0


UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended June 30, 2008








[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from __________ to __________





Commission
File Number 0-29301





LightTouch Vein & Laser,
Inc.


(Exact
name of registrant as specified in its charter)





Nevada                                                                                                          
                        87-0575118


(State or
other jurisdiction
of                                                                                                (IRS
Employer Identification No.)


incorporation
or organization)





4764 South 900 East, Suite
3                                                                          
                                                       84088


(Address
of principal executive
offices)                                                                                                           
(Zip Code)





801-550-1055


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.


Yes [X]   No
[   ]





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





Large Accelerated filer  ̈                                                                                                           Accelerated
filer  ̈


Non-accelerated filer   ̈ (Do not check if a
smaller reporting
company)                                                                                                                                Smaller
reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[X]   No [  ]





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date.


15,969,007 shares of $0.001
par value common stock on August 15, 2008





1


Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements


LightTouch
Vein & Laser, Inc.


FINANCIAL
STATEMENTS


(UNAUDITED)


June 30,
2008





The
financial statements included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  However, in the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary to present fairly the financial position and results of
operations for the periods presented have been made.  These financial
statements should be read in conjunction with the accompanying notes, and with
the historical financial information of the Company.





2





LIGHTTOUCH
      VEIN & LASER, INC.BALANCE
      SHEETSJune
      30, 2008
            
            Dec
      31, 2007UnauditedASSETSCurrent
      assetsPrepaid
      Expenses
            
            
            $
            -
            
            $
            -Total
      Assets
            
            
            $
            -
            
            $
            -LIABILITIESCurrent
      liabilitiesAccounts
      Payable
            
            
            $
            8,830
            
            $
            2,207Related
      Party Payable
            
            
            19,379
            
            
            11,911Total
      liabilities
            
            
            
            28,209
            
            
            14,118STOCKHOLDERS' EQUITY
    (DEFICIT)Preferred
      Stock:($0.001 par value, 25,000,000 shares authorized,no
      shares issued outstanding.
            
            
            0
            
            
            0Common
      stock, $ 0.001 par value, 100,000,000 shares authorized,15,969,007
      shares issued and outstanding
            
            
            15,969
            
            
            15,969Paid-in
      capital
            
            
            
            7,102,194
            
            
            7,102,194Retained
      deficit
            
            
            
            (7,146,372)
            
            
            (7,132,281)Total
      stockholders' equity (deficit)
            
            
            (28,209)
            
            
            (14,118)Total
      liabilities and stokholders' equity (deficit)
            
            $
            -
            
            $
            -








The
accompanying notes are an integral part of these financial
statements.
 3





LIGHTTOUCH
      VEIN & LASER, INC.STATEMENTS
      OF OPERATIONS(unaudited)Three
      Months Ended June 30,
            
            Six
      Months Ended June 30,2008
            
            2007
            
            2008
            
            2007Income
      from OperationsGeneral
      and Administrative
              Expenses
            
            $
            (6,416)
            
            $
            (1,414)
            
            $
            (13,304)
            
            $
            (1,914)Net
      loss from operations
            
            $
            (6,416)
            
            $
            (1,414)
            
            $
            (13,304)
            
            $
            (1,914)Other
      Income and ExpensesInterest
      expense
            
            
            (453)
            
            $
            (85)
            
            $
            (787)
            
            $
            (85)Net
      Income (Loss)
            
            $
            (6,869)
            
            $
            (1,499)
            
            $
            (14,091)
            
            $
            (1,999)Earnings
      (loss) per common
              share
            
            $
            (0.00)
            
            $
            (0.00)
            
            $
            (0.00)
            
            $
            (0.00)Average
      weighted number of
              common
      shares outstanding
            
            
            15,969,007
            
            
            15,969,007
            
            
            15,969,007
            
            
            15,969,007








The
accompanying notes are an integral part of these financial
statements.
 4





LIGHTTOUCH
      VEIN & LASER, INC.STATEMENTS
      OF CASH FLOWS(unaudited)Six
      Months Ended June 30,2008
            
            2007Cash
      flows from operating activitiesNet
      income (loss)
            
            $
            (14,091)
            
            $
            (1,999)Change
      in current assets and liabilitIes:Prepaid
      Expenses
            
            
            0
            
            
            (1,000)Accounts
      Payable
            
            
            6,623
            
            
            739Related
      Party Payable
            
            
            7,468
            
            
            2,260Net
      Cash Provided by Operating Activities
            
            
            0
            
            
            0Net
      increase (decrease) in cash
            
            
            0
            
            
            0Cash
      at beginning of period
            
            
            0
            
            
            0Cash
      at end of period
            
            $
            0
            
            $
            0








The
accompanying notes are an integral part of these financial
statements.
 5


LightTouch
Vein & Laser, Inc.


