**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**









**FORM
      10-Q**










x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      quarterly period ended: **June** **30, 2008**





or




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




For
      the
      transition period from _________________________









**COMMISSION
      FILE NUMBER 000-52836**




**DR.
      TATTOFF, INC.**


(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)





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 x No  ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      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 companyx(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 x





The
      number of shares of the issuer’s common stock outstanding as of August 18, 2008
      was 10,708,137.














**DR.
      TATTOFF, INC.**


(formerly
      Lifesciences Opportunities Incorporated)




**INDEX**





PART
                I. FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                Statements
            
            3Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            22Item
                3.
            
            Quantitative
                and Qualitative Disclosures about Market Risk
            
            31Item
                4T.
            
            Controls
                and Procedures
            
            31PART
                II. OTHER INFORMATIONItem
                1.
            
            Legal
                Proceedings
            
            32Item
                1A.
            
            Risk
                Factors
            
            32Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            32Item
                3.
            
            Defaults
                Upon Senior Securities
            
            33Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            33Item
                5.
            
            Other
                Information
            
            33Item
                6.
            
            Exhibits
            
            33Signatures
            
            37Exhibit
                Index
            
            38


Page
          2







*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*CONDENSED
      BALANCE SHEETS*





PART
      1.  FINANCIAL
      INFORMATION


**Item
      1.  Financial Statements**





**June 30, 2008****(Unaudited)**
            
            **December 31, 2007****ASSETS****CURRENT
                ASSETS**Prepaid
                expenses
            
            $
            56,810
            
            $
            19,187Other
                current assets
            
            
            57,737
            
            
            15,227114,547
            
            
            34,414**PROPERTY
                AND EQUIPMENT**, net
            
            
            407,490
            
            
            335,384**OTHER
                ASSETS**
            
            
            135,774
            
            
            41,673Total
                assets
            
            $
            657,811
            
            $
            411,471**LIABILITIES
                AND SHAREHOLDERS’ DEFICIT****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            629,243
            
            $
            498,822Bank
                overdraft
            
            
            4,574
            
            
            8,917Accrued
                and other liabilities
            
            
            240,801
            
            
            186,861Notes
                payable, net
            
            
            1,314,049
            
            
            363,934Related
                party loans and notes payable
            
            
            102,376
            
            
            64,000Accrued
                compensation
            
            
            265,632
            
            
            140,217Capital
                lease obligations, current
            
            
            27,533
            
            
            90,3512,584,208
            
            
            1,353,102**LONG-TERM
                LIABILITIES**Capital
                lease obligations, net of current portion
            
            
            292,611
            
            
            153,878Total
                liabilities
            
            
            2,876,819
            
            
            1,506,980**SHAREHOLDERS’
                DEFICIT**Series
                A preferred stock, $100 stated value, 100,000 shares authorized,
                10,940
                issued and outstanding (1)
            
            
            1,094,000
            
            
            1,094,000Common
                stock, $.0001 par value, 80,000,000 authorized,
                10,469,761 and 7,946,067 issued and outstanding at June 30,
                2008 and December 31, 2007, respectively (1)
            
            
            1,047
            
            
            795Paid
                in capital
            
            
            249,561
            
            
            150,473Accumulated
                deficit
            
            
            (3,563,616
            )
            
            (2,340,777
            )**Total
                shareholders’ deficit**
            
            
            (2,219,008
            )
            
            (1,095,509
            )**Total
                liabilities and shareholders’ deficit**
            
            $
            657,811
            
            $
            411,471





(1)
      The
      December 31, 2007 capital accounts of the Company have been retroactively
      restated to reflect the equivalent number of common and preferred shares based
      on the exchange ratio of the merger transaction. See Note 1.




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




Page
          3







*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*CONDENSED
      STATEMENTS OF OPERATIONS*


(Unaudited)





**Three
                    Months Ended**
                
                **Six Months Ended****June
                    30, 2008**
                
                **June
                    30, 2007**
                
                **June
                    30, 2008**
                
                **June 30, 2007****REVENUES**
                
                $
                357,484
                
                $
                246,934
                
                $
                656,678
                
                $
                473,416**OPERATING
                    COSTS AND EXPENSES**Management
                    service expenses
                
                
                253,978
                
                
                137,242
                
                
                483,362
                
                
                275,606General
                    and administrative expenses
                
                
                480,130
                
                
                158,801
                
                
                1,016,019
                
                
                219,913Marketing
                    and advertising
                
                
                53,492
                
                
                124,646
                
                
                86,280
                
                
                256,945Depreciation
                    and amortization
                
                
                22,640
                
                
                17,631
                
                
                42,540
                
                
                35,745**OPERATING
                    LOSS**
                
                
                (452,756
                )
                
                (191,386
                )
                
                (971,523
                )
                
                (314,793
                )**NET
                    INTEREST EXPENSE**
                
                
                229,256
                
                
                66,209
                
                
                251,316
                
                
                75,802**LOSS
                    BEFORE INCOME TAXES**
                
                $
                (682,012
                )
                $
                (257,595
                )
                $
                (1,222,839
                )
                $
                (390,595
                )**INCOME
                    TAXES**
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    LOSS**
                
                $
                (682,012
                )
                $
                (257,595
                )
                $
                (1,222,839
                )
                $
                (390,595
                )**NET
                    LOSS PER SHARE****BASIC
                    and DILUTED**
                
                $
                (0.06
                )
                $
                (0.03
                )
                $
                (0.12
                )
                $
                (0.05
                )**WEIGHTED
                    AVERAGE SHARES (2)****BASIC
                    and DILUTED**
                
                
                10,469,761
                
                
                7,500,000
                
                
                9,887,370
                
                
                7,500,000





(2)
      The
      capital accounts of the Company have been retroactively restated to reflect
      the
      equivalent number of common and preferred shares based on the exchange ratio
      of
      the merger transaction in determining the basic and diluted weighted average
      shares. See Note 1.





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




Page
          4







*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*CONDENSED
      STATEMENT OF SHAREHOLDERS’ DEFICIT*


(Unaudited)







**Total****Preferred Stock**
            
            **Common Stock**
            
            **Paid-in**
            
            **Accumulated**
            
            **Shareholders'****Shares**
            
            **Par Value**
            
            **Shares**
            
            **Par Value**
            
            **Capital**
            
            **Deficit**
            
            **Deficit****BALANCE–December
                31, 2007 (1)**
            
            
            10,940
            
            $
            1,094,000
            
            
            7,946,067
            
            $
            795
            
            $
            150,473
            
            $
            (2,340,777
            )
            $
            (1,095,509
            )Fair
                value of warrants issued
            
            
            −
            
            
            −
            
            
            −
            
            
            −
            
            
            37,649
            
            
            −
            
            
            37,649Post-closing
                PPM costs
            
            
            −
            
            
            −
            
            
            −
            
            
            −
            
            
            (13,628
            )
            
            −
            
            
            (13,628
            )Stock
                issued upon merger with Lifesciences
            
            
            −
            
            
            −
            
            
            2,523,694
            
            
            252
            
            
            (56,429
            )
            
            −
            
            
            (56,177
            )Discount
                on Debt Issued
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            131,496
            
            
            
            
            
            131,496Net
                loss
            
            
            −
            
            
            −
            
            
            −
            
            
            −
            
            
            −
            
            
            (1,222,839
            )
            
            (1,222,839
            )**BALANCE
                – June 30, 2008**
            
            
            10,940
            
            $
            1,094,000
            
            
            10,469,761
            
            $
            1,047
            
            $
            249,561
            
            $
            (3,563,616
            )
            $
            (2,219,008
            )




(1)
      The
      December 31, 2007 capital accounts of the Company have been retroactively
      restated to reflect the equivalent number of common and preferred shares based
      on the exchange ratio of the merger transaction. See Note 1.




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




Page
          5





*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*CONDENSED
      STATEMENTS OF CASH FLOWS*


(Unaudited)





**Six Months Ended****June
                30, 2008**
            
            **June
                30, 2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (1,222,839
            )
            $
            (390,595
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            42,540
            
            
            35,745Amortization
                of debt discount to interest expense
            
            
            57,369
            
            
            54,928Fair
                value of warrants issued as compensation
            
            
            24,762
            
            
            −Changes
                in operating assets and liabilities:Prepaid
                expenses and other assets
            
            
            (93,761
            )
            
            9,355
            )Accounts
                payable
            
            
            114,257
            
            
            28,796Related
                party payable
            
            
            -
            
            
            52,337Accrued
                and other liabilities
            
            
            165,698
            
            
            21,027**Net
                cash used in operating activities**
            
            
            (911,974
            )
            
            (188,407
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchase
                of property and equipment
            
            
            -
            
            
            (19,685
            )Deferred
                financing cost and other assets
            
            
            (81,214
            )
            
            (2,000**Net
                cash used in investing activities**
            
            
            (81,214
            )
            
            (21,685
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Cash
                acquired in Lifesciences merger
            
            
            12,020
            
            
            -Bank
                overdraft
            
            
            (4,343
            )
            
            -Principal
                payments on capital lease financing
            
            
            -
            
            
            (42,937
            )Proceeds
                from capital lease financing
            
            
            (38,731
            )
            
            −Proceeds
                from promissory notes and convertible debentures
            
            
            1,269,160
            
            
            150,000Principal
                payments on notes payable
            
            
            (244,918
            )
            
            (15,834
            )Proceeds
                from related party notes payable
            
            
            −
            
            
            150,000**Net
                cash provided by financing activities**
            
            
            993,188
            
            
            241,229Net
                increase in cash
            
            
            −
            
            
            31,137**Cash**-
                beginning of period
            
            
            -
            
            
            761**Cash**-
                end of period
            
            $
            −
            
            $
            31,898**SUPPLEMENTAL
                CASH FLOW DISCLOSURE**Cash
                paid during the period for:Interest
            
            $
            19,177
            
            $
            11,180


**SUPPLEMENTAL
                DISCLOSURE OF NONCASH INVESTING AND FINANCING
                ACTIVITIES**Acquisition
                of fixed assets by assuming liabilities
            
            $
            114,646
            
            $
            -Fair
                value of warrants issued to broker dealer
            
            $
            12,887
            
            $
            -Common
                stock issued upon merger with Lifesciences
            
            $
            252
            
            $
            -Net
                liabilities assumed in Lifesciences merger
            
            $
            68,197
            
            $
            -Conversion
                of related party loans into equity
            
            $
            -
            
            $
            175,000Conversion
                of equity into related party loans
            
            $
            -
            
            $
            150,000




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




Page
          6





*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)








**1.**  **ORGANIZATION
      AND NATURE OF OPERATIONS**




Unless
      the context specifies otherwise, the “Company” refers to the business of
      DRTATTOFF, LLC (“Dr. TATTOFF®”) which merged on February 11, 2008 (the “Merger”)
      with and into Lifesciences Opportunities Incorporated, a Florida corporation
      (“Lifesciences”), now known as Dr. Tattoff, Inc. and of the combined company
      thereafter. In addition, unless the context specifies otherwise, references
      to
“shareholder(s)” or “shares of Common Stock” refer to ownership of shares of the
      combined company following the Merger and “members” and “units of membership
      interests of Dr. TATTOFF®” prior to the Merger.




*Organization
      and Merger*




Dr.
      TATTOFF®, a California limited liability company, was formed in 2004 to provide
      marketing and practice management services to licensed physicians who perform
      primarily laser tattoo removal services. The Company currently operates under
      a
      management services agreement with a contracting physician whereby the Company
      provides management, administrative, marketing and support services, insurance,
      equipment and the clinical site and the contracting physician’s medical
      personnel provide laser tattoo removal services.




On
      September 7, 2007, Dr. TATTOFF® entered into an Agreement and Plan of Merger, as
      amended on October 5, 2007 and February 1, 2008 (“Merger Agreement”) with
      Lifesciences. The Merger was completed on February 11, 2008.




Lifesciences
      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. Lifesciences had no operations prior to
      the
      Merger with the Dr. TATTOFF®, other than issuing shares of its common stock to
      its original shareholders and conducting a private offering of shares of its
      common stock in January and February 2008.




In
      accordance with the Merger Agreement, an aggregate of 7,946,067 outstanding
      units of membership interests of Dr. TATTOFF® (“Units”), representing 88.3% of
      the total Units outstanding, were converted into the right to receive one
      validly issued, fully paid and non-assessable share of Lifesciences’ common
      stock, par value $.0001 (“Common Stock”) on a one-for-one basis. In addition, an
      aggregate of 1,052,500 Units, representing 11.7% of the total Units outstanding,
      were converted into the right to receive validly issued, fully paid and
      non-assessable shares of Series A convertible preferred stock (“Series A
      Preferred Stock”).




As
      a
      result, at the closing of the Merger, the Company issued an aggregate of
      7,946,067 shares of its Common Stock and 10,940 shares of its Series A Preferred
      Stock to the members of Dr. TATTOFF®, representing 76% of the Company’s
      outstanding Common Stock and 100% of the outstanding Series A Preferred Stock
      on
      a post-Merger basis. For financial reporting purposes, the Merger between Dr.
      TATTOFF® and Lifesciences was treated as a reverse merger with Dr. TATTOFF®
being the “accounting acquirer” and, accordingly, it assumed Lifesciences’
reporting obligations with the Securities and Exchange Commission (“SEC”). On
      May 19, 2008, the Company filed Articles of Amendment to its Articles of
      Incorporation changing its legal corporate name from Lifesciences
      Opportunities Incorporated to Dr. Tattoff, Inc.




**2.**  **BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




*Reverse
      Merger Accounting*




Since
      former Dr. TATTOFF® security holders owned, after the Merger, approximately 76%
      of the combined company’s shares of Common Stock, and as a result of certain
      other factors, including that all members of the executive management of the
      combined company are from Dr. TATTOFF®, Dr. TATTOFF® is deemed to be the
      acquiring company for accounting purposes and the transaction was accounted
      for
      as a reverse merger and a recapitalization in accordance with accounting
      principles generally accepted in the United States of America (“GAAP”). These
      financial statements reflect the historical results of Dr. TATTOFF® prior to the
      Merger and that of the combined company following the Merger, and do not include
      the historical financial results of Lifesciences prior to the completion of
      the
      Merger. Membership Units and the corresponding capital amounts of the Company
      pre-Merger have been retroactively restated as capital stock shares reflecting
      the exchange ratio in the Merger.




