Israel Investment - Public Offering for IsRoil Brands Inc. Required Documentation for Reg A and Form U7 of SEC code

Exact name of Company as set forth in Charter: IsRoil Brands Inc.
Type of securities offered: Common Stock
Maximum number of securities offered: 100,000.Shares
Minimum number of securities offered: 1000Shares
Price per security: $ 5.00
Total proceeds: If maximum sold: $500,000.
If minimum sold: $5000.
(For Use of Proceeds and Offering Expenses, see Questions Nos. 9 and 10.)
Is a commissioned selling agent selling the securities in this offering? No
If yes, what percent is commission of price to public? n/a
Is there compensation to selling agents? No
Is there a finders' fee or similar payment to any person? No (See question 22.)
Is there an escrow of proceeds until minimum is obtained? No
Is this offering limited to members of a special group, such as employees of the Company or
individuals? (See Question 25.) No
Is transfer of the securities restricted? (See Question 25.) No

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE QUESTION NO. 2 FOR THE RISK FACTORS THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS OFFERING. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

This company:
Has never conducted operations
Is in the development stage
√ Is currently conducting operations
Has shown a profit in the last fiscal year
Other (specify)

This offering has been registered for offer and sale in the following states: Florida

NOTE: THIS SMALL CORPORATE OFFERING REGISTRATION FORM U-7 IS IN QUESTION AND ANSWER FORMAT. THESE QUESTIONS AND ANSWERS ARE ORGANIZED UNDER GENERAL TOPIC HEADINGS. THIS DOCUMENT IS SUPPLIED AS AN AIDE TO UNDERSTANDING THE QUESTIONS THAT NEED TO BE ANSWERED IN SCOR OFFERINGS. THIS DOCUMENT DOES NOT CONSTITUTE LEGAL ADVICE AND ANY PERSON OR PERSONS DESIRING TO FILE SCOR OFFERINGS SHOULD SEEK COMPETENT LEGAL AND ACCOUNTING ADVICE PRIOR TO DOING SO.

THE COMPANY
QUESTION 1

Exact corporate name: IsRoil Brands Inc.
State and date of incorporation: Florida 12-27-2004
Incorporated in the State of Florida on 12-27-2004.
Street address of principal office: 1400 NW 13th St. Boca Raton, FL 33486
Company telephone:

561-350-7567

Fiscal year:January 1 Through December 31Person to contact at Company with respect to offering:Jay ShapiroDescription of Business: Olive Oil Marketing Company.
RISK FACTORS - Fairly New Business
QUESTION 2

Dependence on its Key Executive

The offering price of the shares has been arbitrarily determined by the Company and does not
bear any relationship to book value, assets, earnings, or any other accepted criterion of value.
The offering price should not be regarded as an indication of any future market price of the
securities offered hereby.

Illiquidity - Lack of Market for Common Stock
At the present time there is no public market for the common stock offered hereby and there
can be no assurance that such a market can be developed and, if developed, sustained.
Accordingly, purchasers f the securities offered hereby may not be able to resell any of them
should they need to do so in an emergency or otherwise wish to do so.

Competition
Management anticipates that if the Company's first in the market advantage will not be maintained for long. The company will likely face intense competition from well-financed, companies utilizing similar
sales and marketing strategies.

Limited Working Capital
The Company is dependent on the proceeds of this offering in order to initiate
commercialization of its services and commence its operations. Accordingly, it may not be
possible for management to operate or maintain the Company's operations adequately
without additional working capital. If additional funds are required, there is no assurance that
such funds will be available.

Risks of Low-Priced Stocks
There is currently no public market for the Company's Common Stock, and no assurance that
one will develop after completion of this offering. Neither the Company nor any broker or
dealer is under obligation to create a secondary market in the shares of Common Stock
offered hereby.
The Securities and Exchange Commission (the "SEC" or "Commission") has adopted
regulations which define a "penny stock" to be an equity security that has a market price (as
therein defined) of less than $5.00 per share subject to certain exceptions. Trading in penny
stocks is subject to more restrictions than trading in other equity securities. If the Common
Stock offered hereby trades at less than $5.00 per share after the completion of this offering,
it will probably be considered a penny stock. In that event, it will be more difficult for a
trading market in the Common Stock to develop or, if developed, to be sustained.

