**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




(Mark
      One)




x
            
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the fiscal quarter ended**September
                30, 2008**o
            
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES
                EXCHANGE ACT OF 1934




For
      the
      transition period from ___________ to ___________




Commission
      File Number: **333-151381**




**YOO
      INC.**


(Name
      of
      small business issuer as specified in its charter)




**Delaware**
            **36-4620445**(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)




**45
      Or Hachaim St.**


**Bnei
      Brak, Israel, 51527**


_____________________________________________________________________




(Address
      of principal executive offices, including zip code)




Registrant’s
      telephone number, including area code: **(011)
      (972)-3-977-0201**




**_______________**




Indicate
      by check whether the registrant (1) filed all reports required to be filed
      by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.
         Yes **x** No




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




(Check
      one): Large accelerated filer  o Accelerated filer o Non-accelerated filer o Smaller
      reporting company x




Indicate
        by check mark whether the Registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
  YES x NO
        o
  The
        issuer had 6,000,000 shares of its common stock issued and outstanding as
        of
        November 4, 2008.









**Available
      Information**




Our
      Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
      on
      Form 8-K and all amendments to those reports that we file with the Securities
      and Exchange Commission, or SEC, are available at the SEC’s public reference
      room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
      information on the operation of the public reference room by calling the SEC
      at
      1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
      reports, proxy, and information statements and other information regarding
      reporting companies.




**TABLE
      OF CONTENTS**




**Page****PART
                I**ITEM
                1.
            
            Financial
                Statements
            3ITEM
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and
                Results of Operations
            12ITEM
                3.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            13ITEM
                4.
            
            Controls
                and Procedures
            13**PART
                II**ITEM
                1.
            
            Legal
                Proceedings
            14ITEM
                1A.
            
            Risk
                Factors
            14ITEM
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            14ITEM
                3.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            14ITEM
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            14ITEM
                5.
            
            Other
                Information
            14ITEM
                6.
            
            Exhibits
            15









**Cautionary
      Statement Concerning**


**Forward-Looking
      Statements**




USE
      OF
      NAMES




In
      this
      quarterly report, the terms “Yoo Inc.,” “Company,” “we,” or “our,” unless the
      context otherwise requires, mean Yoo Inc.




CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




This
      Quarterly Report on Form 10-Q and other reports that we file with the SEC
      contain statements that are considered forward-looking statements.
      Forward-looking statements give the Company’s current expectations, plans,
      objectives, assumptions, or forecasts of future events. All statements other
      than statements of current or historical fact contained in this annual report,
      including statements regarding the Company’s future financial position, business
      strategy, budgets, projected costs and plans and objectives of management for
      future operations, are forward-looking statements. In some cases, you can
      identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management
      believes,” “we believe,” “we intend,” and similar expressions. These statements
      are based on the Company’s current plans and are subject to risks and
      uncertainties, and as such the Company’s actual future activities and results of
      operations may be materially different from those set forth in the forward
      looking statements. Any or all of the forward-looking statements in this annual
      report may turn out to be inaccurate and as such, you should not place undue
      reliance on these forward-looking statements. The Company has based these
      forward-looking statements largely on its current expectations and projections
      about future events and financial trends that it believes may affect its
      financial condition, results of operations, business strategy and financial
      needs. The forward-looking statements can be affected by inaccurate assumptions
      or by known or unknown risks, uncertainties, and assumptions due to a number
      of
      factors, including:




o
      dependence on key
      personnel;




o
      competitive factors;




o
      degree of success of research and
      development programs




o
      the operation of our business;
      and




o
      general economic conditions in the
      United States and Israel.




These
      forward-looking statements speak only as of the date on which they are made,
      and
      except to the extent required by federal securities laws, we undertake no
      obligation to update any forward-looking statements to reflect events or
      circumstances after the date on which the statement is made or to reflect the
      occurrence of unanticipated events. In addition, we cannot assess the impact
      of
      each factor on our business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements. All subsequent written and oral forward-looking
      statements attributable to the Company or persons acting on its behalf are
      expressly qualified in their entirety by the cautionary statements contained
      in
      this Quarterly Report.




