U. S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 10-Q/AAmendment No. 1

(Mark One)

|[X] | QUARTERLY REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934
                                   For
      the fiscal quarter endedJune 30, 2008     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                             
|    |                                                                                                                                                                                             
|[ ] | TRANSITION REPORT PURSUANT
      TO SECTION 13 OR 15(D) OF THE 
      SECURITIES 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. Employer   
|incorporation 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.       YesXNo

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 fileroNon-accelerated fileroSmaller reporting companyx

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES X     NO
____



---

The issuer had 6,000,000 shares of its common stock issued and outstanding as of August 6, 2008.

Explanatory Note

Yoo Inc. (the Company) is filing this Amendment No. 1 to Form 10-Q for the period ended June 30, 2008, which was originally filed August 7, 2008, to revise the indication of the Company as a shell company. This Form
10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update any disclosures that may have been affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures
made at the time of the filing of the Form 10-Q (which continues to speak as of the date thereof). Please read all of our filings with the Commission in conjunction with this Form 10Q/A.







---

PART II

Item 6. Exhibits.



|Exhibit No. | Description                                                                                                                                                                                         
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                     
|3.1         | Articles of Incorporation. (Attached
        as an exhibit to our Registration Statement on Form SB-2 originally filed
    with the SEC on December 19, 2007, and incorporated herein by reference.)
|            |                                                                                                                                                                                                     
|3(ii)       | Bylaws. (Attached as an exhibit
        to our Registration Statement on Form SB-2 originally filed with the
    SEC on December 19, 2007, and incorporated herein by reference.)                   
|            |                                                                                                                                                                                                     
|31.1        | Certification
    of Zvi Pessahc Frank pursuant to Rule 13a-14(a). (filed herewith)                                                                                                                 
|            |                                                                                                                                                                                                     
|31.2        | Certification
    of Moshe Nachum Bergshtein pursuant to Rule 13a-14(a). (filed herewith)                                                                                                           
|            |                                                                                                                                                                                                     
|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. (filed herewith)                            
|            |                                                                                                                                                                                                     
|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. (filed herewith)                      
|            |                                                                                                                                                                                                     









---

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:      
|                     |          
|                     |          
|                     |          
|Date August 19, 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               | August 19, 2008
|Zvi Pessahc Frank          |                                      |                
|                          
|/s/Moshe Nachum Bergshtein | Chief Financial Officer and Director | August 19, 2008
|Moshe Nachum Bergshtein    |                                      |                





---