S-1

As filed with the Securities and Exchange Commission on June 3, 2008
Registration No. ________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

YOO INC.
(Exact name of Registrant as specified in its charter)

Delaware	2086	36-4620445
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code)	Identification No.)

Zvi Pessahc Frank
45 Or Hachaim St.
Bnei Brak, Israel, 51527
Tel: + (972)-3-977-0201
Fax: + (972) 577-961-456
(Address and telephone number of Registrant’s principal executive offices)
(Address of principal place of business or intended principal place of business)

National Corporate Research Ltd.
615 South Dupont Highway
Dover, Delaware 19901
Phone: (800) 483-1140
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all Correspondence to:

SRK Law Offices
Rabin Science Park
Rehovot, Israel
Telephone No.: (718) 360-5351
Facsimile No.: (011) (972) 8-936-6000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

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

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]      Accelerated Filer [ ]

Non-accelerated filer [ ]      Smaller reporting company [X]

Calculation of Registration Fee

			Proposed	Amount of
Title of Class	Amount to be	Proposed	Maximum	Registration
of Securities to	Registered(¹)	Maximum	Aggregate	Fee
be Registered		Aggregate	Offering
		Price Per Share	Price(²)
Common	2,000,000	$0.025	$50,000	$4.60
Stock, $0.0001
per share
Total	2,000,000	$0.025	$50,000	$4.60

(¹)	In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(²)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS
Subject to Completion Dated June 3, 2008

YOO Inc.

2,000,000 Shares of Common Stock, par value $0.0001

This prospectus relates to the resale of 2,000,000 shares of common stock, par value $0.0001, of Yoo Inc., which are issued and outstanding and held by persons who are stockholders of Yoo Inc.

The selling security holders will be offering their shares of common stock at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices. There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”), for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is ____, 2008

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

Table of Contents

	Page
Prospectus Summary	1
Risk Factors	4
Risk Relating to Our Lack of Operating History	4
Risk Relating to Our Business	5
Risk Relating to Our Strategy and Industry	6
Risks Relating to this Offering	8
Risks Relating to Operating in Israel	10
Cautionary Statement Regarding Forward Looking Statements	11
The Offering	11
Use of Proceeds	11
Determination of Offering Price	12
Dividend Policy	12
Market for our Common Stock	12
Selling Security Holders	13
Management’s Discussion and Analysis of Financial Condition and Results of	15
Operation
Description of Business	17
Description of Property	25
Management	26
Executive Compensation	27
Certain Relationships and Related Transactions	28
Principal Shareholders	29
Plan of Distribution	30
Description of Securities	31
Shares Eligible for Future Sales	33
Legal Matters	33
Experts	34
Where You Can Find More Information	34
Disclosure of SEC Position on Indemnification for Securities Act Liabilities	34
Financial Statements	F-1
Information not Required in Prospectus	I-1

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the risks described under “Risk Factors” beginning on page 4. All references to “we,” “us,” “our,” “Yoo Inc.,” “Yoo,” “Company” or similar terms used in this prospectus refer to Yoo Inc.

Corporate Background

We were incorporated on October 31, 2007. We have not generated any revenues to date and we are a development stage company. We are focused on offering to distributors of soft drinks in Israel a natural energy drink derived from coconut water to be branded as Yoo Juice. Our goal is to penetrate the Israeli energy drink market. We plan to direct our sales and distribution efforts to distributors and retailers in Israel that target consumers of soft drinks and energy drinks. It is our goal to be a leading supplier in Israel of energy drinks derived from coconut water and to turn Yoo Juice into one of Israel’s leading natural energy drinks.

Our offices are currently located at 45 Or Hachaim St. Bnei-Brak, 51527, Israel. Our telephone number is 972-3-977-0201. We have secured a domain name but do not currently have an operating web site. Our fiscal year end is December 31.

Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern. In addition, our financial status creates substantial doubt whether we will continue as a going concern.

The Offering
Securities being offered by the	2,0000,000 shares of common stock
selling stockholders:
Offering price:	$0.025 per share until a market develops and thereafter at
	market prices or prices negotiated in private transactions
Number of shares outstanding prior
to the offering:	6,000,000 shares of common stock
Number of shares outstanding after
the offering:	6,000,000 shares of common stock
Market for the common stock:	There has been no market for our securities. Our common
	stock is not traded on any exchange or on the over-the-
	counter market. After the effective date of the registration
	statement relating to this prospectus, we hope to have a
	market maker file an application with the FINRA for our
	common stock to eligible for trading on the Over The
	Counter Bulletin Board. We do not yet have a market
	maker who has agreed to file such application.

1

	There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.
Use of proceeds:	We will not receive any proceeds from the sale of shares by the selling stockholders.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

2

Summary Financial Data

The following summary financial information for the period from October 31, 2007 (date of inception) through April 30, 2008, includes statement of operations and balance sheet data from our audited financial statements. The information contained in this table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the financial statements and accompanying notes included in this prospectus.

				As of
				April 30,
				2008
				(Audited)
Balance Sheet Items-
Cash in bank				$	49,892
Total current assets				$	49,892
Total assets				$	49,892
Accrued liabilities				$	30,500
Total current liabilities				$	30,500
Stockholders’ equity				$	19,392
	Period
	Ended			Cumulative
	April 30,			from
	2008			Inception
	(Audited)			(Audited)
Statements of Operations items-
Revenues	$	-		$	-
General and administrative expenses	$	30,608		$	30,608
Other income (expense)	$	-		$	-
Net (loss)	$	(30,608	)		(30,608	)
(Loss) per common share - Basic and Diluted	$	(0.01	)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		5,486,612

3

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our Company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risks Relating to Our Lack of Operating History

1. We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue as a going concern.

The Company has incurred net losses of $30,608 for the period from October 31, 2007, (date of inception) through April 30, 2008. We anticipate generating losses for the next 12 months. We do not anticipate generating revenues prior to February 2009. Therefore, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company.

In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. As a result, we may not be able to obtain additional necessary funding. There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations are unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business.

2.  We are a development stage company and may never be able to execute our business plan.

We were incorporated on October 31, 2007. We currently have no products, no distributors, nor any revenues. Although we have begun initial planning for the distribution of Yoo Juice in Israel, we may not be able to execute our business plan, including importing and distributing Yoo Juice in Israel, unless and until we are successful in raising funds. We anticipate that we will require a minimum of approximately $50,000 to commence operations, and to remain operational during the next twelve months. Due to our present financial situation, however, such financing may not be forthcoming. Even if financing is available, it may not be available on terms we find favorable. As a result, we may not be able to obtain the necessary funding. Failure to secure the needed financing will have a very serious effect on our Company’s ability to survive. At this time, there are no anticipated additional sources of funds in place.

3. Our business plan may be unsuccessful.

The success of our business plan is dependent on our developing a market in Israel for coconut water as a natural energy drink. Our ability to develop an interest in coconut water is unproven, and the lack of operating history makes it difficult to validate our business plan. Should residents of Israel not be as responsive as we anticipate to natural energy drinks derived from coconut water, we will not have in place alternate products that we can offer to ensure our continuing as a going concern.

4

4.  We have no operating history and have maintained losses since inception, which we expect to continue in the future.

We incurred a net loss of $30,608 for the period from October 31, 2007 (date of inception) through April 30, 2008. We also expect to continue to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the initial distribution and the marketing and sale of Yoo Juice. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Risks Relating to Our Business

5.  Our executive officers and Directors have significant voting power and may take actions that may be different than actions sought by our other stockholders.

Our officers and Directors own approximately 63.33% of the outstanding shares of our common stock. These stockholders will be able to exercise significant influence over all matters requiring stockholder approval. This influence over our affairs might be adverse to the interest of our other stockholders. In addition, this concentration of ownership could delay or prevent a change in control and might have an adverse effect on the market price of our common stock.

6.  Since our officers and Directors may work or consult for other companies, their other activities could slow down our operations.

Our officers and Directors are not required to work exclusively for us and do not devote all of their time to our operations. Presently, our officers and Directors allocate only a portion of their time to the operation of our business. Since our officers and Directors are currently employed full-time elsewhere, they are able to commit to us only up to 2- 3 hours a week. Therefore, it is possible that their pursuit of other activities may slow our operations and reduce our financial results because of the slow-down in operations.

7. Our officers and Directors are located in Israel.

Since all of our officers and Directors are located in Israel, any attempts to enforce liabilities upon such individuals under the U.S. securities and bankruptcy laws may be difficult.

5

Risks Relating to Our Strategy and Industry

8.  Our product has a limited shelf life and limited sales could dramatically increase operating costs.

Our business is to distribute a natural energy drink made from coconut water. Shelf life for coconut water is typically 9-12 months depending on the packaging. Should our product not sell in that time period, the product will not be usable. Inventory shrinkage can dramatically increase operating costs.

If we are unable, due to resource constraints or other reasons, to limit the amount of our product that is not sold during its shelf life, our operating results would decline and our business would not grow.

9.  We are a small company with limited resources compared to some of our current and potential competitors in the energy drink market in Israel and we may not be able to compete effectively and increase market share. Also, intense competition in the energy drink and bottled water market could prevent us from increasing or sustaining our revenue and prevent us from achieving profitability.

Most of our current and potential competitors in the energy drink and bottled water market in Israel have longer operating histories, significantly greater resources and name recognition, and a larger base of distributors and retailers. As a result, these competitors have greater credibility with our potential distributors and retailers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their products. It will be difficult to launch a new, lesser known brand name such as Yoo Juice and to compete for shelf space at supermarkets and smaller grocery stores.

