**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K**








ý
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE****ACT
                OF 1934**




For
      the
      year ended January 31, 2008


or





 ̈
            **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 000-52719**





**LIFESCIENCES
      OPPORTUNITIES INCORPORATED**


(Exact
      name of registrant as specified in its charter)





**Florida**
            
            **20-0594204**(State
                or Other Jurisdiction
            
            (I.R.S.
                Employerof
                Incorporation or Organization)
            
            Identification
                No.)





**8500
                Wilshire Boulevard, Suite 105, Beverly Hills,
                California**
            
            **90211**(Address
                of Principal Executive Office)
            
            (Zip
                Code)





**(310)
      659-5101**


(Registrant’s
      telephone number, including area code)




____________________________________________________________________


(Former
      name or former address, if changed since last report)





**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act:**





Common
      Stock, par value $0.0001





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes  ̈ No ý





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes  ̈ No ý





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 ý No  ̈





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.  ̈





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  ̈
            Accelerated
                filer ̈Non-accelerated
                filer    ̈
            Smaller
                reporting companyý(Do
                not check if a smaller reporting company)





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes  ̈ No ý





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the issuer as of July 31, 2007 was $0.





Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      stock, as of the latest practicable date: 10,469,761 as of May 15,
      2008





**DOCUMENTS
      INCORPORATED BY REFERENCE: None**





**INDEX**





**PART
      I**





**ITEM
                1.**
            **BUSINESS**
            **1****ITEM
                1A.**
            **RISK
                FACTORS**
            **7****ITEM
                1B.**
            **UNRESOLVED
                STAFF COMMENTS**
            **15****ITEM
                2.**
            **PROPERTIES**
            **15****ITEM
                3.**
            **LEGAL
                PROCEEDINGS**
            **15****ITEM
                4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS**
            ********
            ****
            ******PART
                II**
            ********
            ****
            ******ITEM
                5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY SECURITIES**
            **16****ITEM
                6.**
            **SELECTED
                FINANCIAL DATA**
            **16****ITEM
                7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**
            **16****ITEM
                7A.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
            **19****ITEM
                8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA**
            **20****ITEM
                9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE**
            **20****ITEM
                9A(T).**
            **CONTROLS
                AND PROCEDURES**
            **20****ITEM
                9B.**
            **OTHER
                INFORMATION**
            **20******
            ****
            ******PART
                III**
            ********
            ****
            ******ITEM
                10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
            **21****ITEM
                11.**
            **EXECUTIVE
                COMPENSATION**
            **23****ITEM
                12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**
            **24****ITEM
                13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**
            **25****ITEM
                14.**
            **PRINCIPAL
                ACCOUNTING FEES AND SERVICES**
            **27******
            ****
            ******PART
                IV**
            ********
            ****
            ******ITEM
                15.**
            **EXHIBITS,
                FINANCIAL STATEMENT SCHEDULES**
            **28******
            ****
            ******SIGNATURES**
            **32**








**PART
      I**





**FORWARD-LOOKING
      STATEMENTS**





This
      Annual Report on Form 10-K (“Annual Report”) contains forward-looking
      statements that have been made pursuant to the provisions of Section 21E of
      the Securities Exchange Act of 1934, as amended, and the Private Securities
      Litigation Reform Act of 1995 and concern matters that involve risks and
      uncertainties that could cause actual results to differ materially from
      historical results or from those projected in the forward-looking statements.
      Discussions containing forward-looking statements may be found in the material
      set forth under “Business,” “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” and in other sections of this
      Form 10-K. Words such as “may,” “will,” “should,” “could,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue”
or similar words are intended to identify forward-looking statements, although
      not all forward-looking statements contain these words. Although we believe
      that
      our opinions and expectations reflected in the forward-looking statements are
      reasonable as of the date of this Annual Report, we cannot guarantee future
      results, levels of activity, performance or achievements, and our actual results
      may differ substantially from the views and expectations set forth in this
      Annual Report. We expressly disclaim any intent or obligation to update any
      forward-looking statements after the date hereof to conform such statements
      to
      actual results or to changes in our opinions or expectations.





Readers
      should carefully review and consider the various disclosures made by us in
      this
      Annual Report, set forth in detail in Item 1A of Part I, under the heading
“Risk Factors,” as well as those additional risks described in other documents
      we file from time to time with the Securities and Exchange Commission, which
      attempt to advise interested parties of the risks, uncertainties, and other
      factors that affect our business. We undertake no obligation to publicly release
      the results of any revisions to any forward-looking statements to reflect
      anticipated or unanticipated events or circumstances occurring after the date
      of
      such statements.





**ITEM
      1.**  **BUSINESS**





Unless
      the context requires otherwise, “we”, “our”, “us” and similar expressions refer
      to DRTATTOFF, LLC (“Dr. TATTOFF®”) prior to the closing of a merger on February
      11, 2008 (the “Merger”) with and into Lifesciences Opportunities Incorporated
      (the “Company”) as successor to the business of Dr. TATTOFF®, following the
      closing of the Merger.





**Overview**





The
      Company was organized as a Florida corporation on January 4, 2004 to acquire
      an
      interest in business opportunities presented to us by persons or firms who
      or
      which desire to employ our funding in their business or to seek the perceived
      advantages of a publicly reporting corporation.





On
      February 11, 2008, Dr. TATTOFF® merged with and into the Company pursuant to an
      Agreement and Plan of Merger dated September 7, 2007, as amended (“Merger
      Agreement”). Pursuant to the Merger Agreement, we issued 7,946,067 shares of our
      common stock, par value $.0001 per share (“Common Stock”) and 10,940 shares of
      Series A convertible preferred stock (“Series A Preferred Stock”), which
      shares have a stated value of $100 per share (“Stated Value”), to the
      former members of Dr. TATTOFF®, representing 76% of our outstanding Common Stock
      and 100% of our outstanding Series A Preferred Stock on a post-Merger basis.





In
      connection with the closing of the Merger, Roland Perry, our sole officer and
      director, resigned from the positions of principal executive officer, principal
      financial officer and director. Following Mr. Perry’s resignation as officer and
      pursuant to the Merger Agreement, James Morel, John Keefe and Ian Kirby were
      appointed Chief Executive Officer, Chief Financial Officer, and Chief Marketing
      Officer, respectively, of the Company. Effective February 29, 2008, Mr. Keefe
      was also appointed Chief Operating Officer. Mr. Morel and Dr. William Kirby
      became the directors of the Company on March 7, 2008, the effective date of
      the
      resignation of Mr. Perry. John J. Klobnak also become a director of the Company
      and was named Chairman of the Board on March 7, 2008. Subsequently, effective
      May 1, 2008, Mr. Morel resigned from his position as Chief Executive Officer
      and
      the board of directors of the Company appointed Mr. Keefe to serve as the
      Company’s Chief Executive Officer. The Company and Mr. Morel are currently
      negotiating the terms of the resignation.


1





**Background**





We
      are a
      provider of marketing and practice management services to physicians who perform
      tattoo removal, hair removal services (regardless of method) and laser-based
      skin care services. We endeavor to develop laser clinics and to provide turnkey
      marketing services, human resources and staffing services, patient management
      services, technical solutions, office management and other non-medical services
      to the physicians and medical staff at each of its laser clinics. We own the
      registered trademark, Dr. TATTOFF®, and license the use of the trademark as part
      of the management services provided to physicians. These services are provided
      directly to the physicians or to their medical corporations, medical groups
      or
      other affiliated entities. Within this framework, we intend to implement our
      business plan subject to available financing, to create a national brand of
      retail chain tattoo removal clinics in California and the United States. We
      are
      not a medical corporation, do not possess a medical license and do not provide
      services that require a medical license.





James
      Morel founded Dr. TATTOFF® in 2004 as a marketing and management services
      company for physicians interested in providing laser tattoo removal. Our goal
      is
      to meet the demand for safe, non-invasive and relatively inexpensive tattoo
      removal in a friendly, non-clinical atmosphere conveniently located in retail
      centers. The first laser center was opened in Beverly Hills, California in
      September 2005. We now have three laser centers in Southern California: Beverly
      Hills, Irvine and Encino, and have targeted additional locations across the
      United States for expansion over the next several years.





**Laser
      Tattoo Removal Industry**





Laser
      tattoo removal is an elective, private pay procedure performed on an outpatient
      basis. According to *Harris
      Poll* #58,
      October 8, 2003, (the “Harris Poll”) there appears to be a broad geographic
      distribution among individuals who have tattoos. Approximately 20% of the
      general population in the western United States, 15% in the southern United
      States, 14% in the mid-western United States and 14% in the eastern United
      States has a tattoo. In recent years, individuals having a tattoo are found
      routinely among broader segments of the population. The following percentages
      of
      the population in the United States have at least one tattoo, by age group
      according to the Pew Research Center, 2006 in its report, “A Portrait of
      Generation Next”:





•
            36%
                of 18-25 year olds;




•
            40%
                of 26-40 year olds; and




•
            10%
                of 41-64 year olds.




Moreover,
      approximately 17% of Americans who have a tattoo regret having them, according
      to the Harris Poll. While our laser clinics are comfortable and appealing to
      all
      age groups, the marketing for the contracting physician is set up to target
      the
      18 to 40 year old demographic that essentially accounts for 76% of individuals
      with tattoos as indicated by the Pew report. Based on the three years of clinic
      management, our clinics’ patient base data reveals that approximately 65% of the
      patients who are seen at our clinics are women between the ages of 25-40. We
      believe our laser clinic model will be more appealing to these customers than
      other settings for laser tattoo removal, such as dermatologist offices or
      med-spas.





**Services**





We
      provide management services and marketing assistance to physicians who are
      primarily in the business of laser tattoo removal. Laser tattoo removal service
      is the core business of our contracting physicians and accounts for
      approximately 80-85% of our management service fee revenues, with the remainder
      derived from laser hair removal and other rejuvenation products and services.





Laser
      tattoo removal treatments are done with a Medlitec6 laser by trained nurses
      under the supervision of a licensed physician ensuring quality control
      throughout the treatment. In some states, only doctors can perform the
      procedure; however, most states require that a doctor be present or available
      by
      phone and that a certified nurse conduct the procedure. Some states require
      no
      certification at all. Our strategic expansion focus is setting up clinics in
      states that allow certified nurses or overseeing doctors to perform the
      procedure, which is a majority of states.





A
      laser
      tattoo removal procedure is generally performed in between thirty seconds and
      five minutes per treatment and typically requires a series of five to
      fifteen treatments. Our Medical Director has published articles on tattoo
      removal techniques and remains current with the latest techniques available
      from
      technological advances. Generally, each technician may perform 25-40 laser
      tattoo removal treatments per day on a variety of skin colors and with a variety
      of tattoo differentiations. Patient tattoo photographs are taken routinely
      before and after each procedure.


2





**We
      Provide Contracting Physicians With:**





*State-of-the-art
      equipment and facilities* .
      We
      provide physicians with whom we contract the facilities, equipment and support
      services necessary to perform laser procedures using state-of-the-art laser
      technologies. The nurses and physicians are able to focus on treating patients
      and are not burdened by the financial, management, administrative, maintenance
      and regulatory requirements associated with establishing and operating a laser
      tattoo removal clinic. Our laser clinics typically include one or more laser
      procedure rooms, private examination rooms and patient waiting areas. Each
      clinic is equipped with a MedLitec6 laser in addition to air chilling devices,
      computer systems and standard office equipment.





*Management
      support staff* .
      We
      provide clinics with an office manager and a patient coordinator. The
      contracting physician generally hires nurses to perform the laser procedures
      and
      oversees and monitors the laser procedures unless state regulations require
      the
      physician to personally perform the laser procedures. The nurse is responsible
      for the clinical management of the center including programming the laser for
      procedures. The patient coordinator may assist the nurse during the laser
      removal procedure and provides support services. Nurses are certified by the
      laser manufacturer. The office manager is responsible for day-to-day business
      operations of the clinic, including patient administration, billing, scheduling
      and supply re-ordering. In addition, clinics are assigned a district manager
      who
      works with our manager to support the nurses and physicians, and assists in
      developing laser tattoo removal programs.





*Access
      to an expanded patient population* .
      We have
      and plan to continue to help contracting physicians develop their laser tattoo
      removal practices through our marketing efforts which identify potential new
      patients. We coordinate our efforts with contracting physicians to customize
      marketing programs in various media advertisements. We market each clinic’s
      laser removal services directly to the consumer through radio, direct mail
      and
      print advertisements, internet advertising, video and cable advertising,
      brochures and seminars.





**We
      Provide Physician’s Patients With:**





*Convenient
      access to physicians and nurses skilled in tattoo removal
      services* .
      The
      physician with whom we presently contract and the physician’s nurses have met
      our laser tattoo removal training qualification criteria, which also
      includes review of state licensure, board certification, malpractice
      insurance and history, procedure experience and clinical outcomes. Clinical
      manuals and processes have been developed both internally and with the laser
      manufacturer to provide staff and physicians in new markets that we enter with
      the initial training necessary to treat patients they serve.





*Treatment
      environments designed to enhance customer satisfaction.* Our
      laser clinics are designed to create a patient friendly environment and reduce
      any anxiety associated with laser tattoo removal. Each laser clinic has what
      we
      believe to be an aesthetically pleasing and comfortable waiting area for
      patients and a staff focused on addressing each patient’s needs. In addition,
      each laser clinic provides consultation areas where a patient’s procedures can
      be discussed in a private setting with a member of the medical staff of the
      contracting physician.





*Regularly
      scheduled procedures* .
      We
      strive towards achieving high patient satisfaction for the contracting physician
      and have established a continuum of care program which assures that the level
      of
      tattoo removal agreed to by the patient and the physician is
      achieved.





**Strategy**





Our
      objective is to position the Company as the first nationally branded laser
      tattoo removal management services business. Utilizing our trademark, Dr.
      TATTOFF®, which we believe will assist us in achieving brand-name recognition,
      our management believes we have developed a marketing strategy and a laser
      clinic model to be able to expand our business throughout California and other
      targeted markets throughout the United States. Elements of our business strategy
      include:





•
            opening
                a number of new clinic locations in metropolitan centers throughout
                the
                United States over the next three
                years;




•
            hiring
                management and operational staff for the new locations;
                and




•
            implementing
                targeted marketing campaigns for physician’s services and products to
                attract new customers.




**Unique
      Laser Clinic Model**




We
      believe we can achieve profitability with additional capital financings through
      the strategically planned expansion of stores based upon market demand and
      a
      unique market positioning that is currently not being effectively served by
      any
      other laser tattoo removal business or management services company.





We
      believe our laser clinics have a more relaxed and friendly environment when
      compared with a more medical or surgical environment. All of our clinic
      locations have welcoming reception areas, cable/satellite television, free
      Wi-Fi
      access, coffee and a variety of magazines available for reading. We believe
      that
      because of this type of environment, we may continue to achieve repeat client
      revenues for the contracting physician.


3





**Revenues
      Sources**





Our
      primary source of revenues is management fees through management services
      agreements with physicians or their affiliated entities at each laser clinic
      location. Typically, this agreement between us and a physician providing the
      laser tattoo removal procedures or oversight, provides that a specified
      percentage of the gross revenues of the laser clinics will be paid to us in
      return for site development, administrative, management, support and marketing
      services. We plan to enter into a new management services agreement with each
      physician (or an affiliated entity) with which we partner. We have currently
      entered into one management agreement with a physician who provides services
      in
      all three of our clinics.





Our
      operations over the last three years have shown the average patient at our
      laser
      clinic spends approximately $205 per visit. The tattoo removal process may
      take
      between five and fifteen treatments at our laser clinics. The contracting
      physician currently charges $41 per square inch of tattoo to be removed and
      the
      estimated average total treatment is approximately $1,650.





Other
      revenues are derived from laser hair removal at each clinic. Based on
      management’s estimates, the average laser hair removal cost per treatment at our
      retail locations has been approximately $200. There are additional ancillary
      costs per laser treatment for products relating to the care of the tattoo being
      removed. On average, based on management’s estimates, the physician’s patients
      spend approximately $10 per visit on these ancillary products.





**Marketing**




During
      the past three years of operations, our management believes that we have been
      cost-effective in marketing our three laser clinics in Southern California.
      We
      intend to continue to focus our marketing efforts in strengthening the brand
      name, Dr. TATTOFF®, and attracting new patients using primarily:





•
            Google
                Adwords - fine-tuned to reach local markets - both within a fifty
                (50)
                mile radius and regional level;




•
            Postcard
                inserts in alternative weekly publications by city, e.g., LA
                Weekly;




•
            Local
                radio campaigns and carefully selected
                endorsements;




•
            “Street
                Team” marketing and postcard drops in local area retail
                stores;




•
            Strategic
                alliances with local businesses for customer referral, especially
                with
                tattoo parlors/tattoo art studios and medical community facilities
                offering breast augmentation
                services;




•
            Local
                consumer trade shows with high traffic such as bridal expos, music
                and
                entertainment concerts;




•
            Various
                blogs, as well as MySpace and YouTube, which appeal to the younger
                target
                market. We currently have video footage on MySpace and
                YouTube;




•
            Press
                and public relations campaign; and




•
            In
                the future, we intend to implement cable advertising such as Spot
                Runner
                as a cost-effective means of reaching a targeted
                audience.




**Laser
      Clinic Expansion Plan**





Our
      overall strategy for laser clinic openings targets the largest markets for
      laser
      tattoo removal based upon our research during its development stage. We plan
      to
      open multiple laser clinics in each target metropolitan area. We believe this
      model has had some success in our Southern California locations, whereby certain
      key medical staff members of the contracting physician can modify their
      schedules and be utilized in several locations concurrently, due to demand
      and
      slightly different operating times. For example, one physician may facilitate
      and oversee up to four laser clinics and two nurses can rotate between clinic
      locations to fill demand. The development phase of new laser clinics will
      utilize district managers who will oversee approximately ten store openings
      per
      region. We plan to expand our business primarily through the development of
      new
      clinics in contiguous markets and within existing markets. In evaluating new
      and
      current markets for building laser clinics, we first evaluate population
      demographics, determine the number of existing tattoo removal clinics and lasers
      in use and interview local physicians to assess interest in developing a laser
      tattoo removal business. The targeted market should exhibit a potential for
      generating break-even procedure volume within the first 3 to 6 months, including
      the necessary physician participation to support such levels. We seek to lease
      approximately 1,500 square feet of space in retail centers located in high
      volume traffic areas. We will need significant additional infusions of cash
      through debt or equity financing in order to execute the laser clinic expansion
      plan.