Notes
to Unaudited Financial Statements


June
30, 2008








Note
1:                      Basis
of Presentation





The
accompanying unaudited financial statements of LightTouch Vein & Laser, Inc.
(the “Company”) were prepared pursuant to the rules and regulations of the
United States Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.
Management of the Company (“Management”) believes that the following disclosures
are adequate to make the information presented not misleading. These unaudited
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company’s Form 10-KSB report
for the year ended December 31, 2007.





These
unaudited financial statements reflect all adjustments, consisting only of
normal recurring adjustments that, in the opinion of Management, are necessary
to present fairly the financial position and results of operations of the
Company for the periods presented. Operating results for the six months ended
June 30, 2008, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008.





Note
2:                      Summary
of Significant Accounting Policies





Organization – The
Company was organized under the laws of the State of Nevada on May 1, 1981 under
the name of Strachan, Inc. and during 1999, the Company changed its name to its
present name. Between 1999 and 2000, the Company acquired several subsidiary
corporations and conducted its business operations primarily through them.
Subsequent to August 2000, financial difficulties prevented these subsidiary
corporations from operating profitably and each of them ceased operations and in
most cases these corporations filed for bankruptcy in the applicable federal
court. At the present time the Company is seeking a business combination with an
operating entity.





Going Concern – The
accompanying unaudited financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. However, the
Company has not conducted any revenue producing operations during the past
several years, has no assets but has incurred liabilities of $28,209 as of June
30, 2008. The Company’s sole officer and director has paid the Company’s
expenses and serves in the capacities indicated without remuneration. These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The Company assumes that its arrangement with its sole officer
and director will continue into the future. These unaudited financial statements
do not include any adjustments that might result from a negative outcome of
these uncertainties. A change in these circumstances would have a material
negative effect on the Company's future.





Use of Estimates –
The accompanying unaudited financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and
require that management make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities. The use of estimates and assumptions may also affect the reported
amounts of expenses. Actual results could differ from those estimates or
assumptions.





Loss per Share of Common
Stock – The loss per share of common stock is computed by dividing the
net loss during the periods presented by the weighted average number of common
shares outstanding during that same period. There were no potential common
shares outstanding during any period presented that would result in a dilution
to the actual number of common shares outstanding. However, the Company may have
a contingent obligation to issue additional shares of common stock based on
acquisitions of entities that became subsidiaries of the Company. Such
contingent obligation has not been given consideration in computing the loss per
share of common stock (See Note 3: Common Stock).





Income Taxes – The
Company has no deferred taxes arising from temporary differences between income
for financial reporting and for income tax purposes.





6


LightTouch
Vein & Laser, Inc.


Notes
to Unaudited Financial Statements (continued)


June
30, 2008








Note
2:                      Summary
of Significant Accounting Policies (continued)





Recently Enacted Accounting
Standards – In March 2008, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (“SFAS”) No. 161, “Disclosures about Derivative
Instruments and Hedging Activities (an amendment to SFAS No. 133)”. This
SFAS is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008 and requires enhanced disclosures with
respect to derivative and hedging activities. The Company will comply with the
disclosure requirements of this statement if it utilizes derivative instruments
or engages in hedging activities upon its effectiveness.





In May
2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy).  This statement is
effective 60 days following the SEC’s approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”





In May
2008, the FASB issued Statement No. 163 “Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60.”  The
premium revenue recognition approach for a financial guarantee insurance
contract links premium revenue recognition to the amount of insurance protection
and the period in which it is provided. For purposes of this statement, the
amount of insurance protection provided is assumed to be a function of the
insured principal amount outstanding, since the premium received requires the
insurance enterprise to stand ready to protect holders of an insured financial
obligation from loss due to default over the period of the insured financial
obligation.  This Statement is effective for financial statements
issued for fiscal years beginning after December 15, 2008.





