S-1/A

As filed with the Securities and Exchange Commission on April 28, 2009

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 4

TO FORM S-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

MYSKIN, INC.

(Exact name of registrant in its charter)

California	8000	26-1391338
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

811 Victoria Street

Costa Mesa, CA 92627

 (949) 209-8953 

(Address and telephone number of principal executive offices)

811 Victoria Street

Costa Mesa, CA 92627

(Address of principal place of business or intended principal place of business)

With copies to:

MySkin, Inc. Attn: Marichelle Stoppenhagen 811 Victoria Street Costa Mesa, CA 92627 Phone:  (949) 209-8953 Mark C. Lee WEINTRAUB GENSHLEA CHEDIAK 400 Capitol Mall, 11th Floor Sacramento, CA 95814 (916) 558-6031 office (916) 446-1611 facsimile

 (Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨o	Accelerated filer	o
Non-accelerated filer	¨o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be Registered	Amount to be registered		Proposed maximum offering price per unit(1)		Proposed maximum aggregate offering price(1)		Amount of registration fee(2)
Common Stock, $.001 par value		210,000	$	0.20	$	42,000	$	1.65

(1) Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Management, based on previous offerings made by the Company, has estimated the offering price per share in order to calculate the registration fee.

(2) Estimated in accordance with Rule 457(o) solely for the purposes of computing the amount of the registration fee.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 

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The information in this prospectus is not complete and may be changed. We have filed a registration statement with the Securities and Exchange Commission relating to this resale prospectus. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED APRIL 28, 2009

PRELIMINARY PROSPECTUS

MYSKIN, INC.

Resale of 210,000 shares of common stock, par value $.001 per share

This is a prospectus for the resale of up to 210,000 shares of our issued and outstanding common stock, par value $.001 per share, by the selling stockholders listed herein. The shares were acquired by the selling shareholders directly from us or from third parties in private offerings that were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The selling shareholders include principal shareholders.

We will receive none of the proceeds from the sale of these securities by the selling stockholders and we will bear certain expenses incident to their registration. The selling security holders may offer and sell such shares using this prospectus in transactions initially at a price of $0.20 per share until shares of our common stock are quoted on the OTC Bulletin Board or listed for trading or quoted on any other public market and thereafter prevailing market prices or privately negotiated prices as determined by the selling stockholders. For a description of the plan of distribution of these securities, please see “Plan of Distribution.”

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

Investing in our common stock involves very high risks. See “Risk Factors” on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. This document may only be used where it is legal to sell the shares of common stock.

The date of this prospectus is , 2008.

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TABLE OF CONTENTS

	Page
PROSPECTUS	3
AVAILABLE INFORMATION	3
PROSPECTUS SUMMARY	5
THE OFFERING	9
RISK FACTORS	11
USE OF PROCEEDS	15
DETERMINATION OF OFFERING PRICE	15
DILUTION	15
SELLING SECURITY HOLDERS	15
PLAN OF DISTRIBUTION	18
LEGAL PROCEEDINGS	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF SECURITIES	22
INTEREST OF NAMED EXPERTS AND COUNSEL	24
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	24
DESCRIPTION OF BUSINESS	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
DESCRIPTION OF PROPERTY	39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	40
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	41
EXECUTIVE COMPENSATION	42
WHERE TO GET MORE INFORMATION	44

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PROSPECTUS SUMMARY

    This summary highlights some information from this prospectus and it does not contain all the information necessary for your investment decision. The following summary is qualified in its entirety by reference to the more detailed information and financial statements appearing elsewhere in and incorporated by reference into this prospectus. The shares offered hereby are speculative and involve a high degree of risk. Each prospective investor should carefully review the entire prospectus, the financial statements and all exhibits and documents referred to therein. See “Risk Factors.”

This prospectus covers the resale of up to an aggregate of 210,000 shares of our common stock. The offered shares were acquired by the selling security holders in private placement transactions that were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933. The selling security holders will sell their shares of our common stock at $0.20 per share until our common stock is quoted on the OTC Bulletin Board or listed for trading or quotation on any other public market and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

Our Business

MySkin, Inc. (“MySkin”, the “Company”, “we”, or “our”), a California Corporation, was incorporated on November 15, 2007.  We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced.

MySkin offers management services to MedSpas which provide skin resurfacing, skin rejuvenation, vein treatment, microdermabrasion, hair reduction, chemical peels and other age-management services.  These MedSpas take a comprehensive approach to skin care, by offering a wide ranch of services.  Our management services include, but are not limited to, marketing, capital, facilities, equipment, administration, personnel and management expertise for MedSpas.  Utilizing electronic medical records, vendor relationships and customer service protocols, we intend to brand and replicate our management services with other doctors and practitioners in demographically selected metropolitan areas. 

Whereas many practitioners understand how to provide various services, many do not desire to or understand how to set up and properly run a business.  We partner with these practitioners to help them focus on providing the best services possible.  If successful in this area we plan to offer similar services in age-management medicine centers.  .

We lease the facilities for our centers and have completed improvements in the facility that houses the MedSpa business.  We own all of the equipment utilized in the MedSpa, and we provide all of the administrative and sales support on all non-medically related areas.

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On March 1, 2009, we entered into a Facilities and Management Services Agreement with Maria Teresa Agner, MD, Inc. (“MTA”) a California profession corporation pursuant to which we granted MTA the rights to operate advanced skin services in our current center.  As a result, MTA is responsible for hiring all physicians and nurse practitioners who operate in the MedSpa. Under this agreement, we pay all costs and expenses reasonably related to the provision of our services, including but not limited to office rent, utilities and other occupancy costs, compensation benefits and employment costs associated with all non-licensed personnel, general liability insurance, equipment lease and maintenance costs, advertising and promotion, support personnel and contracted consultants, office supplies, and all such other direct and indirect expenses reasonably incurred by Company respecting the provision of the Management Services for the Practice (collectively, "Management Expenses"). MTA, in addition to reimbursement of Management Expenses, a monthly service fee equal to forty percent (40%) of revenue, is payable, with a minimum amount of $2,500 per month (“Service Fee”).

Given sufficient capital, we plan to acquire and grow our locations nationwide, as described more fully in “Description of Business.”

Corporate Information

Our principal executive offices are located at 811 Victoria Street, Costa Mesa, California 92627.  Our telephone number is (949) 209-8953.  Our website is www.myskinmed.com.

THE OFFERING

Common Stock	Up to 210,000 shares of common stock may be offered under this prospectus by the selling stockholders.
Common Stock Outstanding
Common stock outstanding prior to this offering	1,420,000 shares(1)
Common stock outstanding after this offering, assuming exercise of outstanding options and warrants	1,420,000 shares
Proposed OTC Bulletin Board Symbol	Common stock: “”
Use of Proceeds	We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders. See “Use of Proceeds.”
Risk Factors	This offering involves a high degree of risk. See “Risk Factors,” as well as other cautionary statements throughout this prospectus, before investing in shares of our common stock.

(1) Indicates shares of common stock outstanding at April 28, 2009.

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SELECTED FINANCIAL AND OPERATING DATA

In the table below, we provide you with our historical summary financial data for the year ended December 31, 2008 and for the period of inception through December 31, 2007 from our audited financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical summary financial data, it is important that you read along with it the historical consolidated financial statements and related notes and “Management’s Discussion and Analysis or Plan of Operation” included elsewhere in this prospectus.

	Year Ended			Inception through
	December 31,			December 31,
	2008			2007
Revenues
Services	$	53,273		$	352
Product		21,729
Total Revenue		75,002
Cost of Sales		36,758			55
GROSS PROFIT		38,244			297
Selling, general and administrative expenses		131,047			9,421
NET LOSS		(92,803	)		(9,124	)
NET LOSS PER SHARE OF COMMON STOCK	$	(0.07	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING		1,321,000			1,000,000

The table below sets forth our balance sheets at December 31, 2008 and 2007 from our audited financial statements included elsewhere in this prospectus. When you read this historical summary financial data, it is important that you read along with it the historical consolidated financial statements and related notes and “ Management’s Discussion and Analysis or Plan of Operation” included elsewhere in this prospectus.

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	December 31, 2008			December 31,  2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	22,808		$	356
Accounts receivable		607			-
Inventory		9,181			6,330
Prepaid expense		2,670			-
Due from related parties		-			8,349
TOTAL CURRENT ASSETS		35,266			15,035
Fixed assets, net of accumulated depreciation of $7,907 and zero at December 31, 2008 and 2007, respectively		93,826			7,500
TOTAL ASSETS	$	129,092		$	22,535
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	61,418		$	25,659
Due related party		68,833			5,000
Note payable – related party		58,737			-
TOTAL CURRENT LIABILITIES		145,024			30,659
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000 shares authorized, 1,420,000 and 1,000,000 issued and outstanding at December 31, 2008 and 2007, respectively		1,420			1,000
Additional paid in capital		84,575
Accumulated deficit		(101,927	)		(9,124	)
Total stockholders' deficit		(15,932)			(8,124	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	129,092		$	22,535

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical facts, this prospectus contains forward-looking statements involving risks and uncertainties. You can identify these statements by forward-looking words including “believes,” “considers,” “intends,” “expects,” “may,” “will,” “should,” “forecast,” or “anticipates,” or the equivalents of those words or comparable terminology, and by discussions of strategies that involve risks and uncertainties. Forward-looking statements are not guarantees of our future performance or results, and our actual results could differ materially from those anticipated in these forward-looking statements. We wish to caution readers to consider the important factors, among others, that in some cases have affected and in the future could affect our actual results and could cause actual results for future fiscal years, to differ materially from those expressed in any forward-looking statements made by or on behalf of us. These factors include without limitation, the ability to obtain capital and other financing in the amounts and times needed, identification and completion of suitable acquisition candidates and businesses in our intended industry focus and the realization of forecasted income and expenses by those businesses, initiatives by competitors, price pressures, and other risk factors discussed below under the heading “Risk Factors”.

The risks described below are the ones we believe are most important for you to consider. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.

RISK FACTORS

Risk Factors

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

Until recently, we were a development stage company with a limited operating history upon which an evaluation of management's performance and our future prospects can be made.  We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced. Our business plan involves operations in a highly competitive industry with few barriers to entry and our working capital, including the funds available to market our services, is limited.  There are no assurances whatsoever that we will ever successfully implement our business plan, generate any significant revenues, attain profitability or positive cash flow from operating activities.  In addition, following the date of this prospectus we will become subject to the reporting requirements of the Securities Exchange Act of 1934 with respect to quarterly, annual and other reports to be filed with the SEC.  These reporting obligations will require us to spend significant amounts on audit and other professional fees.  Because of our limited capital resources we may be unable to meet our working capital requirements which would have a material adverse effect on our business, financial condition and results of operations.  We are subject to all the risks inherent in a start-up enterprise.  Our prospects must be considered in light of the numerous risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business.

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We have incurred losses in prior periods and may incur losses in the future.

We incurred net losses of $101,927 for the period from November 15, 2007 (inception) to December 31, 2008. We cannot be assured that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.

Our independent auditors’ report states that there is a substantial doubt that we will be able to continue as a going concern.

We have incurred losses as a result of our development stage expenses and our lack of revenue. Accordingly, we have received a report from our independent auditors that includes an explanatory paragraph describing their substantial doubt about our ability to continue as a going concern. This may negatively impact our ability to obtain additional funding or funding on terms attractive to us and may negatively impact the market price of our stock.

We face significant competitive risks.  If these risks negatively affect our business, you could lose your entire investment.

We can provide no assurance that our management services and the medical centers we may partner with are able to compete effectively with other existing healthcare providers. The business of providing healthcare-related services is highly competitive. Many companies, including professionally managed physician practice management companies like ours, have been organized to acquire medical clinics, manage the clinics, and employ clinic physicians at the clinics. Large hospitals, other physician practice centers, private doctor's offices and healthcare companies, HMOs, and insurance companies are also involved in activities similar to ours. Because our main business is the provision of medical services to the general public, our primary competitors are the local physician practices and hospital emergency rooms in the market where we own our medical center. We believe that all of our current competitors have longer operating histories and significantly greater resources than we do. In addition, these traditional sources of medical services, such as hospital emergency rooms and private physicians, have had in the past a higher degree of recognition and acceptance than the medical center that we operate. In addition, the spa services we provide, such as massages, facials, laser skin treatments and Botox, are offered by other physician offices and health spas, some of which are nationally branded companies. We cannot assure you that we will be able to compete effectively or that additional competitors will not enter the market in the future.  If we are unable to compete, we may be forced to curtail or cease our business operations, which might result in the loss of some or all of your investment in our common stock.

Our failure to partner with physicians and nurse practitioners in a competitive labor market could limit our ability to execute our growth strategy, resulting in a slower rate of growth.

Our business depends on our ability to continue to work with a sufficient number of qualified licensed doctors and nurses. We have contracted with MTA to staff our medical clinic.   Although we believe we have an effective recruitment process, there is no assurance that we will be able to secure arrangements with sufficient numbers of licensed doctors and nurses or retain the services of such practitioners. We may also recruit our personnel from a variety of employment agencies and services. If we experience delays or shortages in obtaining access to qualified physicians and nurses, we would be unable to expand our services and operations, resulting in reduced revenues.

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If our physicians develop a poor reputation, our operations and revenues would suffer.

The success of our business is dependent upon quality medical services being rendered by our physicians. As the patient-physician relationship involves inherent trust and confidence, any negative publicity, whether from civil litigation, allegations of criminal misconduct, or forfeiture of medical licenses, with respect to any of our physicians and/or our facilities could adversely affect our results of operations.

We rely upon a third party to provide our medical personnel and as a result, we could be adversely affected by the inability of the third party to provide sufficient personnel, the financial condition of the third party or by the deterioration or termination of our relationship with the third party.

As a result of state regulations, we are unable to directly employ medical personnel, as it would constitute the unlawful practice of medicine.  As a result, we have entered into a Facilities and Management Services Agreement with MTA.  Pursuant to this agreement, MTA has the exclusive right to operate a medical practice in our facility, including the responsibility of hiring the medical personnel (physicians and nurses).  A significant decline in MTA’s financial condition or an inability of them to hire enough qualified medical personnel could adversely affect our results of operations.

Our business may be adversely affected by any downturn in the U.S. economy and other market factors outside of our control.

Our business is dependent on discretionary consumer spending. A significant downturn in the national economy, heightened inflation and prolonged economic weakness in the spending of discretionary funds, could adversely affect our business, financial condition and results of operations. Our products and services are not eligible for insurance reimbursement and as such any reduction in consumer spending may adversely affect our business. Although we believe we have adopted an effective strategy of steady growth so that we would be less negatively influenced by adverse economic conditions, there can be no assurance that we will be successful in expanding the nature and scope of our product and service offerings.  In such an environment, our business, financial condition and results of operations could be materially and adversely affected.

We may not succeed in establishing intellectual property or our brand name, which could prevent us from acquiring customers and increasing our revenues.

A significant element of our business strategy is to build market share by continuing to promote and establish our brand name or trademark.  Currently, we do not have a registered trademark or other intellectual property.  If we cannot establish our brand identity through our trademark, we may fail to build the critical mass of customers required to substantially increase our revenues.  Promoting and positioning our brand in the marketplace will depend largely on the success of our sales and marketing efforts and our ability to provide a consistent, high quality customer experience.  To promote our brand, we expect that we will incur substantial expenses related to advertising and other marketing efforts.  If our brand promotion activities fail, our ability to attract new customers and maintain customer relationships will be adversely affected, and, as a result, our financial condition and results of operations will suffer.  If we fail to register MySkin as a trademark it may hurt our efforts to build brand identity.

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 If any of our third party suppliers or manufactures is required to obtain regulatory approval and fail to obtain or maintain the regulatory approvals, and cannot adequately meet our supply needs, our business could be harmed.

We use third party products, equipment and other supplies that are available from limited commercial sources.  Some of these products and equipment are regulated by the FDA, and our supply may be interrupted or impaired by regulatory issues that such vendors may experience.  There is no guarantee that any such vendors will be able to meet existing regulatory requirements without significant expense, or be able to satisfy any new regulatory requirements. We may not have the ability to substitute material from an alternate source.  If we experience product or equipment shortages as a result of any regulatory issues experienced by our vendors or for any other reason, such shortages could have an adverse impact on our ability to sell our services and products and negatively impact our revenue.

If we are unable to avoid significant exposure to product liability claims, our business could be harmed.

We are exposed to professional and product liability and other claims in the event that our services or the use of our products is alleged to have resulted in adverse effects.  While we will continue to take precautions, we may not avoid significant product liability exposure.  We do not currently maintain product liability insurance, and there is no guarantee that we will have coverage in the future sufficient to alleviate this risk.  If we are sued for any injury caused by our services or products we use, we could suffer a significant financial loss.

We lack long-term contracts with vendors and clients and there can be no assurance that we will successfully establish or maintain any long-term contracts to buy or sell ours products and services in the future.

The MedSpa industry is predominantly a localized industry with few dominant companies and many single owner locations.  As such, there is significant competition for vendors and clients and less incentive for long term contract opportunities.  Additionally, we do not have long-term contracts with our vendors to buy and sell our products.  We may not be able to sell our current product line and have to sell an alternative product line which may not have customer acceptance.  This could adversely affect our product revenue.  Additionally, due to our relative small size and order volume, larger competitors may obtain price advantages due to larger volume of sales in the same products.  We plan to establish long term contracts with our product vendors which would give us volume discounts when certain goals were accomplished.

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We have generated little revenue from our business and we may need to raise additional funds in the near future. If we are unable to do so, we might be forced to discontinue our operations.

Our cash requirements may vary materially from those now planned depending on numerous factors, including the results of our sales activities, the acquisition of competitors, purchase of equipment or additional property leases and various market conditions. We believe that the net proceeds from our prior capital raising activities, together with our current and projected revenue and cash flow from future operations, if any, will be sufficient to fund our working capital and other capital requirements in the future. We will require additional capital to conduct our business activities if we decide to grow our business. Based on current and expected operations, we anticipate that we will require approximately $250,000 to expand our operations over the next twelve months. There can be no assurance that additional funds will be available on terms attractive to us or at all. If adequate funds are not available, we may be required to curtail our planned expansion and/or otherwise materially reduce our operations. Even if such funds are available, there can be no assurance that our business will be successfully developed or received. . If we are to sell additional shares, such sale may result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business and meet our business objectives, which might result in the loss of some or all of your investment in our common stock.

We are dependent on key personnel to operate and grow our business.

Our success will be largely dependent upon the efforts of Marichelle Stoppenhagen. We do not currently have an employment agreement with Ms. Stoppenhagen. The loss of the services of this individual could have a material adverse effect on our business and prospects. There can be no assurance that we will be able to retain the services of such individual in the future. In addition, our future success is dependent on our ability to attract, train, retain and motivate high quality personnel.

No public trading market currently  exists for our common stock, which makes it difficult for our stockholders to sell their common stock.

Our shares of common stock are not currently publicly traded. We intend in the near term to apply for listing of our common stock on the Over-the-Counter Bulletin Board (“OTC Bulletin Board”). Although we will be applying to list our common stock on the OTC Bulletin Board, there can be no assurance that our application will be granted or that an active public market will develop or be sustainable for our common stock. Additionally, there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common stock if you desire or need to sell them. You may have no more liquidity in your shares of common stock even if we are successful in the future in registering with the SEC and listing on the OTC Bulletin Board.

Our President and Chairman holds a controlling interest in our company, and she may be able to control or influence certain corporate actions without approval by other stockholders.

As of April 28, 2009, our President and Chairman, Ms. Stoppenhagen beneficially owns approximately 70% of our outstanding common stock. As a result, she may be able to control or substantially influence the outcome of matters requiring approval by the stockholders of the Company, including the election of directors and approval of significant corporate transactions.

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We have never paid dividends and have no plans to do so in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

Any future sale of a substantial number of shares of our common stock could depress the future trading price of our common stock, lower our value and make it more difficult for us to raise capital.

Any sale of a substantial number of shares of our common stock, or the prospect of sales, may have the effect of depressing the future trading price of our common stock. In addition, those sales could lower our value and make it more difficult for us to raise capital. Further, the timing of the sale of the shares of our common stock may occur at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us. As of April 28, 2009, we had 1,420,000 shares of common stock outstanding, of which 210,000 will be eligible for resale in the public market under this prospectus, subject to applicable federal securities law restrictions.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.  We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under rules proposed by the SEC on August 6, 2006 we will be required to include management's report on internal controls as part of our annual report for the fiscal year ending December 31, 2009 pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending December 31, 2009. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

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USE OF PROCEEDS

We will not receive any proceeds from this offering. All proceeds from the sale of the shares by this prospectus will go to the selling stockholders.

DETERMINATION OF OFFERING PRICE

The selling security holders will sell their shares of our common stock at a price of $0.20 per share until shares of our common stock are quoted on the OTC Bulletin Board or listed for trading or quoted on any other public market and thereafter at prevailing market prices or privately negotiated prices as determined by the selling stockholders. The offering price of $0.20 per share was established by our board of directors based on the estimated value of our Common Stock only from past offerings and does not have any relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have not generated any material revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

DILUTION

The shares to be sold by the selling stockholders are shares of our common stock that are currently issued and outstanding.  Accordingly, there will be no price dilution to our existing shareholders or purchasers of such shares. Sales of the shares of our common stock will not result in any change in the net tangible book value per share before and after the distribution of shares by the selling stockholders. There will be no change in the net tangible book value per share attributable to cash payments made by purchasers of the shares being offered by the selling stockholders. Prospective investors in the shares held by the selling stockholders should be aware, however, that the price of the shares being offered by the selling stockholders may not bear any rational relationship to our net tangible book value per share.

SELLING SECURITY HOLDERS

The following table identifies the selling stockholders, as of April 28, 2009, and indicates certain information known to us with respect to (i) the number of common shares beneficially owned by the selling stockholder, (ii) the number of common shares that may be offered for the selling stockholder’s account, and (iii) the number of common shares and percentage of outstanding common shares to be beneficially owned by the selling stockholders assuming the sale of all of the common shares covered hereby by the selling stockholders.  The term "beneficially owned" means common shares owned or that may be acquired within 60 days.  The number of common shares outstanding for purposes of determining beneficial ownership as of April 28, 2009, was 1,420,000.  The number and percentages set forth below under "Shares Beneficially Owned After Offering" assumes that all offered shares are sold.

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Each selling stockholder will determine the number of shares that he or she may actually sell. The selling stockholders are under no obligation to sell all or any portion of the shares offered, nor are the selling stockholders obligated to sell such shares immediately under this prospectus. Particular selling stockholders may not have a present intention of selling their shares and may offer less than the number of shares indicated. Because a selling stockholder may sell all, some or none of his or her shares of common stock, no estimate can be given as to the number of shares of our common stock that will be held by a selling stockholder upon termination of the offering. Shares of our common stock may be sold from time to time by the selling stockholders or by pledges, donees, transferees or other successors in interest.

Except as described below, no selling stockholder has had a material relationship with us within the past three years other than as a result of the ownership of our common stock. The Common Stock to be sold by the selling stockholders was issued in private placement transactions exempt from registration under the Securities Act in 2008.

None of the selling shareholders are broker-dealers or affiliates of broker dealers.

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								Beneficial
								Ownership of
	Beneficial							Common Stock
	Ownership of							After Offering
	Common Stock Before									% of
Name of Selling Stockholder and Position, Office or Material Relationship with Company	Offering—Number of Shares		% of Class			Shares Common Stock Registered Hereby		No.(1)		Class
Christian Chipouras (2)		1,000		*			1,000		0		*
Brookstone Capital, LLC (2)(3)		150,000		10.56	%		150,000		0		*
Lisa Breneman (2)		1,000		*			1,000		0		*
Scott Burdick (2)		1,000		*			1,000		0		*
Linda Beck (2)		1,000		*			1,000		0		*
Josie Heasley (2)		1,000		*			1,000		0		*
Alicia Nichole Heasley (2)		1,000		*			1,000		0		*
Helen Joan Scott (2)		1,000		*			1,000		0		*
Gary Lynn Cate (2)		1,000		*			1,000		0		*
David Alan Oshiro (2)		2,500		*			2,500		0		*
Tracy Sweeney (2)		1,000		*			1,000		0		*
Joseph Millron (2)		1,000		*			1,000		0		*
A. Eugene Nalbandian (2)		10,000		*			10,000		0		*
Connie Cate (2)		1,000		*			1,000		0		*
Joel Cabotage (2)		1,000		*			1,000		0		*
Alison Murawski (2)		1,000		*			1,000		0		*
Marilyn Monaco (2)		1,000		*			1,000		0		*
Anthony Monaco (2)		1,000		*			1,000		0		*
Travis Saly (2)		750		*			750		0		*
Terresita M. Robb (2)		5,000		*			5,000		0		*
Corazon Bagsiyao (2)		1,000		*			1,000		0		*
Cecilia D. Marin (2)		1,000		*			1,000		0		*
Kathlyn Grace Kay (2)		1,000		*			1,000		0		*
Vicki Morris (2)		2,500		*			2,500		0		*
John A. R. Kater Trust, Dated March 18, 1994 (2)(4)		2,500		*			2,500		0		*
Jason Daniel Richee (2)		1,250		*			1,250		0		*
Peter D. Finch an Accountancy Corporation (2)(5)		5,000		*			5,000		0		*
Peter D. Finch (2)(5)		5,000		*			5,000		0		*
Petannafin Management Corporation (2)(5)		5,000		*			5,000		0		*
Jan Berger (2)		2,500		*			2,500		0		*
Total		210,000		100.00	%		210,000		0		*

* indicates less than one percent.

(1) Percentages and share ownership numbers are based on the assumption that all such shares will be sold by the Selling Shareholder. Excludes additional shares of common stock which the Selling Shareholder may acquire from time to time subsequent to the date of this prospectus.

(2) We sold 420,000 shares of common stock at a purchase price of $0.20 per share to various outside investors in a private placement transaction which was completed on May 30, 2008.

(3) Brookstone Capital LLC is controlled by Larry Kohler.

(4) John A. R. Kater Trust is controlled by Cher Kater.

(5) These entities are controlled by Peter D. Finch

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PLAN OF DISTRIBUTION

We are registering the shares of common stock covered by this prospectus for the selling stockholders. As used in this prospectus, “selling stockholders” includes the pledgees, donees, transferees or others who may later hold the selling stockholders’ interests. We will pay the costs and fees of registering the shares of common stock, but the selling stockholders will pay any brokerage commissions, discounts or other expenses relating to the sale of the shares.

The selling stockholders may sell the shares in the over-the-counter market or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. In addition, the selling stockholders may sell some or all of their shares through:

• a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

• purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or

• ordinary brokerage transactions and transactions in which a broker solicits purchasers.

When selling the shares, the selling stockholders may enter into hedging transactions. For example, the selling stockholders may:

• enter into transactions involving short sales of the shares by broker-dealers;

• sell shares short themselves and redeliver such shares to close out their short positions;

• enter into option or other types of transactions that require the selling shareholder to deliver shares to a broker-dealer, who will then resell or transfer the shares under this prospectus; or

• loan or pledge the shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

The selling stockholders may negotiate and pay broker-dealers commissions, discounts or concessions for their services. Broker-dealers engaged by the selling stockholders may allow other broker-dealers to participate in resales. However, the selling stockholders and any broker-dealers involved in the sale or resale of the shares may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or concession may qualify as underwriters’ compensation under the Securities Act. If the selling stockholders qualify as “underwriters,” they will be subject to the prospectus delivery requirements of Section 5(b)(2) of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

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In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have informed the selling stockholders that the anti-manipulative provisions of Regulation M promulgated under the Securities Exchange Act of 1934 may apply to their sales in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

In addition to selling their shares under this prospectus, the selling stockholders may:

• agree to indemnify any broker-dealer or agent against certain liabilities related to the selling of the shares, including liabilities arising under the Securities Act;

• transfer their shares in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer; or

• sell their shares under Rule 144 of the Securities Act rather than under this prospectus, if the transaction meets the requirements of Rule 144.

LEGAL PROCEEDINGS

We are not involved in any pending, and have no knowledge of any threatened, litigation, legal proceedings or claims.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions and ages of our current directors and executive officers and the date such person became one of our directors or executive officers. Our directors were elected by a meeting. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board. There are no family relationships among our directors, executive officers, director nominees or significant employees. All of our directors, except for Ms. Stoppenhagen, are independent as determined by the NASDAQ listing standards.

Name	Age		Position
Marichelle Stoppenhagen		34	Director, President, Chief Financial Officer and Secretary
Jeremy Paye		31	Director and Chairman of Audit Committee
Paul Matthews		35	Director, Member of the Audit Committee

Marichelle Stoppenhagen has been a Director, President and Chief Financial Officer of Myskin since December 2007.  Ms. Stoppenhagen is a Registered Nurse who has four years of experience in the MedSpa Industry.  Ms. Stoppenhagen worked for Sona MedSpa from 2004 until 2007. Prior to this, Mrs. worked as a Registered Nurse at New York University Hospital from 2001 until 2003.  Ms. Stoppenhagen holds a Bachelor of Science in Nursing from Dominican College in New York.

Jeremy Paye has been a Director and the Audit Committee Chairman of Myskin since April 2008. Since 2007, Mr. Paye has worked as a Director of Financial Services and Taxation for the Miven Group. From 2000 until 2007, Mr. Paye was a Tax Manager at KPMG and during his time there, he spent two years on a international assignment in Switzerland. Mr. Paye holds a B.S. in Business from Montana State University-Bozeman and is licensed as an Enrolled Agent and Notary Public.

Paul B. Matthews has been a Director of Myskin since April 2008.  From 2005 until present, Mr. Matthews has worked as a Senior Management Consultant for Hagerty Consulting.  Mr. Matthews founded Geneva Roth Holdings Group/Roth Management LLC in November 1994 and served as a Principal and Partner until August 2003.  From July 1995 until February 2001, Mr. Matthews worked as a Commodities and European Credit Analyst with Refco Group, LTD.  Mr. Matthews holds a B.S. in Business and a B.A. in Economics from Indiana University-Bloomington and a Masters in Business Administration from the University of Texas at Austin where he attended from 2003 to 2005.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 28, 2009, the number and percentage of outstanding shares of common stock beneficially owned by (a) each person known by us to beneficially own more than five percent of such outstanding common stock, (b) each director of the Company, (c) each named executive officer of the Company, and (d) all our directors and executive officers as a group. We have no other class of capital stock outstanding. Share ownership is deemed to include all shares that may be acquired through the exercise or conversion of any other security immediately or within the next sixty days. Such shares that may be so acquired are also deemed outstanding for purposes of calculating the percentage of ownership for that individual or any group of which that individual is a member. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner(1)	Title of Class	Amount and Nature Of Beneficial Ownership(2)		Percent of Class
Brookstone Capital LLC	Common		150,000		10.6	%
Marichelle Stoppenhagen	Common		1,000,000		70.4	%
Jeremy Paye	Common		5,000		0.3	%
Paul Matthews	Common		150,000		10.6	%
All Executive Officers and Directors as a Group (3)			1,155,000		81.3	%
Total			1,305,000		91.9	%

___________

(1)	The address of Ms. Stoppenhagen, Mr. Paye, and Mr. Matthews is c/o Marichelle Stoppenhagen: 811 Victoria Street, Costa Mesa, CA 92627.
(2)	The foregoing beneficial owners hold investment and voting power in their shares.