4





**Competition**





We
      face
      competition from other providers of laser tattoo removal services and physician
      management services companies. While our management believes there is no
      nationally known name brand retail establishment for laser tattoo removal,
      there
      are “medspa” facilities and dermatologists that offer tattoo removal services.
      These services are delivered through a fragmented system of local providers.
      We
      do not believe that any of these service providers have taken steps to actively
      promote the procedure to a consumer market or provide a consumer experience
      on a
      national level.





Our
      principal competitors in the Southern California area are:




•
            TattooMD,
                which uses similar Medlitec6 laser technology as we do, has similar
                pricing points to us, and currently has a location in Los Angeles,
                California;




•
            Laseraway,
                which has four stores in the Los Angeles County
                area;




•
            Tatt2beGone,
                which also provides services in the Southern California
                market;




•
            Celibre
                Medical Corporation, founded by a plastic surgeon/medical director
                with
                extensive experience in the business and locations in Torrance and
                Orange
                County;




•
            Dr.
                Brandeis, a gynecologist offering very low cost tattoo removal and
                located
                in the vicinity of our Beverly Hills clinic;
                and




•
            Epione
                of Beverly Hills, a competitor with a similar look, feel and
                medical/clinical positioning as Dr. Brandeis and
                Celibre.




We
      will
      also face competition in other targeted markets assuming that we are successful
      in expanding our laser clinics into other parts of California and the United
      States. Our ability to compete with the entities described above and those
      in
      other parts of the nation will depend largely on the success of our marketing
      efforts, the contracting physician’s success of the laser removal treatments
      relative to the cost to consumers and the positive consumer experience at our
      retail locations providing a basis for repeat customers for our contracting
      physicians. In order to respond to changes in the competitive environment,
      we
      may, from time to time, make pricing, service or marketing decisions or
      acquisitions that could ultimately cost the Company more money or even harm
      our
      business.





Our
      management believes our future success is dependent on our ability to reinforce
      and build on our brand name, Dr. TATTOFF®, which we believe will require
      significant additional marketing efforts. We intend to focus on thoughtful,
      compellingly designed, strategically placed and well-executed promotional
      campaigns to build on the contracting physicians already existing patient base
      of over 10,800 individuals who have contacted our clinics, of which more than
      4,160 having been treated by the contracting physician with laser tattoo removal
      as of February 7, 2008.




**Intellectual
      Property**





We
      own
      the rights to the registered trademark Dr. TATTOFF® and will vigorously protect
      our intellectual property rights under our registration. We have other trade
      names currently pending registration and continually seek to protect our
      intellectual property.





**Company
      Structure/Employees**





As
      of May
      5, 2008, we employed 14 persons, 13 of whom were full-time.





Our
      expansion plan, which we intend to implement given adequate financing, will
      include the hiring of several key managers and staff including, a district
      manager to coordinate site development and oversee laser clinics performance
      for
      approximately ten laser clinics. An overseeing or procedure performing physician
      will be affiliated with each laser clinic in accordance with applicable state
      law and regulatory requirements. Each laser clinic is expected to have a staff
      that includes a nurse who will operate the laser and perform medical and
      aesthetic procedures; a technician to assist the nurse and physician; and a
      manager to oversee the operations of a specific clinic, including marketing
      and
      services.


5





**Government
      Regulation**





The
      healthcare industry is heavily regulated and changes in laws and regulations
      can
      be significant. Both the Company and the physicians who practice medicine at
      the
      clinics must maintain and safeguard the confidentiality of all patient records,
      charts and other information generated in connection with the professional
      medical services provided by such physician, in accordance with federal and
      state confidentiality laws and regulations, including the California
      Confidentiality of Medical Information Act, Civil Code Sections 56 et seq.
      and
      the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and
      the regulations promulgated thereunder. Certain federal and state regulations
      govern the administration and licensing of the medical and technical staff
      of
      the clinics. The establishment, marketing and operation of the Company may
      be
      subject to various federal and state regulations, including laws and regulations
      prohibiting the practice of medicine by non-physicians, prohibitions concerning
      the kickback, rebate or division of fees between physicians and non-physicians,
      the manner in which a prospective patient may be solicited, the receipt or
      offering of remuneration as an inducement to refer patients, and self-referral
      for any person in connection with the furnishings of goods, services or supplies
      prescribed for medical diagnosis, care or treatment. We believe that we will
      be
      in compliance with applicable regulations, but failure to so comply can result
      in substantial civil and criminal penalties. Non-compliance by us or our
      contracting physicians could have a material adverse effect on our financial
      condition and could result in our cessation of business.




**AMA
      Ethical Guidelines**





The
      American Medical Association’s Council on Ethical and Judicial Affairs of the
      American Medical Association (“AMA”) has adopted a new ethical guideline which
      provides that physicians should not refer patients to health facilities in
      which
      they invest if they do not personally provide care in the facility, unless
      there
      is no alternative facility available.





**State**





Although
      we are a Florida corporation, all of our clinics are currently located in the
      State of California and therefore, California law applies to all of our
      operations. Under
      California law, a business entity such as ours is not permitted to engage in
      the
      practice of medicine, although we may provide management services to a medical
      practice so long as it does not exercise excessive control over the medical
      practice and is otherwise in compliance with legal requirements. We provide
      marketing and practice management services to physicians as provided in the
      management services agreement. The existing management services agreement
      between the Company and William Kirby, D.O., Inc. is intended to comply with
      these legal requirements. Our ability to meet our operating and financial
      obligations will be predicated on our ability to provide successful, competitive
      management services to physicians and other healthcare professionals who provide
      tattoo removal services. It is possible that the California Medical Board could
      allege or determine that the provision of management services by us constitutes
      excessive control over a physician’s medical practice or that the compensation
      payable to us is excessive or that we are otherwise unlawfully engaged in the
      practice of medicine. Defending against any such allegations will be costly
      and
      time-consuming and may materially and adversely affect our
      finances.





**California
      Anti-Kickback Provisions**





Section
      445 of the California Health and Safety Code, provides that “no person, firm,
      partnership, association or corporation, or agent or employee thereof, shall
      for
      profit refer or recommend a person to a physician, hospital, health-related
      facility, or dispensary for any form of medical care or treatment of any ailment
      or physical condition. The imposition of a fee or charge of any such referral
      or
      recommendation creates a presumption that the referral or recommendation is
      for
      profit.” A violation of Section 445 is a misdemeanor and may subject the
      offender to imprisonment in the county jail for not longer than one year, or
      a
      fine of not more than $5,000.00, or by both such fine and imprisonment. Further,
      a violation of Section 445 may be enjoined by the California Attorney General.
      Section 650 of the California Business and Professions Code contains
      prohibitions against self-referral and kickbacks. Business & Professions
      Code Section 650 makes it unlawful for a “licensee,” including a physician, to
      pay or receive any compensation or inducement for referring patients, clients
      or
      customers to any person or entity, irrespective of any membership or proprietary
      interest in or with the person or entity receiving the referral. Violation
      of
      the statute is a public offense punishable by imprisonment, a fine of not more
      than $10,000, or both. Section 650 further provides that it is not unlawful
      for
      a physician to refer a patient to a health care facility solely because the
      physician has a proprietary interest or co-ownership in a health care facility,
      provided that (1) the physician’s return on investment for that proprietary
      interest or co-ownership is based upon the amount of capital investment or
      proportional ownership of the physician; and (2) the ownership interest is
      not
      based on the number or value of any patients referred. The provisions of Section
      652.5 present the potential for liability as we could be charged with and
      convicted of a misdemeanor in the event a physician working under a management
      services agreement with the Company violates Section 650.


6





We
      believe that our relationships with physicians at our laser clinics are in
      compliance with California’s anti-kickback statutes. There is a risk that our
      marketing efforts could be viewed as “referring or recommending” a person to a
      health-related facility “for profit” in violation of Health and Safety Code
      Section 445. We cannot assure that our marketing efforts will not be viewed
      as
      violating Health and Safety Code Section 445.





**Available
      Information**





Our
      principal executive offices are located at 8500 Wilshire Boulevard, Suite 105,
      Beverly Hills, California 90211. Our telephone number is (310) 659-5288. We
      maintain an Internet web site at www.drtattoff.com. The information on this
      web
      site is not and should not be considered part of this document and is not
      incorporated into this document by reference. This web address is, and is only
      intended to be, an inactive textual reference.





We
      are a
      reporting company and file annual, quarterly, and current reports and other
      information with the SEC. You may read and copy any reports, statements and
      other information we file at the SEC’s public reference room at 100 F Street,
      N.E., Washington, DC. 20549-9303. Please call the SEC at 1-800-SEC-0330 for
      further information on the operations of the Public Reference Room. Our SEC
      filings are also available on the SEC’s Internet site (http://www.sec.gov).





**ITEM
              1A.**
            **RISK
                FACTORS**





*The
      following is a summary of certain risks we face in our business, but is not
      inclusive of all the risks we face. Additional risks that we do not yet know
      of
      or that we currently believe are immaterial may also impair our business
      operations. If any of the events or circumstances described in the following
      risks actually occur, our business, financial condition or results of operations
      could suffer, and the trading price of our common stock could decline. In
      assessing these risks, investors should also refer to the other information
      contained or incorporated by reference in our other filings with the
      SEC.*





**Risks
      Related to Our Business**





**We
      are an early stage company with a limited operating history, and we may be
      unable to successfully implement our business plan.**





Our
      prospects must be considered in light of the risks, expenses and difficulties
      frequently encountered by companies engaged in the development of a new
      business. A partial list of the specific risks associated with our business
      include our:





•
            ability
                to generate and successfully implement new ideas relating to the
                development and management of laser tattoo removal clinics and the
                contracting physician’s core service of laser tattoo
                removal;




•
            need
                to manage our expanding operations;




•
            continuing
                need to raise substantial additional
                capital;




•
            dependence
                upon and need to hire key personnel;
                and




•
            need
                to implement marketing campaign to establish and enhance the Dr.
                TATTOFF®
                brand on an ongoing basis.





To
      address these risks, we must, among other things, respond to ours and the
      contracting physician’s competitors, attract, retain and motivate qualified
      personnel, continue to develop our brand, and market and sell our services
      to
      contracting physicians. We cannot guarantee that we will be successful in
      addressing any or all of these risks and the other risks described herein,
      or
      that we will generate significant revenues or achieve or sustain significant
      profitability. The failure to address one or more of these risks and
      successfully implement our strategy could have a material adverse effect on
      our
      financial condition or results of operations.




**We
      have incurred significant operating losses since our inception that raise doubts
      about our ability to continue as a going concern, and if we do not achieve
      profitability we may be forced to cease operations.**




Since
      our
      inception in 2004, we have incurred losses every quarter. The consolidated
      operations of the Beverly Hills clinic, Irvine clinic and the Encino clinic
      have
      not produced a profit for us and there can be no assurance that they or any
      future laser clinics can generate a profit or sustain or maintain our ability
      to
      operate at a profit. We have incurred significant expenses in connection with
      our formation, including legal and accounting expenses, clinic location
      build-out and marketing and will incur additional expenses in carrying out
      our
      business strategy.


7





**Our
      services provided under the management services agreement with William Kirby,
      D.O. could be determined by the California Medical Board to constitute the
      unlawful practice of medicine.**




Under
      California law, a business entity such as ours is not permitted to engage in
      the
      practice of medicine, although we may provide management services to a medical
      practice so long as we do not exercise excessive control over the medical
      practice and are otherwise in compliance with legal requirements. We provide
      marketing and practice management services to physicians as provided in the
      management services agreement. The existing management services agreement
      (“Management Agreement”) between us and William Kirby, D.O., Inc. is intended to
      comply with these legal requirements. Our ability to meet our operating and
      financial obligations will be predicated on our ability to provide successful,
      competitive management services to physicians and other healthcare professionals
      who provide tattoo removal services. It is possible that the California Medical
      Board could allege or determine that the provision of management services by
      us
      constitutes excessive control over a physician’s medical practice or that the
      compensation payable to us is excessive or that we are otherwise unlawfully
      engaged in the practice of medicine. Defending against any such allegations
      will
      be costly and time-consuming and may materially and adversely affect our
      finances. Moreover, should it be determined that we are in violation of law
      and
      must modify the nature and scope of our services and/or reduce the compensation
      that we receive for our services, we will be materially and adversely affected
      and may be unable to execute our business strategy.




**Our
      business and that of our contracting physicians is subject to significant
      governmental healthcare regulation and noncompliance with such regulation could
      cause our financial condition to suffer.**




The
      healthcare industry is heavily regulated and changes in laws and regulations
      can
      be significant. Both us and the physicians who practice medicine at the clinics
      must maintain and safeguard the confidentiality of all patient records, charts
      and other information generated in connection with the professional medical
      services provided by such physician, in accordance with federal and state
      confidentiality laws and regulations, including the California Confidentiality
      of Medical Information Act, Civil Code Sections 56 et seq. and the Health
      Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the
      regulations promulgated thereunder. Certain federal and state regulations govern
      the administration and licensing of the medical and technical staff of the
      clinics. The establishment, marketing and operations of us and that of our
      contracting physicians may be subject to various federal and state regulations,
      including laws and regulations prohibiting the practice of medicine by
      non-physicians, prohibitions concerning the kickback, rebate or division of
      fees
      between physicians and non-physicians, the manner in which a prospective patient
      may be solicited, the receipt or offering of remuneration as an inducement
      to
      refer patients, and self-referral for any person in connection with the
      furnishings of goods, services or supplies prescribed for medical diagnosis,
      care or treatment. Many of these laws and regulations are ambiguous, and courts
      and regulatory authorities have provided little clarification. Moreover, state
      and local laws vary from jurisdiction to jurisdiction. As a result, we may
      not
      always be able to accurately interpret applicable law, and some of our
      activities could be challenged. We believe that we will be in compliance with
      applicable regulations, but failure to so comply can result in substantial
      civil
      and criminal penalties. Non-compliance by us could have a material adverse
      effect on the financial condition of the Company and could result in the
      cessation of our business.




Furthermore,
      the lasers we use in our laser clinics are medical devices that in the United
      States are subject to the jurisdiction of the Food and Drug Administration
      (“FDA”). In addition to FDA approval for the initial uses of these lasers, new
      uses require separate approval. Obtaining such approval can be an expensive
      and
      time consuming process, the success of which cannot be guaranteed. The failure
      of our suppliers to obtain regulatory approvals for any additional uses of
      lasers or otherwise comply with regulatory requirements could have a material
      adverse effect on our business, financial condition or results of
      operations.




Failure
      to comply with applicable FDA requirements could subject us, physicians who
      use
      our laser clinics or laser manufacturers to enforcement actions, including
      product seizure, recalls, withdrawal of approvals and civil and criminal
      penalties. Any such enforcement action could have a material adverse effect
      on
      our business, financial condition and results of operations. Further, failure
      to
      comply with regulatory requirements, or any adverse regulatory action could
      result in limitations or prohibitions on our use of lasers. This could have
      a
      material adverse effect on our business, financial condition and results of
      operations.




The
      regulatory environment in which we and our contracting physicians operate may
      change significantly in the future. Numerous legislative proposals have been
      introduced in Congress and in various state legislatures over the past several
      years that could cause major reforms of the U.S. healthcare system, inclusive
      of
      both state and federal systems. We cannot predict whether any of these proposals
      will be adopted or how they might affect our business. New or revised
      legislation could have a material adverse effect on our business, financial
      condition and results of operations.


8





**If
      we are unable to establish good relationships with physicians, our business
      could be negatively affected.**




Most
      states prohibit us from practicing medicine, employing physicians to practice
      laser removal on our behalf or employing physicians to render laser removal
      services on our behalf. We provide management services and marketing support
      to
      physicians performing laser tattoo removal. Our activities involve developing
      and managing clinics, providing supplies, non-clinical personnel and
      administrative services. As a result, responsibility for patient services rests
      within the physician. Part of our business strategy is to develop a network
      of
      physicians who have or will have a significant source of patients who generate
      substantial revenues for the physician, and in turn, for us through our
      management services agreement with the physician. The success of our operations
      depends upon our ability to enter into agreements on acceptable terms with
      a
      sufficient number of healthcare providers, including physicians, to render
      tattoo laser removal and other professional services at centers managed and
      operated by us. There can be no assurance that we will be able to enter into
      agreements with physicians and/or other healthcare providers on satisfactory
      terms or that such agreements will be profitable.




**We
      receive our revenue through a management services agreement, not directly from
      patients, therefore if the physicians do not pay our management fee pursuant
      to
      the management services agreement, our revenue could be adversely
      affected.**




All
      revenues are currently derived from our laser clinics and are received pursuant
      to a management agreement entered into between a physician performing or
      overseeing the laser tattoo removals at clinics operated by us. We currently
      have only one management agreement in place with Dr. William Kirby, our Medical
      Director and director, affiliated entity, pursuant to which we provide
      management services to our three laser clinics currently operating (the
“Management Agreement”). Under the Management Agreement, Dr. Kirby’s affiliated
      entity is required to pay us a percentage of the gross revenues of each laser
      clinic location on a bi-weekly basis. As amended in August 2007 and December
      2007, the Management Agreement entitles us to receive as payment for our
      management services, 65% of the gross revenues from Dr. Kirby’s affiliated
      entity from August 31, 2004 through December 31, 2005, 50% from January 1,
      2007
      through December 31, 2007, and 60% of the gross revenues thereafter through
      August 30, 2009. For purposes of clarification, all fees charged to patients
      at
      our laser clinics are deposited into the bank account of Dr. Kirby’s affiliated
      entity, who then, in turn, pays us a management fee out of the gross revenues
      of
      each laser clinic, less certain expenses such as center medical staffing and
      advertising. The Company is responsible for paying all third-party advertising
      and marketing services costs in excess of 15% of Dr. Kirby’s affiliated entity’s
      gross revenues out of the management fee that it collects from Dr. Kirby’s
      affiliated entity. We are paid the management fee for providing management,
      administrative, marketing, and support services, equipment and clinic space
      to
      Dr. Kirby. The Management Agreement, as amended in August 2007 and December
      2007, provides for a five (5) year term commencing on August 31, 2004 and ending
      on August 30, 2009. If the Management Agreement is terminated for any reason,
      if
      Dr. Kirby’s affiliated entity does not pay the management fees pursuant to the
      terms of the agreement, or if Dr. Kirby’s affiliated entity fails to perform the
      services required under the Management Agreement, our revenue will be materially
      and adversely affected.





