**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      DC 20549**

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**FORM      10-Q**

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

**March      31, 2008**

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

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**COMMISSION      FILE NUMBER 000-52836**

**DR.      TATTOFF, INC.**

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| **Florida**                                     |   | **20-0594204**                     |
|-------------------------------------------------|--------|------------------------------------|
| (State                or Other Jurisdiction     |   | (I.R.S.                Employer    |
| of                Incorporation orOrganization) |   | Identification                No.) |

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

**(310)      659-5101**

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**DR.      TATTOFF, INC.**

**INDEX**

| PART                I. FINANCIAL                INFORMATION |   |                                                                                                                      |
|-------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|
|                                                        |   |                                                                                                                      |   |   |
| Item                1.                                      |   | Financial                Statements                                                                                       |   | 3 |
|                                                        |   |                                                                                                                      |   |   |
| Item                2.                                      |   | Management’s                Discussion and Analysis of Financial Condition and Results of                Operations |   | 21 |
|                                                        |   |                                                                                                                      |   |   |
| Item                3.                                      |   | Quantitative                and Qualitative Disclosures about Market Risk                                                 |   | 29 |
|                                                        |   |                                                                                                                      |   |   |
| Item                4T.                                     |   | Controls                and Procedures                                                                                    |   | 29 |
|                                                        |   |                                                                                                                      |   |   |
| PART                II. OTHER INFORMATION                   |   |                                                                                                                      |
|                                                        |   |                                                                                                                      |   |   |
| Item                1.                                      |   | Legal                Proceedings                                                                                          |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                1A.                                     |   | Risk                Factors                                                                                               |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                2.                                      |   | Unregistered                Sales of Equity Securities and Use of Proceeds                                                |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                3.                                      |   | Defaults                Upon Senior Securities                                                                            |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                4.                                      |   | Submission                of Matters to a Vote of Security Holders                                                        |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                5.                                      |   | Other                Information                                                                                          |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Item                6.                                      |   | Exhibits                                                                                                                  |   | 30 |
|                                                        |   |                                                                                                                      |   |   |
| Signatures                                                  |   | 35                                                                                                                        |
|                                                        |   |                                                                                                                      |   |   |
| Exhibit                Index                                |   | 36                                                                                                                        |

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*DR.      TATTOFF, INC.*

*(formerly      Lifesciences Opportunities Incorporated)*

*CONDENSED      BALANCE SHEETS *

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**Item      1.  **
**Financial      Statements**

|                                                                                                                                                                                                                          |   | **March 31, 2008** |       |                            |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|------------|---------------------------------|--------|
|                                                                                                                                                                                                                               |   | **(Unaudited)**              |       | **December 31, 2007** |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |
| **ASSETS**                                                                                                                                                                                                                         |   |                         |       |                            |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |
| **CURRENT                ASSETS**                                                                                                                                                                                                  |   |                         |       |                            |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |
| Prepaid                expenses                                                                                                                                                                                                    |   | $                            | 83,971     |                            | $      | 19,187 |   |
| Other                current assets                                                                                                                                                                                                |   |                         | 4,412      |                            |   | 15,227 |   |
|                                                                                                                                                                                                                               |   |                         | 88,383     |                            |   | 34,414 |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |   |   |
| **PROPERTY                AND EQUIPMENT**, net                                                                                                                                                                                     |   |                         | 317,217    |                            |   | 335,384 |   |
| **OTHER                ASSETS**                                                                                                                                                                                                    |   |                         | 69,123     |                            |   | 41,673 |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |   |   |
| Total                assets                                                                                                                                                                                                        |   | $                            | 474,723    |                            | $      | 411,471 |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |   |   |
| **LIABILITIES                AND SHAREHOLDERS’ DEFICIT**                                                                                                                                                                     |   |                         |       |                            |   |   |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |   |   |
| **CURRENT                LIABILITIES**                                                                                                                                                                                             |   |                         |       |                            |   |   |   |
| Accounts                payable                                                                                                                                                                                                    |   | $                            | 639,298    |                            | $      | 498,822 |   |
| Bank                overdraft                                                                                                                                                                                                      |   |                         | 29,153     |                            |   | 8,917 |   |
| Accrued                and other liabilities                                                                                                                                                                                       |   |                         | 208,073    |                            |   | 186,861 |   |
| Notes                payable                                                                                                                                                                                                       |   |                         | 720,764    |                            |   | 363,934 |   |
| Related                party loans and notes payable                                                                                                                                                                               |   |                         | 106,855    |                            |   | 64,000 |   |
| Accrued                compensation                                                                                                                                                                                                |   |                         | 227,214    |                            |   | 140,217 |   |
| Capital                lease obligations, current                                                                                                                                                                                  |   |                         | 92,489     |                            |   | 90,351 |   |
|                                                                                                                                                                                                                               |   |                         | 2,023,846  |                            |   | 1,353,102 |   |
| **LONG-TERM                LIABILITIES**                                                                                                                                                                                           |   |                         |       |                            |   |   |   |
| Capital                lease obligations, net of current portion                                                                                                                                                                   |   |                         | 124,057    |                            |   | 153,878 |   |
|                                                                                                                                                                                                                               |   |                         |       |                            |   |   |   |
| Total                liabilities                                                                                                                                                                                                   |   |                         | 2,147,903  |                            |   | 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  |                            |   | 1,094,000 |   |
| Common                stock, $.0001 par value , 80,000,000 authorized,                10,469,761 and 7,946,067 issued and outstanding at March                31, 2008 and December 31, 2007, respectively (1) |   |                         | 1,047      |                            |   | 795 |   |
| Paid                in capital                                                                                                                                                                                                     |   |                         | 113,378    |                            |   | 150,473 |   |
| Accumulated                deficit                                                                                                                                                                                                 |   |                         | (2,881,604 | )                               |   | (2,340,777 | ) |
| **Total                shareholders’ deficit**                                                                                                                                                                               |   |                         | (1,673,179 | )                               |   | (1,095,509 | ) |
| **Total                liabilities and shareholders’ deficit**                                                                                                                                                               |   | $                            | 474,723    |                            | $      | 411,471 |   |