Page
          7







*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**2.**  **BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (continued)




In
      conjunction with the Merger, the Company received cash of $12,020 and assumed
      $68,197 of current liabilities comprised of accounts payable totaling $16,164,
      accrued expenses of $13,657, and loans from shareholders totaling
      $38,376.




*Financial
      Statements*




The
      accompanying unaudited condensed financial statements primarily reflect the
      financial position, results of operations and cash flows of Dr. TATTOFF® (as
      discussed above). These financial statements have been prepared in accordance
      with GAAP for interim financial information and the rules and regulations
      of the SEC for interim reporting. In the opinion of management, all adjustments
      (which include only normal recurring adjustments) considered necessary for
      a
      fair presentation of our financial position and results of operations have
      been
      included.





Certain
      information and footnote disclosures normally included in financial statements
      prepared in accordance with GAAP have been condensed or omitted pursuant to
      SEC
      rules and regulations for presentation of interim financial information.
      Current and future financial statements may not be directly comparable to the
      Company’s historical financial statements. The results of operations for the
      interim period are not necessarily indicative of the results to be expected
      for
      any other interim period or for the full year.





*Going
      Concern*




The
      accompanying financial statements have been prepared under the assumption that
      the Company will continue as a going concern. Such assumption contemplates
      the
      realization of assets and satisfaction of liabilities in the normal course
      of
      business. The Company has a bank overdraft balance of $4,574, working capital
      deficit of approximately $2,470,000, an accumulated deficit of approximately
      $3,564,000 at June 30, 2008, a loss from operations of approximately $972,000,
      and negative cash flow from operating activities of approximately $912,000
      for
      the six months ended June 30, 2008. These factors, among others, raise
      substantial doubt about the Company’s ability to continue as a going concern.
      The financial statements do not include any adjustments that might be necessary
      should the Company be unable to continue as a going concern.




The
      Company’s continuation as a going concern is dependent upon its ability to
      generate sufficient cash flow to meet its obligations on a timely basis, to
      obtain additional financing as may be required, and ultimately to attain
      profitability. During 2007 and the first and second quarters of 2008, the
      Company raised funds through the issuance of convertible promissory notes and
      convertible debentures to investors and through a private placement of the
      Company’s securities (converted to shares of Series A Preferred Stock - see Note
      11) to investors to provide additional working capital. The Company plans to
      obtain additional financing through the sale of debt or equity securities.
      There
      can be no assurance that such financings will be available on acceptable terms,
      or at all. See Subsequent Events in Note 13.




*Cash
      and Cash Equivalents*




The
      Company considers all highly liquid short-term investments with original
      maturity of three months or less to be cash equivalents. As of the balance
      sheet
      dates, the Company had no cash equivalents.




*Fair
      Value of Financial Instruments*




Cash,
      accounts payable and accrued expenses are stated at their respective carrying
      values, which approximate their fair values primarily because of the short
      maturities of these instruments. The fair value of related party notes and
      loans
      payable are not determinable due to their related-party nature. The capital
      lease obligations bear interest at rates representative of current market rates
      and therefore the recorded amounts approximate their fair values.




Page
          8







*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)







**2.**  **BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (continued)




*Long-lived
      Assets*




In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ,
      long-lived assets are reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. For purposes of the impairment review, assets are reviewed on
      an
      asset-by-asset basis. Recoverability of assets to be held and used is measured
      by a comparison of the carrying amount of each asset to future net cash flows
      expected to be generated by such asset. If such assets are considered to be
      impaired, the impairment to be recognized is measured by the amount which the
      carrying amount of the assets exceeds the fair value of the assets. Through
      June
      30, 2008, there have been no such losses.




*Property
      and Equipment*




Property
      and equipment are recorded at cost, less accumulated depreciation. Depreciation
      is recorded using the straight-line method over the estimated useful
      lives. The Company uses the following estimated useful lives for
      computing depreciation expense: furniture and fixtures, 7 years; medical
      equipment, 7 years; other equipment, 3 to 5 years. Amortization of leasehold
      improvements is recorded using the straight-line method based on the lesser
      of
      the useful life of the improvement or the lease term, which is typically five
      years or less. The Company expenses repair and maintenance costs as incurred.
      Assets recorded under capitalized leases are amortized to expense over the
      life
      of the leased asset or the lease term.




*Revenue
      Recognition*




The
      Company’s revenues are derived from management services provided to a
      contracting physician. The Company provides non-medical services and facilities
      based on contractual prices established in advance that extend continuously
      over
      a set time for a fixed percentage of the contracting physician’s gross revenues
      (as defined in the Management Services Agreement - See Note 10) with no
      upfront fees paid by the contracting physician. Under the management service
      agreement with the contracting physician, there is no right to refund or
      rejection of services. The Company recognizes revenue when the following
      criteria of revenue recognition are met: (1) persuasive evidence that an
      arrangement exists; (2) delivery has occurred or services rendered;
      (3) the fee is fixed or determinable; and (4) collectibility is
      reasonably assured. Management services fees are paid by the contracting
      physician to the Company on a bi-weekly basis as earned, which is when the
      Company has substantially performed management services pursuant to the terms
      of
      the management services agreement with the contracting physician.




*Advertising
      Costs*




Advertising
      costs are expensed as incurred. For the six months ended June 30, 2008 and
      2007,
      advertising expense was $155,231 and $167,352, respectively.




*Income
      Taxes*




In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 “Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement 109” (“FIN 48”).  FIN 48 establishes a
      single model to address accounting for uncertain tax positions. FIN 48 clarifies
      the accounting for income taxes by prescribing a minimum recognition threshold
      a
      tax position is required to meet before being recognized in the financial
      statements.  FIN 48 also provides guidance on derecognition, measurement,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition.





The
      Company adopted the provisions of FIN 48 as required.  Upon adoption, the
      Company recognized no adjustment in the amount of unrecognized tax
      benefits.  As of the date of adoption, the Company had no increase to the
      liability for unrecognized tax benefits. The Company’s policy is to recognize
      interest and penalties that would be assessed in relation to the settlement
      value of unrecognized tax benefits as a component of income tax expense. The
      Company has recognized no tax related interest or penalties since the adoption
      of FIN 48.




Page
          9






*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**2.**  **BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (continued)




The
      Company made no provision for income taxes in the six months ended June 30,
      2008
      due to net losses incurred. The Company has determined that due to the
      continuing operating losses as well as the uncertainty of the timing of
      profitability in future periods, it should fully reserve the deferred tax
      assets. As of June 30, 2008, the Company’s deferred tax assets continued to be
      fully reserved. The Company will continue to evaluate, on a quarterly basis,
      the
      positive and negative evidence affecting the realization of the deferred tax
      assets.





*Use
      of Estimates*




The
      preparation of financial statements in conformity with GAAP 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
      the financial statements and the reported amounts of revenues and expenses
      during the reporting periods. Actual results could differ from those estimates.
      Significant estimates include those related to the realization of long-lived
      assets and those related to the valuation of equity instruments
      issued.




*Business
      Segments*




The
      Company currently operates in one segment, that being management of laser-based
      tattoo and hair removal, and laser-based skin care services clinics. The
      Company’s operations are based in the geographic region of Southern
      California.




*Reclassifications*




The
      Company has reclassified prior-year operating costs and expenses as presented
      in
      the Company’s interim financial statements for the six months ended June 30,
      2007 included in Lifesciences Form SB-2 Post Effective Amendment No. 1 filed
      on
      October 30, 2007 and for the nine months ended September 30, 2007 included
      in
      Lifesciences Form 8-K filed on February 11, 2008 to conform to the current
      period presentation.




*Recent
      Accounting Pronouncements*





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”
SFAS No. 157 defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles and expands disclosures about
      fair value measurements. SFAS No. 157 applies under other accounting
      pronouncements that require or permit fair value measurements, the FASB having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, SFAS No. 157 does not require
      any
      new fair value measurements. SFAS No. 157 is effective for fiscal years
      beginning after December 15, 2007. The adoption of SFAS No. 157 did
      not have a significant impact on the Company’s financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.” SFAS No. 159 expands the scope
      of specific types of assets and liabilities that an entity may carry at fair
      value on its statement of financial position, and offers an irrevocable option
      to record the vast majority of financial assets and liabilities at fair value,
      with changes in fair value recorded in earnings. SFAS No. 159 is effective
      for fiscal years beginning after November 15, 2007. The adoption of SFAS
      No. 159 did not have a significant impact on the Company’s financial
      statements.





In
      December 2007, the FASB issued SFAS No. 141(R), *Business
      Combinations* .
      SFAS
      No. 141(R) retains the fundamental requirements in SFAS No. 141, *Business
      Combinations* ,
      that
      the acquisition method of accounting be used for all business combinations
      and
      for an acquirer to be identified for each business combination. SFAS No. 141(R)
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      and any noncontrolling interest in the acquiree at the acquisition date,
      measured at their fair values as of that date, with limited exceptions specified
      in SFAS No. 141(R). In addition, SFAS No. 141(R) requires acquisition costs
      and
      restructuring costs that the acquirer expected but was not obligated to incur
      to
      be recognized separately from the business combination, therefore, expensed
      instead of part of the purchase price allocation. SFAS No. 141(R) will be
      applied prospectively to business combinations for which the acquisition date
      is
      on or after the beginning of the first annual reporting period beginning on
      or
      after December 15, 2008. Early adoption is prohibited. The Company expects
      to
      adopt SFAS No. 141(R) to any business combinations with an acquisition date
      on
      or after January 1, 2009.


Page
          10


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**2.**  **BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** (continued)





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment to ARB No.
      51* .
      SFAS
      No. 160 changes the accounting and reporting for minority interests, which
      will
      be recharacterized as noncontrolling interests and classified as a component
      of
      equity. SFAS No. 160 is effective for fiscal years, and interim periods within
      those fiscal years, beginning on or after December 15, 2008. Early adoption
      is
      prohibited. The Company is currently evaluating the impact SFAS No. 160 may
      have
      on its financial statements.





In
      March
      2008, the FASB issued Statement of Financial Accounting Standards No. 161,
      “Disclosures about Derivative Instruments and Hedging Activities – an amendment
      of FASB Statement No. 133,” (“SFAS 161”), which requires enhanced disclosures
      about an entity’s derivative and hedging activities and thereby improves the
      transparency of financial reporting. Disclosing the fair values of derivative
      instruments and their gains and losses in a tabular format provides a more
      complete picture of the location in an entity’s financial statements of both the
      derivative positions existing at period end and the effect of using derivatives
      during the reporting period. Entities are required to provide enhanced
      disclosures about (a) how and why an entity uses derivative instruments, (b)
      how
      derivative instruments and related hedged items are accounted for under
      Statement 133 and its related interpretations, and (c) how derivative
      instruments and related hedged items affect an entity’s financial position,
      financial performance, and cash flows. SFAS 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008. Early adoption is permitted. The Company is currently evaluating
      the
      impact of adopting SFAS 161 on its financial position, cash flows, and results
      of operations.





In
      May
      2008, the FASB issued Statement of Financial Accounting Standards No. 162,
“The
      Hierarchy of Generally Accepted Accounting Policies” (“SFAS 162”), which
      reorganizes the GAAP hierarchy. The purpose of the new standard is to improve
      financial reporting by providing a consistent framework for determining what
      accounting principles should be used when preparing the U.S. GAAP financial
      statements. The standard is effective 60 days after the SEC’s approval of the
      PCAOB’s amendments to AU Section 411. The Company is currently evaluating the
      impact of adopting SFAS 162 on its financial position, cash flows, and results
      of operations.





In
      May
      2008, the FASB issued FSP Accounting Principles Board Opinion (“APB”) No. 14-1,
“Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
      Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”), which requires
      the issuer of certain convertible debt instruments that may be settled in cash
      (or other assets) on conversion to separately account for the liability (debt)
      and equity (conversion option) components of the instrument in a manner that
      reflects the issuer’s nonconvertible debt borrowing rate. FSP APB 14-1 will be
      effective for the Company on January 1, 2009 and will require retroactive
      disclosure. The Company is currently evaluating the impact of adopting FSP
      APB
      14-1 on its financial position, cash flows, and results of operations.





In
      June
      2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
      Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
      EITF 03-6-1”), which requires entities to apply the two-class method of
      computing basic and diluted earnings per share for participating securities
      that
      include awards that accrue cash dividends (whether paid or unpaid) any time
      common shareholders receive dividends and those dividends do not need to be
      returned to the entity if the employee forfeits the award. FSP EITF 03-6-1
      will
      be effective for the Company on January 1, 2009 and will require retroactive
      disclosure. The Company is currently evaluating the impact of adopting FSP
      EITF
      03-6-1 on its financial position, cash flows, and results of operations.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force, or “EITF”), the American Institute of Certified Public
      Accountants, and the SEC did not or are not believed by management to have
      a
      material impact on the Company’s present or future financial
      statements.


Page
          11


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**3.**  **PREPAID
      EXPENSES**




Prepaid
      expenses **** consist
      of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Prepaid
                insurance
            
            $
            56,810
            
            $
            18,599Prepaid
                other
            
            
            -
            
            
            588$
            56,810
            
            $
            19,187





**4.**  **OTHER
      CURRENT ASSETS**




Other
      current assets **** consist
      of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Deferred
                offering costs
            
            $
            48,178
            
            $
            -Supplies
            
            
            920
            
            
            920Employee
                advances
            
            
            2,292
            
            
            2,292Due
                from Will Kirby, D.O., Inc.
            
            
            6,347
            
            
            12,015$
            57,737
            
            $
            15,227





**5.**  **PROPERTY
      AND EQUIPMENT**




Property
      and equipment, net, consist of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Equipment
            
            $
            492,417
            
            $
            380,461Furniture
                and fixtures
            
            
            43,346
            
            
            40,907Leasehold
                improvements
            
            
            63,322
            
            
            61,886599,085
            
            
            483,254Less:
                Accumulated depreciation
            
            
            (191,595
            )
            
            (147,870
            )Property
                and equipment, net
            
            $
            407,490
            
            $
            335,384


Page
          12


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)







**5.**  **PROPERTY
      AND EQUIPMENT** (continued)





Depreciation
      expense was $22,640 and $17,631 for the three months ended June 30,
      2008 and 2007, respectively and $42,540 and $35,745 for the six
      months ended June 30, 2008 and 2007, respectively.