Non-Registration in Certain Jurisdictions
The securities offered hereby are registered only in the states indicated in this Disclosure
Document and are being sold pursuant to an exemption from registration under the U.S.
Securities Act of 1933, as amended. These securities are not registered in any other states and
transfers to residents of other states must be made pursuant to registration or an exemption
from registration in the transferee's state.

"Best Efforts" Offering.
The offering of the Company's shares is being conducted on a "best-efforts" basis. No
underwriter, placement agent, or other person has contracted with the Company to purchase
or sell all, or a portion of, the securities offered hereby and there is no assurance that the
Company can sell all or any of the securities.

No Payment of Dividends
The Company has not paid any dividends and does not anticipate that dividends will be paid
in the foreseeable future.

Dilution
This offering involves immediate substantial dilution of the book value of the Common Stock
offered hereby from the offering price of $5.00 per share. Such dilution will be $3.25 per
share if the maximum number of shares offered hereby are sold. In addition, upon the sale of
the maximum number of shares offered hereby, the purchasers will have invested $500,000,
will have assumed virtually all of the financial risks through purchase of the shares, and will
own 40 percent of the outstanding shares of Common Stock of the Company, while the
present shareholders will have invested only $100. (and five years of time and effort) and will own 60 percent of the outstanding
shares of Common Stock of the Company.

NOTE: IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT
FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS
OFFERING CIRCULAR POTENTIAL INVESTORS SHOULD KEEP IN MIND OTHER
POSSIBLE RISKS THAT COULD BE IMPORTANT.

BUSINESS AND PROPERTIES
QUESTION 3
With respect to the business of the Company and its properties:

QUESTION 3A
Description of the business

"IsRoil is dedicated to sharing the rich heritage of Israeli olive oil and its profound effects on society. IsRoil imports and markets Israeli extra virgin olive oil in the United States. By offering a top notch, high quality, Israeli product we are able to promote: a healthy lifestyle, cultural & religious understanding, and the advancement of culinary expertise. We feel that our values will be reinforced by our good taste"

QUESTION 3B
Developed and on the market.

QUESTION 3C
Description of the industry and competition

QUESTION 3D
Marketing strategy and major customers

QUESTION 3E
Impact of backlog

n/QUESTION 3F

Number and type of employees

QUESTION 3G
Description of properties owned or to be acquired

QUESTION 3H
Dependence on intellectual property

None. We own our trademark.

QUESTION 3I
Nature and impact of governmental regulation

None

QUESTION 3J
Description of subsidiaries

n/a

QUESTION 3K
Corporate history

MILESTONES
QUESTION 4A
Strategy to achieve profitability

QUESTION 4B
Impact of delayed or failed milestones

OFFERING PRICE FACTORS

If the securities offered are common stock or are exercisable for or convertible into common stock, the following factors may be relevant to the price at which the securities are being offered.

QUESTION 5
Earnings per share
n/a

QUESTION 6
Price/earnings multiple
n/a

QUESTION 7A
What is the net tangible book value of the Company? Startup

QUESTION 7B
n/a

QUESTION 8A
What percentage of the outstanding shares of the Company will the investors in this offering have? 50%
If the maximum is sold: 50%
If the minimum is sold: less than 5%

QUESTION 8B
What post-offering value is management implicitly attributing to the entire Company by establishing the price per security set forth on the cover page (or exercise or conversion price if common stock is not offered?) (Total outstanding shares after offering times offering price, or exercise or conversion price if common stock is not offered.) (For above purposes, assume outstanding options are exercised in determining "shares" if the exercise prices are at or less than the offering price. All convertible securities, including outstanding convertible securities, shall be assumed converted and any options, warrants, or rights in this offering shall be assumed exercised.)

These values also assume an increase in cash in the Company by the amount of any cash payments that would be made upon cash exercise of options, warrants, or rights included in the calculations. The amount of such cash would be $ .

