquarters are at 5840 El Camino Real, Suite 108, Carlsbad, California 92008. We can be reached at (760) 438-5470. We invite you to visit our websites at www.whosyourdaddyinc.com and www.kingofenergy.com.

The offer

Securities Offered by Selling Stockholders Securities registered hereunder include: (i) 5,867,355 common shares acquired by the Selling Stockholders through private placements; and (ii) 3,084,000 common shares issuable upon the exercise of warrants and options acquired pursuant to certain agreements, all offered at a price of $0.73 per share. There are no minimum purchase requirements and no agreements to escrow proceeds from the offering. Use of Proceeds We will not receive any proceeds from the resale of shares in this offering by the selling shareholders, but some of our affiliates hold shares listed in this registration statement and will receive proceeds from the resale of those shares. We receive proceeds from the exercise of warrants and options held by certain of the Selling Shareholders. We expect to use any proceeds we receive for working capital and other general corporate purposes. Currently Outstanding Common Stock The Company currently has 29,244,497 shares issued and outstanding. No new shares will be issued as part of this offering. OTCBB symbol WYDY

RISK FACTORS

This investment involves a high level of risk. Before making any investment, you should carefully consider the risks and uncertainties described below and the other information in this Prospectus. We believe the following risk factors are all material risk factors associated with purchasing our stock. If any of the following risks materialize, our business, results of operations and financial condition could be adversely affected and the value of your stock could decrease. This means you could lose all or part of your investment. Our forward-looking statements in this prospectus are subject to the following risks and uncertainties. Our actual results could differ materially from those anticipated in our forward-looking statements as a result of the risk factors below. See “Forward-Looking Statements”.

Risks related to our business:

We are exposed to various risks that can materially affect our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties materialize, our business, financial condition or results of operations could be materially adversely affected. In this event, the trading price of our common stock could decrease.

Our auditor has expressed significant doubts about our ability to continue as a going concern. If our business is to be profitable, we must obtain sufficient liquidity to continue our business.

We have received a report from our independent auditors on our financial statements for the year ended December 31, 2006, in which our auditors have included explanatory paragraphs indicating that our recurring losses and working capital deficit cast serious doubts on our ability to continue as a going concern let arise. In issuing this opinion, our auditors have indicated that they are not certain that we have the liquidity and ability to continue as a going concern. If we are unable to generate significant revenue and/or raise additional funding, we will not have sufficient funds to continue our business.

If we don’t get additional funding, our business will fail.

.We have suffered significant operating losses since our inception in October 2005. The Company incurred losses of $926,008 for the quarter ended March 31, 2007, $5,648,069 for the year ended December 31, 2006; $12,328,886 cumulative since inception and has a working capital deficit of $3,792,014 as of March 31, 2007. We will continue to experience high operating expenses and will require additional funds to execute our current business strategy until we can generate sufficient revenue to support our fund operations. If we cannot raise these funds, we will not be able to complete our business plan or achieve or maintain profitability. We do not currently have any financing arrangements in place and we cannot assure investors that we will be able to find such necessary financing.

Our inability to maintain full-time senior management services may adversely affect our operations and/or operational performance until suitable replacements are found.

Our business depends heavily on the services of our senior management. We do not maintain key personnel life insurance for members of our management team. We currently have employment contracts ending December 31, 2010 with Messrs. Moyal and Fleyshman and an employment contract ending May 9, 2010 with Mr. Moynahan. Messrs. Moyal and Fleyshman have received no cash salary payments and have deferred their salaries to date in 2007. Mr. Moynahan is deferring 50% of his salary until the Company meets certain sales and funding targets. The loss of service by any of these individuals or other key members of our management team could adversely affect our business until a suitable replacement can be found. There may be only a limited number of employees with the necessary skills to fill these positions and we may not be able to find or hire such qualified personnel on acceptable terms.

If we don’t adequately manage our growth, we may not be able to grow our business and become profitable.

We assume that our business and the number of our employees will grow in the next year. We anticipate that our growth will place a significant strain on our operations, management, employee base and our ability to sustain sufficient capital requirements to support our growth over the next 12 months. Any failure to successfully meet the needs of our growing business could negatively impact our chances of success.

Provisions in our organizational documents and insider control can prevent changes of control, even when such changes would be beneficial to other shareholders.

Our organizational documents may restrict changes of control. In addition, as of May 10, 2007, the members of our Board of Directors collectively control more than 48% of our outstanding common stock. As a result, management and the Board of Directors could exercise significant control over matters put to a vote by our shareholders, including electing directors, changing organizational documents and approving extraordinary transactions such as an attempted takeover, even if such actions are for the other common shareholders may not be favourable.

It is likely that in the normal course of our business development, additional shares of our stock will be issued which will result in dilution of our existing shareholders.

We will issue additional shares as needed to raise additional capital.

Litigation or court proceedings could expose us to significant liabilities and thereby adversely affect our financial results.

From time to time, we are party to various legal disputes and legal proceedings that could adversely affect our financial results. On July 19, 2006, the Company received a Request for Arbitration filed with the American Arbitration Association from Greg Sacks seeking damages under a sponsorship agreement between the parties. On February 13, 2007, the referee awarded Sacks Motorsports Inc. $1,790,000. On April 9, 2007, the Company was served with a subpoena and complaint in a court proceeding seeking judgment on a $222,352 promissory note due. On May 8, 2007, the Company was served with a subpoena and complaint in a lawsuit filed in San Diego Superior Court seeking judgment under a contract allegedly requiring payment of $288,000 in shares of the Company’s wholly owned subsidiary demanded. Who’s Your Daddy, Inc., a California corporation, plus a percentage of that subsidiary’s earnings. While the Company will vigorously pursue remedial and/or countermeasures in each instance, there can be no assurance that such actions will be successful and that the Company will not be required to pay cash in any such legal proceeding.

Risks related to our industry:

Competitive pressures in the energy drink market could adversely affect our results of operations.

The beverage industry is highly competitive. The main areas of the competition are pricing, packaging, new product and flavor development, and marketing campaigns. Our products compete with a wide range of beverages made by a relatively large number of manufacturers, each with significantly greater financial, marketing and sales resources than we do. Our energy drinks compete head-to-head with Red Bull ® , Monster ® , Rockstar ® and many other brands. There can be no assurance that we will be able to capture sufficient market share to sustain our business.

We rely on canneries and other contract packers to create our products. If we are unable to maintain good relationships with our canners and contract packers and/or their ability to manufacture our products is limited or unavailable to us, our business could suffer.

We do not manufacture our products directly, but outsource this manufacture to canners. Although our production agreements are generally of short duration or may be terminated upon request, in the event of a disruption or delay, we may not be able to source alternative canning equipment of acceptable quality, at commercially reasonable prices and/or within a reasonably short period of time . In addition, there are limited canneries in the United States with adequate capacity and/or equipment for our 16 and 8.4 ounce/200 ml can energy drinks and our bag-in-the-box distribution method. An interruption or delay in the production of any of these products could significantly impact our revenue and there may not be adequate capacity available for such products either at commercially reasonable prices and/or within a reasonably short time, if at all. Consequently, an interruption in the production of such products could adversely affect our sales.

When we are unable to maintain brand image or product quality, or when we encounter product recalls, our business can suffer.