Assets
      under capital leases (gross) were $452,339 and $345,558 as of June 30, 2008 and December
      31, 2007, respectively. Depreciation expense recorded for the assets under
      capital leases amounted to $17,806 and $13,218 for the three
      months ended June 30, 2008 and 2007, respectively and $33,017 and $26,400
      for the six months ended June 30, 2008 and 2007,
      respectively.




**6.****OTHER
      ASSETS**




Other
      assets consist of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Deferred
                financing costs
            
            $
            88,364
            
            $
            5,718Security
                deposits
            
            
            19,692
            
            
            33,955Other
            
            
            27,718
            
            
            2,000$
            135,774
            
            $
            41,673





**7.**  **ACCRUED
      AND OTHER LIABILITIES**




Accrued
      and other liabilities consist of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Accrued
                salaries
            
            $
            19,099
            
            $
            41,085Accrued
                expenses
            
            
            98,549
            
            
            80,000Accrued
                vacation
            
            
            17,073
            
            
            25,541Accrued
                interest
            
            
            55,037
            
            
            17,565Payroll
                liabilities
            
            
            –
            
            
            2,757Investment
                banking fees payable
            
            
            39,998
            
            
            10,000Deferred
                rent
            
            
            11,045
            
            
            9,913$
            240,801
            
            $
            186,861


Page
          13


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**8.**  **NOTES
      PAYABLE**




Notes
      payable consist of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Financed
                insurance premiums
            
            $
            33,201
            
            $
            13,934Convertible
                promissory notes
            
            
            499,975
            
            
            350,000Convertible
                debentures
            
            
            855,000
            
            
            -Sub
              total
            
            
            1,388,176
            
            
            363,934Unamortized
                debt discount
            
            
            (74,127
            )
            
            -$
            1,314,049
            
            $
            363,934




*Financed
      insurance premiums*




The
      financed insurance agreements, covering annual malpractice insurance, public
      company directors and officers insurance, and two years for the Company’s
      directors and officers tail coverage, all mature between September and November
      of 2008 and carry interest rates of 13%, 6.51%, and 6.51%, respectively. Their
      combined balance as of June 30, 2008 and December 31, 2007 was $33,201 and
      $13,934, respectively.




*Convertible
      promissory notes*





June
      and July 2007 convertible promissory notes





In
      June
      and July 2007, the Company issued two unsecured convertible promissory notes
      to
      two investors in the amount of $150,000 each. The June and July 2007 notes
      matured at the earlier of (i) 180 days following the date of issuance, or (ii)
      two days after the effective date of the Company’s Merger with Lifesciences (See
      Note 1) unless the note holder elects to convert his note. Each note bears
      interest at 10% per annum and is convertible into the Company’s shares at a
      price of $1.25 per share. The June 2007 note matured on December 12, 2007,
      and
      the Company was in default on the note. The note had an outstanding balance
      of
      $161,918 and $158,178, including accrued interest, as of March 31, 2008 and
      December 31, 2007, respectively. On March 3, 2008, the holder of the June 2007
      note agreed to extend the time for repayment of the note until April 3, 2008,
      provided that the Company execute a Confession of Judgment in favor of the
      note
      holder and agree to pay the note holder’s attorney’s fees of $5,000. On April
      10, 2008, the note was repaid in full in the amount of $167,654, including
      interest and $5,000 in attorney’s fees. The July 2007 note matured in January
      2008 and the Company defaulted. The Company made a $25,000 payment to the note
      holder on July 28, 2008. On August 19, 2008, the Company entered into an
      extension agreement with the note holder pursuant to which the note holder
      waived any and all past defaults (including penalties) and agreed to extend
      the
      maturity date of the note until October 31, 2008. In addition, the Company
      agreed to pay certain portions of the remaining outstanding principal and
      accrued interest on specified dates prior to maturity. The balance of the July
      2007 note, including accrued interest, was $164,219 and $156,740 as of June
      30,
      2008 and December 31, 2007, respectively. As additional consideration for the
      investors purchasing the notes, the Company issued the note holders five-year
      warrants to purchase an aggregate of 164,966 shares of the Company’s Common
      Stock at an exercise price of $1.25 per share. The relative fair values of
      the
      warrants at the time of grants, determined by management to be $54,090 in the
      aggregate, were recorded as a debt discount and were amortized over the term
      of
      the note. Additionally, the Company issued 15,000 warrants to a licensed
      broker-dealer in connection with the July 2007 note. The warrants contain
      cashless exercise provisions which are settled in shares and provide for
      piggy-back registration rights. The fair value of the broker-dealer warrants
      at
      the time of grant, determined by management to be $4,918 in the aggregate,
      was
      recorded as a deferred financing cost and was amortized over the term of the
      note.


Page
          14


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**8.**  **NOTES
      PAYABLE** (continued)





December
      2007 through February 2008 convertible promissory notes





In
      December 2007, the Company issued one secured convertible promissory note to
      an
      investor in the amount of $50,000. In January and February 2008, the Company
      issued 12 secured convertible promissory notes to 12 individual investors in
      varying amounts aggregating to $299,975. In connection with the sale of the
      convertible promissory notes, a director and former officer of the Company
      pledged 16.71% of his 38.19% interest in Pacific Holdings Syndicate, LLC, the
      Company’s majority shareholder, as collateral for the timely repayment of the
      obligations under the convertible promissory notes.




The
      convertible promissory notes issued from December 2007 through February 2008
      matured at the earlier of (i) six months from the date of issuance, or (ii)
      five
      business days from the date of closing by the Company of equity financing in
      the
      aggregate of not less than $5.0 million unless the note holders elect to convert
      their notes prior to maturity. All of the convertible promissory notes bear
      interest at 10% per annum and are convertible into the Company’s Common Stock at
      a price of $1.00 per share. The December 2007 through February 2008 note holders
      are entitled to receive either (i) at the time of conversion of the note, a
      warrant to purchase one-half of a share of Common Stock at an exercise price
      of
      $1.00 per share, subject to adjustment, for each share of Common Stock issued
      upon conversion of the note, or (ii) at maturity, a warrant to purchase one
      (1)
      share of Common Stock at an exercise price of $1.00 per share, subject to
      adjustment, for each share of Common Stock which would have been issued had
      the
      principal balance and accrued and unpaid interest outstanding been converted
      on
      the maturity date. In connection with the December 2007 through February 2008
      transactions, the Company issued an additional 34,998 five-year warrants to
      a
      licensed broker-dealer, with an exercise price of $1.00 per share. The warrants
      contain cashless exercise provisions which are settled in shares and piggy-back
      registration rights. The fair value of the broker-dealer warrants at the time
      of
      grant, determined by management to be $7,700 in the aggregate, was recorded
      as a
      deferred financing cost and is being amortized over the term of the notes.
      Accordingly, $3,850 and $7,700 was amortized for the warrants for the three
      and
      six months ended June 30, 2008, respectively.




Management
      estimated the fair value of the warrants based upon the application of the
      Black-Scholes option pricing model using the following assumptions: value
      of common share of $.50, expected life of five years; risk free interest rate
      of
      3.9%; volatility of 70% and expected dividend yield of zero.




In
      July
      2008, seven (7) note holders in the aggregate principal amount of $174,975
      agreed to extend the maturity date of their convertible notes until October
      31,
      2008. In exchange for the extension of the maturity date, we reduced the
      conversion price of each convertible note to the lesser of: (i) $1.00 or (ii)
      eighty percent (80%) of the initial purchase price of the Common Stock in the
      Company’s public offering with gross proceeds of $5 million, and also issued
      promissory note warrants to purchase an aggregate of 174,975 shares of Common
      Stock at an exercise price of $1.00 per share. The exercise price 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
      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 must be immediately reset to such lower price. In the event
      any portion of the convertible note is converted prior to the effective date
      of
      the public offering, the conversion price will be $1.00 per share. Finally,
      the
      first convertible note issued in December 2007 in the principal amount of
      $50,000 matured in June 2008 and we prepaid the note prior to its maturity.
      Accordingly, such investor did not receive any promissory note
      warrants.





April
      2008 convertible debentures





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 offering, the Company also
      issued the investors in the Debentures, an aggregate of 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 a
      licensed broker-dealer, the Company paid cash commissions of $85,500 to the
      broker-dealer equal to 10% of the gross proceeds raised in the offering. At
      the
      closing, the Company issued the broker-dealer 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 the broker-dealer in the offering, or 85,500 shares
      of
      Common Stock (“Broker-Dealer Warrants”). The warrants contain cashless exercise
      provisions which are settled in shares and provide for piggy-back registration
      rights. The fair value of the broker-dealer warrants at the time of grant,
      determined by management to be $5,267 in the aggregate, was recorded as a
      deferred financing cost and is being amortized over the term of the notes.




Page
          15




*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**8.**  **NOTES
      PAYABLE** (continued)





The
      maturity date of the Debentures is the earlier of: (i) the completion of a
      public offering (“Public Offering”) of the Company’s Common Stock resulting in
      gross proceeds of at least $5 million; or (ii) 180 days from April 25, 2008
      (the
“Debenture Maturity Date”). The Debentures accrue interest at the rate of 12%
      per annum, and any accrued and unpaid interest is payable in cash on the
      Debenture Maturity Date. Fifty percent (50%) of the unpaid principal amount
      of
      the Debentures, including any accrued and unpaid interest, is payable in cash
      on
      the Debenture Maturity Date. 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. The relative
      fair value of the Additional Shares at the time of issuance, determined by
      management to be $124,231, was recorded as a debt discount and is being
      amortized over the term of the notes. 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 SEC 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. The Filing Date was June
      9,
      2008 and the registration statement was filed on August 5, 2008. The penalty,
      estimated to be $17,000, has been accrued but has not been paid by the Company
      or waived by the investors.




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.





June
      2008 convertible promissory note





On
      June
      27, 2008, the Company issued a convertible promissory note in the principal
      amount of $50,000 to an investor, which accrues interest at a rate of 12% per
      annum on the aggregate unconverted and then outstanding principal amount,
      payable on the maturity date. The note matures the earlier of: (i) 180 days
      following the issue date, or (ii) five (5) business days from the date of
      closing by the Company of equity financing in the aggregate of not less than
      $5
      million. The holder of the note may, at his option, elect to convert any
      outstanding and unpaid principal portion of convertible note, and any accrued
      and unpaid interest, into shares of Common Stock at a price per share which
      is
      the lesser of: (i) $1.00 or (ii) eighty percent (80%) of the initial purchase
      price of the Common Stock in the Public Offering, subject to adjustment in
      the
      event of a merger, or reclassification, subdivision or combination of the
      Company’s securities. In the event any portion of the note is converted prior to
      the commencement of the Public Offering, the conversion price is $1.00 per
      share. In addition, the note holder received an additional 50,000 shares of
      Common Stock at the time of the issuance of the note. These shares and the
      shares of Common Stock underlying the note both provide for “piggy-back”
registration rights.





The
      principal balance and accrued interest due on the outstanding convertible
      promissory notes and debentures was $1,406,708 and $364,918 as of June 30,
      2008
      and December 31, 2007, respectively.


Page
          16


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**9.**  **ACCRUED
      COMPENSATION**




On
      August
      6, 2005, the Company entered into a verbal compensation agreement with a former
      key executive. The agreement provides for certain minimum compensation to be
      paid to the former executive not to exceed $10,000 per month. The compensation
      was due and payable for each month starting in August 2005 and ending in March
      2007 but payment has been deferred by the former key executive. The balance
      related to the deferral of payment under the terms of this agreement was $69,311
      at June 30, 2008 and December 31, 2007.




Seven
      current employees and one former employee also agreed to defer portions of
      their
      salaries during the quarter ended December 31, 2007 and the six months ended
      June 30, 2008. Total deferred compensation from these employees as of June
      30,
      2008 and December 31, 2007 was $196,321 and $70,906, respectively. Total
      deferred compensation from all employees as of June 30, 2008 and December 31,
      2007 was $265,632 and $140,217, respectively and was recorded as accrued
      compensation in the accompanying condensed financial statements.




**10.
      RELATED PARTY TRANSACTIONS**




*Management
      Agreement*





William
      Kirby, D.O., individually as a physician, and Dr. TATTOFF® entered into a
      management services agreement on August 31, 2004, which was superseded by the
      management services agreement dated December 20, 2005 (“Management Agreement”).
      Pursuant to the terms of the Management Agreement, the Company provides
      technical, management, administrative, marketing and support services and
      equipment to the sites where Dr. Kirby provides or supervises tattoo removal
      services. The Management Agreement currently covers all three laser centers
      operated by the Company. 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 Management Agreement also provides for certain other termination
      events as set forth in the agreement. The Management Agreement was
      amended in August 2007, such that the term of the 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 the
      Company 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
      Management Agreement was entered into effective December 31, 2007, which
      substitutes William Kirby, D.O., Inc., a medical corporation owned by Dr. Kirby
      (“Kirby Inc.”), 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 Kirby Inc. for the period from January 1, 2007 to December 31,
      2007
      and 60% of gross revenues of Kirby Inc. 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
      Kirby Inc.’s gross revenues out of the management fee that it collects from
      Kirby Inc. effective January 1, 2008 through the termination of the Agreement
      on
      August 30, 2009.