.

USE OF PROCEEDS
QUESTION 9A
Use of Proceeds table

The following table sets for the use of the proceeds from this offering
If Minimum Sold $5000. If Maximum Sold $500000.
Amount 1% Amount 50%
Total Proceeds 100 100
Less: Offering Expenses n/a
Commissions and Finders Fees n/a
Legal and Accounting n/a
Copying and Advertising - already paid for.
Consultants n/a
Net Proceeds from Offering $500,000.
Use of Net Proceeds - Inventory
Advertising Products - In house agency and PR.
Manufacturing space - Dual use space.

Total Use of Proceeds - Inventory and marketing.

QUESTION 9B
Allocations prioritized

No minimum. Priority on inventory and marketing.

NOTE: AFTER REVIEWING THE PORTION OF THE OFFERING ALLOCATED TO THE PAYMENT
OF OFFERING EXPENSES, AND TO THE IMMEDIATE PAYMENT TO MANAGEMENT AND PROMOTERS OF ANY FEES, REIMBURSEMENTS, PAST SALARIES OR SIMILAR PAYMENTS, A POTENTIAL INVESTOR SHOULD CONSIDER WHETHER THE REMAINING PORTION OF HIS INVESTMENT, WHICH WOULD BE THAT PART AVAILABLE FOR FUTURE DEVELOPMENT OF THE COMPANY'S BUSINESS AND OPERATIONS, WOULD BE ADEQUATE.

QUESTION 10A
Other sources of funds

n/a

QUESTION 10B
Repayment of debt

n/a

QUESTION 10C
Acquisition of assets

Inventory

QUESTION 10D
Reimbursement of insiders

None.

QUESTION 11
Cash flow requirements

The company is debt free and in a position to seek growth and high profit revenue undertakings.

QUESTION 12
No Sweat.

CAPITALIZATION n/a as we are in startup phase.
QUESTION 13
0

Amount Outstanding
As Adjusted
As of Minimum Maximum
Debt:
Short-term debt (average
interest rate 0%)
Long- term debt (average
interest rate 8%)
Total Debt
Stockholders equity
(deficit):
Preferred stock - par
or stated value (by
class of preferred in
order of
preferences)
Common stock--par
or stated value $500,000.
Additional paid in capital
Retained earnings (deficit) n/a
Total stockholders
equity (deficit)
Total Capitalization

Number of preferred shares authorized to be outstanding: 0
Class of Preferred Number of Shares Par Value Per
Authorized Share
$
$
$

Number of common shares authorized: shares. Par or stated value per share, if any: $

Number of common shares reserved to meet conversion requirements or for the issuance upon exercise of options,

warrants, or rights: shares.

DESCRIPTION OF SECURITIES
QUESTION 14
TYPE OF SECURITIES OFFERED
The securities being offered hereby are:
Common Stock
Preferred or Preference Stock NONE.
Notes or Debentures NONE.
Units of two or more types of securities, composed of: NONE.

Other:
QUESTION 15 Special rights These securities have:NoCumulative voting rightsNoOther special voting rightsNoPreemptive rights to purchase in new issues of sharesNoPreference as to dividends or interestNoPreference upon liquidationNoOther special rights or preferences (specify).

Yes

Yes

Yes

Yes

Yes

Yes

QUESTION 16
Convertible Securities

Are the securities convertible?
No.
If so, state conversion or formula.
Date when conversion becomes effective:

QUESTION 17( a)(1)
Interest rates

If securities are notes or other types of debt securities:
What is the interest rate? 25% if applicable.

QUESTION 17( a)(2)
n/a

What is the maturity date? If serial maturity dates, describe:

QUESTION 17( a)(3)
Sinking fund

Is there a mandatory sinking fund? No
Describe:

QUESTION 17( a)(4)
Trust indentures

Is there a trust indenture? No
Name, address and telephone number of trustee:
Name:
Address:
City, State Zip
Telephone No. ( ) -

QUESTION 17( a)(5)
Terms of call or redemption rights

Are the securities callable or subject to redemption? Yes
Describe, including redemption prices: $8.