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DESCRIPTION OF SECURITIES

We have 1,420,000 shares of our common stock issued and outstanding as of April 28, 2009.

Common Stock

We are authorized to issue up to 50,000,000 shares of common stock, $0.001 par value. Holders of our common stock are entitled to one vote for each share in the election of directors and on all matters submitted to a vote of stockholders. There is no cumulative voting in the election of directors.

The holders of the common stock are entitled to receive dividends, when and as declared, from time to time, by our board of directors, in its discretion, out of any of our assets legally available therefor.

Upon the liquidation, dissolution or winding up of the Company, the remaining assets of the Company available for distribution to stockholders will be distributed among the holders of common stock, pro rata based on the number of shares of common stock held by each.

Holders of common stock generally have no preemptive, subscription, redemption or conversion rights.

This stock is considered a penny stock as such Penny Stocks must, among other things:

·   Provide customers with a risk disclosure statement, setting forth certain specified information prior to a purchase transaction;

·   Disclose to the customer inside bid quotation and outside offer quotation for this Penny Stock, or, in a principal transaction, the broker-dealer's offer price for the Penny Stock;

·   Disclose the aggregate amount of any compensation the broker-dealer receives in the transaction;

·   Disclose the aggregate amount of the cash compensation that any associated person of the broker-dealer, who is a natural person, will receive in connection with the transaction;

·   Deliver to the customer after the transaction certain information concerning determination of the price and market trading activity of the Penny Stock. Non-stock exchange and non-NASDAQ stocks would not be covered by the definition of Penny Stock for:

(i)   issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer has not been in continuous operation for 3 years);

(ii)  transactions in which the customer is an institutional accredited investor; and

(iii) transactions that are not recommended by the broker-dealer.

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Penny Stock Rules

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

Preferred Stock

We have authorized 5,000,000 shares of preferred stock of which none are issued and outstanding. Our board of directors has the authority to determine the designation of each series of preferred stock and the authorized number of shares of each series. The board of directors also has the authority to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of shares of preferred stock and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series. Any or all rights of the preferred stock may be greater than the rights of the common stock. The issuance of preferred stock with voting and/or conversion rights may also adversely affect the voting power of the holders of common stock.

Certain Anti-Takeover Provisions

Stockholders’ rights and related matters are governed by California General Corporation Law, our articles of incorporation and our bylaws. Certain provisions of the California Private Corporations Law may discourage or have the effect of delaying or deferring potential changes in our control. The cumulative effect of these terms may be to make it more difficult to acquire and exercise control of the Company and to make changes in management. Furthermore, these provisions may make it more difficult for stockholders to participate in a tender or exchange offer for common stock and in so doing may diminish the market value of the common stock.

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One of the effects of the existence of authorized but unissued shares of our common stock may be to enable our board of directors to render it more difficult or to discourage an attempt to obtain control of the Company and thereby protect the continuity of or entrench our management, which may adversely affect the market price of our common stock. If in the due exercise of its fiduciary obligations, for example, our board of directors were to determine that a takeover proposal were not in the best interests of the Company, such shares could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. See “Risk Factors—We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock.”

Our bylaws provide that special meetings of stockholders may be called only by our board of directors, the chairman of the board, or our president, or as otherwise provided under California law.

INTEREST OF NAMED EXPERTS AND COUNSEL

The financial statements appearing in the registration statement have been audited by Goldman Parks Kurland Mohidin, LLP, an independent registered public accounting firm, to the extent and for the periods indicated in their report appearing elsewhere herein, which report expresses an unqualified opinion and includes an explanatory paragraph relating to our ability to continue as a going concern and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

The validity of the shares of common stock offered by the selling stockholders will be passed upon for the us by the law firm of WEINTRAUB GENSHLEA CHEDIAK, 400 Capitol Mall, 11th Floor, Sacramento, CA 95814

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The California Corporations Law, under which we are organized, permits the inclusion in the articles of incorporation of a corporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under California law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by California law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our articles of incorporation contain a provision which eliminates the personal monetary liability of directors to the extent allowed under California law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, and not “negligence” or “gross negligence” in satisfying his or her duty of care. California law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.

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In addition, our articles of incorporation and bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by California law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

No pending litigation or proceeding involving a director, officer, employee or other agent of us as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any director, officer, employee or other agent.

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DESCRIPTION OF BUSINESS

General

Until recently, we were a development stage enterprise.  We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced.  

MySkin offers management services to MedSpas which provide skin resurfacing, skin rejuvenation, vein treatment, microdermabrasion, hair reduction, chemical peels and other age-management services.  These MedSpas take a comprehensive approach to skin care, by offering a wide ranch of services.  Our management services include, but are not limited to, marketing, capital, facilities, equipment, administration, personnel and management expertise for MedSpas.  Utilizing electronic medical records, vendor relationships and customer service protocols, we intend to brand and replicate our management services with other doctors and practitioners in demographically selected metropolitan areas. 

Whereas many practitioners understand how to provide various services, many do not desire to or understand how to set up and properly run a business.  We partner with these practitioners to help them focus on providing the best services possible.  If successful in this area we plan to offer similar services in age-management medicine centers.  .

We lease the facilities for our centers and have completed improvements in the facility that houses the MedSpa business.  We own all of the equipment utilized in the MedSpa, and we provide all of the administrative and sales support on all non-medically related areas.

Given sufficient capital, we plan to acquire and grow our locations nationwide through partnering with physicians to develop new MedSpas, acquiring failed MedSpas, and by opening new store locations near young retirement communities.

We have minimal revenues, minimal operations, and have been issued a going concern opinion by our auditors and require additional capital to fund our operations.

Our Operations

We manage and operate a medical spa business and retail skincare products business.  In addition, we lease for our center and have completed improvements in the facility that houses the spa business, the retail business and the medical practice of MTA.  We own the equipment utilized in the MedSpa and the medical practice, and we contract with non-physicians who work with managing the MedSpa, the medical practice and the management company.

Our business model depends primarily upon a retail market approach for generating customers.  We generate business through marketing and advertising, public relations efforts with local charities, city and county organizations, hospitals and medical providers, networking and promotional events and open houses.  Internal marketing includes brochures, posters, magazines, health promotion articles, and educational materials that point to our services.   Once we have a new client, client follow-up, client referral programs and return visits are utilized to maintain and grow our business.

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Management and Medical Services Agreement

On March 1, 2009, we entered into a Facilities and Management Services Agreement with MTA a California profession corporation pursuant to which we granted MTA the rights to operate advanced skin services in our current center.  As a result, MTA is responsible for hiring all physicians and nurse practitioners who operate in the MedSpa. Under this agreement, we pay all costs and expenses reasonably related to the provision of our services, including but not limited to office rent, utilities and other occupancy costs, compensation benefits and employment costs associated with all non-licensed personnel, general liability insurance, equipment lease and maintenance costs, advertising and promotion, support personnel and contracted consultants, office supplies, and all such other direct and indirect expenses reasonably incurred by Company respecting the provision of the Management Services for the Practice. MTA, in addition to reimbursement of Management Expenses, a monthly service fee equal to forty percent (40%) of revenue, is payable, with a minimum amount of $2,500 per month.

We are responsible for hiring and providing non-medical personnel, In addition, MTA gives us the right to manage all aspects of the medical practice’s financial and operational activities, including accounting, billing and collecting, staffing, inventory management, equipment procurement and management, facility management, marketing and other management services.  We provide all operational and financial management services outside the scope of clinical practice.

Under the Agreement, we are responsible for all management services related to the ordinary and usual business affairs of the practice.  We advise the practice in matters of compliance, policies, procedures marketing, billing and collection and other matters related to the operation of the practice; we provide financial, accounting, human resource and management services for the practice; we supervise and maintains records and files of the practice in compliance with HIPPA requirements; we manage all computer, software, bookkeeping and clerical services; we assist with physician recruitment; we negotiate and secure contracts with vendors, suppliers and third party insurance companies related to the practice; and, we assist the practice in quality assurance and compliance programs.  We provide the specific space and improvements utilized for the MedSpa.  We provide equipment and furniture utilized in the MedSpa.

Under the Agreement, we pay all operating expenses of the MedSpa including physician compensation.  In addition, we loan MTA any amounts of monthly shortfall in the funds necessary to pay all expenses of the practice and the practice repays loans with interest to us when collections exceed monthly expenses.

Our Services

We provide management services for the delivery of medical esthetics in an upscale facility located in a high-traffic retail corridor.   Our business concept combines a customer-service oriented MedSpa for advanced skincare services and products.  We believe in creating a new experience for the health-conscious healthcare consumers who have increased service expectations and are seeking not just to get well, but to stay well and look well.  Our facility, the interior design, aroma therapy, programmed visual and sound media fulfills are designed to not look, act or smell like a doctor’s office.  We believe this environment, experience and service can be replicated and branded giving individual a consistent experience.  

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MTA MedSpa Services

MTA provides the following services:

·   Skin Resurfacing - Done in a series of treatments, skin resurfacing is designed to reduce scars, lines and wrinkles and uneven tones using the High Power Pixel 2940 laser by Alma Lasers, Inc..

·   Skin Rejuvenation - This treatment is also known as laser toning, photofacial or collagen remodeling. It was designed to reduce the signs of aging and damaged skin. It may also reduce the redness and flushing of rosacea. Treatments are spaced three weeks apart and done in a series of four sessions. New collagen forms, lines and wrinkles soften and discoloration becomes less noticeable. Some other benefits: sunspots will fade, pores will shrink, fine lines and wrinkles will gradually decrease.  Advanced Fluorescence Technology (“AFT”) is used to treat superficial vascular and pigmented irregularities to improve a patient's skin color.  “

·   Vein Treatment – Reduction of spider veins, leg veins and facial veins which are small red to blue and purple blood vessels by the laser.

·   Hair Reduction - Using a novel 650 - 950 nm AFT handpiece, MTA reduces unwanted hair from the body on most skin types. This SHR handpiece has contact cooling and uses IN-Motion™ technology to reduce the patient’s pain.

·   Microdermabrasion - This is an exfoliating process that utilizes state-of-the-art equipment to polish the skin’s surface. Microdermabrasion leaves the skin feeling silky and new. Long-lasting results are obtained with microdermabrasion after 5 – 10 treatments over 8-10 months. Multiple treatments helps to stimulate the production of collagen reducing the appearance of fine lines and acne scars.  These treatments minimize large pores, even skin tone, and clears the complexion.

·   Chemical Peels - A variety of mild and medium treatments are performed.  A mild peel is generally suitable for most clients. Mild and medium peels normally require repeated treatments - as often as every six weeks (for light peels) and two to three months (for medium peels).   Alternatively, a peel and facial regime may be established that is suitable for customer’s skin type and cosmetic objectives.

·   Injectibles - Customers are offered Botox® and Juvederm™ which are designed for treating frown lines, forehead wrinkles, crows feet nasolabial folds (the areas between the nose and the corners of the mouth) and marionette lines (the areas below the corners of the mouth).

Plan of Operations

We plan to expand by partnering with physicians to acquire failed MedSpas and by opening new store locations near young retirement communities.  We plan to implement a sustainable business model focused on:

·   Cost containment;

·   Lead generation;

·   Front desk manner;

·   Superior customer relations;

·   Customer retention;

·   Minimizing employee turnover; and

·   Maintaining high employee job satisfaction;

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Our goal is to generate revenue levels relative to cost structure that allow for break even by the end of fiscal year 2009.  In addition, we plan to offer higher frequency, lower price point services that keep utilization levels high to drive client growth and satisfaction; the ability to differentiate quality, service and safety vis-à-vis the competition; and strong marketing / advertising to effectively deliver the message to the target customer.  In the next 12 months, we believe we will need to raise an additional $250,000 to execute our plans of acquisition and expansion.  We will need to scale back our growth to the extent we are unable to raise this money.  For our current operations, we do not foresee additional material costs in operations.  To the extent that we expand our operations, our costs will vary dramatically depending on the size of the acquired organization or the location of the new venue.

We will implement the following keys to maximize our potential for future success:

1.   Lead Generation.  Focus on lead generation by utilizing low cost marketing tactics.

2.   Front Desk Manner.  The front desk staff will be the first impression on the customer and sets the experience which leads to increased satisfaction and sales.

3.   Customer Relations.  Staff members will understand the importance of bonding with customers and striking the perfect balance between professional expertise, ethics, credibility, and personal chemistry, for higher client retention. We believe in hiring the highest caliber of practitioners.

4.   Customer Retention.  The client develops a sense of loyalty and devotion to the MedSpa which supersedes superficial attractions such as price, discounts, location, and other factors. Unlike the patient acquisition in medical practices, customer loyalty has to be earned. While doctors use insurance providers to drive patients in the door, MedSpa customers pay out of pocket for their services. As a result, the competition to win and retain this new breed of "retail" aesthetic client is fierce. MySkin will make a point to teach each manager how to deal with this challenge by providing them with loyalty building programs containing special offers and events to take the relationship with each client to a higher level.

In any area we target for entrance, we will first plan and develop a strategy specific to the marketplace.  A comprehensive market analysis will be done.  This will include studying the demographics.  We will also see whether the market is saturated by other MedSpas. A feasibility study will then be done.  A site selection will then be performed.

Next, we assist MTA in recruiting and training new Registered Nurses in the focused expansion areas which we will train to be the center’s director.  The director will be trained in our standard operating procedures, sales and service training and financial management. Upon completion, we will work with the director to hire staff which is composed of trained and licensed individuals who understand how to provide comfort and compassion to our client/patients. A characteristic of our team members will be self-motivated, high-energy individuals who have a thirst for knowledge and have mastered their skills. A bonus and option program will be tied to attaining specific revenue goals with the attempt to maintain a positive atmosphere and keep the staff focused and functioning as a team as well as retaining staff.

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Vendors

Our vendor for our laser-based machine, the Harmony XL is Alma Lasers LTD. This was a one time purchase.  We do not have a contract with Alma Lasers LTD.

We purchase our injectibles from Allergan, Inc. and chemicals used in conjunction with the chemical peels from Lucrèce Physicians' Aesthetic Research, Inc.  

Our main skin care vendors for our products are Obagi Medical Products, Inc., and ColorScience which provide us with routine terms.  These products are purchased on an as needed basis at a rate set by our vendors and are generally paid for at the time of sale.  We do not have a contractual commitment with our vendors to buy a certain amount of their products.

Plan of Operation

We plan to expand through partnering with physicians to open new MedSpa locations in young retirement communities and the acquisition of failed MedSpas.  

Milestones

In the next twelve months, we have set the following milestones:

1. 0-180 days after the effectiveness of this Registration Statement we intend to raise additional funds of approximately $250,000 through the private placement of debt or equity under Regulation D of the Securities Act of 1933.

2. 90-180 days after effectiveness of this Registration Statement we intend to open another location.  In order to open another location, we are dependant on securing addition funding.  To the extent that we are unable to do so, we will push this out.

3. 180-270 days after effectiveness of this Registration Statement we intend to begin look for candidates for acquisition.  We will pursue candidates for acquisition through various trade associations.  We plan to utilize a combination of funding raising and our stock to consummate such a transaction.

4. 270-365 days following effectiveness of this Registration Statement we intend to either begin open five new locations or make acquisitions.

Business Model

We plan to implement a sustainable business model that focuses on the following:

·Cost conscience;

·Lead generation;

·Front desk manner

·Customer relations;

·Low employee turnover by high employee job satisfaction

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As a start-up corporation, we have generated minimal revenues from our business operations. We need to raise additional cash in order to implement and expand our operations. We will need approximately $250,000 in order to allow us to expand our operations in the next 12 months. To the extent we do not raise additional capital, our growth strategy will be curtailed.

If we cannot or do not raise such funds and our revenue is below our expectation, we may be forced to cease operations. We do not intend to hire additional employees at this time until we complete additional fundraising or our profitability allows it. See “Liquidity and Capital Resources.”

Marketing Plan

We plan to market the Company through the following strategies:

·   Market new services and products to current clients

·   Customer referral program and VIP program which will offer the customer rewards for referring new clients

·   Local advertising that targets customers in the immediate area

·   Customer acquisition of poorly performing MedSpas

·   Email marketing to through a monthly E-Newsletter which provides monthly specials.

We have developed a marketing strategy to promote our alternative age prevention health practices and treatments in a spa-like setting. This program will include ads, mailings, promotions, seminars and website. We have developed a project plan that maximizes the power of our brand, and product line, which identifies our facilities’ key market segments, including both skin care and anti-aging programs for many ages. The plan incorporates the pre-opening phase, the public launch, plus ongoing marketing activities to reinforce that the MedSpa and products are easily recognized.

Using local and community papers, direct mail advertising, radio and some cable advertising we plan to use a modest budget. The print materials for newspaper will include bulleted services for both MedSpa services and a ‘free consultation’ invitation. We will create urgency with space is limited or limited time offer. After the opening of a new store, we will focus on direct mail aimed at our targeted demographic.

Our website will be a powerful business tool. Our web strategy and marketing plan will inform new clients, increase product sales, and improve profitability. Visually showcasing our MedSpa with photos, demonstrating before and after results of our procedures and treatments strongly benefits our business. We plan to have a FAQ’s page on common procedures as well as a page dedicated to alternative practices and up to date information on the latest in cosmetic products and services.

Our MedSpa’s primary selling tool, our services menu, describes not only the treatments that are offered but details how each one is unique. Our menu is visually pleasing and reflects the unique atmosphere of our location and facility.

Our patients enjoy the convenience of one stop shopping and having our professional skin care expert spend time explaining the use of a home skin maintenance program. Our clients want to look younger, healthier and more radiant.

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Another important marketing tool that we have is our signage. We are located and plan to locate future locations in high traffic areas.  Our signage will draw attention to our services in a clear and concise manner

We will hold weekly and monthly open house where clients can invite their to friends lectures on wellness issues acting as a vehicle to sell services and products. Discounts will be given for those who book an appointment that night.

With a large number of existing patients, many patients come in for the initial consults for microdermabrasion or laser hair removal (the lower priced items), and graduate to having more expensive procedures such as skin rejuvenation, Juvaderm, BOTOX. Skin rejuvenation, laser hair removal, microdermabrasion, and cosmetic injectables, provides a solid foundation to secure a full service MedSpa. From this platform, one can augment a variety of other treatments including Aesthetic skin care such as facial treatments, and massage and body therapies. Additionally, many patients will turn into clients within the spa services arena of our facility and visa versa.

Our media objectives are to establish our image as full service MedSpa with extras inclusive and a warm, friendly, tranquil atmosphere. We will maximize efficiency in the selection and scheduling of advertisements by;

Industry

Aesthetic Treatment Market

The aesthetic treatment market consists of a broad range of surgical and non-surgical procedures. The non-surgical aesthetic treatment market includes energy-based aesthetic treatments and treatments with facial injectables.

We believe the key factors contributing to growth in the markets for non-invasive aesthetic treatment procedures and energy-based aesthetic treatment devices include:

•  the aging populations of industrialized nations and rising discretionary income;

•  the increased awareness of non-invasive aesthetic treatment procedures and growing mainstream acceptance of these procedures;

•  enhanced non-invasive technologies offering faster results, reduced pain, improved recovery time and a broader range of treatment options; and

•  the expansion of the target customer base for energy-based aesthetic treatment devices to include non-core physicians and aesthetic spas.

In addition, both in the United States and throughout the rest of the world, an aesthetic spa market is emerging, which includes day spas, destination spas, MedSpas, and resort and hotel spas. Along with conventional massage, body, and skincare treatments, these facilities are beginning to introduce non-invasive energy-based aesthetic treatments performed by spa technicians and professionals.

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Demographic and Economic Trends

In 2003, Americans spent just under $9.4 billion on cosmetic procedures. In 2004, consumers spent $44.6 billion on anti-aging products and services, and by 2009, the total anti-aging market is projected to reach $72 billion according to a February 2005 survey by Business Communications Co., Inc.

According to MedSpas of America, Inc. website (http://www.MedSpasofamerica.com/partners.html) the MedSpa revolution has been closely linked to the growing baby boomer generation.  Baby boomers tend to be well educated, with 87 percent being high school graduates while one in four is a college graduate. They are also one of the wealthiest population segments, and are among the most sophisticated purchasers. With a population of 75 million, baby boomers are the single largest buying group of MedSpa services.

·   12,000 Americans turn 50 every day

·   80 million people in the U.S. spend $500 million annually in hair removal procedures like waxing, shaving, and accessories

·   Women spend over $1 billion each year on electrolysis and lasers

The MedSpa client is primarily a female and between the ages of 35 and 50. In 2005 and 2006 this demographic had the majority of procedures: 5.3 million and 47 percent of the total. Those between 51 and 64 had 24 percent of the procedures patient’s between 19 and 34 had 24 percent, those 65 and older had 5 percent and 18 and under accounted for 1.5 percent. According to the United States census for 1990 and for 2000, the largest growth categories in population by age are the 50 to 54 year age group that has jumped by 54.9% since 1990. The next fastest growing age group is 45 to 49 years of age. This group has grown by 44.8% from 1990 to 2000.

America is getting older;

Age	1980	2003	2010
Under 18	28%	25%	24%
18 to 24	13%	10%	10%
25 to 34	16%	13%	13%
35 to 49	16%	23%	21%
50 to 64	15%	16%	19%
65 and older	12%	13%	13%

Source: U.S. Census.

Competition

The MedSpa industry is highly competitive. Most of our competitors have greater financial, personnel and other resources than MySkin and therefore have greater leverage in acquiring prospects, hiring personnel and marketing their products and services. At the present time, we believe that there are no dominant competitors in the integrated medical healthcare, preventive/wellness and medical skin-care services but we would classify regional competitors as Mana Medical Associates (15 clinics in northwest Arkansas), Mercy Medical Clinics (11 clinics in northwest Arkansas) and Wellness and Skin Therapy Center (one clinic in Fayetteville, Arkansas) and national competitors as Radiance MedSpa Franchise Group (40 locations nationwide) and Sona Med Spas (19 locations nationwide).

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Government Regulation

The healthcare industry is subject to extensive and frequently changing federal, state and local regulations. Changes in applicable laws or any failure to comply with existing or future laws, regulations or standards could have a material adverse effect on our results of operations, financial condition, business and prospects. We believe our current arrangements and practices are in material compliance with applicable laws and regulations, but there can be no assurance that we are in compliance with all applicable existing laws and regulations or that we will be able to comply with new laws or regulations.

Many states, including California, regulate that the performance of MedSpa activities as relates to medical services.  These services may be performed by a physician or a physician assistants and registered nurses (not licensed vocational nurses) may perform these treatments under a physician's supervision. To offer or provide these services, the business performing the service must be a physician-owned medical practice or professional medical corporation with a physician being the majority shareholder. Currently, MTA, a professional medical corporation in which a physician is the majority shareholder, performs these services.

Failure to obtain and maintain required regulatory approvals, certifications, or compliance could prevent or delay our ability to market and sell our future products and services in such states and may subject us to significant regulatory fines or penalties and we may have to cease operations.

The performing, marketing and sale of our current products and services do not require regulatory approval or certification.  However, certain of the third party products and equipment that we sell or use in our business are subject to regulatory approval.  It is the responsibility of the third party vendors and manufacturers to obtain and maintain any regulatory approvals.  If they fail to maintain any such regulatory approvals, we may have to source substitute products and/or equipment.

Insurance

 We currently possess insurance to cover the services we provide.  We believe this will cover potential liabilities we may be exposed to.  However, this may not be enough be enough to cover potential claims.

Company’s office

We currently have only one location.  Our office is located at 811 Victoria Street, Costa Mesa, CA 92627 and our telephone number is (949) 209-8953.

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Employees

We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced. However, we currently have no employees.  Upon future expansion we plan to hire additional employees. We conduct our operations through the services of several independent contractors. The most material consulting contract was with Marichelle Stoppenhagen who was obligated to commit no less than 40 hours per month to activities that relate to the Company which include management services and the performing of advanced skin care services such as microdermabrasions, chemical peels, laser hair removal and skin rejuvenation.  We terminated this contract on February 28, 2009.  As of March 1, 2009, MTA performs those services. Additionally, we have contracted with Venor, Inc. to provide consulting with accounting, finance, and general business matters.  This includes but is not limited to drafting financial statements, drafting filings, business strategy, GAAP accounting, Edgarizing filings, entering invoices, entering bills, reconciling bank accounts, pricing of services and products, production of marketing material.  The term of the agreement with Venor, Inc. is from December 2007 through November 2008 and can be terminated given one months notice.  Venor, Inc. was paid $5,000 per month for their services and requires Venor, Inc. to work a minimum of 40 hours per month.  Effective December 1, 2009, Venor, Inc. is paid at a rate of $2,500 per month. Under the agreement, we agreed to indemnify Venor, Inc. from and against any and all liability, in relation to the consulting services. We retained the services of a medical director to oversee the services performed by the company.  Under the agreement, we agreed to provide our product and services for her personal use at no charge.  Additionally, the medical director shall be paid five percent (5%) of Gross Profit for all sales after October 1, 2008.  Gross Profit shall equal total revenue minus the Cost of Goods Sold which shall include depreciation and commissions paid for any sales. Payment will be made on a quarterly basis for sales for which payment has been received.  On February 28, 2009, we mutually agreed to terminate the contract.  These services are now provided by MTA.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Financial Statements and notes thereto appearing elsewhere in this prospectus. The following discussion contains forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events and circumstances described in terms of our expectations and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments.  Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf.  We disclaim any obligation to update forward-looking statements.  You are urged to review the information set forth under the captions for factors that may cause actual events or results to differ materially from those discussed below.

Overview

We were incorporated in California on November 15, 2007.  We ceased to be a development stage enterprise effective January 1, 2008 as our planned principal operations had commenced.  Given sufficient capital, we plan to acquire and grow our locations nationwide, as described in the “Description of Business.”

MySkin offers management services to MedSpas which provide skin resurfacing, skin rejuvenation, vein treatment, microdermabrasion, hair reduction, chemical peels and other age-management services.  These MedSpas take a comprehensive approach to skin care, by offering a wide ranch of services.  Our management services include, but are not limited to, marketing, capital, facilities, equipment, administration, personnel and management expertise for MedSpas.  Utilizing electronic medical records, vendor relationships and customer service protocols, we intend to brand and replicate our management services with other doctors and practitioners in demographically selected metropolitan areas. 

Our auditors have issued a going concern opinion which means they concluded there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. The opinion was issued because we have generated minimal revenues and minimal revenues are anticipated for the foreseeable future.

Cash and Cash Equivalents

  As of December 31, 2008, we had cash and cash equivalents of $22,808. We anticipate that a substantial portion shall be used as working capital and to execute our growth strategy and business plan. As such, we further anticipate that we will have to raise additional capital through debt or equity financings to fund our operations during the next 12 months.

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Critical Accounting Policies and Estimates

Accounts Receivable - - We extend credit to our customers. Collateral is generally not required. Credit losses are provided for in the financial statements based on management’s evaluation of historical and current industry trends. Although we expect to fully collect amounts due, actual collections may differ from estimated amounts.  We estimate an allowance for doubtful accounts based upon a percentage of revenue earned.  When we expect that there is less than a 10% chance of collection, we write the receivable off to its allowance for doubtful accounts.  We do not typically accrue interest or fees on past due amounts.

Revenue Recognition— We recognize revenue associated with our business on product sales after shipment of the product to the customer or the service is performed.

Advertising Costs --- Advertising costs have primarily consisted of advertising materials and costs of trade shows we attended. All advertising costs have been expensed as incurred.

Shipping and Handling Costs— We record the revenue related to shipping and handling costs charged to customers in revenues.  The related expense is recorded in cost of sales in the accompanying statements of operations.

Results of Operations

Inception to December 31, 2007

Revenues

Until recently we were a development stage company which began operations in December 2007.  From inception through December 31, 2007, our activities were limited to the development of our business plan and securing our initial working capital.   We reported minimal revenues for the period from our inception on November 15, 2007 to December 31, 2007 (“2007”).

Selling, General and Administrative Expenses

In 2007, we reported total operating expenses of $9,421, which included $5,000 of consulting fees, $3,347 of training and $1,074 other general and administrative expenses.  

Year Ended December 31, 2008

Revenues

From January 1, 2008 through December 31, 2008, we reported total revenues of $75,002 which consisted of $53,273 of service revenue and $21,729 of product revenue.  

Cost of Sales

Our cost of sales were $36,758 which consisted of $11,683 related to services and $9,103 related to the cost of products

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Selling, General and Administrative Expenses

During the year ended December 31, 2008 we reported total selling, general, and administrative expenses of $131,047, which included $79,398 of consulting fees, $12,338 of legal fees, and $7,200 for rent.  The consulting fees were paid in conjunction with general business and accounting services and a for services rendered in relation to the preparation of the registration statement on Form S-1, of which this prospectus forms a part, and work towards obtaining a market listing for our shares of common stock 

Liquidity and Capital Resources

We may experience illiquidity and may be dependent on our management and shareholders to provide funds to maintain our activities.  In the event that we are not able to raise additional capital, Venor, Inc. has indicated they are willing to accrue their expenses until such time that we are financially stable. Net cash provided by operating activities in 2007 was $6,856.  Cash provided by operating activities in 2007 consisted mainly of an increase of $30,659 in accounts payable to fund our operating loss of $9,124 which was offset by an increase inventory of $6,330 and an increase in receivables from related parties of $8,349. Net cash used in operating activities for the year ended December 31, 2008 was $25,047 which represented cash to fund our operating loss.  Cash provided by operating activities for the year ended December 31, 2008 consisted mainly of an increase of $63,833 in accounts payable to related parties to fund our operating loss of $92,803.

Net cash used in investing activities in 2007 was $7,500.Net cash from investing activities for the year ended December 31, 2008 was $29,233.  