**Our
      cash position is very low relative to our anticipated cash
      needs.**




As
      of May
      5, 2008, we had a cash balance of approximately $94,000, which was substantially
      less than our projected short-term and long-term cash needs (including fixed
      costs and projected future costs). Our lack of cash liquidity raises substantial
      doubt about our ability to continue as a going concern. In addition, we are
      in
      default on a certain outstanding convertible promissory note in the aggregate
      principal amount of $150,000. See auditor’s report with the audited financial
      statements of Dr. TATTOFF® appearing in the Company's Current Report on Form 8-K
      filed with the SEC on February 11, 2008. Our existence is dependent upon our
      management’s ability to develop profitable operations and resolve our liquidity
      problems. If we are not able to continue as a going concern, we may cease to
      operate and investors will lose some or all of their investment.




**We
      will require additional funds to sustain our business, which we may be unable
      to
      obtain at acceptable terms.**




We
      require substantial capital to fund our business operations and will continue
      to
      seek substantial amounts of capital to effectuate our business plan. We have
      experienced significant negative cash flow from operations to date and we expect
      to continue to experience significant negative cash flow in the future. Our
      management fees have not been sufficient to date to cover our operating
      expenses. We will require additional funds to sustain and expand operations
      and
      continue our marketing activities. Adequate funds for these and other purposes
      on terms acceptable to us, whether through additional equity financing, debt
      financing or other sources, may not be available when needed on commercially
      reasonable terms, or at all, or may result in significant dilution to existing
      equity holders. Our inability to generate sufficient funds from operations
      and
      external sources will have a material adverse effect on our business, results
      of
      operations and financial condition. If we are not able to raise additional
      funds, we will be forced to significantly curtail or cease our operations.
      We
      recently completed offerings of 10% Convertible Promissory Notes and 12%
      Convertible Debentures ("Convertible Debentures"), with aggregate gross proceeds
      of $334,975 and $855,000, respectively. Our ability to issue debt securities
      in
      the future or to service such debt or the debt we have issued may also be
      limited by our inability to generate cash flow. In addition, we are currently
      in
      default with respect to one of our promissory notes in the principal amount
      of
      $150,000 we previously issued, which may have a material adverse effect on
      our
      future business operations should such note holder initiate litigation or make
      otherwise similar demands.


9





**We
      and our contracting physician operate in a competitive environment and may
      have
      difficulty competing with larger and better financed
      competitors.**




We
      are
      aware of other facilities offering tattoo removal services in the geographical
      vicinity of the Beverly Hills, Encino, and Irvine clinics, all of which compete
      with the services offered by our contracting physicians. Moreover, given the
      mobility of patients, the Beverly Hills clinic, the Encino clinic, the Irvine
      clinic and any other office that may be opened in the Southern California area
      may in fact provide competition to the contracting physicians in any of our
      other clinics, which could have a direct impact on our management fee revenues.
      As tattoo removal technology continues to develop and the demand for tattoo
      removal services grows, other entities may become engaged in offering the same
      management services. Physicians increasingly may provide similar services
      through their own offices. Some of ours and our contracting physicians’
competitors have longer operating histories, greater name recognition, larger
      customer bases and significantly greater financial, technical and marketing
      resources than we do in both the Southern California area and nationwide. These
      competitors could affect our ability to expand into other markets, generate
      sufficient revenues and maintain operations at a profitable level due to reduced
      margins or loss of market share.




In
      addition, the medical technology provided in the clinics by us is in a continual
      state of change, with new technologies being introduced and old techniques
      becoming obsolete. Although we believe that our technology, equipment and
      systems are among the most advanced available tattoo removal technology, there
      can be no assurance that new, improved, or more efficient technology will not
      be
      developed, making other providers of tattoo removal services more attractive
      and
      our contracting physicians less competitive. We cannot be certain that we will
      be able to compete successfully against current or future competitors of the
      Company or our contracting physicians.




**An
      increase in the number of physicians who perform enough tattoo removal
      procedures to economically justify the purchase of their own lasers may harm
      our
      business.**




As
      laser
      tattoo removal becomes more commonplace, the number of physicians who can
      economically justify the purchase of their own lasers may increase. Laser tattoo
      removal correction is still a relatively new procedure for most physicians,
      and
      it generally takes time for physicians to build up their procedure volume.
      We
      estimate that a physician or practice group needs to perform approximately
      100
      procedures a month in one location in order to economically justify the purchase
      or lease of a Medlitec6 laser. This estimate is based upon a number of factors
      including current prices for Medlitec6 lasers, current procedure fees charged
      by
      physicians and the current per procedure fee charged by our contracting
      physician. This estimate does not take into consideration the value physicians
      may place on our marketing and advertising, administrative support, maintenance
      and other services it may provide to a physician who uses our laser
      clinics.




Furthermore,
      a significant reduction in the price of lasers used in tattoo removal procedures
      could reduce demand for our services by making it economically more attractive
      for physicians to buy or lease lasers for themselves instead of utilizing our
      laser clinics. We currently use Medlitec6 lasers in our clinics. The Medlitec6
      lasers currently have a retail price of approximately $125,000.




**We
      may experience difficulties in managing our planned expansion strategy which
      could impair our business.**




Our
      success will depend on our ability to expand and manage our laser tattoo removal
      clinics. Our growth and expansion will result in new and increased
      responsibilities for management and additional demands on management, operating
      and financial systems and resources. Our ability to continue to expand will
      also
      depend upon our ability to:





•
            Implement
                and integrate new, expanded or upgraded operations and financial
                systems,
                procedures and controls;




•
            Hire
                and train new staff and managerial
                personnel;




•
            Expand
                our infrastructure; and




•
            Adapt
                our structure to comply with present or future legal requirements
                affecting our arrangements with
                physicians.


10





All
      of
      these factors, among others, will have an impact on our future success,
      particularly due to the fact that our current business strategy relies heavily
      on the expansion of our laser clinics into other areas and geographic
      regions.




**Our
      ability to operate effectively could be impaired if we were to lose the services
      of our management, or if we are unable to recruit qualified management and
      key
      personnel in the future.**




Our
      success depends to a significant extent on the skills and efforts of our
      executive management team. Although some of our management has general business
      experience, none of the Company’s current officers have managed or operated a
      tattoo removal business or physician’s management services business prior to the
      Company. If our current management cannot manage and operate the Company for
      any
      reason, replacing experienced management may be difficult which could negatively
      affect our revenues. As we expand our operations and expand into other
      geographical areas, we will face risks associated with management’s ability to
      manage and operate the expansion. We cannot assure that management will be
      able
      to successfully manage the growth of the Company.




**The
      current officers and directors of the Company have other interests, which may
      conflict with the interests of the Company.**




Some
      of
      our officers and directors are involved in a other businesses, and may enter
      into new business transactions and relationships in the future. As a result,
      these officers and directors may have conflicts of interest in allocating
      management time, services and functions among the Company and the other
      businesses in which they may be involved, including new businesses which may
      be
      organized by them. Moreover, the officers and directors, either directly or
      indirectly, own a substantial portion of the shares of our Common Stock.
      Conflicts of interest may arise in the course of the operations of the Company
      as a result of such control. In addition, the Management Agreement we have
      with
      Dr. Kirby, our Medical Director and director, is currently the source of all
      of
      our revenues, and accordingly, Dr. Kirby’s decisions with respect to the Company
      may come into conflict with his own personal interests.




**Any
      future litigation risks would likely involve significant expense on our part
      and
      distract our management.**




Although
      we are not currently a party to any litigation, we may become subject to claims
      and litigation arising out of the conduct of our business or our contracting
      physician’s business or as a result of our default on any loans made to us.
      Although we do not believe we are engaged in the professional treatment of
      patients or the practice of medicine and therefore would argue that we are
      not
      directly liable for any malpractice by a physician, nonetheless, it may be
      asserted that we are engaged in the practice of medicine or we may incur
      liabilities for negligence on the part of our management and employees.
      Litigation could have a material adverse effect on our business operations
      and
      financial condition due to a loss of physician’s patients from negative
      publicity, and the expenses associated with defending any claim or suit
      resulting in a judgment against us. Any such expenses may exceed the level
      of
      insurance maintained by us. If a claim or lawsuit has a material adverse effect
      on our business operations or financial condition, investors could lose all
      or a
      portion of their investment in the Company.




**Regulations
      governing the level of physician supervision over nurses and physician
      assistants may be inconsistent and non-compliance by us may result in suspension
      or revocation of licenses.**




The
      supervising physician of a company who operates the medical practice managed
      by
      us does and will likely continue to engage registered nurses (either as
      employees or independent contractors) to assist in tattoo removal services.
      The
      supervising physician may also engage physician assistants (either as employees
      or independent contractors) to assist in such services. In order not to be
      deemed to be engaging in the practice of medicine, a nurse or physician
      assistant providing laser tattoo removal services must be supervised by a
      California-licensed physician. The physician assistant regulations contain
      a
      detailed listing of options as to the method by which the supervising physician
      generally may perform supervisory duties, but a supervising physician must
      be
      available in person or by electronic communication at all times when the
      physician assistant is caring for a patient. The rules regarding physician
      supervision of registered nurses are not as clear as the rules governing
      supervision of a physician assistant. The California Board of Registered Nursing
      believes it is within a registered nurse’s scope of practice to use laser
      therapy for patients if there is an approved “standardized procedure” which is a
      policy or protocol developed through collaboration by the physician and the
      registered nurse. Although the standardized procedure must describe the scope
      of
      supervision required, the laws and regulations do not require a particular
      level
      of physician supervision. Because the standardized procedure regulations do
      not
      require a particular level of physician supervision, the Medical Board of
      California may take the position that a licensed physician be present at all
      times in the tattoo removal facility if a registered nurse is performing some
      or
      all of the tattoo removal services, while the California Board of Registered
      Nursing may take the position that a licensed physician must be available by
      phone and need not be present at all times in the facility. If physicians,
      nurses and physician assistants performing or assisting in tattoo removal
      services at our laser clinics are deemed to have violated the laws or the rules
      of the appropriate licensing agency with respect to supervision, they may face
      disciplinary action, including suspension or revocation of their medical or
      nursing license or credential, which would have a material adverse effect on
      the
      Company.


11





**We
      are subject to anti-Kickback provisions which prohibit referrals for profit
      to a
      physician or an entity in which a physician has a proprietary interest for
      any
      form of medical treatment.**




Section
      445 of the California Health and Safety Code, provides that “no person, firm,
      partnership, association or corporation, or agent or employee thereof, shall
      for
      profit refer or recommend a person to a physician, hospital, health-related
      facility, or dispensary for any form of medical care or treatment of any ailment
      or physical condition. The imposition of a fee or charge of any such referral
      or
      recommendation creates a presumption that the referral or recommendation is
      for
      profit.” A violation of Section 445 is a misdemeanor and may subject the
      offender to imprisonment in the county jail for not longer than one year, or
      a
      fine of not more than $5,000.00, or by both such fine and imprisonment. Further,
      a violation of Section 445 may be enjoined by the California Attorney General.
      Section 650 of the California Business and Professions Code contains
      prohibitions against self-referral and kickbacks. Business and Professions
      Code
      Section 650 makes it unlawful for a “licensee,” including a physician, to pay or
      receive any compensation or inducement for referring patients, clients or
      customers to any person or entity, irrespective of any membership or proprietary
      interest in or with the person or entity receiving the referral. Violation
      of
      the statute is a public offense punishable by imprisonment, a fine of not more
      than $10,000, or both. Section 650 further provides that it is not unlawful
      for
      a physician to refer a patient to a health care facility solely because the
      physician has a proprietary interest or co-ownership in a health care facility,
      provided that (1) the physician’s return on investment for that proprietary
      interest or co-ownership is based upon the amount of capital investment or
      proportional ownership of the physician; and (2) and the ownership interest
      is
      not based on the number or value of any patients referred. The provisions of
      Section 652.5 present the potential for liability as we could be charged with
      and convicted of a misdemeanor in the event a physician working under a
      management services agreement with the Company violates Section
      650.




There
      is
      a risk that our marketing efforts could be viewed as “referring or recommending”
a person to a health-related facility “for profit” in violation of Health and
      Safety Code Section 445. We cannot assure that government enforcement agencies
      will not view our marketing efforts as violating Health and Safety Code Section
      445.




**AMA
      ethical guidelines could adversely affect our business.**




The
      AMA’s
      Council on Ethical and Judicial Affairs has adopted a new ethical guideline
      which provides that physicians should not refer patients to health facilities
      in
      which they invest if they do not personally provide care in the facility, unless
      there is no alternative facility available. Any physician investor may want
      to
      consider, in consultation with his or her own advisors, the proposed AMA
      guidelines in making a decision whether to own or continue to own any securities
      of the Company.




**We
      may not be able to maintain or obtain commercially reasonable
      insurance.**




We
      currently have and/or plan to obtain such insurance that is available at
      commercially reasonable rates to cover potential liabilities. Such insurance
      includes professional liability insurance coverage, general liability insurance,
      property insurance, worker’s compensation coverage, director and officer
      liability insurance, employer liability insurance, and such other insurance
      we
      deem necessary and appropriate to protect against both medical and non-medical
      liabilities. However, we cannot guarantee that any particular liability will
      be
      covered by insurance or that any judgment or damages will not exceed the limits
      of coverage. In addition, the insurance policies obtained by us may not continue
      to be available to us or, if they are available, they may become too expensive
      for us to maintain. If we cannot maintain adequate professional and general
      liability insurance or if we suffer uninsured losses, our financial condition
      may be jeopardized, and investors could lose all or a portion of their
      investment.




**Our
      business revenue generation model is unproven and could
      fail.**




We
      cannot
      be certain that our management services fee revenue model will be successful.
      The potential profitability of this business model is unproven and there can
      be
      no assurance that we can achieve profitable operations. Our ability to generate
      revenues depends, among other things, on our ability to successfully attract
      contracting physicians, the ability of the physician and us to successfully
      attract customers to our locations through a multi-faceted marketing campaign
      and to expand operations into other markets, both in California and across
      the
      United States, as well as the timely receipt of management services fees from
      our contracting physicians. We may need to diversify our sources of revenue
      beyond that of management services fees to generate significant revenues and
      there can be no assurances that we will be able to achieve this diversification.
      Accordingly, we cannot guarantee that our business model will be successful
      or
      that we can sustain revenue growth, or achieve or sustain
      profitability.


12





**Our
      strategy to promote the brand “Dr. TATTOFF®” through marketing efforts may not
      be successful.**




We
      cannot
      currently measure the success of our marketing campaigns. Although we believe
      that with continued capital resources our planned marketing campaign will
      promote the brand and consequently, increase our number of clinics needed to
      meet the market needs, we do not currently have the cash resources to fund
      additional marketing efforts and the net proceeds of any debt or equity
      financings will not be sufficient to fund a nationwide marketing effort to
      support our expansion into other markets. Furthermore, even if we raise the
      necessary capital to fund the advertising campaign, we cannot provide assurances
      that our strategy will be successful in ultimately generating brand recognition
      and increased clinic site based on market numbers.




**Our
      service offering and geographic location is not diversified and if we attempt
      to
      diversify, we may not be successful.**




The
      development and management of laser tattoo removal clinics is our principal
      service, representing all of our revenue. Our success depends upon increasing
      the number of clinics so that our contracting physicians can provide treatment
      to people seeking services for laser tattoo removal. Although recent studies
      have indicated that our target market is growing on a national level, if we
      do
      not successfully develop and market our management services and the laser
      services of our contracting physicians, our revenue and operating results will
      be adversely affected. Consequently, if the market for laser tattoo removal
      service declines, does not grow as we anticipate, or becomes increasingly
      competitive, our business will be harmed as a result of our contracting
      physicians loss of revenue. In addition, any attempt by us to diversify our
      management service offerings may not be successful and may cause us to divert
      resources and management attention away from our core business.




Furthermore,
      our existing revenues are geographically concentrated in Southern California.
      Due to the geographic concentration of our clinics in the Southern California
      region, our results of operations and financial condition may be subject to
      fluctuations in regional economic conditions, and may be adversely affected
      by
      tightened controls on lending resulting from the current credit crisis that
      may
      affect our contracting physician’s customers’ spending habits. Additionally, our
      concentration of clinics in this geographic region heightens our exposure to
      adverse developments related to competition.





**Risks
      Related to our Securities**





**We
      do not anticipate paying dividends on our Common Stock in the foreseeable
      future.**





Although
      we recently declared a 55-to-1 share dividend prior to the Merger on February
      6,
      2008, we do not anticipate paying any additional dividends on our Common Stock
      in the foreseeable future. We intend to retain future earnings, if any, for
      use
      in the operation and expansion of any business we acquire and for the payment
      of
      our outstanding debt.





**Control
      by our largest shareholder could limit the ability of our other shareholders
      to
      influence business matters.**




As
      of May
      5, 2008, approximately 5,857,500 (56%) of our outstanding shares of Common
      Stock
      were beneficially owned by our controlling shareholder, Pacific Holdings
      Syndicate, LLC (“Controlling Shareholder”). As a result, our Controlling
      Shareholder is able to control all matters requiring shareholder approval
      including the election of directors and approval of significant transactions,
      such as any sale of the Company or our assets. This concentrated control will
      limit your ability to influence company matters and, as a result, our
      Controlling Shareholder may take actions that our shareholders do not view
      as
      beneficial. For example, this concentration of ownership could have the effect
      of delaying or preventing a change in control or otherwise discouraging a
      potential acquirer from attempting to obtain control of the Company, which
      in
      turn could cause the value of our securities to decline or prevent our
      shareholders from realizing a premium for their securities.





**Your
      ownership in the Company will be diluted upon conversion of the Convertible
      Debentures and Series A Preferred Stock, as well as any subsequent financings
      that we may conduct.**




Upon
      conversion of the Series A Preferred Stock, Convertible Debentures and
      convertible promissory notes, holders of our Common Stock may experience
      substantial dilution as a result of such conversions, as well as a result of
      any
      financings that we may conduct in the future. Further, additional infusions
      of
      capital may have a dilutive effect on the book value of outstanding securities,
      including securities issued in any subsequent financing or in connection with
      loans or other capital raising transactions. Certain other events could also
      result in the issuance of additional shares of our Common Stock, including
      issuances in connection with acquisitions of other businesses or
      assets.