10. We need to retain key personnel to support our services and ongoing operations.

The marketing of our natural energy drink will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers and distributors who have critical industry experience and relationships that we rely on to implement our business plan. The loss of the services of any of our officers or the lack of availability of other skilled personnel would negatively impact our ability to build relationships with potential manufacturers of coconut water and with distributors of our product, which could adversely affect our financial results and impair our growth.

11. We depend on the availability of coconut water in order to produce our product.

The market for coconut water is projected to increase steadily as product awareness becomes more evident globally. As the global market for coconut water increases and demand increases, because coconuts are grown naturally and not in hydro-growing environments, there is a risk of supply not meeting demand requirements. If we are unable to purchase coconut water in quantities sufficient to meet our requirements at reasonable prices, our business will suffer.

6

12. If we are unable to attract and retain Israeli distributors and retailers interested in selling our energy drink, we will not be successful.

We will rely significantly on our ability to attract and retain Israeli distributors and retailers to sell our energy drink product. We will need to continually evaluate and build our network of distributors to keep pace with the needs of both retailers and potential consumers of coconut water to remain competitive in our business. We may be unable to identify or obtain the participation of a sufficient number of distributors and retailers that are interested in selling our coconut water product, which may decrease the potential for the growth of our business.

13. Our success depends on independent contractors to supply the coconut water and to bottle and label our product.

We intend to rely on third party independent contractors for the supply of coconut water and for the bottling and labeling of our product. These third party contractors may not dedicate sufficient resources or give sufficient priority to developing our required resources. There is no history upon which to base any assumption as to the likelihood that we will prove successful in selecting such third party independent contractors. If we are unsuccessful in addressing these risks, our business will most likely fail.

14. Future regulation of natural energy drinks could restrict our business, prevent us from offering our product, and/or increase our cost of doing business.

The laws, regulations, or rulings that specifically address the sale of natural energy drinks in Israel are subject to change. We are unable to predict the impact, if any, that future legislation, judicial precedents, or regulations relating to energy drinks may have on our business, financial condition, and results of operations. The increasing growth of the energy drink and bottled water market heighten the risk that the Israeli government will seek to regulate such market, which could have a material adverse effect on our business, financial condition, and operating results.

15. We may lose customers if the costs related to the supply and sale of coconut water increases.

As coconut water becomes more sought after, our costs may increase. As of now, a major advantage of coconut water over its energy drink competition is price. If the price goes up, that selling point deteriorates. In addition, we face the risk that our logistical costs may increase. Because the price of oil is volatile and has been on the increase, the costs associated with shipping our product to Israel may increase. In both scenarios, cost increases may be unavoidable since the raw material for coconut water, i.e., green coconuts, are not produced locally in Israel.

16. We may lose customers if the costs related to supplying coconut water increases as a result of tariffs being imposed on coconut water.

As product awareness grows and as the market grows there is always a risk of government intervention in the form of tariffs/taxes. Should the governments of countries where we or our contractors operate increase the taxes to produce or import coconut water, or add tariffs or customs charges, the final cost to deliver our product will increase. This would have a material adverse effect on our business, financial condition, and operating results.

7

17. Our competition includes existing distributors of energy drinks that have established themselves in the Israeli market and have well-developed distribution operations.

Our competition in Israel includes existing distributors of other energy drinks. These distributors already have market share and it may be difficult for us to take market share away from them. In addition, new energy drinks are being created frequently, with a number of different marketing schemes to make them appealing to the everyday consumer looking for a quick energy fix. Also, as product awareness increases, global food and distribution companies looking to import and sell coconut water in Israel could enter this market and directly compete with us. It is extremely difficult to compete with global distribution companies, such as Coca Cola for example, because they have well-developed distribution operations, existing logistical supply chains, and large marketing budgets. If we are not successful in competing with the distributors of competing products, our business will fail.

18. We may incur losses as a result of claims that may be brought against us due to defective products or as a result of product recalls.

We may be liable if the consumption of our product causes injury, illness, or death. We also may be required to withdraw or recall some of our products if they become contaminated or are damaged or mislabeled. A significant product liability judgment against us or a widespread product withdrawal or recall could have a material adverse effect on our business and financial condition.

19. We may be unable to protect our brand name.

Brand recognition is critical in attracting consumers to our product. If we are unable to trademark our brand name or to adequately protect our trade name against infringement or misappropriation, our competitive position in the energy drink market may be undermined, which could lead to a significant decrease in the volume of coconut water that we sell. Such a result would materially and adversely affect our results of operations.

20. Coconut prices may be subject to U.S. dollar/local currency exchange rate risk which could increase our costs of operations.

Numerous raw materials, including coconuts, are used in producing and packaging our coconut water product. We may be purchasing raw materials from both domestic and international suppliers. See “Description of Business.” Because we will be required to purchase raw materials in the international markets, while our product will be sold to consumers in Israel in New Israeli Shekels, we may be subject to local currency risk in our operations. If the U.S. Dollar continues to depreciate significantly against local currencies where we do business, our costs could rise significantly, which could have an adverse effect on our financial condition and results of operation. Alternatively, we cannot assure you that the U.S. Dollar or local currencies in the countries where we might purchase our raw materials (Brazil, Indonesia, or Thailand) will not lose value against the New Israeli Shekel in the future.

Risks Relating to this Offering

21. NASD sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described below, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for

8

believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

22. There is no public market for the securities and even if a market is created, the market price of our common stock will be subject to volatility.

Prior to this offering, there has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop after this offering, or, if developed, be sustained. We anticipate that, upon completion of this offering, our common stock will be eligible for quotation on the OTC Bulletin Board. If for any reason, however, our securities are not eligible for initial or continued quotation on the OTC Bulletin Board or a public trading market does not develop, purchasers of the common stock may have difficulty selling their securities should they desire to do so and purchasers of our common stock may lose their entire investment if they are unable to sell our securities.

23. The price of our shares in this offering was arbitrarily determined by us and may not reflect he actual market price for the securities.

The initial public offering price of the common stock was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any, for the common stock in the trading market after this offering. The market price of the securities offered herein, if any, may decline below the initial public offering price. The stock market has experienced extreme price and volume fluctuations. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management’s attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

24. State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold in this offering, you may not be able to resell the shares in any state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse

9

to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

25. Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

If a trading market does develop for our stock, it is likely we will be subject to the regulations applicable to “Penny Stock,” the regulations of the SEC promulgated under the Exchange Act that require additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The SEC regulations define penny stocks to be any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Unless an exception is available, those regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a standardized risk disclosure schedule prepared by the SEC, to 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, monthly account statements showing the market value of each penny stock held in the purchaser’s account, to 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 disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that becomes subject to the penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage market investor interest in and limit the marketability of our common stock.

Risks Relating to Operating in Israel

26. We conduct our operations in Israel and therefore our results may be adversely affected by political, economic and military instability in Israel.

Our operations and our officers and Directors are located in Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affect our operations and could make it more difficult for us to raise capital. Since September 2000, terrorist violence in Israel has increased significantly and negotiations between Israel and Palestinian representatives have not achieved a peaceful resolution of the conflict. The establishment in 2006 of a government in the Palestinian Authority by representatives of the Hamas militant group has created additional unrest and uncertainty in the region.

Further, Israel was engaged in an armed conflict with Hezbollah in the summer of 2006, a Lebanese Islamist Shiite militia group, which involved thousands of missile strikes and disrupted most day-to-day civilian activity in northern Israel. Any armed conflicts, terrorist activities or political instability in the region would likely negatively affect business conditions and could significantly harm our results of operations.

10

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors beginning on page 9, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section beginning on page 19 and in the Business section beginning on page 21, and as well as those discussed elsewhere in this prospectus.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with accounting principles generally accepted in the United States.

THE OFFERING

This prospectus relates to the resale by certain selling security holders of the Company of up to 2,000,000 shares of our common stock. Such shares were offered and sold by us at a purchase price of $0.025 per share to the selling security holders in a fully subscribed private placement conducted from December 2007 through February 2008, pursuant to the exemptions from registration under the Securities Act provided by Regulation S of the Securities Act. As of April 30, 2008, the Company had fully subscribed the private placement and raised $50,000 in gross proceeds.

The selling security holders will be offering the shares of common stock being covered by this prospectus at a price of $0.025 per share until a market develops and thereafter at prevailing market prices or privately negotiated prices.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common shares being offered for sale by the selling security holders.

11

DETERMINATION OF THE OFFERING PRICE

There has been no public market for our common shares. The price of the shares we are offering was arbitrarily determined at $0.025 per share. We believe that this price reflects the appropriate price that a potential investor would be willing to invest in our company at this initial stage of our development.

The price was arbitrarily determined and bears no relationship whatsoever to our business plan, the price paid for our shares by our founders, our assets, earnings, book value or any other criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.

DIVIDEND POLICY

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

MARKET FOR OUR COMMON STOCK

Market Information

There is no public market for our common stock.

We have issued 6,000,000 common shares since the Company’s inception on October 31, 2007 all of which are restricted shares. See “Certain Relationships and Related Transactions” section below regarding these shares. There are no outstanding options or warrants or securities that are convertible into shares of common stock.

Holders

We had 44 holders of record for our common shares as of May 30, 2008.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plan under which equity securities are authorized for issuance.

Dividends

Please see “Dividend Policy” above.