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

*Page          3*

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*DR.        TATTOFF, INC.*

*(formerly      Lifesciences Opportunities Incorporated) *

*CONDENSED      STATEMENTS OF OPERATIONS*

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|                                          |   | **Three Months Ended** |      |
|----------------------------------------------------|--------|----------------------------------|-----------|
|                                               |   | **March 31, 2008**     |      | **March 31, 2007** |   |
|                                               |   |                             |      |   |   |
| **REVENUES**                                       |   | $                                | 299,194   |   | $ | 226,482 |   |
|                                               |   |                             |      |   |   |   |   |
| **OPERATING                COSTS AND EXPENSES**    |   |                             |      |   |   |   |   |
| Management                service expenses         |   |                             | 229,384   |   |   | 138,364 |   |
| General                and administrative expenses |   |                             | 535,889   |   |   | 61,112 |   |
| Marketing                and advertising           |   |                             | 32,788    |   |   | 132,299 |   |
| Depreciation                and amortization       |   |                             | 19,900    |   |   | 18,114 |   |
|                                               |   |                             |      |   |   |   |   |
| **OPERATING                LOSS**                  |   |                             | (518,767  | ) |   | (123,407 | ) |
|                                               |   |                             |      |   |   |   |   |
| **NET                INTEREST EXPENSE**            |   |                             | 22,060    |   |   | 9,593 |   |
|                                               |   |                             |      |   |   |   |   |
| **LOSS                BEFORE INCOME TAXES**        |   | $                                | (540,827  | ) | $ | (133,000 | ) |
|                                               |   |                             |      |   |   |   |   |
| **INCOME                TAXES**                    |   |                             | -         |   |   | - |   |
|                                               |   |                             |      |   |   |   |   |
| **NET                LOSS**                        |   | $                                | (540,827  | ) | $ | (133,000 | ) |
|                                               |   |                             |      |   |   |   |   |
| **NET                LOSS PER SHARE**              |   |                             |      |   |   |   |   |
| **BASIC                and DILUTED**               |   | $                                | (0.06     | ) | $ | (0.02 | ) |
|                                               |   |                             |      |   |   |   |   |
| **WEIGHTED                AVERAGE SHARES (2)**     |   |                             |      |   |   |   |   |
| **BASIC                and DILUTED**               |   |                             | 9,074,875 |   |   | 7,512,221 |   |

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

*Page          4*

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*DR.      TATTOFF, INC.*

*(formerly      Lifesciences Opportunities Incorporated) *

*CONDENSED      STATEMENT OF SHAREHOLDERS’ DEFICIT *

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|                                                      |   |                     |    |                  |    |        |         |               |       | **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              |   |                     | − |                  |    | −     |         |               | −    |              |    | − |   |   | 32,962 |   |   | − |   |   | 32,962 |   |
|                                                      |   |                     |    |                  |    |        |         |               |       |              |    |   |   |   |   |   |   |   |   |   |   |   |
| Post-closing                PPM expenses                  |   |                     |    |                  |    |        |         |               |       |              |    |   |   |   | (13,628 | ) |   |   |   |   | (13,628 | ) |
|                                                      |   |                     |    |                  |    |        |         |               |       |              |    |   |   |   |   |   |   |   |   |   |   |   |
| Stock                issued upon merger with Lifesciences |   |                     | − |                  |    | −     |         |               | 2,523,694  |              |    | 252 |   |   | (56,429 | ) |   | − |   |   | (56,177 | ) |
|                                                      |   |                     |    |                  |    |        |         |               |       |              |    |   |   |   |   |   |   |   |   |   |   |   |
| Net                loss                                   |   |                     | − |                  |    | −     |         |               | −    |              |    | − |   |   | − |   |   | (540,827 | ) |   | (540,827 | ) |
|                                                      |   |                     |    |                  |    |        |         |               |       |              |    |   |   |   |   |   |   |   |   |   |   |   |
| **BALANCE****–****March 31,                2008**   |   |                     | 10,940  |                  | $       | 1,094,000   |         |               | 10,469,761 |              | $       | 1,047 |   | $ | 113,378 |   | $ | (2,881,604 | ) | $ | (1,673,179 | ) |

