Management believes the Company's operating losses have resulted from a combination of insufficient revenues generated to support its sales and marketing efforts, new product development and administrative time and expense of being a small publicly-traded company. The Company is finalizing a new internet-based marketing plan for its energy shot products which it plans to roll-out in the third quarter of this year. We believe this marketing approach will allow us to reach a far greater number of customers than currently possible using traditional distribution networks at significantly reduced costs for marketing, shipping, and product placement than we are currently experiencing. The Company has also decided to limit the sales of its energy drink products to those situations where marketing, shipping and product placement costs are minimal.

Cash required to implement the internet marketing plan will be significant and we have been in discussions with a number of interested investors. The investors are requiring that investment dollars be used to 1) build the website, 2) produce inventory, 3) provide for call and fulfillment centers, 4) develop a merchant account for customer credit card use, 5) develop internet leads, and 6) pay basic business expenses including those necessary to keep the Company's government filings current. In addition, the Company will pursue additional funding to be used to settle existing debt at 10 to 15 cents on the dollar. The Company is currently investigating ways of meeting the requirements of interested investors including licensing our Tradename to a new company which would own the marketing website, creating an attorney trust account to hold investment dollars to be used only for specific purposes, or some other type of arrangement that will allow for invested monies to be spent in accordance with the wishes of the investors.

Management continues to actively seek capital through various sources. Due to the current economic environment and the Company's current financial condition, management cannot be assured there will be adequate capital available when needed and on acceptable terms. The factors described above raise substantial doubt about the Company's ability to continue as a going concern. The financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that might result from the outcome of this uncertainty.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation
The financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year 2008 as reported in the Company's Form 10-K have been omitted. In the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals necessary to present fairly the Company's financial position, results of operation and cash flows. The results of operations for the three-month and six-month periods ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the financial statements and related notes which are part of the Company's Annual Report on Form 10-K for the year ended December 31, 2008.

Debt Issued with Common Stock
Debt issued with common stock is accounted for under the guidelines established by Accounting Principles Board ("APB") Opinion No. 14 "Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants" under the direction of EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios", EITF 00-27 "Application of Issue No 98-5 to Certain Convertible Instruments", and EITF 05-8 Income Tax Consequences of Issuing Convertible Debt with Beneficial Conversion Features. The Company records the relative fair value of common stock related to the issuance of convertible debt as a debt discount or premium. The discount or premium is subsequently amortized over the expected term of the convertible debt to interest expense.

Net Loss per Share
Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted net loss per share reflects the potential dilution to basic EPS that could occur upon conversion or exercise of securities, options or other such items to common shares using the treasury stock method, based upon the weighted average fair value of our common shares during the period. There were no potentially dilutive "in-the-money" securities outstanding for the three and six months ended June 30, 2009 and 2008.

Recent Accounting Pronouncements
In March 2008, the FASB, affirmed the consensus of FASB Staff Position (FSP) APB No. 14-1 (APB 14-1), "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)," which applies to all convertible debt instruments that have a net settlement feature; which means that such convertible debt instruments, by their terms, may be settled either wholly or partially in cash upon conversion. FSP APB 14-1 requires issuers of convertible debt instruments that may be settled wholly or partially in cash upon conversion to separately account for the liability and equity components in a manner reflective of the issuer's nonconvertible debt borrowing rate. Previous guidance provided for accounting for this type of convertible debt instrument entirely as debt. FSP APB 14-1 was effective on January 1, 2009. The adoption of APB 14-1 had no material impact on our financial statements.

In June 2008, the FASB issued EITF Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity's Own Stock. EITF No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not
permitted. Paragraph 11(a) of SFAS No. 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company's own stock and (b) classified in stockholders' equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer's own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. The adoption of EITF 07-5 had no material impact on our financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 , which is effective for interim and annual periods ending after June 15, 2009, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosure that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of SFAS No. 165 did not have a material impact on its financial position, results of operations or liquidity.

