U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]             QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934
                  For the quarterly period ended: June 30, 2000

[ ]            TRANSITION REPORT PURSUANT SECTION 13 OF 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
   For the transition period from _____________________ to __________________

                         Commission file number 0-29301

                          LIGHTTOUCH VEIN & LASER, INC.
        (Exact name of small business issuer as specified in its charter)



                 Nevada                                      87-0575118
     (State or other jurisdiction of                       (IRS Employer
      incorporation or organization)                     Identification No.)



                  10663 Montgomery Road, Cincinnati, Ohio 45242
                    (Address of principal executive offices)

                                 (513) 891-8346
                           (Issuer's telephone number)



                                 Not Applicable
             (Former name, former address and former fiscal year, if
                           changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act 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

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the last practicable date:


            8,122,431 shares of Common Stock, $.001 par value, as of
                                  June 30, 2000

    Transitional Small Business Disclosure Format (check one);   Yes       No X



<PAGE>
                  LIGHTTOUCH VEIN & LASER, INC. AND SUBSIDIARY

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                       June 30,       December 31,
                     ASSETS                              2000            1999
                                                      -----------     ------------
                                                      (Unaudited)
<S>                                                   <C>              <C>
Current assets:
  Cash                                                $   118,494      $   2,391
  Accounts receivable - trade                              31,298         58,021
  Accounts receivable - other                              83,910            -
  Prepaid expenses                                         13,885            -
                                                      ------------     ----------
    Total current assets                                  247,587         60,412
                                                      ------------     ----------

Property and equipment - net                              573,922         84,292
                                                       ------------     ----------

Other assets:
  Intangible assets - net                                 233,211         20,000
  Deposits and other                                       16,043            -
                                                      ------------     ----------
                                                          249,254         20,000
                                                      ------------     ----------






                                                      $ 1,070,763      $ 164,704
                                                      ============     ==========

</TABLE>
                                       2
<PAGE>

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                       June 30,       December 31,
                                                         2000            1999
                                                      -----------     ------------
                                                      (Unaudited)
<S>                                                   <C>              <C>
Current liabilities:
  Accounts payable                                    $   228,469      $ 124,497
  Deferred compensation                                   575,000            -
  Other current liabilities                                60,847         59,098
  Capital lease obligation-current portion                 33,745            -
                                                      ------------     ----------
    Total current liabilities                             898,061        183,595
                                                      ------------     ----------

Long-term liabilities:
  Long-term debt                                          590,747            -
  Capital lease obligation-less current portion            73,696            -
                                                      ------------     ----------
                                                          664,443            -
                                                      ------------     ----------

Shareholders' equity (deficit):
  Common stock, $.001 par value,
    100,000,000, shareS authorized; 8,122,431
    and 7,500,000 shares issued and outstanding             8,122          7,500
  Preferred stock, $.001 par value,
     25,000,000 shares authorized;
     no shares issued or outstanding                          -              -
  Additional paid-in capital                            1,126,878        904,500
  Note receivable exchanged for
    common stock                                          (92,966)       (99,445)
  Accumulated deficit                                  (1,533,775)      (831,446)
                                                      ------------     ----------
                                                         (491,741)       (18,891)
                                                      ------------     ----------

                                                      $ 1,070,763      $ 164,704
                                                      ============     ==========
</TABLE>
                                       3
<PAGE>

                  LIGHTTOUCH VEIN & LASER, INC. AND SUBSIDIARY

      Condensed Consolidated Statements of Operations and Retained Deficit
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                               For The Three Months Ended              For The Six Months Ended
                                                             June 30, 2000    June 30, 1999         June 30, 2000    June 30, 1999
                                                             -------------    -------------         -------------    -------------
<S>                                                           <C>              <C>                   <C>              <C>
Net sales:
  Cosmetic laser services                                     $   778,810      $   658,223           $ 1,329,575      $ 1,154,054
  Laser sales and service                                          77,329           81,955               164,971          177,909
                                                              ------------     ------------          ------------     ------------
                                                                  856,139          740,178             1,494,546        1,331,963

Cost of sales                                                     409,762          411,787               734,593          860,143