13


**Certain
      provisions of our corporate documents may discourage unsolicited offers to
      acquire the Company.**





Certain
      provisions of our Articles of Incorporation and Bylaws may have the effect
      of
      discouraging attempts to acquire the Company without the cooperation of our
      Board of Directors and management, including: (i) provisions requiring prior
      notice of matters to be brought before meetings of shareholders, and (ii) the
      ability of our Board to issue additional shares of Common Stock and preferred
      stock authorized in our Articles of Incorporation without stockholder approval.
      Any of these measures may impede a takeover of the Company without the approval
      of our Board of Directors and management.




**There
      may be adverse tax consequences as a result of the Merger.**





As
      a
      general rule, federal and state tax laws and regulations have a significant
      impact upon the structuring of business combinations. We have evaluated the
      possible tax consequences of any prospective business combination and endeavored
      to structure the Merger so as to achieve the most favorable tax treatment for
      all parties involved, including the Company and Dr. TATTOFF®. There can be no
      assurance that the Internal Revenue Service (“IRS”) or relevant state tax
      authorities will ultimately assent to our tax treatment of a particular
      consummated business combination. To the extent the IRS or any relevant state
      tax authorities ultimately prevail in re-characterizing the tax treatment of
      a
      business combination, there may be adverse tax consequences to the post-merger
      company.





**We
      have incurred and will continue to incur increased costs as a result of being
      a
      reporting company.**





As
      a
      result of becoming a reporting company, we are required to file periodic and
      current reports, proxy statements and other information with the SEC and we
      must
      adopt policies regarding disclosure controls and procedures and regularly
      evaluate those controls and procedures. The Sarbanes-Oxley Act of 2002, as
      well
      as a variety of related rules implemented by the SEC, have required changes
      in
      corporate governance practices and generally increased the disclosure
      requirements of public companies. As a reporting company, we incur significant
      additional legal, accounting and other expenses in connection with our public
      disclosure and other obligations. Management has also been engaged in assisting
      executive officers, directors and, to a more limited extent, shareholders,
      with
      matters related to beneficial ownership reporting. Although not presently
      applicable to us, in the future we will be required to establish, evaluate
      and
      report on our internal control over financial reporting and to have our
      registered independent public accounting firm issue an attestation as to such
      reports.





We
      have
      incurred, and expect to continue to incur, increased general and administrative
      expenses as a reporting company. We also believe that compliance with the myriad
      rules and regulations applicable to reporting companies and related compliance
      issues will divert time and attention of management away from operating and
      growing our business.





Being
      a
      public company also increases the risk of exposure to class action shareholder
      lawsuits and SEC enforcement actions, and increases the expense to obtain
      appropriate director and officer liability insurance on acceptable or even
      reduced policy limits and coverage. As a result, we may find it more difficult
      to attract and retain qualified persons to serve on our board of directors
      or as
      executive officers.





**If
      our Common Stock is subject to the SEC’s penny stock rules, broker-dealers may
      experience difficulty in completing customer transactions and trading activity
      in our securities may be adversely affected.**





Our
      Common Stock is not currently traded on any national securities exchange or
      quotation system sponsored by a national securities exchange and the fair market
      value is currently less than five dollars. A penny stock is generally defined
      under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as any
      equity security other than a security that: (i) is a national market system
      stock listed on a “grandfathered” national securities exchange, (ii) is a
      national market system stock listed on a national securities exchange or an
      automated quotation system sponsored by a registered national securities
      association that satisfies certain minimum quantitative listing standards,
      (iii)
      has a transaction price of five dollars or more, or (iv) is a security whose
      issuer has met certain net tangible assets or average revenues, among other
      exemptions. Therefore, if we have net tangible assets of $5,000,000 or less
      or
      average revenues of less than $6,000,000 for three consecutive years,
      transactions in the Common Stock may become subject to the “penny stock” rules
      promulgated under the Exchange Act. In accordance with these rules,
      broker-dealers participating in transactions in low-priced securities must
      first
      deliver a risk disclosure document that describes the risks associated with
      such
      stocks, the broker-dealer’s duties in selling the stock, the customer’s rights
      and remedies and certain market and other information. Furthermore, the
      broker-dealer must make a suitability determination approving the customer
      for
      low-priced stock transactions based on the customer’s financial situation,
      investment experience and objectives. Broker-dealers must also disclose these
      restrictions in writing to the customer, obtain specific written consent from
      the customer and provide monthly account statements to the customer. The effect
      of these restrictions will probably decrease the willingness of broker-dealers
      to make a market in our Common Stock, decrease liquidity of our Common Stock
      and
      increase transaction costs for sales and purchases of our Common Stock as
      compared to other securities. If our Common Stock becomes subject to these
      rules, broker-dealers may find it difficult to effectuate customer transactions
      and trading activity in our securities may be adversely affected. As a result,
      the market price of our securities may be depressed if our securities become
      publicly traded and shareholders may find it more difficult to sell their shares
      of Common Stock.


14





**If
      we fail to maintain an effective system of internal control over financial
      reporting and disclosure controls and procedures, we may be unable to accurately
      report our financial results and comply with the reporting requirements under
      the Exchange Act.**





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), we
      will be required, beginning with our annual report on Form 10-K for the
      fiscal year ending December 31, 2008, to include the registered public
      accounting firm’s attestation report on our management’s assessment of our
      internal control over financial reporting. We are in the process of preparing
      an
      internal plan of action for compliance with the requirements of
      Section 404. As a result, we cannot guarantee that we will not have any
“significant deficiencies” or “material weaknesses” within our processes.
      Compliance with the requirements of Section 404 is expected to be expensive
      and time-consuming. If we fail to complete this evaluation in a timely manner,
      we could be subject to regulatory scrutiny and a loss of public confidence
      in
      our internal control over financial reporting. In addition, any failure to
      establish an effective system of disclosure controls and procedures could cause
      our current and potential stockholders and customers to lose confidence in
      our
      financial reporting and disclosure required under the Exchange Act, which could
      adversely affect our business.





**ITEM
              1B.**
            **UNRESOLVED
                STAFF COMMENTS**





There
      are
      no unresolved staff comments as of the date of this Annual Report.





**ITEM
              2.**
            **PROPERTIES**





We
      currently lease our office space for clinics and certain office equipment under
      noncancelable operating lease agreements. Occupancy lease agreements, in
      addition to base rentals, generally are subject to annual escalation provisions
      that range from 3% to 4% and options to renew ranging from 3 years to 5 years.
      Our current facilities may not be adequate for our needs in the future as it
      is
      anticipated the Company will increase the number of clinics it operates and
      manages.





**ITEM
              3.**
            **LEGAL
                PROCEEDINGS**





None.





**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





None.


15


**PART
      II**





**ITEM
              5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY
                SECURITIES**





As
      of May
      5, 2008, we had approximately 48 shareholders of record of our Common Stock.
      Our
      Common Stock is not listed or traded on any national or regional securities
      exchange or other inter-dealer electronic quotation service.





**Dividends**





On
      February 4, 2008, our Board of Directors approved a share dividend to our
      shareholders that was effected on February 6, 2008 (“Dividend Date”), whereby
      each issued and outstanding share of the Company’s Common Stock as of the
      Dividend Date received 55.5 shares of the Company’s Common Stock for each share
      of Common Stock held by such shareholder on the Dividend Date. No fractional
      shares were issued and instead were rounded up to the nearest whole share.
      We do
      not anticipate paying any other dividends on our Common Stock in the foreseeable
      future. We anticipate that we will retain future earnings, if any, to fund
      the
      development and growth of our business.





**Equity
      Compensation Plans**





As
      of
      January 31, 2008, there were no equity compensation plans or individual
      compensation arrangements of the Company under which our equity securities
      were
      authorized for issuance to employees or non-employees.





**Unregistered
      Sales of Equity Securities and Use of Proceeds**





In
      January 2008, we issued an aggregate of 4,667 shares of our Common Stock in
      a
      private placement offering to 6 accredited purchasers, at a purchase price
      of
      $6.00 per share, for gross proceeds of $28,002. There were no broker commissions
      paid in connection with the sale of these securities.




The
      above
      issuances of securities were exempt from registration under the Securities
      Act
      in reliance upon Section 4(2) of the Securities Act and/or Regulation D
      promulgated thereunder as transactions by an issuer not involving a public
      offering, unless otherwise indicated. The securities will be deemed restricted
      securities within the meaning of Rule 144(a) under the Securities Act. A legend
      was placed on the stock certificates representing the securities providing
      that
      the securities have not been registered under the Securities Act and cannot
      be
      sold or otherwise transferred without an effective registration or an exemption
      therefrom.





**ITEM
              6.**
            **SELECTED
                FINANCIAL DATA**





Not
      required under Regulation S-K for “smaller reporting companies.”





**ITEM
              7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





The
      following discussion and analysis of our financial condition and results of
      operations should be read in conjunction with our financial statements and
      the
      notes thereto and other financial information appearing elsewhere in this Annual
      Report. This discussion and analysis contains forward-looking statements
      relating to our future events or our future financial performance. These
      forward-looking statements involve certain risks, uncertainties and assumptions.
      In light of these risks and uncertainties, the forward-looking events discussed
      in this Annual Report might not occur. Our actual financial results and
      performance may differ materially from those anticipated. Factors that may
      cause
      actual results or events to differ materially from those contemplated by the
      forward-looking statements include, among other things, the matters set forth
      in
“Risk Factors,” “Business” and elsewhere in this Annual Report. You are
      cautioned not to place undue reliance on forward-looking statements contained
      in
      the Annual Report as they speak only as of the date on the front cover of this
      Annual Report. We do not undertake any obligation to publicly update or revise
      any forward-looking statements, whether as a result of new information, future
      events or otherwise. See “Special Note Regarding Forward-Looking
      Statements.”


16





**Overview**





Prior
      to
      the Merger with Dr. TATTOFF® on February 11, 2008, we were a blank check
      company. A blank check company is a company that has no specific business plan
      or purpose or has indicated that its business plan is to engage in a merger
      or
      acquisition with an unidentified company or companies, or other entity or
      person. During December 2006 we completed a public offering that complied with
      the provisions of Rule 419 of the Securities Act of 1933. We issued 5,000 shares
      of our Common Stock in a self-underwritten initial public offering through
      Roland Perry, our former sole officer and director. In December 2007, we
      returned all the funds received from the investors as required by Rule 419
      based
      on our inability to complete an acquisition on or before December 14, 2007.
      The
      shares of our Common Stock issued and held in escrow were returned to treasury.





**Recent
      Events**





On
      February 11, 2008, Dr. TATTOFF® merged with and into the Company, pursuant to a
      Merger Agreement. In accordance with the Merger Agreement, certain outstanding
      units of membership interest of Dr. TATTOFF® (“Units”) were converted into the
      right to receive one validly issued, fully paid and non-assessable share of
      the
      Company’s Common Stock on a one-for-one basis. In addition, certain other Units
      were converted into the right to receive validly issued, fully paid and
      non-assessable shares of Series A Preferred Stock.




As
      a
      result, at the closing of the Merger, we issued an aggregate of 7,946,067 shares
      of our Common Stock to certain former members of Dr. TATTOFF® and 10,940 shares
      of our Series A Preferred Stock to certain other former members of Dr. TATTOFF®,
      representing 76% of our outstanding Common Stock and 100% of our outstanding
      Series A Preferred Stock on a post-Merger basis.





Since
      its
      inception in 2004 and prior to the Merger, Dr. TATTOFF® operated as a California
      limited liability company providing marketing and practice management services
      to a licensed physician who performs primarily laser tattoo removal services
      and
      will continue to provide these services on a post-Merger basis. As a result
      of
      acquiring Dr. TATTOFF®’s business in the Merger, the Company operates under a
      management services agreement with a contracting physician whereby we provide
      technical, management, administrative, marketing and support services,
      insurance, equipment and clinical site and the contracting physician’s medical
      personnel provide laser tattoo removal services.




We
      operate three clinics in Southern California. In July 2004, Dr. TATTOFF® opened
      its first clinic in Beverly Hills, a second clinic in Irvine in June 2005,
      and a
      third clinic in Encino, opened in March 2006. Laser tattoo removal is performed
      using a Medlitec6 laser by trained nurses under the supervision of a
      licensed physician ensuring quality control throughout the treatment. The
      physician’s practice, to which we provide management services, has performed
      over 15,000 laser tattoo removal treatments in our clinics in Southern
      California since 2004. Development of clinical sites and management of laser
      tattoo removal clinics is our core business and currently all of our revenues
      are derived from the fees collected under our management agreement.




Our
      management services fee is based on a percentage of the contracting physician’s
      gross revenues, whose revenues are primarily a function of the size and
      characteristics of the tattoo that is to be removed. Our tattoo removal clinics
      have a relatively high degree of operating leverage due to the fact that many
      of
      its costs are fixed in nature. As a result, the contracting physician’s
      procedure volume can have a significant impact on our level of profitability
      since we operate under a fixed percentage of gross revenues
      arrangement.





Our
      management service fees are impacted by a number of factors, including but
      not
      limited to, our ability to assist the contracting physician to generate
      patients, placement for the physician through our consumer advertising and
      word
      of mouth referrals, the availability of patient financing and the effect of
      competition and discounting practices in the laser tattoo removal industry.





Our
      operating costs and expenses include:





·
            Management
                services expenses, including clinic facilities and related costs
                to
                operate the clinics, laser equipment, maintenance costs, medical
                supplies,
                clinic non-medical staff expenses, billing and collections and
                insurance;





·
            General
                and administrative costs, including corporate staff expense and other
                overhead costs;





·
            Marketing
                and advertising costs including marketing staff expense;
                and





·
            Depreciation
                and amortization of equipment and leasehold
                improvements.




Our
      strategic objective is to open as many as ninety similar laser tattoo clinics
      across the country over the next several years assuming the availability of
      capital exists, that we can retain a highly skilled management team and that
      our
      business model is proven to be successful in varying markets. There is currently
      no nationally branded provider of such services and the opportunity to gain
      first mover advantage is the motivation behind such an aggressive expansion
      plan.


17





We
      require substantial capital to fund our business operations and will continue
      to
      seek substantial amounts of capital to effectuate our business plan. We have
      experienced significant negative cash flow from operations to date and we expect
      to continue to experience significant negative cash flow in the future. See
      “Liquidity and Capital Resources” below for additional information. Our
      inability to generate sufficient funds from operations and external sources
      will
      have a material adverse effect on our business, results of operations and
      financial condition. If we are not able to raise additional funds, we will
      be
      forced to significantly curtail or cease our operations.





**Results
      of Operations**





**Year
      ended January 31, 2008 compared to the year ended January 31,
      2007**





***Revenues***





Prior
      to
      the Merger with Dr. TATTOFF®, we have not generated any revenues.





***Operating
      Expenses***





Total
      operating expenses for the fiscal year ended January 31, 2008 increased to
      $56,448 from $23,841 for the fiscal year ended January 31, 2007. This increase
      is primarily related to the expenses incurred as a result of the merger
      transaction with Dr. TATTOFF® and the legal and accounting expenses associated
      with satisfying our reporting obligations.





***Net
      Loss***




Our
      net
      loss for the fiscal year ended January 31, 2008 increased to $(56,073) from
      $(23,635) for the fiscal year ended January 31, 2007, as a result of the
      increase in operating expenses as set forth above.





**Liquidity
      and Capital Resources**





As
      of
      January 31, 2008, we had $15,605 in cash available and had current liabilities
      of $79,773. As a result of the Merger, however, we assumed all of the
      outstanding obligations and liabilities of Dr. TATTOFF®, effective February 11,
      2008. Accordingly, we now have a substantial working capital deficiency,
      recurring net losses, and have incurred net cash outflows from operating
      activities, and Dr. TATTOFF® had suffered significant losses since inception.
      The Company’s ability to contine as a going concern is dependent upon our
      ability to generate sufficient cash flow to meet our obligations on a timely
      basis, to obtain additional financing as may be required, and ultimately to
      attain profitability.





During
      2007 and the first two months of 2008, Dr. TATTOFF® raised funds through the
      issuance of convertible promissory notes with investors and through a private
      placement of its Units to accredited investors to provide additional working
      capital. In addition, we recently completed a private offering of Convertible
      Debentures to accredited investors providing to the Company gross proceeds
      of
      $855,000. We intend to continue to provide for additional working capital
      through financings of debt and/or equity securities in the future, however,
      there can be no assurance that such financings will be available on acceptable
      terms, or at all.





Although
      we have been able to fund our current operating needs with collections from
      management services and short and long term debt and equity financing, we will
      need to raise a significant amount of cash through the sale of capital stock
      to
      sufficiently fund our planned operations, which will create significant dilution
      to the existing investors. We believe that our cash currently on hand will
      be
      sufficient to fund our current operations through the end of August 2008.
      However, increases in expenses or delays or failure to achieve our revenue
      growth through increasing the number of new clinics may adversely impact our
      ability to raise the necessary capital and may require additional cost
      reductions.





We
      do not
      have any arrangements with any bank or financial institution to secure
      additional financing and there can be no assurance that any such arrangement,
      if
      required or otherwise sought, would be available on terms deemed to be
      commercially acceptable and in our best interests. Failure to secure such
      financing or to raise additional capital or borrow additional funds and/or
      expand our operations may adversely affect the Company and our ability to
      continue operations.


18





**Critical
      Accounting Policies**





*Revenue
      Recognition*





The
      Company has adopted and follows the guidance provided in the Securities and
      Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104, which provides
      guidance on the recognition, presentation and disclosure of revenue in financial
      statements.





*Cash*





The
      Company considers all highly liquid debt securities purchased with original
      or
      remaining maturities of three months or less to be cash equivalents. The
      carrying value of cash equivalents approximates fair value.





*Income
      Taxes*





Effective
      February 1, 2007, the Company adopted Financial Accounting Standards Board
      Interpretation (FIN) No: 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of Financial Accounting Standards Board (FASB) Statement on
      Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes”. The
      interpretation addresses the determination of whether tax benefits claimed
      or
      expected to be claimed on a tax return should be recorded in the financial
      statements. Under FIN 48, the Company may recognize the tax benefit from an
      uncertain tax position only if it is more likely than not that the tax position
      will be sustained on examination by the taxing authorities, based on the
      technical merits of the position. The tax benefits recognized in the financial
      statements from such a position should be measured based on the largest benefit
      that has a greater than fifty percent likelihood of being realized upon ultimate
      settlement. FIN 48 also provides guidance on derecognition, classification,
      interest and penalties on income taxes, accounting in interim periods and
      requires increased disclosures. At the date of adoption, and as of January
      31,
      2008, the Company does not have a liability for unrecognized tax
      benefits.