Note
3:                      Common
Stock





On August
15, 2000, the Company acquired Vanishing Point, Inc. (“Vanishing Point”) as a
wholly owned subsidiary through a triangular reorganization whereby an existing
subsidiary of the Company acquired all of the Vanishing Point common stock,
options to acquire common stock, warrants, and convertible notes (collectively
the “Exchange Securities”) in exchange for 8,576,589 shares of the Company’s
common stock. The conditions of the exchange require that the Exchange
Securities be surrendered to the Company’s transfer agent and that payment,
either in services or in a cash amount, be made by the Company. As a result of
the demise of the business operations of the Company’s subsidiaries shortly
after the Vanishing Point acquisition, both the terms and conditions of
surrendering the Exchange Securities were not completed. The Company believes
that all properly allowable issuances of the Company’s common stock for the
Exchange Securities have occurred, but no assurance thereof can be given. (See
Note 5: Contingent Liabilities)





Note
4:                      Related
Party Transactions





Since
2006, the Company’s sole officer and director has paid the Company’s general and
administrative expenses and in 2007, entered into an unsecured line of credit
note in the amount of $7,500, bearing interest at 10% per annum. During April of
2008, the Company increased this line of credit note to $25,000 with a due date
of April 14, 2009. At June 30, 2008 and December 31, 2007, the principal amount
due was $18,204 and $11,523, respectively and accrued interest amounted to
$1,175 and $388, respectively.





7


LightTouch
Vein & Laser, Inc.


Notes
to Unaudited Financial Statements (continued)


June
30, 2008








Note
5:                      Contingent
Liabilities





Subsequent
to August 2000, the Company’s subsidiaries became subject to various lawsuits
including bankruptcy proceedings. Even though the Company may have been named as
a defendant in such lawsuits, the Company denied any liability inasmuch as it
was not the operating entity that had entered into the agreements that were
being litigated and the Company had not made any commitments for the payment of
any liabilities incurred by its subsidiaries. Nevertheless, to the extent that
the Company was a party to any financial transactions that were not discharged
through any subsidiary’s bankruptcy proceedings, including any obligations
associated with the issuance of its common stock in conjunction with the
acquisition of Vanishing Point, the Company may have contingent
liabilities.





The
Company believes that there are no valid outstanding liabilities from either
prior operations or from potential stockholders with respect to the issuance of
additional shares of the Company’s common stock. If creditors or potential
stockholders were to come forward and claim that a liability is owed or that
additional shares of common stock should be issued to them, the Company has
committed to contest such claim to the fullest extent of the law. No dollar
amount has been accrued in the unaudited financial statements for this
contingent liability and to the best of the Company’s knowledge and belief the
financial statements accurately reflect the financial position of the Company as
of the dates presented and the Company believes that no contingent liabilities
exist.





8


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





Special Note Regarding
Forward-Looking Statements





This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the Plan
of Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."




Critical Accounting Policies
and Estimates







The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited Financial Statements and accompanying notes. 
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Actual results could differ from these estimates under different
assumptions or conditions.  The Company believes there have
been no significant changes during the three and six  month periods
ended June 30, 2008 and 2007, to the items disclosed as significant
accounting policies in management's Notes to the Financial Statements in the
Company's Annual Report on Form 10-KSB for the year ended December 31,
2007.





The
Company has not had revenues from operations in each of the last two fiscal
years and is considered a development stage enterprise. The Company’s current
operations have consisted of taking such action, as management believes
necessary, to prepare to seek an acquisition or merger with an operating entity.
The Company has obtained loans from an officer.  The Company may also
issue shares of its common stock to raise equity capital. The Company’s sole
officer and director has financed the Company's current operations, which have
consisted primarily of maintaining in good standing the Company's corporate
status and in fulfilling its filing requirements with the Securities and
Exchange Commission, including the audit of its financial statements. Beyond the
financial arrangements herein, the Company has not entered into a definitive
agreement with this officer, or anyone else, regarding the receipt of future
funds to meet its capital requirements. However, management anticipates that
whatever reasonable financial requirements may be necessary to further its plan
of operations, this officer will continue to provide such financial resources to
the Company as needed during the next twelve months.





Nevertheless,
the Company’s financial statements contained in this report have been prepared
assuming that the Company will continue as a going concern. As discussed in the
footnotes to the financial statements and elsewhere in this report, the Company
is in the development stage and has not established any source of revenue to
sustain operations. These factors raise substantial doubt that the Company will
be able to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





The
Company’s sole officer and director has paid on behalf of the Company certain
costs and as of June 30, 2008, the Company owed him $19,379.  The
Company in anticipation of additional cost to bring the Company current on all
of its reporting obligations has entered into a credit line for up to
$25,000.