12

SELLING SECURITY HOLDERS

The following table sets forth the shares beneficially owned, as of May 30, 2008, by the selling security holders prior to the offering contemplated by this prospectus, the number of shares each selling security holder is offering by this prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

None of the selling security holders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling security holders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the selling security holders at a purchase price of $0.025 per share in a fully subscribed private placement made from December 2007 through February 2008, pursuant to the exemption from the registration under the Securities Act provided by Regulation S of the Securities Act. None of the selling security holders are affiliates or controlled by our affiliates and none of the selling security holders are now or were at any time in the past an officer or Director of ours or any of any of our predecessors or affiliates.

The percentages below are calculated based on 6,000,000 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

				Number of Shares and
				Percent
		Common	Number of	of Total Issued and
Name of		Shares owned	Shares Offered	Outstanding Shares
Selling		by the Selling	by Selling	Held After the
Security		Security Holder	Security Holder	Offering(1)
Last name	First name			# of Shares	% of Class
Andersons	Matiss	40,000	40,000	0	*
Bresis	Vilnis	40,000	40,000	0	*
Briede	Ludmila	80,000	80,000	0	*
Briedis	Juris	80,000	80,000	0	*
Brizga	Martins	40,000	40,000	0	*
Celmajeva	Irina	80,000	80,000	0	*
Dmitrijevs	Mihails	40,000	40,000	0	*
Eversa	Maija	40,000	40,000	0	*
Rukuts	Kristians	40,000	40,000	0	*

13

Fogele	Dina	40,000	40,000	0	*
Jansone	Evita	40,000	40,000	0	*
Jujukina	Galina	40,000	40,000	0	*
Karklina	Zaiga	40,000	40,000	0	*
Kasparovica	Marianna	40,000	40,000	0	*
Kaugure	Inita	40,000	40,000	0	*
Kaupans	Juris	40,000	40,000	0	*
Kerstens	Alberts	40,000	40,000	0	*
Kuzmins	Vladislavs	40,000	40,000	0	*
Lasmanis	Haralds	40,000	40,000	0	*
Lipsne	Elina	80,000	80,000	0	*
Maklere	Laura	80,000	80,000	0	*
Merins	Dmitrijs	40,000	40,000	0	*
Nagijevs	Anatolijs	40,000	40,000	0	*
Ozols	Andrejs	40,000	40,000	0	*
Pankova	Nadezda	80,000	80,000	0	*
Petuhova	Natalija	80,000	80,000	0	*
Petuskovs	Romans	80,000	80,000	0	*
Poppels	Maris	40,000	40,000	0	*
Purvens	Edgars	40,000	40,000	0	*
Radcenkova	Rita	40,000	40,000	0	*
Repolds	Andris	40,000	40,000	0	*
Resko	Karina	40,000	40,000	0	*
Riekstins	Rihards	80,000	80,000	0	*
Rubenis	Andris	40,000	40,000	0	*
Straders	Kristaps	40,000	40,000	0	*
Straupe	Janis	40,000	40,000	0	*
Vicupe	Lauma	40,000	40,000	0	*
Virins	Vladimirs	40,000	40,000	0	*
Zuntmane	Kristine	40,000	40,000	0	*
Zvarte	Evita	80,000	80,000	0	*
		2,000,000	2,000,000	0

* Represents less than one percent of the total number of shares of common stock outstanding as of the date of this filing.

⁽¹⁾    Assumes all of the shares of common stock offered in this prospectus are sold and no other shares of common stock are sold or issued during this offering period.

We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in

14

these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

The following discussion of our plan of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” beginning on page 4 of this prospectus.All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Overview

We have not generated any revenue since our inception. We are a development stage company with limited operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months.

Plan of Operation

We are focused on marketing a natural energy coconut water drink in the growing market for energy drinks in Israel. Our goal is to sell to distributors and retailers in Israel a natural energy drink derived from coconut water.

The majority of our current funds will be used for administrative expenses and initial market studies for the launch of the Yoo brand. We intend to execute an agreement with a coconut water producer for the licensing of coconut water for rebranding and repackaging under the Yoo brand. We intend to work with several suppliers based in the United States, Brazil, Indonesia, or Thailand, to achieve favorable terms for the distribution of our branded coconut water in Israel.

We will require additional funding in the future to sustain our operations. At the present time, however, we have not made any firm arrangements to raise additional cash.

If we are unable to raise additional funds or generate revenues after twelve months for any reason, or if we are unable to make a reasonable profit after eighteen months, we may have to suspend or cease operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. We may seek to obtain additional funds through a second public offering, a private placement of securities, or loans. Other than as described in this paragraph, we have no other financing plans at this time.

15

Activities to Date

We were incorporated under the laws of the State of Delaware on October 31, 2007. We are a development stage company. From our inception to date, we have not generated any revenues, and our operations have been limited to organizational, start-up, and capital formation activities. We currently have no employees. To date we have conducted market research regarding the manufacture and supply of coconut water drinks. We have also conducted preliminary market research of competing energy drink products in our target markets.

Results of Operations

During the period from October 31, 2007 (date of inception) through April 30, 2008, we incurred a net loss of $30,608. This loss consisted primarily of incorporation costs and administrative expenses. Since inception, we have sold 6,000,000 shares of common stock to our stockholders.

Purchase or Sale of Equipment

We do not expect to purchase or sell any plant or significant equipment.

Revenues

We had no revenues for the period from October 31, 2007 (date of inception) through April 30, 2008.

Liquidity and Capital Resources

Our balance sheet as of April 30, 2008 reflects assets of $49,892. Cash and cash equivalents from inception to date have been insufficient to provide the working capital necessary to operate to date.

We anticipate generating losses, and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

16

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

DESCRIPTION OF BUSINESS

Overview of the Company

We are a development stage company that was incorporated on October 31, 2007. We have commenced only limited operations, primarily focused on organizational matters in connection with this offering. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the Company been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose. Neither the Company nor its officers, Directors, promoters or affiliates, has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

We have not generated any revenue to date and we do not expect to generate revenues during the first 12 months of our operations. Our Directors have reserved a domain name for us. We have not commenced operations other than in connection with this offering and certain preliminary surveys conducted by our officers. We do not currently have sufficient capital to operate our business, and we will require additional funding in the future to sustain our operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business.

Currently, in the State of Israel, a number of energy drinks are available, such as 180, Red Bull and Rockstar – yet no coconut water drinks are sold. We plan to introduce coconut water to the energy drink market in Israel as a healthy alternative to the existing energy drinks being sold. We plan to target the health conscious consumer and promote the many health benefits associated with coconut water.

Our offices are currently located at 45 Or Hachaim St. Bnei Brak, Israel, 51527. Our telephone number is 972-3-977-0201. We do not currently have a website; however, we have reserved a domain name at yooinc.net.

The Market Opportunity

In recent years, the energy drink industry has seen expanded growth around the world, including Israel. As a result of various cultural factors, including on-the-go lifestyles, the everyday consumer has become reliant upon quick solutions to many of life’s issues. Advertisements for fast food, weight loss pills, nicotine patches, energy bars, and energy drinks are omnipresent on every medium available. However, consumers have also recognized that the excess fat and calories of fast food and snack foods are causes of many health-related problems. Even the diet pills that are available to counteract the health implications of fast food may be a cause of heart attacks and high blood pressure. Consumers are thus looking to stay healthy while continuing to be reliant on quick and easy solutions to their fast-

17

paced lifestyles. They are looking for an energy “kick” without excess calories. The energy drink has capitalized on this demand with impressive results. For example, “Energy drink consumption and sales (in the United States) have exploded since 2001 with more than $3.2 billion in sales in 2006, a 516% increase since 2001. In Israel, a 2007 market survey found that the energy drink market was estimated to be approximately NIS 248 million. The survey further stated that 48% of young Israelis between the ages of 18-30 consume an energy drink at least once a week. This survey reflected an increase in sales up from NIS 230 million in 2006. (http://www.haaretz.com/hasen/spages/949744.html)(www.tgisurveys.com). This explosion has encouraged a proliferation of new brands of energy drinks: as many as 500 new energy drink products were introduced worldwide in 2006.” (Source : Title: Alcohol, Energy Drinks, and Youth: A Dangerous Mix. Author: Michele Simon. 2007)

Most energy drinks, however, contain artificial stimulants, such as caffeine, to provide the energy boost that consumers are looking for. For example, a company called Redux Beverages, LLC makes Cocaine, an energy drink that contains 280 milligrams of caffeine, about three times the amount of caffeine in a cup of coffee.

Energy drinks draw their power from a long list of ingredients, which range from stimulants like caffeine and brain-enhancing drugs called nootropics to more than 4,000 percent of the daily requirement of vitamin B-12.
(http://www.nytimes.com/2006/06/19/health/healthspecial/19drinks.html?n=Top/Reference/Times%20 Topics/People/S/Severson,%20Kim)

What is in an energy drink?

Energy drinks are comprised of many different chemicals and each energy drink is different. Chemicals in energy drinks include:

• Acesulfame Potassium (Sunett)
• Aspartame
• Caffeine
• Citric Acid
• Cyanocobalamin
• Folic Acid
• Fructose
• Glucose
• Glucuronolactone
• 1-Glutamine
• Inositol
• Niacin (nicotinic acid)
• Niacinamide
• Pantothenic Acid (also known as D-pantothenol)
• Potassium sorbate
• Pyridoxine HCL
• Sucralose (splenda)
• Sucrose
• 1-Taurine

(http://www.sciencecases.org/energy_drinks/energy_drinks.pdf)

18

Natural Energy Drinks/Sports Drinks

Despite exotic formulations, the energy boost from energy drinks is delivered generally via a large dose of caffeine. However, not all energy drinks are concocted in a laboratory or contain ingredients that chemically alter the human body’s chemical composition. The energy drink sold under the brand-name Euphoria, for example, boasts that it contains the appropriate blends of natural resources, such as borojo, passion fruit, and guarana to advance the human body’s ability to release its own natural energy (http://www.euphorianatural.com/). Sports drinks such as Gatorade and Powerade are geared towards re-hydrating the body and replenishing the electrolytes the body loses during high levels of activity. They contain electrolytes, sugar, water and other nutrients, and are usually isotonic, containing the same proportions as found in the human body. (http://www.energysip.com/index.html).