The
      Company files income tax returns in the U.S. federal jurisdiction and various
      states. The Company is subject to U.S. federal or state income tax examinations
      by tax authorities for the years after 2004. During the periods open to
      examination, the Company has Net Operating Losses (NOLs) and tax credit carry
      forwards for U.S. federal and state tax purposes that have attributes from
      closed periods. Since these NOLs and tax credit carry forwards may be utilized
      in future periods, they remain subject to examination.





The
      Company’s policy is to record interest and penalties on uncertain tax provisions
      as income tax expense. As of January 31, 2008, the Company has no accrued
      interest or penalties related to uncertain tax positions.





*Loss
      Per Share*





The
      Company computes basic and diluted loss per share amounts pursuant to Statement
      of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share.” There
      are no potentially dilutive shares outstanding and, accordingly, dilutive per
      share amounts are the same as basic per share amounts.





**Recent
      Accounting Pronouncements**




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities — Including an amendment of FASB
      Statement No. 115" (FAS 159), which becomes effective for the Company on
      February 1, 2008, permits companies to choose to measure many financial
      instruments and certain other items at fair value and report unrealized gains
      and losses in earnings. Such accounting is optional and is generally to be
      applied instrument by instrument. The Company does not anticipate that the
      election, of this fair-value option, will have a material effect on its
      financial condition, results of operations, cash flows or
      disclosures.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      157). SFAS 157 provides guidance for using fair value to measure assets and
      liabilities. SFAS 157 addresses the requests from investors for expanded
      disclosure about the extent to which companies measure assets and liabilities
      at
      fair value, the information used to measure fair value and the effect of fair
      value measurements on earnings. SFAS 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. SFAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007 and will be adopted by the Company in the first quarter of fiscal year
      2009. The Company is unable at this time to determine the effect that its
      adoption of SFAS 157 will have on its results of operations and financial
      condition.





**ITEM
              7A.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**





Not
      required under Regulation S-K for “smaller reporting
      companies.”


19





**ITEM
              8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY
                DATA**





The
      information required by this item is included in this report beginning at page
      F-1.





**ITEM
              9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE**





None.





**ITEM
              9A(T).**
            **CONTROLS
                AND PROCEDURES**




***Disclosure
        Controls and Procedures***
  As
        required by Rule 13a-15(b) under the Exchange Act, management carried out
        an
        evaluation, with the participation of the Company’s Principal Financial
        Officer/Principal Executive Officer, of the effectiveness of the Company's
        disclosure controls and procedures, as of January 31, 2008. Based on the
        evaluation as of January 31, 2008, the Principal Executive Officer/Principal
        Financial Officer of the Company concluded that the Company's disclosure
        controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e) under
        the
        Exchange Act) were not effective to ensure that the information required
        to be
        disclosed by the Company in the reports that it files or submits under the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in rules and forms of the SEC because of the Company’s late
        filing of its interim and annual reports on Form 10-QSB and Form 10-KSB for
        the
        periods beginning April 30, 2006 through October 31, 2007. At the time, the
        Company was a shell company with no operations and limited funding and
        resources. As a result of the Merger with Dr. TATTOFF and the appointment
        of new
        management, the Company believes that adequate steps are now being taken
        by
        management to reduce this risk on a going-forward basis. Management will
        seek to
        make additional changes in its financial reporting systems and procedures
        wherever necessary and appropriate to ensure their effectiveness and will
        make
        appropriate disclosures regarding any observations and changes as required
        in
        future periods.
 
 ***Internal
        Control Over Financial Reporting***
 
 Management
        of the Company is responsible for establishing and maintaining adequate internal
        control over financial reporting (“Internal Control”) for the Company as defined
        in Rule 13a-15(f) under the Exchange Act. The Company’s Internal Controls is
        designed to provide reasonable assurance to the Company’s management and board
        of directors regarding the preparation and fair presentation of published
        financial statements and the reliability of financial reporting.
 
 Because
        of its inherent limitations, Internal Controls may not prevent or detect
        misstatements. Therefore, even those systems determined to be effective can
        provide only reasonable assurance with respect to financial statement
        preparation and presentation.
 
 Management
        assessed the effectiveness of the Company’s Internal Control as of January 31,
        2008.  In making this assessment, management’s evaluation was based in
        part on the interpretative guidance provided by the Securities and Exchange
        Commission in its interpretative release on Internal
        Controls.  Considering the Company’s lack of operations during the
        fiscal year ended January 31, 2008, management of the Company did not identify
        any material weaknesses in Internal Controls or risks or errors in
        financial reporting for that time period.
 
 This
        annual report does not include an attestation report of the Company’s registered
        public accounting firm regarding Internal Control over financial reporting.
        Management’s report was not subject to attestation by the Company’s registered
        public accounting firm pursuant to temporary rules of the Securities and
        Exchange Commission that permit the Company to provide only management’s report
        in this annual report.
 
 A
        control
        system, no matter how well conceived and operated, can provide only reasonable,
        not absolute, assurance that the objectives of the control system are met.
        Further, the design of a control system must reflect the fact that there
        are
        resource constraints, and the benefits of controls must be considered relative
        to their costs. Because of the inherent limitations in all control systems,
        no
        evaluation of controls can provide absolute assurance that all control issues
        and instances of fraud, if any, within the Company have been detected. Because
        of the inherent limitations in a cost-effective control system, misstatements
        due to error or fraud may occur and not be detected.


**ITEM
              9B.**
            **OTHER
                INFORMATION**





Not
      applicable.


20


**PART
      III**





**ITEM
              10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**





The
      following table sets forth information about our executive officers and
      directors:




**Name**
            
            **Age**
            
            **Position**John
                J. Klobnak
            
            57
            
            Director
                and Chairman of the Board of DirectorsJames
                F. Morel
            
            37
            
            Founder
                and DirectorWilliam
                T. Kirby, D.O.
            
            35
            
            Medical
                Director, DirectorJohn
                P. Keefe
            
            59
            
            Chief
                Executive Officer, Acting Chief Financial Officer and Chief Operating
                OfficerIan
                A. Kirby
            
            28
            
            Chief
                Marketing Officer





**John
      J. Klobnak.** Mr.
      Klobnak has served as a director and Chairman of the Board of Directors of
      the
      Company since March 7, 2008. Prior to that, Mr. Klobnak served as Chairman
      and
      Chief Executive Officer of Laser Vision Centers, Inc. (“LaserVision”) from July
      1988 to May 2002, where he operated eye surgery centers in the United States,
      Canada, England, Ireland, Northern Ireland, Greece, Sweden, Finland and Cyprus.
      Mr. Klobnak’s company was the one of the world’s largest providers of refractive
      eye surgery, having an approximate twelve percent market share. Effective May
      15, 2002, LaserVision merged with TLC Vision Corporation (NASDAQ: TLCV) and
      became a subsidiary of TLCVision. From May 2002 to August 2004, Mr. Klobnak
      served on the board of directors of TLCVision as Vice-Chairman of the Board.
      Mr.
      Klobnak also served on the corporate governance committee of the Board of TLC
      Vision. From 1990 to 1993, Mr. Klobnak served as LaserVision’s Chairman,
      President and Chief Executive Officer. From 1986 to 1988, he served as Chief
      Operating Officer and subsequently President of MarketVision, a partnership
      acquired by LaserVision upon its inception in 1988. Prior to 1986, Mr. Klobnak
      was engaged in marketing and consulting. Mr. Klobnak also served as Chairman
      of
      the Board of Directors of Quick Study Radiology, Inc. in St. Louis, Missouri
      from 1999 to 2006.





**James
      F. Morel** .
      Mr.
      Morel has served as a director of the Company since March 7, 2008. Mr. Morel
      served as Interim Chief Executive Officer of the Company from February 2008
      through May 1, 2008. Mr. Morel created DRTATTOFF, LLC and the registered
      trademark, Dr. TATTOFF®, in 2004 as a marketing and management company for
      physicians interested in providing tattoo removal. Mr. Morel served as the
      Chief
      Executive Officer and a managing member of Dr. TATTOFF® since 2004. From 2001 to
      2004, Mr. Morel served as a producer and partner in Gorilla Advertising, a
      syndicated television commercial production company and Mackenzie-Morel
      Entertainment, an independent television production company. He developed and
      produced “Star Dates” for E!Television. As a partner in Mackenzie-Morel, he
      worked with numerous Hollywood networks and production companies. Mr. Morel
      was
      the founder and President of 1-800-POSTCARDS, a promotional printing company
      based in New York City and Los Angeles from 1995 to 2000. Also from 1995 to
      2000, Mr. Morel served as Publisher and Editor of POPsmear magazine, an arts
      and
      entertainment print magazine with international distribution. He oversaw a
      staff
      that produced articles and photographs covering the entertainment, music and
      art
      world. Mr. Morel holds a BA degree from Syracuse University’s Newhouse School of
      Communications and School of Arts & Sciences with a dual major of
      Advertising and Psychology and minor in Marketing. Mr. Morel filed for personal
      bankruptcy in October of 2001. This bankruptcy was discharged in December of
      2002.





**William
      T. Kirby, D.O.** Dr.
      Kirby has served as Medical Director of the Company since February 2008 and
      has
      served as a director of the Company since March 7, 2008. A board-certified
      dermatologist, Dr. Kirby has been the Medical Director and a managing member
      of
      Dr. TATTOFF® since 2004. Dr. Kirby has been a licensed physician since 2002 in
      California. Dr. Kirby’s medical practice is limited to dermatology with an
      emphasis on laser tattoo removal, cutaneous oncology, and facial cosmetic
      procedures. He is also the recipient of the Koprice award for his presentation
      on laser tattoo removal procedures and is considered by many to be one of the
      leading medical authorities on laser tattoo removal techniques. Dr. Kirby has
      a
      degree in biology from Emory University and a D.O. from Nova Southeastern
      University. He did his first year of postgraduate training in Internal Medicine
      at Mount Sinai Medical Center & Miami Heart Institute in Miami Beach,
      Florida in 2001. His Dermatology residency training took place in association
      with Western University/Pacific Hospital where he served as Chief Resident
      in
      the Department of Dermatology.


21





**John
      P. Keefe.** Mr.
      Keefe has served as Acting Chief Financial Officer and Chief Operating Officer
      of the Company since February 2008 and Chief Executive Officer since May 1,
      2008. Mr Keefe served as Chief Financial Officer for Dr. TATTOFF® prior to the
      Merger since November 2007. From January 2007 to November 2007, Mr. Keefe served
      as the Chief Financial Officer of Equicare Capital, LLC, a healthcare revenue
      cycle company, where he assisted in building financial models for the company
      and facilitated the company’s merger with Argyle Solutions Inc. in August 2007.
      From 2002 to 2006, Mr. Keefe was a co-founder and served as the Chief Operating
      Officer of Centerre Healthcare Corporation, an acute rehabilitation hospital
      company, where he was responsible for all aspects of hospital operations,
      including implementations, regulatory compliance, clinical quality, and
      marketing. Prior to that, Mr. Keefe served as Chief Financial Officer of
      NextCARE Hospitals, Inc., a long-term acute hospital company, from 1999 to
      2001.
      From 1995 to 1999, Mr. Keefe served as Chief Financial Officer of Intensiva
      HealthCare Corporation, a publicly traded long-term acute care hospital company,
      until its merger with Select Medical Corporation, where Mr. Keefe was
      responsible for all SEC filings, include quarterly and annual reports, as well
      as insider trading compliance and prospectus development. His duties also
      included responsibility for information systems, software/hardware selection,
      benefits design, risk management, and HMO/PPO contracting as well as all
      traditional financial function and reporting areas. Mr. Keefe has a BBA in
      Accounting from Georgia State University and became licensed as a Certified
      Public Accountant (Georgia) in 1981.





**Ian
      A. Kirby.** Mr.
      Kirby has served as Chief Marketing Officer of the Company since February 2008
      and for Dr. TATTOFF® prior to the Merger since November 2007. From February 2007
      through October 2007, Mr. Kirby served as Executive Creative Director for Art
      Machine, an entertainment advertising agency, where he was responsible for
      servicing and growing existing accounts, bringing in new ones, and directing
      creative aspects of projects from a diverse range of clients. Prior to that
      in
      2006, Mr. Kirby developed pitch presentations for Strategic Group, a New
      York-based company specializing in brand and image creation for a variety of
      clients. From 2002 to 2006, Mr. Kirby worked for Shoolery Design, another
      entertainment advertising agency, serving over two years as the Director of
      the
      Television department. From 2001 to 2002, Mr. Kirby headed West Coast Sales
      and
      Marketing efforts for Malaguti USA, the sole American importer of a European
      motor scooter company. Mr. Kirby holds a degree in Business Administration
      from
      the University of Florida.




**Key
      Employees**





**Monya
      Matewsky** .
      Ms.
      Matewsky has served as Director of Marketing of the Company since February
      2008.
      Ms. Matewsky has over six years experience in the medical industry and holds
      a
      Bachelor of Science Degree in business management and marketing from Bridgewater
      State College. As marketing manager for HealthWest, a start-up medical spa
      franchising company, from 2003 to 2005, she provided an intensive hands-on
      approach to implementing marketing programs for over 20 medical spas across
      the
      United States. She was also responsible for implementing employee training
      programs, recruitment and general day-to-day operations.





**Family
      Relationships**





Dr.
      William Kirby, a director and our Medical Director, and Ian Kirby, our Chief
      Marketing Officer, are brothers. There are no other family relationships between
      or among our executive officers and directors.





**Committees
      of the Board**




We
      have
      not established a separately designated audit committee. The entire Board of
      Directors is acting as the Company’s audit committee. We continue to evaluate
      the designation of an audit committee financial expert but have not yet
      designated such audit committee financial expert. We have not established a
      compensation committee or nominating committee. Since our securities are not
      presently listed on any exchange, we are not subject to the listing standards
      which require certain committees be comprised of independent members of the
      Board of Directors.





**Section 16(a)
      Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our officers, directors, and persons who
      own
      more than ten percent of a registered class of our equity securities to file
      reports of securities ownership and changes in such ownership with the SEC
      and
      NASDAQ. Officers, directors, and greater-than-ten-percent shareholders are
      required by SEC regulations to furnish us with copies of all Section 16(a)
      forms
      that they file.





Based
      solely upon a review of Forms 3, Forms 4, and Forms 5 furnished to us pursuant
      to Rule 16a-3 under the Exchange Act, we believe that such forms required to
      be
      filed pursuant to Section 16(a) of the Exchange Act during the year ended
      January 31, 2008 were not timely filed by the officers, directors, and security
      holders required to file such forms. Specifically, Roland Perry, Mr. Klobnak,
      ARK Venture Capital, Inc. and the Klobnak Irrevocable Trust, including Travis
      Aylward, as Trustee of the Klobnak Irrevocable Trust, filed their Form 3s
      late.


22


**Code
      of Ethics for Certain Officers**





In
      May
      2008, our Board of Directors adopted a Code of Ethics applicable to our Chief
      Executive Officer and Senior Financial Officers. A copy of this Code of Ethics
      will be made available on the Company’s website located at:
      www.drtattoff.com.





**Code
      of Business Conduct**





In
      May
      2008, our Board of Directors adopted a Code of Business Conduct applicable
      to
      Board of Directors, executives and employees. Any waivers of the Code of
      Business Conduct are required to be approved by a majority of the Board of
      Directors and any waivers granted to directors, executives or key employees
      will
      be disclosed on our website. We will provide a copy of this Code of Business
      Conduct on the Company’s website located at: www.drtattoff.com.





**ITEM
              11.**
            **EXECUTIVE
                COMPENSATION**





Prior
      to
      the Merger with Dr. TATTOFF®, no compensation had been paid to any officers or
      directors of the Company since inception. In accordance with the terms of the
      Merger Agreement, however, the Company adopted certain employment arrangements
      as of the effective date of the Merger, as more fully described below in the
      section entitled “ Employment
      Agreements. ”





The
      following table sets forth certain information relating to the compensation
      paid
      to Roland Perry, (collectively, the “named executive officer”), during our
      fiscal years ended January 31, 2008 and 2007.





**Summary
      Compensation Table**





**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Award(S)**
              **($)(3)**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compen-**
              **sation($)**
            
            **Nonqualified**
              **Deferred**
              **Compen-**
              **sation**
              **Earnings**
              **($)**
            
            **All Other**
              **Compen-**
              **sation**
              **($)**
            
            **Total**
              **($)**Roland
                Perry,
            
            
            2008
            
            
            0
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            0CEO
                and Principal
              Financial
                Officer (1)
            
            
            2007
            
            
            0
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            0




———————





(1)
            In
                connection with the Merger, Mr. Perry resigned from his positions
                as
                officer of the Company effective February 11, 2008 and as director
                of the
                Company effective March 7, 2008.





**Outstanding
      Equity Awards as of January 31, 2008**





There
      were no outstanding equity incentive awards held by our named executive officer
      as of January 31, 2008.





**Director
      Compensation**





We
      have
      not compensated our directors in the past nor do we currently have any standard
      director compensation arrangement or policy for compensating our directors,
      but
      intend to implement a policy in the future.





**Employment
      Agreements**




Effective
      October 2, 2007, William Kirby, D.O. commenced service as Dr. TATTOFF®’s
      full-time Medical Director and became entitled to receive an annual salary
      of
      $150,000. Dr. Kirby is eligible for all health and welfare insurance benefits
      offered to all other Dr. TATTOFF® employees as of the effective date. Dr. Kirby
      also agreed to execute Dr. TATTOFF®’s confidentiality, non-compete agreement.
      There is no written employment agreement or specified term for Dr. Kirby’s
      employment and either party may terminate the employment relationship at any
      time, with or without advance notice. In accordance with the terms of the
      Merger, the Company has assumed the obligations under this
      arrangement.