*Related
      Party Notes and Loans Payable*




Related
      party notes payable consist of the following:





**June 30,**
              **2008**
            
            **December 31,**
              **2007**Notes
                payable to related parties, originated on November 15, 2007, due
                December
                1, 2008, interest at 10% per annum
            
            $
            64,000
            
            $
            64,000Loans
                from Lifesciences shareholders
            
            
            38,376
            
            
            -Totals
            
            $
            102,376
            
            $
            64,000




Page
          17





*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**10.
      RELATED PARTY TRANSACTIONS** (continued)




Notes
      payable to related parties





On
      November 15, 2007, the Company issued unsecured promissory notes to four members
      of the Company’s management (related parties, one of whom was initially an
      investor at the time of the November 2007 issuance but was subsequently
      appointed a director and Chairman of the board of directors of the Company
      on
      March 7, 2008), in the aggregate principal amount of $64,000. These notes
      matured on December 1, 2007 and had a stated interest rate of 8% per annum
      and a
      default interest rate of 18% per annum. The Company failed to repay the notes,
      triggering an event of default under the provisions of the notes 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. On May 30, 2008, the note holders agreed to further extend the notes
      to the earlier of: (a) December 1, 2008, or (b) sixty (60) calendar days from
      the date a registration statement registering the securities of the Company
      for
      public sale is declared effective by the SEC. In addition, the May 2008
      amendment increased the applicable interest rate to 10% per annum beginning
      June
      1, 2008.





Loans
      from Lifesciences shareholders




The
      loans
      from Lifesciences’ shareholders were made at various times and various
      amounts during the period from June 2006 through October 2007. The loans
      are interest free so interest has been imputed in accordance with the provisions
      of Accounting Principles Board Opinion No. 21 at an average rate of 4.02%.
      In
      July 2008, the loans were converted into Common Stock and warrants of the
      Company, at a conversion price of $1.00 per share plus a one-half warrant to
      purchase a share of Common Stock of the Company for at an exercise price of
      $1.00 per share. Accordingly, the Company issued an aggregate of 38,376 shares
      of Common Stock and five-year warrants to purchase an aggregate of 19,188 shares
      of Common Stock.




*Other
      financing transactions with related parties*




August
      2006 Note




In
      August
      2006, the Company issued an unsecured promissory note in the principal amount
      of
      $50,000 to a managing member. The note was due and payable on March 31, 2008,
      accrued interest at a rate of 7% per annum, and was subsequently converted
      into
      shares of Common Stock on December 20, 2007 as more fully described
      below.





February
      and March 2007 Notes




In
      February and March 2007, the Company issued five unsecured promissory notes
      to
      three members of its management, in the aggregate principal amount of $300,000.
      Two of the notes, aggregating $62,000 in principal amount, were due and payable
      on March 31, 2008 and accrued interest at an annual rate of 7%. The remaining
      three notes, aggregating $238,000 in principal amount, were due and payable
      nine
      months from the date of issuance and accrued interest at an annual rate of
      5%.
      As additional consideration for the issuance of the five notes, the Company
      issued the three members of management a five percent (5%) equity position
      in
      the Company at the time of issuance, for which the management members received
      an aggregate of 374,175 shares of Common Stock.




The
      relative fair value of the equity issued at the time of grant, which was
      determined by management to be $123,529, was recorded as a debt discount, and
      were amortized to interest expense over the term of the notes. Management
      estimated the fair value of the Company at the time of the issuance to be
      approximately $4.2 million based upon a recent sale of equity in the
      Company.


Page
          18


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**10.**  **RELATED
      PARTY TRANSACTIONS** (continued)





July
      2007 Note




In
      July
      2007, the Company issued an unsecured promissory note in the principal amount
      of
      $75,000 to an existing shareholder, who is now an officer of the Company. As
      additional consideration for the purchase of the note, the Company issued the
      note holder five-year warrants to purchase 41,241 shares of Common Stock at
      an
      exercise price of $1.25 per share, which gives effect to the 75:1 Unit split
      (See Unit Split below in Note 11). The July 2007 note matured at the earlier
      of
      (i) 180 days from the date of issuance, or (ii) two days after the effective
      date of the Company’s Merger with Lifesciences (See Note 1) unless the note
      holder elected to convert his note. The note accrued interest at the rate of
      10%
      per annum and was convertible into the Company’s Units at a price of $1.25 per
      Unit.





The
      relative fair value of the warrant at the time of grant, determined by
      management to be $13,522, was recorded as a debt discount and was amortized
      over
      the term of the note. Management estimated the fair value of the warrants based
      upon the application of the Black-Scholes option pricing model using the
      following assumptions: value of common share of $.69, expected life of five
      years, risk free interest rate of 3.9%, volatility of 70% and expected dividend
      yield of zero.





Note
      Conversions




On
      December 20, 2007, the holders of the August 2006, February and March 2007
      and
      July 2007 notes described above each agreed to convert the principal and accrued
      interest on the notes into an aggregate of 446,067 shares of the Company’s
      Common Stock on a one-to-one basis, including accrued interest. As additional
      consideration for the agreement to convert the notes into equity prior to the
      Merger, the Company issued the note holders five-year warrants to purchase
      an
      aggregate of 223,035 shares of Common Stock at the price of $1.25 per share,
      which was subsequently reduced to $1.00 per share in accordance with certain
      provisions in the warrant agreement that were triggered by the Company’s
      issuance of convertible debt with a conversion price of $1.00 per share on
      December 28, 2007. The Company recorded $123,664 in interest expense for the
      fair value of the warrants issued as a result of the conversion inducements.





Equipment
      Leases




In
      June
      2008, William Kirby, D.O., our Medical Director and a member of our Board of
      Directors, purchased certain equipment which was being leased by the Company.
      The Company is negotiating three new equipment leases with Dr. Kirby to replace
      the leases held by outside parties but guaranteed by Dr. Kirby. The Company
      has
      accounted for these leases as capital leases based on the expected terms. See
      Note 12 below for additional information.




**11.
      SHAREHOLDERS’ DEFICIT**




As
      a
      result of the Merger on February 11, 2008, the Company had 10,469,761 shares
      of
      Common Stock outstanding, 10,940 shares of Series A Preferred Stock outstanding,
      and 1,180,990 in five-year warrants outstanding for the purchase of Common
      Stock
      at prices ranging from $.80 to $1.25 per share.





During
      February 2008, the former interim Chief Financial Officer of the Company was
      issued five-year warrants to purchase 50,000 shares of Common Stock at a price
      of $.80 per share in accordance with the terms of an Employment Letter of
      Understanding, effective June 16, 2007. The Company has estimated the value
      of
      the warrants granted as $24,762 which was charged to incentive compensation
      during the three months ended March 31, 2008.





*Unit
      Split*





In
      October 2007, the Company declared a seventy-five-for-one (75:1) forward split
      of its outstanding Units (“Unit Split”), for presently issued and outstanding
      Units as of August 1, 2007. As a result of the Unit Split, the Company had
      7,500,000 Units (shares of Common Stock post-Merger) issued and
      outstanding.


Page
          19


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**11.**  **SHAREHOLDERS’
      DEFICIT**  (continued)





*Financings*





From
      September through October of 2007, the Company issued an aggregate of 1,052,500
      units at a price of $1.00 per unit to investors in a private placement. Each
      unit consisted of one share of Common Stock of the Company and a five-year
      warrant to purchase one-half of a share of Common Stock at an exercise price
      of
      $1.25 per share (warrants to purchase 526,250 shares, in the aggregate). The
      Company received net proceeds of $947,250 from the sale before deduction for
      offering expenses of $261,892. In connection with the private placement, the
      Company paid the placement agent a commission of ten percent (10%) of the gross
      proceeds from the sale of the units sold by the placement agent. In addition,
      the placement agent, or its assignees, received five-year warrants to purchase
      an aggregate of 104,750 shares of Common Stock equal to approximately ten
      percent (10%) of the gross proceeds from the sale of the shares sold by the
      placement agent, at an exercise price of $1.25 per share. The placement agent
      warrants contain cashless exercise provisions which are settled in shares as
      well as provide for piggy-back registration rights.




As
      a
      result of the Merger, the shares described above, including accrued dividends
      at
      a rate of 10% per annum which the Company elected to pay for the number of
      days
      from the initial investment date until the date of the Merger, were ultimately
      converted on February 11, 2008 into 10,940 shares of the Company’s Series A
      Preferred Stock with a stated value of $100 per share, based on the value of
      $1.00 per share plus accrued interest. As additional consideration for the
      conversion to Series A Preferred Stock and the cancellation of the five-year
      warrants initially issued to the investors, the Company issued the holders
      of
      the shares of Series A Preferred Stock five-year warrants to purchase an
      aggregate of 547,000 shares of Common Stock at an exercise price of $1.00 per
      share.




Each
      share of Series A Preferred Stock is convertible into 100 shares of Common
      Stock
      (a) at the option of the holder as long as such shares remain outstanding,
      and
      (b) automatically at the earlier of (i) March 1, 2009, (ii) ten calendar days
      following the closing of a private or public offering of the Company’s Common
      Stock with gross proceeds before expenses of not less than $5 million, or (iii)
      at any time, at the option of the Company, provided the Company’s Common Stock
      trades at an average price greater than $2.00 per share for ten consecutive
      trading days. The total number of outstanding shares of Series A Preferred
      Stock
      as of June 30, 2008 is 10,940 shares.





The
      Company was required to register the shares of Common Stock underlying both
      the
      shares of Series A Preferred Stock and the warrants issued to the holders of
      the
      Series A Preferred Stock within 45 days of completion of the Merger or pay
      a
      penalty. The required registration statement was filed on August 5, 2008. As
      of
      August 18, 2008, the penalty, estimated to be $31,000, has been accrued but
      has
      not been paid by the Company or waived by the holders.





**12.**  **COMMITMENTS
      AND CONTINGENCIES**





*Operating
      Leases*





The
      Company leases its office space 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. As of June 30,
      2008, the approximate aggregate minimum future payments required on the
      operating leases are as follows:





July
                1 through December 31, 2008
            
            $
            95,5082009
            
            
            158,3342010
            
            
            107,3582011
            
            
            24,2072012
            
            
            -$
            385,407


Page
          20


*DR.
      TATTOFF, INC.*


*(formerly
      Lifesciences Opportunities Incorporated)*


*NOTES
      TO CONDENSED FINANCIAL STATEMENTS*


June
      30,
      2008


(Unaudited)





**12.**  **COMMITMENTS
      AND CONTINGENCIES** (continued)





Rent
      expense was $42,493 and $127,761 for the three and six months ended June 30,
      2008, respectively, compared to $42,622 and $85,321 for the three and six months
      ended June 30, 2007, respectively. Rent expense for the three and six months
      ended June 30, 2008 includes $0 and $42,762, respectively, for corporate office
      space rent under a sublease agreement, which has expired.




*Capital
      Lease Obligations*




As
      of
      June 30, 2008, the future minimum capital lease payments are as follows:





July
                1 through December 31, 2008
            
            $
            27,9002009
            
            
            66,6142010
            
            
            66,6142011
            
            
            66,6142012
            
            
            66,6142013
            
            
            46,676Thereafter
            
            
            143,285Total
                minimum lease payments
            
            
            484,317Less
                amount representing interest
            
            
            164,173Present
                value of minimum lease payments
            
            
            320,144Less
                current installments
            
            
            27,533Long-term
                obligations as of June 30, 2008
            
            $
            292,611




*Guarantees*





Dr.
      William Kirby, the Company’s director and Medical Director, personally
      guaranteed certain of the Company’s lease obligations. These obligations include
      three real estate leases associated with laser clinics the Company operates
      in
      Irvine, Encino and Beverly Hills, California. Dr. Kirby also guaranteed certain
      of the Company’s equipment leases until they were refinanced in the form of
      direct leases between the Company and Dr. Kirby in June 2008. See Note 10.




**13.**  **OTHER
      SUBSEQUENT EVENTS**




On
      July
      18, 2008, the Company sold an investor 200 units, each unit consisting of a
      12%
      convertible debenture in the principal amount of $1000 and 1,000 shares of
      the
      Company’s Common Stock for aggregate gross proceeds of $200,000. In connection
      with the sale, the Company paid selling agent commissions of $20,000 to the
      Company’s selling agent.


Page
          21





**Item
      2.**  **Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations**




Unless
      the context specifies otherwise, the “Company”, “we,” “us” and “our” refers to
      the business of DRTATTOFF, LLC (“Dr. TATTOFF®”) which merged on February 11,
      2008 (the “Merger”) with and into Lifesciences Opportunities Incorporated
      (“Lifesciences”), a Florida corporation, now known as Dr. Tattoff, Inc. and of
      the combined company thereafter. In addition, unless the context specifies
      otherwise, references to “shareholder(s)” or “shares of Common Stock” refer to
      ownership of shares of the combined company following the Merger and “members”
and “units of membership interests of Dr. TATTOFF®” prior to the
      Merger.




The
      following discussion and analysis presents a review of the operating results
      of
      the Company for the three and six months ended June 30, 2008 and June 30, 2007,
      and the financial condition of the Company at June 30, 2008 and December 31,
      2007. The discussion and analysis should be read in conjunction with the
      financial statements and accompanying notes included herein.




**Forward-Looking
      Statements**




Statements
      included in this Quarterly Report on Form 10-Q (“Form 10-Q”) that do not relate
      to present or historical conditions are “forward-looking statements.”
Forward-looking statements may include, without limitation, statements relating
      to our plans, strategies, objectives, expectations and intentions and are
      intended to be made pursuant to the safe harbor provisions of the Private
      Securities Litigation Reform Act of 1995. Words such as “believes,” “forecasts,”
“intends,” “possible,” “estimates,” “anticipates,” and “plans” and similar
      expressions are intended to identify forward-looking statements. Our ability
      to
      predict projected results or the effect of events on our operating results
      is
      inherently uncertain. Forward-looking statements involve a number of risks,
      uncertainties and other factors that could cause actual results to differ
      materially from those discussed in this document. Forward-looking statements
      should not be read as a guarantee of future performance or results, and will
      not
      necessarily be accurate indications of the times at, or by which, such
      performance or results will be achieved. Forward-looking information is based
      on
      information available at the time and/or management’s good faith belief with
      respect to future events, and is subject to risks and uncertainties that could
      cause actual performance or results to differ materially from those expressed
      in
      the statements. Factors that could affect our assumptions and predictions
      include, but are not limited to, the risk that:




·
            losses
                would have a material adverse effect on our financial condition and
                operating results;




·
            our
                growth strategy may not be successful;




·
            the
                geographical concentration of our business in California makes it
                highly
                susceptible to local economic and business conditions;




·
            the
                effects of adverse general economic conditions within the United
                States;




·
            competition
                could adversely affect our profitability and growth;




·
            our
                limited access to cash and present lack of liquidity; and




·
            other
                factors described under “Risk Factors” contained in our Annual Report on
                Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May
                15, 2008.