QUESTION 17( a)(6)
Collateralized securities

Are the securities collateralized by real or personal property?
No.

QUESTION 17( a)(7)
Subordinated securities

non-subordinated.

How much indebtedness shares in right of payment on an equivalent (Parei Passu) basis? How much indebtedness is junior (subordinated) to the securities? None.

QUESTION 17B
Debt service coverage: Earnings to Fixed charges n/a

NOTE: CARE SHOULD BE EXERCISED IN INTERPRETING THE SIGNIFICANCE OF THE RATIO OF EARNINGS TO FIXED CHARGES AS A MEASURE OF THE "COVERAGE" OF DEBT SERVICE, AS THE EXISTENCE OF EARNINGS DOES NOT NECESSARILY MEAN THAT THE COMPANY'S LIQUIDITY AT ANY GIVEN TIME WILL PERMIT PAYMENT OF DEBT SERVICE REQUIREMENTS TO BE TIMELY MADE SEE QUESTION NOS. 11 AND 12. SEE ALSO THE FINANCIAL STATEMENTS AND ESPECIALLY THE STATEMENT OF CASH FLOWS.

QUESTION 18
Description of preferred stock None.

If securities are Preference or Preferred stock:
Are unpaid dividends cumulative? No
Are securities callable? Yes
Explain: Callable at $8. per share if they are trading for less than that amount or at face value.

QUESTION 19
Restrictions on payment of dividends. None.

QUESTION 20
Dividend Coverage

0

PLAN OF DISTRIBUTION
QUESTION 21
None. Although we are open to working with a securities selling agent.
Name:
Address:
City, State Zip
Telephone No. ( ) -

QUESTION 22
Compensation

Open to suggestions.

QUESTION 23
Material relationships with the company

n/a

NOTE: AFTER REVIEWING THE AMOUNT OF COMPENSATION TO THE SELLING AGENTS OR
FINDERS FOR SELLING THE SECURITIES, AND THE NATURE OF ANY RELATIONSHIP BETWEEN THE SELLING AGENTS OR FINDERS AND THE COMPANY, A POTENTIAL INVESTOR SHOULD ASSESS THE EXTENT TO WHICH IT MAY BE INAPPROPRIATE TO RELY UPON ANY RECOMMENDATION BY THE SELLING AGENTS OR FINDERS TO BUY THE SECURITIES.

QUESTION 24
Offers by company personnel

Name: Jay Shapiro

Address: 1400 NW 13th St.
Boca Raton, FL 33486
Telephone No. (561)350-7567

QUESTION 25
Offering limitation and or resale restrictions

None.

Will the certificates bear a legend notifying holders of such restrictions? n/a

No

QUESTION 26( a)
Terms of escrow

n/a

QUESTION 26(b)
n/a

QUESTION 27
Resale restrictions on outstanding shares

None.

NOTE: EQUITY INVESTORS SHOULD BE AWARE THAT UNLESS THE COMPANY IS ABLE TO
COMPLETE A FURTHER PUBLIC OFFERING OR THE COMPANY IS ABLE TO BE SOLD FOR CASH OR MERGED WITH A PUBLIC COMPANY THAT THEIR INVESTMENT IN THE COMPANY MAY BE ILLIQUID INDEFINITELY.

DIVIDENDS, DISTRIBUTIONS, AND REDEMPTIONS
QUESTION 28
n/a Startup Company.

OFFICERS AND KEY PERSONNEL OF THE COMPANY

QUESTION 29
Chief Executive Officer: James Shapiro
Name: James I. Shapiro
Age: 34
Title: CEO
Office Street Address: 1400 NW 13th St.
Telephone No.: (561)350-7567
Founder and Publisher of Mondo 2000 to 2001. Launched and managed a newspaper. Responsabilities included design, journalism, sales, distribution coordination and networking within the Italian community. Founder: IsRoil Brand Olive Oil started in 2001 and has been an ongoing project ever since.

Education: AABA Rasmussen Business College 1993. English Professor Universidad de Los Andes - Merida, Venezuela 1998.
Also a Director of the Company? Yes.