Net cash provided by financing activities in 2007 was $1,000.  Net cash provided by financing activities for the year ended December 31, 2008 was $76,732 which represented $82,995 of proceeds from the sale of our securities as described later in this section which was offset by the payment of $6,263 on a note payable to Venor, Inc.   

On September 5, 2008, we entered into a Revolving Promissory Note (the “Note”) with Venor, Inc.  Under the terms of the Note, Venor, Inc. agreed to advance us, from time to time and at the request of the Company, amounts up to an aggregate of $100,000 until March 31, 2009.  All advances shall be paid on or before March 31, 2009 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.  We immediately withdrew $65,000 to partially pay for the purchase of a Harmony XL laser from Alma Laser, Ltd.

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We plan to seek additional funding of $250,000 to grow faster.  In the event that we do not receive these funds, we do not have any capital commitments and believe that our current working capital is sufficient to fund our operations for the next 12 months if we take a more conservative growth strategy.  The amount our future capital requirements, however, depends primarily on the rate at which we begin generating revenues and the gross profit margins we are able to achieve. Cash used for operations will be affected by numerous known and unknown risks and uncertainties including, but not limited to, our ability to successfully market our services and the degree to which competitive services adversely impact our anticipated gross profit margins.  As long as our cash flow from operations remains insufficient to completely fund operations, we will deplete our financial resources.  If our business does not grow at the rate we internally project, we may be required to seek additional capital through equity and/or debt financing.  If we raise additional capital through the issuance of debt, this will result in interest expense.  If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing stockholders may be reduced and those stockholders may experience significant dilution.  In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock.  Should it be necessary to raise additional working capital, there can be no assurance that acceptable financing can be obtained on suitable terms, if at all.  If we were unable to obtain the financing necessary to support our operations, we could be unable to continue as a going concern.  In that event, we could be forced to cease operations and our stockholders could lose their entire investment in our Company.

We entered into a financial consulting agreement with Venor, Inc. from December 2007 through November 2008 which requires us paying a consulting fee of $5,000 per month.  On December 1, 2008, we reduced the monthly consulting fee to $2,500 per month..   In the event we are unable to raise enough capital and/or our operations are not profitable we may be unable to pay Venor, Inc.

Recent Capital Raising Transaction

From February 2008 to May 2008, we completed a private placement of 420,000 shares of common stock, at a purchase price of $.20 per share, to 35 investors.  We received net proceeds of $84,000 from this transaction.  We intend to use the proceeds of this offering for professional fees and other expenses related to the registration statement of which this prospectus is a part, the cost associated with being a reporting company under the Securities Exchange Act of 1934, and for working capital for the next 12 months.

Off-Balance Sheet Transactions

There are no off-balance sheet items, and all transactions are in U.S. dollars, and we are not subject to currency fluctuations or similar market risks.

DESCRIPTION OF PROPERTY

We currently occupy approximately 1200 square feet of office space located at 811 Victoria Street, Costa Mesa, CA 92627. We have a month to month lease which we pay $2,500 per month from an unrelated third party. The lease does not have a renewable clause.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We entered into a financial consulting agreement with Venor, Inc. from December 2007 through November 2008 to consult on accounting, finance, and general business matters.  Venor, Inc. is beneficially owned by Ms. Stoppenhagen, our president and principal shareholder, and Ms. Stoppenhagen’s husband. Under the terms of the agreement, Venor, Inc. was paid $5,000 per month for their services and requires Venor, Inc. to work a minimum of 40 hours per month.  On December 1, 2008, we reduced the monthly consulting fee to $2,500 per month. .Additionally, we agreed to indemnify Venor, Inc. from and against any and all liability, in relation to the consulting services.

On September 5, 2008, we entered into a Revolving Promissory Note (the “Note”) with Venor, Inc.  Under the terms of the Note, Venor, Inc. agreed to advance us, from time to time and at the request of the Company, amounts up to an aggregate of $100,000 until March 31, 2009.  All advances shall be paid on or before March 31, 2009 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.  We immediately withdrew $65,000 to partially pay for the purchase of a Harmony XL laser from Alma Laser, Ltd.

We entered into a consulting contract with Marichelle Stoppenhagen who was obligated to commit no less than 40 hours per month to activities that relate to the Company which include management services and the performing of advanced skin care services such as microdermabrasions, chemical peels, laser hair removal and skin rejuvenation at a rate of $65 per hour.  This consulting contact was mutually terminated by both parties on February 28, 2009.

In December 2007, we assumed $8,349 of Ms. Stoppenhagen’s liabilities which we recorded as due from related party. These liabilities related to personal expenses incurred prior to December 2007.  As of December 31, 2009 the entire amount had been repaid.

On March 1, 2009, we entered into a Facilities and Management Services Agreement with Maria Teresa Agner, MD, Inc. (“MTA”) a California profession corporation pursuant to which we granted MTA the rights to operate advanced skin services in our current center.  MTA is owned 51% by Maria Teresa Agner, MD and 49% by Marichelle Stoppenhagen, our president and principle shareholder.  As a result, MTA is responsible for hiring all physicians and nurse practitioners who operate in the MedSpa. Under this agreement, we pay all costs and expenses reasonably related to the provision of our services, including but not limited to office rent, utilities and other occupancy costs, compensation benefits and employment costs associated with all non-licensed personnel, general liability insurance, equipment lease and maintenance costs, advertising and promotion, support personnel and contracted consultants, office supplies, and all such other direct and indirect expenses reasonably incurred by Company respecting the provision of the Management Services for the Practice. MTA, in addition to reimbursement of Management Expenses, a monthly service fee equal to forty percent (40%) of revenue, is payable, with a minimum amount of $2,500 per month.

We have adopted a written policy within our code of ethics that prohibits our executive officers and directors from entering into a related party transaction with us without the prior consent of our board of directors. All of our directors, executive officers and employees are required to report any such related party transaction to our board of directors.

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MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There is currently no public market for our common stock. We intend to qualify our common stock for trading on the OTC Bulletin Board or other public market after the registration statement, of which this prospectus is a part, becomes effective.

The selling security holders will sell their shares of our common stock at $0.20 per share until our common stock is quoted on the OTC Bulletin Board or listed for trading or quotation on any other public market and thereafter at prevailing market prices or privately negotiated prices as determined by the selling stockholders.

As of December 31, 2008, there were 1,420,000 shares of our common stock outstanding. We are registering 210,000 shares of common stock in this registration statement. Currently, we have issued 20,000 options to our directors.

Holders of Common Stock

We had 36 shareholders of record of our common stock as of December 31, 2008.

Dividend Policy

To date, we have not declared or paid cash dividends on our shares of common stock. The holders of the shares of common stock purchased pursuant to this prospectus will be entitled to non-cumulative dividends on the shares of common stock, when and as declared by our board of directors, in its discretion. We intend to retain all future earnings, if any, for our business and do not anticipate paying cash dividends in the foreseeable future.

Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, general business conditions and such other factors as our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

While our board of directors has adopted a compensation package for directors whereby the board members will receive 10,000 stock options per year issued at the then current market price, we have not established a formal equity incentive plan and none exist as of the date of this prospectus.  We plan to establish such a plan and obtain the requisite approvals from our board of directors and shareholders.

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EXECUTIVE COMPENSATION

The summary compensation table below shows certain compensation information for services rendered in all capacities to us by our principal executive officer and by each other executive officer whose total annual salary and bonus exceeded $100,000 during the years ending December 31, 2008 and 2007. Other than as set forth below, no executive officer’s total annual compensation exceeded $100,000 during our last fiscal period.

Summary Compensation Table

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation (2)		Total
Marichelle Stoppenhagen(1)
	2007													$	5,000	$	5,000
President, Chief Financial Officer and Director	2008	$	13,500		-		-		-		-		-	$	57,250	$	70,750

(1)	Marichelle Stoppenhagen, our President was paid at a rate of $65.00 per hour for services rendered for the years ended December 31, 2008 and 2007.
(2)	This if for amounts accrued for services performed by Venor, Inc. As of December 31, 2008, of the $72,500 accrued for services provided by Venor, Inc. the Company has paid $5,964.

We entered into a consulting agreement with Marichelle Stoppenhagen, our President, whereby she was paid at a rate of $65.00 per hour for services in conjunction with running the operations.  In 2007, Ms. Stoppenhagen was not paid any consulting fee.  For the year ended December 31, 2008, Ms. Stoppenhagen was paid $13,500.  Additionally, we have entered into an agreement with Venor, Inc., which is beneficially owned by Mr. Stoppenhagen.  In 2007, we accrued $5,000 for Venor, Inc.’s services which was paid in the first quarter of 2008.  For the year ended December 31, 2008, we accrued $57,500 for Venor, Inc. of which $964 has been paid.

None of the executive officers have received a bonus or deferred compensation.

Outstanding Equity Awards at December 31, 2008 and 2007: None

Option Exercises and Stock Vested Table: None

Pension Benefits Table: None

Nonqualified Deferred Compensation Table: None.

All Other Compensation Table: None.

Perquisites Table: None.

There are no existing or planned option/SAR grants.

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Director Compensation

Our directors did not receive any compensation in the fiscal year ending December 31, 2007. While our board of directors has adopted a compensation package for directors whereby the board members will receive 10,000 stock options per year issued at the then current market price, we have not established a formal equity incentive plan and none exist as of the date of this prospectus.  We plan to establish such a plan and obtain the requisite approvals from our board of directors and shareholders.

All directors receive no cash compensation for their services as directors.

Employment Contracts and Termination of Employment and Change in Control Arrangements with any of the Board of Directors.

There are no employment contracts, compensatory plans or arrangements (except as referenced above regarding Ms. Stoppenhagen’s consulting contract), including payments to be received from the Company with respect to any executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or its subsidiaries, any change in control of the Company or a change in the person's responsibilities following a change in control of the Company. Nor are there any agreements or understandings for any director or executive officer to resign at the request of another person. None of the Company's directors or executive officers is acting on behalf of or will act at the direction of any other person.

Compensation Pursuant to Plans; Pension Table: We have no retirement, pension, profit sharing, or other plan covering any of our officers and directors.

We have adopted no formal stock option plans for our officers, directors and/or employees. We reserve the right to adopt one or more stock options plans in the future. Presently we have no plans to issue additional shares of our common or preferred stock or options to acquire the same to our officers, directors or their affiliates or associates except for the board of director’s compensation plan.

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WHERE TO GET MORE INFORMATION

We filed with the SEC a registration statement on Form S-1 under the Securities Act for the shares of our common stock to be sold in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information on the operation of the public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the site is http://www.sec.gov.

Upon the effectiveness of this prospectus, we will become subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the regional offices, public reference facilities and website of the SEC referred to above. We intend to furnish our stockholders with annual reports containing financial statements audited by our independent accountants. 

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MYSKIN, INC.

Financial Statement

December 31, 2008 and 2007

TABLE OF CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm	46
Financial Statements as of and for the years ended December 31, 2008 and 2007
Balance Sheet	47
Statement of Operations	48
Statement of Stockholders’ Deficit	49
Statement of Cash Flows	50
Notes to Financial Statements	51

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

MySkin, Inc.

Newport Beach, California

We have audited the accompanying balance sheets of MySkin, Inc., (the “Company”) as of December 31, 2008 and 2007 and the related  statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2008 and from inception (November 15, 2007) to December 31, 2007.  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 internal control over financial reporting. Our audit considered 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. An audit also includes 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, 2008 and 2007 and the results of its operations, changes in deficit and its cash flows for the year ended December 31, 2008 and from inception (November 15, 2007) to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

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 incurred significant losses from operations and has insufficient working capital as of December 31, 2008. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.

/s/ Goldman Parks Kurland Mohidin LLP

Encino, California

April 3, 2009

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 MYSKIN, INC.

BALANCE SHEETS

	December 31,
	2008			2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	22,808		$	356
Accounts receivable		607			—
Inventory		9,181			6,330
Prepaid expense		2,670			—
Due from related parties		—			8,349
TOTAL CURRENT ASSETS		35,266			15,035
Fixed assets, net of accumulated depreciation of $7,907 and zero at 2008 and 2007, respectively		93,826			7,500
TOTAL ASSETS	$	129,092		$	22,535
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	17,454		$	25,659
Due related party		68,833			5,000
Note payable – related party		58,737			—
TOTAL CURRENT LIABILITIES		145,024			30,659
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000 shares authorized, 1,420,000 and 1,000,000 issued and outstanding at December 31, 2008 and 2007, respectively		1,420			1,000
Additional paid in capital		84,575			—
Accumulated deficit		(101,927	)		(9,124	)
Total stockholders' deficit		(15,932)			(8,124	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	129,092		$	22,535

See accompanying notes to financial statements.

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MYSKIN, INC.

STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2008			2007
Revenues
Services	$	53,273		$	352
Product		21,729
Total Revenue		75,002			352
Cost of Sales		36,758			55
GROSS PROFIT		38,244			297
Selling, general and administrative expenses		131,047			9,421
NET LOSS	$	(92,803	)	$	(9,124	)
NET LOSS PER SHARE OF COMMON STOCK	$	(0.07	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING		1,321,000			1,000,000

See accompanying notes to financial statements.

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MYSKIN, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

YEARS ENDED DECEMBER 31, 2008 AND 2007

	Common Stock
	Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Total Stockholders’ Deficit
BALANCE, DECEMBER 31, 2006
Issuance of common stock		1,000,000	$	1,000	$		$	-		$	1, 000
Net loss								(9,124	)		(9,124	)
BALANCE, DECEMBER 31, 2007		1,000,000		1,000				(9,124	)		(8,124	)
Issuance of common stock		420,000		420		82,575					82,995
Stock compensation						2,000					2,000
Net loss								(92,803	)		(92,803	)
BALANCE, DECEMBER 31, 2008		1,420,000	$	1,420	$	84,575	$	(101,927	)	$	(15,932)

See accompanying notes to financial statements.

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MYSKIN, INC.

 STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2008 AND 2007 

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(92,803	)	$	(9,124	)
Adjustments to reconcile net loss to net cash provided by / (used) in operating activities:
Depreciation and amortization		7,907			—
Options issued for services rendered		2,000
Changes in operating assets and liabilities:
Accounts receivable		(607	)		—
Inventory		(2,851	)		(6,330	)
Prepaid expenses		(2,670	)		—
Due from related parties		8,349			(8,349	)
Accounts payable and accrued expenses		(8,205	)		25,659
Accounts payable and accrued expenses – related parties		63,833			5,000
Net cash (used in) / provided by operating activities		(25,047	)		6,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(29,233	)		(7,500	)
Net cash used in investing activities		(29,233	)		(7,500	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on note payable – related party		(6,263	)		—
Net proceeds from common stock		82,995			1,000
Net cash provided by financing activities		76,732			1,000
NET INCREASE  IN CASH & CASH EQUIVLANTS		22,452			356
CASH, Beginning of year		356			—
CASH, End of year	$	22,808		$	356

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash received / (paid) during the year:
Interest	$	—	$	—
Income Taxes	$	—	$	—

Non-Cash Transactions

During 2008, the Company purchased equipment of $94,233 through a note payable of $65,000 to a related party.

See accompanying notes to financial statements. 

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MYSKIN, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2008

NOTE 1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Current Operations and Background — MySkin, Inc. (“MySkin” or the “Company”), a California corporation, was incorporated on November 15, 2007.   MySkin offers a personalized MedSpa experience.  We take a comprehensive approach to skin care, recognizing that each client has different needs in preservation, reparation, maintenance and enhancement. Each client is assigned a professional registered nurse who follows his or her skin’s progress and effectively assesses her or his needs and builds a personalized treatment plan allowing the client to look the best possible.  The Company ceased to be a development stage enterprise effective January 1, 2008 as the planned principal operations commenced.

Going Concern — The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  The Company has suffered losses from operations since its inception and has an accumulated deficit of $101,927 and a stockholder’s deficit of $15,932 at December 31, 2008.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue its existence.  The recovery of the Company’s assets is dependent upon continued operations of the Company.

In addition, the recovery of the Company’s assets is dependent upon future events, the outcome of which is undetermined.  The Company intends to continue to attempts to raise additional capital, but there can be no certainty that such efforts will be successful.

Basis of Presentation— The financial statements reflect the financial position, results of operations and cash flows of the Company in conformity with United States Generally Accepted Accounting Principles.

Use of Estimates —The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents — The Company considers investments with original maturities of 90 days or less to be cash equivalents.

Accounts Receivable - The Company extends credit to its customers. Collateral is generally not required. Credit losses are provided for in the financial statements based on management’s evaluation of historical and current industry trends. Although the Company expects to fully collect amounts due, actual collections may differ from estimated amounts.  The Company estimates an allowance for doubtful accounts based upon a percentage of revenue earned.  When the Company expects that there is less than a 10% chance of collection, the Company writes the receivable off to its allowance for doubtful accounts.  The Company does not typically accrue interest or fees on past due amounts.

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Inventory - Inventory is valued at the lower of cost or market.  Cost is determined using standard costs, which approximates the first-in, first-out method.

Fixed Assets — Fixed assets are stated at cost and are depreciated using the straight-line method over their estimated useful lives, ranging from three to five years.

Revenue Recognition — The Company recognizes revenue associated with its business on product sales after shipment of the product to the customer or the service is performed.

Advertising Costs - --- Advertising costs have primarily consisted of advertising materials and costs of trade shows the Company has attended. All advertising costs have been expensed as incurred.

Shipping and Handling Costs — The Company records revenue related to shipping and handling costs charged to customers in revenues.  The related expense is recorded in cost of sales in the accompanying statements of operations.

Income Taxes — Income taxes are recorded using the asset and liability method. Under the asset and liability method, tax assets and liabilities are recognized for the tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

The Company follows the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes.  As a result of the implementation of FIN 48, the Company makes a comprehensive review of its portfolio of tax positions in accordance with recognition standards established by FIN 48.  As a result of the implementation of Interpretation 48, the Company recognized no material adjustments to liabilities or stockholders equity.  When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The adoption of FIN 48 did not have a material impact on the Company’s financial statements.

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Net Loss Per Share — The Company computes net loss per share in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share.” Under the provisions of SFAS No. 128, basic net loss per share includes no dilution and is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.  The dilution loss per share takes into consideration shares of common stock outstanding (computed under basic net loss per share) and potentially dilutive shares of common stock that are not anti-dilutive.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to credit risk consist of cash and accounts receivable.  The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution are not insured by the FDIC.  Concentration of credit risk associated with accounts receivable is significant due to the limited number of customers.  The Company performs ongoing credit evaluations of its customers and generally requires partial deposits.

Financial Instruments —The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses.  The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities.

Recently Issued Accounting Pronouncements—

Business Combinations-In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:

·   Acquisition costs will be generally expensed as incurred;

·   Noncontrolling interests (formerly known as “minority interests” – see SFAS 160 discussion below) will be valued at fair value at the acquisition date;

·   Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;

·   In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;

·   Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and

·   Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

SFAS 141R also includes a substantial number of new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Accordingly, since we are a calendar year-end company we recorded and disclosed business combinations following existing GAAP until January 1, 2009. We expect SFAS 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.

- 53 -

Noncontrolling Interests in  Financial Statements – An Amendment of ARB No. 51-In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in  Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is de. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Like SFAS 141R discussed above, earlier adoption is prohibited. We have not completed our evaluation of the potential impact, if any, of the adoption of SFAS 160 on our financial position, results of operations and cash flows.

Fair Value Measurements-In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements,” whichestablishes a framework for measuring fair value, and expands disclosures about fair value measurements required under the accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. Additionally, it establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for fiscal year, including financial statements for an interim period within the fiscal year. The Company evaluated the impact of SFAS No. 157 and determined there was no material impact on the financial statements.

Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R-In September 2006, the FASB, issued SFAS, No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R,” which requires employers to recognize the underfunded or overfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in the funded status in the year in which the changes occur through accumulated other comprehensive income. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end statement of financial position. The new reporting requirements and related new footnote disclosure rules of SFAS No. 158 are effective for fiscal years ending after December 15, 2006. We adopted the provisions of SFAS No. 158 and the effect of recognizing the funded status in accumulated other comprehensive income was not significant. The new measurement date requirement applies for fiscal years ending after December 15, 2008.

NOTE 2 - CONCENTRATION OF CREDIT RISK

Although we are directly affected by the economic well being of significant customers, we do not believe that significant credit risk exists at December 31, 2008. We perform ongoing evaluations of our customers.

The Company maintains its cash balances in various financial institutions that from time to time exceed amounts insured by the Federal Deposit Insurance Corporation up to $250,000, per financial institution.  As of December 31, 2008, the Company had deposits of $22,808 that did not exceed federally-insured amounts.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

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NOTE 3 – FIXED ASSETS

In September 2008, we purchased a Harmony XL from Alma Lasers LTD for a total purchase price of $94,232. The Harmony XL is light-based and radiofrequency equipment for cosmetic applications such as hair reduction and skin rejuvenation.

NOTE 4 - RELATED PARTIES

In December 2007, we assumed $8,349 of Marichelle. Stoppenhagen’s (our president) liabilities which we recorded as due from related party. As of December 31, 2008, Ms. Stoppenhagen has repaid the entire amount.

We entered into a consulting contract with Marichelle Stoppenhagen on December 1, 2007, which obligates her to commit no less than 40 hours per month to activities that relate to the Company which include management services and the performing of advanced skin care services such as microdermabrasions, chemical peels, laser hair removal and skin rejuvenation at a rate of $65 per hour.  In February 2009, we canceled this agreement.

   We entered into a financial consulting agreement with Venor, Inc. from December 2007 through November 2008.  Venor, Inc. is beneficially owned by Ms. Stoppenhagen, our president and principal shareholder, and Ms. Stoppenhagen’s husband. Under the terms of this agreement, we paid a consulting fee of $5,000 per month.  During 2007, the Company accrued $5,000 under this contract which was paid in March 2008.  During 2008, the Company accrued $57,500 under this contract of which none was paid as of December 31, 2008. In December 2008, we reduced the monthly consulting fee to $2,500 per month.

We have adopted a written policy within our code of ethics that prohibits our executive officers and directors from entering into a related party transaction with us without the prior consent of our board of directors. All of our directors, executive officers and employees are required to report any such related party transaction to our board of directors.

NOTE 5 – NOTE PAYABLE

On September 5, 2008, we entered into a Revolving Promissory Note (the “Note”) with Venor, Inc which is beneficially owned by Marichelle Stoppenhagen.  Under the terms of the Note, Venor, Inc. agreed to advance us, from time to time and at the request of the Company, amounts up to an aggregate of $100,000 until March 31, 2009 at which point Venor extended the due date until September 30, 2009.  All advances shall be paid on or before March 31, 2009 and interest shall accrue from the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.  We immediately withdrew $65,000 to partially pay for the purchase of a Harmony XL laser from Alma Laser, Ltd. As of December 31, 2008, there was $58,738 owed under the note.

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NOTE 6 – INCOME TAX

As of December 31, 2008 and 2007, the deferred tax asset is as follows:

	2008			2007
Net operating loss carryforwards	$	39,803		$	3,558
Less valuation allowance		(39,803	)		(3,558	)
	$	-		$	-

Management elected to provide a deferred tax asset valuation allowance equal to the potential benefit due to the Company’s loss. When the Company demonstrates the ability to generate taxable income, management will re-evaluate the allowance.

As of December 31, 2008, the Company has a federal and state net operating loss carry-forward of approximately $102,000 that is available to offset future taxable income that expires as follows:

Federal	State	Net Operating Loss
2027	2012	$	9,000
2028	2013		93,000
		$	102,000

A reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 34% for 2008 and 2007 is as follows:

	2008			2007
Income tax benefit at federal statutory rate	$	31,553		$	3,102
State income tax benefit, net of effect on federal taxes		4,640			458
Increase in valuation allowance		(36,193	)		(3,558	)
Income tax expenses (benefit)	$	-		$	-

NOTE 7 – STOCK OPTIONS AND WARRANTS

On May 27, 2008, the Company granted 20,000 options with an exercise price of $0.20 to non-management board members.  The options vest quarterly starting July 31, 2008 and have an expiration period of 10 years.  We will record compensation expense in the quarters in which the options vest.  The Company has assumed that all stock options issued during the quarter will vest.  To account for such grants, we recorded deferred stock compensation of $4,000 as an offset to additional paid in capital, and will recognize compensation expense related to this issuance when the options vest based on their fair value.  Though these expenses will result in a deferred tax benefit, we have a full valuation allowance against the deferred tax benefit.

The Company has elected to adopt the detailed method provided in SFAS No. 123(R) for calculating the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the income tax effects of employee stock-based compensation awards that are outstanding upon the adoption of SFAS No. 123(R).

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The fair value of each stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model.  The Black-Scholes option pricing model has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant.  The risk free interest rate is based upon market yields for United States Treasury debt securities at a 7-year constant maturity.  Dividend rates are based on the Company’s dividend history.  The stock volatility factor is based on the last 60 days of market prices prior to the grant date.  The expected life of an option grant is based on management’s estimate.  The fair value of each option grant, as calculated by the Black-Scholes method, is recognized as compensation expense on a straight-line basis over the vesting period of each stock option award.

The following assumptions were used to determine the fair value of stock options granted using the Black-Scholes option-pricing model:

	2008
Dividend yield		0.0	%
Volatility		300	%
Average expected option life	6.67 years
Risk-free interest rate		4.30	%

The following table summarizes activity in the Company's stock option plans during 2008:

	Number of Shares		Weighted Average Price Per Share
Balance at December 31, 2007		—	$	—
Granted		20,000		0.20
Balance at December 31, 2008		20,000	$	0.20

The following summarizes pricing and term information for options issued to employees and directors which are outstanding as of December 31, 2008:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding at December 31, 2008		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at December 31, 2008		Weighted Average Exercise Price
$	0.20		20,000		9.5	$	0.20		10,000	$	0.20
$	0.20		20,000		9.5	$	0.20		10,000	$	0.20

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NOTE 8 – EARNINGS PER SHARE

The following table sets forth common stock equivalents (potential common stock) for 2008 that are not included in the loss per share calculation above because their effect would be anti-dilutive for the periods indicated:

	Year ended
	2008
Weighted average common stock equivalents:
Stock options		20,000
Warrants		—

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No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this prospectus in connection with the offer made by this prospectus. If given or made, such information or representation must not be relied upon as having been authorized by the Company. This prospectus does not constitute an offer of any securities other than the registered securities to which it relates or an offer to any person in any jurisdiction in which such an offer would be unlawful. Neither delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that information contained herein is correct as of any time subsequent to the date of this prospectus.

TABLE OF CONTENTS

	Page
PROSPECTUS	3
AVAILABLE INFORMATION	3
PROSPECTUS SUMMARY	5
THE OFFERING	9
RISK FACTORS	11
USE OF PROCEEDS	15
DETERMINATION OF OFFERING PRICE	15
DILUTION	15
SELLING SECURITY HOLDERS	15
PLAN OF DISTRIBUTION	18
LEGAL PROCEEDINGS	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF SECURITIES	22
INTEREST OF NAMED EXPERTS AND COUNSEL	24
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	24
DESCRIPTION OF BUSINESS	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
DESCRIPTION OF PROPERTY	39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	40
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	41
EXECUTIVE COMPENSATION	42
WHERE TO GET MORE INFORMATION	44

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MYSKIN, INC.

210,000 shares

common stock

$.001 par value

PROSPECTUS

, 2008

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Indemnification of Directors and Officers.

The California Corporations Code, under which we are organized, permits the inclusion in the articles of incorporation of a corporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under California law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by California law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.

Our articles of incorporation contain a provision which eliminates the personal monetary liability of directors to the extent allowed under California law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, and not “negligence” or “gross negligence” in satisfying his or her duty of care. California law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.

In addition, our articles of incorporation and bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by California law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise. We have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses in connection with the registration of shares described in the registration statement. We will pay the costs and fees of registering the shares of common stock, but the selling stockholders will pay any brokerage commissions, discounts or other expenses relating to the sale of their shares.

Securities and Exchange Commission Registration Fee	$	11
Legal Fees and Expenses		11,000
Accounting Fees and Expenses		3,000
Other Expenses		1,000
Total Expenses	$	15,063

Recent Sales of Unregistered Securities.

During the past three years, we have sold the following shares of common stock which were not registered under the Securities Act of 1933 as amended:

(1) On December 3, 2007, we issued 1,000,000 shares of common stock to Marichelle Stoppenhagen, our director, president, secretary and treasurer, at a price of $0.001 per share, as founder shares.

(2) We sold 420,000 shares of common stock at a purchase price of $0.20 per share to various outside investors in a private placement transaction which was completed on May 30, 2008.

All of the foregoing shares of common stock were offered and sold to the above referenced shareholders in reliance on Section 505 of Regulation D of the Securities Act of 1933, as amended and comparable exemptions for sales to “accredited” investors under state securities laws.  Rule 505 provides an exemption for offers and sales of securities totaling up to $5 million in any 12-month period. Under this exemption, you may sell to an unlimited number of "accredited investors" and up to 35 other persons who do not need to satisfy the sophistication or wealth standards associated with other exemptions.  The Corporation obtained subscription agreements from all investors which indicated whether or not the investors were accredited.   There were a total of 17 non-accredited investors.   All of the above sales were made without general solicitation.   No commissions were paid to anyone.  The total aggregate value of all of the issuances was $84,000 which was substantially less than $5,000,000.

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Exhibits

Exhibit Number	Description	Reference
3.1	Articles of Incorporation of Registrant, dated November 15, 2007.	Filed herewith.
3.2	Bylaws of Registrant	Filed herewith.
3.3	Audit Committee Charter, dated May 27, 2008	Filed herewith.
5.1	Opinion of WEINTRAUB GENSHLEA CHEDIAK as to the legality of securities being registered (includes consent)	Filed herewith.
10.1	Agreement with Venor, Inc.	Filed herewith.
10.2	Agreement with Marichelle Stoppenhagen	Filed herewith.
10.3	Revolving Promissory Note with Venor, Inc.	Filed herewith
10.4	Lease for 811 Victoria St. Costa Mesa, CA 92627	Filed herewith
10.5	Medical Director Agreement	Filed herewith
10.6	Facilities and Management Services Agreement	Filed herewith
14.1	Code of Ethics, dated May 27, 2008	Filed herewith
23.1	Consent of Goldman Parks Kurland Mohidin, LLP	Filed herewith.
23.2	Consent of WEINTRAUB GENSHLEA CHEDIAK (Included in 5.1 above)	Filed herewith.
24.1	Power of Attorney	Filed herewith.

