UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | For the transition period from | | to | | |
Commission file number: 000-52836
Dr. Tattoff, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 20-0594204 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8500 Wilshire Boulevard, Suite 105
Beverly Hills, California, 90211
(Address of principal executive offices)
(310) 659-5101
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Name of each exchange on which registered |
None | None |
| | | | |
Securities registered pursuant to Section 12(g) of the Act: |
| | Common Stock, $.0001 par value (Title of class) | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K (229.405 of this chapter) is not contained herein and will not be contained, to the best of
registrants knowledge, in definitive proxy or other information incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | |
| | | |
Non-accelerated filer o | Smaller reporting company x | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As there is no market for our common stock as of June 30, 2011, the aggregate market value of the common stock held by non-affiliates (11,261,796 shares) cannot be determined.
The number of shares of the registrant’s common stock, $0.0001 par value, outstanding as of March 21, 2012 was 14,727,227 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Dr. Tattoff, Inc. is filing this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was originally filed with the Securities and Exchange Commission on March 29, 2012, solely to revise the date on the Report of Independent Registered Public Accounting Firm, filed under Item 15. This Amendment No. 1 speaks as of the original filing date, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-K.
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Dr. Tattoff, Inc.
We have audited the accompanying balance sheets of Dr. Tattoff, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related statements of operations, stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations, and has an accumulated deficit of approximately $4,568,000 at December 31, 2011. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ SingerLewak LLP
March 29, 2012
Los Angeles, California
F-2
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | DR. TATTOFF, INC. | |
| | | | |
| | By: | /s/ John P. Keefe | |
| | | John P. Keefe | |
| | | Chief Executive Officer | |
| | | | |
| Date: April 25, 2012 | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities on the date indicated.
| Signatures | Title | Date |
| | | |
| PRINCIPAL EXECUTIVE OFFICER | | |
| | | | |
| /s/ John P. Keefe | | Chief Executive Officer | April 25, 2012 |
| John P. Keefe | | | |
| | | | |
| PRINCIPAL FINANCIAL OFFICER | | |
| | | | |
| /s/ Mark Edwards | | Chief Financial Officer | April 25, 2012 |
| Mark Edwards | | | |
| | | | |
| /s/ Ian Kirby | | Chief Marketing Officer | April 25, 2012 |
| Ian Kirby | | | |
| | | | |
| DIRECTORS | | |
| | | | |
| /s/ Eugene Bauer | | Chairman of the Board | April 25, 2012 |
| Eugene Bauer | | | |
| | | | |
| /s/ Gene Burleson | | Director | April 25, 2012 |
| Gene Burleson | | | |
| | | | |
| /s/ Joel Kanter | | Director | April 25, 2012 |
| Joel Kanter | | | |
| | | | |
| /s/ William Kirby | | Director | April 25, 2012 |
| William Kirby | | | |
| | | | |
| /s/ John P. Keefe | | Director | April 25, 2012 |
| John P. Keefe | | | |
