UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 2







x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE





ACT OF 1934





For the fiscal year ended December 31, 2011





OR





o 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:000-52836




Dr. Tattoff, Inc.


(Exact name of registrant as specified in its charter)




Florida
20-0594204(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)





8500 Wilshire Boulevard, Suite 105


Beverly Hills, California, 90211


(Address of principal executive offices)




(310) 659-5101


(Registrant’s telephone number,


including area code)





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





Title of Class
Name of each exchange on which registeredNone
NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, $.0001 par value

(Title of class)





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





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   o   No    x





Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.





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 o No x





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes  xNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K (229.405 of this chapter) is not contained herein and will not be contained, to the best of


registrants knowledge, in definitive proxy or other information incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x





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





As there is no market for our common stock as of June 30, 2011, the aggregate market value of the common stock held by non-affiliates (11,261,796 shares) cannot be determined.





The number of shares of the registrant’s common stock, $0.0001 par value, outstanding as of March 21, 2012 was14,727,227shares.





DOCUMENTS INCORPORATED BY REFERENCE





None.











EXPLANATORY NOTE





Dr. Tattoff, Inc. is filing this Amendment No. 2 (“Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission on March 29, 2012 (the “Annual Report”), as amended by Amendment No. 1 to the Annual Report, as filed on April 25, 2012 (“Amendment No. 1”), to file Exhibits 31.1 and 31.2 to Amendment No. 1 to the Annual Report. There are no changes to the disclosures in the Annual Report, including the financial statements filed therein.  There are no changes to the disclosures in Amendment No. 1, except that this Amendment No. 2 files Exhibits 31.1 and 31.2 that were omitted from Amendment No. 1.









Item 15. Exhibits, Financial Statement Schedules




(a)           Exhibits:






The following exhibits have been filed as a part of this Amendment No. 2.






Exhibit

Number

Description31.1

Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.










SIGNATURES





Pursuant to the requirements of Sections 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.




DR. TATTOFF, INC.By:
/s/ John P. KeefeJohn P. KeefeChief Executive OfficerDate: May 22, 2012