Our success depends on our ability to maintain and build the brand image of our existing products, new products and brand extensions. We cannot ensure that our advertising, marketing and promotional programs will have the desired effect on our products’ brand image and consumer preferences. Real or imagined product quality issues or product contamination claims, even if fake or unfounded, could damage our image and cause consumers to choose other products. We may be asked from time to time to recall products in whole or from specific canneries, markets or batches. Product recalls could affect our profitability and brand image. We do not maintain recall insurance.

Our customers are essential to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer.

Our distributors and/or convenience chains, grocery chains, specialty stores, club stores and other customers could make unilateral decisions to stop stocking all or some of the products they carry at any time, which could affect our business suffering.

We may not be correctly assessing the demand for our products.

Our ability to estimate demand for our products is imprecise, particularly for new products, and may be less accurate during periods of rapid growth, particularly in new markets. If we materially underestimate demand for our products or are unable to secure sufficient ingredients or raw materials, we may not be able to meet demand in the short term.

Our intellectual property rights are critical to our success, and the loss of these rights could significantly affect our business.

We own numerous brands that are very important to our business. We also own the copyright in and to some of the content on the packaging of our products. We consider our trademarks, copyrights and similar intellectual property to be critical to our success and seek to protect those properties with registered and common law trademarks and copyrights, disclosure restrictions and other measures to prevent infringement. Product packaging and graphics are important to our success, and we take steps to protect our packaging and trade dress from counterfeiting and to protect our trademarks and copyrights as appropriate. However, there can be no assurance that other third parties will not violate or misuse our trademarks and similar property rights. If we lose some or all of our intellectual property rights, our business could be significantly impacted.

8th

Risks related to our common stock and its market:

We have not paid dividends on our common stock and do not currently expect to do so.

We have not historically paid dividends on our common stock and do not expect to declare or pay any dividends in the foreseeable future. As a result, you will only realize an economic return on your investment in our common stock if the price rises. You should not purchase our common stock with the expectation of receiving cash dividends. As a result, our failure to pay dividends may result in you not seeing a return on your investment, even if we are successful in our business operations. In addition, because we do not pay dividends, we may have difficulty raising additional funds, which could affect our ability to expand operations.

There is a limited market for our common stock, making it difficult for investors to transact in our securities.

Our common stock is listed on the OTCBB under the symbol “WYDY”. If public trading in our common stock does not increase, a liquid market for our common stock will not develop. The potential impact of this includes difficulty for the holders of our common stock in selling our common stock at prices that they find attractive. If liquidity in the market for our common stock does not increase, investors in our company may never be able to sell their stock and realize a profit on their investment.

Our stocks are rarely traded, which can result in price volatility and difficulty in liquidating your investment.

Trading volume of our stock has been relatively low, which can cause the trading price of our stock to change significantly in response to relatively small buy or sell orders. Both volume and price can vary widely in response to various factors, many of which are beyond our control, including actual or anticipated variations in quarterly and annual operating results and general market perception. The lack of an active trading market could affect our shareholders’ ability to sell our common stock in short periods of time, or possibly at all. Darüber hinaus glauben wir, dass Faktoren wie Veränderungen in der Gesamtwirtschaft oder der Zustand der Finanzmärkte, insbesondere im Hinblick auf Aktien mit geringerer Marktkapitalisierung wie unserer, dazu führen könnten, dass der Kurs unserer Stammaktien erheblich schwankt. Diese Schwankungen können auch dazu führen, dass Leerverkäufer von Zeit zu Zeit in den Markt eintreten, in der Annahme, dass wir in Zukunft schlechte Ergebnisse erzielen werden, was den Verkaufsdruck auf unsere Aktie erhöhen und wahrscheinlich zu Kursrückgängen unserer Aktie führen würde. Wir können die Handlungen von Marktteilnehmern nicht vorhersagen und können daher keine Zusicherungen geben, dass der Markt für unsere Aktien stabil sein oder im Laufe der Zeit steigen wird, oder in der Lage sein werden, den Verkauf Ihrer Aktien ohne einen wesentlichen Rückgang des Aktienkurses zu ermöglichen .

Ein Verkauf einer beträchtlichen Anzahl von Aktien unserer Stammaktien kann dazu führen, dass der Kurs unserer Stammaktien sinkt.

Wenn unsere Aktionäre erhebliche Mengen unserer Stammaktien auf dem öffentlichen Markt verkaufen, einschließlich Aktien, die bei Ausübung ausstehender Optionen oder Optionsscheine ausgegeben werden, könnte der Marktpreis unserer Stammaktien fallen. Diese Verkäufe können es uns auch erschweren, Aktien oder aktienähnliche Wertpapiere in Zukunft zu einem Zeitpunkt und zu einem Preis zu verkaufen, den wir für angemessen oder angemessen halten.

Unsere Stammaktien gelten als „Penny Stock“, was den Verkauf ihrer Aktien aufgrund von Eignungserfordernissen für Anleger erschweren kann.

Unsere Stammaktien gelten als „Penny Stock“, wie dieser Begriff in Regel 3a51-1 definiert ist, die unter dem Securities Exchange Act von 1934 in der jeweils gültigen Fassung (der „Exchange Act“) veröffentlicht wurde. Die durch eine solche Bezeichnung auferlegten Anforderungen können den potenziellen Markt für unsere Stammaktien verringern, indem sie die Anzahl potenzieller Investoren verringern. Dies kann es Anlegern in unseren Stammaktien erschweren, Aktien an Dritte zu verkaufen oder anderweitig darüber zu verfügen. Dies könnte dazu führen, dass unser Aktienkurs sinkt. Penny Stocks im Sinne von Regel 3a51-1 sind Aktien:

– Mit einem Preis von weniger als 5,00 $ pro Aktie;

– die nicht an einer „anerkannten“ nationalen Börse gehandelt werden (wir werden derzeit an der Bulletin Board-Börse gehandelt, die nicht als „anerkannte“ nationale Börse gilt);

– deren Preise nicht im automatisierten Notierungssystem der NASDAQ notiert sind (an der NASDAQ notierte Aktien müssen dennoch einen Preis von mindestens 5,00 $ pro Aktie haben); or

– Von Emittenten mit einem materiellen Nettovermögen von weniger als 2,0 Millionen US-Dollar (wenn der Emittent seit mindestens drei Jahren ununterbrochen tätig ist) oder 10,0 Millionen US-Dollar (wenn er weniger als drei Jahre ununterbrochen tätig ist) oder mit durchschnittlichen Einnahmen von weniger als 6,0 Millionen US-Dollar für die letzten drei Jahre.

Broker/Händler, die mit Penny Stocks handeln, müssen potenziellen Anlegern ein Dokument zur Verfügung stellen, in dem die Risiken von Penny Stocks offengelegt werden. Darüber hinaus müssen Makler/Händler feststellen, ob eine Anlage in Penny Stocks eine geeignete Anlage für einen potenziellen Anleger ist. Viele Broker haben sich aufgrund der Anforderungen der Penny Stock-Regeln entschieden, nicht mit „Penny Stocks“ zu handeln, und infolgedessen ist die Anzahl der Broker-Dealer, die bereit sind, als Market Maker für solche Wertpapiere zu fungieren, begrenzt. Für den Fall, dass wir für einen längeren Zeitraum den „Penny Stock Rules“ unterliegen, können sich für unsere Wertpapiere gegebenenfalls nachteilige Auswirkungen auf den Markt ergeben. Da unsere Wertpapiere den „Penny Stock Rules“ unterliegen, wird es für Anleger schwieriger, über unsere Wertpapiere zu verfügen. Verkaufende Aktionäre können unseren Aktienwert durch die Durchführung von Leerverkäufen beeinflussen, die den Wert unserer Stammaktien verringern können.