Forward-looking
      statements speak only as of the date the statements are made. The Company
      assumes no obligation to update forward-looking statements to reflect actual
      results, changes in assumptions or changes in other factors affecting
      forward-looking information except to the extent required by applicable
      securities laws. If the Company updates one or more forward-looking statements,
      no inference should be drawn that it will make additional updates with respect
      thereto or with respect to other forward-looking statements.




**Overview**




Dr.
      TATTOFF® was organized in August 2004 as a California limited liability company
      to provide marketing and practice management services to licensed physicians
      who
      perform primarily laser tattoo removal services. We currently derive all of
      our
      revenue from a management services agreement with a contracting physician under
      which we provide management, administrative, marketing and support services,
      insurance, equipment and the clinical site and the contracting physician’s
      medical personnel provide laser tattoo removal services.




Page
          22




On
      February 11, 2008, Dr. TATTOFF® completed a merger with Lifesciences.
      Lifesciences 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. Lifesciences had no operations
      prior to the Merger with Dr. TATTOFF®, other than issuing shares of its common
      stock to its original shareholders and conducting a private offering of shares
      of its common stock in January and February 2008.




In
      accordance with the Merger Agreement, Dr. TATTOFF®’s members holding an
      aggregate of 7,946,067 outstanding units of membership interests of Dr. TATTOFF®
(“Units”), representing 88.3% of the total Units outstanding received shares of
      the Company's common stock, par value $.0001 (“Common Stock”) on a one-for-one
      basis. In addition, members holding an aggregate of 1,052,500 Units,
      representing 11.7% of the total Units outstanding, received shares of newly
      issued Series A Preferred Stock with a face value of $100 per share (“Series A
      Preferred Stock”), whereby one share of Series A Preferred Stock is convertible
      into shares of Common Stock at a conversion price of $1.00 per share, subject
      to
      certain conditions as set forth in the Series A Preferred Stock Certificate
      of
      Designation.




At
      the
      closing of the Merger, we issued an aggregate of 7,946,067 shares of our Common
      Stock and 10,940 shares of our Series A Preferred Stock to the 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. On May 19, 2008,
      we
      changed the Company’s legal corporate name from Lifesciences Opportunities
      Incorporated to Dr. Tattoff, Inc.




**Our
      Business**




We
      currently operate three clinics in Southern California. We opened our first
      clinic in Beverly Hills in July 2004, a second clinic in Irvine in June 2005,
      and a third clinic in Encino in March 2006. Laser tattoo removal is performed
      using a MedLite® C6 laser by trained nurses under the supervision of a licensed
      physician for quality control throughout the treatment. The physician’s
      practice, for which we provide management services, has performed over 21,000
      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. To date, all of our revenue
      has been derived from management services rendered to an entity managed and
      solely owned by Dr. William T. Kirby, our Medical Director and member of our
      board of directors. In order to substantially expand our business, we will
      need
      to enter into management services agreements with other physicians. While we
      believe that there are an adequate number of physicians who will find our
      service and economic offering attractive, we have not entered into any other
      agreements to date and can not be certain that we will be able to do
      so.





Our
      management services fee is based on a percentage of the contracting physician’s
      gross revenues, which 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
      the 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 affected 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
      revenues have continued to increase in relatively unfavorable economic
      conditions, however, we do not have sufficient history to predict what may
      occur
      if economic conditions in the United States further deteriorate. We believe
      that
      our typical customer is young, educated and affluent with adequate disposable
      income to afford our service. However, tattoo removal is discretionary for
      most
      individuals and they may delay or forego removal if faced with a reduction
      in
      income or increase in non-discretionary expenses.




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, 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.




We
      intend
      to open a number of similar laser tattoo clinics across the country over the
      next several years assuming that: the availability of capital exists; we can
      retain a highly skilled management team; and our business model is shown to
      be
      successful in varying markets. To our knowledge, there is currently no
      nationally branded provider of such services and the opportunity to gain first
      mover advantage is the motivation behind our aggressive expansion
      plan.




Page
          23




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 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. See “Liquidity and
      Capital Resources” below for additional information.




**Results
      of Operations**




As
      a
      result of the treatment of the Merger as a “reverse merger” with a public shell
      company, the historical statements of operations are those of Dr. TATTOFF®, as
      further explained in Notes 1 and 2 to the Company’s unaudited financial
      statements for the three and six month periods ended June 30, 2008 and 2007
      included in this Form 10-Q. In addition, effective April 16, 2008, our board
      of
      directors elected to change our fiscal year end from January 31st to December
      31st, the fiscal year end of Dr. TATTOFF®.




The
      following table sets forth, for the periods indicated, selected items from
      our
      statements of operations, expressed as a percentage of revenues.




**Three Months Ended**
            
            **Six Months Ended****June 30,**
              **2008**
            
            **June 30,**
              **2007**
            
            **June 30,**
              **2008**
            
            **June 30,**
              **2007**Revenues
            
            
            100
            %
            
            100
            %
            
            100
            %
            
            100
            %Management
                Services Expenses
            
            
            71
            %
            
            56
            %
            
            74
            %
            
            58
            %General
                & Administrative Expenses
            
            
            134
            %
            
            64
            %
            
            155
            %
            
            46
            %Marketing
                and Advertising
            
            
            15
            %
            
            50
            %
            
            13
            %
            
            54
            %Depreciation
                & Amortization
            
            
            6
            %
            
            7
            %
            
            6
            %
            
            8
            %Net
                Operating Loss
            
            
            127
            %
            
            78
            %
            
            148
            %
            
            66
            %Interest
                Expense
            
            
            64
            %
            
            27
            %
            
            38
            %
            
            16
            %





**Results
      of Operations for the Three Months Ended June 30, 2008 Compared to the Three
      Months Ended June 30, 2007**




Revenues
      increased by approximately $110,000, or 45%, to approximately $357,000 for
      the
      three months ended June 30, 2008 compared to approximately $247,000 for the
      three months ended June 30, 2007. The increase in revenue was primarily due
      to
      an increase in the number of calendar days that our clinics were operational
      in
      2008 versus 2007. In 2008, our three clinics were in operation for a total
      of
      186 days compared to only 106 days in 2007. The increased number of operating
      days primarily occurred in our Encino and Irvine locations. The increased
      revenue for the three months ended June 30, 2008 when compared to the three
      months ended June 30, 2007 was not proportionate to the increase in operating
      days because our revenue per day in the newer Encino and Irvine locations is
      lower than our revenue per operating day in Beverly Hills. Average revenue
      per
      clinic per day in operation was approximately $1,930 for the three months ended
      June 30, 2008, compared to $2,330 for the three months ended June 30, 2007.




Management
      services expenses increased by 85% in the aggregate and 15% as a percentage
      of
      revenues to approximately $254,000 for the three months ended June 30, 2008
      versus approximately $137,000 for the three months ended June 30, 2007. Labor
      and labor related costs increased by $87,000, accounting for 75% of the total
      increase in management services expenses. As previously indicated in the
      discussion of revenues, the operating clinics were open additional calendar
      days
      during the three months ended June 30, 2008 when compared with the three months
      ended June 30, 2007. As a result, the number of full-time equivalent personnel
      increased. Additionally, the base compensation we paid our clinic managers
      increased effectively 100% early in the 2008 fiscal year.




General
      and administrative expenses increased by 202% in the aggregate and 70% as a
      percentage of revenues to approximately $480,000 for the three months ended
      June
      30, 2008 versus approximately $159,000 for the three months ended June 30,
      2007.
      Labor costs increased approximately $90,000, accounting for 23% of the total
      increase in general and administrative expenses.




Page
          24







Other
      categories of general and administrative expenses that increased significantly
      for the three months ended June 30, 2008 versus the three months ended June
      30,
      2007 included:




·
            Legal
                fees increased by $36,000 due to expenses associated with our public
                status and fundraising initiatives;




·
            Accounting
                and auditing fees increased by approximately $110,000 as we completed
                our
                2007 and 2006 audits in anticipation of a public offering of our
                stock;




·
            Outside
                services costs increased by $23,000 for temporary consulting, clerical,
                information technology, and operations personnel;
                and




·
            Insurance
                costs increased by $17,000, for public company director and officer
                coverage and tail coverage related to our
                operations.




Marketing
      and advertising expenses decreased 57% in the aggregate and 35% as a percentage
      of revenues to approximately $53,000 for the three months ended June 30, 2008
      versus approximately $125,000 for the three months ended June 30, 2007. Our
      management services agreement with our physician provider was amended effective
      January 1, 2008 resulting in a different methodology for determining the
      responsibility between the parties, accounting for the cost decrease.





Depreciation
      and amortization expenses increased by 28% in the aggregate and decreased 1%
      as
      a percentage of revenue to approximately $23,000 for the three months ended
      June
      30, 2008 versus approximately $18,000 for the three months ended June 30, 2007.
      The increase is primarily related to capital expenditures made in the third
      quarter of calendar 2007.




Interest
      expense increased by 246% in the aggregate and 37% as a percentage of revenue
      to
      approximately $229,000 for the three months ended June 30, 2008 versus
      approximately $66,000 for the three months ended June 30, 2007. We incurred
      substantial debt to fund our operations commencing in June of 2007. As we have
      relied on short-term debt to finance our operations, deferred financing costs
      and amortized debt discount costs charged to interest expense have resulted
      in
      much higher interest expense. In addition, we recorded approximately $48,000
      in
      penalties for failure to timely file the registration statement required under
      registration rights agreements with the holders of our Series A Preferred Stock
      and April 2008 Convertible Debentures.




**Results
      of Operations for the Six Months Ended June 30, 2008 Compared to the Six Months
      Ended June 30, 2007**




Revenues
      increased approximately by $183,000, or 39%, to approximately $657,000 for
      the
      six months ended June 30, 2008 compared to approximately $473,000 for the six
      months ended June 30, 2007. The increase in revenue was primarily due to an
      increase in the number of calendar days that our clinics were operational in
      2008 versus 2007. In 2008, our three clinics were in operation for a total
      of
      367 days compared to only 198 days in 2007. Of the increase in operational
      days
      of 169, the Irvine location accounted for 93 days, Encino accounted for 60,
      and
      Beverly Hills accounted for 16 The increased revenue for the six months ended
      June 30, 2008 when compared to the six months ended June 30, 2007 was not
      proportionate to the increase in operating days because our revenue per day
      in
      the newer Encino and Irvine locations is lower than our revenue per operating
      day in Beverly Hills. Average revenue per clinic per day in operation was
      approximately $1,794 for the six months ended June 30, 2008, compared to $2,391
      for the six months ended June 30, 2007.




Management
      services expenses increased by 75% in the aggregate and 16% as a percentage
      of
      revenues to approximately $483,000 for the six months ended June 30, 2008 versus
      approximately $276,000 for the six months ended June 30, 2007. Labor and labor
      related costs increased by $189,000, accounting for 91% of the total increase
      in
      management services expenses. As previously indicated in the discussion of
      revenues, the operating clinics were open additional calendar days during the
      six months ended June 30, 2008 when compared with the six months ended June
      30,
      2007. As a result, the number of full-time equivalent personnel increased.
      Additionally, the base compensation we paid our clinic managers increased
      effectively 100% early in calendar 2008. Two more highly paid corporate
      personnel were assigned operating responsibilities for two of our clinical
      operations as a means to retain their services.




General
      and administrative expenses increased by 362% in the aggregate and 109% as
      a
      percentage of revenues to approximately $1,016,000 for the six months ended
      June
      30, 2008 versus approximately $220,000 for the six months ended June 30, 2007.
      Labor costs increased by approximately $301,000, accounting for 35% of the
      total
      increase in general and administrative expenses. We added nineteen (19) general
      and administrative members of personnel in the fourth quarter of 2007, up from
      two (2) for the three months ended March 31, 2007, in anticipation of launching
      our full-scale expansion plans. When the necessary funds to proceed with these
      plans were not available, we began to reduce our administrative costs through
      layoffs at the end of 2007 and during the first quarter of 2008. Additionally,
      we incurred approximately $25,000 in incentive compensation expense associated
      with warrants issued to the Company’s former Chief Financial Officer that vested
      upon the completion of the Merger on February 11, 2008.


Page
          25




Other
      categories of general and administrative expenses that increased significantly
      for the six months ended June 30, 2008 versus the six months ended June 30,
      2007
      included:




·
            Legal
                fees increased by $154,000 due to expenses associated with the Merger
                between Dr. TATTOFF® and Lifesciences, our public status and fundraising
                initiatives;




·
            Accounting
                and auditing fees increased by approximately $108,000 as we completed
                our
                2007 and 2006 audits in anticipation of a public offering of our
                stock;




·
            Corporate
                office occupancy expenses increased by $51,000. A second corporate office
                location was opened at the end of the third quarter of 2007 and this
                office was closed at the end of March 2008.·
            Outside
                services costs increased by $47,000 for temporary consulting, clerical,
                information technology, and operations personnel;
                and




·
            Insurance
                costs increased by $31,000, for public company director and officer
                coverage.




Marketing
      and advertising expenses decreased 66% in the aggregate and 41% as a percentage
      of revenues to approximately $86,000 for the six months ended June 30, 2008
      versus approximately $257,000 for the six months ended June 30, 2007. Our
      management services agreement with our physician provider was amended effective
      January 1, 2008 resulting in a different methodology for determining the
      responsibility between the parties, accounting for the cost
      decrease.





Depreciation
      and amortization expenses increased by 19% in the aggregate and decreased 2%
      as
      a percentage of revenue to approximately $43,000 for the six months ended June
      30, 2008 versus approximately $36,000 for the six months ended June 30, 2007.
      The increase is primarily related to capital expenditures made in the third
      quarter of 2007.