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

*Page          5*

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*DR.      TATTOFF, INC.*

*(formerly      Lifesciences Opportunities Incorporated) *

*CONDENSED      STATEMENTS OF CASH FLOWS *

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|                                                                                                          |   | **Three Months Ended** |     |
|---------------------------------------------------------------------------------------------------------------|--------|----------------------------------|----------|
|                                                                                                          |   | **March 31, 2008**     |     | **March 31, 2007** |   |
|                                                                                                          |   |                             |     |   |   |
| **CASH                FLOWS FROM OPERATING ACTIVITIES**                                                       |   |                             |     |   |   |
| Net                loss                                                                                       |   | $                                | (540,827 | ) | $ | (133,000 | ) |
| Adjustments                to reconcile net loss to net cash used in operating                activities:     |   |                             |     |   |   |   |   |
| Depreciation                and amortization                                                                  |   |                             | 19,900   |   |   | 18,114 |   |
| Fair                value of warrants issued as compensation                                                  |   |                             | 24,762   |   |   | − |   |
| Changes                in operating assets and liabilities:                                                   |   |                             |     |   |   |   |   |
| Related                party receivable                                                                       |   |                             | −  |   |   | 37,665 |   |
| Prepaid                expenses and other assets                                                              |   |                             | (3,412   | ) |   | 937 |   |
| Accounts                payable                                                                               |   |                             | 124,311  |   |   | (17,494 | ) |
| Related                party payable                                                                          |   |                             | 4,479    |   |   | 1,087 |   |
| Accrued                and other liabilities                                                                  |   |                             | 94,552   |   |   | 31,106 |   |
| **Net                cash used in operating activities**                                                      |   |                             | (276,235 | ) |   | (61,585 | ) |
|                                                                                                          |   |                             |     |   |   |   |   |
| **CASH                FLOWS FROM INVESTING ACTIVITIES**                                                       |   |                             |     |   |   |   |   |
| Purchase                of property and equipment                                                             |   |                             | (1,733   | ) |   | (29,190 | ) |
| Deferred                financing cost and other assets                                                       |   |                             | (19,250  | ) |   | − |   |
| **Net                cash used in investing activities**                                                      |   |                             | (20,983  | ) |   | (29,190 | ) |
|                                                                                                          |   |                             |     |   |   |   |   |
| **CASH                FLOWS FROM FINANCING ACTIVITIES**                                                       |   |                             |     |   |   |   |   |
| Cash              acquired in Lifesciences merger                                                             |   |                             | 12,020   |   |   | – |   |
| Bank              overdraft                                                                                   |   |                             | 20,236   |   |   | – |   |
| Principal                payments on capital lease financing                                                  |   |                             | (27,683  | ) |   | (17,123 | ) |
| Proceeds                from bridge financing                                                                 |   |                             | 299,975  |   |   | − |   |
| Principal                payments on notes payable                                                            |   |                             | (7,330   | ) |   | (7,818 | ) |
| Proceeds                from related party notes payable                                                      |   |                             | −  |   |   | 150,000 |   |
| **Net                cash provided by financing activities**                                                  |   |                             | 297,218  |   |   | 125,059 |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| Net                increase in cash                                                                           |   |                             | −  |   |   | 34,284 |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| **Cash**–                beginning of period                                                            |   |                             | –  |   |   | 761 |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| **Cash**–                end of period                                                                  |   | $                                | −  |   | $ | 35,045 |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| **SUPPLEMENTAL                CASH FLOW DISCLOSURE**                                                          |   |                             |     |   |   |   |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| Cash                paid during the period for:                                                               |   |                             |     |   |   |   |   |
| Interest                                                                                                      |   | $                                | 7,687    |   | $ | 8,646 |   |
|                                                                                                          |   |                             |     |   |   |   |   |
| **SUPPLEMENTAL                DISCLOSURE OF****NONCASH                INVESTING AND FINANCING****ACTIVITIES** |   |                             |     |   |   |   |   |
| Note                issued to finance insurance policies                                                      |   | $                                | 64,185   |   | $ | – |   |
| Fair                value of warrants issued to broker dealer                                                 |   | $                                | 8,200    |   | $ | – |   |
| Common                stock issued upon merger with Lifesciences                                              |   | $                                | 252      |   | $ | – |   |
| Net                liabilities assumed in Lifesciences merger                                                 |   | $                                | 56,177   |   | $ | – |   |
| Conversion                of related party loans into equity                                                  |   | $                                | –  |   | $ | 137,335 |   |
| Conversion                of equity into related party loans                                                  |   | $                                | –  |   | $ | 150,000 |   |