2




**PART
      I**




**Item
      1. Financial Statements.**




**YOO
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEETS (NOTE 2)**


**AS
      OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007**


**(Unaudited)**





**September 30,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)**
            
            **(Audited)****ASSETS****Current
                Assets:**Cash
                in bank
            
            $
            11,706
            
            $
            3,000Total
                current assets
            
            
            11,706
            
            
            3,000**Total
                Assets**
            
            $
            11,706
            
            $
            3,000**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)****Current
                Liabilities:**Accounts
                payable and accrued liabilities
            
            $
            24,805
            
            $
            -Total
                current liabilities
            
            
            24,805
            
            
            -Total
                liabilities
            
            
            24,805
            
            
            -**Commitments
                and Contingencies**
            
            
            -
            
            
            -**Stockholders'
                Equity (Deficit):**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
            
            
            400Additional
                paid-in capital
            
            
            49,800
            
            
            -Stock
                subscriptions receivable
            
            
            (400
            )
            
            (400
            )Paid
                subscriptions
            
            
            -
            
            
            3,000(Deficit)
                accumulated during development stage
            
            
            (63,099
            )
            
            -Total
                stockholders' equity (deficit)
            
            
            (13,099
            )
            
            3,000**Total
                Liabilities and Stockholders' Equity (Deficit)**
            
            $
            11,706
            
            $
            3,000





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





3





**YOO
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS (NOTE 2)**


**FOR
      THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008,
      AND**


**CUMULATIVE
      FROM INCEPTION (OCTOBER 31, 2007)**


**THROUGH
      SEPTEMBER 30, 2008**


**(Unaudited)**




**Three Months**
            
            **Nine Months****Ended**
            
            **Ended**
            
            **Cumulative****September 30,**
            
            **September 30,**
            
            **From****2008**
            
            **2008**
            
            **Inception****Revenues**
            
            $
            -
            
            $
            -
            
            $
            -**Expenses:**General
                and administrative-Professional
                fees
            
            
            8,383
            
            
            45,305
            
            
            45,305Consulting
            
            
            16,940
            
            
            16,940
            
            
            16,940Organization
                Costs
            
            
            -
            
            
            481
            
            
            481Bank
                Charges
            
            
            115
            
            
            373
            
            
            373Total
                general and administrative expenses
            
            
            25,438
            
            
            63,099
            
            
            63,099**(Loss)
                from Operations**
            
            
            (25,438
            )
            
            (63,099
            )
            
            (63,099
            )**Other
                Income (Expense)**
            
            
            -
            
            
            -
            
            
            -**Provision
                for income taxes**
            
            
            -
            
            
            -
            
            
            -**Net
                (Loss)**
            
            $
            (25,438
            )
            $
            (63,099
            )
            $
            (63,099
            )**(Loss)
                Per Common Share:**(Loss)
                per common share - Basic and Diluted
            
            $
            (0.00
            )
            $
            (0.01
            )**Weighted
                Average Number of Common Shares Outstanding - Basic and
                Diluted**
            
            
            6,000,000
            
            
            5,773,285




The
      accompanying notes to financial statements are


an
      integral part of these statements.





4





**YOO
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS (NOTE 2)**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND**


**CUMULATIVE
      FROM INCEPTION (OCTOBER 31, 2007)**


**THROUGH
      SEPTEMBER 30, 2008**


**(Unaudited)**





**Nine Months****Ended**
            
            **Cumulative****September 30,**
            
            **From****2008**
            
            **Inception****Operating
                Activities:**Net
                (loss)
            
            $
            (63,099
            )
            $
            (63,099
            )Adjustments
                to reconcile net (loss) to net cash provided by operating
                activities:Changes
                  in net liabilities-
            
            
            24,805
            
            
            24,805Accounts
                payable and
                accrued liabilites**Net
                Cash Used in Operating Activities**
            
            
            (38,294
            )
            
            (38,294
            )**Investing
                Activities:**Cash
                provided by investing activities
            
            
            -
            
            
            -**Net
                Cash Provided by Investing Activities**
            
            
            -
            
            
            -**Financing
                Activities:**Issuance
                of common stock for cash
            
            
            47,000
            
            
            50,000**Net
                Cash Provided by Financing Activities**
            
            
            47,000
            
            
            50,000**Net
                (Decrease) Increase in Cash**
            
            
            8,706
            
            
            11,706**Cash
                - Beginning of Period**
            
            
            3,000
            
            
            -**Cash
                - End of Period**
            
            $
            11,706
            
            $
            11,706**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.