General and administrative                                      1,207,235          272,683             1,537,662          499,521
                                                              ------------     ------------          ------------     ------------
    Loss from operations                                         (760,858)          55,708              (777,709)         (27,701)

Other income (expense) - net                                       61,786              -                  95,909           (6,784)

Interest expense                                                  (18,652)         (38,476)              (20,529)         (74,543)
                                                              ------------     ------------          ------------     ------------
    Income before provision for income tax                       (717,724)          17,232              (702,329)        (109,028)

Provision for income tax                                              -                -                     -                -
                                                              ------------     ------------          ------------     ------------
    Net income (loss)                                            (717,724)          17,232              (702,329)        (109,028)

Retained deficit - beginning of period                           (816,051)        (606,429)             (831,446)        (480,169)
                                                              ------------     ------------          ------------     ------------
Retained deficit - end of period                              $(1,533,775)     $  (589,197)          $(1,533,775)     $  (589,197)
                                                              ============     ============          ============     ============
Earnings per common share:
    Basic                                                     $     (0.11)     $       0.00          $     (0.11)     $     (0.02)
                                                              ============     ============          ============     ============
    Diluted                                                   $     (0.11)     $       0.00          $     (0.11)     $     (0.02)
                                                              ============     ============          ============     ============
</TABLE>


                                       4
<PAGE>

                  LIGHTTOUCH VEIN & LASER, INC. AND SUBSIDIARY

                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                               For The Three Months Ended              For The Six Months Ended
                                                             June 30, 2000    June 30, 1999         June 30, 2000    June 30, 1999
                                                             -------------    -------------         -------------    -------------
<S>                                                           <C>              <C>                   <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                           $  (717,724)      $   17,232           $  (702,329)     $  (109,028)
  Depreciation                                                     30,799              -                  41,582              -
  Amortization                                                     12,761              -                  14,011              -
  Effect of change in operating assets and liabilities:
    Accounts receivable                                           (16,239)           9,005                11,937           17,466
    Prepaid expenses and other assets                             (16,517)             -                 (26,412)           3,695
    Accounts payable and accrued expenses                          48,383           (6,097)               83,620           18,128
    Deferred compensation                                         575,000              -                 575,000              -
                                                              ------------     ------------          ------------     ------------
      Net cash provided (used) by operating activities            (83,537)          20,140                (2,591)         (69,739)
                                                              ------------     ------------          ------------     ------------
Cash flows from investing activities:
  Capital expenditures                                            (12,672)         (17,225)              (27,789)         (28,705)
  Collections on notes receivable                                   3,272            5,175                 6,479            5,175
                                                              ------------     ------------          ------------     ------------
      Net cash used by investing activities                        (9,400)         (12,050)              (21,310)         (23,530)

Cash flows from financing activities:
  Bank overdraft                                                      -              3,059                   -              3,059
  Proceeds from issuance of debt                                      -                -                     -            100,000
  Repayments of debt                                                  -            (35,763)                  -           (190,778)
  Proceeds from issuance of common stock                          153,000              -                 153,000          125,000
  Repayments on capital lease                                      (8,199)             -                 (12,996)             -
                                                              ------------     ------------          ------------     ------------
      Net cash provided (used) by financing activities            144,801          (32,704)              140,004           37,281
                                                              ------------     ------------          ------------     ------------

Net change in cash                                                 51,864          (24,614)              116,103          (55,988)

Cash - beginning of period                                         66,630           24,614                 2,391           55,988
                                                              ------------     ------------          ------------     ------------
Cash - end of period                                          $   118,494      $       -             $   118,494      $       -
                                                              ============     ============          ============     ============

Supplemental disclosure of non-cash activities:
  Cash paid during the period for:
    Interest                                                  $     3,187      $    38,478           $     5,064      $    74,544
                                                              ============     ============          ============     ============
  Equipment acquired through capital lease                    $       -        $       -             $   101,894      $       -
                                                              ============     ============          ============     ============
  Equipment, intangibles and other assets acquired
    by issuing note payable and assumption of liabilities     $       -        $   701,392           $   701,392      $       -
                                                              ============     ============          ============     ============
</TABLE>


                                       5

<PAGE>


                          LIGHTTOUCH VEIN & LASER, INC.
                          NOTES TO FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with  the  instructions  to Form  10-QSB  and  Rule  10-01  of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three-month and six-month periods ended
June 30, 2000 are not necessarily indicative of the results that may be expected
for the full year.  The December  31, 1999  Balance  Sheet data was derived from
audited Financial  Statements,  but does not include all disclosures required by
generally accepted accounting principles.