Coconut Water

For thousands of years, coconut water has provided people with a nutritious beverage that has been cited for its many health benefits. (http://www.e-f-t.co.uk/younggreencoconutwater.html) Coconut water is a natural energy drink with zero additives, zero chemicals, and zero artificial laboratory sweeteners. Coconut water naturally contains replenishing electrolytes, as well as 530 mg of potassium per 330 ml, while most sports drinks contain 40mg of potassium. (http://www.living-foods.com/articles/coconutwater.html) Coconut water contains less sugar than most sport drinks, and due to its natural sugar content, there is no need to add any artificial sweeteners, such as are added to diet energy drinks.

Coconut Water as an Energy Drink

Coconut water has been used for hundreds years by village people in tropical climates for all sorts of remedies. Until recently, it has not been mass-produced in any way. Within the last 10 years, however, the production and sale of coconut water beverages has become a multi-national industry.

In 2002, All Market LLC foresaw the growth potential in coconut water beverages and took an unknown product and retailed it, netting $50 million in its first year. (http://www.bevnet.com/news/2005/02-25-2005-vita_Coco_whole_foods.asp). While a coconut water energy drink has not yet been introduced in Israel, Vita Coco was born in the United States in 2004 when All Market LLC decided it would import coconut water to the United States and market it as a healthy energy drink. The concept hit the ground running and has become one of the fastest growing lifestyle drinks in the United States. “By 2006, the brand broke through into mainstream groceries and was selling in over 3,000 retail doors nationwide. In 2007, Vita Coco is now sold in close to 5,000 retail doors nationwide, including relationships with Target stores, Whole Foods, Wild Oats, Ralphs, Shaws, HEB, Albertsons, etc.” (http://www.bevnet.com/news/2007/05-17-2007-Vita-Coco-Target-deal.asp). In 2007, Vita Coco was acquired by the Coca Cola Company.

The global coconut water industry is still considered untapped. One reason is that coconut water has a short shelf life when compared to other energy drinks. The company FAO, by utilizing a non-patented cold preservation process, has been investigating mass production capabilities with long term shelf-life inventories meaning large volumes can be moved and stored. “The simple cold preservation process will provide the consumer the convenience of purchasing a bottle of coconut water and opens new opportunities for small farmers and entrepreneurs in coconut producing countries. To date, most coconut water is mostly consumed fresh in tropical countries, such as Brazil. Because once exposed to

19

air and warm temperatures it rapidly deteriorates.” (www.nutraingredients.com/news/nq.aspn?n=74375-fao-coconut-energy-drinkks,

The Market

The energy drink market in Israel is highly competitive, notwithstanding that there are fewer brands available than in the United States. The price range varies depending on the outlets selling. In small shop establishments, energy drinks are more likely to be sold in single units versus 6, 12 or 24-packs. Average retail price per can of the typical energy drink is typically around $2 (http://energy-drink-ratings.blogspot.com/2007/07/unbound-lo-carb-energy-drink-review.html).

A survey by TGI (Target Group Index) in 2007, found that 48% of Israelis between the ages of 18-30 consume an energy drink at least once a week. In 2007, the energy drink market was estimated to be approximatly NIS 248 million, up from NIS 230 million in 2006. (http://www.haaretz.com/hasen/spages/949744.html)(www.tgisurveys.com)

The largest market share is held by Red Bull, which, according to a YNET news story, held approximately 85% of the energy drink market in Israel in 2007. (www.ynetnews.com/articles/0,7340,L-3399039,00.html) XL Energy Drink claims a market share in Israel of over 35% on its website, and is the number two energy drink product in Israel. (www.xl-energy.com/?c=5&l_id=2)

New niche energy drinks are being introduced to the Israeli market. For example, Exit is a Kosher energy drink that is targeted towards the Ultra-religious community in Israel. (www.timesonline.co.uk/tol/news/world/middle_east/article2773915.ece)

Business Model

The goal of Yoo Juice is to penetrate the energy drink market in Israel by launching a coconut water product, targeting the 18-30 age demographic. Grocery stores, bars/nightclubs, fitness centers and local markets will be our primary sales outlets.

We plan to negotiate with suppliers based in South America and the East Indies in order to import coconut water in bulk to distributors in Israel for distribution to local wholesalers and retailers. We have identified several possible suppliers:

• Tulus Group Industries – Indonesia

• Brazil Worldwide Trading – Brazil

• Merit Food Products Co LTC – Thailand

• Arrowood Industries Inc - Indonesia

We plan to distribute the product to wholesalers and retailers in Israel. Local distributors include, but are not limited to:

• Jofora

20

• Drink2

Retailers include, but are not limited to:

Shufersal
Tivtaam
AMPM
Paz
Bodega and market shop owners (sole proprietors)
Fitness centers such as:
	Holmes Place
	Shape
	Curves

Pricing

We plan to purchase coconut water from suppliers and import coconut water into Israel at the following projected prices.

Cost per unit/12pk – FOB origin

$.055/$5.40

Cost per 40 ft container

$38,940 – averaging 5,900 cases of 12 per container

Final cost to distributor

$56,463

Distributor final cost to retailer

$76,225

This comes out to a landed retailer cost of $1.08 per unit. Retailers will have leeway of $.92 to work with in terms of mark-up to stay level with the competition. We plan to recommend to retailers to stay under the average cost of an energy drink ($2/unit) in an effort to push value at the price point, which will allow an 85% mark-up. The following is a retailer profit model based on the mark-up or margin the retailer will be able to see.

21

22

As the demand for coconut water increases, we expect to see an increased number of supplier options, particularly from tropical climate countries and the East Indies. Based on price point and product quality, we plan to use one or two main suppliers, with alternate suppliers for back-up purposes in case of stock shortages.

We intend to package our coconut water under the Yoo brand. We plan to work with several suppliers based in the United States, Brazil, Indonesia, or Thailand, in order to acquire the best possible final cost, including logistical fees for shipping to Israel. Product branding will be completed by the supplier so that only finished products will be shipped. We intend to purchase products from manufactures who comply with our requirements. Inventory will be shipped directly to selected distributors or retailers depending on minimum quantities ordered, who will then fulfill orders to our customer base. If the demand for products increases beyond our initial supply capacity, we plan to enter into agreements for the purchase of coconut water from additional suppliers. Should products not be branded for any reason and if only generic packaged products are shipped, we plan to then enter into agreements with our distributors for repackaging services.

Plan of Operation

Over the course of the next twelve-month period we plan to work to develop a customer base for our coconut water product, branded as Yoo Juice, by marketing and selling the Yoo Juice to bodega-type stores, food markets, grocery stores, bars and nightclubs, and fitness centers in Israel.

We intend package the product under the Yoo brand and/or under private labels belonging to retailers in Israel, such as Holmes Place, Ribua Kachol, Shufersal, AM/PM, Yellow, and Tivtaam.

We intend to work with several suppliers based in the United States, Brazil, Indonesia, or Thailand in order to acquire the best possible final cost for our coconut water product, taking into consideration the logistical fees associated with importing coconut water to Israel. We plan for product branding to be completed by our suppliers, so that only finished products will be shipped. We intend to purchase coconut water only from producers who comply with our requirements. Our plan is for inventory to be shipped directly to our customer base. If the demand for our product surpasses our supply arrangements, we will consider seeking additional producers of coconut water from which to purchase our requirements. As order quantities increase, we expect to have stronger bargaining leverage and better pricing.

We plan to develop our business as described above, and to market our natural coconut water energy drink under the brand name Yoo Juice.

Twelve-Month Marketing Plan

Israel is a country that focuses on fresh and healthy foods for consumption. Local markets sell fresh, inexpensive produce grown locally every day. It is not uncommon to see juice vendors selling fresh squeezed carrot, orange, pomegranate and grapefruit juices sold at prices paid for carbonated drinks. Our marketing strategy will focus on creating awareness of our Yoo Juice brand name while incurring minimal costs. We will use print media as the main forum to deliver product advertising to our customer base. We will also use niche based slogans to aid in product knowledge retention and customer awareness.

We intend to market our product through direct and indirect distribution to:

23

• Convenience and Grocery stores – We expect to see our largest take rate in these sales arenas. By using independent contractors as our sales force starting by the end of 2008, we will endeavor to penetrate this market by offering bulk quantity discounts. Coconut water is far less expensive then other energy drinks. As a marketing campaign, we will design window posters that show the Yoo Juice product and tout its natural energy resources, its many health benefits, and that fact that it contains zero additives/chemicals. The slogan we intend to use for these window posters will be Yoo Juice “Natural, delicious, and good for yoo.”

• Food Markets – We expect our second largest target to be the local food markets. We plan to hire an independent contractor to sell coconut water to local markets. This company will be paid a commission percentage for each unit of juice sold. The purpose is to bring awareness not only to the individual consumer but to the shop owners as well. Using independent contractors, we will demonstrate to shop owners that there is a consumer demand for our product. Once product awareness has been achieved, we plan to sell directly to market shop owners in bulk. As a marketing promotion we intend to make Yoo Juice keychains with the slogan “good for yoo” as giveaways to the market shop owners, who may give them away with the purchase of a case or more of our product.