5




YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


**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
      commenced limited 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 January 25, 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 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 Registration Statement on Form S-1
      was
      filed with the SEC on June 3, 2008, and declared effective on June 18,
      2008.





*Unaudited
      Interim Financial Statements*





The
      interim financial statements of the Company as of September 30, 2008, and for
      the nine months ended September 30, 2008 and cumulative from inception, are
      unaudited. However, in the opinion of management, the interim financial
      statements include all adjustments, consisting only of normal recurring
      adjustments, necessary to present fairly the Company’s financial position as of
      September 30, 2008, and the results of its operations and its cash flows for
      the
      nine months ended September 30, 2008, and cumulative from inception. These
      results are not necessarily indicative of the results expected for the calendar
      year ending December 31, 2008. The accompanying financial statements and notes
      thereto do not reflect all disclosures required under accounting principles
      generally accepted in the United States. Refer to the audited financial
      statements of the Company as of April 30, 2008, in its Registration Statement
      on
      Form S-1 filed with the SEC for additional information, including significant
      accounting policies.





*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.




6




YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


*Revenue
      Recognition*





The
      Company is in the development stage and has yet to realize revenues from
      operations. Once the Company has commenced full 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 September 30, 2008.





*Income
      Taxes*





The
      Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
      for Income Taxes”* (“SFAS
      No. 109”). Under SFAS No. 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 carry-forward 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 September 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.





*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
      September 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.




7




YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


*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 September 30, 2008 and December 31, 2007, and expenses for
      the
      period ended September 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 commenced limited
      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.





During
      the period ended 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 January 25, 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
      Registration Statement on Form S-1 was filed with the SEC on June 3, 2008,
      and
      declared effective on June 18, 2008.





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 September 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.


8




YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


**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 January 25, 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 Registration Statement on Form S-1
      was
      filed with the SEC on June 3, 2008, and declared effective on June 18,
      2008.




**4.**  **Income
      Taxes**





The
      provision (benefit) for income taxes for the period ended September 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
            
            $
            14,513
            
            $
            -Change
                in valuation allowance
            
            
            (14,513
            )
            
            -Total
                deferred tax provision
            
            $
            —
            
            $
            —




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




**2008**
            
            **2007**Loss
                carryforwards
            
            $
            14,513
            
            $
            -Less
                - Valuation allowance
            
            
            (14,513
            )
            
            -Total
                net deferred tax assets
            
            $
            —
            
            $
            —




9




YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


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





As
      of
      September 30, 2008, the Company had approximately $63,099 in tax loss
      carry-forwards that can be utilized in future periods to reduce taxable income,
      and expire in the year 2028.




**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.
      Commitments and Contingencies**





On
      July
      21, 2008, the Company entered into a Transfer Agent Agreement with Island
      Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”).
      Island Stock Transfer will act as the Company’s transfer agent and provide
      Edgarization services for the Company. Under the Agreement, the Company agreed
      to pay to Island Stock Transfer initial fees amounting to $2,000 and to issue
      25,000 shares of the Company’s common stock to Island Stock Transfer. In
      addition, the Company agreed to pay transaction fees in accordance with the
      fee
      schedule for services of Island Stock Transfer. The Company also has the right
      under the Agreement to repurchase the 25,000 shares of common stock from Island
      Stock Transfer for a period of 12 months for $10,000.





**7.**  **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.


10


YOO
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 SEPTEMBER
        30, 2008
 (Unaudited)


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 interest's
      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:





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.




11




**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operation** .




**General**




We
      are a
      development stage company with limited operations and no revenues from our
      business 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 12 months. We do not anticipate that we
      will generate significant revenues until we have commenced sales of our natural
      drink derived from coconut water to distributors and retailers in Israel.
      Accordingly, we must raise cash from sources other than our operations in order
      to implement our business plan. We may raise this additional capital either
      through debt or equity. No assurance can be given that such efforts will be
      successful. The Company has no specific plans at present for raising additional
      capital.




**Our
      Corporate History**




We
      were
      incorporated in the State of Delaware under the name Yoo Inc. on October 31,
      2007. We are a development stage company and we have commenced only limited
      operations. 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. Neither we, nor our
      officers, Directors, promoters, or affiliates, have 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
      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.




We
      do not
      currently have sufficient capital to operate our business, and we may require
      additional funding in the future to sustain our operations. There is no
      assurance that we will have revenues in the future or that we will be able
      to
      secure the necessary funding to develop our business.