Leerverkäufe sind Transaktionen, bei denen ein verkaufender Aktionär ein Wertpapier verkauft, das er nicht besitzt. Um die Transaktion abzuschließen, muss ein verkaufender Aktionär die Sicherheit leihen, um den Käufer zu beliefern. Der verkaufende Aktionär ist dann verpflichtet, das geliehene Wertpapier zu ersetzen, indem er das Wertpapier zum Marktpreis zum Zeitpunkt des Austauschs kauft. Der Preis zu diesem Zeitpunkt kann höher oder niedriger sein als der Preis, zu dem das Wertpapier vom verkaufenden Aktionär verkauft wurde. Wenn der Preis des zugrunde liegenden Wertpapiers zwischen dem Verkauf unseres Wertpapiers durch den verkaufenden Aktionär und dem Rückkauf fällt, realisiert der verkaufende Aktionär einen Gewinn aus der Transaktion. Conversely, if the underlying security goes up in price during the period, the selling stockholder will realize a loss on the transaction. The risk of such price increases is the principal risk of engaging in short sales. The selling stockholders in this registration statement could short the stock by borrowing and then selling our securities in the market, and then converting the stock through either the warrants at a discount to replace the security borrowed. Because the selling shareholders control a large portion of our common stock, the selling shareholders could have a large impact on the value of our stock if they were to engage in short selling of our stock. Such short selling could impact the value of our stock in an extreme and volatile manner to the detriment of other shareholders.

Shares eligible for public sale in the future could decrease the price of our shares of common stock and reduce our future ability to raise capital.

Sales of substantial amounts of shares of our common stock in the public market could decrease the prevailing market price of our common stock. If this is the case, investors in our shares of common stock may be forced to sell such shares at prices below the price they paid for their shares. In addition, a decreased market price may result in potential future investors losing confidence in us and failing to provide needed funding. This will have a negative effect on our ability to raise equity capital in the future.

USE OF PROCEEDS

The Selling Stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares, but certain of our affiliates hold shares included in this registration statement and will receive proceeds from the resale of those shares. We may receive proceeds from the sale of shares issuable upon exercise of certain warrants and options by the Selling Stockholders. Any proceeds received by us upon the exercise of these warrants and options will be used for general corporate purposes. We have agreed to bear the expenses relating to the registration of the shares for the Selling Stockholders.

“PENNY STOCK” CONSIDERATIONS

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission (“SEC”). Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

SELLING STOCKHOLDERS

The securities being offered hereunder are being offered for resale by the Selling Stockholders. The Selling Stockholders may from time to time offer and sell pursuant to this prospectus up to an aggregate of 8,007,547 shares of our common stock.

The Selling Stockholders may from time to time offer and sell any or all of their shares that are registered under this prospectus. Because the Selling Stockholders are not obligated to sell their shares, and because the Selling Stockholders may also acquire publicly traded shares of our common stock, we cannot estimate how many shares the Selling Stockholders will own after the offering.

Pursuant to the terms of the relevant Selling Stockholders’ agreements with us, all expenses incurred with respect to the registration of the common stock covered by this prospectus will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by any Selling Stockholder in connection with its sale of shares.

The table below sets forth with respect to each Selling Stockholder, based upon information made available to us by each Selling Stockholder: (i) the number of shares of common stock beneficially owned as of July 2, 2007 and prior to the offering contemplated hereby; (ii) the maximum number of shares of common stock which may be sold by the Selling Stockholder under this prospectus; and (iii) the number of shares of common stock which will be owned after the offering by the Selling Stockholder.

Name of Selling Stockholder (1) Shares of Common Stock Owned Prior to the Offering Percent of Common Shares Owned Prior to the Offering (2) Shares of Common Stock to be Sold in the Offering Number of Shares Owned After the Offering Percent of Shares Owned After the Offering Around the Clock Partners, LP (3) 5,561,906 12.6% 2,186,906 (4) 3,375,000 7.6% Wayne Anderson (3) 85,000 * 85,000 0 0 Cohiba Partners Ltd. (5) 1,982,000 4.5% 1,982,000 (6) 0 0 Chuck Laubach and Jim Pomfret (7) 500,000 1.1% 500,000 0 0 John F. Moynahan (8) 1,500,000 3.4% 1,500,000 (9) 0 0 European American Investments Inc. 907,808 2.1% 907,808 0 0 Geneva Equities Ltd. 107,586 * 107,586 0 0 US & Foreign Company 275,129 * 275,129 0 0 Sandias Azucaradas CR, S.A. 800,000 1.8% 800,000 0 0 Derek Jones 15,000 * 15,000 0 0 Kelson, Rood, Stoll & Winkler 5,000 * 5,000 0 0 Shearson Foundation 61,926 * 61,926 0 0 Reuven I. Rubinson (10) 847,000 1.9% 525,000 (11) 322,000 *

* Less than 1% (1) None of the Selling Stockholders are broker-dealers or affiliates of broker-dealers. (2) Based on 29,244,497 shares outstanding as of July 2, 2007 and warrants for 14,998,057 shares. (3) Around the Clock Partners, LP and Around the Clock Trading and Capital Management, LLC together are beneficial owners of more than 10% of our common stock and Wayne Anderson, who is a member of our board of directors, is a principal of Around the Clock Partners, LP and Around the Clock Trading and Capital Management, LLC. (4) Includes 560,000 shares of common stock issuable upon exercise of warrants and options issued in private placement transactions, and 65,000 shares of common stock held by Around the Clock Trading and Capital Management, LLC. (5) Includes 116,000 shares owned by Cohiba Partners Ltd. Cohiba Partners Inc. is a beneficial owner of more than 5% of our common stock and pursuant to the Securities Purchase Agreement, and has the right to designate one person to serve on our board of directors. (6) Includes 116,000 shares of common stock held by Cohiba Partners Inc., and includes 484,000 shares of common stock issuable upon exercise of an option to purchase shares of our common stock pursuant to the Securities Purchase Agreement and amendment thereto. (7) Messrs. Pomfret and Laubach own their shares as joint tenants in common. (8) Mr. Moynahan is our Chief Financial Officer. (9) All shares issuable upon exercise of options issued in connection with Mr. Moynahan’s employment agreement dated May 9, 2007. The strike price and vesting schedule is 250,000 shares vesting May 9, 2007 with a strike price of $1.00 per share; 250,000 shares vesting May 1, 2008 at a strike price of $1.00; 500,000 shares vesting May 1, 2009 at a strike price of $1.50 per share; and 500,000 shares vesting May 1, 2010 at a strike price of $2.00. All options vest upon a change in control of the Company (10) Mr. Rubinson is our former Chief Financial Officer. (11) All shares issuable upon exercise of options previously issued to Mr. Rubinson.