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Item 28.   Undertakings

(a) Rule 415 Offering. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) For determining any liability under the Securities Act of 1933, treat each  post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at the time to be the initial bona fide offering.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the end of the offering.

Reliance on Rule 430C: Each prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(h) Request for acceleration of effective date:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this Form S-1 to be signed on its behalf by the undersigned, in the City of Costa Mesa, California on April 28, 2009 .

MYSKIN, INC., a California corporation
/s/ Marichelle Stoppenhagen
Name:	Marichelle Stoppenhagen
Title:	President, Secretary & Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the date stated:

Signature and Title	Date
/s/ Marichelle Stoppenhagen	April 28, 2009
President, Secretary, Chief Financial Officer & Director
/s/Jeremy Paye	April 28, 2009
Director
/s/ Paul Matthews	April 28, 2009
Director

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Exhibit Index

Exhibit Number	Description	Reference
3.1	Articles of Incorporation of Registrant, dated November 15, 2007.	Filed herewith.
3.2	Bylaws of Registrant	Filed herewith.
3.3	Audit Committee Charter, dated May 27, 2008	Filed herewith.
5.1	Opinion of WEINTRAUB GENSHLEA CHEDIAK as to the legality of securities being registered (includes consent)	Filed herewith.
10.1	Agreement with Venor, Inc.	Filed herewith.
10.2	Agreement with Marichelle Stoppenhagen	Filed herewith.
10.3	Revolving Promissory Note with Venor, Inc.	Filed herewith
10.4	Lease for 811 Victoria St. Costa Mesa, CA 92627	Filed herewith
10.5	Medical Director Agreement	Filed herewith
10.6	Facilities and Management Services Agreement	Filed herewith
14.1	Code of Ethics, dated May 27, 2008	Filed herewith
23.1	Consent of Goldman Parks Kurland Mohidin, LLP	Filed herewith.
23.2	Consent of WEINTRAUB GENSHLEA CHEDIAK (Included in 5.1 above)	Filed herewith.
24.1	Power of Attorney	Filed herewith.

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EX-3.1

Exhibit 3.1

ENDORSED-FILED

In the office of the Secretary of State of the State of California

NOVEMBER 15, 2007

ARTICLES OF INCORPORATION

OF

mySkin, Inc.

FIRST. The name of the corporation is mySkin, Inc.

SECOND. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THIRD. The name of the corporation’s initial agent for service of process in the State of California is Marichelle Stoppenhagen, 1328 W. Balboa Blvd. Suite C., Newport Beach, California 92661.

FOURTH. (a) The corporation is authorized to issue two classes of shares, each with $0.001 as par value, designated “Common Stock” and “Preferred Stock,” respectively. The number of shares of Common Stock to be issued is 50,000,000 and the number of shares of Preferred Stock authorized to be issued is 5,000,000.

(b) The Preferred Stock may be divided into such number of series as the board of directors may determine. The board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The board of directors, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of the shares of that series.

The personal liability of the directors of the corporation for monetary damages for breach of fiduciary duty shall be eliminated to the fullest extent permissible under California law. The corporation is authorized to indemnify it’s directors and officers to the fullest extent permissible under California law.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on the date below.

Date: November 13, 2007

LegalZoom.com, Inc., Incorporator

By: /s/ Aimee Carramanzana

Aimee Carramanzana, Assistant Secretary

[Seal of the Office of the Secretary of State]

State of California

Secretary of State

I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:

The attached transcript of 2 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that is full, true and correct.

[The Great Seal of the State of California]

IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of

Nov. 15, 2007

/s/ Debra Bowen                     

Debra Bowen

Secretary of State

EX-3.2

Exhibit 3.2

BYLAWS

OF

mySkin, Inc.

ARTICLE I

Shareholders

Section 1.1. Annual Meetings. An annualmeeting of shareholders shall be held for the electionof directors on a date and at a time and place either within or without the State ofCalifornia fixed by resolution of the Board of Directors. Anyother proper business may be transacted at the annual meeting, except as limited by the notice requirements of subdivisions (a) and (d) of Section 601of the California General Corporation Law.

Section 1.2. Special Meetings.Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman ofthe Boardor theholders of shares entitled to castnot less than ten percent of the votes at the meeting, such meeting to beheld an a date and at a time and place either within or without the State of California as may be stated in the notice of the meeting.

Section 1.3. Notice ofMeetings. Whenever shareholders arerequired or permitted totake any action at a meeting a written notice of the meeting shall be given not lessthan ten nor more than sixty days before the date of the meeting  to each shareholder entitled tovote thereat. Such notice shall state the place, date andhour ofthe meeting, and (i) in the case ofa special meeting, the general nature of the businessto be transacted, and no other business may be transacted, or (ii) in the caseof the annual meeting, those matters which the Board, at the time of the mailing ofthe notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include a list of the names ofthe nominees intended at the time of the mailing of thenotice tobe presented bythe Board for election.

Notice of a shareholders' meeting or any report shall be giveneither personally or by first-class mail or other means of written communication, addressed to theshareholder atthe address ofsuch shareholder appearing on the books ofthe corporation or given by the shareholder to the corporation for the purpose of notice; or if no suchaddress appears oris given, at the place where the principal executive office of the corporation is located orby publication at least once in a newspaper of general circulation in the county in which the principal executive office  is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in themail orsent by other means ofwritten communication. An affidavit of mailing of anynotice or reportin accordance withthe provisions of this by-law, executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence

of thegiving of the notice or report.

If any notice or report addressedto the shareholderat theaddress ofsuch shareholder appearingon the books of the corporation is returned to the corporation by the United StatesPostal Service marked to indicate that the United States Postal Service is unable todeliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been dulygiven without further mailing if  the same shall be available for the shareholder upon written demand of the shareholder at the principal executive officeof thecorporationfora period of one year from the date of the givingof the notice or report toall other shareholders.

Except asotherwise prescribed by the Board of Directors in particular instances and except as otherwise provided bysubdivision (c) of Section601of the California GeneralCorporation Law, the Secretary shall prepareand give, or cause tobe prepared and given, the notice of meetings of shareholders.

Section 1.4. Adjournments. When a shareholders' meeting is adjourned to another time or place, except asotherwiseprovided in this Section 1.4, notice need not be given of any such adjourned if the time and place thereof areannounced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact anybusinesswhich might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a newrecord date is fixed for the adjournedmeeting, a notice ofthe adjourned meeting shall be given toeach shareholder of record entitled tovote at the meeting.

Section 1.5.ValidatingMeeting of Shareholders; Waiver of Notice. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorumis present either in person or by proxy, andif, either before or afterthe meeting, each of thepersons entitled tovote, not present in person or by proxy, signs a written waiverof notice ora consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shallbe filed with the corporate records or made a partof theminutes of the meeting. Attendanceof a personat a meeting shall constitute a waiver of notice of and presenceat such meeting, except when the person objects, at the beginning ofthe meeting, tothe transaction of any business because the meeting isnot lawfully calledor convened and exceptthat attendance ata meeting is not a waiver of anyright to object to theconsideration of matters required by lawto beincluded in thenotice but not so included, ifsuch objection is expressly made at the meeting. Neither the business to betransacted at nor the purposeof any regular or special meeting of shareholders need be specified in anywritten waiver of notice, consent to the holding of the meeting or approval ofthe minutes thereof, except asrequired by subdivision (f)of Subsection 601 of the California General Corporation Law.

 Section 1.6. Quorum. A majority of the shares entitledtovote, represented in person or by proxy, shallconstitute a quorum at a meetingof the shareholders. The shareholders present at aduly calledorheld meetingat which a quorum is present may continue totransact business untiladjournment notwithstanding the withdrawal of enough shareholders toleave less than a quorum, if anyaction taken (other than adjournment) is approved by at least a majority of the sharesrequired to constitute a quorum. In the absence of a quorum, any meeting of shareholders maybe adjourned fromtime to time by the vote of amajority of the sharesrepresented either in person or by proxy, but no other business may be transacted, except asprovided in this Section 1.6.

Section 1.7. Organization. Meetings of shareholders shall be presided over by the Chairmanof the Board of Directors, ifany, orin the absence of the Chairman of theBoard bythe Vice Chairman of the Board, if any, orin the absence of the Vice Chairman oftheBoardbythe President, or inthe absence ofthe foregoing personsby a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen atthe meeting. The Secretary, orin the absence ofthe Secretary, anAssistant Secretary, shall act as secretaryof  the meeting, or in their absencethe chairmanof the meeting may appoint anyperson to act as secretary of the meeting.

Section 1.8. Voting. Unless otherwise provided in thearticles of incorporation, each outstanding s hare, regardless ofclass, shall be entitled to one vote on each matter submitted toa vote of shareholders. Exceptas otherwise provided by California lawor by the articles of incorporation orthese bylaws, the affirmative vote of the holders of a majority of the shares entitled to vote on the subject matter at a meeting in which a quorum is present shall be the act of theshareholders.

Any holder of shares entitled to vote on any matter may vote part ofthe shares in favor of the proposaland refrain from voting theremaining shares or vote them againstthe proposal, other than elections to office, but, if the shareholder fails to specify the number of shares such shareholder is voting affirmatively, it will be conclusively presumedthat the shareholder’s approving vote is with respect toall shares such shareholder is entitled to vote.

Except asotherwise provided in thearticles of incorporation andsubject to the requirements ofthis Section 1.8, every shareholder entitled tovote at any election of directors may cumulate such shareholder's votes and give onecandidate anumber of votes equal to the number of directors tobe elected multiplied by the number of votes to which the shareholder's shares are normally entitled, ordistribute the shareholder's votes on the sameprinciple among as manycandidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes unless suchcandidate or candidates’ names have been placed in nomination prior to the voting and the shareholder hasgiven notice at the meeting prior to the voting of theshareholder’s intention to cumulate the shareholder's votes. If anyone shareholder has given such notice, allshareholders may cumulate their votes for candidates innomination. In anyelection ofdirectors, the candidatesreceiving thehighest number ofvotes of theshares entitled to be voted for them up to the number of directors be elected by suchshares are elected. Elections for directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins.

Section 1.9. Shareholder’s Proxies. Every person entitled to vote sharesmay authorize another person orpersons to act by proxy with respect to such shares. Anyproxy purporting tobe executed in accordance with the provisions of Section 705 of theCalifornia General Corporation Lawshall be presumptivelyvalid. No proxy shall bevalid after the expiration of eleven months from thedate thereof unless otherwiseprovided in the proxy. Every proxy continues in full forceand effect until revoked by theperson executing it prior tothe votepursuant thereto, except as otherwise provided in thisSection 1.9. Such revocation may be effected by a writing delivered to the corporationstating that the proxy isrevoked or by a subsequent proxy executed by the person executing the prior proxy andpresented to the meeting, or as to anymeeting by attendance at such meeting and voting inperson by the person executing the proxy. A proxy is not revoked by the deathor incapacity of the maker unless, before the vote is counted, written notice ofsuch death or incapacity is received by the corporation. A proxy may be made irrevocable under the circumstances setforth in subdivision (e) of Section 705 of theCalifornia General Corporation Law. Anyform of proxy distributed to tenor more shareholdersshall conform to the requirements of Section 604 of the California General Corporation Law.

Section 1.10. Inspectors. In advance of anymeeting ofshareholders the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election arenot soappointed, or if any persons so appointed fail to appear orrefuse toact, the chairman ofany meeting of shareholders may, and onthe request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons toreplace those who sofail or refuse) at the meeting. The number o inspectors shall be either one or three. If appointed at ameeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.

Theinspectors of election shalldetermine the numberof shares outstanding and the voting power ofeach, the sharesrepresented at the meeting, the existence of a quorum and the authenticity, validity and effect ofproxies, receive votes, ballots or consents, hear and determine all challenges and questions in anyway arising in connection with the rightto vote, count and tabulate allvotes orcontents, determine when the polls shall close, determine the resultand do such acts as may be proper to conduct the election or votewith fairness to all shareholders.

Theinspectors of election shall perform their duties impartially, in good faith, to the best of their ability and asexpeditiously as is practical. If there are three inspectorsof election, the decision, act or certificate of a majority is effective in all respectsas the decision, act or certificate of all. Any report or certificate made by the inspectors of election is primafacie evidence of the facts stated therein.

Section 1.11. Fixing Date For Determination of Shareholders ofRecord. In order that the corporation may determine  the shareholders entitled to notice of any meeting or to voteor to express consent to corporateaction in writing without a meeting or entitled to receive payment of any dividend or otherdistribution or allotment of any rights or entitled toexercise any rights in respect of any other lawful action, theBoard of Directors may fix, inadvance, a record date, which shall not be more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action.

If no record date is fixed: (1) the record date for determining shareholders entitled tonotice of or tovote at a meeting of shareholders shallbe at the closeof business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day nextpreceding the dayon which the meeting is held; (2) the record date fordetermining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Boardhas been taken, shall be the day on which the firstwritten consent isgiven; and (3) the recorddate for determining shareholders forany other purpose shall be at the close of business on the day on which the Boardadopts the resolution relating thereto or the sixtieth day prior to the date of such other action, whichever is later. Adetermination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixesa new record date for the adjourned meeting, but the Board shall fix a new record date ifthe meeting is adjourned for more than 45 days from the date setfor the original meeting.

Section 1.12. Consent of Shareholders in Lieu of Meeting. Except as otherwise provided in the articles of incorporation or in this Section 1.12, anyaction which may be taken at any annual or special meeting of the shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken,shall be signed by the holders of outstanding shares having not less than the minimum number of votesthat would be necessary toauthorize ortake such action at a meeting at which all sharesentitled to votethereon were present and voted.

Directors may not be elected by writtenconsent except by unanimous consent of all sharesentitled to vote for the election of directors. Notwithstanding the foregoing sentence, exceptfor vacancies created by removal, shareholders may fill any vacancy in theBoard ofDirectors not filled by the Board of Directors by electing a director through written consent of a majority of outstanding shares entitled to vote.

Any shareholder giving a written consent, or suchshareholder’s proxyholder, or a transferee of the shares orapersonal representative of such shareholderorits respective proxyholder, may revokethe consent bya writing received by thecorporation priorto the time that written consents of the numberof shares requiredtoauthorizethe proposed action have been filedwith the Secretary of the corporation, butmaynot do so thereafter.  Suchrevocation is effectiveupon its receipt by the Secretary ofthe corporation,

Unless all shareholders entitled to vote consent in writing,notice of any shareholder approval without a meeting shall begiven as provided in subdivision (b) of Section 603of the California General Corporation Law, or any successor thereof.

Anyform ofwritten consent distributed toten or more shareholders shall conform tothe requirementsof Section 604ofthe California General Corporation Law, or any successor thereof.

ARTICLE II

Board of Directors

Section 2.1.Powers; Number; Qualifications. The business and affairsof the Corporation shall be managed by, andall corporate powersshall be exercised by or under, the direction of the Board of Directors, except as otherwise provided in these by-laws or in the articles of incorporation. The number of directors comprising the Board ofDirectors shall be one (1).

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. At each annual meeting of shareholders, directors shall be elected to hold officeuntil the next annual meeting. Each director, including a directorelected to fill a vacancy, shall hold office until theexpiration of the term for which electedand until asuccessor has been elected and qualified. Anydirector mayresign effective upon giving written notice tothe Chairman of the Board, the Secretary or theBoard of Directors of thecorporation, unless the notice specifies a later timefor the effectiveness of such resignation. Ifthe resignation is effective at afuture time, a successor may be electedto take office when the resignation becomes effective.

Any orall of the directors may be removed without cause if such removal is approved by a majority of theoutstanding voting sharesthenentitled to vote onthe election ofdirectors, except that no director may be removed (unless the entire Board of Directors is removed) when the votes cast againstremoval, or not consenting in writing to such removal, should be sufficient to elect such director if voted cumulatively at an

election at which the same total number ofvotes were cast (or, if such action is taken by written consent, all sharesentitled to vote were voted) and the entire numberof directors authorized at the time of the director's most recent election were then beingelected.

Any reductions in the authorized numberof directors does not remove any director prior tothe expiration ofsuch director’s term in office.

A vacancy in the Board of Directors shall he deemed to exist (a) if a director dies, resigns, or is removed by the shareholders or an appropriate court, as provided in Sections 303 or 304 of the California General Corporation Law; (b) if the Board of Directors declares vacant the office of a director who has been convicted of a felony or declared of unsound mind by an order of court; (c) if the authorized number of directors is increased; or (d) if at any shareholders' meeting at which one or more directors are elected the shareholders fail to elect the full authorized number of directors to be voted for at that meeting. Unless otherwise provided in the articles of incorporation or these by-laws and except for a vacancy caused by the removal of a director, vacancies on the Board may be filled by appointment by the Board. A vacancy on the Board caused by the removal of a director may be filled only by the shareholders, except that a vacancy created by the Board declaring an office of a director vacant because a director has been convicted of a felony or declared of unsound mind by an order of court may be filled by the board.

The shareholders mayelect a director at anytime tofill a vacancy not filled by the Board of Directors.

If the number of directors then in office is less than a quorum, vacancies on the Board of Directors may be filled by the unanimous written consent of the directors then in office, the affirmative vote of a majority of the directors thenin office at a meeting held pursuant tonotice or waivers of notice complying with Section 2.4 hereof ora sole remaining director.

Section 2.3.Regular meetings. Regular meetings of the Board ofDirectors may be held without notice at such placeswithin or without the State ofCalifornia and at suchtimes as the Board may from time to time determine.

Section2.4. Special Meetings; Notice of Meetings; Waiver of Notice. Special meetings of the Board ofDirectors may be heldat any time or place within or without the State of California whenever called by the Chairman of the Board, by the Vice Chairman of the Board, if any, orby any two directors. Special meetingsshall be held on four days' notice by mail or 48 hours' notice delivered personally or by telephone, telegraph orany other meansof communication authorized by Section 307ofthe California General Corporation Law. Notice delivered personally or by telephone may be transmitted toa personat the director’s office who can reasonably be expected to deliver such notice promptly to the director.

Notice of a meeting need not be given to any director who signsa waiver of notice ora consent toholding the meeting oran approval of the minutes thereof, whether before or after the meeting, orwho attends the meeting without protesting, prior thereto or at its commencement the lack of notice to such director. All such waivers, consents andapprovals shall be filed with the corporate records or made a part of the minutes of the meeting. A notice, orwaiver of notice, need not specify the purposeof anyregular or special meeting of the Board.

Section 2.5. Participation In Meetings byConference Telephone Permitted. Members ofthe Board, or anycommittee designated by the Board, may participatein a meeting of the Board orof such committee, as the casemay be, through the use of conference telephone or similar communications equipment permitted by Section 307 of the California General Corporation Law, solong asall members participating in such meeting can hearone another, and participation in a meeting pursuant to this Section 2.5 shall constitute presence in person at such meeting.

Section 2.6. Quorum; Adjournment; Vote Required for Action. Atall meetings of the Board of Directors one-half of the authorized number ofdirectors shall constitute a quorum for the transaction of business. Subject to the provisions of Sections 310 and 317(e) of the California General Corporation Law, every act

or decision done or made by a majority of the directors present at a meeting at which a quorum is present shall be the act of theBoard unless the articlesof incorporation or these by-laws shall require a vote of a greater number.

A majority of the directors present, whether or not a quorum ispresent, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or intheir absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act assecretary of themeeting, but in the absence ofthe Secretaryand any Assistant Secretarythe chairman of the meeting may appoint any person to actas secretary of the meeting.

Section 2.8. Action byDirectors Without a Meeting. Any action required or permitted to be taken by the Boardof Directors, or any committee thereof, may be taken without a meeting if all members of theBoard or ofsuch committee, as thecase may be, shall individually or collectively consent in writing tosuch action. Such written consent or consents shall be filed withthe minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 2.9. Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors for services in any capacity.

ARTICLE III

Executive and Other Committees

Section 3.1. Executive and Other Committees of Directors.The Board of Directors, by resolution adopted by amajority of the authorizednumber ofdirectors, may designate anexecutive committee and other committees, each consisting of two ormore directors, to serve at the pleasure of the Board, and each of which, to the extent provided in the resolution shall have all the authority of theBoard, exceptthat nosuch committee shall have power or authority with respectto thefollowing matters:

(1) The approvalof any action for which the California General Corporation Lawalso requires the approval ofthe shareholders or ofthe outstanding shares;

(2) The filling of vacancies in the Board or inany committee thereof;

(3) The fixing of compensation of thedirectors forserving on the Board or on anycommittee thereof;

(4) The amendment or repeal of the by-laws, orthe adoption ofnew by-laws;

(5)The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable orrepealable;

(6)The making of distributions to shareholders, except at a rate or ina periodic amount or within a price range setforth in the articles or determinedby the Board ofDirectors;

(7) The appointment of other committees of the Board or the members thereof;

(8)The removal or indemnification of any director; or

(9) The changing of the number of authorized directors on theBoard.

The Board of Directors may designate one ormore directors as alternate members of any suchcommittee, who may replace any absent member or members at any meeting of such committee.

Unless the Boardof Directors otherwise provides, eachcommittee designated bythe Board may adopt, amend and repeal rules for the conduct ofits business. In the absence of a provision by the Board ofDirectors ora provision in the rules of such committee to the contrary, each committeeshall conductits businessin the same manneras the Board ofDirectors conducts its business pursuantto Article II of these by-laws.

ARTICLE IV

Section 4.1. Officers; Election. As soon as practicable after the annual meeting of shareholders in each year, the Board of Directors shall elect a President, a Treasurer and a Secretary. The Board may also elect one or more Vice Presidents, one or more Assistant Secretaries, and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

Section 4.2. Term of Office; Resignation: Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of the shareholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the Chairman of the Board or the Secretary of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessaryto make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual. rights of such officer, if any, with the corporation, but the election of an officer shall not of itself create contractual rights. Any vacancyoccurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.3. Powers and Duties. The officers of the corporation shall have such powers and duties in the management of the corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which, is not inconsistent with these by-laws and, to the extent not sostated, as generally pertain totheir respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the shareholders, the Board Directors and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE V

Forms of Certificates; Loss

and Transfer of Shares

Section 5.1. Forms of Certificates. Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by (1) the President, any Vice President, Chairman of the Board or Vice Chairman, and (2) by the Chief Financial Officer, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, of the corporation, certifying the number of shares and the class or series of shares owned by such shareholder. If such certificate is manually signed by one officeror manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, relative or other special rights, qualifications, restrictions and limitations of each class or series shall be set forth in full or summarized on the face or back of the certificate representing such class or series of stock, provided that in lieu of the foregoing, there may beset forth on the back or face of the certificate a statement that the Corporation will furnish without chargeto each stockholder who requests the powers, designations, preferences, relative or other special rights, qualifications, restrictions and limitations of such class or series.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the ownerof the lost, stolen  or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Records and Reports

Section 6.1 Shareholder Records. The corporation shall keep at its principal executive office or at the office of its transfer agent or registrar a record of the names and addresses of all shareholders and the number and class of shares held by each shareholder.

Section 6.2 By-laws. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the by-laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish that shareholder a copy of the by-laws as amended to date.

Section 6.3. Minutes and Accounting Records. The minutes of proceedings of the shareholders, the Board of Directors, and committees of the Board, and the accounting books and records shall be kept at the principal executive office of the corporation, or at such other place orplaces as designated by the Board of Directors. The minutes shall be kept in written form, and the accounting books and records shall be kept

either in written form or in a form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary of the corporation.

Section 6.4. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney the right of inspection includes the right to copy and make extracts of documents.

Section 6.5. Annual Report to Shareholders. Inasmuch as, and for as long as, there are fewer than 100 shareholders, the requirement of an annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived. However, nothing in this provision shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders, as the Board considers appropriate.

If at any time and for as long as, the number of shareholders shall exceed 100, the Board of Directors shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year adopted by the corporation. This report shall be sent at least 15 days (if third-class mail is used, 35 days) before the annual meeting of shareholders to be held during the next fiscal year and in the manner specified for giving notice to shareholders in these by-laws. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and a statement of changes in financial position for the fiscal year prepared in accordance with generally accepted accounting principles applied on a consistent basis and accompanied by any report of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the corporation's books and records.

Section 6.6.Financial Statements. The corporation shall keep a copy of each annual financial statement, quarterly or other periodic income statement, and accompanying balance sheets prepared by the corporation on file in the corporation’s principal office for 12 months: these documents shall be exhibited at all reasonable times, or copies provided, to any shareholder on demand.

Section 6.7. Form of Records. Any records maintained by the corporation in the regular course of its business, with the exception of minutes of the proceedings of the shareholders, and of the Board of Directors and its committees, but including the corporation's stock ledger and books of account, may be kept on, or be in the form of magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

ARTICLE VII

Miscellaneous

Section 7. 1 Principal Executive or Business Offices. The Board of Directors shall fixthe location of the principal executive office of the corporation at any place either within or without the State of California. If the principal executive office is located outside California and the corporation has one or more business offices in California, the Board shall designate one of these offices as the corporation's principal business office in California.

Section 7.2. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

Section 7.3. Seal. The corporation may have a corporate seal which shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or afacsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7.4. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or between the corporation and any other corporation, firm orassociation in which one or more of its directors are directors, or have a financial interest, shall be void or voidable solely for this reason, or solely because such director or directors are present at the meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are fully disclosed or are known to the shareholders and such contract or transaction is approved by the shareholders in good faith with the shares owned by the interested director or directors not being entitled to vote thereon; (2) the material facts as to his or her relationship or interest and as to the contract or transaction are fully disclosed or are known to the Board or the committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the interested director w directors and the contract or transaction is just and reasonable as to the corporation at the time it was authorized, approved or ratified; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 7.5.Indemnification. The corporation shall have the power to indemnify, to the maximum extent and in the manner permitted by the California General Corporation Law (the "Code"), each of its directors, officers, employees and agents against expenses (as defined in subdivision (a) of Section 317 of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in subdivision (a) of Section 317 of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 7.5, a "director" or "officer" of the corporation includes any person (i) who is or was a director or officer of the corporation, (ii) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in subdivision (a) of Section 317 of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in subdivision (a) of Section 317 of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 7.5, an "employee" or "agent" of the corporation includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 7.6. Amendment of By-Laws. To the extent permitted by law these by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors. The shareholders entitled to vote, however, retain the right to adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

EX-3.3

Exhibit 3.3

MySkin, Inc.

Charter

of the

Audit Committee of the Board of Directors

The Board of Directors (the “Board”) of MySkin, Inc. (the “Company”), hereby confirms the role of the Audit Committee (the “Committee”) to advise the Board with respect to fulfilling its oversight responsibilities relating to corporate accounting, financial reporting practices, and the quality and integrity of the financial reports of the Company.

I.        PURPOSE

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to corporate accounting, financial reporting practices, and the quality and integrity of the financial reports of the Company by:

1.        reviewing the financial reports and other financial and related information provided by the Company to the Securities and Exchange Commission or the public;

2.        reviewing the Company’s system of internal controls regarding finance, accounting, legal compliance and code of business conduct that management and the Board have established;

3.        reviewing the Company’s auditing, accounting and financial reporting processes;

4.        reviewing and appraising with management the audit efforts of the Company’s independent accountants; and

5.        providing an open avenue of communication among the independent accountants, financial and senior management, the internal auditing department and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of the Charter.

II.        COMPOSITION

The Audit Committee shall be comprised of two or more directors as determined by the Board, one of whom shall be selected by the Board as Chairman.  Members of the Committee shall be non-employee Directors, each of whom shall be a disinterested person within the meaning of Section 10A(m) of the Securities Exchange Act of 1934, as from time to time amended (the “Exchange Act”), Rule 10A-3 thereunder and Rule 16b-3(c)(2) under the Exchange Act, an “independent director” as defined in Rule 4350 of the National Association of Securities Dealers, Inc., and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.  The members of the Audit Committee shall meet the experience requirements of the Exchange Act and each stock exchange on which the Company’s common stock may from time to time be traded.  The members of the Audit Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified.  Unless a Chairperson is elected by the full Board, the members of the Audit Committee may designate a Chairperson by majority vote of the full Audit Committee membership.

III.                   MEETINGS

The Audit Committee shall meet at least four times annually, or more frequently  as circumstances dictate.  As part of its job to foster open communication, the Audit Committee should meet at least annually with management, the internal auditing department and the independent accountants separately to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately.

IV.                   RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Document/Reports Review

1.        Review and reassess, at least annually, the adequacy of this Charter.  Make recommendations to the Board, as conditions dictate, to update this Charter.

2.        Review with management and independent accountants the Company’s annual financial statements included in the Form 10-KSB prior to its filing and prior to the release of earnings, including major issues regarding accounting and auditing principles and practices as well as the adequacy of the Company’s internal controls that could significantly affect the Company’s financial statements.  Discuss with the independent accountants the matters required to be discussed by Statement of Auditing Standards No. 61, as amended.

3.        Review with management and the independent accountants the Company’s quarterly financial statements included in the Form 10-QSB prior to its filing and prior to the release of earnings.  The Chairperson of the Audit Committee may represent the entire Audit Committee for purposes of this review.

4.        Review with the independent accountants the recommendations included in their management letter, if any, and their observations regarding the Company’s financial and accounting procedures.  On the basis of this review make recommendations to the Board for any changes that seem appropriate.  Review any changes required in the planned scope of the audit and the internal auditing department’s responsibilities, budget and staffing.

Independent Accountants

5.        Review the performance of the independent accountants and make all determinations regarding the appointment or termination of the independent accountants.  The Committee has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent accountants.  The independent accountants are ultimately accountable and shall report directly to the Committee for such accountant’s review of the financial statements and internal controls for the Company.  The fees to be paid to the independent accountants for auditing and non-auditing activities shall be reviewed and approved by the Committee.  On an annual basis, the Committee shall review and discuss with the accountants all significant relationships that the accountants have with the Company to determine the accountants’ independence.

6.        Oversee independence of the accountants by:

§   receiving from the accountants, on a periodic basis, a formal written statement delineating all relationships between the accountants and the Company consistent with Independence Standards Board Standard 1;

§   reviewing, and discussing, with the Board, if necessary, and the accountants, on a periodic basis, any disclosed relationships or services between the accountants and the Company or any other disclosed relationships or services that may impact the objectivity and independence of the accountants; and

§   take necessary action to satisfy itself of the accountants’ independence.