Interest
      expense increased by 232% in the aggregate and 22% as a percentage of revenue
      to
      approximately $251,000 for the six months ended June 30, 2008 versus
      approximately $76,000 for the six months ended June 30, 2007. We incurred
      substantial debt to fund our operations commencing in June of 2007. As we have
      relied on short-term debt to finance our operations, deferred financing costs
      and amortized debt discount costs charged to interest expense have resulted
      in
      much higher interest expense. In the six months ended June 30, 2008, we charged
      approximately $67,000 and $57,000 in deferred financing costs and debt discount
      to interest expense, respectively. In addition, we recorded approximately
      $48,000 in penalties for failure to timely file the registration statement
      required under registration rights agreements with the holders of our Series
      A
      Preferred Stock and April 2008 Convertible Debentures.





**Inflation**




We
      do not
      believe that inflation has had a material impact on our results of operations.
      However, there can be no assurance that inflation will not have such an effect
      in future periods.




**LIQUIDITY
      AND CAPITAL RESOURCES**




***Liquidity***




We
      have
      funded our operations from revenue from our management services, member
      contributions when we were organized as a limited liability company prior to
      the
      Merger, and long and short-term debt. As of June 30, 2008, we had negative
      working capital of approximately $2.47 million. Our current assets at June
      30,
      2008 were approximately $115,000, which consisted primarily of prepaid insurance
      and offering costs. Our current liabilities were approximately $2.6 million
      which consisted primarily of approximately $875,000 in trade accounts payable
      and accrued expenses, approximately $1,416,000 in related party loans and other
      notes and debentures payable, approximately $28,000 in current portion of
      long-term capital lease obligations and $266,000 in accrued
      compensation.




In
      June
      and July 2007, we issued two unsecured convertible promissory notes to two
      accredited investors in the amount of $150,000 each. The June and July notes
      matured at the earlier of (i) the date which is 180 days following the issue
      date, or (ii) the date which is two (2) days after the effective date of the
      Merger, unless either note holder elects to convert his respective note. The
      June 2007 note matured on December 12, 2007, and we were in default on the
      note.
      On March 3, 2008, the holder of the June 2007 note agreed to extend the time
      for
      repayment of the note until April 3, 2008, provided that we execute a Confession
      of Judgment in favor of the note holder and agreed to pay the note holder’s
      attorney’s fees of $5,000. On April 10, 2008, we repaid the note in full in the
      amount of $167,654, including interest and $5,000 in attorney’s fees. The July
      2007 note matured in January 2008 and the Company defaulted. The Company made
      a
      $25,000 payment to the note holder on July 28, 2008. On August 19, 2008, the
      Company entered into an extension agreement with the note holder pursuant to
      which the note holder waived any and all past defaults (including penalties)
      and
      agreed to extend the maturity date of the note until October 31, 2008. In
      addition, the Company agreed to pay certain portions of the remaining
      outstanding principal and accrued interest on specified dates prior to maturity.
      The balance of the July 2007 note, including accrued interest, was $164,219
      and
      $156,740 as of June 30, 2008 and December 31, 2007, respectively. As additional
      consideration for the investors purchasing the notes, we issued the note holders
      five-year warrants to purchase an aggregate of 164,966 shares of our Common
      Stock at an exercise price of $1.25 per share. Additionally, we issued five-year
      warrants to a broker-dealer to purchase 15,000 shares of our Common Stock at
      an
      exercise price of $1.25 per share in connection with the issuance of the July
      2007 note.




Page
          26





In
      December 2007, we issued a secured convertible promissory note to an accredited
      investor in the amount of $50,000. In January and February 2008, we issued
      an
      additional 12 secured convertible promissory notes to 12 individual accredited
      investors in varying amounts aggregating to $299,975. The notes bear interest
      at
      a rate of 10% per annum and mature the earlier of: (i) six months from the
      date
      of issuance, or (ii) five business days from the date of closing by the Company
      of equity financing in the aggregate of not less than $5 million unless the
      note
      holders elect to convert their notes prior to maturity. A director and former
      officer of our Company pledged 16.71% of his 38.19% interest in Pacific Holdings
      Syndicate, LLC, our majority shareholder, as collateral for the timely repayment
      of the obligations under the convertible promissory notes. In connection with
      the December 2007 through February 2008 transactions, we issued an additional
      34,998 five-year warrants to a licensed broker-dealer, with an exercise price
      of
      $1.00 per share. The warrants contain cashless exercise provisions and
      piggy-back registration rights.




From
      September through October of 2007, we issued an aggregate of 1,052,500 units
      at
      a price of $1.00 per unit to accredited investors in a private placement. Each
      unit consisted of one share of our Common Stock and a five-year warrant to
      purchase one-half of a share of Common Stock at an exercise price of $1.25
      per
      share (warrants to purchase 526,250 shares, in the aggregate). We received
      net
      proceeds of $947,250 from the sale before deduction for offering expenses.
      In
      connection with the private placement, we paid the placement agent a commission
      of ten percent (10%) of the gross proceeds from the sale of the units sold
      by
      the placement agent. In addition, the placement agent, or its assignees,
      received five-year warrants to purchase an aggregate of 104,750 shares of Common
      Stock equal to approximately ten percent (10%) of the gross proceeds from the
      sale of the shares sold by the placement agent, at an exercise price of $1.25
      per share.




As
      a
      result of the Merger, the units described above, including accrued dividends
      at
      a rate of 10% per annum which we elected to pay for the number of days from
      the
      initial investment date until the date of the Merger, were ultimately converted
      on February 11, 2008 into 10,940 shares of our Series A Preferred Stock with
      a
      stated value of $100 per share, based on the value of $1.00 per share plus
      accrued interest. As additional consideration for the conversion to Series
      A
      Preferred Stock and the cancellation of the five-year warrants initially issued
      to the investors, we issued the holders of the shares of Series A Preferred
      Stock five-year warrants to purchase an aggregate of 547,000 shares of Common
      Stock at an exercise price of $1.00 per share.




In
      April
      2008, we issued convertible debentures to 13 accredited investors for gross
      proceeds of $855,000. The maturity date of the debentures is the earlier of
      the
      completion of a public offering of our securities with gross proceeds of at
      least $5 million or 180 days from the date of issuance of the debentures.
      Interest on the unpaid balance accrues at twelve percent (12%) per annum until
      paid or converted. Fifty percent of the unpaid principal balance and all accrued
      and unpaid interest are to be repaid to the investors upon maturity. The
      remaining fifty percent of the unpaid principal balance is to be mandatorily
      converted into shares of our Common Stock at a price per share equal to 50%
      of
      the public offering price per share. If we have not commenced a public offering
      by the maturity date, the conversion price will be $0.50 per share.





In
      connection with the issuance of these debentures we also entered into a
      registration rights agreement with each investor which provides that we are
      required to file a registration statement with the SEC registering the shares
      underlying the debentures on or before June 9, 2008. If the registration
      statement has not been filed by such date or declared effective within ninety
      (90) days of such filing date, we are required to pay the investors a two
      percent (2%) penalty, payable in cash or kind, at our option. We did not file
      the registration statement until August 5, 2008 and we can not predict the
      date
      when such registration statement will be declared effective. As a result, we
      are
      obligated to pay the penalty specified in the registration rights agreement
      which will require the use of cash or result in the issuance of additional
      shares of Common Stock. The penalty, estimated to be $17,000, has been
      accrued but has not been paid by the Company or waived by the investors.




On
      June
      27, 2008, we issued a convertible promissory note in the principal amount of
      $50,000 to an investor, which accrues interest at a rate of 12% per annum on
      the
      aggregate unconverted and then outstanding principal amount, payable on the
      maturity date. The note matures the earlier of: (i) 180 days following the
      issue
      date, or (ii) five (5) business days from the date of closing by our Company
      of
      equity financing in the aggregate of not less than $5 million. The holder of
      the
      note may, at his option, elect to convert any outstanding and unpaid principal
      portion of convertible note, and any accrued and unpaid interest, into shares
      of
      our Common Stock at a price per share which is the lesser of: (i) $1.00 or
      (ii)
      eighty percent (80%) of the initial purchase price of the common stock in our
      planned public offering, subject to adjustment in the event of a merger, or
      reclassification, subdivision or combination of our securities. In the event
      any
      portion of the note is converted prior to the commencement of the public
      offering, the conversion price is $1.00 per share. In addition, the note holder
      received an additional 50,000 shares of our Common Stock. These shares and
      the
      shares of Common Stock underlying the note both have “piggy-back” registration
      rights.




Page
          27


Net
      cash
      used in operating activities was approximately $636,000, $127,000, $912,000
      and
      $188,000 for the three months ended June 30, 2008 and June 30, 2007 and six
      months ended June 30, 2008 and June 30, 2007, respectively. The primary reason
      for the increase in cash used for operations was an increase in net loss from
      approximately $258,000 for the three months ended June 30, 2007 to $682,000
      for
      the comparable period in 2008 and approximately $391,000 for six months ended
      June 30, 2007 to approximately $1,223,000 in 2008. Non-cash charges included
      in
      the net loss reduced the cash used in operations. These non-cash charges
      included depreciation and amortization; amortization of note discount and
      financing costs; the value of warrants issued to induce debt conversion; and
      other costs that were settled through the issuance of ownership interests.
      In
      addition, changes in current liabilities impacted the amount of cash used in
      operations.




Net
      cash
      used in investing activities was approximately $60,000, $(7,000), $81,000 and
      $22,000 for the three months ended June 30, 2008 and June 30, 2007 and six
      months ended June 30, 2008 and June 30, 2007, respectively. Capital expenditures
      for equipment and expenditures for deferred financing costs accounted for the
      majority of the changes.




Net
      cash
      provided by financing activities was approximately $696,000, $116,000, $993,000
      and $241,000 for the three months ended June 30, 2008 and June 30, 2007 and
      six
      months ended June 30, 2008 and June 30, 2007, respectively. The Company has
      entered into debt and equity financing agreements to fund its operating
      losses.




***Going
      Concern Considerations***




The
      financial statements included in this Form 10-Q have been prepared assuming
      we
      will continue as a going concern, which contemplates, among other things, the
      realization of assets and satisfaction of liabilities in the ordinary course
      of
      business. As shown in our unaudited financial statements as of and for the
      three
      and six month periods ended June 30, 2008, we had a substantial working capital
      deficiency, have recurring net losses, and have incurred net cash outflows
      from
      operating activities. At June 30, 2008, we had an accumulated deficit of
      approximately $3.6 million, negative working capital of $2.5 million and have
      suffered significant losses since inception. These factors raise substantial
      doubt about our ability to continue as a going concern.




Our
      continuation 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 through August 2008, we raised funds through the issuance of
      convertible promissory notes with investors and through the private placement
      of
      securities to accredited investors to provide additional working capital. We
      intend to provide for additional working capital by future private and/or public
      placement financings of debt or equity securities. 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, short-term financing and equity funds, 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 our existing investors. As described above, we have incurred debt in the
      form
      of promissory notes, convertible promissory notes, and convertible debentures
      totaling approximately $1.4 million to fund these deficits. We believe that
      based on current revenue projections, cash flow from operations should be
      sufficient to meet our operating cash requirements and allow us to continue
      as a
      going concern through 2008 other than these obligations. 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 further 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 result in our not being able to continue as a going concern.




**Critical
      Accounting Policies**




***Use
      of Estimates***




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America (“GAAP”) 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
      the financial statements and the reported amounts of revenues and expenses
      during the reporting periods. Actual results could differ from those estimates.
      Significant estimates include those related to the debt discount and those
      associated with the realization of long-lived assets.




***Revenue
      Recognition***




Our
      revenues are derived from management services provided to a contracting
      physician. We provide non-medical services and facilities based on contractual
      prices established in advance that extend continuously over a set time for
      a
      fixed percentage of the contracting physician’s gross revenues as defined in the
      management agreement with no upfront fees paid by the contracting physician.
      Under the management service agreement with the contracting physician, there
      is
      no right to refund or rejection of services. For additional information
      concerning the management agreement, see Note 10 to our unaudited financial
      statements for the three and six month periods ended June 30, 2008 and 2007
      included in this Form 10-Q. We recognize revenue when the following criteria
      of
      revenue recognition are met: (1) persuasive evidence that an arrangement exists;
      (2) delivery has occurred or services rendered; (3) the fee is fixed or
      determinable; and (4) collectability is reasonably assured. Management services
      fees are paid to us by the contracting physician on a bi-weekly basis as earned,
      which is when we have substantially performed management services pursuant
      to
      the terms of the management service agreement with the contracting physician.


Page
          28





***Deferred
      Tax Assets***





Deferred
      tax assets are recorded net of a valuation allowance. The valuation allowance
      reduces the carrying amount of deferred tax assets to an amount the Company’s
      management believes is more likely than not realizable. In making the
      determination, projections of taxable income (if any), past operating results,
      and tax planning strategies are considered.




***Long-lived
      Assets***




In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No.
      144, *Accounting for the Impairment or Disposal of Long-Lived Assets* ,
      long-lived assets are reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. For purposes of the impairment review, assets are reviewed on
      an
      asset-by-asset basis. Recoverability of assets to be held and used is measured
      by a comparison of the carrying amount of each asset to future net cash flows
      expected to be generated by such asset. If such assets are considered to be
      impaired, the impairment to be recognized is measured by the amount which the
      carrying amount of the assets exceeds the fair value of the assets. Through
      June
      30, 2008, there have been no such losses.




***Valuation
      of Member Interests and Warrants***




In
      February and March 2007, we **** issued
      promissory notes to members of our management and as additional consideration
      for the purchase of the notes, the note holders received a five percent (5%)
      equity position in our Company as of the date of the issuance. On a post-Merger
      basis, the ownership interest of our shareholders who loaned funds to our
      Company was decreased to 3.6%. The relative fair value of these positions at
      the
      time of grant was recorded as a debt discount and is being amortized over the
      term of the notes. Management estimated the fair value of our Company to be
      approximately $4.2 million based upon a recent sale of equity at the time of
      issuance. ****




In
      June
      and July 2007, we issued two unsecured promissory notes and as additional
      consideration for the loans, the note holders received warrants to purchase
      shares of Common Stock. The relative fair values of the warrants at the times
      of
      grants, $54,090, were recorded as debt discounts and were amortized over the
      term of the notes. Management estimated the fair value of the warrants based
      upon the application of the Black-Scholes option pricing model using the
      following assumptions: expected life of five years; risk free interest rate
      of
      3.9%; volatility of 75% and expected dividend yield of zero. Additionally,
      we
      issued 15,000 five-year warrants to a licensed broker-dealer in connection
      with
      the July 2007 note. The fair value of the broker-dealer warrants at the time
      of
      grant, determined by management to be $4,918 in the aggregate, was recorded
      as a
      deferred financing cost and was amortized over the term of the notes.