Risks associated with the
plan of operations





In its
search for a business opportunity, management anticipates that the Company will
incur additional costs for legal and accounting fees to locate and complete a
merger or acquisition. Other than previously discussed, the Company does not
have any revenue producing activities whereby it can meet the financial
requirements of seeking a business opportunity. As of June 30, 2008, the Company
owed $28,209 and had no assets and may further obligate itself as it pursues its
plan of operations. There can be no assurance that the Company will receive any
benefits from the efforts of management to locate a business
opportunity.





9


The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, attempt to
acquire any business in any industry. The Company has unrestricted discretion in
seeking and participating in a business opportunity, subject to the availability
of such opportunities, economic conditions, and other factors. Consequently, if
and when a business opportunity is selected, such business opportunity may not
be in an industry that is following general business trends.





The
selection of a business opportunity in which to participate is complex and
risky. Additionally, the Company has only limited resources and this fact may
make it more difficult to find any such opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to the Company and its
stockholders. The Company will select any potential business opportunity based
on management's business judgment. At the present time, only Mr. Bailey serves
in management and allowing only one individual to exercise his business judgment
in the selection of a business opportunity for the Company presents a
significant risk to the Company's stockholders. The Company may acquire or
participate in a business opportunity based on the decision of management that
potentially could act without the consent, vote, or approval of the Company's
stockholders.





Since the
Company terminated operations, the Company has not generated any revenue and it
is unlikely that any revenue will be generated until such time as the Company
locates a business opportunity to acquire or with which it can merge. However,
the Company is not restricting its search to those business opportunities that
have profitable operations. Even though a business opportunity is acquired that
has revenues or gross income, there is no assurance that profitable operations
or net income will result therefrom. Consequently, even though the Company may
be successful in acquiring a business opportunity, such acquisition does not
assume that a profitable business opportunity is being acquired or that
stockholders will benefit through an increase in the market price of the
Company's common stock.





The
acquisition of a business opportunity, no matter what form it may take, will
almost assuredly result in substantial dilution for the Company's current
stockholders. Inasmuch as the Company only has its equity securities (its common
and preferred stock) as a source to provide consideration for the acquisition of
a business opportunity, the Company's issuance of a substantial portion of its
authorized common stock is the most likely method for the Company to consummate
an acquisition. The issuance of any shares of the Company's common stock will
dilute the ownership percentage that current stockholders have in the
Company.





The
Company does not intend to employ anyone in the future, unless its present
business operations were to change. Mr. Bailey does not have a contract to
remain with the Company over any certain time period and may resign his position
prior to the time that a business opportunity is located and/or business
reorganization takes place.





At the
present time, management does not believe it is necessary for the Company to
have an administrative office and utilizes the mailing address of the Company's
president for business correspondence. The Company intends to reimburse
management for any out of pocket costs other than those associated with
maintaining the mailing address.





Liquidity and Capital
Resources





As of
June 30, 2008, the Company had a negative $28,209 in working capital with no
assets and liabilities of $28,209.  If the Company cannot find a new
business, it will have to seek additional capital either through the sale of its
shares of common stock or through a loan from its officer, stockholders or
others. The Company has only incidental ongoing expenses primarily associated
with maintaining its corporate status and professional fees associated with
accounting and legal costs.





Management
anticipates that the Company will incur more costs including legal and
accounting fees to locate and complete a merger or acquisition.  At
the present time the Company does not have the assets to meet these financial
requirements. Additionally, the Company does not have substantial assets to
entice potential business opportunities to enter into transactions with the
Company.





10


It is
unlikely that any revenue will be generated until the Company locates a business
opportunity that it may acquire or with which it may
merge.  Management of the Company will be investigating various
business opportunities.  These efforts may cost the Company not only
out of pocket expenses for its management but also expenses associated with
legal and accounting costs.  There can be no guarantee that the
Company will receive any benefits from the efforts of management to locate
business opportunities.





If
and when the Company locates a business opportunity, management of the Company
will give consideration to the dollar amount of that entity's profitable
operations and the adequacy of its working capital in determining the terms and
conditions under which the Company would consummate such an
acquisition.  Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the Company's
stockholders as it has only limited capital and no operations.