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

*Page          6*

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*DR.      TATTOFF, INC.*

*(formerly      Lifesciences Opportunities Incorporated) *

*NOTES      TO CONDENSED FINANCIAL STATEMENTS*

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

*Organization      and Merger*

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

*Reverse      Merger Accounting*

*Page          7*

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*DR.          TATTOFF, INC.*

*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

*Financial      Statements   *

*Going      Concern*

*Cash      and Cash Equivalents *

*Fair      Value of Financial Instruments   *

*Page          8*

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*DR.        TATTOFF, INC.*

*(formerly        Lifesciences Opportunities Incorporated) *

*NOTES        TO CONDENSED FINANCIAL STATEMENTS*

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

*Long-lived      Assets*

*Accounting      for the Impairment or Disposal of Long-Lived Assets*

*Property      and Equipment *

*Revenue      Recognition *

*Advertising      Costs *

*Income      Taxes *

*Page          9*

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*DR.        TATTOFF, INC.*

*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

*Use      of Estimates *

*Business      Segments*

*Reclassifications*

*Recent      Accounting Pronouncements *

*Business      Combinations*
*Business      Combinations*

*Noncontrolling      Interests in Consolidated Financial Statements, an amendment to ARB No.      51*

*Page          10*

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*DR.        TATTOFF, INC.*
*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

** **

|                             |   | **March 31,****2008** |   | **December 31, ****2007** |   |
|----------------------------------|--------|----------------------------|--------|-------------------------------------|--------|
|                             |   |                       |   |                                |   |   |   |
| Prepaid                insurance |   | $                          | 83,971 |                                | $      | 18,599 |   |
| Prepaid                other     |   |                       | -      |                                |   | 588 |   |
|                             |   |                       |   |                                |   |   |   |
|                             |   | $                          | 83,971 |                                | $      | 19,187 |   |

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

** **

|                                           |   | **March 31,****2008** |   | **December 31, ****2007** |   |
|------------------------------------------------|--------|----------------------------|--------|-------------------------------------|--------|
|                                           |   |                       |   |                                |   |
| Supplies                                       |   | $                          | 920    |                                | $      | 920 |   |
| Employee                advances               |   |                       | 3,492  |                                |   | 2,292 |   |
| Due                from Will Kirby, D.O., Inc. |   |                       | -      |                                |   | 12,015 |   |
|                                           |   |                       |   |                                |   |   |   |
|                                           |   | $                          | 4,412  |                                | $      | 15,227 |   |

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

|                                          |   | **March 31,****2008** |     | **December 31, ****2007** |   |
|-----------------------------------------------|--------|----------------------------|----------|-------------------------------------|--------|
|                                          |   |                       |     |                                |   |   |   |
| Equipment                                     |   | $                          | 380,459  |                                | $      | 380,461 |   |
| Furniture                and fixtures         |   |                       | 42,642   |                                |   | 40,907 |   |
| Leasehold                improvements         |   |                       | 61,886   |                                |   | 61,886 |   |
|                                          |   |                       | 484,987  |                                |   | 483,254 |   |
| Less:                Accumulated depreciation |   |                       | (167,770 | )                                   |   | (147,870 | ) |
|                                          |   |                       |     |                                |   |   |   |
| Property                and equipment, net    |   | $                          | 317,217  |                                | $      | 335,384 |   |

*Page          11*

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*DR.        TATTOFF, INC.*

*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

|                                    |   | **March 31,****2008** |   | **December 31, ****2007** |   |
|-----------------------------------------|--------|----------------------------|--------|-------------------------------------|--------|
|                                    |   |                       |   |                                |   |
| Deferred                financing costs |   | $                          | 47,431 |                                | $      | 5,718 |   |
| Security                deposits        |   |                       | 19,692 |                                |   | 33,955 |   |
| Other                                   |   |                       | 2,000  |                                |   | 2,000 |   |
|                                    |   |                       |   |                                |   |   |   |
|                                    |   | $                          | 69,123 |                                | $      | 41,673 |   |