23





Effective
      October 19, 2007, Ian Kirby, Dr. William Kirby’s brother, accepted Dr.
      TATTOFF®’s offer of employment to serve as Dr. TATTOFF®’s full-time Chief
      Marketing Officer beginning November 12, 2007 and is entitled to receive an
      annual salary of $150,000. Mr. Kirby is eligible for all health and welfare
      insurance benefits offered to all other Dr. TATTOFF® employees effective thirty
      (30) days from the start date of his employment. In addition to his base salary,
      Mr. Kirby is eligible to participate in any bonus plans, incentive compensation
      programs and stock option plans, if any, as may be in effect from time to time,
      at a level consistent with his position and with Dr. TATTOFF®’s then current
      policies and practices. Mr. Kirby also agreed to execute Dr. TATTOFF®’s
      confidentiality, non-compete agreement. There is no written employment agreement
      or specified term for Mr. Kirby’s employment and either party may terminate the
      employment relationship at any time, with or without advance notice. In
      accordance with the terms of the Merger, the Company has assumed the obligations
      under this agreement.




Effective
      November 21, 2007, John Keefe accepted Dr. TATTOFF®’s offer of employment to
      serve as Dr. TATTOFF®’s Chief Financial Officer with an annual salary of
      $225,000. Mr. Keefe became the Acting Chief Financial Officer of the Company
      on
      the effective date of the Merger. Subsequently, on February 29, 2008, Mr. Keefe
      was appointed Chief Operating Officer of the Company and on May 1, 2008 was
      appointed Chief Executive Officer of the Company. There is no written employment
      agreement in place, however, the Company and Mr. Keefe are currently negotiating
      the terms of his employment agreement.




**Director
      Compensation**




None
      of
      our directors receive an annual fee for services nor do we pay fees to directors
      for their attendance at meetings; however, we may adopt a policy of making
      such
      payments in the future. We will reimburse out-of-pocket expenses incurred by
      directors in attending board and committee meetings, once committees are
      established.





**Director
      Independence**





We
      have
      determined that Mr. Morel and Dr. Kirby are not “independent” members of the
      Board of Directors, as defined under the standards of independence set forth
      in
      the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ Standards”), although
      these independent director standards or any other independence standards do
      not
      directly apply to us because we do not currently have any securities that are
      listed on NASDAQ or other exchange and we have not yet adopted any independence
      standards or criterion. Mr. John Klobnak, however, is deemed by our Board of
      Directors to be an “independent” director as defined under the NASDAQ Standards.
The
      Company has undertaken to elect a majority of independent directors in the
      future.





**ITEM
              12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





The
      following table sets forth certain information regarding beneficial ownership
      of
      our Common Stock as of May 5, 2008 by the following persons:





·
            each
                person (or group of affiliated persons) who is known by us to own
                more
                than five percent of the outstanding shares of our Common Stock,





·
            each
                director and executive officer, and





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





Beneficial
      ownership is determined in accordance with SEC rules and generally includes
      voting or investment power with respect to securities. Unless otherwise noted
      below, and subject to applicable property laws, to our knowledge each person
      has
      sole investment and sole voting power over the shares shown as beneficially
      owned by them. In
      computing the number and percentage of shares beneficially owned by a
      person, shares of Common Stock subject to warrants currently exercisable, or
      exercisable within 60 days of May 5, 2008, are counted as outstanding, but
      these shares are not counted as outstanding for computing the percentage
      ownership of any other person. Unless
      otherwise noted, the principal address of each of the directors and officers
      listed below is 8500 Wilshire Boulevard, Suite 105, Beverly Hills, California
      90211.


24





**Name
                of Beneficial Owner**
            
            **Amount and Nature**
              **of**
              **Beneficial**
              **Ownership**
            
            **Percent of Class (1)**Ark
                Venture Capital, Inc. (2)
            
            
            823,488
            
            
            7.9
            %John
                J. Klobnak (3)
            
            
            453,356
            
            
            4.3
            %Pacific
                Holdings Syndicate, LLC (4)
            
            
            5,875,500
            
            
            55.9
            %James
                Morel (4)
            
            
            0
            
            
            0
            %William
                Kirby (4) (5)
            
            
            147,333
            
            
            1.4
            %John
                Keefe
            
            
            0
            
            
            0
            %Ian
                Kirby (4)(6)
            
            
            158,971
            
            
            1.5
            %Christopher
                Knight (4) (7)
            
            
            668,356
            
            
            6.4
            %Officer
                & Directors as a Group (5 persons)
            
            
            651,297
            
            
            7.2
            %





(1)
      Assuming 10,469,761 shares of Common Stock issued and outstanding as of May
      5,
      2008.





(2)
      Voting and dispositive control of the shares of Common Stock held by Ark
      Venture Capital, Inc. is shared by Robert D. Keyser and Albert J. Poliak,
      the founders and former officers and directors of Lifesciences. Ark Venture
      Capital, Inc.’s address is 925 S. Federal Highway, Suite 600, Boca Raton,
      Florida 33432.





(3)
      These
      shares are jointly owned by Mr. Klobnak and his wife, Valerie J.S.
      Klobnak.





(4)
      Mr.
      Morel, Dr. William Kirby, Ian Kirby and Christopher Knight own approximately
      38.19%, 11.82%, 4.25%, and 26.52% of Pacific Holdings Syndicate, LLC,
      respectively, and Mr. Morel, Dr. Kirby and Mr. Knight are managing members
      of Pacific Holdings Syndicate, LLC.





(5)
      Includes warrants to purchase 27,536 shares of Common Stock at an exercise
      price
      of $1.00 per share.





(6)
      Includes warrants to purchase 41,241 shares of Common Stock at an exercise
      price
      of $1.25 per share and 39,586 shares of Common Stock at an exercise price of
      $1.00 per share.





(7)
      Includes warrants to purchase 123,786 shares of Common Stock at an exercise
      price of $1.00 per share. Mr. Knight’s mailing address is 1601 North
      Sepulveda Blvd., Manhattan Beach, CA 90266.





**ITEM
              13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**





**Certain
      Guarantees**




Dr.
      William Kirby, our Medical Director, personally guaranteed certain lease
      obligations of Dr. TATTOFF® and its affiliates. These obligations include the
      three real estate leases associated with the laser clinics operated by Dr.
      TATTOFF® in Irvine, Encino and Beverly Hills, California. Dr. Kirby has also
      guaranteed certain equipment leases of Dr. TATTOFF®. In accordance with the
      terms of the Merger, the Company assumed the obligations under these lease
      agreements.





In
      connection with Dr. TATTOFF®’s sale of an aggregate of $334,975 in convertible
      promissory notes from December 2007 through February 2008, Mr. Morel pledged
      16.71% of his 38.19% interest in Pacific Holdings Syndicate, LLC, the Company’s
      Controlling Shareholder, as collateral for the timely repayment of the
      obligations under the convertible promissory notes.




**Promissory
      Notes of Certain Related Parties**




Dr.
      TATTOFF® issued a promissory note to Dr. William Kirby, our Medical Director, on
      February 15, 2007 in the principal amount of $52,000. The note accrued interest
      at an annual rate of seven percent and was due and payable nine months following
      the issue date. Dr. Kirby subsequently agreed to amend the note to extend the
      due date of the note to March 31, 2008. As additional consideration for
      purchasing the notes, Dr. TATTOFF® issued Dr. Kirby an equity position in Dr.
      TATTOFF® at the time of issuance, which upon effecting the Merger, entitled Dr.
      Kirby to receive 64,725 shares of our Common Stock. Effective December 20,
      2007,
      Dr. Kirby agreed to convert the outstanding principal balance and accrued
      interest of $55,072 into 55,072 Units and warrants to purchase 27,536 Units
      initially at an exercise price of $1.25 per Unit, which was subsequently reduced
      to $1.00 per Unit in accordance with the terms of the warrant
      agreement.


25





On
      July
      25, 2007, Dr. TATTOFF® issued a convertible promissory note in a principal
      amount of $75,000 to Ian Kirby, our Chief Marketing Officer. The convertible
      promissory note was due the earlier of (i) 180 days following the issue date
      and
      (ii) two days following the effective date of the Merger. The convertible
      promissory note bore interest at an annual rate of ten percent and was
      convertible into shares of our Common Stock in accordance with the terms of
      the
      note. In connection with the note, Dr. TATTOFF® also issued to Mr. Kirby
      five-year warrants to purchase 41,241 Units of Dr. TATTOFF® at an exercise price
      is $1.25 per Unit. The convertible promissory note was in default and on
      December 20, 2007, Mr. Ian Kirby agreed to convert the outstanding principal
      balance and accrued interest of $78,144 into 78,144 Units and warrants to
      purchase 39,072 Units initially at an exercise price of $1.25 per Unit, which
      was subsequently reduced to $1.00 per Unit in accordance with the terms of
      the
      warrant agreement.





On
      November 15, 2007, Dr. TATTOFF® issued promissory notes in the aggregate
      principal amount of $64,000 to Messrs. Morel, Knight, Klobnak and Dr. Kirby.
      The
      outstanding principal and accrued interest on the notes was due on or before
      December 1, 2007 and the notes accrued interest at rate of eight percent per
      annum. The notes had a default interest rate of eighteen percent per annum.
      The
      promissory notes went into default and on December 20, 2007, all holders agreed
      to extend the maturity date of the notes to the earlier of (a) an additional
      six
      (6) months from December 1, 2007 or (b) five (5) business days from the date
      a
      registration statement registering the securities of the Company, or its
      successor entity in the event of a merger or other business combination, for
      public sale is declared effective by the SEC. In addition, each note holder
      waived any and all past defaults, late charges (including default interest
      rates) and penalties under the notes in their entirety. The Company has assumed
      the obligations under these notes in connection with the Merger, which have
      a
      principal outstanding balance of $65,195 as of February 8, 2008, including
      accrued but unpaid interest.




**Management
      Services Agreement**





William
      Kirby, D.O., individually as a physician, and Dr. TATTOFF® entered into a
      Management Agreement on August 31, 2004, which was superseded by the Management
      Agreement dated December 20, 2005. Pursuant to the terms of the Management
      Agreement, Dr. TATTOFF® provides technical, management, administrative,
      marketing and support services and equipment to the sites whereby Dr. Kirby
      provides or supervises tattoo removal services. The Management Agreement
      currently covers all three laser centers operated by Dr. TATTOFF®. The initial
      term of the Management Agreement was one year and renewed automatically for
      successive one year terms unless either party notified the other party in
      writing, not less than ninety days prior to the end of the then current term,
      of
      its intention not to renew the Management Agreement. The agreement also provides
      for such other termination events as set forth in the Management Agreement.
      The
      Management Agreement was subsequently amended in August 2007, such that the
      term
      of the Management Agreement is for five (5) years commencing on August 31,
      2004
      and ending on August 30, 2009. The August 2007 amendment increased the amount
      that Dr. Kirby is required to pay Dr. TATTOFF® for management services to 65% of
      the gross revenues of Dr. Kirby in 2004 and 2005, and 60% in 2006 through 2009.
      A second amendment to the Merger Agreement was entered into effective December
      31, 2007, which substitutes William Kirby, D.O., Inc., a medical corporation
      owned by Dr. Kirby, as a party to the Management Agreement in the place of
      Dr.
      Kirby as an individual. The amendment also changed the management fee to 50%
      of
      gross revenues of Dr. Kirby’s affiliated entity for the period from January 1,
      2007 to December 31, 2007 and 60% of gross revenues of Dr. Kirby’s affiliated
      entity for the period from January 1, 2008 to August 30, 2009, as well as
      modified the provision applicable to costs for “Advertising Services” (as that
      term is defined in the Management Agreement) such that the Company is
      responsible for paying all costs in excess of 15% of Dr. Kirby’s affiliated
      entity’s gross revenues out of the management fee that it collects from Dr.
      Kirby’s affiliated entity. In accordance with the terms of the Merger, the
      Company assumed the position of Dr. TATTOFF® under the Management
      Agreement.





**Other
      Certain Transactions**




Messrs.
      Keyser and Poliak, our former executive officers, also serve as executive
      officers and maintain voting control over Ark Venture Capital, Inc. Effective
      August 15, 2005, Messrs. Keyser and Poliak resigned as officers and directors
      of
      our Company. Simultaneous with their resignations, they appointed Roland Perry
      to serve as sole director, Chief Executive Officer, Chief Financial Officer
      and
      President of our Company. Since inception, Ark Venture Capital has advanced
      our
      Company $38,376, all of which remains outstanding as of May 5, 2008. These
      advances are non-interest bearing and payable on demand.




On
      May
      16, 2007, Roland Perry, our former officer and director, sold 6,048 shares
      of
      our Common Stock to John J. Klobnak, our current Chairman of the Board of
      Directors, in consideration of $3,037.50. On May 16, 2007, Ark Venture Capital,
      Inc. sold 11,925 shares of our Common Stock to Mr. Klobnak in consideration
      of
      $5,962.50. The Company was not a party to these transfers. On the same date,
      Mr.
      Klobnak subsequently transferred 9,000 shares to the Klobnak Irrevocable Trust,
      as well as an aggregate of 976 shares to certain other individuals. Mr. Klobnak
      disclaims any beneficial interest in the trust.


26





From
      inception through the effective time of the Merger, Ark Financial Services,
      Inc.
      maintained, at no cost to us, our executive offices pursuant to an oral
      agreement. The offices were in approximately 1,100 square feet of office space
      located at 925 S. Federal Highway, Suite 600, Boca Raton, Florida 33432. Mr.
      Poliak and Mr. Keyser are executive officers and principal shareholders of
      Ark
      Financial Services, Inc.




On
      July
      23, 2007, Dr. TATTOFF® entered into a Finders Fee Agreement with Dawson James.
      Dawson James is controlled by Ark Financial Services, Inc. In connection with
      the issuance of a certain promissory note with a principal amount of $150,000,
      Dr. TATTOFF® paid Dawson James a cash fee of ten percent (10%) of the value of
      the transaction, as well as issued Dawson James warrants equal to ten percent
      (10%) of the value of the transaction (“Dawson James Warrants”). The warrants
      contained customary terms, including, but not limited to, demand and piggyback
      registration rights, and cashless exercise provisions. Dawson James also
      assisted Dr. TATTOFF® in obtaining other private financing, for which Dawson
      James received cash commissions of  $88,300 equal to 10% of the
      aggregate gross proceeds of the financing and warrants to purchase 88,300
      Dr. TATTOFF® Units, equal to 10% of the number of Units sold by Dawson
      James in the private financing. In accordance with the terms of the Merger,
      the
      Company assumed all of the warrants under the same terms and conditions as
      the
      Dawson James Warrants and the warrants issued in connection with the private
      financing.





Effective
      February 27, 2008, as amended on March 31, 2008, the Company entered into a
      selling agent agreement with Dawson James whereby Dawson James agreed to act
      as
      our exclusive selling agent in connection with the private offering of 12%
      convertible debentures and attached additional shares of Common Stock. For
      its
      services, we paid Dawson James, cash commissions of 10% of the aggregate gross
      proceeds of the units sold by Dawson James in the offering. As part of the
      selling agent compensation, Dawson James also received five-year warrants to
      purchase, at an exercise price of $1.00 per share, 85,500 shares of Common
      Stock.





**ITEM
              14.**
            **PRINCIPAL
                ACCOUNTING FEES AND
                SERVICES**





The
      aggregate fees, including expenses, billed byJewett,
      Schwartz, Wolfe & Associates,our
      current principal accountant, in connection with the audit of our consolidated
      financial statements for the last two fiscal years and for the review of our
      financial information included in our Annual Reports on Form 10-K for the fiscal
      year ended January 31, 2008 and Form 10-KSB for the fiscal year ended January
      31, 2007 were $12,500 and $7,500, respectively. Our current principal accountant
      also reviewed our quarterly reports on Form 10-QSB during the fiscal years
      ended
      January 31, 2008 and January 31, 2007. The aggregate fees, including expenses
      in
      connection with the review of our financial information included in our
      quarterly reports on Form 10-QSB during the fiscal years ending January 31,
      2008
      and January 31, 2007 were $18,400 and $4,500, respectively.




There
      were no “Audit Related Fees,” “Tax Fees,” or “Other Fees” billed by our
      principal accountant for services for the fiscal years ended January 31, 2008
      or
      January 31, 2007.


27


**PART
      IV**





**ITEM
              15.**
            **EXHIBITS,
                FINANCIAL STATEMENT
                SCHEDULES**





(a)
      Documents filed as part of the report.





(1)
      Financial Statements





Incorporated
      by reference from the financial statements and accompanying notes to financial
      statements beginning on page F-1 of this Annual Report filed on Form
      10-K.





(3)
      Exhibits





**Exhibit**
              **No.**
            
            **Description**2.1
            
            Agreement
                and Plan of Merger dated September 7, 2007 (incorporated by reference
                to
                Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC
                on October 1, 2007).2.2
            
            Amendment
                Number 1 to the Agreement and Plan of Merger, dated October 5, 2007
                (incorporated by reference to Exhibit 2.2 to the Company’s Current Report
                on Form 8-K filed with the SEC on February 11, 2008).2.3
            
            Amendment
                Number 2 to the Agreement and Plan of Merger, dated February 1, 2008
                (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly
                Report on Form 10-QSB filed with the SEC on February 8,
                2008).2.4
            
            Articles
                of Merger as filed with the Secretary of State of the State of Florida
                (incorporated by reference to Exhibit 2.4 to the Company’s Current Report
                on Form 8-K filed with the SEC on February 11, 2008).2.5
            
            Certificate
                of Merger as filed with the Secretary of State of the State of California
                (incorporated by reference to Exhibit 2.5 to the Company’s Current Report
                on Form 8-K filed with the SEC on February 11, 2008).3.1
            
            Articles
                of Incorporation (incorporated by reference to Exhibit 3.1 to the
                Company’s Current Report on Form 8-K filed with the SEC on February 11,
                2008).3.2
            
            By-Laws
                (incorporated by reference to Exhibit 3.2 to the Company’s Current Report
                on Form 8-K filed with the SEC on February 11, 2008).3.3
            
            Articles
                of Amendment to the Articles of Incorporation designating Series
                A
                Preferred Stock (incorporated by reference to Exhibit 3.3 to the
                Company’s
                Current Report on Form 8-K filed with the SEC on February 11,
                2008).4.1
            
            Form
                of 12% Convertible Debenture (incorporated by reference to Exhibit
                4.1 to
                the Company’s Current Report on Form 8-K filed with the SEC on May 1,
                2008).10.1
            
            Management
                Services Agreement between Dr. TATTOFF®, LLC and Will Kirby, D.O., dated
                December 20, 2005 (incorporated by reference to Exhibit 10.1 to the
                Company’s Current Report on Form 8-K filed with the SEC on February 11,
                2008).10.2
            
            Amendment
                to Management Services Agreement between Dr. TATTOFF®, LLC and Will Kirby,
                D.O., dated August 15, 2007 (incorporated by reference to Exhibit
                10.2 to
                the Company’s Current Report on Form 8-K filed with the SEC on February
                11, 2008).