PLAN OF DISTRIBUTION

The Selling Stockholders may sell some or all of their shares immediately after they are registered. The Selling Stockholders’ shares may be sold or distributed from time to time by the Selling Stockholders or by pledgees, donees or transferees of, or successors in interest to, the Selling Stockholders, directly to one or more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

– ordinary broker transactions, which may include long or short sales;

– transactions involving cross or block trades on any securities or market where our common stock is trading;

– purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus, “at the market” to or through market makers or into an existing market for the common stock;

– in other ways not involving market makers or established trading markets, including direct sales to or sales effected through agents;

– any combination of the foregoing, or by any other legally available means.

In addition, the Selling Stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the Selling Stockholders. The Selling Stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The Selling Stockholders and any broker- dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. Neither the Selling Stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the Selling Stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.

The Selling Stockholders named in this prospectus must comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the offer and sale of the common stock. The Selling Stockholders and any broker-dealers who execute sales for the Selling Stockholders may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales. In particular, during such times as the Selling Stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable laws and may among other things:

1. Not engage in any stabilization activities in connection with our common stock;

2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus from time to time, as may be required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities permitted under the Exchange Act.

Regulation M

We have informed the Selling Stockholders that Regulation M promulgated under the Exchange Act may be applicable to them with respect to any purchase or sale of our common stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution.

During any distribution period, Regulation M prohibits the Selling Stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of the common stock. None of these persons may effect any stabilizing transaction to facilitate any offering at the market. As the Selling Shareholders will be offering and selling our common stock at the market, Regulation M will prohibit them from effecting any stabilizing transaction in contravention of Regulation M with respect to the shares.

We also have advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the Selling Stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while such Selling Stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

LEGAL PROCEEDING S

On February 7, 2006, American Express Company filed a suit in the San Diego Superior Court seeking payment on a credit card balance of approximately $80,000. This issue has been settled for substantially less than the amount sought by American Express Company.

On July 19, 2006, the Company received a Demand for Arbitration filed with the American Arbitration Association from Greg Sacks seeking damages arising out of a sponsorship contract between the parties. On February 13, 2007, the Arbitrator awarded Sacks Motorsports Inc. $1,790,000. The Company believes that there were several significant venue and procedural issues with this arbitration award and intends to utilize all of its available remedies to overturn or reduce the amount of this award. This amount was taken as a Advertising, Promotional and Marketing expense in the quarter ending December 31, 2006 and is fully reserved on the balance sheet under Accounts and Accrued Expenses Payable.

On April 9, 2007, the Company was served with a summons and complaint in a lawsuit seeking judgment on a $222,352 note payable. The Company is evaluating the merits of the lawsuit and possible counterclaims.

On May 8, 2007, the Company was served with a summons and complaint in a lawsuit filed in the San Diego Superior Court seeking judgment under a contract allegedly calling for the payment by the Company of $288,000, stock in the Company’s wholly-owned subsidiary, Who’s Your Daddy, Inc., a California corporation, plus a certain percentage of the revenues of that subsidiary. The Company is evaluating the merits of the lawsuit and possible counterclaims.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages as of management, and business experience of the directors, executive officers and certain other significant employees of our company. Our directors hold their offices for a term of one year or until their successors are elected and qualified. Our officers serve at the discretion of the Board of Directors. Each officer devotes as much of his working time to our business as is required. There are no family relationships among the directors. There are no arrangements or understandings between any director and any other person pursuant to which that director was or is to be elected.

Name Age Position Date of Appointment Dan Fleyshman 25 President and Director April 26, 2005 Edon Moyal 25 Chief Executive Officer and Chairman of the Board April 26, 2005 Derek Jones 68 Director April 26, 2005 Wayne Anderson 41 Director May 7, 2007 John F. Moynahan 50 Chief Financial Officer May 9, 2007

Dan Fleyshman has been President and Director of the Company since April 26, 2005. Since 2001, Mr. Fleyshman was the President of Who’s Your Daddy, Inc., a California corporation, which was acquired by the Company as a wholly-owned subsidiary in April, 2005. Mr. Fleyshman is primarily responsible for the strategic development of key licensing and manufacturing relationships for the Company. In addition, Mr. Fleyshman is instrumental in the formulation of the Company’s strategic plan, the recruitment process of key executives for the organization and the creative development behind branding initiatives.

Edon Moyal has been Chief Executive Officer and Director of the Company since April 26, 2005. Since 2001, Mr. Moyal has been the Chief Executive Officer of Who’s Your Daddy, Inc., a California corporation, which was acquired by the Company as a wholly-owned subsidiary in April, 2005. Mr. Moyal is primarily responsible for formulating the Company’s strategic plan, developing marketing strategies and new product concepts, establishing distribution channels, analyzing branding initiatives, developing new licensing opportunities, recruiting and developing key executives for the organization and sourcing capital to ensure the continued growth of the Company.

John F. Moynahan has been Chief Financial Officer since May 9, 2007. From June 2006 to May 2007, Mr. Moynahan was President and Managing Director of NovaStar Group, Inc., a private consulting company specializing in financing, strategic planning, and business planning for emerging growth companies. From November 2005 until June 2006, and from April 1999 to February 2003, Mr. Moynahan was Senior Vice President and Chief Financial Officer for Xybernaut Corporation, a publicly-traded high technology company. From May 2004 until October 2005, Mr. Moynahan was Vice President Finance and Corporate Development for Innovative Technology Applications, Inc., a private high-technology defense contractor to the U.S. government. From February 2003 until May 2004, he was Senior Vice President and Chief Financial Officer for CardSystems Solutions, Inc., a credit card processing company. Mr. Moynahan started his career with Ernst & Ernst (now Ernst & Young) in New York City in 1979. He has a B.A. in Economics, Magna Cum Laude, from Colgate University, where he was elected to Phi Beta Kappa, an M.B.A. from New York University, Cum Laude, a C.P.A. from New York State, and is a co-inventor on five U.S. patents and over 100 corresponding patents outside the United States.

Wayne Anderson was appointed Director of the Company in May 2007. Mr. Anderson is Managing Member and co-founder of Around the Clock Trading and Capital Management, LLC, an investment management company and General Partner of Around the Clock Partners, LP. In 2000, Mr. Anderson co-founded both firms, after managing assets of accredited investors for several years. Mr. Anderson has been the Managing Member of the General Partner since inception. Mr. Anderson’s investment focus has been on undervalued equities within the healthcare, biotechnology, and emerging growth sectors. Mr. Anderson also brings forth his expertise in corporate finance catering to companies with market capitalization of less than $100 million. Mr. Anderson completed his undergraduate studies at the University of Georgia with a focus on Biology. Mr. Anderson was awarded a Doctorate of Podiatric Medicine (DPM) from the Temple University College of Podiatric Medicine.