In
      July
      2007, we issued an unsecured promissory note to an existing shareholder, who
      is
      presently an officer of the Company. As additional consideration for the
      purchase of the note, we issued the note holder five-year warrants to purchase
      41,241 shares of Common Stock at an exercise price of $1.25 per share. The
      relative fair value of the warrants at the time of grant, determined by
      management to be $13,522, was recorded as a debt discount and was amortized
      over
      the term of the note. Management estimated the fair value of the warrants based
      upon the application of the Black-Scholes option pricing model using the
      following assumptions: value of common share of $.69, expected life of five
      years, risk free interest rate of 3.9%, volatility of 70% and expected dividend
      yield of zero.




In
      December 2007 through February 2008, we issued 34,998 five-year warrants to
      a
      licensed broker-dealer, with an exercise price of $1.00 per share. The warrants
      contain cashless exercise provisions and piggy-back registration rights. The
      relative fair value of the warrants at the time of grant, determined by
      management to be $7,700, was recorded as a deferred financing cost and is
      amortized over the term of the notes. Management estimated the fair value of
      the
      warrants based upon the application of the Black-Scholes option pricing model
      using the following assumptions: value of common share of $.50, expected
      life of five years; risk free interest rate of 3.9%; volatility of 70% and
      expected dividend yield of zero.




On
      December 20, 2007, the four related party holders of notes issued in August
      2006, and February, March and July 2007 agreed to convert the principal and
      accrued interest on the notes into an aggregate of 446,067 shares of our Common
      Stock. As additional consideration for the agreement to convert the notes into
      equity prior to the Merger, we issued the note holders five-year warrants to
      purchase an aggregate of 223,035 shares of Common Stock at the price of $1.25
      per share, which was subsequently reduced to $1.00 per share in accordance
      with
      the terms of the warrant agreement. We recorded $123,664 in interest expense
      for
      the fair value of the warrants issued as a result of the conversion inducements.




During
      February 2008, the former interim Chief Financial Officer of the Company was
      issued five-year warrants to purchase 50,000 shares of Common Stock at a price
      of $.80 per share in accordance with the terms of an Employment Letter of
      Understanding, effective June 16, 2007. We have estimated the fair value of
      the
      warrants granted as $24,762 which was charged to incentive compensation during
      the three months ended March 31, 2008.


Page
          29





In
      April
      2008, we issued 85,500 five-year warrants to a licensed broker-dealer, with
      an
      exercise price of $1.00 per share. The warrants contain cashless exercise
      provisions and piggy-back registration rights. The relative fair value of the
      warrants at the time of grant, determined by management to be $5,267, was
      recorded as a deferred financing cost and is amortized over the term of the
      notes. Management estimated the fair value of the warrants based upon the
      application of the Black-Scholes option pricing model using the following
      assumptions: value of common share of $.17, expected life of five years;
      risk free interest rate of 3.98%; volatility of 70% and expected dividend yield
      of zero.





***Recent
      Accounting Pronouncements***




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.”
SFAS No. 157 defines fair value, establishes a framework for measuring fair
      value in generally accepted accounting principles and expands disclosures about
      fair value measurements. SFAS No. 157 applies under other accounting
      pronouncements that require or permit fair value measurements, the FASB having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, SFAS No. 157 does not require
      any
      new fair value measurements. SFAS No. 157 is effective for fiscal years
      beginning after December 15, 2007. The adoption of SFAS No. 157 did
      not have a significant impact on our financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.” SFAS No. 159 expands the scope
      of specific types of assets and liabilities that an entity may carry at fair
      value on its statement of financial position, and offers an irrevocable option
      to record the vast majority of financial assets and liabilities at fair value,
      with changes in fair value recorded in earnings. SFAS No. 159 is effective
      for fiscal years beginning after November 15, 2007. The adoption of SFAS
      No. 159 did not have a significant impact on our financial
      statements.





In
      December 2007, the FASB issued SFAS No. 141(R), *Business
      Combinations* .
      SFAS
      No. 141(R) retains the fundamental requirements in SFAS No. 141, *Business
      Combinations* ,
      that
      the acquisition method of accounting be used for all business combinations
      and
      for an acquirer to be identified for each business combination. SFAS No. 141(R)
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      and any noncontrolling interest in the acquiree at the acquisition date,
      measured at their fair values as of that date, with limited exceptions specified
      in SFAS No. 141(R). In addition, SFAS No. 141(R) requires acquisition costs
      and
      restructuring costs that the acquirer expected but was not obligated to incur
      to
      be recognized separately from the business combination, therefore, expensed
      instead of part of the purchase price allocation. SFAS No. 141(R) will be
      applied prospectively to business combinations for which the acquisition date
      is
      on or after the beginning of the first annual reporting period beginning on
      or
      after December 15, 2008. Early adoption is prohibited. We expect to adopt SFAS
      No. 141(R) to any business combinations with an acquisition date on or after
      January 1, 2009.




In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment to ARB No.
      51* .
      SFAS
      No. 160 changes the accounting and reporting for minority interests, which
      will
      be recharacterized as noncontrolling interests and classified as a component
      of
      equity. SFAS No. 160 is effective for fiscal years, and interim periods within
      those fiscal years, beginning on or after December 15, 2008. Early adoption
      is
      prohibited. We are currently evaluating the impact SFAS No. 160 may have on
      our
      financial statements.





In
      March
      2008, the FASB issued Statement of Financial Accounting Standards No. 161,
      “Disclosures about Derivative Instruments and Hedging Activities – an amendment
      of
      FASB Statement No. 133,” (“SFAS 161”), which requires enhanced disclosures about
      an entity’s derivative and hedging activities and thereby improves the
      transparency of financial reporting. Disclosing the fair values of derivative
      instruments and their gains and losses in a tabular format provides a more
      complete picture of the location in an entity’s financial statements of both the
      derivative positions existing at period end and the effect of using derivatives
      during the reporting period. Entities are required to provide enhanced
      disclosures about (a) how and why an entity uses derivative instruments, (b)
      how
      derivative instruments and related hedged items are accounted for under
      Statement 133 and its related interpretations, and (c) how derivative
      instruments and related hedged items affect an entity’s financial position,
      financial performance, and cash flows. SFAS 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008. Early adoption is permitted. We are currently evaluating the impact
      of
      adopting SFAS 161 on our financial position, cash flows, and results of
      operations.





In
      May
      2008, the FASB issued Statement of Financial Accounting Standards No. 162,
“The
      Hierarchy of Generally Accepted Accounting Policies” (“SFAS 162”), which
      reorganizes the GAAP hierarchy. The purpose of the new standard is to improve
      financial reporting by providing a consistent framework for determining what
      accounting principles should be used when preparing the U.S. GAAP financial
      statements. The standard is effective 60 days after the SEC’s approval of the
      PCAOB’s amendments to AU Section 411. We are currently evaluating the impact of
      adopting SFAS 162 on our financial position, cash flows, and results of
      operations.





In
      May
      2008, the FASB issued FSP Accounting Principles Board Opinion (“APB”) No. 14-1,
“Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
      Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”), which requires
      the issuer of certain convertible debt instruments that may be settled in cash
      (or other assets) on conversion to separately account for the liability (debt)
      and equity (conversion option) components of the instrument in a manner that
      reflects the issuer’s nonconvertible debt borrowing rate. FSP APB 14-1 will be
      effective for the Company on January 1, 2009 and will require retroactive
      disclosure. We are currently evaluating the impact of adopting FSP APB 14-1
      on
      our financial position, cash flows, and results of operations.


Page
          30





In
      June
      2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
      Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
      EITF 03-6-1”), which requires entities to apply the two-class method of
      computing basic and diluted earnings per share for participating securities
      that
      include awards that accrue cash dividends (whether paid or unpaid) any time
      common shareholders receive dividends and those dividends do not need to be
      returned to the entity if the employee forfeits the award. FSP EITF 03-6-1
      will
      be effective for the Company on January 1, 2009 and will require retroactive
      disclosure. We are currently evaluating the impact of adopting FSP EITF 03-6-1
      on our financial position, cash flows, and results of operations.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force, or “EITF”), the American Institute of Certified Public
      Accountants, and the SEC did not or are not believed by management to have
      a
      material impact on our present or future financial statements.





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




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




**Item
      4T.**  **Controls
      and Procedures**




*Evaluation
      of disclosure controls and procedures.*




As
      required by Rule 13a-15(b) under the Exchange Act, management carried out an
      evaluation, with the participation of our Principal Financial Officer and
      Principal Executive Officer, of the effectiveness of our disclosure controls
      and
      procedures, as of the end of the period covered by this report. Based on this
      evaluation, our Principal Executive Officer and Principal Financial Officer
      concluded that our 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 us in the reports that we file
      or
      submit under the Exchange Act are recorded, processed, summarized and reported
      within the time periods specified in rules and forms of the SEC in part because
      of our late filing of our interim report on Form 10-Q for the period ended
      March
      31, 2008. In addition, our lack of the necessary depth of personnel with
      sufficient technical accounting expertise caused a delay in completing the
      unaudited financial statements for such period which are included in this Form
      10-Q. We believe that adequate steps are now being taken by our management
      to
      reduce this risk on a going-forward basis. Our management is seeking to hire
      additional personnel to assist with the preparation of financial statements,
      subject to the availability of adequate funds, and make additional changes
      in
      our 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.




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.




*Internal
      Control*





Prior
      to
      the Merger with Lifesciences, Dr. TATTOFF® was a private company and thus for
      the period covered by this report had not established and maintained a system
      of
      internal controls over financial reporting in compliance with Exchange Act
      Rule
      13a-15(f) and 15d-15(f))(“Internal Controls”). This Form 10-Q for the period
      ended June 30, 2008 is our second post-Merger filing of a periodic report that
      includes financial statements reflecting the historical results of Dr. TATTOFF®
prior to the Merger, as well as that of the combined company following the
      Merger. As a result, our management has not currently designed such Internal
      Controls or caused such Internal Controls over financial reporting to be
      designed under its supervision to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external purposes in accordance with generally accepted accounting
      principles. There have not been any changes in the existing system of internal
      controls during the quarter with respect to Dr. TATTOFF that have materially
      affected or are reasonably likely to materially affect internal
      control.


Page
          31


**PART
      II. OTHER INFORMATION**




**Item
      1. Legal Proceedings**




None.




**Item
      1A.**  **Risk
      Factors**




***We
      are currently dependent upon a single physician who works in all three of our
      clinics for all of our operating revenue.***





Our
      management services agreement with William Kirby, D.O., Inc. (“Kirby Inc.”), an
      entity managed and solely owned by Dr. William T. Kirby, our Medical
      Director and member of our board of directors, is currently our sole source
      of
      revenue. Any material failure of Dr. Kirby to fulfill his obligations under
      the
      management services agreement would materially adversely affect our financial
      results. In addition, we do not maintain key man life insurance on Dr. Kirby.
       In the event that we were to lose the services of Dr. Kirby, our
      operations would be materially adversely affected and if we are not able to
      find
      a suitable replacement quickly, our operations would likely have to cease
      altogether.





***Our
      intellectual property rights are valuable, and any inability to protect them
      could reduce the value of our brand image and harm our business and our
      operating results.***





We
      own
      the rights to the registered trademark Dr. TATTOFF® and rights to certain domain
      names, which we believe are valuable assets. We seek to protect our intellectual
      property assets through trademark and other intellectual property laws of the
      United States, and through contractual provisions wherever possible. The efforts
      we have taken to protect our intellectual property and proprietary rights may
      not be sufficient or effective at stopping unauthorized use of those rights.
      In
      addition, effective trademark and intellectual property protection may not
      be
      available or cost-effective in any other country in which our web site and
      media
      properties are made available through the Internet. There may be instances
      where
      we are not able to fully protect or utilize our intellectual property assets
      in
      a manner to maximize competitive advantages. Further, while we will attempt
      to
      ensure that the quality of our brand is maintained through restrictions in
      the
      licenses we grant contracting physicians, our licensees may take actions that
      could impair the value of our brand, our proprietary rights or the reputation
      of
      our services. Any impairment of our brand could negatively impact our business.
      In addition, protecting our intellectual property and other proprietary rights
      is expensive and time consuming. Any unauthorized use of our intellectual
      property could make it more expensive to do business and consequently harm
      our
      operating results.





***Failure
      of our contracting physicians to meet customers’ expectations or deliver
      expected performance in laser tattoo removal services could result in losses,
      lawsuits and negative publicity, which will harm our
      business.***





If
      the
      laser tattoo removal services offered by our current or future contracting
      physician(s) fail to perform in the manner expected by their patients, then
      our
      revenues may be delayed or lost due to adverse customer reaction, negative
      publicity about us and the services provided by our contracting physicians,
      which could adversely affect our contracting physician’s ability to attract or
      retain customers. Furthermore, disappointed customers may initiate claims for
      substantial damages against us, regardless of our responsibility for such
      failure. Such risk could result in professional liability, malpractice, product
      liability, or other claims brought against us or our contracting physicians
      based upon injuries or alleged injuries associated with a defect in a laser’s
      performance or malpractice by a physician, technician or other health care
      professional. Some injuries or defects may not become evident for a number
      of
      years. Significant lawsuits against us could subject us to significant judgments
      and damage our reputation. In addition, a partially or completely uninsured
      claim against us could have a material adverse effect on our business, financial
      condition and results of operations.