28





10.3
            
            Amendment
                to Management Services Agreement between Dr. TATTOFF®, LLC, William Kirby,
                D.O. and Will Kirby, D.O., Inc., dated December 31,
                2007.*10.4
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Gregg Parker, in
                the principal amount of $150,000, dated June 15, 2007 (incorporated
                by
                reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.5
            
            Warrants
                issued by Dr. TATTOFF®, LLC in favor of Gregg Parker, to purchase 1,112
                membership units of the Company, dated June 18, 2007 (incorporated
                by
                reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.6
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Alex Tringas, in
                the principal amount of $150,000, dated July 20, 2007 (incorporated
                by
                reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.7
            
            Warrants
                issued by Dr. TATTOFF®, LLC in favor of Alex Tringas, to purchase 1,112
                membership units of the Company, dated July 20, 2007 (incorporated
                by
                reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.8
            
            Warrants
                issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, to purchase 556
                membership units of the Company, dated July 24, 2007 (incorporated
                by
                reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.9
            
            Finders’
                Fee Agreement by and between Dawson James Securities, Inc. and Dr.
                TATTOFF®, LLC, dated July 25, 2007 (incorporated by reference to Exhibit
                10.8 to the Company’s Current Report on Form 8-K filed with the SEC on
                February 11, 2008).10.10
            
            Finder's
                Fee Warrants issued by Dr. TATTOFF®, LLC in favor of Dawson James
                Securities, Inc., dated July 23, 2007 (incorporated by reference
                to
                Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the
                SEC on February 11, 2008).10.11
            
            Placement
                Agent Warrants issued by Dr. TATTOFF®, LLC in favor of Dawson James
                Securities, Inc., dated October 5, 2007 (incorporated by reference
                to
                Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the
                SEC on February 11, 2008).10.12
            
            Placement
                Agent Warrants issued by Dr. TATTOFF®, LLC in favor of Brookshire
                Securities Corporation, dated October 5, 2007 (incorporated by reference
                to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with
                the SEC on February 11, 2008).10.13
            
            Form
                of Promissory Note issued by Dr. TATTOFF®, LLC on November 15, 2007
                (incorporated by reference to Exhibit 10.12 to the Company’s Current
                Report on Form 8-K filed with the SEC on February 11,
                2008).10.14
            
            Form
                of Unit Purchase Warrant issued by Dr. TATTOFF®, LLC in the December 2007
                conversion of certain outstanding Promissory Notes (incorporated
                by
                reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11,
                2008).


29





10.15
            
            Form
                of Convertible Promissory Note issued by Dr. TATTOFF®, LLC in the December
                2007 private offering of Convertible Promissory Notes (incorporated
                by
                reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K
                filed with the SEC on February 11, 2008).10.16
            
            Form
                of Common Stock Purchase Warrant issued by Lifesciences Opportunities
                Incorporated in connection with the issuance of shares of Series
                A
                Preferred Stock (incorporated by reference to Exhibit 10.15 to the
                Company’s Current Report on Form 8-K filed with the SEC on February 11,
                2008).10.17
            
            Form
                of Registration Rights Agreement between Lifesciences Opportunities
                Incorporated and holders of shares of Series A Preferred Stock
                (incorporated by reference to Exhibit 10.16 to the Company’s Current
                Report on Form 8-K filed with the SEC on February 11,
                2008).10.18
            
            Standard
                Retail Lease by and between NK Beverly Hills Corporation, as landlord,
                and
                Dr. TATTOFF®, LLC, as tenant, for lease of premises located at 8500
                Wilshire Boulevard, Beverly Hills, California, dated February 16,
                2005
                (incorporated by reference to Exhibit 10.17 to the Company’s Current
                Report on Form 8-K filed with the SEC on February 11,
                2008).10.19
            
            Standard
                Multi-Tenant SubLease by and between Bryan D. Allen, as Sublessor
                and Dr.
                TATTOFF®, LLC, as Sublessee for lease of premises located at 8447 Wilshire
                Boulevard, Beverly Hills, California, dated September 6, 2007
                (incorporated by reference to Exhibit 10.18 to the Company’s Current
                Report on Form 8-K filed with the SEC on February 11,
                2008).10.20
            
            Standard
                Multi-Tenant SubLease by and between John G. Alevizos, D.O., Inc.,
                as
                Sublessor and William Kirby D.O., Inc., as Sublessee for lease of
                premises
                located at 15751 Rockfield, Unit 120, Irvine, California, dated January
                18, 2006 (incorporated by reference to Exhibit 10.19 to the Company’s
                Current Report on Form 8-K filed with the SEC on February 11,
                2008).10.21
            
            Standard
                Multi-Tenant Office Lease by and between States Associates, LLC,
                as Lessor
                and Dr. TATTOFF® Master, LLC, as Lessee for lease of premises located at
                15751 Rockfield, Unit 120, Irvine, California, dated January 18,
                2006
                (incorporated by reference to Exhibit 10.20 to the Company’s Current
                Report on Form 8-K filed with the SEC on February 11,
                2008).10.22
            
            Form
                of Subscription Agreement (incorporated by reference to Exhibit 10.1
                to
                the Company’s Current Report on Form 8-K filed with the SEC on May 1,
                2008).10.23
            
            Form
                of Registration Rights Agreement (incorporated by reference to Exhibit
                10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May
                1, 2008).10.24
            
            Form
                of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to
                the
                Company’s Current Report on Form 8-K filed with the SEC on May 1,
                2008).10.25
            
            Form
                of Broker-Dealer Warrants (incorporated by reference to Exhibit 10.4
                to
                the Company’s Current Report on Form 8-K filed with the SEC on May 1,
                2008).10.26
            
            Amended
                and Restated Selling Agreement, dated March 31, 2008, by and between
                Lifesciences Opportunities Incorporated and Dawson James Securities,
                Inc.
                (incorporated by reference to Exhibit 10.5 to the Company’s Current Report
                on Form 8-K filed with the SEC on May 1,
                2008).


30





21.1
            
            Subsidiaries
                (incorporated by reference to Exhibit 21.1 to the Company’s Current Report
                on Form 8-K filed with the SEC on February 11, 2008).31.1
            
            Certification
                of Principal Executive Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*31.2
            
            Certification
                of Principal Financial Officer pursuant to Securities Exchange Act
                Rules
                13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*32.1
            
            Certification
                of Principal Executive Officer pursuant to 18 U.S.C. Section 1350,
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.*




*
            Filed
                herewith.


31




Lifesciences
        Opportunities, Inc.
 
 FINANCIAL
        STATEMENTS
 
 
 Table
        of
        Contents
  Report
                  of Independent Certified Public Accountants
              F
                  -
                  2Balance
                  Sheets
              F
                  -
                  3Statements
                  of Operations
              F
                  -
                  4Statements
                  of Changes in Shareholders’ Deficit
              F
                  -
                  5Statements
                  of Cash Flows
              F
                  -
                  6Notes
                  to Financial Statements
              F
                  -
                  7 -13
 
 F-1
  Report
        of Independent Registered Public Accounting Firm
  
 To
        the
        shareholders and board of directors
 Lifesciences
        Opportunities Incorporated:
 
 We
        have
        audited the accompanying balance sheets of Lifesciences Opportunities, Inc.
        as
        of January 31, 2008 and 2007, and the related statements of operations,
        shareholders’ deficit and cash flows for years then ended. These financial
        statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company is not required
        to
        have, nor were we engaged to perform, an audit of its internal control over
        financial reporting. Our audit included consideration of internal control
        over
        financial reporting as a basis for designing audit procedures that are
        appropriate in the circumstances, but not for the purpose of expressing an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Lifesciences Opportunities,
        Inc. as
        of January 31, 2008 and 2007, and the results of its operations and its cash
        flows for the years then ended in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying financial statements referred to above have been prepared assuming
        that the Company will continue as a going concern. As more fully described
        in
        Note 1, the Company’s need to seek new sources or methods of financing or
        revenue to pursue its business strategy, raise substantial doubt about the
        Company’s ability to continue as a going concern. Management’s plans as to these
        matters are also described in Note 1. The financial statements do not include
        any adjustments that might result from the outcome of this uncertainty.
 
 
 JEWETT,
        SCHWARTZ, WOLFE & ASSOCIATES
 
 HOLLYWOOD,
        Florida,
 May
        12,
        2008




F-2


LIFESCIENCES
      OPPORTUNITIES INCORPORATED





BALANCE
      SHEETS


January
                  31,
              
              January
                  31,2008
              
              2007ASSETSCURRENT
                  ASSETSCash
              
              $
              15,605
              
              $
              6TOTAL
                  CURRENT ASSETS
              
              
              15,605
              
              
              6OTHER
                  ASSETSRestricted
                  cash
              
              
              -
              
              
              30,122TOTAL
                  ASSETS
              
              $
              15,605
              
              $
              30,128LIABILITIES
                  AND SHAREHOLDERS' DEFICITCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              27,740
              
              $
              3,894Accrued
                  expenses
              
              
              13,657
              
              
              15,225Loan
                  from shareholders
              
              
              38,376
              
              
              9,100TOTAL
                  CURRENT LIABILITIES
              
              
              79,773
              
              
              28,219TOTAL
                  LIABILITIES
              
              
              79,773
              
              
              28,219COMMITMENTS
                  AND CONTINGENCIESSHAREHOLDERS'
                  DEFICITCommon
                  stock, $0.0001 par value,80,000,000
                  shares authorized,40,000
                  shares issued and outstanding
              
              
              4
              
              
              4Additional
                  paid-in capital
              
              
              4,996
              
              
              4,996Stock
                  subscription received
              
              
              20,000
              
              
              30,004Accumulated
                  deficit
              
              
              (89,168
              )
              
              (33,095
              )TOTAL
                  SHAREHOLDERS' DEFICIT
              
              
              (64,168
              )
              
              1,909TOTAL
                  LIABILITIESAND
                  SHAREHOLDERS' DEFICIT
              
              $
              15,605
              
              $
              30,128


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


F-3


LIFESCIENCES
        OPPORTUNITIES INCORPORATED
 
 STATEMENTS
        OF OPERATIONS


For
                  the years endedJanuary
                  31,
              
              January
                  31,2008
              
              2007REVENUES
              
              $
              -
              
              $
              -OPERATING
                  EXPENSES
              
              
              56,448
              
              
              23,841LOSS
                  FROM OPERATIONS
              
              
              (56,448
              )
              
              (23,841
              )OTHER
                  INCOME
              
              
              375
              
              
              206LOSS
                  BEFORE TAXES
              
              
              (56,073
              )
              
              (23,635
              )INCOME
                  TAXES
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (56,073
              )
              $
              (23,635
              )Weighted
                  average commonshares
                  outstanding - basic and diluted
              
              
              40,000
              
              
              40,000NET
                  LOSS PER SHARE - basic and diluted
              
              $
              (1.40
              )
              $
              (0.59
              )
 The
          accompanying notes are an integral part of these financial
          statements.


F-4


LIFESCIENCES
        OPPORTUNITIES INCORPORATED
 
 STATEMENTS
        OF CHANGES IN SHAREHOLDERS' DEFICIT


Common
                  Stock
              
              
              
              Common80,000,000
                  shares authorized
              
              Additional
              
              StockShares
              
              Par
                  Value
              
              Paid-in
              
              Subscriptions
              
              AccumulatedIssued
              
              $.0001
                  per share
              
              Capital
              
              Received
              
              Deficit
              
              TotalBALANCE
                  - JANUARY 31, 2005 (Audited)
              
              
              40,000
              
              $
              4
              
              $
              4,996
              
              $
              -
              
              $
              (7,749
              )
              $
              (2,749
              )Net
                  Loss
              
              
              
              
              
              -
              
              
              -
              
              
              
              
              
              (1,711
              )
              
              (1,711
              )BALANCE
                  - JANUARY 31, 2006 (Audited)
              
              
              40,000
              
              $
              4
              
              $
              4,996
              
              $
              -
              
              $
              (9,460
              )
              $
              (4,460
              )Proceeds
                  from stock subscriptions
              
              
              
              
              
              -
              
              
              -
              
              
              30,004
              
              
              -
              
              
              30,004Net
                  Loss
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              (23,635
              )
              
              (23,635
              )BALANCE
                  - JANUARY 31, 2007 (Audited)
              
              
              40,000
              
              $
              4
              
              $
              4,996
              
              $
              30,004
              
              $
              (33,095
              )
              $
              1,909Stock
                  Subscriptions Cancelled
              
              
              
              
              
              
              
              
              
              
              
              (30,004
              )
              
              
              
              
              (30,004
              )Stock
                  Subscriptions Received
              
              
              
              
              
              
              
              
              
              
              
              20,000
              
              
              
              
              
              20,000Net
                  Loss
              
              
              
              
              
              -
              
              
              -
              
              
              -
              
              
              (56,073
              )
              
              (56,073
              )BALANCE
                  - JANUARY 31, 2008 (Audited)
              
              
              40,000
              
              $
              4
              
              $
              4,996
              
              $
              20,000
              
              $
              (89,168
              )
              $
              (64,168
              )
 The
          accompanying notes are an integral part of these financial
          statements.




F-5


LIFESCIENCES
        OPPORTUNITIES INCORPORATED
 
 STATEMENTS
        OF CASH FLOWS


For
                  the years endedJanuary
                  31,
              
              January
                  31,2008
              
              2007Cash
                  flows from operating activitiesNet
                  loss
              
              $
              (56,073
              )
              $
              (23,635
              )Adjustments
                  to reconcile net loss to netcash
                  used in operating activities:(Increase)
                  decrease in restricted cash
              
              
              30,122
              
              
              (30,122
              )Increase
                  in accounts payable
              
              
              23,846
              
              
              3,894Increase
                  (decrease) in accrued expenses
              
              
              (1,568
              )
              
              15,225Net
                  cash used by operating activities
              
              
              (3,673
              )
              
              (34,638
              )Cash
                  flows from financing activitiesProceeds
                  from shareholder loan
              
              
              29,276
              
              
              4,600Cancellation
                  of Common Stock Subscriptions
              
              
              (30,004
              )
              
              -Issuance
                  of common stock subscriptions
              
              
              20,000
              
              
              30,004Net
                  cash provided by financing activities
              
              
              19,272
              
              
              34,604NET
                  INCREASE (DECREASE) IN CASH
              
              
              15,599
              
              
              (34
              )CASH
                  AT BEGINNING OF PERIOD
              
              
              6
              
              
              40CASH
                  AT END OF PERIOD
              
              $
              15,605
              
              $
              6
 The
          accompanying notes are an integral part of these financial
          statements.


F-6
 
 LIFESCIENCES
        OPPORTUNITIES INCORPORATED
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 JANUARY
        31, 2008 AND 2007




NOTE
        1 -
        ORGANIZATION AND GOING CONCERN
 
 Lifesciences
        Opportunities Incorporated (the “Company”) was incorporated under the laws of
        the State of Florida on January 12, 2004, to engage in any lawful corporate
        undertaking, including, but not limited to, selected mergers and acquisitions.
        The Company had no operations up until the merger with DRTATTOFF, LLC, a
        California limited liability company (“Dr. TATTOFF®”), other than issuing shares
        of its common stock to its original shareholder and conducting a private
        offering of shares of its common stock in January 2008.
 
 The
        Company was formed to provide a method for a foreign or domestic private
        company
        to become a reporting (“public”) company whose securities are qualified for
        trading in the United States secondary market.
 
 On September
        7, 2007 ,
        the
        Company entered into an
        Agreement and Plan of Merger, as amended on October 5, 2007 and February
        1, 2008
        (“Merger Agreement”) with Dr. TATTOFF®. The
        merger was completed on February 11, 2008 (the “Merger”). See Note 7 -
        SUBSEQUENT EVENTS.
 
 Since
        its
        inception in 2004 and prior to the Merger, Dr. TATTOFF® operated as a California
        limited liability company providing marketing and practice management services
        to a licensed physician who performs primarily laser tattoo removal services
        and
        will continue to provide these services on a post-Merger basis. As a result
        of
        acquiring Dr. TATTOFF®’s business in the Merger, the Company operates under a
        management services agreement with a contracting physician whereby it provides
        technical, management, administrative, marketing and support services,
        insurance, equipment and clinical site and the contracting physician’s medical
        personnel provide laser tattoo removal services.
 
 These
        financial statements have been prepared assuming that the Company will continue
        as a going concern. The Company’s independent accountants have included a “going
        concern” paragraph in their audit report accompanying the financial statements
        for the year ended January 31, 2008 that cautions users of the statements
        that
        the Company needs to seek new sources or methods of financing or revenue
        to
        pursue its business strategy. The financial statements do no include any
        adjustments that might result from the outcome of this uncertainty. The Company
        anticipates that future revenue will be sufficient to cover certain operating
        expenditures, and, in the interim, will continue to pursue additional capital
        investment. However, there can be no assurance that the Company will be able
        to
        successfully acquire the necessary capital investment or revenue to continue
        their on-going efforts and continue operations. These factors, among others,
        create an uncertainty about the Company’s ability to continue as a going
        concern.
  F-7
 LIFESCIENCES
          OPPORTUNITIES INCORPORATED
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 JANUARY
          31, 2008 AND 2007
  NOTE
        2 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Revenue
        Recognition
 
 The
        Company has adopted and follows the guidance provided in the Securities and
        Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104, which provides
        guidance on the recognition, presentation and disclosure of revenue in financial
        statements.
 
 Use
        of
        Estimates
 
 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, and disclosure of
        contingent assets and liabilities, at the date of these financial statements,
        and the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 Cash
 
 The
        Company considers all highly liquid debt securities purchased with original
        or
        remaining maturities of three months or less to be cash equivalents. The
        carrying value of cash equivalents approximates fair value.
 