Derek Jones was appointed as Director of the Company on April 26, 2005. For more than the past nine years, Mr. Jones has been a consultant and telecom analyst. Mr. Jones, since 2003, has served as a Director of Native American Studies and Fund Raising Division of the Rio Grande Foundation, a New Mexico free market research and educational organization dedicated to the study of public policy. Along with his background in Business Administration, Mr. Jones brings to the Company his knowledge and 35 years experience in the area of corporate development and finance as well as his background in the areas of International Finance and business affairs.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires our officers, directors and persons who own more than 10% of a class of our securities registered under Section 12 of the Exchange Act to file reports of ownership and changes in ownership with the SEC and the National Association of Securities Dealers. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports furnished to us and written representations that no Form 5 report was required for the fiscal year ended December 31, 2006, we believe that all persons subject to the reporting requirements of Section 16(a) were complied with during the fiscal year ended December 31, 2006, except as follows: Edon Moyal, Don Fleyshmon and Derek Jones failed to timely file Form 4 Reports for grants of 7,500 shares of restricted common stock each on March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our capital stock, as of July 2, 2007, for: (i) each director; (ii) each person who is known to us to be the beneficial owner of more than 5% of our outstanding common stock; (iii) each of our executive officers named in the Summary Compensation Table; and (iv) all of our current executive officers and directors of as a group. Except as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power with respect to the shares shown as beneficially owned.

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Five-Percent Shareholders, Directors and Executive Officers Shares Beneficially Owned Percent Of Class (1) Five-Percent Shareholders : Around the Clock Partners, LP (2) 33 6th Street, #204 St. Petersburg, Florida 33701 5,811,906 12.8% Directors and Executive Officers : Edon Moyal (3) 4,075,375 9.4% Dan Fleyshman (4) 4,075,375 9.4% John F. Moynahan (5) 250,000 * Derek Jones 3670 Glendon Avenue #132 Los Angeles, California 90034 30,000 * Wayne Anderson 33 6th Street, #204 St. Petersburg, Florida 33701 85,000 * All directors and executive officers as a group (5 persons) (6) 14,327,656 19.6%

* Less than 1% of the Common Stock outstanding. (1) Based upon 28,536,689 shares of Common Stock but also reflecting as outstanding, with respect to the relevant beneficial owner, the shares which that beneficial owner could acquire upon exercise of options exercisable within 60 days. (2) Includes 1,376,000 shares subject to stock options exercisable within 60 days of June 1, 2007, and 239,950 shares held by Around the Clock Partners, LLC. (3) Includes 3,130,000 shares subject to stock options exercisable within 60 days of June 1, 2007. (4) Includes 3,130,000 shares subject to stock options exercisable within 60 days of June 1, 2007. (5) Includes 250,000 shares subject to stock options exercisable within 60 days of June 1, 2007. (6) Includes 6,510,000 shares subject to stock options exercisable within 60 days of June 1, 2007.

DESCRIPTION OF SECURITIES

We are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock. As of July 2, 2007, there were issued and outstanding 29,244,497 shares of common stock.

Common Stock

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our shareholders. Holders of our common stock are entitled to receive dividends ratably, if any, as may be declared by the board of directors out of legally available funds, subject to any preferential dividend rights of any outstanding preferred stock (there are none currently). Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future without further shareholder approval.

Preferred Stock

We have 20,000,000 shares of preferred stock authorized, and none outstanding.

Convertible Notes

On May 7, 2007, the Company reached an agreement with Around the Clock Partners, LP, Cohiba Partners Inc. and the investors identified on the signature pages to the Securities Purchase Agreement attached as Exhibit 10.1 to the Form 8-K filed by the Company with the Securities Exchange Commission on May 14, 2007 (the “New Investors”) whereby the Company assigned, and the New Investors assumed, the Company’s rights and obligations under the Securities Repurchase Agreement and, concurrently, the New Investors exercised their rights thereunder and purchased from the AJW Entities the Notes and Warrants in exchange for payment to the AJW Entities of $1,000,000 and the transfer to the AJW Entities of 2,000,000 shares of the Company’s common stock held by the New Investors, thereby retiring the Company’s short and long term debt obligations to the AJW Entities. The New Investors concurrently exchanged the Notes and Warrants with the Company for 4,500,000 shares of the Company’s common stock and an option to purchase up to 2,000,000 shares of the Company’s common stock at a purchase price of $0.50 per share, exercisable for sixty days after the closing of the financing. Following this transaction, there are no financial instruments issued by the Company that are convertable into common shares..

Warrants

As of March 31, 2007, we had outstanding warrants to purchase a total of 11,258,057 shares of our common stock at an average exercise price of $1.52 per share. In the second quarter of 2007, we issued warrants to purchase 4,200,000 shares of our common stock at an average exercise price of $0.90 per share. As of July 2, 2007, there were outstanding options and warrants to purchase a total of 15,458,057 shares of our common stock at an average exercise price of $1.35 per share. Except as provided herein, the warrants are not subject to registration rights.

INTEREST OF NAMED EXPERTS AND COUNSEL

The financial statements included in this prospectus and the registration statement have been audited by Baum & Company, PA, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS

The Company

We were incorporated in the State of Nevada on October 12, 2000 under the name Cogen Systems, Inc. We changed our name to Snocone Systems, Inc. on December 6, 2001. On April 1, 2005, Snocone Systems, Inc. completed and closed an Agreement and Plan of Merger with Who’s Your Daddy, Inc. (“WYD”), an unrelated, privately-held California corporation, whereby WYD became a wholly-owned subsidiary of the Company. WYD was founded by Edon Moyal and Dan Fleyshman in November 2001 with their vision of licensing the phrase “Who’s Your Daddy.”

As a result of the merger, we changed our name to Who’s Your Daddy, Inc. After developing our own energy drink, we changed our primary business to the manufacture and distribution of ready-to-drink King of Energy ™ beverages centered on our trademark-protected brand, Who’s Your Daddy ® . While we continue to assess licensing opportunities for our trademark-protected brand, our current efforts are concentrated on expanding the distribution of our King of Energy™ energy drinks.

Description of Business

1. Who’s Your Daddy ® King of Energy™ Drinks

In the third quarter of 2005, we commenced sales of the Who’s Your Daddy ® King of Energy ™ regular and sugar-free cranberry-pineapple flavor energy drinks. The business strategy behind our King of Energy ™ energy drinks focuses on maintaining the edge, energy and humor behind our brand, while continuing to build brand awareness and recognition. Our target market includes those who seek alternatives to unpleasant-tasting energy drinks, coffee and other beverages intended to provide an energy boost. As part of our strategy, we have developed products and events that appeal to this group, and we continue to pursue opportunities to expand our product lines and distribution worldwide.

Our King of Energy ™ energy drinks come in two flavors and four distinct formulas. We have regular and sugar-free versions of our unique cranberry-pineapple flavor, which we started shipping in the third quarter of 2005, and regular and sugar-free versions of our green tea flavor. We introduced our regular green tea beverage in July 2006 as one of the first green tea beverages for the energy drink market. In February 2007, we began shipping our sugar-free green tea flavored beverage. For this product, we are targeting women and the more mature generation who are interested in the anti-oxidant, cleansing and weight loss features of green tea. This offering expands the scope of retailers who carry our products, since many green tea retailers generally do not carry energy drinks. In May 2007, we introduced 8.4-ounce/200 ml cans and the “Bag in the Box” method of distributing our beverages to service consumers in nightclubs, sports bars, music venues, restaurants, fast food chains and other concession outlets. “Bag in the Box,” commonly referred to in the industry as “BIB,” is an industry-standard container of concentrated formulated syrup that is mixed with carbonated water and typically utilized in over the counter soda dispensers and soda machines.