• Bars and Nightclubs – We plan to target bars and nightclubs as the mixed drink segments of the market. We plan to make drink coasters with the Yoo juice brand and the slogan “get a real drink” on one side. On the other side will be the recipe for three drinks, including a coconut water-based drink such as the Yoo Juice Bay Breeze (coconut water, rum, cranberry and orange juice). We intend to provide these coasters to bar and nightclub owners with bulk purchases of Yoo juice.

• Fitness Centers – In the fitness center segment we plan to capitalize on coconut water’s rehydrating and electrolyte qualities. We intend to make fitness headbands and wrist bands with the Yoo branding that also includes the slogan “fitness + coconut water = YOO.” We plan to also use window posters for fitness centers to advertise in this health conscious market segment the advantages gained by hydrating with an all natural coconut water product.

We plan to assess the success of our marketing and sales strategy on a monthly basis by reviewing sales tracking. Sales tracking will be a simple system of inserting into a database order quantities by each segment on a daily, weekly, and monthly basis. Current reporting will allow us to review which market segments are responding and which market segments are not. We intend to meet quarterly for marketing strategy changes, such as merchandise options, promotional tools and sales focusing. For example, should we not see a response from the fitness center segment, we will then consider modifying our marketing campaign for that segment and applying our resources elsewhere.

24

Expenditures

The following chart provides an overview of our budgeted expenditures by significant area of activity, over the next 12 months:

Corporate/ travel	$	20,000
Marketing	$	20,000
Office Rent	$	10,000
Office Equipment	$	5,000
Purchase Product	$	8,000
Miscellaneous	$	20,000
Legal and Accounting	$	20,000
Transfer Agent	$	15,000
Expenses	$	118,000

Dependence on One or a Few Major Suppliers

We plan to purchase our coconut water products from one or two main suppliers, with alternate suppliers for back-up purposes in case of stock shortages. However, if we end up entering into supply contracts with only one or two suppliers, then we may end up being dependent such supplier(s) for the supply of all of our coconut water products.

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. Beyond our trade name, we do not hold any other intellectual property.

Governmental Regulations

We may be subject to a variety of laws and regulations relating to, among other things, food safety and health regulations. We believe that we are in compliance with all such laws.

Employees

We currently have no employees. All functions including development, strategy, negotiations and administration are currently being provided by our officers and Directors on an as-needed basis.

DESCRIPTION OF PROPERTY

We do not own any real property. We currently maintain our corporate office at 45 Or Hachaim St. Bnei Brak, Israel, 51527. We do not pay monthly rent for use of this space. This space is sufficient until we commence full operations.

25

Reports to Security Holders

We will voluntarily make available to securities holders an annual report, including audited financials, on Form 10-KSB. We are not currently a fully reporting company, but upon effectiveness of this registration statement, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934; such as quarterly reports on Form 10-QSB and current reports on Form 8-K.

MANAGEMENT

The name, age and position of each of our directors and executive officers are as follows:

Name	Age	Position
Zvi Pessahc Frank	29	President and Director
Moshe Nachum Bergshtein	30	Secretary, Treasurer and Director

Zvi Pessahc Frank:

On November 14, 2007, Zvi Pessahc Frank was appointed our President and a member of our Board of Directors. Since 2005, Mr. Frank has been employed as a sales executive at the Nekudot advertising agency in Bnei Brak, Israel. Between the years 2003-2005, Mr. Frank taught history at Daat Zkenim in Jerusalem, Israel.

Moshe Bergshtein:

On November 19 2007, Mr. Moshe Nachum Bergshtein was appointed our Secretary and Treasurer and a member of our Board of Directors. From 2003 until 2007, Mr. Bergshtein was employed as a travel agent at Derech Hamelech in Jerusalem, Israel. Since 2007, Mr. Bergshtein has been self-employed and provides travel arrangements for groups.

Board Composition

Our bylaws provide that the Board of Directors shall consist of between one to nine members. Each director serves for a term that expires at the next regular meeting of the shareholders and until his successor is elected and qualified.

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. As such, our entire Board of Directors acts as our audit committee.

Audit Committee Financial Expert

Our Board of Directors does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at this time is

26

prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of an audit committee financial expert are not warranted at this time.

Involvement in Legal Proceedings

No Director, nominee for Director or officer of the Company has appeared as a party during the past five years in any legal proceedings that may bear on his ability or integrity to serve as a Director or officer of the Company.

Auditors; Code of Ethics; Financial Expert

Our principal registered independent auditor is Alan Weinberg CPA. We do not currently have a Code of Ethics applicable to our principal executive, financial, and accounting officers. We do not have a “financial expert” on the board.

EXECUTIVE COMPENSATION

We have not paid, nor do we owe, any compensation to our executive officers. We have not paid any compensation to our officers since inception.

We have no employment agreements with any of our executive officers or employees.

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.

Compensation of Directors

There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are currently no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our

27

officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below and the compensation arrangements which are described under the section of this prospectus entitled “Compensation Discussion and Analysis”, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

On November 14, 2007, we issued 2,700,000 shares of our common stock to Mr. Zvi Pessahc Frank, a Director and the current President of the Company. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate to $270. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mr. Frank is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

On November 19, 2007, we issued 1,100,000 shares of our common stock to Mr. Moshe Nachum Bergshtein, our Secretary, Treasurer and Director. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate to of $110. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Ms. Bergshtein is an officer and Director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

On November 20, 2007, we issued 200,000 shares of our common stock to Mr. Ivo Everss, a former Director and officer of the Company. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate of $20. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mr. Everss was a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

Our officers and Directors may be considered promoters of the Company due to their participation in and management of the business since its incorporation.

28

PRINCIPAL SHAREHOLDERS

     The following table sets forth information regarding the beneficial ownership of our common stock as of May 30, 2008 for:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

• each of our named executive officers;

• each of our directors; and

• all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address for each person or entity listed in the table is c/o Yoo Inc., 45 Or Hachaim St. Bnei Brak, Israel, 51527.

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Title of Class	Name of Beneficial	Amount and Nature	Percentage of Class(¹)
	Owner	of Beneficial Ownership
Common Stock	Zvi Pessahc Frank	2,700,000	45	%
Common Stock	Moshe Nachum	1,100,000	18.33	%
	Bergshtein
All officers as a		3,800,000	63.33	%
Group

(¹)   Based on 6,000,000 shares of our common stock outstanding.

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

29

Future Sales by Existing Stockholders

As of the date of this prospectus, there are 44 stockholders of record holding shares of our common stock. A total of 6,000,000 shares of common stock were issued to the existing stockholders, all of which are “restricted securities”, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, such shares can be sold publicly, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition.

We do not have any issued and outstanding securities that are convertible into common stock. We have not registered any shares for sale by security holders under the Securities Act. None of our stockholders are entitled to registration rights.

PLAN OF DISTRIBUTION

This prospectus relates to the registration of 2,000,000 shares of common stock on behalf of the selling stockholders.

There Is No Current Market for Our Sharesof Common Stock

There is currently no market for our shares of common stock. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

The shares you purchase are not traded or listed on any exchange. After the effective date of the registration statement, we intend to have a market maker file an application with the National Association of Securities Dealers, Inc. to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.

The OTC Bulletin Board is maintained by the National Association of Securities Dealers. The securities traded on the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD brokers-dealers who make a market in a “penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written

30

consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share.

The holders of our common stock:

• Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

• Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

• Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

• Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The common shares are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or “pari passu”, each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each common share of which he is the registered owner and may exercise such vote either in person or by proxy. To the knowledge of our management, at the date hereof, our officers and Directors are the only persons to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See “Security Ownership of Certain Beneficial Owners and Management”.

We refer you to our Certificate of Incorporation and Bylaws which form a part of this registration statement and to the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

31

There are no outstanding options, warrants, or rights to purchase any of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our Directors.

Cash Dividends

As of the date of this registration statement, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Transfer Agent

We have not engaged a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

Admission to Quotation on the OTC Bulletin Board

We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.

32

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there was no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

We have outstanding an aggregate of 6,000,000 shares of our common stock. Of these shares, all of the 2,000,000 shares to be registered in this offering will be freely tradable without restriction or further registration under the Securities Act, unless those shares are purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act.

The remaining 4,000,000 shares of common stock to be outstanding after this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is one of our affiliates and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell within any three-month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding, which will equal 60,000 shares immediately after this offering, subject to the continued availability of current public information about us and the filing of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.

LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

33

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer or employee.

Our financial statements for the period from inception to April 30, 2008, included in this prospectus have been audited by Alan Weinberg CPA, as set forth in their report included in this prospectus.

The legal opinion rendered by SRK Law Offices regarding the common stock of Yoo Inc. registered on Form S-1 is as set forth in their opinion letter included in this prospectus.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1 covering the securities in this offering. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information in the registration statement. For further information regarding both our Company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, and on the SEC Internet site at http:\\www.sec.gov.

DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws provide that Directors and officers shall be indemnified by us to the fullest extent authorized by the Delaware General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf. The Bylaws also authorize the Board of Directors to indemnify any other person who we have the power to indemnify under the Delaware General Corporation Law, and indemnification for such a person may be greater or different from that provided in the Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, officers and controlling persons of our Company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

34

YOO INC.
(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

Report of Registered Independent Auditors	F-2
Financial Statements-
Balance Sheets as of April 30, 2008 and December 31, 2007	F-3
Statements of Operations for the Periods Ended
April 30, 2008, December 31, 2007, and Cumulative from Inception	F-4
Statement of Stockholders’ Equity for the Period from Inception
Through April 30, 2008	F-5
Statements of Cash Flows for the Periods Ended April 30, 2008, December 31, 2007,
and Cumulative from Inception	F-6
Notes to Financial Statements April 30, 2008 and December 31, 2007	F-7

F-1

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of YOO Inc.:

We have audited the accompanying balance sheets of YOO Inc. (a Delaware corporation in the development stage) as of April 30, 2008 and December 31, 2007, and the related statements of operations, stockholders’ equity, and cash flows for periods ended April 30, 2008 and December 31, 2007, and from inception (October 31, 2007) through April 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of YOO Inc. as of April 30, 2008 and December 31, 2007, and the results of its operations and its cash flows for the periods ended April 30, 2008 and December 31, 2007, and from inception (October 31, 2007) through April 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of April 30, 2008, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Alan Weinberg CPA

Weinberg & Associates LLC
Baltimore, Maryland
May 18, 2008

F-2

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF APRIL 30, 2008 AND DECEMBER 31, 2007

ASSETS
		2008			2007
Current Assets:
Cash in bank	$	49,892		$	3,000
Total current assets		49,892			3,000
Total Assets	$	49,892		$	3,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued liabilities	$	30,500		$	-
Total current liabilities		30,500			-
Total liabilities		30,500			-
Commitments and Contingencies		-			-
Stockholders' Equity:
Common stock, par value $0.0001 per share, 100,000,000 shares
authorized; 6,000,000 and 4,000,000 shares issued
and outstanding respectively		600			400
Additional paid-in capital		49,800			-
Stock subscriptions receivable		(400	)		(400	)
Paid subscriptions		-			3,000
(Deficit) accumulated during development stage		(30,608	)		-
Total stockholders' equity		19,392			3,000
Total Liabilities and Stockholders' Equity	$	49,892		$	3,000

The accompanying notes to financial statements are
an integral part of these statements.

F-3

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (NOTE 2)
FOR THE PERIODS ENDED APRIL 30, 2008 AND DECEMBER 31, 2007, AND
CUMULATIVE FROM INCEPTION (OCTOBER 31, 2007)
THROUGH APRIL 30, 2008

		Period Ended			From Inception		Cumulative
		April 30,			to December		From
		2008			31, 2007		Inception
Revenues	$	-		$	-	$	-
Expenses:
General and administrative-
Professional fees		30,500			-		30,500
Organization Costs		-			-		-
Bank Charges		108			-		108
Total general and administrative expenses		30,608			-		30,608
							-
(Loss) from Operations		(30,608	)		-		(30,608	)
Other Income (Expense)		-			-		-
Provision for income taxes		-			-		-
Net (Loss)	$	(30,608	)	$	-	$	(30,608	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.01	)	$	-
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		5,486,612			2,988,710

The accompanying notes to financial statements are
an integral part of these statements.

F-4

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY (NOTE 2)
FOR THE PERIOD FROM INCEPTION (OCTOBER 31, 2007)
THROUGH APRIL 30, 2008

													(Deficit)
													Accumulated
					Additional		Stock			Paid			During the
	Common stock				Paid-in		Subscriptions			Stock			Development
Description	Shares	Amount			Capital		Receivable			Subscriptions			Stage			Totals
Balance - at inception	-	$	-	$	-	$	-		$	-		$	-		$	-
Common stock issued for cash	4,000,000		400		-		(400	)		-			-			-
Payment for stock subscriptions	-		-		-		-			3,000			-			3,000
Net (loss) for the period	-		-		-		-			-			-			-
Balance - December 31, 2007	4,000,000	$	400	$	-	$	(400	)	$	3,000		$	-		$	3,000
Common stock issued for cash	2,000,000		200		49,800		-			(3,000	)		-			47,000
Net (loss) for the period	-		-		-		-			-			(30,608	)		(30,608	)
Balance - April 30, 2008	6,000,000	$	600	$	49,800	$	(400	)	$	-		$	(30,608	)	$	19,392

The accompanying notes to financial statements are
an integral part of these statements.

F-5

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2)
FOR THE PERIODS ENDED APRIL 30, 2008 AND DECEMBER 31, 2007, AND
CUMULATIVE FROM INCEPTION (OCTOBER 31, 2007)
THROUGH APRIL 30, 2008

	Period Ended				From Inception		Cumulative
	April 30,				to December		From
	2008				31, 2007		Inception
Operating Activities:
Net (loss)	$	(30,608	)	$	-	$	(30,608	)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Changes in net liabilities-
Accrued liabilites		30,500			-		30,500
Net Cash Used in Operating Activities		(108	)		-		(108	)
Investing Activities:
Cash provided by investing activities		-			-		-
Net Cash Provided by Investing Activities		-			-		-
Financing Activities:
Pre-paid subscriptions		-			3,000		-
Issuance of common stock for cash		47,000			-		50,000
Net Cash Provided by Financing Activities		47,000			3,000		50,000
Net (Decrease) Increase in Cash	$	46,892			3,000		49,892
Cash - Beginning of Period		3,000			-		-
Cash - End of Period	$	49,892		$	3,000	$	49,892
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-	$	-
Income taxes	$	-		$	-	$	-

Supplemental schedule of non-cash investing and financing activities:

On November 14, 2007, the Company issued 2,700,000 shares of common stock for payment due from an officer of the Company in the amount of $270.

On November 19, 2007, the Company issued 1,100,000 shares of common stock for payment due from an officer of the Company in the amount of $110.

On November 20, 2007, the Company issued 200,000 shares of common stock for payment due from an officer of the Company in the amount of $20.

The accompanying notes to financial statements are an integral part of these statements.

F-6

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

1. Summary of Significant Accounting Policies

Basis of Presentation and Organization

YOO Inc. (the “Company”) is a Delaware corporation in the development stage, and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on October 31, 2007. The proposed business plan of the Company is to establish the Company as a distributor in Israel of a natural energy drink derived from coconut water. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

On November 14, 2007, pursuant to the terms of a subscription agreement, the Company sold 2,700,000 shares of common stock to Mr. Zvi Pessahc Frank, President, for payment due in the amount of $270 (par value).

On November 19, 2007, pursuant to the terms of a subscription agreement, the Company sold 1,100,000 shares of common stock to Mr. Moshe Nachum Bergshtein, Secretary Treasurer, for payment due in the amount of $110 (par value).

On November 20, 2007, pursuant to the terms of a subscription agreement, the Company sold 200,000 shares of common stock to Mr. Ivo Everss, Treasurer, for payment due in the amount of $20 (par value). Mr. Everss resigned from the positions of Treasurer and Director on March 26, 2008.

In addition, on December 10, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.025 per share. As of April 30, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock.

The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

F-7

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended April 30, 2008.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of April 30, 2008 and December 31, 2007, the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

F-8

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Concentration of Risk

As of April 30, 2008 and December 31, 2007, the Company maintained its cash account at one commercial bank. The balance in the account was subject to FDIC coverage.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Lease Obligations

All noncancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases. Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of April 30, 2008 and December 31, 2007, and expenses for the period ended April 30, 2008 and December 31, 2007, and cumulative from inception. Actual results could differ from those estimates made by management.

Fiscal Year End

The Company has adopted a fiscal year end of December 31.

2. Development Stage Activities and Going Concern

The Company is currently in the development stage, and has not commenced operations. The business plan of the Company is to establish the Company as a distributor in Israel of a natural energy drink derived from coconut water..

F-9

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

During the period ended April 30, 2008 and December 31, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.025 per share. As of April 30, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock.

The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of April 30, 2008 and December 31, 2007, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3. Common Stock

On November 14, 2007, pursuant to the terms of a subscription agreement, the Company sold 2,700,000 shares of common stock to Mr. Zvi Pessahc Frank, President, for payment due in the amount of $270 (par value).

On November 19, 2007, pursuant to the terms of a subscription agreement, the Company sold 1,100,000 shares of common stock to Mr. Moshe Nachum Bergshtein, Secretary Treasurer, for payment due in the amount of $110 (par value).

On November 20, 2007, pursuant to the terms of a subscription agreement, the Company sold 200,000 shares of common stock to Mr. Ivo Everss, Treasurer, for payment due in the amount of $20 (par value). Mr. Everss resigned from the positions of Treasurer and Director on March 26, 2008.

In addition, on December 10, 2007, the Company began a capital formation activity through a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.025 per share. As of April 30, 2008, the Company had fully subscribed the PPO and raised $50,000 in proceeds with the issuance of 2,000,000 shares of its common stock.

The Company also commenced an activity to submit a Registration Statement on Form S-1 to the Securities and Exchange Commission (“SEC”) to register 2,000,000 of its outstanding shares of common stock on behalf of selling stockholders. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold. As of May 18, 2008, the Company continued with the preparation of its Registration Statement on Form S-1, and had not yet filed it with the SEC.

F-10

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

4. Income Taxes

The provision (benefit) for income taxes for the period ended April 30, 2008 and December 31, 2007, was as follows (assuming a 23% effective tax rate):

		2008			2007
Current Tax Provision:
Federal-
Taxable income	$	—		$	—
Total current tax provision	$	—		$	—
Deferred Tax Provision:
Federal-
Loss carryforwards	$	7,040		$	-
Change in valuation allowance		(7,040	)		-
Total deferred tax provision	$	—		$	—

The Company had deferred income tax assets as of April 30, 2008 and December 31, 2007, as follows:

		2008			2007
Loss carryforwards	$	7,040		$	-
Less - Valuation allowance		(7,040	)		-
Total net deferred tax assets	$	—		$	—

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended April 30, 2008 and December 31, 2007 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of April 30, 2008, the Company had approximately $ 30,608 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire in the year 2028.