Indicate amount of time to be spent on Company matters if less than full time: Full time.

QUESTION 30
Chief Operating Officer: Same
Name:
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

QUESTION 31
Chief Financial Officer: Same
Name:
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

QUESTION 32
Other Key Personnel: n/a
Name:
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:
Name:
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of
job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

NOTE: THE TERM "KEY PERSONNEL" MEANS PERSONS SUCH AS VICE PRESIDENTS,
PRODUCTION MANAGERS, SALES MANAGERS, OR RESEARCH SCIENTISTS AND SIMILAR PERSONS, WHO ARE NOT INCLUDED ABOVE, BUT WHO MAKE OR ARE EXPECTED TO MAKE SIGNIFICANT CONTRIBUTIONS TO THE BUSINESS OF THE COMPANY, WHETHER AS EMPLOYEES, INDEPENDENT CONTRACTORS, CONSULTANTS, OR OTHERWISE.

DIRECTORS OF THE COMPANY
QUESTION 33
Number of Directors: 1 key person for all director positions.
Self elected anually.

QUESTION 34
Information concerning outside or other Directors (i.e., those not described above
Name: n/a
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

Name:
Age:
Title:
Office Street Address:
Telephone No.:
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

Name:
Age:
Title:
Office Street Address:
Telephone No.: ( ) -
Names of employers, titles and dates of positions held during past five years with an indication of job responsibilities.
Education (degrees, schools, and dates):
Also a Director of the Company?
Yes No
Indicate amount of time to be spent on Company matters if less than full time:

QUESTION 35A
Have any of the Officers or Directors ever worked for or managed a company (including a separate subsidiary or division of a larger enterprise) in the same business as the Company? Yes the founder managed a marketing company.

QUESTION 35B
n/a

QUESTION 35C
The founder has extensive experience starting small businesses.

QUESTION 35D
n/a

QUESTION 35E
n/a

QUESTION 36
n/a

NOTE: AFTER REVIEWING THE INFORMATION CONCERNING THE BACKGROUND OF THE COMPANY'S OFFICERS, DIRECTORS, AND OTHER KEY PERSONNEL, POTENTIAL INVESTORS SHOULD CONSIDER WHETHER OR NOT THESE PERSONS HAVE ADEQUATE BACKGROUND AND EXPERIENCE TO DEVELOP AND OPERATE THIS COMPANY AND TO MAKE IT SUCCESSFUL. IN THIS REGARD, THE EXPERIENCE AND ABILITY OF MANAGEMENT ARE OFTEN CONSIDERED THE MOST SIGNIFICANT FACTORS IN THE SUCCESS OF A BUSINESS.

PRINCIPAL STOCKHOLDERS
QUESTION 37
Principal owners of the Company (Those who beneficially own directly or indirectly 10% or more of the common and preferred stock presently outstanding) starting with the largest common stockholder. Include separately all common stock issuable upon conversion of convertible securities (identifying them by asterisk) and show average price per share as if conversion has occurred. Indicate by footnote if the price paid was for a consideration other than cash and the nature of any such consideration.

Class ofAvg.No. Of% ofNo. Of Shares% ofSharesPrice PerSharesTotalHeld AfterTotalShareNow Held Offering if All Securities Sold

Name: Common $. % %
Stock
Voting
Office Street Address:
Telephone No.
Principal Occupation:

Name: Common $. % %
Stock
Voting
Office Street Address:
Telephone No.
Principal Occupation:

Name: Common $ . % %
Stock
Voting
Office Street Address:
Telephone No. ( ) -
Principal Occupation:

FORM U-7 QUESTION 38

Number of shares beneficially owned by Officers and Directors as a group: Before offering: shares (% of total outstanding). After offering: a) Assuming minimum securities sold: shares (% of total outstanding); b) Assuming maximum securities sold: shares (% of total outstanding). (Assumes all options exercised and all convertible securities converted.) n/a