3. Accrued Expenses

Accrued expenses consisted of the following at:
                                                 June 30,        December 31,
                                                   2009              2008
        Compensation, tax and benefits          $ 1,033,963     $      803,281
        Customer deposits                               227            115,576
        Estimated future office lease expense        93,118                  -
        Professional fees                            13,500             72,914
        Interest                                    125,746            115,746
        Other                                        57,647            177,646
                                                $ 1,324,201     $    1,285,163

4. Convertible Promissory Notes

In the May 2009, the Company issued a $20,000 face value, 10% convertible promissory note ("2009 Promissory Note") together with 40,000 shares of its common stock. The note together with accrued interest is due 12 months from the date of issuance. The outstanding principal and interest are convertible into shares of unregistered common stock at a conversion price equal to 80% of the volume weighted average price for the last 30 trading days preceding conversion but in no event shall the conversion price be less than $0.25 per share or greater than $1.00 per share. The market price of the common stock on the date of issuance of the Promissory Notes was less than the conversion price. The Company allocated the proceeds between the Promissory Note and the common stock issued to the holders based on their relative fair values which resulted in a debt discount on the date of issuance of $1,818.

In 2008, the Company issued $380,000 face value, 10% convertible promissory notes ("2008 Promissory Notes"). In connection therewith, the Company recorded a discount on the date of issuance of $211,758 for certain costs associated with the debt.

The Company is amortizing the discount of the 2009 Promissory Note and 2008 Promissory Notes over their contractual terms. During the three and six months ended June 30, 2009 the Company recognized $35,572 and $70,572, respectively, in interest charges for the accretion of the unamortized discounts. The aggregate unamortized discount at June 30, 2009 was $79,100.

5. Related Parties

As described in Note 1, the Company has limited capital resources and liquidity. As a result, an officer of the Company and one of its major shareholders each has advanced funds to the Company in order for it to meet its cash payment obligations. At June 30, 2009 the Company owes a total of $274,391 to these two individuals for these advances, which is included in the accompanying balance sheet under advances to officers and stockholders.

6. Loss on Relocation of Office

In May 2009 the Company moved its office from Carlsbad, California to a smaller, less expensive office in Mission Viejo, California. Because our Carlsbad lease runs through March 2012 and is still in force, we calculated our future minimum rent expenditures, adjusted for an estimate of the landlord's future cash receipts from sublease, and accordingly have recorded a loss relating to this lease of $128,118 in the three-month period ended June 30, 2009. Additionally in the same period, we recorded a loss on disposal of property and equipment related to the move of $27,896, bringing the total loss resulting from the relocation of our office to $156,014.

7. Litigation

On April 1, 2005, the Company received a complaint filed by Who's Ya Daddy, Inc., a Florida corporation ("Daddy"), alleging that the Company was infringing on Daddy's trademark, Who's Ya Daddy®, with respect to clothing. On April 7, 2006, the Company entered into a settlement agreement with Daddy pursuant to which the Company was granted an exclusive license to use its marks on clothing in exchange for a royalty payment of 6% of gross sales for clothing products in the United States, excluding footwear. As part of the settlement, the Company also agreed to remit to Daddy 12% of the licensing revenues received from third parties who the Company granted sublicense to for use of the marks on clothing. The Company has not made any of the required payments under the settlement agreement. On March 26, 2008, the Company, Dan Fleyshman and Edon Moyal each received a Notice of Levy from the United States District Court for the Southern District of California in the amount of $143,561 allegedly pursuant to the terms of the settlement agreement with Daddy. The Company settled the debt on March 4, 2009 for $125,000 of which $25,000 was paid through an advance by an officer. The first payment of $10,000 dollars was due April 30, 2009, with $10,000 due every 60 days until the remaining $100,000 balance is paid. The Company has not made any additional payments and is in default of the most recent settlement agreement. As such, Daddy may elect to declare the recent settlement agreement null and void and resume its pursuit of the amount due under the original settlement agreement, but the Company has not yet been notified that Daddy has chosen to do so.

On or about May 16, 2008, Fish & Richardson, P.C. ("Fish") filed an action against the Company in the Superior Court of California, County of San Diego, asserting claims for breach of a settlement agreement purportedly entered into in connection with fees allegedly owed by us to Fish for Fish's provision of legal services on our behalf in the approximate amount of $255,000. We asserted that the settlement agreement is void and that Fish failed to act as reasonably careful attorneys in connection with their representation of us. Fish's motion for summary judgment, which was heard on April 17, 2009, was granted.