Results of
Operations





For the
three and six months ended June 30, 2008, the Company had a net loss of $6,869
and $14,091, respectively compared to a loss for the three and six months ended
June 30, 2007, of $1,499 and $1,999.  The Company anticipates losses
to remain at the present level or slightly higher until a business opportunity
is found. The Company had no revenue during the three months ended June 30,
2008. The Company does not anticipate any revenue until it locates a new
business opportunity.





Off-balance sheet
arrangements.





The
Company does not have any off-balance sheet arrangements and it is not
anticipated that the Company will enter into any off-balance sheet
arrangements.





Forward-looking
Statements





The
Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe
harbor for forward-looking statements made by or on behalf of our Company. Our
Company and our representatives may from time to time make written or oral
statements that are “forward-looking,” including statements contained in this
Annual Report and other filings with the Securities and Exchange Commission and
in reports to our Company’s stockholders. Management believes that all
statements that express expectations and projections with respect to future
matters, as well as from developments beyond our Company’s control including
changes in global economic conditions are forward-looking statements within the
meaning of the Act. These statements are made on the basis of management’s views
and assumptions, as of the time the statements are made, regarding future events
and business performance. There can be no assurance, however, that management’s
expectations will necessarily come to pass. Factors that may affect forward-
looking statements include a wide range of factors that could materially affect
future developments and performance, including the following:





Changes
in Company-wide strategies, which may result in changes in the types or mix of
businesses in which our Company is involved or chooses to invest; changes in
U.S., global or regional economic conditions, changes in U.S. and global
financial and equity markets, including significant interest rate fluctuations,
which may impede our Company’s access to, or increase the cost of, external
financing for our operations and investments; increased competitive pressures,
both domestically and internationally, legal and regulatory developments, such
as regulatory actions affecting environmental activities, the imposition by
foreign countries of trade restrictions and changes in international tax laws or
currency controls; adverse weather conditions or natural disasters, such as
hurricanes and earthquakes, labor disputes, which may lead to increased costs or
disruption of operations.





This list
of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





NA-Smaller
Reporting Company





11


Item
4T.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our President and CFO, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and CFO
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.







Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes of
accounting principles generally accepted in the United
States.







Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.







Our
management, with the participation of the President and CFO, evaluated the
effectiveness of our internal control over financial reporting as of June 30,
2008.  Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of June 30, 2008, our internal control
over financial reporting was effective.





Changes
in internal control over financial reporting





There
have been no changes in internal control over financial reporting.





PART
II - OTHER INFORMATION





ITEM
1.  Legal Proceedings





None





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Recent Sales of Unregistered
Securities





We have
not sold for cash any restricted securities during the three months ended June
30, 2008.





Use
of Proceeds of Registered Securities





None; not
applicable.


Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended June 30, 2008, we have not purchased any equity
securities nor have any officers or directors of the Company.





ITEM
3.  Defaults Upon Senior Securities





We are
not aware of any defaults upon senior securities.


12


ITEM
4.  Submission of Matters to a Vote of Security Holders





No
matters were submitted to a vote of security holders during the quarter ended
June 30, 2008.





ITEM
5.  Other Information.





None





ITEM
6.  Exhibits





a) Index
of Exhibits:





Exhibit Table
#                                Title of
Document                                                                           Location





3
(i)                      Articles
of
Incorporation                                                                                     Incorporated
by reference*


3
(i)                      Amended
Articles of
Incorporation                                                                   Incorporated
by reference*


3
(i)                      Amended
Articles of
Incorporation                                                                   Incorporated
by reference*





3
(ii)                      Bylaws                                                                                                                  
Incorporated by reference*


3
(ii)                      Revised
Bylaws                                                                                                   
Incorporated by reference*





4                      Specimen
Stock
Certificate                                                                                       Incorporated
by reference*




10                      Promissory
Note                                                                                                      Incorporated
by reference**





31                      Rule
13a-14(a)/15d-14a(a) Certification – CEO &
CFO                                      This
filing





32                      Section
1350 Certification – CEO &
CFO                                                            This
filing




*
Incorporated by reference from the Company's registration statement on Form
10-SB filed with the Commission, SEC file no.0-29301.


**
Incorporated by reference from the Company’s Form 10-KSB, for the year ended
December 31, 2007, filed with the Commission.








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





LightTouch Vein & Laser,
Inc.


(Registrant)





Dated:
August 18,
2008                                                      By:/s/ Ed
Bailey


Ed
Bailey


Chief
Executive Officer


Chief
Financial Officer


Director


13