MANAGEMENT RELATIONSHIPS, TRANSACTIONS, AND
REMUNERATION

QUESTION 39A
If any of the Officers, Directors, key personnel, or principal stockholders are related by blood or marriage, please describe. n/a

QUESTION 39B
If the company has made loans to or is doing business with any of its Officers, Directors, key personnel, or 10% stockholders, or any of their relatives (Or any entity controlled directly or indirectly by any such persons) within the last two years, or proposes to do so within the future, explain. (This includes sales or lease of goods, property, or services to or from the Company, employment or stock purchase contracts, etc.) State the principal terms of any significant loans, agreements, leases, financing, or other arrangements. n/a

QUESTION 39C
If any of the Company's Officers, Directors, key personnel, or 10% stockholders has guaranteed or co-signed any of the Company's bank debt or other obligations, including any indebtedness to be retired from the proceeds of this offering, explain and state the amounts involved. n/a

QUESTION 40A
List all remuneration by the Company to Officers, Directors, and key personnel for the last fiscal year. 0

QUESTION 40B
If remuneration is expected to change or has been unpaid in prior years, explain. n/a

QUESTION 40C
If any employment agreements exist or are contemplated, describe. n/a

QUESTION 41A
Number of shares subject to issuance under presently outstanding stock purchase agreements, stock options, warrants or rights: 100,000 shares (50% of total share to be outstanding after the completion of the offering if all securities sold, assuming exercise of options and conversion of convertible securities). Indicate which have been approved by shareholders. State the expiration dates, exercise prices, and other basic terms for these securities.

0

QUESTION 41B
Number of common shares subject to issuance under existing stock purchase or option plans but not yet covered by outstanding purchase agreements, options, or warrants: shares. 0

QUESTION 41C
Describe the extent to which future stock purchase agreements, stock options, warrants, or rights must be approved by shareholders. Must be 100% approved by board of directors.

QUESTION 42
If the business is highly dependent on the services of certain key personnel, describe any arrangements to assure that these persons will remain with the company and not compete upon any termination. IsRoil Olive Oil is considered to be a G-d chosen career by its founder Jay Shapiro.

NOTE: AFTER REVIEWING THE ABOVE, POTENTIAL INVESTORS SHOULD CONSIDER
WHETHER OR NOT THE COMPENSATION TO MANAGEMENT AND OTHER KEY PERSONNEL DIRECTLY OR INDIRECTLY, IS REASONABLE IN VIEW OF THE PRESENT STAGE OF THE COMPANY'S DEVELOPMENT.

LITIGATION
QUESTION 43
Describe any past, pending, or threatened litigation or administrative action which has had or may have a material effect on the Company's business, financial condition, or operations, including any litigation or action involving the Company's Officers, Directors, or other key personnel. State the names of the principal parties, the nature and current status of the matters, and amounts involved. Give an evaluation by management or counsel, to the extent feasible, of the merits of the proceedings or litigation and the potential impact on the Company's business,
financial condition, or operations. n/a

FEDERAL TAX ASPECTS
FORM U-7 QUESTION 44
If the Company is an S corporation under the Internal Revenue Code of 1986, and it is anticipated that any significant tax benefits will be available to investors in this offering, indicate the nature and amount of such anticipated tax benefits and the material risks for their disallowance. Also, state the name, address, and telephone number of any tax advisor that has passed upon these tax benefits. Attach any opinion or description of the tax consequences of an investment in the securities by the tax advisor. Name of tax advisor, address, telephone number.

is a Subchapter S Corporation, it is not a "C" Corporation.