8. Common Stock

Issuances of Common Stock during the Six Months Ended June 30, 2009 On January 26, 2009 the Company entered into a Marketing & Representation Agreement with Leigh Steinberg Sports & Entertainment LLC ("LSSE") under which LSSE will provide various marketing services. See Note 9. As partial consideration the Company agreed to issue up to 1,000,000 shares of its Common Stock to LSSE, which will vest ratably over a 12-month period as services are rendered. The Company is currently waiting for instructions from LSSE as to how to issue the vested shares. During the three and six months ended June 30, 2009, the Company has recorded stock-based marketing expense of $10,763 and $24,053, respectively, based on the average market price for the applicable periods, in connection with the vesting of these shares as required under EITF 96-18.

On February 6, 2009 the Company issued 1,000,000 shares of its Common Stock to a major distributor of its products. The shares were issued as payment for marketing and promotion costs for the Company's energy shot product to certain gaming properties, costs which the Company was unable to pay because of its limited resources. The shares were fully earned on the date of issuance without any recourse for marketing bench marks. During the six months ended March 31, 2009 the Company recorded stock-based marketing expense of $80,000, based on the market price on the date of issuance, in connection with the issuance of these shares.

On March 26, 2009 the Company issued 50,000 shares of its Common Stock to an Investor Relations firm for services performed. During the six months ended March 31, 2009 the Company recorded stock-based compensation for investor relations totaling $2,500, based on the market price on the date of issuance.

9. Marketing & Representation Agreement

On January 26, 2009 the Company entered into a Marketing & Representation Agreement with LSSE whereby LSSE will provide marketing, public relations and merchandising services to the Company. The Company intends to tap LSSE's vast network of client companies and athletes for marketing, promotion, sponsorship and other exposure-increasing opportunities that it hopes will greatly broaden the reach and visibility of its products and significantly increase sales.

Under the Agreement, which has a term of 12 months, the Company has agreed to pay LSSE a monthly fee of $7,500 beginning April 1, 2009 in addition to a $7,500 fee paid on execution of the Agreement. In addition, the Company has agreed to issue to LSSE up to 1,000,000 shares of its Common Stock - see Note 8.

10. Subsequent Events

Marketing & Representation Agreement
On July 28, 2009 the Company entered into a Marketing & Representation Agreement with Sam Maywood M.D., who has extensive experience in understanding the use and benefits of herbal products and their associated marketing, whereby Dr. Maywood will provide services in the areas of product development, strategic marketing, product support and strategic introductions. Under the Agreement, which has a term of 12 months, Dr. Maywood will receive 1,400,000 shares of our common stock, vested as of the date of the Agreement. In addition, on July 29, 2009 the Company issued a $50,000 face value, 12% convertible promissory note to Dr. Maywood, together with 100,000 shares of its common stock, based on an investment he made. The promissory note has the same terms and conditions as the 2009 Promissory Note discussed in Note 4.

Master Distributor Negotiations
On July 3, 2009 the Company negotiated an arrangement with Mr. Ramon Desage, Principal and major shareholder of Beryt Promotion, LLC, our distributor headquartered in Las Vegas, whereby Beryt would become the worldwide distributor for our products, would arrange for the financing of product production, would provide a merchant account for customer credit card use, and would assist with introductions to potential investors. The Company already has a Master Distributor Agreement with Beryt dated November 21, 2008 under which Berty is acting as our distributor with a territory consisting of "any and all properties, events or venues, anywhere in the world, where gambling/gaming is conducted." The existing Agreement is for a period of one year, and is subject to automatic one-year renewals unless terminated by either party at least 30 days prior to expiration.

Prior to formalizing the negotiated arrangement, Beryt asked the Company to issue 500,000 of its common shares to several of Beryt's employees, with the understanding that the shares would be returned for cancellation if the agreement could not be completed. The Company issued the shares July 8, 2009.

Unfortunately, the Company and Beryt were not able to formalize an agreement and Beryt has agreed to return the 500,000 shares.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Disclaimer Regarding Forward-Looking Statements

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

DESCRIPTION OF BUSINESS

The business strategy behind our King of Energy™ energy shot and drink products focuses on maintaining the edge, energy and humor behind our brand, while continuing to build brand awareness and recognition. Our target market includes young adults who seek alternatives to bad tasting energy shots and drinks, coffee, and other stimulants. As part of our strategy, we have developed products and events that appeal to this group, and we continue to assess opportunities to expand our product lines and distribution worldwide. Our King of Energy™ energy products are designed to be positioned within mass-market retail outlets, offering high-quality, cutting-edge products with eye-catching packaging. In addition, we will be implementing in the near future a strategy to offer our energy shot products over the internet.