2. Licensing of our Trademark-Protected Brand

We design and license a variety of products centered on our trademark-protected brand, Who’s Your Daddy ® . We currently hold trademarks for more than 300 products in the United States, Mexico, Middle East, Far East, Japan and the European Community. The Who’s Your Daddy ® range of product offerings is designed to appeal to young men, women and sports fans who strive for Style with Authority ™ . Royalties paid to us under previous licensing agreements for products generally were based on a percentage of the licensee’s net sales of the licensed products and we plan to continue this in the future.

While our operational focus is concentrated on the development of the King of Energy™ brand recognition, we are also continuing to register the Who’s Your Daddy ® trademarks throughout the world and are pursuing licensing opportunities that come before us.

3. Marketing and Distribution

We currently have over 39 distributors who distribute our energy drinks in 18 states. We are actively developing new flavors of our King of Energy ™ energy drinks. We plan to introduce these gradually as we gain shelf space, geographic distribution, and can capitalize on economies of scale.

We produce our King of Energy ™ energy drinks at facilities utilized by known national brands such as 7-UP ® , RC Cola ® and Pepsi ® . We also utilize premier American canners – Ball Corporation in the West (the largest canning company in the world) and Rexam Beverage Can Company in the East (one of the largest canning companies in the United States). Selection of canners is primarily governed by their capability to handle 16 and 8.4-ounce/200 ml cans, “Bag in the Box” capabilities, proximity to our geographical markets of activity, available plant capacity, pricing, terms and storage facilities at the plant.

We have established distribution agreements with some of the largest and most respected beer and beverage distributors in the United States. Our business strategy is to continue growing our distribution network and to concentrate on the needs of distributors to facilitate continued geographical expansion in the United States. Existing and new strategic relationships play a large role in our expansion, and we are strategically selective in building our distribution network. We have increased and expanded our top tier distribution network to include; Arizona, Arkansas, California, Idaho, Louisiana, Michigan, Mississippi, Missouri, Nebraska, Nevada, New Mexico, Ohio, Tennessee, Texas, North Carolina, South Carolina, Wisconsin, Florida and Utah.

Currently we do not have any outstanding licensing arrangements. However, the Company continuously evaluates new opportunities that are presented to us to expand the Who’s Your Daddy ® range of products utilizing our trademark-protected brand.

4. Competition

The beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products and flavors and marketing campaigns. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, all of which have substantially greater financial, marketing and distribution resources than we do. Our King of Energy™ drinks are subject to extensive competition by numerous domestic and foreign companies. Such competitors include Red Bull ® , Rockstar ® and Monster ® energy drinks.

Any branded clothing and accessory products we license will be subject to extensive competition by numerous domestic and foreign companies with substantially greater financial, marketing and distribution resources than we do. Such competitors with respect to licensing of our brand include Cherokee, Inc., No Fear ® and ODM ® , which license their many brands for products competitive with Who’s Your Daddy ® products. The factors which shape the competitive environment include quality of construction and design of the product, brand name, style and color selection, price and the manufacturer’s ability to respond quickly to the retailer on a national basis. Therefore, our success is dependent on our ability, and the ability of our licensees, to design, manufacture and sell products bearing its brand and to respond to ever-changing consumer demands.

5. Intellectual Property

We design and license a variety of products centered on our trademark-protected brand, Who’s Your Daddy ® . Depending upon the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained and they have not been found to have become generic. Registrations of trademarks can generally be renewed as long as the trademarks are in use. We currently hold trademarks for more than 300 products in the U.S., Mexico, Middle East, Far East, Japan and the European Community.

In addition, we exclusively manufacture, promote and sell our four flavors of the King of Energy™ energy drinks. We have developed and own the formula to all of the King of Energy™ flavors

Officers and Key Personnel

Our principal office is located at 5840 El Camino Real, Suite 108, Carlsbad, California 92008. Our phone number is (760) 438-5470. Dan Fleyshman is our president, Edon Moyal is our Chief Executive Officer and John F. Moynahan is our Chief Financial Officer.

employee

Prior to the merger, we had no employees. We relied upon our officers, directors and part-time outside consultants to further our business efforts.

As of May 31, 2007, we employed 14 persons. None of these employees are represented by labor unions and we believe that our employee relations are satisfactory.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements

The following discussion contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Plan of Operation

To date, we have funded our operations primarily through the issuance of stock via private placements under the exemption provided by section 4(2) of the Securities Act in exchange for technology rights and services and to settle obligations under various loans. In 2005, we raised $2,271,677 via loans and $663,475 from the issuance of restricted common stock for cash. In 2006, we raised $575,899 via loans and $1,265,456 from the issuance of restricted common stock for cash.

On August 31, 2006, we secured a revolving $250,000 credit line for the production of our King of Energy™ drinks. At December 31, 2006 we had utilized approximately $186,000 of this line.

Management is currently seeking additional capital through its investment banker and other sources. In the near future, we are targeted to raise a $3,000,000 to $5,000,000, which will be used to pay down accounts and accrued expenses payable, including approximately $170,000 of taxes (which the Company is currently arranging a payment plan on), increase inventory, add additional personnel, purchase promotional materials for expanding the distributor network and pay operational expenses. Should we be unsuccessful in obtaining additional funding, we may be unable to meet our cash flow requirements in the short term.

Liquidity and Capital Resources

On December 31, 2006, we had a working capital deficit of $3,831,885 compared with $3,032,977 at December 31, 2005. We plan to utilize debt and/or equity financings to fund short-term and long-term growth. The availability of future financings will depend on market conditions and other factors. A portion of the funds may be used to grow the business through acquisition of other businesses.

The forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties. The actual funding requirements may differ materially from this as a result of a number of factors including plans to rapidly expand new operations. There can be no assurance we will be able to continue as a going concern or achieve material revenues or profitable operations.

For the most recent year ended December 31, 2006, we incurred a loss in the amount of $5,648,069 compared to a loss of $4,251,311 in 2005. These losses are attributable to organizational expenses, expenses associated with setting up a company structure and market-ready products and implementing the first stage of our business plan, as well as the $1,790,000 arbitration award. We anticipate we will operate at a loss until additional funding is secured, depending upon the performance of the business.

Recent Financing

On April 11, 2007, effective April 3, 2007, the Company and AJW Partners, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. And New Millenium Partners, II, LLC (collectively, the “AJW Entities”) reached an agreement whereby the Company obtained the right to repurchase $1,750,000 in secured convertible notes (the “Notes”) and warrants to purchase 876,170 shares of the Company’s common stock (the “Warrants”) in exchange for $1,000,000 and the issuance of 2,000,000 shares of the Company’s common stock. This Securities Repurchase Agreement is described on the Form 8-K filed with the Securities and Exchange Commission on April 29, 2007.