 Income
        Taxes
 
 Effective
        February 1, 2007, the Company adopted Financial Accounting Standards Board
        Interpretation (FIN) No: 48, “Accounting for Uncertainty in Income Taxes, an
        interpretation of Financial Accounting Standards Board (FASB) Statement on
        Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes”. The
        interpretation addresses the determination of whether tax benefits claimed
        or
        expected to be claimed on a tax return should be recorded in the financial
        statements. Under FIN 48, the Company may recognize the tax benefit from
        an
        uncertain tax position only if it is more likely than not that the tax position
        will be sustained on examination by the taxing authorities, based on the
        technical merits of the position. The tax benefits recognized in the financial
        statements from such a position should be measured based on the largest benefit
        that has a greater than fifty percent likelihood of being realized upon ultimate
        settlement. FIN 48 also provides guidance on derecognition, classification,
        interest and penalties on income taxes, accounting in interim periods and
        requires increased disclosures. At the date of adoption, and as of January
        31,
        2008, the Company does not have a liability for unrecognized tax
        benefits.
 
 The
        Company files income tax returns in the U.S. federal jurisdiction and various
        states. The Company is subject to U.S. federal or state income tax examinations
        by tax authorities for the years after 2004. During the periods open to
        examination, the Company has Net Operating Losses (NOLs) and tax credit carry
        forwards for U.S. federal and state tax purposes that have attributes from
        closed periods. Since these NOLs and tax credit carry forwards may be utilized
        in future periods, they remain subject to examination.
 
 F-8
 LIFESCIENCES
          OPPORTUNITIES INCORPORATED
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 JANUARY
          31, 2008 AND 2007
  The
        Company’s policy is to record interest and penalties on uncertain tax provisions
        as income tax expense. As of January 31, 2008, the Company has no accrued
        interest or penalties related to uncertain tax positions.
 
 Loss
        Per Share
 
 The
        Company computes basic and diluted loss per share amounts pursuant to Statement
        of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share.” There
        are no potentially dilutive shares outstanding and, accordingly, dilutive
        per
        share amounts are the same as basic per share amounts.
 
 Recent
        Accounting Pronouncements
  In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities -- Including an amendment of FASB
        Statement No. 115” (FAS 159), which becomes effective for the Company on
        February 1, 2008, permits companies to choose to measure many financial
        instruments and certain other items at fair value and report unrealized gains
        and losses in earnings. Such accounting is optional and is generally to be
        applied instrument by instrument. The Company does not anticipate that the
        election, of this fair-value option, will have a material effect on its
        financial condition, results of operations, cash flows or
        disclosures.
  In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
        157). SFAS 157 provides guidance for using fair value to measure assets and
        liabilities. SFAS 157 addresses the requests from investors for expanded
        disclosure about the extent to which companies measure assets and liabilities
        at
        fair value, the information used to measure fair value and the effect of
        fair
        value measurements on earnings. SFAS 157 applies whenever other standards
        require (or permit) assets or liabilities to be measured at fair value, and
        does
        not expand the use of fair value in any new circumstances. SFAS 157 is effective
        for financial statements issued for fiscal years beginning after November
        15,
        2007 and will be adopted by the Company in the first quarter of fiscal year
        2009. The Company is unable at this time to determine the effect that its
        adoption of SFAS 157 will have on its results of operations and financial
        condition.
  NOTE
        3 -
        RESTRICTED CASH
 
 Restricted
        cash as of January 31, 2007 was comprised of $30,122 received from stock
        subscriptions and placed in an escrow account subject to the provisions of
        the
        initial public offering as described in Note 6. There is zero balance in
        the
        restricted cash account as of January 31, 2008.
 
 F-9
 NOTE
        4 -
        RELATED PARTY TRANSACTIONS
 
 The
        loans
        from shareholders as of January 31, 2008 and January 31, 2007 are $38,376
        and
        $9,100, respectively. The loans are interest free and the Company imputed
        interest in accordance with the provisions of Accounting Principles Board
        Opinion (APBO) No. 21 Interest on Receivables and Payables. Accordingly,
        the
        interest expense for the periods ended January 31, 2008 and January 31, 2007
        are
        $828 and $510 respectively. The average interest rate used for the periods
        was
        4.02%.
 
 NOTE
        5 -
        ACCRUED EXPENSES
 
 Accrued
        expenses as of January 31, 2008 and January 31, 2007 are as follows
 
 2008
              
              2007Audit
                  fees
              
              $
              12,500
              
              $
              12,500Legal
                  fees
              
              
              -
              
              
              2,215Interest
                  expenses
              
              
              1,157
              
              
              510Total
                  accrued expenses
              
              
              13,657
              
              
              15,225
  NOTE
        6 -
        COMMON STOCK SUBSCRIBED
 
 In
        June,
        2006 the Company conducted a “blank check” offering subject to Rule 419 of
        Regulation C as promulgated by the U.S. Securities and Exchange Commission
        (SEC)
        under the Securities Act of 1933, as amended. The offering proceeds and the
        securities to be issued to investors were required to be deposited in an
        escrow
        account. While held in the escrow account, the deposited securities could
        not be
        traded or transferred. Except for an amount up to 10% of the deposited funds
        otherwise releasable under Rule 419, the deposited funds and the deposited
        securities could not be released until an acquisition meeting certain specified
        criteria had been consummated and a sufficient number of investors reconfirmed
        their investment in accordance with the procedures set forth in Rule 419.
        Pursuant to these procedures, a new prospectus, which described an acquisition
        candidate and its business and includes audited financial statements, was
        to be
        delivered to all investors. The Company would then have been required to
        return
        the pro rata portion of the deposited funds to any investor who did not elect
        to
        remain an investor. Unless a sufficient number of investors elected to remain
        investors, all investors would have been entitled to the return of a pro
        rata
        portion of the deposited funds (plus interest, if any) and none of the deposited
        securities would have been issued to investors. In the event an acquisition
        was
        not consummated within 18 months of the effective date of the prospectus,
        the
        deposited funds would be returned on a pro rata basis to all investors.
 
 The
        filing was declared to be effective by SEC on June 14, 2006. The Company
        offered
        10,000 shares through this offering and during December 2006, sold 5,000
        shares
        on a self-underwritten basis through a former sole officer and director.
        The
        Company placed the entire proceeds of $30,000 in an escrow account and the
        proceeds were subject to compliance with Rule 419. In December 2007, the
        Company
        returned all the funds received from the investors due to the fact that the
        Company was unable to comply with the requirements of Rule 419; specifically,
        the Company was unable to complete an acquisition on or before December 14,
        2007. The shares issued and held in escrow were returned to treasury.
  F-10
 LIFESCIENCES
          OPPORTUNITIES INCORPORATED
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 JANUARY
          31, 2008 AND 2007
 
 NOTE
        7 -
        SUBSEQUENT EVENTS
  In February
          2008, the Company issued an aggregate of 4,667 shares of its common stock
          in a
          private placement offering to 6 accredited purchasers, at a purchase price
          of
          $6.00 per share, for gross proceeds of $28,002. There were no broker commissions
          paid in connection with the sale of these securities.
 On
        February 4, 2008, the Company’s Board of Directors approved a share dividend to
        its shareholders that was effected on February 6, 2008 (“Dividend Date”),
        whereby each issued and outstanding share of the Company’s common stock as of
        the Dividend Date received 55.5 shares of the Company’s common stock for each
        share of common stock held by such shareholder on the Dividend Date. No
        fractional shares were issued and instead were rounded up to the nearest
        whole
        share. As a result of the Share Dividend, on February 6, 2008, the Company
        issued an aggregate of 2,479,027 shares of its restricted, unregistered common
        stock pro rata to its shareholders as of the Dividend Date.
 
 On
        February 6, 2008, the Company’s Board of Directors approved the designation of
        100,000 shares of the Company’s preferred stock as Series A Preferred Stock,
        with a stated value of $100 per share. On February 8, 2008, the Company
        designated the rights and preferences of a class of shares of Series A Preferred
        Stock authorizing 100,000 shares pursuant to the filing of an amendment to
        the
        Company’s Articles of Incorporation with the State of Florida. The Series A
        Preferred Stock pays annual dividends on any outstanding shares of Series
        A
        Preferred Stock in the amount of 10% per annum commencing on the issue date.
        At
        the option of the holder, the Company may pay the dividends in whole or in
        part
        on a payment in kind (i.e. Series A Preferred Stock) basis at any time,
        calculated based upon the Stated Value of the Series A Preferred.
 
 In
        addition, the shares of Series A Preferred Stock are convertible into the
        Company’s common stock at a conversion price of $1.00 per share of common stock,
        subject to the adjustments as specified in the Series A Preferred Stock
        Certificate of Designation. Each share of Series A Preferred Stock is
        convertible (i) at the option of the holder thereof from the time of issuance
        so
        long as such share(s) of Series A Preferred Stock remain outstanding; and
        (ii)
        automatically and mandatorily converted into common stock on the earlier
        of (x)
        March 1, 2009; (y) ten (10) calendar days following the closing date of a
        private or public offering of the common stock by the Company which yields
        gross
        proceeds to the Company (before any expenses) of not less than $5 million;
        or
        (z) at any time, at the option of the Company, provided that the common stock
        is
        listed or quoted on a trading market, such as an exchange or other quotation
        medium, and the average of the daily volume weighted average price of the
        common
        stock exceeds $2.00 per share of common stock for ten (10) consecutive trading
        days.
 
 On
        February 11, 2008, Dr. TATTOFF® merged with and into the Company pursuant to the
        Merger Agreement. In accordance with the Merger Agreement, the Company issued
        7,946,067 shares of its common stock and 10,940 shares of its Series A Preferred
        Stock to the former members of Dr. TATTOFF®, representing 76% of the Company’s
        outstanding common stock and 100% of its outstanding Series A Preferred Stock
        on
        a post-Merger basis. In connection with the issuance of the shares of Series
        A
        Preferred Stock, the holders of the Series A Preferred Stock also received
        five-year warrants to purchase an aggregate of 547,000 shares of the Company’s
        common stock at an exercise price of $1.00 per share. The exercise price
        of the
        warrants is subject to adjustment as set forth in the warrant agreement
        including the requirement that if the Company at any time prior to the
        expiration of the warrant, subject to certain exceptions, issues any shares
        or
        securities convertible into shares of the Company’s common stock to a person
        other than the warrant holder for a consideration per share less than the
        exercise price in effect at the time of such issuance, then the exercise
        price
        will be immediately reset to such lower price.
 
 F-11
 
 LIFESCIENCES
            OPPORTUNITIES INCORPORATED
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 JANUARY
            31, 2008 AND 2007
 In
        addition, under the terms of the Merger Agreement, the Company also issued
        or
        assumed five-year warrants to certain Dr. TATTOFF members to purchase an
        aggregate of 632,490 shares of the Company’s common stock, 325,957 of which have
        an exercise price of $1.25, subject to adjustment, 256,533 of which have
        an
        exercise price of $1.00, subject to adjustment and 50,000 of which have an
        exercise price of $0.80. The warrant exercise price is subject to adjustments
        for stock splits, stock dividends, mergers, reorganizations and asset sales.
        Certain of these warrants contain demand and “piggyback” registration rights, as
        well as cashless exercise provisions.
 
 In
        connection with the closing of the Merger, Roland Perry, the Company’s sole
        officer and director, resigned from the positions of principal executive
        officer, principal financial officer and director. Following Mr. Perry’s
        resignation as officer and pursuant to the Merger Agreement, James Morel,
        John
        Keefe and Ian Kirby were appointed Chief Executive Officer, Chief Financial
        Officer, and Chief Marketing Officer, respectively, of the Company. Effective
        February 29, 2008, Mr. Keefe was also appointed Chief Operating Officer.
        Mr.
        Morel and Dr. William Kirby became the directors of the Company on March
        7,
        2008, the effective date of the resignation of Mr. Perry. John J. Klobnak
        also
        become a director of the Company and was named Chairman of the Board on March
        7,
        2008. Subsequently, effective May 1, 2008, Mr. Morel resigned from his position
        as Chief Executive Officer and the board of directors of the Company appointed
        Mr. Keefe to serve as the Company’s Chief Executive Officer. The Company and Mr.
        Morel are currently negotiating the terms of the resignation.
 
 From
        December 2007 until immediately prior to the Merger, Dr. TATTOFF issued 10%
        secured convertible promissory notes in an aggregate principal amount of
        $334,975 (“Convertible Promissory Notes”), with warrants issuable upon
        conversion or maturity, in accordance with the terms of the Convertible
        Promissory Note (the “Promissory Note Warrants”). The Convertible Promissory
        Notes mature six months from the issue date (“Maturity Date”). The holder of a
        Convertible Promissory Note may, at his or her option, so long as any portion
        of
        the Convertible Promissory Note remains outstanding, elect to convert any
        outstanding and unpaid principal portion of Convertible Promissory Note,
        and any
        accrued and unpaid interest into shares of the Company’s common stock at a price
        of $1.00 per share of common stock, subject to adjustment. In the event the
        Convertible Promissory Note is converted, in whole or in part, then the holder
        is also entitled to receive at the time of conversion, a Promissory Note
        Warrant
        to purchase one-half share of the Company’s common stock at an exercise price of
        $1.00 per share, for each share of common stock issued upon conversion of
        the
        Convertible Promissory Note. In the event all or a portion of the Convertible
        Promissory Note remains outstanding on the Maturity Date, then the holder
        is
        entitled to receive on such date a Promissory Note Warrant to purchase one
        share
        of common stock at an exercise price of $1.00 per share, for each share of
        common stock which would have been issued had the principal balance and accrued
        and unpaid interest outstanding on the Maturity Date been converted in
        accordance with the terms of the Convertible Promissory Note. The exercise
        price
        of the Promissory Note Warrants is subject to adjustment as set forth in
        the
        warrant agreement including the requirement that if the Company at any time
        prior to the expiration of the Promissory Note Warrant, subject to certain
        exceptions, issues any shares or securities convertible into shares of the
        Company’s common stock to a person other than the warrant holder for a
        consideration per share less than the exercise price in effect at the time
        of
        such issuance, then the exercise price shall be immediately reset to such
        lower
        price. The Company assumed the obligations under the Convertible Promissory
        Notes, including the obligation to issue Promissory Note Warrants at some
        point
        in the future, as a result of the Merger with Dr. TATTOFF.
 
 F-12
 
 LIFESCIENCES
            OPPORTUNITIES INCORPORATED
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 JANUARY
            31, 2008 AND 2007
 Effective
        April 16, 2008, the Board of Directors of the Company elected to change the
        Company’s fiscal year end from January 31st to December 31st. The report
        covering the transition period will be filed on a Form 10-Q for the period
        ended
        March 31, 2008.
 
 On
        April
        25, 2008, the Company closed its private offering of 12% convertible debentures
        (“Debentures”) for aggregate gross proceeds of $855,000. In accordance with the
        terms of the private placement memorandum for the Private Offering, the Company
        also issued the investors in the Debentures, 855,000 shares (“Additional
        Shares”) of its common stock. Pursuant to an Amended and Restated Selling
        Agreement (“Selling Agreement”) by and between the Company and Dawson James
        Securities, Inc., a licensed broker-dealer (“Dawson James”), the Company paid
        cash commissions of $85,500 to Dawson James equal to 10% of the gross proceeds
        raised in the offering. At the closing, the Company issued Dawson James
        five-year warrants to purchase, at an exercise price of $1.00 per share,
        shares
        of common stock equal to 10% of the Additional Shares sold by Dawson James
        in
        the offering, or 85,500 shares of common stock (“Broker-Dealer
        Warrants”).
 
 The
        maturity date of the Debentures is the earlier of: (i) completion of a public
        offering (“Public Offering”) of the Company’s common stock resulting in gross
        proceeds of at least $5,000,000; or (ii) 180 days from April 25, 2008 (the
        “Debenture Maturity Date”). The Debentures accrue interest at the rate of 12%
        per annum, which interest is payable in cash on the Debenture Maturity Date.
        Fifty percent (50%) of the principal amount of the Debentures, including
        any
        accrued and unpaid interest, is payable in cash on the Debenture Maturity
        Date,
        and the remaining 50% is subject to mandatory conversion into shares of common
        stock. In addition, fifty percent (50%) of the outstanding and unpaid principal
        amount of the Debentures will mandatorily convert into common stock on the
        Debenture Maturity Date at a conversion rate equal to fifty percent (50%)
        of the
        purchase price of the common stock in the Public Offering. In the event the
        Company has not commenced a Public Offering by the Debenture Maturity Date,
        then
        the conversion price will be $0.50 per share. In addition, the Company entered
        into a registration rights agreement with each investor which provides that
        the
        Company is required to file a registration statement with the Securities
        and
        Exchange Commission registering the Additional Shares and the shares of common
        stock underlying the Debentures within forty-five (45) days of April 25,
        2008
        (the “Filing Date”). The agreement provides that if the registration statement
        has not been filed by the Filing Date or declared effective within ninety
        (90)
        days of the Filing Date, the Company is required to pay the investors a two
        percent (2%) penalty, payable in cash or common stock, at the option of the
        Company.
 
 In
        connection with the issuance of the Additional Shares, the Company and each
        investor entered into a lock-up agreement which provides that the Additional
        Shares issued to each respective investor are subject to the following lock-up
        provisions: (i) one-third (1/3) of the Additional Shares will be eligible
        for
        resale at the commencement of the Public Offering; (ii) one-third (1/3) of
        the
        Additional Shares will be subject to a three-month lock-up period beginning
        on
        the date of commencement of the Public Offering; and (iii) one-third (1/3)
        of
        the Additional Shares will be subject to a six-month lock-up period beginning
        on
        the date of commencement of the Public Offering. As a condition to the closing
        of the offering, Pacific Holdings Syndicate, LLC, the Company’s majority
        shareholder, which shareholder is managed and majority owned by executive
        officers of the Company, Mr. James Morel, Dr. William Kirby and Mr. Ian Kirby,
        returned an aggregate of 855,000 of its 6,712,500 shares of common stock
        to the
        Company for cancellation.


F-13


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





**Lifesciences
                Opportunities Incorporated**Date:
                May 15, 2008
            By:
            /s/
                John P. KeefeJohn
                P. KeefeChief
                Executive Officer, Acting Chief Financial
              Officer
                and Chief Operating Officer (Principal
              Executive
                Officer and Principal Financial
                Officer)





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/
                John
                J. Klobnak
            
            Director
            
            May
                15, 2008John
                J. Klobnak/s/
                James
                F. Morel
            
            Director
            
            May
                15, 2008James
                F. Morel/s/
                Dr.
                William T. Kirby
            
            Director
            
            May
                15, 2008Dr.
                William T. Kirby





32