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

|                                           |   | **March 31,****2008** |    | **December 31, ****2007** |   |
|------------------------------------------------|--------|----------------------------|---------|-------------------------------------|--------|
|                                           |   |                       |    |                                |   |
| Accrued                salaries                |   | $                          | 31,216  |                                | $      | 41,085 |   |
| Accrued                expenses                |   |                       | 65,657  |                                |   | 80,000 |   |
| Accrued                vacation                |   |                       | 29,050  |                                |   | 25,541 |   |
| Accrued                interest                |   |                       | 31,938  |                                |   | 17,565 |   |
| Payroll                liabilities             |   |                       | – |                                |   | 2,757 |   |
| Investment                banking fees payable |   |                       | 39,498  |                                |   | 10,000 |   |
| Deferred                rent                   |   |                       | 10,714  |                                |   | 9,913 |   |
|                                           |   |                       |    |                                |   |   |   |
|                                           |   | $                          | 208,073 |                                | $      | 186,861 |   |

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

|                                        |   | **March 31,****2008** |    | **December 31,****2007** |   |
|---------------------------------------------|--------|----------------------------|---------|-------------------------------|--------|
|                                        |   |                       |    |                          |   |
| Financed                insurance premiums  |   | $                          | 70,789  |                          | $      | 13,934 |   |
| Convertible                promissory notes |   |                       | 649,975 |                          |   | 350,000 |   |
|                                        |   |                       |    |                          |   |   |   |
|                                        |   | $                          | 720,764 |                          | $      | 363,934 |   |

*Page          12*

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----

*DR.        TATTOFF, INC.*
*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

**8.      NOTES PAYABLE (continued)**

*Financed      insurance premiums*

*Convertible      promissory notes*

*Page          13*

----

----

*DR.        TATTOFF, INC.*
*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

**8.      NOTES PAYABLE (continued)**

**9.      ACCRUED COMPENSATION**

**10.      RELATED PARTY TRANSACTIONS**

*Management      Agreement*

*Page          14*

----

----

*DR.        TATTOFF, INC.*

*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

**10.      RELATED PARTY TRANSACTIONS **

*Related      Party Notes and Loans Payable*

|                                                                                                                                                            |   | **March 31,****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  |                                | $      | 64,000 |   |
| Loans                from Lifesciences shareholders                                                                                                             |   |                       | 38,376  |                                |   | - |   |
| Loans                payable to Will Kirby, D.O., Inc.                                                                                                          |   |                       | 4,479   |                                |   | - |   |
|                                                                                                                                                            |   |                       |    |                                |   |   |   |
| Totals                                                                                                                                                          |   | $                          | 106,855 |                                | $      | 64,000 |   |

*Page          15*

----

----

*DR.        TATTOFF, INC.*

*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

**10.**
**RELATED      PARTY TRANSACTIONS **

*Other      financing transactions with related parties*

*Page          16*

----

----

*DR.      TATTOFF, INC.*
*(formerly        Lifesciences Opportunities Incorporated) *

*NOTES        TO CONDENSED FINANCIAL STATEMENTS*

----

**10.**
**RELATED      PARTY TRANSACTIONS **

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

*Unit      Split*

*Financings*

*Page          17*

----

----

*DR.        TATTOFF, INC.*
*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

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

*Operating      Leases *

| 2008   |   | $      | 142,765 |   |
|--------|--------|--------|---------|--------|
| 2009   |   |   | 158,444 |   |
| 2010   |   |   | 107,358 |   |
| 2011   |   |   | 24,207  |   |
| 2012   |   |   | -       |   |
|   |   |   |    |   |
|   |   | $      | 432,774 |   |

*Page          18*

----

----

*DR.        TATTOFF, INC.*
*(formerly          Lifesciences Opportunities Incorporated) *

*NOTES          TO CONDENSED FINANCIAL STATEMENTS*

----

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

*Capital      Lease Obligations *

| 2008                                                      |   | $      | 77,417  |   |
|-----------------------------------------------------------|--------|--------|---------|--------|
| 2009                                                      |   |   | 109,888 |   |
| 2010                                                      |   |   | 49,166  |   |
| 2011                                                      |   |   | 7,043   |   |
| 2012                                                      |   |   | – |   |
| Total                minimum lease payments               |   |   | 243,514 |   |
| Less                amount representing interest          |   |   | 26,968  |   |
| Present                value of minimum lease payments    |   |   | 216,546 |   |
| Less                current installments                  |   |   | 92,489  |   |
|                                                      |   |   |    |   |
| Long-term                obligations as of March 31, 2008 |   | $      | 124,057 |   |

*Guarantees      *

*Rescission      Offer*

*Page          19*

----

----

*DR.          TATTOFF, INC.*
*(formerly            Lifesciences Opportunities Incorporated) *

*NOTES            TO CONDENSED FINANCIAL STATEMENTS*

----

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

*Financings*

*Page          20*

----

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

**Forward-Looking      Statements**

|  | · | 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. |
|--|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Overview**

*Organization      and Merger*

----

**Our      Business**

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

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

|  | · | Marketing                and advertising costs including marketing staff expense; and |
|--|--------|---------------------------------------------------------------------------------------|

|  | · | Depreciation                and amortization of equipment and leasehold improvements. |
|--|--------|---------------------------------------------------------------------------------------|