F-11

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

5. Related Party Transactions

On November 14, 2007, pursuant to the terms of a subscription agreement, the Company sold 2,700,000 shares of common stock to Mr. Zvi Pessahc Frank, President, for payment due in the amount of $270 (par value).

On November 19, 2007, pursuant to the terms of a subscription agreement, the Company sold 1,100,000 shares of common stock to Mr. Moshe Nachum Bergshtein, Secretary Treasurer, for payment due in the amount of $110 (par value).

On November 20, 2007, pursuant to the terms of a subscription agreement, the Company sold 200,000 shares of common stock to Mr. Ivo Everss, Treasurer, for payment due in the amount of $20 (par value). Mr. Everss resigned from the positions of Treasurer and Director on March 26, 2008.

6. Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” (“SFAS No. 159”), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option had been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments. The statement requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year provided the entity also elects to apply the provisions of SFAS No. 157. Upon implementation, an entity shall report the effect of the first re-measurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation. The management of the Company is of the opinion that the adoption of this new pronouncement will not have an impact on its financial statements.

F-12

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”),which establishes accounting and reporting standards to improve the relevance, comparability, and transparency of financial information in its consolidated financial statements. This is accomplished by requiring all entities, except not-for-profit organizations, that prepare consolidated financial statements to: (a) clearly identify, label, and present ownership interests in subsidiaries held by parties other than the parent in the consolidated statement of financial position within equity, but separate from the parent’s equity; (b) clearly identify and present both the parent’s and the noncontrolling’s interest attributable consolidated net income on the face of the consolidated statement of income; (c) consistently account for changes in parent’s ownership interest while the parent retains its controlling financial interest in subsidiary and for all transactions that are economically similar to be accounted for similarly; (d) measure of any gain, loss, or retained noncontrolling equity at fair value after a subsidiary is deconsolidated; and (e) provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods on or after December 15, 2008. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement 133” (“SFAS No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 requires:

• Disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;
• Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;
• Disclosure of information about credit-risk-related contingent features; and
• Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. The sources of accounting principles that are generally accepted are categorized in descending order as follows:

F-13

YOO INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2008 AND DECEMBER 31, 2007

a)	FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.
b)	FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.
c)	AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).
d)	Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

F-14

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant.

Name of Expense		Amount
Securities and Exchange
Commission registration fee	$	4.60
Legal, accounting fees and expenses (1)	$	24,400
Total (1)	$	24,405

(1) Estimated

ITEM 14. Indemnification of Directors, Officers, Employees and Agents

Our officers and Directors are indemnified as provided by the Delaware General Corporation Law and by our Bylaws.

Under the Delaware General Corporation Law, Director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by our Certificate of Incorporation. Our Certificate of Incorporation does not specifically limit our Directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the Director has a material conflict of interest; (b) a violation of criminal law, unless the Director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the Director derived an improper personal profit; and (d) willful misconduct.

Our Bylaws provide that we will indemnify our Directors and officers to the fullest extent not prohibited by Delaware law; provided, however, that we may modify the extent of such indemnification by individual contracts with our Directors and officers; and, provided, further, that we shall not be required to indemnify any Director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Delaware law or (d) is required to be made pursuant to the Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

I-1

ITEM 15. Recent Sales of Unregistered Securities

On November 14, 2007, we issued 2,700,000 shares of our common stock to Mr. Zvi Pessahc Frank, a Director and the current President of the Company. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate to $270. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mr. Frank is a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

On November 19, 2007, we issued 1,100,000 shares of our common stock to Mr. Moshe Nachum Bergshtein, our Secretary, Treasurer and Director. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate to of $110. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Ms. Bergshtein is an officer and Director of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

On November 20, 2007, we issued 200,000 shares of our common stock to Mr. Ivo Everss, a former Director of the Company. The purchase price paid for such shares was equal to their par value, $0.0001 per share, and amounted in the aggregate to of $20. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended. Mr. Everss was a Director and officer of the Company and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering.

As of April 30 2008, we issued 2,000,000 shares of common stock to 44 investors in a fully subscribed private placement made pursuant to the exemption from the registration requirements of the Securities Act provided by Regulation S. The consideration paid for such shares was $0.025 per share, amounting in the aggregate to $50,000. Each purchaser represented to us that such purchaser was not a United States person (as defined in Regulation S) and was not acquiring the shares for the account or benefit of a United States person. Each purchaser further represented that at the time of the origination of contact concerning the subscription for the units and the date of the execution and delivery of the subscription agreement for such units, such purchaser was outside of the United States. We did not make any offers in the United States, and there were no selling efforts in the United States. There were no underwriters or broker-dealers involved in the private placement and no underwriting discounts or commissions were paid.

I-2

ITEM 16. Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

Exhibit	Description
3.1	Certificate of Incorporation of Registrant.
3.2	Bylaws of Registrant.
4.1	Specimen Common Stock Certificate.
5.1	Opinion of SRK Law Offices regarding the legality of the securities being registered.
23.1	Consent of Alan Weinberg CPA.
23.2	Consent of Legal Counsel (incorporated in Exhibit 5.1).
24.1	Power of Attorney (contained on the signature page of this registration statement).

I-3

Undertakings

The undersigned Registrant hereby undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

I-4

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c) That, for the purpose of determining liability under the Securities Act to any purchaser:

(2) If the Registrant is subject to Rule 430C,

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

I-5

Signatures

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bnei-Brak, Israel on June 3, 2008.

YOO INC.
By:	/s/ Zvi Pessahc Frank
	Name: Zvi Pessahc Frank
	Title: President and Director
	(Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Date: June 3, 2008	/s/ Zvi Pessahc Frank
	Name: Zvi Pessahc Frank
	Title: President and Director
	(Principal Executive Officer)
Date: June 3, 2008	/s/ Moshe Nachum Bergshtein
	Name: Moshe Nachum Bergshtein
	Title: Secretary, Treasurer and Director
	(Principal Financial and Accounting Officer)

I-6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zvi Pessahc Frank and Moshe Nachum Bergshtein, each or either of them, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Zvi Pessahc Frank	President and Director
Zvi Pessahc Frank		June 3, 2008
/s/ Moshe Nachum Bergshtein	Secretary, Treasurer and Director
Moshe Nachum Bergshtein		June 3, 2008

I-7

EX-3.1

    -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EX-3.2

B Y - L A W S

OF

YOO INC.

ARTICLE I

OFFICES AND BRANCHES

          SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the State of Delaware shall be located at the principal place of business in said state of the corporation or individual acting as the Corporation’s registered agent.

          SECTION 2. OTHER OFFICES. The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select.

          SECTION 3. FOREIGN OFFICES AND BRANCHES. The Corporation shall have the authority to establish and operate branches and offices and otherwise legally qualify to do business, carry on business operations, and create, manage and participate in subsidiaries, investments, partnerships, funds joint ventures or any other form of business operation, and to purchase lease, sell, own and operate property of every description, in any and all foreign countries outside of the United States.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          SECTION 1. ANNUAL MEETINGS. An annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such date, time and place, either within or without the State of Delaware, as the Board of Directors shall determine each year.

          SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose may be called by the President or the Secretary, or by the directors, and may be held at any date, time and place, within or without the State of Delaware, as shall be stated in the notice of meeting.

-1-

          SECTION 3. NOTICE OF MEETINGS. Written notice of each annual or special meeting of the stockholders, stating the place, date and time of the meeting, and in the case of a special meeting the purpose of such meeting, shall be given, not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting, at his address as it appears on the records of the Corporation.

          SECTION 4. VOTING. Each stockholder shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote that is registered in his name on the record date for the meeting. No proxy shall be voted after three years from its date unless such proxy provides for a longer period. All questions, including elections for directors, shall be decided by majority vote except as otherwise required by the certificate of incorporation or by law.

          SECTION 5. QUORUM. Except as otherwise required by law, the holders of a majority of the stock of the corporation entitled to vote, present in person or by proxy, shall constitute a quorum at all meetings of the stockholders. If a quorum shall not be present at any meeting, the Chairman of the meeting or a majority of the holders of the stock of the Corporation entitled to vote who are present at such meeting, in person or by proxy, shall have the power to adjourn the meeting to another place, date, or time, without notice other than announcement at the meeting; provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At any adjourned meeting any business may be transacted which might have been transacted at the original meeting.

          SECTION 6. STOCKHOLDERS LIST. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stockholders list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

          SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any annual or special meeting of stockholders, including, without limitation, election of directors, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote

-2-

thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

          SECTION 1. NUMBER AND TERM. The first Board of Directors shall consist of two (2) members, and thereafter the number of directors constituting the entire Board shall be not more than nine (9) nor less than one (1) member, as fixed from time to time by action of the stockholders or the Board of Directors. The directors shall be elected to serve until the next annual meeting of the stockholders and until their respective successors shall have been elected and qualified.

          Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the Board that are being eliminated by the decrease.

          SECTION 2. RESIGNATIONS. Any director, member of a committee or officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

          SECTION 3. VACANCIES. If the office of any director, member of a committee or officer becomes vacant for any reason, the remaining directors in office, though less than a quorum, by a majority vote, may elect a successor who shall hold office for the unexpired term and until his successor shall be elected and qualified.

          SECTION 4. REMOVAL. Any director or directors may be removed with or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote.