Current Energy Shot Product
One of our most exciting products is the "Who's Your Daddy® Sport Energy Shot", which is a concentrated two ounce energy drink, designed to provide a zero calorie, sugar free, rapid and lasting energy boost which enhances muscle strength and endurance. One of the important ingredients in the energy shot is L-Arginine. Arginine is an amino acid and is essential for optimum growth and in the regulation of protein metabolism. It is well established that Arginine facilitates the release of growth hormone (HGH), stimulates the pancreas for insulin production, and is a component in the hormone vasopressin produced by the pituitary gland. HGH-release by means of Arginine may offer benefits in the treatment of injuries, as well as strengthening the immune system, building lean muscle, and burning fat. Arginine is also required by the body to carry out the synthesis of nitric oxide, a compound that, working through cGMP, relaxes blood vessels and allows more blood to flow through arteries. It has been hypothesized that taking extra Arginine will increase nitric oxide levels and increase blood flow. The energy shot was made available to the retail and wholesale market in mid-November 2008.

New Energy Shot Product
The new energy shot "Who's Your Daddy® Lean Energy with Resveratrol" will contain some of the most exiting supplements of this generation. These ingredients have been selected to enhance muscle strength and endurance, and promote cardiovascular health. As in our current "Who's Your Daddy® Sports Energy Shot", the Weight-Loss Shot will feature L-Arginine. Next the shot will also contain Resveratrol. A substance found in grapes, Resveratrol may cause the body to act as if it is already on a diet, and change the distribution of fat tissue in the body. In fact, Resveratrol has the scientific world fascinated by its potential to alter age related decline. Last, the Weight-loss shot will feature Green Tea catechin (ECGC), 5 HTP, and Pyruvate. These ingredients have good safety profiles and have solid support as weight-loss aides. Unlike other energy shots that promise only a caffeine rush, the Weight-loss Energy Shot goes above and beyond to carefully add natural energy boosters including Ginseng & Guarana, as well as Vitamins B3, B4, B6, and B12. In summation, this exciting Weight-loss Shot will truly position Who's Your Daddy as the King of Energy. Note that this new energy shot was specifically designed to allow us to seek the approval of the National Football League and Major League Baseball for use by their athletes upon receiving adequate funding.

Current Energy Drink Product
Our King of Energy™ energy drink comes 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, as well as Regular and Sugar-Free versions of our Green Tea flavor. We introduced our Regular Green Tea beverage in July 2006, and ours was 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 have targeted women and the more mature generation who are interested in the anti-oxidants, cleansing, and weight loss features of Green Tea. This expands the scope of retailers who can carry our products, since many Green Tea retailers do not carry energy drinks.

After testing and experimenting with flavors and taking approximately 50 different formulas through "blind" taste tests, we selected the Cranberry-Pineapple flavor for our flagship product. By far, this formulation was found to enjoy the broadest consumer appeal with the target demographic group due to its appealing taste, the lack of typical "after-taste," and by providing a solid "hook" for the consumer and retailer. In 2007, we distributed four flavors of our King of Energy™ energy drinks - Cranberry-Pineapple in Regular and Sugar-Free and Green Tea in Regular and Sugar-Free. Unlike many of the other energy drinks on the market, our King of Energy™ energy drinks taste good and are similar to drinking a soda or fruit punch. Formulated with taurine and caffeine, our energy drinks are designed to energize and improve mental performance while increasing concentration, alertness and physical endurance.

BUSINESS PLAN

On January 26, 2009, we entered into a Marketing & Representation Agreement with Leigh Steinberg Sports & Entertainment LLC, a Nevada limited liability company ("LSSE"). LSSE has extensive experience in the areas of representation, marketing, branding, licensing and furthering business transactions and relationships. The agreement with LSSE includes marketing, public relations, and merchandising services, including introductions, negotiations, and support for our products. For over 35 years, Leigh Steinberg has pioneered the sports management industry, setting the standard for excellence in athlete representation. He has represented the first pick of the first round of the NFL draft a record-breaking eight times and 60 overall first round NFL picks. Leigh's unrivaled history of negotiating record-setting contracts and tireless dedication to charitable activities are the cornerstones of his business. Among many others, Leigh has represented Hall of Famers, Steve Young, Troy Aikman and Thurman Thomas, heavyweight champion Lennox Lewis and Major League Baseball stars such as Will Clark, Shawn Green and Orlando "El Duque" . . .