7.        Pre-approve all auditing and non-auditing services to be provided by the accountants to the Company.  Non-auditing services need not be pre-approved if:

§   amounts for all non-audit services aggregate less than five percent of the amounts paid for audit services during the fiscal year; and

§   the non-audit services were not believed to be non-audit services at the time of engaging the services; and

§   such non-audit services are brought to the attention of the Committee and approved by the Committee prior to completion of the audit for the fiscal year; and

Financial Reporting Process

8.        In consultation with management and the independent accountants review the integrity of the Company’s financial reporting processes, both internal and external.

9.        Establish regular systems of reporting to the Audit Committee by management and the independent accountants regarding any significant financial reporting issues and judgments made in connection with management’s preparation of the financial statements and any significant difficulties encountered by the independent accountants during the course of its review or audit, including any restrictions on the scope of work or access to required information.

10.                   Review and resolve any disagreement among management and the independent accountants in connection with the preparation of the financial statements.

11.                   Consider and approve, if appropriate, major changes to the Company’s auditing and accounting principles and practices as suggested by the independent accountants or management.  Review with the independent accountants and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented.

12.                   Meet with the independent accountants prior to the annual audit to review the planning and staffing of the audit.

13.                   Meet periodically with management to review the Company’s major financial risk exposures and steps management has taken to monitor and control such exposures.

Legal Compliance/General

14.                   Review, at least on an annual basis, with the Company’s counsel any legal matter that could have a significant impact on the Company’s financial statements, the Company’s compliance policies, and any material reports or inquiries received from regulators or governmental agencies.

15.                   Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including means for confidential and anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

16.                   Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations.

17.                   Review the appointment and replacement of internal auditing personnel, review reports to management prepared by the internal auditing department and management’ s responses, and review cooperation of the internal auditing department with the independent auditors.

18.                   Retain independent counsel and other advisers the Committee deems necessary to carry out its duties.

19.                   Report through its Chairperson to the Board following meetings of the Audit Committee.

20.                   Maintain minutes or other records of meeting and activities of the Audit Committee.

Following receipt of any reports of the Committee based upon reviews undertaken pursuant to the provisions hereof and recommendations in connection therewith, the Board may accept, reject or modify such reports or recommendations.  Nothing herein contained shall prevent the Board from taking action with respect to the matters described herein without such matters having first been considered by the Committee.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.  This is the responsibility of management and the independent accountants.

EX-5.1

Exhibit 5.1

April 28, 2009

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:           MySkin, Inc.

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by MySkin, Inc., a California corporation (the “Company”), of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission pursuant to which the Company is registering under the Securities Act of 1933, as amended, 210,000 shares of Common Stock, par value $0.001 (the “Shares”). The Shares were issued to the selling security holders identified in the table appearing in the prospectus under the heading “Selling Security Holders.”

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following documents:

(1)                   The Registration Statement.

(2)                   Form of Private Placement memorandum dated as of February 21, 2008 and related Subscription Agreement.

(3)                   A copy of the Company’s Articles of Incorporation (“Articles”).

(4)                   A copy of the Company’s Bylaws, certified to us by the Company in the Officer’s Certificate as being complete and accurate (“Bylaws”).

(5)                   Minutes of meetings and actions by written consent of the Company’s Board of Directors (and committees thereof) relating to the private placement, and the adoption of the Articles and Bylaws, which were certified to us by the Company in the Officer’s Certificate as being complete and accurate.

(6)                   An Officer’s Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Officer’s Certificate”).

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and such additional examination as we consider relevant to this opinion and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and such additional examination. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters; however we are not aware of any facts that would cause us to believe that the opinion expressed herein is not accurate.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal competence or capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document entered into by the Selling Security Holders and the due authorization, execution and delivery of all documents by the Selling Security Holders where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and all applicable provisions of the constitution, statutory laws and all reported judicial decisions interpreting those laws of the State of California.

In connection with our opinion expressed below, we have assumed that, at or before the time of any disposition of Shares pursuant to the Registration Statement, the Registration Statement will have been declared effective under the Securities Act, that the registration will apply to such disposition of Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity or issuance of such shares or their status as fully paid and nonassessable.

The Company has informed us that the Selling Security Holders may dispose Shares from time to time on a delayed or continuous basis.  In connection with our opinion expressed below, we have assumed that the Shares will be sold in the manner described in the Registration Statement and that the Company will timely file any and all supplements to the Registration Statement and prospectus as are necessary to comply with applicable laws in effect from time to time.  This opinion is limited to the laws, including the rules and regulation, as in effect on the date hereof.

In rendering any opinion that the Shares are "fully paid," we have assumed that such shares were issued, in accordance with the terms of the Private Placement Memorandum, resolutions of the Board of Directors or the Articles (as applicable), and that the Company has received full consideration for the issuance of such shares, and we have relied solely, without independent investigation, upon the representation of the Company to that effect in the Officer’s Certificate referred to above.

Based upon the foregoing, it is our opinion that:

(1) The Company is validly existing and in good standing under the laws of the State of California; and

(2) The Shares issued are, and the Shares to be issued will be, validly issued, fully paid and nonassessable.

We acknowledge that we are referred to under the heading “Interests of Named Experts and Counsel” of the prospectus which is part of the Registration Statement and we hereby consent to the use of our name in such Registration Statement. We further consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  We assume no obligation to advise you of any fact, circumstance, event or change in the law or the fact that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.  This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose.

Very truly yours,

/s/ Weintraub Genshlea Chediak          

WEINTRAUB GENSHLEA CHEDIAK

LAW CORPORATION

EX-10.1

Exhibit 10.1

MySkin, Inc.

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1stth  day of December, 2007(the “Effective Date”) by and between MySkin, Inc., a California corporation (the “Company”), and Venor, Inc. (“Consultant”).

WHEREAS, the Company desires to engage Consultant to provide certain services as set forth on Schedule attached hereto and as specified from time to time by the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1.  Engagement.  The Company hereby engages Consultant to perform, using Eric Stoppenhagen ( the “Principal”), those duties set forth in the Schedule attached hereto and such other duties as may be requested from time to time by the Chief Executive Officer or Board  of Directors of the Company. Consultant hereby accepts such engagement upon the terms and subject to conditions set forth in this Agreement.

2.  Compensation.  For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified in the Schedule, subject to the terms and conditions set forth in this Agreement.

3.  Term and Survivability.  The term of this Agreement shall be for a period of one year from the Effective Date.  Notwithstanding the foregoing, Company may terminate this Agreement on or after one month from the Effective Date by providing written advance notice to Consultant and Consultant may terminate this Agreement on or after one month from the Effective Date by one-month’s written advance notice to Company.  In addition, this Agreement may be terminated if either party materially fails to perform or comply with this Agreement or any material provision hereof. Termination shall be effective five (5) days after notice of such material failure to perform or comply with this Agreement or any material provision hereof to the defaulting party if the defaults have not been cured within such five (5) day period.  Upon termination of this Agreement the following sections of this Agreement shall survive such termination:  Sections 3, 5, 6, 7, 8, 10, 12 13 and 20.

4.  Costs and Expenses of Consultant’s Performance.  Except as set forth on the Schedule, all costs and expenses of Consultant’s performance hereunder shall be borne by the Consultant.

5.  Taxes.  As an independent contractor, Consultant acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the payment of compensation to, or the performance of services by Consultant pursuant this Agreement, including, without limitation, any unemployment insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes. The Company shall not make any withholdings or payments of said taxes or assessments with respect to amounts paid to Consultant hereunder; provided, however, that if required by law or any governmental agency, the Company shall withhold such taxes or assessments from amounts due Consultant, and any such withholding shall be for Consultant's account and shall not be reimbursed by the Company to Consultant. Consultant expressly agrees to make all payments of such taxes, as and when the same may become due and payable with respect to the compensation earned under this Agreement.

6.  Confidentiality.  Consultant agrees that Consultant will not, except when required by applicable law or order of a court, during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known, learned or acquired by the Consultant during the period of the Consultant's engagement by the Company.  For purposes of this Agreement, "Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any of its affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training, financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed by Consultant hereunder.  For purposes of this Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company's business or in the business of any of its affiliates.  Any information of the Company or any of its affiliates which is not readily available to the public shall be considered to be a Trade Secret unless the Company advises Consultant in writing otherwise. Consultant acknowledges that all of the Confidential Information is proprietary to the Company and is a special, valuable and unique asset of the business of the Company, and that Consultant's past, present and future engagement by the Company has created, creates and will continue to create a relationship of confidence and trust between the Consultant and the Company with respect to the Confidential Information.  Furthermore, Consultant shall immediately notify the Company of any information which comes to its attention which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In such event, Consultant shall take all reasonable steps within its power to limit the scope of such loss.

7.    Return of the Company’s Proprietary Materials.  Consultant agrees to deliver promptly to the Company on termination of this Agreement for whatever reason, or at any time the Company  may so request, all documents, records, artwork, designs, data, drawings, flowcharts, listings, models, sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies, summaries, records, descriptions, modifications, drawings or adaptations of such materials which Consultant may then possess or have under its control.  Concurrently with the return of such proprietary materials to the Company, Consultant agrees to deliver to the Company such further agreements and assurances to ensure the confidentiality of proprietary materials.  Consultant further agrees that upon termination of this Agreement, Consultant's, employees, consultants, agents or independent contractors shall not retain any document, data or other material of any description containing any Confidential Information or proprietary materials of the Company.

8.   Assignment of Proprietary Rights.  Other than the Proprietary Rights listed on the Schedule attached hereto, if any, Consultant hereby assigns and transfers to the Company all right, title and interest that Consultant may have, if any, in and to all Proprietary Rights (whether or not patentable or copyrightable) made, conceived, developed, written or first reduced to practice by Consultant, whether solely or jointly with others, during the period of Consultant's engagement by the Company which relate in any manner to the actual or anticipated business or research and development of the Company, or result from or are suggested by any task assigned to Consultant or by any of the work Consultant has performed or may perform for the Company.

Consultant acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals related thereto that Consultant develops or prepares for the Company during the period of Consultant's engagement by the Company and that such work by Consultant shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws. Other than the Proprietary Rights listed on the Schedule attached hereto, Consultant represents and covenants to the Company that there are no Proprietary Rights relating to the Company's business which were made by Consultant prior to Consultant's engagement by the Company. Consultant agrees promptly to disclose in writing to the Company all Proprietary Rights in order to permit the Company to claim rights to which it may be entitled under this Agreement.  With respect to all Proprietary Rights which are assigned to the Company pursuant to this Section 8, Consultant will assist the Company in any reasonable manner to obtain for the Company's benefit patents and copyrights thereon in any and all jurisdictions as may be designated by the Company, and Consultant will execute, when requested, patent and copyright applications and assignments thereof to the Company, or other persons designated by the Company, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement. Consultant will further assist the Company in every way to enforce any patents, copyrights and other Proprietary Rights of the Company.

9.  Trade Secrets of Others.  Consultant represents to the Company that its performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information or trade secrets acquired by Consultant in confidence or in trust prior to its engagement by the Company, and Consultant will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to others. Consultant agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.

10.  Other Obligations.  Consultant acknowledges that the Company, from time to time, may have agreements with other persons which impose obligations or restrictions on the Company regarding proprietary rights made or developed during the course of work hereunder or regarding the confidential nature of such work. Consultant agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company hereunder.

11.  Independent Contractor.  Consultant shall not be deemed to be an employee or agent of the Company for any purpose whatsoever. Consultant shall have the sole and exclusive control over its employees, consultants or independent contractors who provide services to the Company, and over the labor and employee relations policies and policies relating to wages, hours, working conditions or other conditions of its employees, consultants or independent contractors.

12. Non-Solicit. Consultant will not, during the term this Agreement and for one year thereafter, directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) with or through any individual or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time during the twelve-month period immediately prior to the termination of this Agreement for any reason, an employee of the Company, or otherwise seek to adversely influence or alter such individual's relationship with the Company; or (ii) solicit or encourage any individual or entity that is, or was during the twelve-month period immediately prior to the termination of this Agreement for any reason, a customer or vendor of the Company to terminate or otherwise alter his, her or its relationship with the Company or any of its affiliates.  Section 12 does not apply to individuals or entities know to the Consultant previous to the Effective Date.

13. Equitable Remedies.  In the event of a breach or threatened breach of the terms of this Agreement by Consultant, the parties hereto acknowledge and agree that it would be difficult to measure the damage to the Company from such breach, that injury to the Company from such breach would be impossible to calculate and that monetary damages would therefore be an inadequate remedy for any breach. Accordingly, the Company, in addition to any and all other rights which may be available, shall have the right of specific performance, injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any actual damage to the Company.

14. Governing Law.  This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of California. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating to this Agreement are the Municipal and Superior Courts for the County of Orange, California or the Federal District Court for the Central District of California and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in Orange County, California.

 15.  Entire Agreement: Modifications and Amendments.  The terms of this Agreement are intended by the parties as a final expression of their agreement with respect-to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The Schedule referred to in this Agreement is incorporated into this Agreement by this reference. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted herein.

16.  Attorneys Fees.  Should any party institute any action or proceeding to enforce this Agreement or any provision hereof, or for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.

17. Prohibition of Assignment.  This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.  Company consents to the assignment of this Agreement to Venor Consulting, Inc./LLC when duly formed.

18.  Binding Effect: Successors and Assignment.  This Agreement and the provisions hereof shall be binding upon each of the parties, their successors and permitted assigns.

19.  Validity.  This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.

20. Indemnification.  MySkin shall indemnify, defend and hold harmless Consultant from and against any and all liability, loss, damage, expense, claims or suits arising out of: (i) MySkin’s breach of this Agreement, including any representations warranty contained herein; or (ii) the Services provided by Consultant, provided such claim does not in any manner arise from Consultant’s grossly negligent or willful act or omission. Additionally, Consultant will be covered under the Director’s and Officer’s policy of the Company.  The Company will provide evidence of coverage to the Consultant. 

 21.  Notices.  All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by Federal Express or other similar courier service to the parties at the following addresses or (at such other address for the party as shall be specified by like notice)

(i)  If to the Company:

MySkin, Inc.

1328 W. Balboa Blvd. Suite C

Phone: (949) 209-8953

Attn: Marichelle Stoppenhagen

(ii) If to the Consultant:

Venor, Inc.

1328 West Balboa

Apt “C”

Newport Beach, CA 92663

Attn: Eric Stoppenhagen

Any such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed, as the case may be.

IN WITNESS WHEREOF, the parties hereto have executed this Consulting, Confidentiality, and Proprietary Rights Agreement as of the Effective Date written above.

Venor, Inc.

By: /s/ ERIC STOPPENHAGEN

Eric Stoppenhagen

President

MySkin, Inc.

By: /s/ MARICHELLE STOPPENHAGEN

Name: Marichelle Stoppenhagen

Title: President

 Schedule

TITLE, DUTIES AND OPERATIONAL RESPONSIBILITIES:

1. Title and Operational Responsibilities

§        Shall consult on financial matters.

§        Consultant shall report jointly to the Chairman of the Board and the Audit Committee.

2.           SCHEDULE AND COMITTMENT OF TIME:

Consultant is expected to no less than 40 hours per month to activities related to the Company.

3.           REPORTING SCHEDULE:

Consultant shall report regularly, and not less frequent than once per week, to the Company his actions on behalf of the Company.

4.           COMPENSATION AND PAYMENT TERMS:

Consultant shall be paid five thousand dollars ($5,000) per month on the 1st day of each month.  Such payment shall be pro-rated should the Agreement terminated prior to the expiration of the payment period in which the Agreement terminates.

5           EXPENSES:

Company agrees to reimburse Consultant for other reasonably necessary travel expenses. However, should such expenses exceed $1,500 in any given calendar month; such expenses shall be pre-approved in advance by Company in order to qualify to reimbursement. An email authorization by an officer of Company shall be deemed a valid approval.

EX-10.2

Exhibit 10.2

MySkin, Inc.

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1stth  day of December, 2007(the “Effective Date”) by and between MySkin, Inc., a California corporation (the “Company”), and Marichelle Stoppenhagen (“Consultant”).

WHEREAS, the Company desires to engage Consultant to provide certain services as set forth on Schedule attached hereto and as specified from time to time by the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1.  Engagement.  The Company hereby engages Consultant to perform, using Marichelle Stoppenhagen ( the “Principal”), those duties set forth in the Schedule attached hereto and such other duties as may be requested from time to time by the Chief Executive Officer or Board  of Directors of the Company. Consultant hereby accepts such engagement upon the terms and subject to conditions set forth in this Agreement.

2.  Compensation.  For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified in the Schedule, subject to the terms and conditions set forth in this Agreement.

3.  Term and Survivability.  The term of this Agreement shall be for a period of one year from the Effective Date.  Notwithstanding the foregoing, Company may terminate this Agreement on or after one month from the Effective Date by providing written advance notice to Consultant and Consultant may terminate this Agreement on or after one month from the Effective Date by one-month’s written advance notice to Company.  In addition, this Agreement may be terminated if either party materially fails to perform or comply with this Agreement or any material provision hereof. Termination shall be effective five (5) days after notice of such material failure to perform or comply with this Agreement or any material provision hereof to the defaulting party if the defaults have not been cured within such five (5) day period.  Upon termination of this Agreement the following sections of this Agreement shall survive such termination:  Sections 3, 5, 6, 7, 8, 10, 12 13 and 20.

4.  Costs and Expenses of Consultant’s Performance.  Except as set forth on the Schedule, all costs and expenses of Consultant’s performance hereunder shall be borne by the Consultant.

5.  Taxes.  As an independent contractor, Consultant acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the payment of compensation to, or the performance of services by Consultant pursuant this Agreement, including, without limitation, any unemployment insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes. The Company shall not make any withholdings or payments of said taxes or assessments with respect to amounts paid to Consultant hereunder; provided, however, that if required by law or any governmental agency, the Company shall withhold such taxes or assessments from amounts due Consultant, and any such withholding shall be for Consultant's account and shall not be reimbursed by the Company to Consultant. Consultant expressly agrees to make all payments of such taxes, as and when the same may become due and payable with respect to the compensation earned under this Agreement.

6.  Confidentiality.  Consultant agrees that Consultant will not, except when required by applicable law or order of a court, during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known, learned or acquired by the Consultant during the period of the Consultant's engagement by the Company.  For purposes of this Agreement, "Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any of its affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training, financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed by Consultant hereunder.  For purposes of this Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company's business or in the business of any of its affiliates.  Any information of the Company or any of its affiliates which is not readily available to the public shall be considered to be a Trade Secret unless the Company advises Consultant in writing otherwise. Consultant acknowledges that all of the Confidential Information is proprietary to the Company and is a special, valuable and unique asset of the business of the Company, and that Consultant's past, present and future engagement by the Company has created, creates and will continue to create a relationship of confidence and trust between the Consultant and the Company with respect to the Confidential Information.  Furthermore, Consultant shall immediately notify the Company of any information which comes to its attention which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In such event, Consultant shall take all reasonable steps within its power to limit the scope of such loss.

 7.    Return of the Company’s Proprietary Materials.  Consultant agrees to deliver promptly to the Company on termination of this Agreement for whatever reason, or at any time the Company  may so request, all documents, records, artwork, designs, data, drawings, flowcharts, listings, models, sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential Information and any other documents of a confidential nature belonging to the Company, including all copies, summaries, records, descriptions, modifications, drawings or adaptations of such materials which Consultant may then possess or have under its control.  Concurrently with the return of such proprietary materials to the Company, Consultant agrees to deliver to the Company such further agreements and assurances to ensure the confidentiality of proprietary materials.  Consultant further agrees that upon termination of this Agreement, Consultant's, employees, consultants, agents or independent contractors shall not retain any document, data or other material of any description containing any Confidential Information or proprietary materials of the Company.

8.   Assignment of Proprietary Rights.  Other than the Proprietary Rights listed on the Schedule attached hereto, if any, Consultant hereby assigns and transfers to the Company all right, title and interest that Consultant may have, if any, in and to all Proprietary Rights (whether or not patentable or copyrightable) made, conceived, developed, written or first reduced to practice by Consultant, whether solely or jointly with others, during the period of Consultant's engagement by the Company which relate in any manner to the actual or anticipated business or research and development of the Company, or result from or are suggested by any task assigned to Consultant or by any of the work Consultant has performed or may perform for the Company.

Consultant acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals related thereto that Consultant develops or prepares for the Company during the period of Consultant's engagement by the Company and that such work by Consultant shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws. Other than the Proprietary Rights listed on the Schedule attached hereto, Consultant represents and covenants to the Company that there are no Proprietary Rights relating to the Company's business which were made by Consultant prior to Consultant's engagement by the Company. Consultant agrees promptly to disclose in writing to the Company all Proprietary Rights in order to permit the Company to claim rights to which it may be entitled under this Agreement.  With respect to all Proprietary Rights which are assigned to the Company pursuant to this Section 8, Consultant will assist the Company in any reasonable manner to obtain for the Company's benefit patents and copyrights thereon in any and all jurisdictions as may be designated by the Company, and Consultant will execute, when requested, patent and copyright applications and assignments thereof to the Company, or other persons designated by the Company, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement. Consultant will further assist the Company in every way to enforce any patents, copyrights and other Proprietary Rights of the Company.

9.  Trade Secrets of Others.  Consultant represents to the Company that its performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information or trade secrets acquired by Consultant in confidence or in trust prior to its engagement by the Company, and Consultant will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to others. Consultant agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.

10.  Other Obligations.  Consultant acknowledges that the Company, from time to time, may have agreements with other persons which impose obligations or restrictions on the Company regarding proprietary rights made or developed during the course of work hereunder or regarding the confidential nature of such work. Consultant agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company hereunder.

11.  Independent Contractor.  Consultant shall not be deemed to be an employee or agent of the Company for any purpose whatsoever. Consultant shall have the sole and exclusive control over its employees, consultants or independent contractors who provide services to the Company, and over the labor and employee relations policies and policies relating to wages, hours, working conditions or other conditions of its employees, consultants or independent contractors.

12. Non-Solicit. Consultant will not, during the term this Agreement and for one year thereafter, directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) with or through any individual or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time during the twelve-month period immediately prior to the termination of this Agreement for any reason, an employee of the Company, or otherwise seek to adversely influence or alter such individual's relationship with the Company; or (ii) solicit or encourage any individual or entity that is, or was during the twelve-month period immediately prior to the termination of this Agreement for any reason, a customer or vendor of the Company to terminate or otherwise alter his, her or its relationship with the Company or any of its affiliates.  Section 12 does not apply to individuals or entities know to the Consultant previous to the Effective Date.

13. Equitable Remedies.  In the event of a breach or threatened breach of the terms of this Agreement by Consultant, the parties hereto acknowledge and agree that it would be difficult to measure the damage to the Company from such breach, that injury to the Company from such breach would be impossible to calculate and that monetary damages would therefore be an inadequate remedy for any breach. Accordingly, the Company, in addition to any and all other rights which may be available, shall have the right of specific performance, injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any actual damage to the Company.

14. Governing Law.  This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of California. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating to this Agreement are the Municipal and Superior Courts for the County of Orange, California or the Federal District Court for the Central District of California and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in Orange County, California.

15.  Entire Agreement: Modifications and Amendments.  The terms of this Agreement are intended by the parties as a final expression of their agreement with respect-to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The Schedule referred to in this Agreement is incorporated into this Agreement by this reference. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted herein.

16.  Attorneys Fees.  Should any party institute any action or proceeding to enforce this Agreement or any provision hereof, or for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such action or proceeding.

17. Prohibition of Assignment.  This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.  Company consents to the assignment of this Agreement to Venor Consulting, Inc./LLC when duly formed.

18.  Binding Effect: Successors and Assignment.  This Agreement and the provisions hereof shall be binding upon each of the parties, their successors and permitted assigns.

19.  Validity.  This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.

20. Indemnification.  MySkin shall indemnify, defend and hold harmless Consultant from and against any and all liability, loss, damage, expense, claims or suits arising out of: (i) MySkin’s breach of this Agreement, including any representations warranty contained herein; or (ii) the Services provided by Consultant, provided such claim does not in any manner arise from Consultant’s grossly negligent or willful act or omission. Additionally, Consultant will be covered under the Director’s and Officer’s policy of the Company.  The Company will provide evidence of coverage to the Consultant. 

21.  Notices.  All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by Federal Express or other similar courier service to the parties at the following addresses or (at such other address for the party as shall be specified by like notice)

(i)  If to the Company:

MySkin, Inc.

1328 W. Balboa Blvd. Suite C

Phone: (949) 209-8953

Attn: President

(ii) If to the Consultant:

Marichelle Stoppenhagen

1328 West Balboa

Apt “C”

Newport Beach, CA 92663

Attn: Marichelle Stoppenhagen

Any such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed, as the case may be.

IN WITNESS WHEREOF, the parties hereto have executed this Consulting, Confidentiality, and Proprietary Rights Agreement as of the Effective Date written above.

Marichelle Stoppenhagen

By: /s/ MARICHELLE STOPPENHAGEN

MySkin, Inc.

By: /s/ MARICHELLE STOPPENHAGEN

Name: Marichelle Stoppenhagen

Title: President

Schedule

TITLE, DUTIES AND OPERATIONAL RESPONSIBILITIES:

Title and Operational Responsibilities

• Consultant will have the title of President.
• Consultant shall perform various advanced skin care services as requested.

2.           SCHEDULE AND COMITTMENT OF TIME:

Consultant is expected to no less than 40 hours per month to activities related to the Company.

3.           REPORTING SCHEDULE:

Consultant shall report regularly, and not less frequent than once per week, to the Company her actions on behalf of the Company.

4.           COMPENSATION AND PAYMENT TERMS:

Consultant shall be paid sixty-five dollars ($65.00) per hour starting February 1, 2008.  Consultant shall invoice the Company and Company shall pay Consultant within 15 days of receipt of the invoice.  Such payment shall be pro-rated should the Agreement terminated prior to the expiration of the payment period in which the Agreement terminates.

5           EXPENSES:

Company agrees to reimburse Consultant for other reasonably necessary travel expenses. However, should such expenses exceed $1,500 in any given calendar month; such expenses shall be pre-approved in advance by Company in order to qualify to reimbursement. An email authorization by an officer of Company shall be deemed a valid approval.

EX-10.3

Exhibit 10.3

THIS REVOLVING PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

______________________________________________________________________________

$100,000 As of September 5, 2008

 Orange County, California

REVOLVING PROMISSORY NOTE

In consideration of such advances (hereinafter “Advance” or “Advances”) as Venor, Inc., or its assigns (collectively, “Holder”), from time to time may make hereon to or for the benefit of MYSKIN, INC., a California corporation (the “Company”), at such other place as the parties may mutually agree, pursuant to the Revolving Credit Commitment, as defined below, up to the maximum aggregate principal amount of One Hundred Thousand U.S. Dollars ($100,000) (the “Maximum Aggregate Amount”), the Company hereby promises to pay to Holder the principal amount of all Advances, together with accrued interest thereon from the date of such Advances, all subject to the terms and conditions set forth below.

Revolving Credit Commitment.

Advances.  The Holder agrees to make Advances to the Company from time to time during the Revolving Credit Commitment Period, as defined below, in an aggregate principal amount at any one time outstanding which does not exceed the Maximum Aggregate Amount (the “Revolving Credit Commitment”).  During the Revolving Credit Commitment Period, the Company may use the Revolving Credit Commitment by borrowing, prepaying any Advances in whole or in part, and re-borrowing, all in accordance with the terms and conditions hereof.

Interest.  Interest shall accrue from the date of any Advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.

Revolving Credit Commitment Period.  The revolving credit commitment period (the “Revolving Credit Commitment Period”) shall commence as of the date hereof and shall expire on March 31, 2009 (the “Expiration Date”).

Procedure for Revolving Credit Advances.

The Company may request Advances under the Revolving Credit Commitment during the Revolving Credit Commitment Period on any day of the week, Monday through Friday, 9 a.m. through 5 p.m., Pacific Time, (hereinafter referred to as any “Business Day” or “Business Days”), provided that the Company shall give the Holder irrevocable notice (which notice must be received by the Holder prior to 12:00 Noon, Pacific Time) one (1) Business Day prior to the requested Advance date, specifying (i) the amount of the Advance, and (ii) the requested Advance date.  Each Advance under the Revolving Credit Commitment shall be in an amount equal to $5,000 or a whole multiple of $5,000 in excess thereof.  Upon receipt of any such notice from the Company, the Holder will make the amount of the Advance available prior to 12:00 Noon, Pacific Time, on the Advance date requested by the Company in funds immediately available to the Company.

The Holder shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to the Holder resulting from each Advance from time to time, including the amounts of principal and interest payable and paid to the Holder from time to time under this Note.  The parties acknowledge and agree that as of the date hereof, an aggregate principal amount of $65,000 in Advances is outstanding.

Repayment Procedure.

General.  Repayment on any Advances shall be made in lawful tender of the United States.  Any payments on this Note made during the Revolving Credit Commitment Period, as defined below, shall be credited first to any interest due and the remainder to principal.

Repayment of Principal and Interest.  All outstanding and unpaid principal, and all outstanding and accrued unpaid interest, shall become due and payable on and as of the Expiration Date.

Optional Prepayment.  The Company may, at any time and from time to time and without penalty, prepay all or any portion of the accrued and unpaid interest on this Note and any outstanding principle amount of this Note.

Transfers.

Holder acknowledges that this Note has not been registered under the Securities Act of 1933, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note in the absence of (i) an effective registration statement under the Securities Act as to this Note and registration or qualification of this Note under any applicable Blue Sky or state securities laws then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Subject to the provisions of Section 5.1 hereof, this Note and all rights hereunder are transferable, in whole or in part, upon surrender of the Note with a properly executed assignment, in the form prescribed by the Company, at the principal office of the Company; provided, however, that this Note may not be transferred in whole or in part without the prior written consent of the Company.

Until any transfer of this Note is made in the Note register, the Company may treat the registered Holder of this Note as the absolute owner hereof for all purposes; provided, however, that if and when this Note is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

The Company will maintain a register containing the name and address of the registered Holder of this Note.  Any registered Holder may change such registered Holder’s address as shown on the Note register by written notice to the Company requesting such change.

In the discretion of the Company, the Company may condition any transfer of all or any portion of this Note (other than a disposition satisfying the conditions set forth in clause (i) of Section 5.1 above) upon the transferee’s delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the transferee agrees to be bound by the transfer restrictions set forth in this Section 5.

Events of Default.