On May 7, 2007, the Company reached an agreement with Around the Clock Partners, LP, Cohiba Partners Inc. and the investors identified on the signature pages to the Securities Purchase Agreement attached as Exhibit 10.1 to the Form 8-K filed by the Company with the Securities Exchange Commission on May 14, 2007 (the “New Investors”), as amended by the Amendment to Securities Purchase Agreement dated June 20, 2007, whereby the Company assigned, and the New Investors assumed, the Company’s rights and obligations under the Securities Repurchase Agreement and, concurrently, the New Investors exercised their rights thereunder and purchased from the AJW Entities the Notes and Warrants in exchange for payment to the AJW Entities of $1,000,000 and the transfer to the AJW Entities of 2,000,000 shares of the Company’s common stock held by the New Investors, thereby retiring the Company’s short and long term debt obligations to the AJW Entities. The New Investors concurrently exchanged the Notes and Warrants with the Company for 4,500,000 shares of the Company’s common stock and an option to purchase up to 2,500,000 shares of the Company’s common stock at a purchase price of $0.50 per share, exercisable for sixty days after the closing of the financing.

Results of Operations

From October 12, 2000 through December 31, 2005, we engaged in no significant operations other than organization activities and research and development. We received minimal revenue. We expended $3,028,137 in 2005 and $2,861,102 in 2006 for administration costs, and $622,556 in 2005 and $2,806,183 in 2006 for marketing costs. Operational costs over the next year will depend on a number of factors, including costs with respect to our business plan.

Liabilities and Stockholder Equity

Our total liabilities as of December 31, 2006 were $6,322,284. Our total current liabilities consisted of: (a) $553,000 of Accounts Payable (b) $2,282,000 of accrued expenses and interest (c) $232,000 of taxes, (d) $238,000 of amounts due to officers, employees and related parties (e) $715,000 of other loans payable and (f) $222,000 representing the current portion of long-term debt. The largest obligation we have is a $1,790,000 arbitration award in favor of Sacks Motorsports Inc against the Company, included in accrued expenses. We are in the process of evaluating several legal options and will be pursuing appropriate actions upon completion of this evaluation to limit and/or vacate the award.

Licensing Revenue is recorded over the life of the contract when earned based on the terms of the contract. Sales Revenue is recognized when products are shipped to the customer and title passes.

Off-Balance Sheet Arrangements

As of May 31, 2007, there were no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Going Concern

We may require additional capital for our operational activities and, although we intend to raise capital through the issuance of stock in the near future, our ability to raise capital through the issuance of stock in the future is unknown. Obtaining additional financing and attaining profitable operations are necessary for us to continue operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

DESCRIPTION OF PROPERTY

We do not own any real property. Our principal executive offices are located at a leased premise at 5840 El Camino Real, Suite 108, Carlsbad, CA 92008. We are leasing approximately 5,000 square feet under an agreement that commenced in March, 2007 and expires in March 2012. Monthly payments under the lease are currently approximately $8,800, increasing to approximately $10,100. Our leased space includes both offices and a warehouse and we consider it adequate for the operations of our business.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have agreements with two related parties: one for systems control and Sarbanes-Oxley planning and one for management consulting services. Under the terms of these agreements, we are committed to pay a total of $11,000 monthly to these two related parties. A portion of this amount is being deferred until we receive additional funding. At March 31, 2007, the Company converted $96,000 of the amounts owed to them to Company common stock and had deferred payments of $13,000 to one of them. In addition, at March 31, 2007 officers and shareholders made loans to the Company of approximately $297,561 and officers had deferred salary and Gross Revenue payments totalling $225,973.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently quoted on the OTC Bulletin Board, which is sponsored by the National Association of Securities Dealers (“NASD”). The OTC Bulletin Board is a network of securities dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Our shares are quoted on the OTC Bulletin Board under the symbol “WYDY.OB.”

The following table reflects the reported high and low bid prices of our Common Stock for each quarter within the last two fiscal years, and the subsequent interim period as reported by the NASD OTCBB. Such prices are inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

YEAR ENDED DECEMBER 31, 2005

QUARTER ENDED HIGH LOW March 31, 2005 $ 4.20 $ 0.45 June 30, 2005 $ 2.40 $ 0.40 September 30, 2005 $ 2.00 $ 0.82 December 31, 2005 $ 1.40 $ 0.66

YEAR ENDED DECEMBER 31, 2006

QUARTER ENDED HIGH LOW March 31, 2006 $ 1.27 $ 0.68 June 30, 2006 $ 1.04 $ 0.35 September 30, 2006 $ 1.07 $ 0.38 December 31, 2006 $ 1.37 $ 0.70

YEAR 2007

QUARTER ENDED HIGH LOW March 31, 2007 $ 0.90 $ 0.60

Holders of Common Stock

As of June 8, 2007, in accordance with our transfer agent records, there were approximately 1,455 holders of record of our common stock.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. We have not paid dividends in prior years and have no plans to pay dividends in the near future. We intend to reinvest earnings in the continued development and operation of its business. Any payment of dividends would depend upon our growth, profitability, financial condition and such other factors as the board of directors may deem relevant.

EXECUTIVE COMPENSATIONS

Compensation for Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2006 and December 31, 2005 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO):

Name and Principal Position Year Salary Paid ($) (1) Salary Unpaid ($) (1) Non-Equity Plan Incentive Compensation ($) (2) Option Awards and Warrants ($) (3) Total ($) Edon Moyal (Chief Executive Officer) 2006 2005 72,000 71,539 90,000 36,461 27,750 1,549 0 0 189,750 109,549 Dan Fleyshman (President) 2006 2005 72,000 77,539 90,000 30,461 27,750 1,549 0 0 189,750 109,549 Reuven Rubinson (Former Chief Financial Officer) (4) 2006 2005 32,000 30,337(5) 85,000 25,663 6,938 387 0 0 123,938 56,387

(1) Due to cash flow considerations, the executives deferred payment on a portion of their salaries.

(2) Mr. Moyal and Mr. Fleyshman each earned two percent (2%) of gross revenue and Mr. Rubinson earned one half of one percent (0.5%).

(3) In November 2006, each executive was awarded a 5-year warrant to purchase a total of 15,000 shares of Common Stock at $2.00 and each other employee who had been employed over three months was issued a similar warrant to purchase 10,000 shares. The average closing price for the five days prior to issuance was approximately $0.79. These warrants were deemed to have minimal value. There were no other option awards and no stock awards during the year.

(4) Mr. Rubinson was employed with us from June 2005 to May 2007.

(5) Mr. Rubinson’s salary was paid from June 12, 2005 through December 31, 2005, based on $96,000 per year.

Employment Agreements

On May 9, 2007, the Company and Reuven Rubinson agreed to terminate his employment as Chief Financial Officer with the Company. Under the terms of his termination agreement, Mr. Rubinson will receive $100,000 paid out over a four-month period and will receive a cash payment of $10,000 when the Company achieves $10 million in cumulative sales from inception, and $5,000 for each additional $10 million in sales, up to a maximum of $80,000 paid to him upon attainment of $150 million in cumulative revenues. Mr. Rubinson received 132,000 restricted shares of common stock in payment of $66,000 owed to him by the Company, and the options to purchase a total of 525,000 shares of common stock previously granted to him have fully vested and are exercisable until April 30, 2012.