----

**Results      of Operations**

|                                                 |   | **Three Months Ended** |   |
|------------------------------------------------------|--------|----------------------------------|--------|
|                                                 |   | **March 31,****2008**       |   | **March 31,****2007** |   |
|                                                 |   |                             |   |   |   |
| Revenues                                             |   |                             | 100    | % |   | 100 | % |
| Management                Services Expenses          |   |                             | 77     | % |   | 61 | % |
| General                & Administrative Expenses |   |                             | 179    | % |   | 27 | % |
| Marketing                and Advertising             |   |                             | 11     | % |   | 58 | % |
| Depreciation                & Amortization       |   |                             | 7      | % |   | 8 | % |
| Net                Operating Loss                    |   |                             | 173    | % |   | 54 | % |
| Interest                Expense                      |   |                             | 7      | % |   | 4 | % |

**Results      of Operations for the Three Months Ended March 31, 2008 Compared to the Three      Months Ended March 31, 2007**

----

|  | · | Legal                fees increased by $118,000 due to expenses associated with the Merger                between Dr. TATTOFF® and Lifesciences, as well as two fundraising                initiatives; |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Corporate                office occupancy expenses increased by $51,000. There was not a separate                corporate office location until the end of the third quarter of 2007.                The                separate corporate office location was closed at the end of March                2008; |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Outside                services costs increased by $25,000 for temporary consulting clerical,                information technology, and operations personnel;                and |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | · | Insurance                costs increased by $15,000, for public company director and officer                coverage and tail coverage related to our                operations. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**Inflation**

**Contractual      Obligations**

|                                                  |   | **Payments Due by Period** |      |
|-------------------------------------------------------|--------|-------------------------------------------|-----------|
|                                                  |   | **Total**                                 |      | **Less than****1 year** |   | **1-3 ****years** |   | **3-5****years** |   | **More****than 5****years** |   |
| Convertible                    Promissory Notes       |   | $                                         | 678,118   |   | $ | 678,118 | (1) |   | — |   |   | — |   |   | — |   |
| Other                    Promissory Notes & Loans |   |                                      | 181,569   |   |   | 181,569 | (1) |   | — |   |   | — |   |   | — |   |
| Series                    A Preferred Stock           |   |                                      | 109,400   |   |   | 109,400 | (2) |   | — |   |   | — |   |   | — |   |
| Capital                    lease obligations          |   |                                      | 248,509   | (3) |   | 109,888 | (3) |   | 138,621 | (3) |   | — |   |   | — |   |
| Operating                    lease obligations        |   |                                      | 432,761   |   |   | 190,845 |   |   | 241,916 |   |   | — |   |   | — |   |
| Total                                                 |   | $                                         | 1,650,357 |   | $ | 1,269,820 |   | $ | 380,537 |   | $ | — |   | $ | — |   |

----

|   | (1) | Includes                interest accrued at March 31, 2008. |
|--------|-----|-------------------------------------------------------------|

|   | (2) | The                Series A Preferred Stock pays annual dividends on any outstanding                shares                of Series A Preferred Stock in the amount of 10% per annum commencing                on                the issue date and payable on the mandatory conversion date of March                31,                2009 or earlier as set forth in the Certificate of Designation. At                our                option, we may pay the dividends in whole or in part on a payment                in kind                (i.e. Series A Preferred Stock) basis at any time, calculated based                upon                the stated value of $100 of the Series A Preferred                Stock. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | Includes                interest per terms of the capital lease                agreements |
|--------|-----|-------------------------------------------------------------------------------------------|

**LIQUIDITY      AND CAPITAL RESOURCES **

***Liquidity***

----

***Going      Concern Considerations***

----

**Critical      Accounting Policies**

***Use      of Estimates***

***Revenue      Recognition***

***Long-lived      Assets***

*      Accounting for the Impairment or Disposal of Long-Lived Assets*

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

** **
** **

----

***Recent      Accounting Pronouncements***

*Business      Combinations*
*Business      Combinations*

*Noncontrolling      Interests in Consolidated Financial Statements, an amendment to ARB No.      51*

----

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

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

*Evaluation      of disclosure controls and procedures. *

*Internal        Control*

----

**PART      II. OTHER INFORMATION**

**Item      1. **
**Legal      Proceedings**

None.

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

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

**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. To date, the      promissory note has not been repaid. As of July 10, 2008, we owed a total of      $164,630 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. We are currently attempting to negotiate      with      the noteholder for a revised repayment schedule.