Events of Default.  The occurrence of any or all of the following events shall constitute an event of default (each, an “Event of Default”) by the Company under this Note:

 (i)           Default by the Company in any payment on this Note after any such payment becomes due and payable; or

 (ii)           Breach by the Company of any material provisions of any agreement between the Company and the Holder; or

 (iii)           The Company shall file a voluntary petition in bank­ruptcy or any petition or answer seeking for itself any reorgan­ization, readjustment, arrangement, composition or similar relief; or shall commence a voluntary case under the federal bankruptcy laws; or shall admit in writing its insolvency or its inability to pay its debts as they become due; or shall make an assignment for the benefit of creditors; or shall apply for, consent to, or acquiesce in the appointment of, or the taking of possession by, a trustee, receiver, custodian or similar official or agent of the Company or of substantially all of its property and shall not be discharged within ninety (90) days; or a petition seeking reorganization, readjustment, arrangement, composition or other similar relief as to the Company under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against the Company and shall be consented to by it or shall remain undismissed for ninety (90) days.

Consequence of Default.  Upon the occurrence of any Event of Default, the Holder shall be held in a first credit position on the entire amount due on this Note, and, this Note shall immediately become due and payable upon written notice from the Holder, and, from the time of the Company’s receipt of such written notice until this Note shall be paid in full, the unpaid outstanding principal balance of this Note shall bear interest at the rate of ten percent (10%) per annum or the legal rate of interest, whichever is lower, (calculated on the basis of a three hundred sixty-five (365) day year for the actual number of days elapsed) (the “Default Rate”).  Moreover, after the occurrence of any such Event of Default, the Holder may proceed to protect and enforce its rights, at law, in equity or otherwise, against the Company.

Payment of Costs and Expenses.  In the event that this Note is placed in the hands of any attorney for collection, or any suit or proceeding is brought for the recovery or protection of the indebtedness hereunder, then and in any such events, the Company shall pay on demand all reasonable costs and expenses of such suit or proceedings incurred by the Holder, including a reasonable attorneys' fee.

Miscellaneous.

Delay.  No extension of time for payment of any amount owing hereunder shall affect the liability of the Company for payment of the indebtedness evidenced hereby.  No delay by the Holder or any holder hereof in exercising any power or right hereunder shall operate as a waiver of any power or right hereunder.

Waiver and Amendment.  No waiver or modification of the terms of this Note shall be valid without the written consent of the Holder.

Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of California as applied to contracts entered into between California residents wholly to be performed in California, without regard to conflict of law principles of such State.

Severability.  In case any provision contained herein (or part thereof) shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other unenforceability shall not affect any other provision (or the remaining part of the affected provision) hereof, but this Note shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent that such provision is invalid, illegal, or unenforceable.

 Notice.  All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given when (i) delivered by email or in person, or (ii) five (5) days after posting in the U.S. mail as registered mail or certified mail, return receipt re­quest­ed, or (iii) delivered by telecopier and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

If to the Company, to:

MySkin, Inc.

Marichelle@myskinmed.com

If to the Holder, to:

Venor, Inc.

estoppenhagen@venorconsulting.com

Attention: President

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by its authorized officer as of the date first above written.

MYSKIN, INC., a California corporation

By:      /s/ MARICHELLE STOPPENHAGEN                                                                                     

Name: Marichelle Stoppenhagen

Title:   President

ACKNOWLEDGED:

Venor, Inc.

By:       /s/ ERIC STOPPENHAGEN                                                                

Name: Eric Stoppenhagen

Title:   President

EX-10.4

Exhibit 10.4

COMMERCIAL LEASE

1.   Parties:

This Commercial Lease Agreement (“Lease is entered into between MySkin, Inc. (“Lessee”) and American Blacktop Inc./ Darrin Wilson (“Lessor”).

2.   Premises:

Lessor rents to Lessee, and Lessee rents from Lessor one Office Situated at: 811 Victoria Street in the City of Costa Mesa, State of California-92627, also described as of which Lessor is the Agent for owner, subject to the terms and conditions in this Agreement.

3.   Term: Six (6) Months

The term of this agreement and the rental associated with said agreement will begin on October 1, 2008. Premises to be delivered on September 16, 2008.

4.   Use: Commercial

Lessee shall use and occupy the premise for the purpose of: Business Related

Notwithstanding the forgoing, Lessee shall not use the premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

5. Payment of Rent:

Lessee will pay to Lessor monthly rent of $ 2,400.00 (Twenty Four Hundred Dollars and 00/100) payable in advance on the first day of each month, except when that day falls on a weekend or legal holiday, in which case rent is due on the next business day.

Payments received after the fifth day of the due date, will be considered late and are subject to a penalty equal to 10% of the monthly rental fee. Rent will be paid in the following manner unless Lessor designates otherwise:

6. Returned Check and Stop Payment:

In each instance that a check offered by Lessee to Lessor for any amount due under this Agreement or in payment of rent is returned for lack of sufficient funds, a “stop payment” or any other reason, a service charge which does not exceed the maximum amount allowed by applicable California law, will be assessed.

7. Security Deposit:

Lessee will pay to Lessor the sum of $ 2,400.00 (Twenty Four Hundred Dollars and 00/100), as a security deposit upon signing this Agreement. Lessee provides to Lessor said Security Deposit for the performance of Lessee’s obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as herein provided. It is expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Lessor’s damages in case of default by Lessee. Unless otherwise provided by mandatory non­waivable law or regulation, Lessor may commingle the Security Deposit with Lessor’s other funds. Lessor may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant, obligation or default of Lessee hereunder. Following any such application of the Security Deposit, Lessee shall pay to Lessor on demand the amount so applied in order to restore the Security Deposit to its original amount. If Lessor transfers Lessor’s interest in the premises during the term of this Lease, Lessor may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit.

8. Return of Security Deposit:

Within 21 days after Lesee has vacated the premises, returned keys and provided Lessor with a forwarding address, Lessor will return the deposit in full or give Lessee an itemized written statements of the reasons for, and the dollar amount of, any of the security deposit retained by Lessor, along with a check for any deposit balance.

9. Default:

If Lessee shall fail to pay rent when due, the Lessor, at his option, may terminate all rights of the Lessee herein after not less than fifteen (15) days written notice of such default given in a manner required by law unless Lessee rectifies or cures the default within the said time. In the event of a default made by Lessee in any of the other covenants or conditions to be kept, observed and performed by Lessee, Lessee shall have thirty (30) days after receipt of written notice thereof to cure such default. In the event that the Lessee shall fail to cure any default within the time allowed under this paragraph, Lessor may declare the term of this Lease ended and terminated by giving Lessee written notice of such intention, and if possession of the premises is not surrendered, Lessor may reenter said premises. Lessor shall have, in addition to the remedy above provided, any other right or remedy available to Lessor on account of any Lessee default, either in law or equity. Lessor shall use reasonable efforts to mitigate its damages.

If Lessee abandons or vacates the premises while in default of the payments of rent, Lessor may consider any property left on the premises to be abandoned and may dispose of the same in any manner allowed by law. If Lessor takes back the premises or if this lease is ended for any default by Lessee, rent for the unexpired term of the lease becomes immediately due and payable. If Lessee vacates the premises, rent is not paid on time or lease is canceled Lessor may use any legal method to take back the premises. Lessor may opt to re-lease premises to a new Lessee for a lower rent applying any rent received to the reduction of money owed by Lessee. In the event, Lessee shall be responsible for Lessor’s cost of rerenting which shall include the cost of advertising, preparation of premises for renting, repairs, broker and/or attorney’s fees. Lessee agrees to waive rights to trial by a jury in any matter or dispute between the parties under or because of this lease. In any proceeding to get possession of premises, Lesee agrees not to delay the legal process with requests for additional time. Lessee waives all rights to return to the premises after possession is returned to Lessor by a court of law. No failure to enforce any term shall be deemed a waiver.

If there is a default with respect to any of Lessor’s covenants, warranties or representations under this Lease, and if the default continues more than fifteen(15) days after notice in writing form Lessee to Lessor specifying the default, Lessee may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until Lessee shall have been fully reimbursed for such expenditures, together of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to Lessee’s receiving full reimbursement, Lessor shall pay the balance not yet reimbursed plus accrued interest to Lessee on demand.

10. Lesse’s Failure to Take Possession:

If, after signing this Agreement, Lessee Fails to take possession of the premises Lessee will still be responsible for Paying rent and complying with all other Terms of this Agreement.

11. Lessor’s Failure to Deliver Possession:

If Lessor is unable to deliver possession of the premises to Lessee for any Reason not within Lessor’s control, Including but not limited to partial or Complete destruction of the premises, Lessee will have the right to terminate this Agreement upon proper notice as required by law. In such event, Lessor’s liability to Lessee will be limited to the return of all sums previously paid by Lessee to Lessor. Lessee agrees to hold Lessor and Lessor’s agents Harmless for loss or damage for any reason not within Lessor’s control. In any case, Lessor’s liability to Lessee will be limited to the return of all sums previously paid by Lessee to Lessor.

12. Condemnation:

If any legally, constituted authority condemns the premises or such part thereof which shall make the premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Lessor and Lessee shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.

13. Eminent Domain:

If the premises or any part thereof or any estate therein, or any other part of the building materially affecting Lessee’s use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent shall be apportioned as of the termination date, and any rent paid for and period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, by Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.

14. Assignment of Agreement and Subletting:

N/A Lessee will not sublet any part of the premises or assign this Agreement without the prior written consent of Lessor. Any such assignment or subletting without consent shall be void and, at the option of the Lessor, may terminate this lease.

15. Violations of Laws:

Lessee, guests and invitees of either Lessee or guests will not use the premises in such a manner that violates any law, ordinance, statutes or requirement of any municipal, state or federal authority now in force, or which may hereafter be in force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee. Lessor shall comply with all laws, orders, ordinances, statutes or requirements now or hereafter affecting the premises.

16. Insurance:

While this Agreement is in effect, Lessor shall keep the premises insured against loss by fire and windstorm, in such amounts as Lessor shall deem appropriate. Lessee shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the premises.

If the premises is damaged by fire or other casualty resulting from any act or negligence of Lessee or any of Lessee’s agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Lessee shall be responsible for the costs of repairs not covered by insurance.

Lessee and Lessor shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in and on the premises with the premiums thereon fully paid on or before the due date, issued by and binding upon some insurance company approved by Lessor, such insurance to afford minimum protection of not less than N/A combined single limit coverage of bodily injury, property damage or combination thereof. Lessor shall be listed as an additional insured on Lessee’s Policy or policies of comprehensive general liability insurance, and Lessee shall provide Lessor with current Certificates of Insurance evidencing Lessee’s compliance with this Paragraph. Lessee shall obtain the agreement of Lessee’s insurers to notify Lessor of a material change of coverage or that a policy is due to expire at least (10) days prior to the implementation of such change or expiration. To the maximum extent permitted by insurance policies owned by Lessor or Lessee, Lessee and Lessor, for the benefit of each other, waive any and all rights of subrogation that might otherwise exist. Lessor shall not be required to maintain insurance against thefts on or within the premises.

17. Tax Increase:

(X) Lessor shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the premises, and all personal property taxes with respect to Lessor’s personal property, if any, on the premises. Lessee shall be responsible for paying all personal property taxes with respect to Lessee’s personal property at the premises.

18. Property Damage and Destruction:

A total destruction of the buildings in which the premises may be situated shall terminate this lease.

If the premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for Lesee’s purposes, then Lessee shall have the right within ninety(90) days following damage to elect by notice to Lessor to terminate this Lease as of the date of such damage.

In the event of a partial destruction of the premises during the term hereof, which is beyond Lessee’s reasonable control, from any other cause, except in the case where the premises is damaged by fire or other casualty resulting from any act or negligence of Lessee or any of Lessee’s agents, employees or invitees, as previously discussed, Lessor shall repairs can be made within sixty (60) days under existing governmental laws and regulations, but such partial destruction shall not terminate this lease. Lessee shall be relieved from paying rent and other charges during any portion of the Lease term that the premises are inoperable or unfit for occupancy, or use, in whole or in part, for Lessee’s purposes, except in the case where the premises is damaged by fire or other casualty resulting from any act or negligence of Lessee or any of Lessee’s agents, employees or invitees, as previously discussed. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payment(s), if any, but if no further payments are to be made, any such advance payments shall be refunded to Lessee. In making the repairs called for in this paragraph, Lessor shall not be liable for any delays resulting from strikes,

Governmental restrictions, inability to obtain necessary materials o labor or other matters which are beyond the reasonable control of Lessor.

In the event said repairs cannot be made within sixty(60) days or Lessor shall not elect make such repairs that cannot be made within sixty (60) days, this lease may be terminated at the option of either party.

In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement cost, Lessor may elect to terminate this lease whether the demises premises be injured or not.

19. Alterations and Repairs by Lessee

X) Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions, or improvements, in, to or about the premises.

20. Lessor’s Right to Access

In the event of an emergency, to make repairs or improvements or to show the premises to prospective buyers or Lessees or to conduct an annual inspection or to address a safety or maintenance problem, for the purpose of inspecting the same, Lessor or Lessor’s agents may enter the premises at reasonable hours, provided Lessor shall not thereby unreasonably interfere with Lessee’s business on the premises. Except in cases of emergency, Lessee’s abandonment of the premises, court order or where it is impractical to do so, Lessor shall give Lessee (24 hours) notice before entering.

Lessee will permit Lessor at any time within thirty (30) days prior to the expiration of this lease, to place upon the premises any usual “ To Let” or “For Lease” signs, and permit persons desiring to lease the same to inspect premises thereafter.

21. Lessee’s Maintenance:

(X) Lessee will keep the premises clean, sanitary and in good condition and, upon termination of the tenancy, return the premises to Lessor in a condition identical to that which existed when Lessee took occupancy, except for ordinary wear and tear and any additions or alterations authorized by Lessor.

22. Buildings Rules:

Lessee will comply with the rules of the building adopted and altered by Lessor from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Lessor to Lessee in writing. The initial rules for the building are incorporated herein for all purposes. Lessee hereby acknowledges receipt of building and/or complex rules from Lessor.

23. Subordination:

This lease is and shall be subordinated to all existing and future liens and encumbrances against the property.

Lessor is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the premises of the building, and Lesee agrees upon demand to execute such further instruments subordinating this Lease to the holder of any such liens as Lessor may request.

24. Agents and Authority to Receive Legal Papers:

Any notice, which either party may or is required to give, may be given by mailing the same, by certified mail, to Lessee at the premises. The Lessor, any person managing the premises and anyone designated by the Lessor as agent are authorized to accept service of process and receive other notices and demands, which may be delivered to:

25. Memorandum of Lease

The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, Lessor and Lessee shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease.

26. Indemnification of Lessor:

Lessor shall not be liable for any damage or injury to Lessee, or any other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to hold Lessor harmless from any claim for damages, no matter how caused.

27. Paragraph Headings:

The headings of particular paragraph and subparagraphs are inserted only for convenience and are not part or this Agreement and are not to act as a limitation on the scope of the particular paragraph to which the heading refers.

28. Court Costs and Attorneys Fees:

In any action or legal proceeding to enforce any part of this Agreement, the prevailing party shall recover reasonable attorneys’ fees and court costs.

29. Binding on Successors:

This lease is binding upon and inures to the benefit of the heirs, successors in interest to the parties.

30. Entire Agreement:

This document and any Attachments constitute the entire Agreement between the parties, and no promises or representations, other than those contained here and those implied by law, have been made by Lessor or Lessee. Any modifications to this Agreement must be in writing and signed by Lessor and Lessee.

31. Early Termination of Lease:

Lessee agrees and understands that the sale of or transfer of the ownership of the premises by the Lessor to another owner during the term of the lease will result in the termination of this lease in its entirety. Lessee holds Lessor harmless for any loss, whether direct or indirect, due to the early termination of this lease as a result of the sale of the premises.

32. Severability:

In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law.

ADDENDUM TO LEASE

1. Utilities and Services:

Tenant shall pay for all utilities and services at the Premises, including, without limitation, those specified below. Tenant acknowledges and agrees that (i) electricity, gas, water, sewer and trash pickup, telephone service and internet access, shall not be supplied to the Premises through Landlord, and (ii) Tenant shall pay for the actual costs to the applicable utility or service provider.

2. Six (6) Month Rent Increase

Monthly rent shall increase to $ 2,500.00 if a new Commercial Lease Agreement is signed between Lessee and Lessor for the Premises located at 811 Victoria Street, Costa Mesa, CA 92627.

Lessee

MySkin, Inc.

/s/MARICHELLE STOPPENHAGEN

Lessor

American Blacktop, Inc.

/s/DARRIN WILSON

EX-10.5

Exhibit 10.5

RETAINER AGREEMENT

MEDICAL DIRECTOR

This Agreement is entered into on this 23 day of October, 2008 between Maria Teresa Agner, Inc. hereinafter referred to as MEDICAL DIRECTOR, and mySkin, Inc., hereinafter referred to as COMPANY.

WHEREAS the COMPANY desires to retain the services of MEDICAL DIRECTOR, and WHEREAS the MEDICAL DIRECTOR is desirous of offering certain services, it is therefore mutually agreed that the COMPANY does retain and the MEDICAL DIRECTOR agrees to provide her services to all clients without regard to race, color, creed, national origin, age, sex, religion, or handicap, under the following mutual terms and conditions:

MEDICAL DIRECTOR’S RESPONSIBILITIES:

Supervise the overall functions of our Company’s services in that the Medical Director shall

1.   Assume the administrative authority, responsibility, and accountability of overseeing our screening, policies, and procedures.

2.   Coordinate plan of care and periodically review these planning and implement methods to keep the quality of care under constant surveillance.

3.   Participate in the development of written policies, rules and regulations to govern the screening and other health services provided. The medical director is responsible for seeing that these policies reflect an awareness of and provisions for meeting the needs of the patients.

4.   Develop and participate in in-service training programs for nursing service and other related services.

5.   Implement methods that assure continuos surveillance of the health status of employees including freedom from infection and routine health examinations.

6.   Review written reports of surveys and inspections and make recommendations to the administrator.

7.   Obtain and maintain during the term of this agreement a suitable professional liability and malpractice insurance policy.The Parties hereto understand and agree that each Party shall be responsible for their own liability insurance.

8.   Serve the Company as an independent contractor, it being understood and agreed that the MEDICAL DIRECTOR is not an employee of the Company.

9.   Maintain the confidentiality of all patient information as established by our Company’s policies and procedures.

10.   Stay abreast of all other responsibilities required of a medical director as set forth in any Federal and State laws, statutes, or regulations as enacted or as may be enacted or amended

QUALIFICATIONS:

Medical Director certifies that he/she:

1.   Is licensed to practice medicine in this state.

2.   Has a Medical Degree from a college or university accredited by the American-Medical Association.

3.   Meets the requirements as set forth by these standards.

4.   Maintains the required continuing education hours to assure continued competence

DURATION OF AGREEMENT:

1.   The duration of this agreement is indefinite. However, either party may:  

a)   Terminate this agreement by providing the other party with a sixty (60) day

written notice of such intent

b)   Terminate this agreement when either party fails to abide by its contents

2.   This agreement shall become null and void should the medical director/Company fail to meet the licensing requirements set forth by Federal and State statutes, laws, and regulations governing such services.

COMPANY REPSONSIBILITIES:

The Company shall be responsible for:

1.   Retaining the professional and administrative responsibility for all services provided by the MEDICAL DIRECTOR

2.   Making prompt payments for services rendered as set forth in Exhibit A.

3.   Assuring that the MEDICAL DIRECTOR has complete access to all records and supplies within the Company necessary for the performance of /her duties.

4.   Delegating the necessary administrative authority, responsibility, and accountability necessary for the Medical Director to perform her services.

MISCELLANEOUS

1.   Legal Representation.  It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract shall be interpreted strictly against the party preparing same shall not apply due to the joint contribution of both parties.

2.   Assignments.  This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered, under any circumstances, by the Parties without the prior written consent of the other party.

3.   Records.  Both Parties shall keep, maintain and preserve books and records and require any and all subcontractors to keep books and records as may be necessary in order to record complete and correct entries as is related to personnel hours charged to this engagement, any expenses for which the Parties expect to be reimbursed, or any other records that are related to this Agreement.  Such books, accounts and records will be available at all reasonable times for examination and audit by the other party and shall be kept for the required retention period of three years or as may otherwise be required by law.

4.   Public Records.  The Parties shall maintain and make available for inspection any and all business records generated pursuant to this Agreement as required by law, unless such records are exempt from disclosure pursuant to Federal or State laws, rules, and/or regulations.

5.   Notice.  Whenever any party desires to give notice unto any other party, it must be given by written notice, by email, certified United States mail, with return receipt requested, or by facsimile transmission with certification of transmission to the receiving party, For the present, the Parties designate the following as the respective places for giving of notice:

Company

mySkin, Inc.

MEDICAL DIRECTOR:

6.   Binding Authority.  Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement.

7.   Parties Self-Insured.  The Parties hereto understand and agree that each Party shall be responsible for their own liability insurance.

8.   Exhibits.  Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference.

9.   Headings.  Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement.

10.   Severability.  If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law.

11.   Governing Law.  This Agreement shall be governed by the laws of the State of California with venue lying in Orange County, California.

12.   Joint Defense.  In the event that the validity of this Agreement is challenged through legal proceedings or otherwise, the Parties agree to cooperate with each other in defense of this Agreement, with each Party to bear its own attorney's fees and costs associated with such defense.

13.   Attorney's Fees.  In the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attorney's fees and costs, including paralegal fees, in addition to any other remedy afforded by law.

14.   Extent of Agreement.  This Agreement together with the attached Exhibits, as amended herein above represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral.  Any and all prior agreements entered into between the COMPANY and MEDICAL DIRECTOR shall be null and void and of no further force or effect.

15.   Multiple Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

16.   Materiality and Waiver.  The Parties agree that each requirement, duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof.  Failure of either party to insist upon strict performance of any provision or condition of this Agreement, or to execute any right therein contained, shall not be construed as a waiver or relinquishment for the future of any such provision, condition, or right, but the same shall remain in full force and effect.

17.   Compliance with Laws.  The Parties shall comply with all federal, state, and local laws, codes, ordinances, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement.

THE WITNESS THEREOF, the parties have duly set their hands and seals the day and year first above written:

/s/ MARIA TERESA AGNER

___________________________

MEDICAL DIRECTOR

/s/ MARICHELLE STOPPENHAGEN

___________________________

COMPANY

EX-10.6

Exhibit 10.6

FACILITIES AND MANAGEMENT SERVICES AGREEMENT

THIS FACILITIES AND MANAGEMENT SERVICES AGREEMENT is entered into and made effective as of  March 1, 2009, by and between Maria Teresa Agner, M.D. and Maria Teresa Agner, MD, Inc., a California Professional Corporation, hereinafter collectively referred to as (“Doctor”) and MySkin, Inc., a California Corporation (“Company”).

W I T N E S S E T H:

WHEREAS, Doctor is a validly existing California professional corporation owned by a duly licensed physician engaged in the practice of medicine; and

WHEREAS, Company is a duly filed and validly existing California corporation which desires to provide facilities and management services including, without limitation, capital, facilities, equipment, personnel and management expertise (“Management Services”) for Doctor’s practice of medicine utilizing Company’s existing facilities located at 811 Victoria Street, Costa Mesa, California 92627 ("Premises"), and such other locations as may be agreed upon by the parties; and

WHEREAS, Doctor desires to obtain such Management Services as are reasonably necessary and appropriate for the management of the non-medical aspects of Doctor’s practice of medicine in the Premises, and desires Company to provide such services.

NOW THEREFORE, for and in consideration of the agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties hereto agree as follows:

1.           Definitions.

For the purposes of this Agreement, the following terms shall have the following meanings ascribed thereto, unless otherwise clearly required by the context in which such term is used.

1.1           Agreement.  The term "Agreement" shall mean this Facilities and Management Services Agreement between Doctor and Company and any written amendments hereto, as may from time to time be adopted by the Parties hereto, as hereinafter provided.

1.2      Company.  The term "Company" shall mean MySkin, Inc., a California Corporation, and any affiliates owned principally by the Company.

1.3           Doctor.  The term "Doctor" shall mean Maria Teresa Agner, M.D., individually or the California professional corporation, of which he/she is the majority shareholder.

1.4Licensed Personnel The term “Licensed Personnel” shall mean licensed medical employees as described in Section 4.2 hereof.

1.5           Practice.   The term “Practice” shall mean the medical practice of Doctor in which of the Professional Services are provided on the Premises as described herein.

1.6           Practice Account.  The term "Practice Account" shall mean the bank account established as described in Sections 3.11 herein below.

1.7           Practice Expenses.  The term “Practice Expenses” shall mean the expenses incurred by the Doctor in the provision of Professional Services as described in Section 3.12 herein below.

1.8           Premises.  The term "Premises" shall mean the medical office(s) leased by Company for the Practice of Doctor.

1.9           Professional Services.  The term "Professional Services" shall mean certain medical services, specifically including laser hair removal, laser skin enhancement procedures and other cosmetic medical procedures provided by and/or supervised by Doctor in the Premises using Company’s facilities, medical equipment and the employment, training, and supervision of Licensed Personnel.

1.10           Management Account.  The term “Management Account” shall mean the bank account established as described in Section 3.13 herein below.

1.11           Management Expenses.  The term “Management Expenses” shall mean the expenses incurred by the Company in the provision of Management Services as described in Section 3.14 herein below.

1.12           Management Fee.  The term "Management Fee" shall mean Company's compensation as described in Section 5 hereof.

1.13           Management Services   The term “Management Services” shall mean management  and support services, specifically including the Premises and utilities for the Practice, furniture and equipment, employment of non-licensed personnel, advertising and promotional services, office supplies, etc.

1.14                      Term.  The term "Term" shall mean the initial and any renewal periods of duration of this Agreement as described in Section 6.1 hereof.

2 Appointment and Authority.

2.1           Appointment.  Doctor hereby appoints Company as its exclusive agent for the provision of Management Services related to the Practice, and Company hereby accepts such appointment, subject at all times to the provisions of this Agreement.

2.2           Authority of Company.  Consistent with the provisions of this Agreement, Company shall have the responsibility and commensurate authority to provide Management Services for Doctor’s Practice, including, without limitation, the provision of office space, equipment, utilities, supplies, support services, non-licensed personnel, marketing, billing and collection services, financial record keeping, and other business management services as provided herein. Company, is hereby expressly authorized to provide all such services in a manner deemed reasonably appropriate to meet the day-to-day requirements of the Practice.  Company, at its discretion, shall perform some or all of the Management Services specified hereunder, however, may delegate functions and duties to such other individuals or entities Company deems to be qualified to perform such.

2.3           Authority of Doctor.  Doctor shall be solely responsible for the supervision and control over the provision of all Professional Services of the Practice, including all treatment, procedures and other medical services which shall be provided and performed by Doctor or by licensed health care personnel supervised by Doctor, as Doctor, in its sole discretion, deems appropriate and in accordance with all applicable federal, state and local laws, rules and regulations.

3                 Obligations of Company.

3.1           Office Facilities.   Company shall provide the Premises, which shall be improved and furnished office space adequate for the Practice.

3.2           Equipment.  Company shall provide the equipment deemed by the parties hereto to be reasonably necessary and appropriate for the provision of Professional Services on the Premises. Company shall repair and maintain the Premises and equipment provided pursuant to this Agreement.  Doctor shall not acquire any title or ownership interest in the Premises or any equipment of the Company made available pursuant to this Agreement.

3.3           Utilities and Related Premises Services.  Company shall provide necessary electricity, gas, water, telephone, sewage, waste collection, cleaning (interior and exterior), pest extermination, heating and air-conditioning maintenance, and similar services reasonably necessary and appropriate for the Practice. Company shall provide disposal of all medical and non-medical wastes generated at the Premises including disposal of any bio-hazardous waste and any other medical waste that require special disposal.

3.4           Supplies.  Company shall provide office and other business supplies as are reasonably necessary and appropriate for the provision of Professional Services in the Premises.  Company shall order on behalf of Doctor all patient care supplies and medications shall in accordance with the specifications of Doctor with respect to brand names, dosages, quantities and other specifications.

3.5           Support Services.  Company shall provide all laundry, linen, printing, stationery, forms, postage, duplication or photocopying services, medical record maintenance services, and other similar support services as are reasonably necessary and appropriate for the provision of Professional Services on the Premises.

3.6Licenses and Permits.  Company shall on behalf of and in the name of Doctor, apply for, obtain and maintain all federal, State and local licenses and regulatory permits required for or in connection with the operation of the Practice and the equipment provided by the Company for use in the Premises.  For any licenses and permits relating to the practice of medicine which require the approval or direct action of the Doctor, Doctor agrees to cooperate with Company as reasonably required to obtain such licenses or permits.

3.7Personnel. Company shall employ or otherwise retain all administrative, clerical, and other non-licensed personnel as Doctor and Company deem reasonably necessary and appropriate for the operation of the Practice.  Company shall have the responsibility for the payment of salaries and fringe benefits, and for withholding of income tax, unemployment insurance, social security, or any other withholding pursuant to any applicable law or governmental requirement. In recognition of the fact that the personnel retained by Company to provide services pursuant to this Agreement may from time to time perform services for others, this Agreement shall not prevent Company from performing such services for others or restrict Company from using its personnel to provide services to others, provided such activity does not cause any material detriment to the Practice.

3.8Marketing.  In accordance with applicable laws and applicable ethical standards and restrictions, and subject to Doctor’s approval, Company shall establish and implement, at its expense, a marketing and public relations program promoting Professional Services. Company shall establish signs on or about the Premises identifying the operations of the Practice.

3.9           License to Use Tradenames and Trademarks of Company.   Doctor’s use of any trademark, trade name, service mark, insignia, slogan, emblem, symbol, design or other identifying characteristic owned by or associated with Company, or any of its subsidiaries or affiliates (collectively, “Company Marks”) shall be subject to the written approval of Company. Doctor acknowledges both before and after the expiration of this Agreement the exclusive right of Company to use or to grant to others the right or license to use any Company Marks.  Doctor acknowledges that the use of such Company Marks by Doctor are granted at the absolute discretion of Company, and such use shall terminate immediately upon written notice from Company. Except as specifically authorized by this Agreement, Doctor agrees to not use Company Marks nor imitate or infringe upon any of the foregoing in whole or in part.

Upon the termination of this Agreement for any cause whatsoever, Doctor shall forthwith cease any use of such Company Marks in any signs, advertising and promotional material in order to comply with the provisions of this Section.  Upon termination of this Agreement, Doctor shall immediately file a Cancellation of Fictitious Name Permit with the Medical Board which uses the Company name, or name similar thereto.