On May 9, 2007, the Company and John Moynahan entered into an employment agreement under which Mr. Moynahan agreed to serve as the Company’s Senior Vice President and Chief Financial Officer. Mr. Moynahan’s Employment Agreement provides for a three-year term with an annualized salary of $100,000 until the Company raises an additional $4 million of equity capital or attains a revenue level of $1 million in a quarter (either being a “Trigger Event”), whichever comes first, and a salary of $199,500 thereafter, with the difference accruing and payable upon such Trigger Event. The Company granted Mr. Moynahan options to purchase: 250,000 shares of common stock vesting May 9, 2007 with a strike price of $1.00 per share; 250,000 shares of common stock vesting May 1, 2008 at a strike price of $1.00; 500,000 shares of common stock vesting May 1, 2009 at a strike price of $1.50 per share; and 500,000 shares of common stock vesting May 1, 2010 at a strike price of $2.00. All options vest upon a change in control of the Company and the Company has agreed to use its best efforts to register the shares for such options in a timely manner. In the event Mr. Moynahan is terminated without cause he will be entitled to receive his base salary and benefits for a sixth month period from the date of termination, in addition to payment of any accrued discretionary performance bonuses. In addition, the Employment Agreement contains non-competition, non-solicitation and non-disparagement provisions during the term thereof and for specified periods thereafter.

Effective April 25, 2005, the Company entered into employment agreements with Edon Moyal, its Chief Executive Officer, and Dan Fleyshman, its President. Effective October 1, 2006, the Board of Directors voted to increase the monthly salaries of Messrs. Moyal and Fleyshman to $18,000 each. On June 8, 2007, Messrs. Moyal and Fleyshman, upon approval of the Board of Directors, amended their employment agreements to modify all warrants previously issued to them and to eliminate the cashless exercise provision and extend the term of the warrants to April 30, 2012. Each employment agreement, as amended, is for a period of 5 years, and provides that each executive is to receive, as of January 1, 2005, annual cash compensation of $144,000. Pursuant to their employment agreements, as amended on June 22, 2007, Messrs. Moyal and Fleyshman shall receive five year options to purchase common stock based on our annual gross revenues in each year during the term of their respective employment agreements. In each year beginning on January 1, 2007, at the time it is determined the Company surpasses $5 million in gross revenues, options will be issued to Messrs. Moyal and Fleyshman to purchase common stock. The strike price of such options will be at 100% of the closing price on the day of such option grant(s) and the number of shares of such options shall be $120,000 divided by the strike price. For each additional $5 million in gross revenues in each year, warrants will be issued on the same basis except that the number of shares subject to purchase on exercise of such options shall be $100,000 divided by the applicable strike price. At the end of each year, Messrs. Moyal and Fleyshman will receive additional stock options on a pro-rata basis for any sales over $5 million in such year for which they have not previously received stock options. In consideration for amending their employment agreements, Messrs. Moyal and Fleyshman each received 5 year stock options for 100,000 shares with an exercise price of $1.50 per share.

Compensation of Directors

The Company does not provide cash compensation to directors for attendance at board meetings. In fiscal year ended December 31, 2006, the Company compensated its sole non-employee director for his service on the Board of Directors with 7,500 restricted shares of the Company’s Common Stock each quarter. The following table sets forth certain information with respect to the compensation of directors (other than Named Executive Officers) for the Company’s last fiscal year.

Name Fees Earned or Paid in Cash Option Awards ($) All Other Compensation ($)(1) Total ($) Derek Jones 0 0 $ 27,675 $ 27,675

(1) Represents restricted stock grants of 7,500 shares of Common Stock on March 31, 2006 valued at $1.00 per share, 7,500 shares of Common Stock on June 30, 2006 valued at $0.62 per share, 7,500 shares of Common Stock on September 30, 2006 valued at $1.01 per share, and 7,500 shares of Common Stock on December 31, 2006 valued at $1.06 per share.

FINANCIAL STATEMENTS

The SEC allows us to “incorporate by reference” our publicly filed reports into this prospectus, which means that information included in those reports is considered part of this registration statement. Pursuant to Rule 411 of Regulation C under the Securities Act of 1933, as amended, and Item 10(f) of Regulation S-B, we hereby incorporate by reference our consolidated financial statements as of December 31, 2006 included in the annual report on Form 10-KSB filed with the SEC on April 16, 2007 into this Registration Statement on Form SB-2. In connection with the incorporation of such financial statements, we are hereby filing the consent of Baum & Company, PA, our independent registered public accounting firm, as Exhibit 23.1 hereto.

AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act with the SEC with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as apart of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us. You may inspect the registration statement and exhibits and schedules filed with the SEC at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our shareholders unless requested by the individual shareholders.

Who’s Your Daddy Announces Sales of its ‘King of Energy’ Drink to National Chains

SAN DIEGO, Sept. 9, 2005 (PRIMEZONE) — Who’s Your Daddy, Inc. (OTCBB:WYDY) announced that it has received orders from two national supermarket chains for its newly launched “King of Energy.” Drink. This news follows a press release issued last week that announced the company had sold its initial production of the beverage to a San Diego distributor in just five days.

The first order from a national chain was for 6,500 cases of the energy drink, which will be distributed in 300 stores in North and South Carolina. This is just the first of a three-stage distribution plan that includes branching out to 500 stores and eventually an all-store purchase for 3,700 locations across the country.

Who’s Your Daddy, Inc. has also received an order for 6,000 cases of its energy drink, which will be distributed through a second chain of national convenience stores in Michigan. Initially, 320 Detroit-area stores will receive the drink, with an expected expansion to the chain’s 16,000 stores. Who’s Your Daddy CEO Edon Moyal stated: “Who’s Your Daddy will be embarking on a cross-country tour over the next six months to promote Who’s Your Daddy’s ‘King of Energy’ drink. During the tour Who’s Your Daddy, Inc. will be visiting retailers nationwide and introducing them to the new line of Who’s Your Daddy branded products.”

Mr Moyal continued: “As a company, we intend to focus as aggressively as possible on licensing the Who’s Your Daddy name, although the energy drink is an exception to that strategy. The drink ‘King of Energy’ is proprietary and we intend to market it nationally as one of the best energy drinks available, which we believe is.”

“We have a great team, a fantastic product, great marketing and ownership of what is arguably the most repeated catchphrase in popular culture today. Based on initial reaction to the drink, we believe the earnings from ‘King of Energy’ will dwarf anything we have previously forecast. We are currently well ahead of our projected earnings and schedule. We are on the move now and excited for the future of Who’s Your Daddy, Inc.”

About Who’s Your Daddy, Inc.

Who’s Your Daddy, Inc. is a publicly traded licensing company that designs and licenses a variety of products based around the trademarked Who’s Your Daddy brand. Who’s Your Daddy, Inc. owns license rights to the Who’s Your Daddy name on more than 300 products in the United States, Europe, Canada, Australia and Japan. The Who’s Your Daddy product range is designed to appeal to young men, women and sports fans who strive for “style with authority”. Who’s Your Daddy, Inc. trades under the stock ticker WYDY.

This material contains forward-looking statements that are based on management’s current reasonable expectations of business. In this document, the words “may”, “anticipates” and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities Act of 1933, as amended. There are numerous risks and uncertainties that could cause actual results to differ materially from anticipated results. The material should be read in conjunction with the company’s most recent annual and quarterly reports filed with the SEC, which contain discussions of currently known factors that could materially affect the company’s future.

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