Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
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January
19, 2010
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WHO’S
YOUR DADDY, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other
jurisdiction
of incorporation)
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0-33519
(Commission
File
Number)
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98-0360989
(I.R.S.
Employer
Identification
No.)
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26381
Crown Valley Parkway, Suite 230
Mission
Viejo, CA 92691
(Address
of principal executive offices) (zip code)
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(949)
582-5933
(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01
Other Events
Debt
Compromise
Who’s Your Daddy, Inc. (the “Company”)
has finalized settlement agreements with three former officers and one former
vendor for the compromise of $1,069,672 in recorded indebtedness owed them by
the Company, all as described below.
1.
The Company entered into letter agreements (the “Letter
Agreements”) dated January 13, 2010 with two former officers and directors, Dan
Fleyshman (“Fleyshman”) and Edon Moyal (“Moyal”), whereby Fleyshman and Moyal
agreed that the Company would not be required to repay indebtedness owed them
totaling $630,691 in accrued salaries and unpaid loans, advances and services
provided. Additionally, the Letter Agreements require Fleyshman and
Moyal to assign a total of 2,044,428 shares of the Company’s common stock (the
“Assigned Shares”) held in their name for the purpose of liquidation and
repayment of certain other specified debt (the “Specified Debt”). In
the Letter Agreements, the Company gave no assurance that it would be able to
liquidate the Assigned Shares or, if liquidated, the proceeds, net of costs of
settlement of the Specified Debt (including legal fees) and liquidation of the
Assigned Shares, would be sufficient to repay the Specified
Debt. Therefore the Letter Agreements do not provide a release by the
Company to Fleyshman and Moyal of any liability they may have for the Specified
Debt. On January 20, 2010, Fleyshman and Moyal completed their
obligations under the Letter Agreements by providing the Assigned Shares to the
Company. In connection with the Letter Agreements, the Company
expects to record a gain on extinguishment of debt of $630,691 during the
three-month period ending March 31, 2010. In addition, the Company
may record an additional gain on extinguishment of debt in future periods if it
can successfully liquidate some or all of the Assigned Shares and repay some or
all of the Specified Debt.
2.
The Company entered into a Settlement Agreement and General
Release (the “Officer Settlement Agreement”) dated January 15, 2010 with a
former officer (the “Officer”) whereby the Officer agreed to accept 75,000
shares of the Company’s common stock (the “Shares”) as full repayment of
indebtedness owed by the Company totaling $183,981 in accrued salaries and
unpaid loans and advances. The Officer Settlement Agreement provides
that the Company will endeavor to obtain an opinion from counsel confirming that
the Shares need not contain a restrictive legend under Rule 144. The
Officer signed the Officer Settlement Agreement on January 19,
2010. In connection with the Officer Settlement Agreement, the
Company expects to record a gain on extinguishment of debt of $170,481 during
the three-month period ending March 31, 2010.
3.
On or about May 15, 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 dated September 27, 2006 (the “2006 Settlement Agreement”) purportedly
entered into in connection with fees allegedly owed by the Company to Fish for
Fish’s providing of legal services on the Company’s behalf in the approximate
amount of $255,000. The 2006 Settlement Agreement also granted Fish a
security interest in all of the trademarks owned by the Company (consisting of
Who’s Your Daddy® and The King of Energy®) and all associated
goodwill. On April 17, 2009, Fish’s motion for summary judgment was
heard and the motion was granted. On May 21, 2009, a judgment was
entered against the Company for $273,835 plus interest of $74,817 through the
date of the judgment. On September 10, 2009, Fish filed an action in
United States District Court Southern District of California to foreclose on
their security interest in the Company’s trademarks, which action was served on
the Company’s registered agent on approximately October 19, 2009.
During
the three months ended September 30, 2009, the Company completed an evaluation
of its Who’s Your Daddy® and The King of Energy® trademarks and determined they
were not descriptive of its new product, were too offensive for a large segment
of the market the Company will be trying to attract, and would not be effective
names for its current marketing direction. As such, the Company
recorded an impairment charge during the three-month period ended September 30,
2009 of $143,711, effectively reducing the value of the trademarks to
zero.
Effective
January 19, 2010, the Company entered into a Settlement Agreement and Release of
All Claims (the “Fish Settlement Agreement”) with Fish wherein the Company has
agreed to transfer all right, title and interest in its trademarks to Fish and
Fish has agreed to acknowledge a full satisfaction of its judgment and to
dismiss the Federal Action with prejudice. The Fish Settlement
Agreement was executed on January 21, 2010. In connection with the
Fish Settlement Agreement, the Company expects to record a gain on
extinguishment of debt of $255,000 during the three-month period ending March
31, 2010.
1
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
10.2
10.3
10.4
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Letter
Agreement with Dan Fleyshman dated January 13, 2010
Letter
Agreement with Edon Moyal dated January 13, 2010
Settlement
Agreement and General Release between Who’s Your Daddy, Inc. and Joseph
Conte dated January 15, 2010
Settlement
Agreement and Release of All Claims between Who’s Your Daddy, Inc. and
Fish & Richardson P.C. dated January 19,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Who’s
Your Daddy, Inc.
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a
Nevada corporation
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Dated: January
22, 2010
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/s/ Michael
R. Dunn
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By:
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Michael
R. Dunn
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Its:
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Chief
Executive Officer
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