Under new Section 1202 of the Internal Revenue Code of 1986, a noncorporate taxpayer may exclude 50 percent of the taxpayers' gain on the disposition of "qualified small business stock" ("QSBS") received on original issuance from the issuer and held more than five years (with certain carryover rules for gifts, death transfers, and transfers to owners of pass-through entities). Generally, the exclusion is limited to the greater of $5 million with respect to any issuer or five times the adjusted basis of the investor's QSBS. One-half of the excluded gain is treated as a tax preference in the calculation of the alternative minimum tax. The QSBS issuer must have under $50 million of assets after the stock issuance. The QSBS must be acquired by the taxpayer from the issuer in exchange for money, property (other than stock) or services (other than the services of an investment banker). Stock of numerous businesses are excluded from QSBS status including (a) the performance of services in the fields of "performing arts" and (b) "any trade or business where the principal asset of such trade or business is the reputation or skill of one or more of its employees." For the exclusion to be available, the QSBS issuer must comply with extensive rules including limitations on holdings of real estate, stock, and securities, and other working capital for "substantially all" the taxpayer's holding period. There are extensive anti-abuse provisions (e.g., to preclude repurchases of the stock by the QSBS issuer and to preclude short sales before the five-year holding period is satisfied). Aggregation rules exist for parent-subsidiary controlled groups. Investors should consult their own tax advisors as to the application of these provisions (and other tax law issues) with respect to their own particular circumstances.

NOTE: POTENTIAL INVESTORS ARE ENCOURAGED TO HAVE THEIR OWN PERSONAL TAX
CONSULTANT CONTACT THE TAX ADVISOR TO REVIEW DETAILS OF THE TAX BENEFITS AND THE EXTENT THAT THE BENEFITS WOULD BE AVAILABLE AND ADVANTAGEOUS TO THE PARTICULAR INVESTOR.

MISCELLANEOUS FACTORS

QUESTION 45
Describe any other material factors, either adverse or favorable, that will or could affect the Company or its business (for example, discuss any defaults under major contracts, any breach of bylaw provisions, etc.) or which are necessary to make any other information in this Disclosure Document not misleading or incomplete. n/a

FINANCIAL STATEMENTS
QUESTION 46
Attach reviewed or audited financial statements for the last fiscal year and unaudited financial statements for any interim periods thereafter. If since the beginning of the last fiscal year the Company has acquired another business the assets or net income of which were in excess of 20% of those for the Company, show pro forma combined financial statements as if the acquisition had occurred at the beginning of the Company's last fiscal year. n/a = startup company.

THE COMPANY DOES HEREBY AGREE TO PROVIDE INVESTORS IN THIS OFFERING FOR FIVE YEARS (OR SUCH LONGER PERIOD AS REQUIRED BY LAW) HEREAFTER ANNUAL FINANCIAL REPORTS CONTAINING A BALANCE SHEET AS OF THE END OF THE COMPANY'S FISCAL YEAR AND A STATEMENT OF INCOME FOR SAID FISCAL YEAR, ALL PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND ACCOMPANIED BY AN INDEPENDENT ACCOUNTANT'S REPORT. IF THE COMPANY HAS MORE THAN 100 SECURITY HOLDERS AT THE END OF THE FISCAL YEAR, THE FINANCIAL STATEMENTS SHALL BE AUDITED.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF CERTAIN RELEVANT FACTORS

QUESTION 47
If the Company's financial statements show losses from operations, explain the causes underlying these losses and what steps the Company has taken or is taking to address these causes. n/a

QUESTION 48
Describe any trends in the Company's historical operating results. Indicate any changes now occurring in the underlying economics of the industry or the Company's business which, in the opinion of Management, will have a significant impact (either favorable or adverse) upon the Company's results of operations within the next 12 months, and give a rough estimate of the probable extent of the impact, if possible.

The industry is shifting towards a high end organic gourmet olive oil industry which is exactly what IsRoil's founder predicted five years ago.

QUESTION 49
Gross margin

If the Company sells a product or products and has had significant sales during its last fiscal year, state the existing gross margin (net sales less cost of such sales as presented in accordance with generally accepted accounting principles) as a percentage of sales for the last fiscal year: .What is the anticipated gross margin for next year of operations? Approximately %. If this is expected to change, explain. Also, if reasonably current gross margin figures are available for the industry, indicate these figures and the source or sources from which they are obtained. 1000%

QUESTION 50
Foreign sales

2% but to grow to 10% within two years as the value of the U.S. dollar is brought down by the current administration with intention to shrink the trade deficit. IsRoil plans to capitalize on a week dollar.

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___James Shapiro______________

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___James Shapiro______________

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