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

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

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

| ExhibitNo. |   | 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 filed with the Secretary of State of the State of Florida                on                February 11, 2008 (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 filed with the Secretary of State of the State of California                on                February 11, 2008 (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 filed with the Secretary of State of the State of                Florida                on January 12, 2004 (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 filed with the Secretary of State of the State of                Florida                on February 8, 2008 (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.*                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1    |   | Form                of 12% Convertible Debenture (incorporated by reference to Exhibit                4.1 to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1   |   | Management                Services Agreement between Dr. TATTOFF®, LLC and Will Kirby, D.O., dated                December 20, 2005 (incorporated by reference to Exhibit 10.1 to the                Company’s Current Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2   |   | Amendment                to Management Services Agreement between Dr. TATTOFF®, LLC and Will Kirby,                D.O., dated August 15, 2007 (incorporated by reference to Exhibit                10.2 to                the Company’s Current Report on Form 8-K filed with the SEC on February                11, 2008).                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3   |   | Amendment                to Management Services Agreement between Dr. TATTOFF®, LLC and Will 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 Lifesciences Opportunities                Incorporated in connection with the issuance of shares of Series                A                Preferred Stock (incorporated by reference to Exhibit 10.15 to the                Company’s Current Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.17  |   | Form                of Registration Rights Agreement between Lifesciences Opportunities                Incorporated and holders of shares of Series A Preferred Stock                (incorporated by reference to Exhibit 10.16 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.18  |   | Standard                Retail Lease by and between NK Beverly Hills Corporation, as landlord,                and                Dr. TATTOFF®, LLC, as tenant, for lease of premises located at 8500                Wilshire Boulevard, Beverly Hills, California, dated February 16,                2005                (incorporated by reference to Exhibit 10.17 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008). |

----

| 10.19  |   | Standard                Multi-Tenant SubLease by and between Bryan D. Allen, as Sublessor                and Dr.                TATTOFF®, LLC, as Sublessee for lease of premises located at 8447 Wilshire                Boulevard, Beverly Hills, California, dated September 6, 2007                (incorporated by reference to Exhibit 10.18 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).                          |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.20  |   | Standard                Multi-Tenant SubLease by and between John G. Alevizos, D.O., Inc.,                as                Sublessor and William Kirby D.O., Inc., as Sublessee for lease of                premises                located at 15751 Rockfield, Unit 120, Irvine, California, dated January                18, 2006 (incorporated by reference to Exhibit 10.19 to the Company’s                Current Report on Form 8-K filed with the SEC on February 11,                2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Standard                Multi-Tenant Office Lease by and between States Associates, LLC,                as Lessor                and Dr. TATTOFF® Master, LLC, as Lessee for lease of premises located at                15751 Rockfield, Unit 120, Irvine, California, dated January 18,                2006                (incorporated by reference to Exhibit 10.20 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.22  |   | Form                of Subscription Agreement (incorporated by reference to Exhibit 10.1                to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.23  |   | Form                of Registration Rights Agreement (incorporated by reference to Exhibit                10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May                1, 2008).                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.24  |   | Form                of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to                the                Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.25  |   | Form                of Broker-Dealer Warrants (incorporated by reference to Exhibit 10.4                to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.26  |   | Amended                and Restated Selling Agreement, dated March 31, 2008, by and between                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.*                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.28  |   | Note                Conversion Agreement between Dr. TATTOFF®, LLC and certain Noteholders,                dated December 20, 2007.*                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.29  |   | Second                Note Extension Agreement between the Company and certain Noteholders,                dated May 30, 2008.*                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.30  |   | Common                Stock Purchase Warrant issued by the Company in favor of Howard Sampson,                dated February 11, 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.*                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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.*                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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.*                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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.*                                                                                                                                                                                                                                                                                                        |

----

| 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.*                                                                             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                |
| 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.*                                                      |
|   |   |                                                                                                                                                                                                                                                |
| 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.*                                            |
|   |   |                                                                                                                                                                                                                                                |
| 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.*                                             |
|   |   |                                                                                                                                                                                                                                                |
| 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.*                                               |
|   |   |                                                                                                                                                                                                                                                |
| 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.*             |
|   |   |                                                                                                                                                                                                                                                |
| 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.*                           |
|   |   |                                                                                                                                                                                                                                                |
| 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.*              |
|   |   |                                                                                                                                                                                                                                                |
| 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.*                                                                        |
|   |   |                                                                                                                                                                                                                                                |
| 10.44  |   | Unit                Purchase Warrant issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, dated                July 20, 2007.*                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                |
| 10.45  |   | Employment                Letter of Understanding by and between Dr. TATTOFF®, LLC and Howard                Sampson.*                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                |
| 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.                                                                                                                                                                                                                      |

----

**SIGNATURES**

|                               | **DR.                TATTOFF, INC.** |
|------------------------------------|--------------------------------------|
|                               |                                 |   |
| Date:                July 17, 2008 | By:                                  | /s/                John P. Keefe |
|                               |                                 | John                P. Keefe, Chief Executive Officer, Acting Chief Financial                Officer and Chief Operating Officer(Principal                Executive Officer and Principal FinancialOfficer) |