3.10           Collection Policies.   Company shall on behalf of Doctor establish and maintain collection policies and procedures, and shall use Company's best efforts to timely collect for all billable Professional Services provided in the Practice. Company and Doctor shall establish a fee schedule for all billable Professional Services.  The parties shall consult regarding any changes in such fee schedule prior to implementation of such changes.

In connection with this Section and throughout the Term, Doctor hereby grants a Special Power of Attorney to Company and appoints Company as Doctor's true and lawful agent and attorney-in-fact, and Company hereby accepts such special power of attorney and appointment, for the following purposes:

3.10.1  To bill Doctor's patients, in Doctor's name and on Doctor's behalf, for all billable Professional Services provided in the Practice.

3.10.2                      To collect and receive, in Doctor's name and behalf, all accounts receivable generated in the Practice and to deposit all amounts collected in the Practice Account, as defined hereinafter. In connection herewith, Doctor covenants to immediately transfer and deliver to Company all funds received for Professional Services from patients or any third party payors.

3.10.3                      To take custody of, endorse in the name of Doctor, and deposit into the Practice Account any notes, checks, money orders, and any other instruments received in payment of the accounts receivable for Professional Services of the Practice.

Upon request of Company, Doctor shall execute and deliver to Company or the financial institution wherein the Practice Account is maintained, any additional documents or instruments as may be reasonably necessary to evidence or effect the Special Power of Attorney granted to Company by Doctor pursuant to this Section 3.11 or pursuant to Section 3.15 hereof.

3.11           Practice Account.  Doctor hereby appoints Company as Doctor's true and lawful agent and attorney-in-fact, and grants Company a Special Power of Attorney to have full authority to deposit all funds and revenues generated from the provision of Professional Services of the Practice, and to make withdrawals and sign checks for disbursements for the purpose of making payment of any and all Practice Expenses, including disbursement to the Management Account and all other disbursements as defined herein. Company shall open and maintain a bank account designated as “Practice Account” for the deposits and disbursement of funds of the Practice.  The Practice Account shall be opened in the Doctor’s name and under the Doctor’s employment identification number (“EIN”) as issued by the Internal Revenue Service.

3.12   Practice Expenses.  Company shall pay from the Practice Account all costs and expenses reasonably related to the Practice, including but not limited to compensation benefits and employment costs associated with all Licensed Personnel, professional liability insurance, medical supplies and all such other direct and indirect expenses reasonably incurred by Doctor in the provision of Professional Services for the Practice (collectively, “Practice Expenses”).

3.13    Management Account.  Company shall open and maintain a separate bank account designated as “Management Account” for the deposits and disbursement of funds of the Company.  The Management Account shall be opened in the Company’s name and under the Company’s EIN as issued by the Internal Revenue Service.

3.14           Management Expenses.  Company shall pay from the Management Account all costs and expenses reasonably related to the provision of any Management Services, including but not limited to office rent, utilities and other occupancy costs, compensation benefits and employment costs associated with all non-licensed personnel, general liability insurance, equipment lease and maintenance costs, advertising and promotion, support personnel and contracted consultants, office supplies, and all such other direct and indirect expenses reasonably incurred by Company respecting the provision of the Management Services for the Practice (collectively, "Management Expenses").

3.15           Accounting and Financial Records.  Company shall establish and administer accounting procedures and systems for the preparation, and safekeeping of records and books of account relating to the provision of Professional Services of the Practice, all of which shall be prepared and maintained in accordance with generally accepted accounting principles consistently applied for a cash basis accounting system.  Company shall prepare and deliver to Doctor reports reflecting the financial status of the Practice.

3.16           Patient Records.  Company shall maintain procedures and policies for the timely filing and maintenance of all patient records generated in the Practice in accordance with all applicable State and federal laws relating to the maintenance and confidentiality of patient records.  All patient records shall be the property of Doctor, but shall be maintained by, and in the custody of Company to the extent necessary for Company to fulfill its obligations under this Agreement. Company, to the extent lawfully permitted, shall have access to such patient records, for the purpose of making necessary copies, in the event this Agreement is terminated.

3.17           Indemnification by Company.  Company does hereby indemnify, hold harmless, and agrees to defend Doctor and its officers, employees, and agents from and against any claims, obligations, demands, causes of action, losses, liabilities, damages, costs and expenses, including reasonable attorney's fees (collectively "Claims") arising out of or connected with the negligence or fault of Company, its employees, agents, contractors or Company's performance of its obligations within its scope of responsibility hereunder.

4. Obligations of Doctor .

4.1           Organization/Operation.  Doctor, individually, and Doctor’s professional corporation, shall at all times during the Term (i) be and remain legally organized to provide Professional Services in a manner consistent with all State and federal laws; (ii) be duly authorized to conduct business in the State of California; and (iii) maintain adequate medical supervision by licensed physicians of all Professional Services provided by the Practice.

4.2Licensed Personnel of Doctor.  Doctor shall be solely responsible for the selection, employment, training, and supervision of all licensed health care personnel, including, but not limited to physician assistants, nurses and medical assistants, as Doctor deems reasonably necessary and appropriate for Doctor's operation of the Practice, collectively, "Licensed Personnel", while performing Professional Services on the Premises. All Licensed Personnel shall at all times hold and maintain a valid and unlimited license to practice in the State. Payment of the compensation and related costs of such personnel shall be paid from the Practice Account.

4.3  Special Consideration/Non-Competition .  Doctor hereby acknowledges that Company will incur substantial costs in providing the Premises, equipment, supplies, support services, non-licensed personnel, marketing, management and other items and services that are the subject matter of this Agreement.  Accordingly, Doctor covenants and agrees that during the term of this Agreement and any extension thereof, plus one (1) year thereafter, Doctor or any physician employee or contractor of Doctor, shall neither directly or indirectly (a) solicit or employ any employee or independent contractor of the Practice or Company without prior written approval of the Company, and (b) disclose, communicate or disclose to, or use for the direct or indirect benefit of any other person or entity any confidential information regarding Company's business methods, business policies, procedures, techniques, or trade secrets or other knowledge or processes developed by Company, made known to Doctor or learned or acquired by Doctor hereunder.

If any restriction contained in this Section is held by any court or regulatory body to be unenforceable or unreasonable, a lesser restriction shall be enforced in its place and the remaining restrictions set forth herein shall be enforced independently of each other.

4.4           Doctor's Insurance.  Company, on behalf of and at Doctor’s expense, shall obtain and maintain throughout the Term hereof appropriate professional liability insurance covering Doctor and all of Doctor's Licensed Personnel in the minimum amount of One Million Dollars ($1,000,000) for each occurrence and Three Million Dollars ($3,000,000) annual aggregate, and such amounts as may be reasonable (collectively, "Professional Insurance"). The insurance policy or policies shall provide for at least thirty (30) days advance written notice from the insurer as to any alteration of coverage, cancellation, or proposed cancellation of coverage for any cause. Doctor shall notify Company of all legal actions or proceedings instituted by or against Doctor arising out of or related to Doctor's operation of the Practice.

4.5           Indemnification by Doctor.  Doctor does hereby indemnify, hold harmless, and agrees to defend Company and its officers, employees, and agents from and against any claims, obligations, demands, causes of action, losses, liabilities, damages, costs and expenses, including reasonable attorney's fees (collectively "Claims") arising out of or connected with the negligence or fault of Doctor, its employees, agents, contractors or Doctor's performance of its obligations hereunder.

5           Management Fee.

5.1           Calculation of Management Fee.  Doctor and Company mutually acknowledge that Company is making a substantial investment in entering into this Agreement.  Payment of the Management Fee is acknowledged as the parties negotiated agreement as to the reasonable, fair market value of the facilities and services, management and other items and services furnished by Company pursuant to this Agreement, considering the nature of the services required, the risks assumed by Company, and the capital being made available to Doctor by Company on a non-recourse basis.  In order to properly reflect the adequacy of compensation for the range of services provided by Company, it is mutually agreed that the Management Fee shall be reviewed at least annually for possible renegotiation based upon the extent of management services to be provided.

Doctor shall reimburse Company for the actual, documented costs of all Management Services, as set forth in Exhibit A, provided by the Company to the Doctor in accordance with this Agreement.  Additionally, for the billing and collection services, and support and management services described herein that will be provided by Company, as well as for its efforts in providing the office space and equipment for the Doctor, Doctor shall pay Company a fixed monthly fee (the “Service Fee”) as set forth in Exhibit A.  Reimbursement of Company’s costs plus the Service Fee are referred to herein collectively as the “Management Fee” and shall be payable by Doctor to Company in accordance with this Section 5.1, as well as pursuant to Exhibit “A,” hereto, payable on the fifth day of each month during the Term.

In the event that the accumulated Gross Collected Revenues are insufficient to allow payment of all Practice Expenses and the Management Fee incurred, then the amount payable for the Management Fees accrued may be accumulated at the discretion of the Company and payable in any future month(s) that funds become available from the Practice Account, however, the Management Fee shall by payable solely from the Practice Account. Doctor shall incur no liability for repayment other than from such funds.

5.2           INTENTIONALLY LEFT BLANK

5.3           Loans to Practice Account.  In the event that funds are required to be advanced by Company to provide for working capital for the operation of the Practice, such funds shall be reimbursed to Company from the Practice Account as soon as available. Any loan amounts which are not repaid to Company within thirty (30) days from disbursement by Company shall bear interest at the rate of eight percent (8%) on the unpaid balance until repaid. Any amounts advanced shall be reimbursed to Company solely from the Practice Account from funds generated from the Practice, and Doctor shall incur no liability for repayment other than from such funds.

5.4           Right to Inspect Records.  Doctor shall upon reasonable notice to Company have the right to inspect the records related to this Agreement to ascertain the Collected Revenues, Practice Expenses, and calculation of Company's Management Expenses and Management Fee. Payment of the Management Fee is acknowledged as the parties' negotiated agreement as to the reasonable, fair market value of the facilities and services, management and other items and services furnished by Company pursuant to this Agreement, considering the nature of the services required and the risks assumed by Company.

6           Term and Termination.

6.1           Initial and Renewal Terms.  This Agreement shall be effective as of March 1, 2009, for a period of One (1) year therefrom, and shall be automatically extended for additional one (1) year periods unless terminated pursuant to Section 6.2.  Either party hereto may, without cause, terminate this Agreement by providing at least sixty (60) days written notice to the other party prior to such termination.

6.2           Termination.  This Agreement may be terminated upon the first to occur of any of the following events:

6.2.1 Termination by Agreement.  In the event Doctor and Company shall mutually agree in writing, this Agreement may be terminated on the date specified in such written agreement.

6.2.2                      Bankruptcy.  In the event that either party becomes insolvent, or if any petition under federal or State law pertaining to bankruptcy or insolvency or for a reorganization or arrangement or other relief from creditors shall be filed by or against either party, or if any assignment, trust, mortgage, or other transfer shall be made of all or a substantial part of the property of either party, or if either party shall make or offer a compromise in its debts with its creditors, or if a receiver, trustee, or similar officer or creditor's committee shall be appointed to take charge of any property of or to operate or wind up the affairs of either party, then the other party may by written notice immediately terminate this Agreement.

6.2.3                      Specific Doctor Breaches.  At Company's option, in the event that any of the following occurs with respect to Doctor’s physician shareholder, that he shall (i) die or be involuntarily inducted into the active military services of the United States, (ii) fail by omission or commission in any substantial manner to provide Professional Services in a competent manner, (iii) fail to meet any of the qualifications set forth in Section 4.1 hereof, (iv) has his license to practice medicine revoked, suspended, canceled or limited in any manner, (v) is convicted of a felony or any crime of moral turpitude, or (vi) refuses to deliver to the Company all revenues received respecting the provision of Professional Services of the Practice.

6.2.4                      Company Breaches.  At Doctor's option, in the event Company (i) fails to make timely payments of the obligations it has undertaken or (ii) is in default of any material obligations having an impact upon Doctor, then Doctor may by written notice to Company terminate this Agreement if Company has failed to cure such default within thirty (30) days of Doctor's written notice of such violation, provided if such breach cannot by its nature be reasonably cured within thirty (30) days then Company shall have such time as may be reasonable to cure the breach.

6.2.5                      Action by Medical Board  or Other Authority with Legal Jurisdiction.  While both parties believe that this Agreement is in full compliance with the California Business and Professional Code and Code of Regulations, the interpretation of the Codes and other relevant acts are subject to change.  In the event the Medical Board for the State or other authority with legal jurisdiction shall, solely by virtue of this Agreement, initiate an action to revoke the license of any physician retained by Doctor to practice medicine in the State, or initiate any action against the Company, either party hereto may, by written notice to the other party, immediately request that the Agreement be amended in a mutually acceptable manner.  Any amendment shall be made in the lawful manner which results in the least changes to the parties' expectations hereunder.  In the event the offending provisions of the Agreement cannot be cured as to the legality of such provisions to the satisfaction of both parties, then either party may terminate this Agreement upon ten (10) days written notice, and such termination shall be conducted as set forth in Section 6 of this Agreement.

6.2.6                      Default.  In the event either party shall give written notice to the other that such other party has substantially defaulted in the performance of any material duty or material obligation imposed upon it by this Agreement, and such default shall not have been cured within thirty (30) days following the giving of such written notice, the party giving such written notice shall have the right to immediately terminate this Agreement unless the defaulting party shall, within said thirty (30) day period, have made a good faith effort to initiate corrective action and it is contemplated that such corrective action will be completed within the following thirty (30) day period.

6.3           Effects of Termination.  Upon termination of this Agreement, as hereinabove provided, neither party shall have any further obligations hereunder except for (i) obligations accruing prior to the date of termination, and (ii) obligations, promises, or covenants set forth herein or in those collateral agreements of even date herewith that are expressly made to extend beyond the Term, including, without limitation, indemnities, non-compete and fees which provisions shall survive the expiration or termination of this Agreement. 

6.4           Continued Professional Services.  Following any notice of termination hereunder, whether given by Company or Doctor, Doctor and Company will fully cooperate with each other in all matters relating to the performance or discontinuance of Professional Services, as appropriate.

7           Miscellaneous Provisions.

7.1           Exhibits, Schedules and Other Instruments.  As used herein, the expression "this Agreement" means the body of this Agreement and all exhibits, certificates, and schedules; and the expressions "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement and such exhibits, certificates, and schedules as a whole and not to a particular part or subdivision thereof unless otherwise clearly indicated.

7.2           Independent Relationship.  It is mutually understood and agreed that Doctor and Company, in performing their respective duties and obligations under this Agreement, are at all times acting and performing as independent contractors with respect to each other, and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship or a joint venture relationship, or to allow Company to exercise control or direction of any nature, kind, or description over the manner or method by which Doctor performs Professional Services.

7.3           Notices.  Any notice, demand, or communication required, permitted, or desired to be given shall be deemed effectively given (i) when personally delivered, (ii)  three (3) business days next following the day the notice is, mailed by prepaid certified mail, return receipt requested, or (iii) the next business day following deposit with a reputable overnight courier, addressed as follows:

Doctor:                    811 Victoria Street

Costa Mesa, CA 92627

Company:              811 Victoria Street

Costa Mesa, CA 92627

or to such other address, and to the attention of such other person or officer as any party may designate, with copies thereof to the respective counsel thereof as notified by such party.  Rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given in accordance with the provisions hereof, shall be deemed to be receipt of the notice sent.

7.4           Legal Fees and Costs.  In the event either party brings any action for relief against the other, declaratory or otherwise, arising out of this Agreement (including actions to enforce and interpret this Agreement), the losing party shall pay to the prevailing party, in addition to any other relief to which such party shall be entitled, a reasonable sum for attorneys fees incurred in bringing such suit and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.  Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment, in addition to any other relief to which such party shall be entitled.

7.5           Choice of Law and Venue.  THIS AGREEMENT HAS BEEN EXECUTED AND DELIVERED IN AND SHALL BE INTERPRETED, CONSTRUED, ENFORCED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, AND THAT THE COURTS OF THAT STATE SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION, SPECIAL PROCEEDING OR OTHER PROCEEDING AS BETWEEN THE PARTIES THAT MAY BE BROUGHT, OR ARISE OUT OF, IN CONNECTION WITH, OR BY REASON OF THIS AGREEMENT.  EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS.

7.6            Assignment.  Except as may be herein specifically provided to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, and assigns; provided, however, that Doctor shall not assign, transfer or pledge his rights and obligations under this Agreement or collaterally assign or hypothecate this agreement without the prior written consent of Company.  Company shall have the right to (i) assign its rights and obligations hereunder to any affiliated third party and (ii) collaterally assign its interest in this Agreement and its right to collect Management Fees hereunder to any financial institution or other third party without the consent of Doctor.  Company must provide ten days prior written notice to Doctor prior to assigning this Agreement.

7.7           Waiver of Breach.  The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or another provision hereof.

7.8            Enforcement.  All claims and disputes relating to this Agreement shall be subject to confidential arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then obtaining and with one arbitrator.  Written notice of demand for arbitration shall be filed with the other party to the Agreement and with the American Arbitration Association, within a reasonable time after the dispute has arisen.  In the event either party resorts to legal action to enforce the arbitration results or any other provision of this Agreement, the prevailing party shall be entitled to recover the costs of such action so incurred, including, without limitation, reasonable attorneys' fees.

7.9           Gender and Number.  Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine, and neuter, and the number of all words herein shall include the singular and plural.  The term "person" when used herein shall mean an individual, partnership, joint venture, corporation, trust, government entity, and association.

7.10           Additional Assurances.  Except as may be herein specifically provided to the contrary, the provisions of this Agreement shall be self-operative and shall not require further agreement by the parties; provided, however, at the request of either party, the other party shall execute such additional instruments and take such additional acts as are reasonable and as the requesting party may deem necessary to effectuate this Agreement.

7.11           Consents, Approvals, and Exercise of Discretion.  Except as may be herein specifically provided to the contrary, whenever this Agreement requires any consent or approval to be given by either party, or either party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed, and such discretion shall be reasonably exercised in good faith.

7.12           Force Majeure.  Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service deemed to result, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, strikes or other work interruptions by either party's employees, or any other similar cause beyond the reasonable control of either party.

7.13           Severability.  In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason and, in any respect, if the extent of such invalidity, illegality or unenforceability does not destroy the basis of the bargain herein such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be in full force and effect, and enforceable in accordance with its terms as if such provisions had not been included, or had been modified as provided below, as the case may be.  To carry out the intent of the parties hereto as fully as possible, the invalid, illegal or unenforceable provision(s), if possible, shall be deemed modified to the minimum extent necessary and possible to render such provision(s) valid and enforceable.

7.14           Future Laws and Regulations.  To carry out the intent of the parties to comply with all laws and regulations affecting and governing this Agreement, the parties hereto agree that, if any laws or regulations are enacted after the effective date of this Agreement that cause any portion of this Agreement to be illegal, invalid, or unenforceable, the parties shall modify the affected terms to comply with the enacted laws and regulations.  However, if the parties fail to modify this Agreement to conform with those laws and regulations, or if any opinions issued by a court interpreting governing laws or regulations find any portion of this Agreement illegal, invalid, or unenforceable, section 7.13 of this Agreement shall govern.

7.15           Divisions and Headings.  The division of this Agreement into articles, sections, and subsections and the use of captions and headings in connection therewith are solely for convenience and shall not affect in any way the meaning or interpretation of this Agreement.

7.16           Amendments and Agreement Execution.  This Agreement and amendments thereto shall be in writing and executed in multiple copies on behalf of Doctor by its duly authorized representative and on behalf of Company by its duly authorized representative.  Each multiple copy shall be deemed an original, but all multiple copies together shall constitute one and the same instrument.

7.17           Time of Essence.  Time shall be of the essence with respect to this Agreement.

7.18                       Entire Agreement/Amendment.  This Agreement supersedes all previous written or oral agreements, negotiations, and understandings, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter and no party shall be entitled to benefits or subject to obligations other than those specified herein.  As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect; the parties specifically acknowledge that in entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement and no others.  All prior representations or agreements, whether written or verbal, not expressly incorporated herein are superseded.  This Agreement may not be amended, supplemented, canceled or discharged except by written instrument executed by all parties hereto.  This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute one instrument.  It shall not be necessary that the signatures of all of the parties appear on each counterpart; it shall be sufficient that the signature of each party appear on one or more counterparts.

7.19           Rules of Construction.  The parties acknowledge that each party and its counsel have reviewed and revised this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits, certificates and schedules hereto.  The term "include" or "including" shall mean without limitation by reason of enumeration.

7.20           Third Parties.  None of the provisions of this Agreement shall be for the benefit of third parties or enforceable by any third party.  Any agreement to pay an amount and any assumption of a liability herein contained, expressed or implied, shall only be for the benefit of the parties hereto and such agreement or assumption shall not inure to the benefit of the any third party, including an obligee.

IN WITNESS WHEREOF, Doctor and Company have executed this Agreement in multiple originals as of the date written above.

Doctor:

By__/s/ Maria Teresa Agner__________

Its: President

Company:

By___/s/ Marichelle Stoppenhagen___

Its: President

EXHIBIT “A”

MANAGEMENT FEE CALCULATION

Company and Doctor acknowledge and mutually agree that during the initial twelve (12) months of this Agreement, in consideration for the value of Management Services provided, Company shall be paid a Management Fee as set forth in this Exhibit A and as described in Section 5 of this Agreement, in an amount to reimburse for all Management Expenses incurred directly or indirectly, including but not limited to: office rent and occupancy costs, lease and maintenance of equipment, utilities, employment of non-licensed personnel, general liability insurance, office and other supplies, advertising and promotion, and other related expenses.

In addition to such reimbursement of Management Expenses, a monthly service fee equal to Forty Percent (40%) of Gross Collected Revenue, shall be calculated and payable monthly, with a minimum amount of Five Thousand Dollars ($2,500) per month (“Service Fee”). Gross Collected Revenue shall be defined as the gross amount of all sums collected from the Professional Services performed and medical supplies provided by or on behalf of Doctor in the Practice, and shall not include revenue collected by Company from customers of Company for non-medical services or products provided. Payment of the Management Fee shall be payable on or before the 15th day of each month of this Agreement following the month services were performed.

In order to properly reflect the adequacy of compensation payable for the range of services provided by Company, it is mutually agreed that the Management Fee shall be reviewed for possible renegotiation at least annually.

EX-14.1

Exhibit 14.1

MySkin, Inc.

CODE OF BUSINESS ETHICS AND CONDUCT

Overview

Policy Statement

MySkin is committed to complying with all applicable laws and regulations and to adhering to the highest ethical standards in the conduct of its business.  This is not just a matter of being a good corporate citizen.   It is essential to the long-term interests of our employees and stockholders. MySkin's business is subject to oversight by numerous federal and state government entities.  The number of laws, regulations and other legal requirements that affect the Company's business will undoubtedly increase.  These changes will also create new challenges as we adapt ourselves and our business to new situations.  In light of these challenges, it is absolutely necessary that we have a central set of guiding principles to act as a legal and ethical compass for our employees.  This Code of Business Ethics and Conduct is intended to provide that compass.

The principles set forth in this Code of Business Ethics and Conduct represent a broad outline of the standards of business conduct which MySkin expects its employees to follow.  This Code cannot cover every situation which employees may confront in the day-to-day conduct of business.  Additionally, under certain circumstances local country law may establish requirements that differ from this Code. MySkin employees worldwide are expected to comply with all local country laws and MySkin business conduct policies in the area in which they are conducting business. In the final analysis, the Company must rely on the individual judgment and personal ethical standards of each of its employees and representatives to maintain our standard of honesty and integrity.  MySkin demands strict adherence to the letter and spirit of all laws and regulations applicable to the conduct of its business.  It also demands the highest standards of integrity and ethical behavior from its employees and representatives

It is essential that we all keep an eye out for possible infringements of MySkin’s business ethics—whether these infringements occur in dealings with the government or private sector, and whether they occur because of oversight or intention. If you have a question about how to apply this Code in a specific situation or about a possible violation, you should consult with the Human Resources Department or the Company’s Code of Conduct Officer.  Contact information for individuals in these departments is available in Appendix A.

Training and Education Programs

Training and education on this Code will be provided for all MySkin employees and members of our Board of Directors.  All employees and Board members will be required to sign an Acknowledgement Form indicating their receipt, understanding and acceptance of the terms of this Code.  Periodically, employees may be requested and required to acknowledge their understanding of this Code and any subsequent amendments. Participation in any mandatory training and acknowledgement of this Code is a condition of continued employment by MySkin.

Applicability

This Code applies to all directors, officers and employees of MySkin.  This Code also applies, as appropriate, to our consultants, agents and other representatives.

Waivers

Any waiver of any provision of this Code for a member of the Board of Directors or an executive officer must be approved by the Audit Committee of the Board of Directors and promptly disclosed as required by law or stock exchange regulation. Any waiver of any provision of this Code with respect to any other employee, agent or contractor must be approved by the Code of Conduct Officer.

Disciplinary Action

It is the responsibility of every employee to conduct the Company’s business in conformity with the law and the basic principles set forth in this Corporate Code.  Adherence to the principles set forth in this Code is essential to our objective of maintaining the confidence and support of our customers, business partners, governmental agencies, stockholders, and the communities in which we work and live.  Disciplinary action, as appropriate but up to and including termination, shall be taken for conduct that violates applicable laws or regulations or this Code.  Discipline may extend, as appropriate, to individuals responsible for the failure to prevent, detect or report a violation.

Reporting and Managing Suspected Violations

Reporting of Violations

Directors, officers and employees shall report any conduct which they believe in good faith to be a violation or apparent violation of this Code. These persons are encouraged to talk to supervisors, the Code of Conduct Officer, or Human Resources about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. The Company prohibits retaliation for reports of misconduct by others made in good faith by employees. Directors, officers and employees are expected to cooperate in internal investigations of misconduct.

Directors, officers and employees are expected to act proactively, raising concerns about ethical issues, violations of this Code, or governmental rules, laws and regulations. All reports are taken seriously. Each allegation is investigated and, if substantiated, resolved through appropriate corrective action and / or discipline. If an individual making such allegations chooses to identify him or herself, he or she will be provided with feedback when the Code of Conduct Officer has completed his/her review.

If you feel uncomfortable reporting directly or you wish to remain anonymous, you may report the incident to the Code of Conduct Officer in writing anonymously.

No individual who in good faith reports suspected wrongdoing shall be subject to retaliation or discipline for having done so.  If a reporting individual is directly involved in a violation of this Code, the fact that he or she reported the violation will be given appropriate consideration in any resulting disciplinary action.  Failure to report wrongdoing of which an individual has knowledge may, by itself, be a basis for disciplinary action, up to and including termination for cause.

Responding to Violations

If a violation of any applicable law or regulation relating to the conduct of our business or of this Code is reported or detected, we will take all reasonable steps to respond appropriately to the violation and to prevent further similar violations.  When the Code of Conduct Officer or appropriate department manager receives information regarding a possible violation of any applicable law or regulation, he/she shall take appropriate steps to examine information and conduct the investigation necessary to determine whether an actual violation has occurred.  If a violation has occurred, the Code of Conduct Officer or the Board of Directors, as appropriate, will ensure that appropriate disciplinary action is taken and will consider necessary modifications to our compliance procedures to diminish the chances of recurring violations.  Disciplinary action may extend, as appropriate, up to and including discipline or termination of any employee that has participated in the violation.

Retaliation is Prohibited

The Company will not tolerate retaliation against any person who, in good faith, reports any suspected violation of this Code or participates in any investigation of the matter.  In the event that any employee believes that he/she has been subject to any such retaliation, that employee should immediately report that matter to Human Resources or the Code of Conduct Officer. Any such report of retaliation will also be immediately investigated, and appropriate remedial action will be taken.

Ensuring a Professional Working Environment

The following is a brief description of key issues relating to employees and our relationships while at work. The Company has detailed policies on these matters. Please refer to the MySkin Employee Handbook.

Equal Opportunity

MySkin encourages a creative, diverse and supportive work environment and bases all employment decisions on the principles of equal employment opportunity. MySkin managers are expected to make all employment decisions based on merit, experience and sound business reasons. MySkin policy prohibits discrimination on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate. It is the responsibility of all MySkin employees to conform to this policy.

This policy applies to all employees, applicants for employment, or others who may be present in the workplace. Any person who feels he or she has been discriminated against, or feels he or she has witnessed such action, is strongly encouraged to report the incident.

Harassment

MySkin strives to maintain a workplace free from harassment and where all employees are treated with respect.  MySkin’s policy prohibits harassment on the basis of sex, race, religion, color, national origin or ancestry, disability, medical condition, marital or veteran status, age, sexual orientation or any other basis protected by law in every jurisdiction that we operate.

Harassing behavior will not be tolerated. Harassment includes unwelcome conduct of a verbal or physical nature, when such conduct has the purpose or effect of creating an intimidating, hostile or offensive working environment as defined by law, has the purpose or effect of unreasonably interfering with an individual’s work performance, or adversely affects an individual’s employment opportunities.  Examples of improper harassment include:

Verbal harassment: epithets, derogatory comments, slurs or innuendos

Visual harassment: derogatory, offensive or graphic written, printed or electronic materials

Physical harassment: unwelcome touching or physical interference

Sexual harassment: unwanted sexual advances such as repeated requests for dates, leering, making sexual gestures or displaying sexually suggestive objects or pictures, requests for sexual favors, or other verbal or physical conduct of a sexual nature

Retaliation: negative employment action taken against an employee making a claim of harassment or assisting in an investigation

If you believe you have experienced or observed illegal harassment you should immediately contact your manager or Human Resources. Any manager who receives information about alleged harassment or discrimination is required to immediately report it to Human Resources.

The facts and circumstances of any claim will be fully investigated by Human Resources so that appropriate corrective action can be taken. Any employee who is determined by MySkin to have engaged in the harassment of another individual will be subject to severe discipline, up to and including termination.

Information Resources and Electronic Communications

MySkin’s information resources, including email, computers, phones and fax/copy machines, are MySkin property and intended for MySkin-related business use. While MySkin understands that employees may sometimes use such resources for personal interests, such use should be limited and consistent with the other policies outlined in this Code.  Personal messages via email and voice mail may be sent, but should be minimized and brief. You may not, however, send messages that may be perceived as obscene, harassing or threatening. Misuse of MySkin’s communications systems is considered misconduct and may result in disciplinary action up to and including termination.