**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 Yoo Juice to bodega-type stores, food markets, grocery stores, bars
      and
      nightclubs, and fitness centers in Israel.




We
      intend
      to 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.


12




**Results
      of Operations**




**Revenues**




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




**Expenses**




Our
      expenses for the three month period ended September 30, 2008 were $25,438.
      Our
      expenses for the nine month period ended September 30, 2008 were $63,099 and
      since our inception were $63,099. These expenses were comprised primarily of
      general and administrative, consulting, and legal and accounting expenses,
      as
      well as banking fees.




**Net
      Income (Loss)**




Our
      net
      loss for the three month period ended September 30, 2008 was $25,438. Our net
      loss for the nine month period ended September 30, 2008 was $63,099. During
      the
      period from October 31, 2007 (date of inception) through September 30, 2008,
      we
      incurred a net loss of $63,099. This loss consisted primarily of administrative
      expenses. Since inception, we have sold 6,000,000 shares of common stock.




**Liquidity
      and Capital Resources**




Our
      balance sheet as of September 30, 2008, reflects assets of $11,706. 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**




The
      financial statements contained herein for the fiscal quarter ended September
      30,
      2008, have been prepared on a “going concern” basis, which contemplates the
      realization of assets and the satisfaction of liabilities in the normal course
      of business. For the reasons discussed herein and in the footnotes to our
      financial statements included herein, there is a significant risk that we will
      be unable to continue as a going concern.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements.




**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk.**




None.




**Item
      4. Controls and Procedures** .




**Disclosure
      Controls and Procedures**




Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, we have evaluated the
      effectiveness of our disclosure controls and procedures, as defined in Rule
      13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the
      end
      of the period covered by this quarterly report. Based on that evaluation, these
      officers concluded that our disclosure controls and procedures were effective
      as
      of September 30, 2008.


13




**Internal
      Control over Financial Reporting**




There
      has
      been no change in our internal control over financial reporting, as defined
      in
      Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during
      the
      quarter ended September 30, 2008 that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




In
      the
      ordinary course of business, our internal control over financial reporting
      changes as we modify and enhance our processes and information technology
      systems to meet changing needs and increase our efficiency. Any significant
      changes in internal controls are evaluated prior to implementation to help
      maintain the continued effectiveness of our internal control. While changes
      have
      occurred in our internal controls during the quarter ended September 30, 2008,
      there were no changes that materially affected, or are reasonably likely to
      materially affect, our internal control over financial reporting.




**PART
      II**




**Item
      1. Legal Proceedings.**




None.




**Item
      1A. Risk Factors.**




There have been no material changes from the risk factors disclosed in our
      S-1
      filed on June 3, 2008.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**




None.




**Item
      3. Defaults Upon Senior Securities.**




None.




**Item
      4. Submission of Matters to a Vote of Security Holders.**




None.




**Item
      5. Other Information.**




None.


14




**Item
      6. Exhibits.**




Exhibit
                No.
            
            Description3.1
            
            Articles
                of Incorporation. (Attached as an exhibit to our Registration Statement
                on
                Form S-1 originally filed with the SEC on June 3, 2008, and incorporated
                herein by reference.)3(ii)
            
            Bylaws.
                (Attached as an exhibit to our Registration Statement on Form S-1
                originally filed with the SEC on June 3, 2008, and incorporated herein
                by
                reference.)31.1
            
            Certification
                of Zvi Pessahc Frank pursuant to Rule 13a-14(a).31.2
            
            Certification
                of Moshe Nachum Bergshtein pursuant to Rule 13a-14(a).32.1
            
            Certification
                of Zvi Pessahc Frank pursuant to 18 U.S.C Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            
            Certification
                of Moshe Nachum Bergshtein pursuant to 18 U.S.C Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this Report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**YOO,
                INC.**By:
            /s/
                Zvi Pessahc FrankZvi
                Pessahc Frank President and DirectorPrincipal
                Executive OfficerDate November 12, 2008




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      Report has been signed below by the following persons on behalf of the
      Registrant and in the capacities indicated.




Signatures
            
            Title
            
            Date/s/
                Zvi Pessahc Frank
            
            President
                and Director
            
            November
                12, 2008Zvi
                Pessahc Frank/s/
                Moshe Nachum Bergshtein
            
            Chief
                Financial Officer and Director
            
            November
                12, 2008Moshe
                Nachum Bergshtein




15