          SECTION 5. POWERS. The Board of Directors shall exercise all of the powers of the Corporation except such as are by law, or by the certificate of incorporation or by these by-laws conferred upon or reserved to the stockholders.

          SECTION 6. MEETINGS. Regular meetings of the Board of Directors may be held without notice at such dates, times and places as shall be established from time to

-3-

time by the Board of Directors and publicized among all directors. Special meetings of the Board of Directors may be called by the President or by the Secretary on the request of any director on at least twenty-four hours’ notice of the date, time and place thereof given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

          Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of such Board or committee, by means of a conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          Action by a majority of the directors present at a meeting at which a quorum is present shall constitute the act of the Board of Directors.

          SECTION 7. QUORUM. A majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting to another place, date or time, without further notice (other than announcement at the meeting) or waiver thereof.

          SECTION 8. COMPENSATION. Directors may receive such compensation for their services as directors as the Board shall from time to time determine by resolution.

          SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

          SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall elect a director or directors to serve as the member or members of those committees, designating, if it desires, other directors as alternative members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution that designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum,

-4-

may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

ARTICLE IV

OFFICERS

          SECTION 1. GENERALLY. The officers of the Corporation shall be a Chairman, a President, one or more Vice Presidents, a Treasurer, a Secretary and one or more Assistant Secretaries, all of whom shall be elected by the Board of Directors. Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. The Board of Directors may elect such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. None of the officers of the Corporation need be directors. The same person may hold two or more offices. The Board of Directors may remove any officer at any time, with or without cause.

          SECTION 2. CHAIRMAN. The Chairman shall have such powers and shall perform such duties as shall from time to time be designated by the Board of Directors.

          SECTION 3. PRESIDENT. The President shall be the Chief Executive Officer and the Chief Operating Officer of the Corporation. He shall preside at all meetings of the stockholders and of the Board of Directors. Subject to the provisions of these by-laws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the affairs and business of the Corporation and shall perform all duties and have all powers which are commonly incident to the offices of Chief Executive Officer and Chief Operating Officer or which from time to time are delegated to him by the Board of Directors. The President shall have power to sign, in the name of the Corporation, all authorized stock certificates, contracts, documents, tax returns, instruments, checks and bonds or other obligations of the Corporation and shall have general supervision and direction of all of the other officers and agents of the Corporation.

          SECTION 4. VICE-PRESIDENTS. Each Vice-President shall have such powers and shall perform such duties as shall from time to time be designated by the Board of Directors.

          SECTION 5. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

-5-

          The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

          SECTION 6. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these by-laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, directors, or stockholders, upon whose requisition the meeting is called as provided in the by-laws. He shall record all the proceedings of the meetings of the Corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

          SECTION 7. ASSISTANT SECRETARIES. Each Assistant Secretary shall have such powers and shall perform such duties as shall from time to time be designated by the Board of Directors.

          SECTION 8. ADDITIONAL POWERS OF OFFICERS. In addition to the powers specifically provided in these bylaws, each officer (including officers other than those referred to in these by-laws) shall have such other or additional authority and perform such duties as the Board of Directors may from time to time determine.

          SECTION 9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless otherwise directed by the Board of Directors, the President shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other Corporation.

-6-

ARTICLE V

INDEMNIFICATION OF
DIRECTORS AND OFFICERS

          SECTION 1. NATURE OF INDEMNITY. Subject to the provisions of Section 145 of the General Corporation Law of the State of Delaware as in effect from time to time:

                (1)       The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. The limitations in this bylaw shall prohibit such indemnification only to the extent that Section 145 of the General Corporation Law of the State of Delaware prohibits such indemnification.

                (2)      The Corporation shall also indemnify indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly

-7-

and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (3)      For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article V.

          SECTION 2. SUCCESSFUL DEFENSE. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2) of Section 1 of this Article V, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

          SECTION 3. DETERMINATION THAT INDEMNIFICATION IS PROPER. Except as provided in Section 2 of this Article V, any indemnification under Section 1 of this Article V, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (1) and (2) of Section 1 of this Article V. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination,:

          1.       by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or

          2.      by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or

          3.      if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

          4.      by the stockholders.

-8-

          SECTION 4. ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

          SECTION 5. SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the General Corporation Law of the State of Delaware are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

          The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorney’s fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article V, provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

          The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          SECTION 6. SEVERABILITY. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation

-9-

shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorney’s fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.

          SECTION 7. SUBROGATION. In the event of payment of indemnification to a person described in Section 1 of this Article V, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

          SECTION 8. NO DUPLICATION OF PAYMENTS. The Corporation shall not be liable under this Article V to make any payment in connection with any claim made against a person described in Section 1 of this Article V to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

          SECTION 9. INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

          SECTION 10. INTERPRETATION. For purposes of this Article V, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

-10-

ARTICLE VI

STOCK

          SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be issued to each stockholder, certifying the number of shares owned by him in the Corporation. Any of or all the signatures on the certificates may be facsimiles.

          SECTION 2. LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, and the directors may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

          SECTION 3. TRANSFER OF SHARES. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly indorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue or cause its transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

          SECTION 4. STOCKHOLDERS RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

-11-

ARTICLE VII

MISCELLANEOUS

          SECTION 1. DIVIDENDS. Subject to the provisions of the certificate of incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend, there may be set apart out of any funds of the Corporation available for dividends such sum as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.

          SECTION 2. SEAL. The corporate seal shall be circular in form and shall contain the name of the Corporation the year of its creation and the words “CORPORATE SEAL” and DELAWARE.” Persons authorized by the Board of Directors may use said seal by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          SECTION 3. FISCAL YEAR. The Corporation’s fiscal year shall be as determined by the Board of Directors.

          SECTION 4. CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by the Board of Directors.

          SECTION 5. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required to be given, personal notice shall not be necessary unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, first class mail (air-mail if to an address outside of the United States), postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the Corporation, in which case such notice shall be deemed given on the day of such mailing, unless it is notice of a directors’ meeting, in which case such notice shall be deemed given 5 days after the date of such mailing. Notice may also be given personally, against receipt, or by telegram, telex or similar communication and notice so given shall be deemed given when so delivered personally or when delivered for transmission.

          Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

          Whenever any notice whatsoever is required or permitted to be given under the provisions of any law, or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice,

-12-

whether before or after the time such notice is required to be given, shall be deemed equivalent thereto. A telegram, telex or similar communication waiving any such notice sent by a person entitled to notice shall be deemed equivalent to a waiver in writing signed by such person. Neither the business nor the purpose of any meeting need be specified in any waiver.

ARTICLE VIII

AMENDMENTS

          These By-Laws other than Article V may be amended by the Board of Directors of the Corporation at any regular meeting or at any special meeting the notice of which shall state that amendment of the By-Laws is to be one of the purposes of the meeting. Article V of these By-Laws shall only be amended or repealed and any other provision of these By-Laws or any amendments adopted by the Board may be amended, or repealed by the vote of the shareholders of the Corporation at any annual meeting or at any special meeting the notice of which shall state that amendment of the By-Laws is to be one of the purposes of the meeting, except no amendment of Section 5 of Article V which retroactively modifies the contract rights of a Director, officer, employee or agent may be effective without the consent of such person.

-13-

EX-4.1

	INCORPORATEDUNDER THE LAWS OF THE STATE OF DELAWARE
	YOOINC.
	COMMONSTOCK
	PAR VALUE $0.0001 EACH
THE CORPORATION WILL FURNISHWITHOUTCHARGE TO ANY SHAREHOLDER WHO SO REQUESTS THE POWERS,DESIGNATIONS, PREFERENCES AND RELATIVE,PARTICIPATING,OPTIONAL OR OTHERSPECIALRIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCESAND/ORRIGHTS
This is to Certify that		is the owner of
FULLY PAID AND NON-ASSESSABLESHARES OF COMMON STOCK OF
YOOINC.
transferable on the books of the Corporation by the holder hereof in person or by duly authorizedAttorney, upon surrender of this Certificate,properlyendorsed. Witness, the seal of the Corporation and the signatures of its duly authorizedofficers.
Dated:____________.
CHIEF EXECUTIVE OFFICER	THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS	SECRETARY
	SET FORTH ON THE BACK HEREOF.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-as tenants in common	UNIF GIFT MIN ACT -	Custodian
			(Cust.)	(Minor)
TEN ENT	-as tenants by the entireties		Under Uniform Gifts to Minors
JT TEN	- as joint tenants with right of		Act
	survivorship and not as tenants in common			(State)

Additional abbreviations may also be used though not in the above list.

For value received, _________________ hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

__________________________________________________ Shares of _____________

Common Stock, represented by the within Certificate, and do hereby irrevocably constitute and appoint

_________________________________ Attorney, to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated _________________ 20_________

In presence of

________________________________________

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH REGISTRATION IS NOT REQUIRED.

EX-5.1

Exhibit 5.1

June 3, 2008

VIA ELECTRONIC TRANSMISSION

YOO Inc.
45 Or Hachaim St.
Bnei Brak, Israel, 51527
Attn: Zvi Pessahc Frank, President

RE:      YOO Inc.; Form S-1 Registration Statement

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 ("Registration Statement") under the Securities Act of 1933, as amended ("Act"), filed by YOO Inc., a Delaware corporation ("Company"), with the Securities and Exchange Commission. The Registration Statement relates to the offer and sale by the selling stockholders named therein of up to 2,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents.

Based on our examination mentioned above, we are of the opinion that the Common Stock outstanding on the date hereofthat are being registered for resale by the selling stockholders of the Company are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

/s/ SRK Law Offices

EX-23.1