----

**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 filed with the Secretary of State of the State of Florida                on                February 11, 2008 (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 filed with the Secretary of State of the State of California                on                February 11, 2008 (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 filed with the Secretary of State of the State of                Florida                on January 12, 2004 (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 filed with the Secretary of State of the State of                Florida                on February 8, 2008 (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.*                                                                                                                                                                                                                                                                        |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.1                        |   | Form                of 12% Convertible Debenture (incorporated by reference to Exhibit                4.1 to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.1                       |   | Management                Services Agreement between Dr. TATTOFF®, LLC and Will Kirby, D.O., dated                December 20, 2005 (incorporated by reference to Exhibit 10.1 to the                Company’s Current Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.2                       |   | Amendment                to Management Services Agreement between Dr. TATTOFF®, LLC and Will Kirby,                D.O., dated August 15, 2007 (incorporated by reference to Exhibit                10.2 to                the Company’s Current Report on Form 8-K filed with the SEC on February                11, 2008).                                                                                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3                       |   | Amendment                to Management Services Agreement between Dr. TATTOFF®, LLC and Will 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 Lifesciences Opportunities                Incorporated in connection with the issuance of shares of Series                A                Preferred Stock (incorporated by reference to Exhibit 10.15 to the                Company’s Current Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                            |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.17  |   | Form                of Registration Rights Agreement between Lifesciences Opportunities                Incorporated and holders of shares of Series A Preferred Stock                (incorporated by reference to Exhibit 10.16 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.18  |   | Standard                Retail Lease by and between NK Beverly Hills Corporation, as landlord,                and                Dr. TATTOFF®, LLC, as tenant, for lease of premises located at 8500                Wilshire Boulevard, Beverly Hills, California, dated February 16,                2005                (incorporated by reference to Exhibit 10.17 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.19  |   | Standard                Multi-Tenant SubLease by and between Bryan D. Allen, as Sublessor                and Dr.                TATTOFF®, LLC, as Sublessee for lease of premises located at 8447 Wilshire                Boulevard, Beverly Hills, California, dated September 6, 2007                (incorporated by reference to Exhibit 10.18 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.20  |   | Standard                Multi-Tenant SubLease by and between John G. Alevizos, D.O., Inc.,                as                Sublessor and William Kirby D.O., Inc., as Sublessee for lease of                premises                located at 15751 Rockfield, Unit 120, Irvine, California, dated January                18, 2006 (incorporated by reference to Exhibit 10.19 to the Company’s                Current Report on Form 8-K filed with the SEC on February 11,                2008). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Standard                Multi-Tenant Office Lease by and between States Associates, LLC,                as Lessor                and Dr. TATTOFF® Master, LLC, as Lessee for lease of premises located at                15751 Rockfield, Unit 120, Irvine, California, dated January 18,                2006                (incorporated by reference to Exhibit 10.20 to the Company’s Current                Report on Form 8-K filed with the SEC on February 11,                2008).    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.22  |   | Form                of Subscription Agreement (incorporated by reference to Exhibit 10.1                to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.23  |   | Form                of Registration Rights Agreement (incorporated by reference to Exhibit                10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May                1, 2008).                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.24  |   | Form                of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to                the                Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.25  |   | Form                of Broker-Dealer Warrants (incorporated by reference to Exhibit 10.4                to                the Company’s Current Report on Form 8-K filed with the SEC on May 1,                2008).                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.26  |   | Amended                and Restated Selling Agreement, dated March 31, 2008, by and between                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.*                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.28  |   | Note                Conversion Agreement between Dr. TATTOFF®, LLC and certain Noteholders,                dated December 20, 2007.*                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.29  |   | Second                Note Extension Agreement between the Company and certain Noteholders,                dated May 30, 2008.*                                                                                                                                                                                                                                                                                                                                                                            |

----

| 10.30  |   | Common                Stock Purchase Warrant issued by the Company in favor of Howard Sampson,                dated February 11, 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.*                                                                             |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                                                     |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                                                      |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                               |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                                                           |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                                    |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                          |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                           |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                             |
|   |   |                                                                                                                                                                                                                                              |
| 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.*           |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                         |
|   |   |                                                                                                                                                                                                                                              |
| 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.*            |
|   |   |                                                                                                                                                                                                                                              |
| 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.*                                                                      |
|   |   |                                                                                                                                                                                                                                              |
| 10.44  |   | Unit                Purchase Warrant issued by Dr. TATTOFF®, LLC in favor of Ian Kirby, dated                July 20, 2007.*                                                                                                                 |
|   |   |                                                                                                                                                                                                                                              |
| 10.45  |   | Employment                Letter of Understanding by and between Dr. TATTOFF®, LLC and Howard                Sampson.*                                                                                                                       |
|   |   |                                                                                                                                                                                                                                              |
| 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.                                                                                                                                                                                                                      |

----