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





On
      June
      30, 2008, we issued a convertible promissory note in the principal amount of
      $50,000 to an accredited investor, which accrues interest at a rate of 12%
      per
      annum on the aggregate unconverted and then outstanding principal amount,
      payable on the maturity date. The note matures the earlier of: (i) 180 days
      following the issue date, or (ii) five (5) business days from the date of
      closing by our Company of equity financing in the aggregate of not less than
      $5
      million. The holder of the note may, at his option, elect to convert any
      outstanding and unpaid principal portion of the convertible note, and any
      accrued and unpaid interest, into shares of our Common Stock at a price per
      share which is the lesser of: (i) $1.00 or (ii) eighty percent (80%) of the
      initial purchase price of the Common Stock in our public offering, subject
      to
      adjustment in the event of a merger, or reclassification, subdivision or
      combination of our securities. In the event any portion of the note is converted
      prior to the commencement of the public offering, the conversion price is $1.00
      per share. In addition, the note holder received an additional 50,000 shares
      of
      our Common Stock.


Page
          32





The
      above
      issuance of securities was 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. No underwriters or brokers were employed in the transaction. The
      securities will be deemed restricted securities for purposes of the Securities
      Act. A legend will be placed on the stock certificates 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.





Except
      as
      set forth above, there were no other sales of our unregistered securities during
      the three months ended June 30, 2008 that were not previously reported on a
      Current Report on Form 8-K (“Form 8-K”) filed with the SEC.




**Item
      3.****Defaults
      upon Senior Securities.**




The
      Company’s $150,000 promissory note payable to an accredited investor matured on
      January 16, 2008 and bears interest at a rate of 10% per annum. A payment of
      $25,000 was made on July 28, 2008. As of August 18, 2008, we owed a total of
      $141,177 in principal and interest in arrears under the promissory note. The
      promissory note provides that our failure to pay timely any amount due
      thereunder constitutes an event of default. Upon an occurrence of an event
      of
      default under the promissory note, the entire unpaid balance of the principal
      sum and interest then accrued bears interest at the same rate of 10% per annum
      on the unpaid balance until paid. On August 19, 2008, the Company entered into
      an extension agreement with the note holder pursuant to which the note holder
      waived any and all past defaults (including penalties) and agreed to extend
      the
      maturity date of the note until October 31, 2008. In addition, the Company
      agreed to pay certain portions the remaining outstanding principal and accrued
      interest on specified dates prior to maturity.




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


On
        April
        1, 2008, we received the written consent, in lieu of a meeting of shareholders,
        from the holder of 6,712,500 shares (64.1%) of our outstanding Common Stock,
        approving an amendment to our articles of incorporation to change our corporate
        name from “Lifesciences Opportunities Incorporated” to “Dr. Tattoff, Inc.” We
        filed a definitive information statement regarding the name change amendment
        with the SEC on April 28, 2008.




**Item
      5.****Other
      Information.**




None.




**Item
      6.****Exhibits**




The
      following exhibits are filed as part of this report.




**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).3.4
            
            Articles
                of Amendment to the Articles of Incorporation filed with the Secretary
                of
                State of the State of Florida on May 19, 2008 (incorporated by reference
                to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed with
                the SEC on July 18, 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).4.2
            
            Form
                of Underwriter's Purchase Warrant (incorporated by reference to Exhibit
                4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC
                on August 5, 2008).


Page
          33





4.3
            
            Form
                of Unit Certificate (incorporated by reference to Exhibit 4.3 to
                the
                Company’s Registration Statement on Form S-1 filed with the SEC on August
                5, 2008).4.4
            
            Form
                of Class A Warrant Certificate.(incorporated by reference to Exhibit
                4.4
                to the Company’s Registration Statement on Form S-1 filed with the SEC on
                August 5, 2008).4.5
            
            Form
                of Class B Warrant Certificate (incorporated by reference to Exhibit
                4.5
                to the Company’s Registration Statement on Form S-1 filed with the SEC on
                August 5, 2008).10.1
            
            Management
                Services Agreement between Dr. TATTOFF®, LLC and William 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 William
                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).10.3
            
            Amendment
                to Management Services Agreement between Dr. TATTOFF®, LLC, William Kirby,
                D.O. and William Kirby, D.O., Inc., dated December 31, 2007
                (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report
                on Form 10-K filed with the SEC on May 15, 2008).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).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 the Company 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 the Company 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).




Page
          34





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
                the
                Company 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).10.27
            
            Note
                Extension Agreement between Dr. TATTOFF®, LLC and certain Noteholders,
                dated December 20, 2007 (incorporated by reference to Exhibit 10.27
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.28
            
            Note
                Conversion Agreement between Dr. TATTOFF®, LLC and certain Noteholders,
                dated December 20, 2007 (incorporated by reference to Exhibit 10.28
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.29
            
            Second
                Note Extension Agreement between the Company and certain Noteholders,
                dated May 30, 2008 (incorporated by reference to Exhibit 10.29 to
                the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.30
            
            Common
                Stock Purchase Warrant issued by the Company in favor of Howard Sampson,
                dated February 11, 2008 (incorporated by reference to Exhibit 10.30
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.31
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of James Morel, in the principal
                amount of $12,000, dated November 15, 2005 (incorporated by reference
                to
                Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q filed with
                the SEC on July 18, 2008).10.32
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of James Morel, in
                the principal amount of $12,000, dated July 2, 2007 (incorporated
                by
                reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.33
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of Christopher Knight, in the
                principal amount of $12,000, dated November 15, 2005 (incorporated
                by
                reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.34
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $12,000, dated July 3, 2007
                (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.35
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of William Kirby, in the
                principal amount of $12,000, dated November 15, 2005 (incorporated
                by
                reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.36
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of William Kirby,
                in the principal amount of $12,000, dated July 3, 2007 (incorporated
                by
                reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.37
            
            Convertible
                Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $138,000, dated February 15, 2007
                (incorporated by reference to Exhibit 10.37 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.38
            
            Convertible
                Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $25,000, dated February 27, 2007
                (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.39
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $75,000, dated March 29, 2007
                (incorporated by reference to Exhibit 10.39 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.40
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of William Kirby, in the principal amount of $52,000, dated
                February
                25, 2007 (incorporated by reference to Exhibit 10.40 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.41
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of Scott Woodruff, in the principal amount of $10,000, dated
                February 15, 2007 (incorporated by reference to Exhibit 10.41 to
                the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.42
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of Scott Woodruff, in the principal amount of $50,000, dated
                August
                18, 2006 (incorporated by reference to Exhibit 10.42 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.43
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, in the
                principal amount of $75,000, dated July 20, 2007 (incorporated by
                reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.44
            
            Unit
                Purchase Warrant issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, dated
                July 20, 2007 (incorporated by reference to Exhibit 10.44 to the
                Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).




Page
          35





10.45
            
            Employment
                Letter of Understanding by and between Dr. TATTOFF®, LLC and Howard
                Sampson (incorporated by reference to Exhibit 10.45 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.46
            
            Placement
                Agency Agreement between Dr. TATTOFF®, LLC and Brookshire Securities
                Corporation, dated June 25, 2007. (incorporated by reference to Exhibit
                10.46 to the Company’s Registration Statement on Form S-1 filed with the
                SEC on August 5, 2008).10.47
            
            Note
                Conversion Agreement between the Company and certain Noteholders,
                dated
                July 22, 2008 (incorporated by reference to Exhibit 10.47 to the
                Company’s
                Registration Statement on Form S-1 filed with the SEC on August 5,
                2008).10.48
            
            Convertible
                Promissory Note, issued by the Company in favor of an investor, in
                the
                principal amount of $50,000, dated June 27, 2008. (incorporated by
                reference to Exhibit 10.48 to the Company’s Registration Statement on Form
                S-1 filed with the SEC on August 5, 2008).10.49
            
            Amendment
                No. 1 to the Amended and Restated Selling Agreement, dated July 11,
                2008,
                by and between the Company and Dawson James Securities, Inc. (incorporated
                by reference to Exhibit 10.49 to the Company’s Registration Statement on
                Form S-1 filed with the SEC on August 5, 2008).10.50
            
            Note
                Extension Agreement between the Company and a certain Noteholder,
                dated
                August 19, 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
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.**
                Filed herewith.




Page
          36


**SIGNATURES**




Pursuant
      to the requirements 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.**Date:
                August 20, 2008
            By:
            /s/
                John P. KeefeJohn
                P. Keefe, Chief Executive Officer and Chief Operating Officer
              (Principal
                Executive Officer)Date:
                August 20, 2008
            By:
            /s/
                Mark A. EdwardsMark
                A. Edwards, Chief Financial Officer
              (Principal
                Financial Officer)




Page
          37


**EXHIBIT
      INDEX**




**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).3.4
            
            Articles
                of Amendment to the Articles of Incorporation filed with the Secretary
                of
                State of the State of Florida on May 19, 2008 (incorporated by reference
                to Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed with
                the SEC on July 18, 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).4.2
            
            Form
                of Underwriter's Purchase Warrant (incorporated by reference to Exhibit
                4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC
                on August 5, 2008).4.3
            
            Form
                of Unit Certificate (incorporated by reference to Exhibit 4.3 to
                the
                Company’s Registration Statement on Form S-1 filed with the SEC on August
                5, 2008).4.4
            
            Form
                of Class A Warrant Certificate.(incorporated by reference to Exhibit
                4.4
                to the Company’s Registration Statement on Form S-1 filed with the SEC on
                August 5, 2008).4.5
            
            Form
                of Class B Warrant Certificate (incorporated by reference to Exhibit
                4.5
                to the Company’s Registration Statement on Form S-1 filed with the SEC on
                August 5, 2008).10.1
            
            Management
                Services Agreement between Dr. TATTOFF®, LLC and William 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 William
                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).10.3
            
            Amendment
                to Management Services Agreement between Dr. TATTOFF®, LLC, William Kirby,
                D.O. and William Kirby, D.O., Inc., dated December 31, 2007
                (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report
                on Form 10-K filed with the SEC on May 15, 2008).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).




Page
          38





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).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 the Company 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 the Company 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
                the
                Company 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).10.27
            
            Note
                Extension Agreement between Dr. TATTOFF®, LLC and certain Noteholders,
                dated December 20, 2007 (incorporated by reference to Exhibit 10.27
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.28
            
            Note
                Conversion Agreement between Dr. TATTOFF®, LLC and certain Noteholders,
                dated December 20, 2007 (incorporated by reference to Exhibit 10.28
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.29
            
            Second
                Note Extension Agreement between the Company and certain Noteholders,
                dated May 30, 2008 (incorporated by reference to Exhibit 10.29 to
                the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.30
            
            Common
                Stock Purchase Warrant issued by the Company in favor of Howard Sampson,
                dated February 11, 2008 (incorporated by reference to Exhibit 10.30
                to the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.31
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of James Morel, in the principal
                amount of $12,000, dated November 15, 2005 (incorporated by reference
                to
                Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q filed with
                the SEC on July 18, 2008).10.32
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of James Morel, in
                the principal amount of $12,000, dated July 2, 2007 (incorporated
                by
                reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.33
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of Christopher Knight, in the
                principal amount of $12,000, dated November 15, 2005 (incorporated
                by
                reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.34
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $12,000, dated July 3, 2007
                (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).




Page
          39





10.35
            
            Promissory
                Note issued by Dr. TATTOFF®, LLC in favor of William Kirby, in the
                principal amount of $12,000, dated November 15, 2005 (incorporated
                by
                reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.36
            
            Amendment
                to Promissory Note issued by Dr. TATTOFF®, LLC in favor of William Kirby,
                in the principal amount of $12,000, dated July 3, 2007 (incorporated
                by
                reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.37
            
            Convertible
                Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $138,000, dated February 15, 2007
                (incorporated by reference to Exhibit 10.37 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.38
            
            Convertible
                Promissory Note issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $25,000, dated February 27, 2007
                (incorporated by reference to Exhibit 10.38 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.39
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Christopher
                Knight, in the principal amount of $75,000, dated March 29, 2007
                (incorporated by reference to Exhibit 10.39 to the Company’s Quarterly
                Report on Form 10-Q filed with the SEC on July 18,
                2008).10.40
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of William Kirby, in the principal amount of $52,000, dated
                February
                25, 2007 (incorporated by reference to Exhibit 10.40 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.41
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of Scott Woodruff, in the principal amount of $10,000, dated
                February 15, 2007 (incorporated by reference to Exhibit 10.41 to
                the
                Company’s Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.42
            
            Amended
                and Restated Convertible Promissory Note, issued by Dr. TATTOFF®, LLC in
                favor of Scott Woodruff, in the principal amount of $50,000, dated
                August
                18, 2006 (incorporated by reference to Exhibit 10.42 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.43
            
            Convertible
                Promissory Note, issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, in the
                principal amount of $75,000, dated July 20, 2007 (incorporated by
                reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q
                filed with the SEC on July 18, 2008).10.44
            
            Unit
                Purchase Warrant issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, dated
                July 20, 2007 (incorporated by reference to Exhibit 10.44 to the
                Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.45
            
            Employment
                Letter of Understanding by and between Dr. TATTOFF®, LLC and Howard
                Sampson (incorporated by reference to Exhibit 10.45 to the Company’s
                Quarterly Report on Form 10-Q filed with the SEC on July 18,
                2008).10.46
            
            Placement
                Agency Agreement between Dr. TATTOFF®, LLC and Brookshire Securities
                Corporation, dated June 25, 2007. (incorporated by reference to Exhibit
                10.46 to the Company’s Registration Statement on Form S-1 filed with the
                SEC on August 5, 2008).10.47
            
            Note
                Conversion Agreement between the Company and certain Noteholders,
                dated
                July 22, 2008 (incorporated by reference to Exhibit 10.47 to the
                Company’s
                Registration Statement on Form S-1 filed with the SEC on August 5,
                2008).10.48
            
            Convertible
                Promissory Note, issued by the Company in favor of an investor, in
                the
                principal amount of $50,000, dated June 27, 2008. (incorporated by
                reference to Exhibit 10.48 to the Company’s Registration Statement on Form
                S-1 filed with the SEC on August 5, 2008).10.49
            
            Amendment
                No. 1 to the Amended and Restated Selling Agreement, dated July 11,
                2008,
                by and between the Company and Dawson James Securities, Inc. (incorporated
                by reference to Exhibit 10.49 to the Company’s Registration Statement on
                Form S-1 filed with the SEC on August 5, 2008).10.50
            
            Note
                Extension Agreement between the Company and a certain Noteholder,
                dated
                August 19, 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
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.**
                Filed herewith.




Page
          40