MySkin reserves the right to examine, use, copy and/or delete user files or other information consistent with MySkin’s business interests and applicable law.  Because all email and voice mail stored in MySkin’s equipment is considered company property, MySkin may periodically check usage to correct network problems, confirm proper use and establish security. Therefore, you should not have any expectation of personal privacy for messages that you send, receive or store on these systems. Accessing the email or voice mail of any employee by another employee is strictly prohibited without their consent. If there is a legitimate business reason to access the email or voice mail of another employee, please present your request to your manager who will seek approval through senior management. Only the IT Department, or designees, may access the email or voicemail of another employee.

Environmental Compliance and Safety

MySkin is committed to environmental responsibility. The Company will comply with all federal, state and local regulations relating to the protection of the environment in the conduct of its business. It is the responsibility of all of our employees to ensure that their activities strictly adhere to applicable laws, regulations, and permit requirements, as well as to all Company policies and procedures on environmental protection. In addition, employees must report all circumstances in which regulated materials or wastes are improperly discharged, treated, or transported. Environmental misconduct, even if totally unintentional, carries severe penalties and could result in criminal prosecution of employees involved and the Company.

MySkin strives to provide a safe and healthy workplace for our employees and to conduct operations with minimal environmental impact. It is the responsibility of associates at each MySkin site to comply with all applicable local regulations. Each site must also comply with the corporate Environmental Health & Safety manual and its requirements.

Avoiding Conflicts of Interest

Employees are expected to make or participate in business decisions in the course of their employment with MySkin based on the best interests of the company as a whole, and not based on personal relationships or benefits.  We have no desire to infringe on the personal lives of our employees and respect the right of our employees to manage their own affairs.  However, conflicts of interest can compromise employees’ business ethics.

At MySkin, a conflict of interest is any activity that is inconsistent with or opposed to MySkin’s interests, or gives the appearance of impropriety.  A conflict of interest arises whenever an employee has an interest in any business or property or an obligation to any person that might affect the employee's fulfillment of responsibilities to MySkin.  An example of a conflict of interest is any opportunity for personal gain by an employee arising as a result of employment with MySkin but apart from the normal compensation provided by the Company, such as the receipt of a commission from a supplier for getting them business from MySkin.

Our employees must avoid situations or relationships where their personal interests could conflict, or reasonably appear to conflict, with the interests of the Company.  While an activity constituting an actual conflict of interest is never acceptable, you must avoid activity involving even the appearance of such a conflict. In addition, you may not circumvent this policy by using other people to indirectly do what you are prohibited from doing yourself.

While it is difficult to list all of the various ways in which a conflict can arise, they often involve one or more of the following issues:

• Outside board memberships
• Outside business interests
• Outside investments
• Outside employment
• Business relationships with friends or relatives

Set forth below is specific guidance for some areas of potential conflict of interest that require special attention. These are merely examples. Ultimately, it is the responsibility of each individual to assess each situation. Employees are urged to discuss any potential conflicts of interest with their manager, Human Resources, or the Code of Conduct Officer.

Employees are expected to disclose to their supervisors any situations that may involve inappropriate or improper conflicts of interests affecting them personally or affecting other employees or those with whom we do business.

Certain activities may be authorized if approved in advance by an appropriate level of MySkin management. Prior to engaging in an activity that constitutes a potential conflict of interest, you must disclose the situation in writing and obtain written approval.  You should disclose the matter to your manager, who will review the matter with Human Resources, and if necessary the Code of Conduct Officer, and respond with MySkin’s approval or denial in writing.  Waivers of conflicts of interest involving MySkin’s directors and executive officers require the approval of the Audit Committee of the Board of Directors.

Outside Board Memberships

As a rule, it is a conflict of interest to serve as a director or as a member of an Advisory Board (AB) of any current or likely competitor of MySkin. Although you may serve as a director or AB member of a company supplier, customer or other business partner, our policy requires that you first obtain approval from Human Resources before accepting such a position.  Approval may be subject to conditions. Approval is likely to be denied where the MySkin employee either directly or indirectly has responsibility to affect or implement MySkin’s business relationship with the other company. Any compensation that you receive as a director or AB member should be commensurate to your responsibilities.  Generally, however, employees may not receive any form of compensation for service on a board of directors of a company if the service is at the request of the company or in connection with MySkin’s investment in that company, or the directorship is in connection with a MySkin relationship.

MySkin employees should recognize outside board memberships as an opportunity to provide expertise and to broaden their experience. However, they should never place you in a position where another company expects to use an employee’s board membership as a way to influence MySkin decisions or to obtain access to MySkin confidential information.

MySkin may periodically conduct an inquiry to determine the status of employee membership on outside boards and may rescind prior approvals in order to avoid a conflict of interest or for any reason deemed to be in the best interests of the Company.

Outside Business Interests and Corporate Opportunities

Employees should avoid any outside financial interests that might influence their decisions or actions on behalf of the Company.

MySkin employees will occasionally find themselves in a position to invest in MySkin partners or customers. MySkin policy prohibits personal investments in any MySkin customer, supplier or competitor without disclosure to the Code of Conduct Officer and approval by senior management (who may require approval from the Board of Directors). In cases where the investment may cause divided loyalty or the perception of conflict of interest, approval is likely to be denied.  (Note: this restriction does not apply to holdings of one percent or less of the stock or other securities of a corporation whose shares are publicly traded, provided that the investment is not so large financially either in absolute dollars or percentage of the individual’s total investment portfolio that it creates the appearance of a conflict of interest.) In addition, as a MySkin employee, you may not make investments based on your access to customer/supplier confidential information.

If an investment is made and/or approval is granted, and an employee subsequently finds himself in a potentially conflicted position, the employee should disclose his conflict of interest to all involved and recuse himself from any involvement with the relationship until divested of the investment.

Employees are also responsible for advancing the company’s legitimate interests when the opportunity arises.  Employees are prohibited from taking personal opportunities that are discovered through the use of corporate property, information or position, using corporate property, information or position for personal gain, or competing with MySkin.

Outside Employment and Activities

Although MySkin does not prohibit all outside employment, MySkin’s employees may not accept outside employment or consulting positions or engage in outside activities that would have a negative impact on the performance of their job, conflict with their obligations to MySkin, or in any way negatively affect the Company’s reputation.  Examples of prohibited employment include, but are not limited to:

• Performing work for a customer or supplier unless prior written approval of the Code of Conduct Officer is obtained.
• Performing work for any company that is a MySkin competitor.
• Engaging in services or selling products that directly compete with MySkin services or products.
• Engaging in activities that support or promote a competitor’s products or services.
• Engaging in outside employment that uses your time at MySkin or the resources of the Company.

 MySkin employees may also be requested to speak at outside events. Speaking at events, when it is in MySkin’s best interests, is considered part of an employee’s normal job responsibilities. Because employees may spend work time preparing for, attending and delivering presentations approved by management and are therefore already compensated for their efforts, employees should not request or negotiate a fee from the organization sponsoring the speech.  An unsolicited fee may be accepted with written authorization from the Code of Conduct Officer, or alternatively, a fee can be requested and accepted provided it is accepted on MySkin’s behalf or donated to a non-profit charitable organization on MySkin’s behalf.

Receiving Gifts or Gratuities

Our employees and members of their families must not accept gifts of money under any circumstances, nor may they solicit non-monetary gifts, gratuities or any other personal benefits or favors from our vendors, customers or competitors.  Employees and members of their immediate families may accept unsolicited, non-monetary gratuities of the following nature from a business, firm or individual doing or seeking to do business with MySkin:

Gifts of nominal value, or gifts of an advertising or promotional nature (such as inexpensive novelties).

Reasonable business meals and entertainment.

The foregoing exceptions should be infrequent, consistent with accepted business practice and for the express purpose of furthering a business relationship.

In rare circumstances, gifts of more than nominal value may be accepted on behalf of MySkin (not an individual) with the approval your supervisor if protocol, courtesy, or other special circumstances require.  However, all such gifts must be turned over to Human Resources for appropriate disposition.

MySkin's personnel should courteously decline or return any kind of gift, favor, or offer of an excessive value which violates this Code and inform the offeror of our policy.

Giving Gifts or Gratuities

MySkin prohibits giving monetary or other compensation to people employed by MySkin customers or vendors. Advertising novelties, nominal gifts or entertainment may only be given to customers and vendors at MySkin’s expense if:

They are consistent with accepted business practice,

They are of nominal value and cannot be construed as a bribe or payoff, and

They do not violate any law, government regulation or generally accepted ethical standards, including state and federal procurement laws and regulations and the U.S. Foreign Corrupt Practices Act, discussed later in this Code.

In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety and public disclosure would not embarrass MySkin.

Personal Financial Transactions and Loans

MySkin executive officers and other employees in management or supervisory positions should not engage in financial transactions with employees in the form of substantive loans, whether or not that employee is under the direct leadership of that supervisor. MySkin executive officers and other employees in management or supervisory positions are also prohibited from accepting loans from employees.

From time to time, certain departments may ask for voluntary contributions from employees for such events as weddings and birthdays.  While the Company does not discourage this type of activity, no employee should feel that he/she is compelled to contribute.  Should an employee feel that he/she is being coerced into participating in any such fund raising, he/she should immediately bring it to the attention of Human Resources or the Code of Conduct Officer or report it anonymously via the Ethics Hotline.

Loans to or guarantees of obligations of loans by MySkin are not permitted to any member of our Board of Directors or any MySkin executive officer.  If a transaction could in any way be construed as a loan or guarantee to one of these individuals, contact the Code of Conduct Officer for advice before proceeding.

Related Party Transactions

You should avoid conducting company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to your manager. If the relationship is determined to be material by your manager, the question should be reviewed by the Code of Conduct Officer and approved in writing in advance of such related party transaction. All related party transactions dealing with parties related to an executive officer or member of our Board of Directors must be pre-approved by the Audit Committee of the Board of Directors. Any dealings with a related party must be conducted in such a way that no preferential treatment is given.

Working with Relatives

Supervisory relationships with family members or significant others present special workplace problems, including a conflict of interest, or at least the appearance of conflict. MySkin discourages the employment of relatives and significant others within the same department and prohibits the employment of such individuals in positions with a direct reporting relationship or where significant influence over personnel decisions resides in one employee.  If such a relationship exists or occurs, or if a question arises about whether a relationship is covered by this policy, the employee must report it in writing to his supervisor and Human Resources. Human Resources has the ultimate responsibility for determining the applicability of this policy.

Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring it to the attention of his/her supervisor and Human Resources. Reassignment may be an option.

Other Possible Conflicts of Interest

Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind, you should consult your manager.

Handling and Protecting Confidential Information

Proprietary/Confidential Information of MySkin

During your employment with MySkin, you will have access to various forms of proprietary and confidential information regarding MySkin. Any information concerning MySkin, its products or its business that is not generally available to others is confidential. Most of MySkin’s technology and much of our other know-how and experience are protected as trade secrets. Such trade secrets are valuable assets. The improper disclosure of proprietary or confidential information could significantly impact MySkin’s competitive position and waste valuable company assets. In addition to constituting a violation of MySkin policy, failure to observe this duty of confidentiality may additionally result in a conflict of interest or a violation of securities, antitrust, or employment laws and would be a violation of the agreement you signed when you joined MySkin to protect and hold confidential MySkin’s proprietary information.

Every employee must safeguard confidential information and prevent unauthorized disclosure and make sure that all authorized disclosures are made in accordance with MySkin’s policies on control of confidential information.  If you determine with your manager that disclosure of confidential information is necessary, you must then contact senior management to ensure that an appropriate written Nondisclosure Agreement (NDA) or other appropriate contract is signed prior to disclosure.  If not previously signed, you must have a MySkin standard NDA executed by the third party and an appropriate MySkin signatory (refer to MySkin’s signature policy). You may not sign a third party’s NDA or accept changes to MySkin’s standard NDAs without review and approval by the President or CEO. No financial information may be disclosed about MySkin without the prior approval of the Chief Financial Officer. In addition, all employees should ensure that all disclosures of MySkin proprietary and confidential information meet the requirements set forth in MySkin’s policies on control of confidential information regarding identification, classification, labeling, handling and destruction of confidential information.

The obligation to maintain the confidentiality of proprietary information continues even after your employment terminates. Likewise, MySkin requires new employees to honor any continuing confidentiality obligations that they may have with previous employers.

Disclosure of Inventions

Any work developed by employees or contractors within the scope of their employment with or services to MySkin belongs to MySkin.

Confidential Information of Employees

Selected human resource and personnel information must be kept strictly confidential and used only for the purpose for which it is intended. Managers and other employees with access to an employee’s personal information are responsible for limiting access to that information to only those individuals with a legitimate business need to know. Please contact Human Resources for more specific guidance or for questions.

Confidential Information of Third Parties

In addition to protecting our own trade secrets, it is our policy to respect the trade secrets of others. Confidential information may be received from other companies or individuals in the course of MySkin’s business. Confidential information should only be received under the auspices of a written agreement. Confidential information of a third party must be disclosed only to those MySkin employees who need access to such information to perform their jobs for MySkin and must not be disclosed to anyone outside of MySkin without specific authorization. Unauthorized disclosures, including theft and misappropriation, may result in a loss of the value of the trade secrets and may constitute a crime or amount to a breach of contract. Finally, confidential information of a third party must not be used or copied by any MySkin employee, except as permitted by the third-party owner.

Unsolicited third party confidential information should be refused. If inadvertently received by a MySkin employee, confidential information should be returned unopened to the third party or transferred to the Code of Conduct Officer for appropriate disposition. If a MySkin employee is furnished with information or becomes aware of information which may have been misappropriated from another party, the employee must immediately contact the Code of Conduct Officer.

Legal Requests for Disclosure

MySkin’s employees, agents and contractors must consult with the Code of Conduct Officer in connection with any legal inquiries, lawsuits and legally related investigations and requests for information, documents or interviews. All government requests for information, documents or investigative interviews must also be referred to the Code of Conduct Officer.

Insider Information

Until released to the public, material information concerning our business, including its plans (present and future), financial performance, financial schedules, successes or failures, is considered "inside" information and, therefore, confidential.  Inside information is "material" if it would likely affect a reasonable person's decision to buy, sell, or hold a company's securities.  It includes any information that could reasonably affect the price of a security.  Material non-public information may be positive or negative in nature.

All material non-public information concerning our business belongs to the Company, and all employees have a duty to exercise due care to maintain the integrity of such information.  Our policy precludes the unauthorized disclosure of such information or use of such information for personal benefit.  Any employee who uses such information for personal benefit or discloses it to others outside the Company violates his/her duty to our Company.

Once a public announcement has been made of material information, employees should wait until the second business day after the announcement before engaging in any transactions in our stock.

The prohibition on the use of inside information applies not only to knowledgeable Board members and officers, but also non-management employees and persons outside the Company (spouses, parents, friends, children, brokers, etc.) who have acquired the information directly or indirectly from us. The Board of Directors and officers are subject to more restrictions on the trading of stock. Any questions regarding insider trading should be directed to the Insider Trading Compliance Officer.

Third-Party Copyrighted Material

An appropriate license must be obtained prior to using any third-party copyrighted material. It is against company policy for any employee to copy, reproduce, scan, digitize, broadcast or modify third-party copyrighted material when preparing MySkin products or promotional materials, unless written permission has been obtained. It is also against company policy for MySkin employees to use the company’s facilities for the purpose of making or distributing unauthorized copies of third-party copyrighted materials for personal use or for use by others.

Communications with Media and Financial Analyst Community

MySkin has established specific policies regarding communicating information to the media and information analyst community. In particular, company policy prohibits any unauthorized communications with outside parties, including analysts and the media, concerning MySkin’s financial performance. If you are contacted by the media or financial analysts requesting this type of information, you should decline to comment and refer the inquiry to Corporate Communications/Investor Relations.

Document Retention and Destruction

MySkin maintains records management policies for the retention, protection and disposition of company records to fulfill legal requirements as well as to increase operational efficiency and reduce our internal and external storage costs. Proper control of records helps to minimize litigation cost, fines imposed on the company and potential criminal prosecution of employees. Retention and disposition of MySkin business records should be carried out in the normal course of business in accordance with our Document Retention Policy.  If you have any questions, you should first review the Document Retention Policy before contacting your manager.

Accurate Business Communications and Records

MySkin is committed to full, fair, accurate, timely and understandable disclosure in reports and documents filed with the Securities and Exchange Commission (SEC) and in other public communications.  To provide an accurate and auditable record of all financial transactions, MySkin’s books, records, and accounts must be maintained in conformity with generally accepted accounting principles and the standards established by applicable laws and regulations.

Maintaining accurate and reliable business records is not only required by law, it is also of critical importance to the Company’s decision-making process and to the proper discharge of its financial, legal, and reporting obligations.  All business records, expense accounts, vouchers, bills, payroll documents, service records, reports to government agencies and other reports, books, and records of MySkin must be prepared with care and honesty.  False or intentionally misleading entries in such reports are illegal and are not permitted.  Further, the Company specifically requires that:

• All payments made on MySkin’s behalf must be fully and accurately described in the supporting documentation.
• No payment may be approved or made with the intention or understanding that it is to be used for any purpose other than that described by the document supporting the payment.
• No access to MySkin’s funds or assets will be allowed without proper authority.
• No fund or account may be established for a purpose that is not accurately described on the Company's books and records.
• The accounting requirements of each country in which MySkin conducts business must be complied with.
• All expense reporting must be documented in an accurate manner and include all required signature approvals.
• MySkin has established accounting procedures and internal control procedures to ensure that financial transactions are accurately recorded.  Strict compliance with these procedures is required at all times.
• Our Relationship with Customers, Business Partners and Suppliers

Free and Fair Competition

The U.S. and most of the countries where we do business have laws designed to encourage and enforce free and fair competition.  For example, the U.S. has antitrust laws and the European Union has fair competition laws. MySkin is committed to obeying both the letter and spirit of these laws. We expect our employees to fully comply with all applicable antitrust and fair competition laws while engaged in activities on behalf of the Company.

            Competitors

Antitrust or fair competition laws generally prohibit any activities that may restrain free trade. Agreements, written or oral, with competitors to do the following activities are strictly prohibited:

• Set prices and price-related terms and conditions (such as credit terms and discounts).
• Divide or allocate markets, territories or customers.
• Limit or restrict the development or production of products.
• Refuse to deal with, or boycott, particular customers or suppliers.

Collusion among competitors is illegal, and the consequences of a violation are severe. As a rule, contracts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers and suppliers. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules, as may purchases from or sales to competitors on non-competitive products. However, senior management must review all such proposed ventures in advance. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose and limits its activities to that purpose. You must avoid any discussion and must not enter into any agreements that may violate antitrust laws or give the perception of conflict of interest, even when brought up in a casual conversation.

Finally, employees, agents or contractors of MySkin may not knowingly make false or misleading statements regarding its competitors or the products of its competitors. You should sell on the basis of MySkin’s capabilities and benefits to the customer and follow these guidelines when discussing a competitor or its products:

• Avoid disparaging remarks about a MySkin competitor.
• Avoid commenting on negative publicity about a MySkin competitor.
• Avoid remarks based on rumor or other non-factual, unconfirmed data.

Distributors, Resellers and Customers

Antitrust and fair competition laws also often regulate a company’s relationships with its distributors, resellers and customers. The U.S. antitrust laws generally require that competing customers be treated fairly.  For example, selling products of like grade and quality to competing customers at different prices during the same time period is generally prohibited except that a price difference may be permissible if the lower price was given in good faith to meet a competitor's price or the difference between the prices can be cost-justified or justified by the receipt of a valuable right, such as a release of liability.  Likewise, promotional payments, services, and facilities (such as advertising displays) extended to one reseller must generally be made available on proportionately equal terms to all other resellers for the same product if those other customers are in competition with the recipient of the promotional assistance.

Antitrust and fair competitions laws generally address the following activities with distributors, resellers and/or customers:

·   Requiring resellers to maintain particular resale prices.

·   Discrimination based on prices, price-related terms and conditions, or promotional services provided to resellers where the effect of such discrimination would impact competition between the resellers (certain exceptions may apply where it is necessary to meet prices offered by the competition).

·   Agreeing with customers regarding the selection of other customers or the termination of customers.

·   Restricting distributors or resellers from carrying competing products.

·   Under certain circumstances, requiring a customer to purchase one product in order to be eligible to purchase another product.

Antitrust and fair competition laws around the world are complex and therefore MySkin sales and marketing employees must involve the senior management, and if necessary local counsel, before establishing pricing and contractual policies or deviating from existing policies.  All employees should have a basic knowledge of these laws and should involve the Code of Conduct Officer early on when questionable situations arise.

Supplier Selection and Relationships

When choosing a supplier, you should follow MySkin’s Supplier Selection and Evaluation Procedure.  MySkin is under no obligation to deal with all potential suppliers or award business to a supplier based solely on lowest price. However, employees should make decisions based on merits. You must avoid decisions that are based on, or give the impression of, unwarranted favoritism.  You should consider quality, experience, reputation, technology, service and cost. You should give each bid equal and fair consideration before you make your decision.

MySkin is an equal opportunity employer and encourages small and minority-owned businesses to become qualified and submit quotations to do business with MySkin. You should promote this practice in your job.

In general, use of MySkin’s name and logo by a supplier is not permitted. Any use of MySkin’s name as an endorsement is not permitted unless a written approval is obtained from Corporate Communications.

Exchanging Confidential Information

In the course of doing business with a supplier or customer, you may have to exchange company confidential information. Do not give or accept confidential information until both parties have signed a Nondisclosure Agreement. See “Handling and Protecting Confidential Information” above.

Interacting with Communities and Governments

Compliance with Export Control Laws

Although MySkin’s business does not generally involve the export of products, MySkin, like all US parties, may send materials or ship items abroad for various reasons. Compliance with U.S. export laws and the trade regulations of other countries is the unequivocal policy of MySkin and the responsibility of all MySkin employees.  No MySkin employee shall effect a transaction in violation of such laws. The United States has strict export controls against countries that the U.S. government considers unfriendly or as supporting terrorism. These regulations are complex and apply both to exports from the United States and to exports of items from other countries when those items contain U.S. origin components or technology. Since these regulations are complicated and may periodically change, advice on specific transactions should be obtained from senior management who may consult legal counsel.

Customs Compliance for International Shipping

MySkin’s policy is to comply fully with customs laws, regulations and policies in all countries where MySkin does business. Accurate customs information on shipping documents is required for all international shipments. Employees should not initiate international shipping documents outside approved shipping systems or the shipping department.

Anti-Corruption Laws and Bribery

The Foreign Corrupt Practices Act (FCPA) and other laws prohibit a corporation and its employees and agents from directly or indirectly paying, or promising or offering to pay any money, gift or anything of value to any foreign governmental employee/official, foreign political party (or official thereof) or any candidate for foreign political office with the purpose of unlawfully influencing such person to make a decision that would favor MySkin business.  The FCPA applies to MySkin, and it is company policy that MySkin employees worldwide comply with the FCPA provisions. In addition to compliance with the FCPA, it is MySkin policy that no improper or unethical payments to government officials worldwide shall be made.

The above prohibition also applies where MySkin has knowledge of any such payment made by an agent, partner, reseller or third party on MySkin’s behalf.  To ensure compliance with the FCPA by all agents who act on behalf of MySkin with government officials, you must review and follow any procedures established by MySkin for hiring agents and representatives before hiring any third party that will act or appear to act on MySkin’s behalf in the promotion of business to government agencies or government companies outside the United States.

Note that the FCPA and other anti-corruption laws provide exceptions for certain minor payments permissible under local law for the purpose of facilitating routine, non-discretionary acts or services, such as payments for processing governmental papers, telephone service or obtaining adequate police protection. While Company policy does not prohibit such payments if allowed by local law, in cases where facilitating payments may be involved, employees must seek advice and approval in advance from their immediate supervisor and the Code of Conduct Officer.  Any such facilitating payments must be properly accounted for in the Company's records.

In addition to the anti-bribery provisions, the FCPA has separate accounting standards that require that proper controls be in place to ensure the lawful use of MySkin assets. Pursuant to the FCPA accounting standards, no payment shall be made, or other transaction entered into, on behalf of MySkin without proper management approval. Likewise, MySkin funds, assets or services cannot be used for any purpose that is unlawful under the laws of the United States, any state thereof, or any jurisdiction (foreign or domestic). Complete and accurate records should be maintained of all transactions, including transactions that relate in any way, directly or indirectly, to a foreign government official. Additionally, no undisclosed or unrecorded funds or assets of MySkin shall be established for any purpose, and no false or artificial entries shall be made in any MySkin books or records for any reason. All employees must comply strictly with the accounting standards of the FCPA.

Finally, because it is illegal in almost all jurisdictions for a government official to receive personal payments as a result of their official duties, no contract or other agreement may be concluded between MySkin, or any affiliate of MySkin, and any business in which a government official is known to have an interest without the prior approval of the Code of Conduct Officer.

Any employee having information or knowledge of any unrecorded fund or asset transfer, or any violation of the FCPA, should immediately report that matter to the Code of Conduct Officer.

Relationships with Government Personnel

We require our employees, officers, and directors, as well as consultants, agents and other representatives adhere to the highest ethical standards of conduct when dealing with government personnel.  The Company's dealings with federal, state, and local government officials must not only comply with the letter and spirit of all applicable laws and regulations, they must be free from even the appearance of impropriety.  To ensure compliance with such laws, the Code of Conduct Officer must be contacted prior to any interactions with government officials that are not routine – a routine procedure or law applies to all companies or persons the same way under the law.

Gratuities and Gifts

Almost all governmental jurisdictions impose some kind of limit on the value of gifts that officials may receive and require disclosure of gifts above a certain threshold. Gifts typically include meals, beverages, travel and related expenses, honoraria, and tickets to entertainment or sporting events. The laws on gifts vary considerably depending upon the jurisdiction of the official who is the recipient of the gift. In any case, a gift or promise of anything of value to a government official or employee in the hope of obtaining favorable action is prohibited by company policy and by the laws of most jurisdictions. In addition, federal agencies and organizations have strict regulations which generally forbid federal officials and employees from asking for or accepting gifts from any person or company that is regulated by or does business with their agency or that are given for or because of their status as a federal official or employee.

MySkin's employees, officers, and directors, as well as its consultants, lobbyists, agents, and other representatives must obey the law and respect the policies of federal government agencies and organizations with which MySkin does business.  As a general rule, giving anything of value to a federal official or employee is strictly prohibited.  In those limited situations where federal law and the particular federal agency's or organization's rules permit its employees or officials to receive certain types of gifts, no gift may be offered or given without prior approval of an executive officer of the Company.  The Company will not tolerate the giving of bribes, illegal gratuities, or improper gifts in any form to government personnel.  Any employee who becomes aware of any such conduct should immediately report it to the Code of Conduct Officer.

If any MySkin employee is asked by a government official or employee for a gift of any kind (including gifts of services), he/she she must courteously decline and immediately report the request to his/her supervisor or the Code of Conduct Officer.

Political Activities and Campaign Contributions

MySkin may not use its funds or assets for political contributions worldwide without the prior authorization by the Board of Directors, who will consult with outside counsel and local counsel to clear any proposed political contributions using MySkin assets. No MySkin funds or assets may be contributed to any candidate for federal office or their committees, or to political action committees (PAC) supporting or opposing federal candidates.

The following are examples of political activities that are prohibited in connection with federal election:

• Political contributions by an employee that are reimbursed by the Company through expense accounts or in other ways.
• Contributions in kind, such as lending employees to political parties, using Company facilities or Company-provided transportation to support political campaigns, or performing services for political committees, campaigns, or candidates on Company time.
•  Indirect contributions by the Company through suppliers, customers, or agents.

MySkin offices must obtain approval prior to the visits of government officials or political candidates to their locations to ensure that such visits do not constitute political contributions. Employees who have used MySkin funds to make campaign contributions without obtaining the required approval in advance may be required to reimburse MySkin for such expenses and will be subject to appropriate disciplinary action.

This policy is not intended to discourage or prevent MySkin employees from engaging in political activities on their own time and at their own expense, or from making personal contributions to political candidates, political parties or PACs, or from expressing their personal views on legislative or political matters.  However, it is improper for an employee to use his/her position within the Company to coerce political contributions from other employees for the purpose of supporting a political candidate, political party or PAC.  Employees may make direct contributions of their own money, but such contributions are not reimbursable by MySkin.

Special Obligations For Employees With Financial Reporting Responsibilities

•  Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
• Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that MySkin files with, or submits to, governmental agencies and in other public communications.
• Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.
• Maintain skills and knowledge of one’s profession and important and relevant to MySkin’s needs and share these with others as appropriate.
• Proactively promote and be an example of ethical behavior in one’s staff, one’s peers and throughout the company.
• Achieve responsible use of and control over all assets and resources employed or entrusted to him/her.
• Promptly report to the Chairman of the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Financial Officer Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a violation.

Summary

MySkin expects employees at all levels to observe and respect the laws and regulations and standards of business conduct that govern the conduct of our business. The Company is committed to designing, applying, and enforcing a corporate compliance program that will assist its employees in achieving this goal.

All employees are expected to read and understand this Code, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all contractors, representatives and agents are aware of, understand and adhere to these standards.

Remember that the provisions of this Code are fully binding on you, without exception, as long as you are a MySkin employee. This Code is general in nature. There may be additional policies, procedures and rules that relate to employees in general or relate to your site or function and which you are expected to abide by.

Nothing in this Code or other related communications creates or implies an employment contract or term of employment.

Because we continuously review and update our policies and procedures, this Code is subject to modification. This Code supersedes all other such codes, policies, instructions, practices, rules and written or verbal representations to the extent they are inconsistent.

Please sign the acknowledgement form at the end of this Code and return the form to Human Resources indicating that you have received, read, understand and agree to comply with this Code. The signed acknowledgement will be located in your personnel file. Each year you may be asked to sign a new form and attend continued training.

EX-23.1

Exhibit- 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 4 to the Registration Statement  on Form S-1 of our report dated April 3, 2009 relating to the financial statements of MySkin, Inc., which appears in such Registration Statement.  We also consent to the references to us under the headings “Experts” in such Registration Statement.

/s/GOLDMAN PARKS KURLAND MOHIDIN LLP

Goldman Parks Kurland Mohidin LLP

Encino, California

April 28, 2009

EX-24.1

Exhibit 24.1

Power of Attorney

We, the undersigned directors and officers of MySkin, Inc., do hereby constitute and appoint Marichelle Stoppenhagen or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement, that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Signature and Title	Date
/s/ Marichelle Stoppenhagen	April 28, 2009
Marichelle Stoppenhagen, Director, President and Chief Executive Officer, CFO, Secretary
/s/ Jeremy Paye	April 28, 2009
Jeremy Paye, Director
/s/ Paul Matthews	April 28, 2009
Paul Matthews, Director