The June 30, 2000 balance  sheet  reflects  the  acquisition  of The  Charleston
Dermatology and Cosmetic Surgery Center,  which was entered into March 29, 2000.
The  Statements of  Operations  for the three and six months ended June 30, 2000
reflect the operations of The Charleston Dermatology and Cosmetic Surgery Center
for three months because the  acquisition was accounted for as a purchase at the
end of March 2000.

ACQUISITION

On March 29, 2000 the Company  entered  into an Asset  Purchase  Agreement  with
Harley F. Freiberger, M.D. D/B/A The Charleston Dermatology and Cosmetic Surgery
Center.  The assets were acquired by LightTouch  Vein & Laser of South Carolina,
Inc., a wholly owned subsidiary of the Company.

The acquisition was made through the issuance of a non-interest bearing $700,000
note in exchange for  acquisition  and  assumption of the  following  assets and
liabilities.
<TABLE>
<CAPTION>
                           <S>                        <C>
                           Accounts receivable       $ 69,125
                           Property and equipment     401,529
                           Intangible assets          227,221
                           Other assets                 3,526
                           Accounts payable           (92,102)
                           Capital leases             (18,543)
</TABLE>

Payments terms on the note are based on the achievement of cash flow objectives.


                                       6
<PAGE>
                          LIGHTTOUCH VEIN & LASER, INC.
                          NOTES TO FINANCIAL STATEMENTS

Dr.  Freiberger  will also receive 571,429 shares of the Company's stock for the
performance  of services as the  company's  National  Medical  Director  over an
initial term ending April 1, 2001. The stock award will vest over the year ended
April 1,  2001 and the  value of the  award  will be  recorded  as  compensation
expense on the Company's financial statements over the term of the agreement.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and Hedging Activities" which establishes standards for derivative  instruments,
including  derivative  instruments  imbedded in other  contracts and for hedging
activities.  It requires  that an entity  recognize  all  derivatives  as either
assets or liabilities  in the statement of financial  position and measure those
instruments at fair value.  SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. Management does not believe that the
adoption of this standard  will impact the Company  because,  at this time,  the
Company does not hold any of the instruments covered by the standard.

SFAS No. 130, "Reporting  Comprehensive Income" requires that all items that are
required  to  be  recognized  under   accounting   standards  as  components  of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. For interim period reporting,
an organization is required to report a total for comprehensive income.

The  Company  does not have any  items  characterized  as  "other  comprehensive
income" for the periods presented.





                                       7
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         As of March 31, 2000, LightTouch completed its acquisition of a
cosmetic laser center in Charleston, South Carolina. This acquisition impacted
the balance sheet as of June 30, 2000, since it was made through the issuance of
a non-interest bearing note in the amount of $700,000. Accounts receivable of
$69,125, property and equipment of $401,529, intangible assets of $227,221, and
other assets of $3,526 were acquired and accounts payable of $92,102 and capital
leases of $13,543 were assumed. The statements of operations for the three and
six months ended June 30, 2000 were also affected, as they reflect the
operations of the acquired center for the entire second fiscal quarter.

BALANCE SHEET DATA:
<TABLE>
<CAPTION>
                                               June 30, 2000                December 31, 1999
<S>                                          <C>                            <C>
Working capital deficit...........           $        (650,474)             $        (123,183)
Long-term debt....................           $         664,443              $               0
Total assets......................           $       1,070,763              $         164,704
Shareholders' deficit.............           $        (491,741)             $         (18,891)
</TABLE>


STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
                                             Three Months Ended            Three Months Ended
                                                June 30, 2000                 June 30, 1999
<S>                                          <C>                           <C>
Net sales.........................           $         856,139             $         740,178
Income (loss) from operations.....           $        (760,858)            $          55,708
Net income (loss).................           $        (717,724)            $          17,232
</TABLE>
<TABLE>
<CAPTION>
                                              Six Months Ended              Six Months Ended
                                                June 30, 2000                 June 30, 1999
<S>                                          <C>                           <C>
Net sales.........................           $       1,494,546             $       1,331,963
Loss from operations..............           $        (777,709)            $         (27,701)
Net loss..........................           $        (702,329)            $        (109,028)
</TABLE>

RESULTS OF OPERATIONS

         LightTouch sales increased at the company's flagship location in
Cincinnati, Ohio from $638,408 in the first three months of 2000 to $659,793 in
the second quarter of 2000, and total sales increased to $856,139 in the second
quarter due to the acquisition of South Carolina's center. LightTouch did
experience a decline in same store sales of 10.9% in the second quarter of 2000
compared to the second quarter of 1999. The decrease in sales from 1999 to 2000
is mainly due to the company's focus on higher margin treatments and services.
The Company's

                                       8
<PAGE>


Cincinnati, Ohio location sales declined by $82,710 in the second quarter year
over year, and the Cost of Goods Sold decreased by $94,830 during the same
period. As a result of managements focus on higher margin treatments and
services, the company's gross margin increased from 44.9% to 52.1% year over
year.

         LightTouch continues to focus on improving its gross margins and in
addition to the improvement in the second quarter from 44.9% to 52.1%, the
company improved from 35.4% to 50.8% for the Six Months Ending 1999 to 2000.
This improvement has come at the expense of giving up lower margin revenues to
our competitors but improving our quality of service to our customers. The
majority of the revenue decline came in the form of lower hair removal and
endermology sales, as well as a decline in mobile laser revenues. Competition in
both hair removal and endermology continued to grow and the cost of providing
services also increased due to a change in Ohio law which now requires nurses or
physicians to provide hair removal services. Management believes that over the
long term these changes will be good for LightTouch, due to eliminating some of
our competitors now providing services that will be forced to cease their
operations, but in the short term it has increased the Company's cost to hire
and train new personnel to provide certain laser treatments.

         During the second quarter, the Company has focused on its growth
strategy to increase the number of centers it operates to provide aesthetic
cosmetic procedures. This focus has required the Company to increase the number
of employees and increase its dependence on outside professionals to implement
this strategy. The Company has closed its acquisition of South Carolina,
negotiated and signed an acquisition agreement with Blue Grass Dermatology and
Skin Surgery Center and Center for Weight Control in Lexington, Kentucky, and
negotiated and signed a merger agreement with Vanishing Point, Inc. on August
15, 2000. Due to these transactions and in anticipation of others currently
being negotiated, the Company experienced a significant increase in its General
and Administrative expenses from $272,683 to $1,207,235 in the second quarter
ended June 2000. The majority of the increase was a non-cash payment to acquire
the services of Dr. Harley Freiberger in South Carolina to assume the role of
National Medical Director. His compensation includes a $575,000 payment in
LightTouch's Common Stock. In addition, LightTouch had significant accounting,
legal, marketing and other expenses related to the closing of the South Carolina
acquisition totaling more than $100,000 in the quarter. The Company expects to
continue to see increased General & Administrative expenses as it builds its
corporate infrastructure and moves aggressively to acquire new centers and make
strategic acquisitions.

         Included in the increase of General & Administrative expenses is
$112,000 increase in personnel and office expenses associated with the corporate
staff hired to facilitate the Company's growth. The Company added a Chief
Operating Officer, Wayne Perrone, a Chief Administrative Officer, Abe Hatem, and
an assistant. In addition, the Company hired Ginny Fisher as Senior Vice
President of Sales and Public Relations in anticipation of opening Cincinnati's
satellite location in Northern, Kentucky. It is anticipated the Company will
open in Northern, Kentucky in early September 2000. The start up cost of opening
Northern, Kentucky is approximately $50,000, of which the Company has already
expensed $20,000 in the second quarter 2000.


                                       9
<PAGE>

         Management believes that the significant increase in Selling, General
and Administrative Expenses are justified based upon the growing opportunities
in the market place for cosmetic products and services. Selling, General and
Administrative Expenses should continue to decline as a percent of sales as the
Company implements its rapid growth strategy.

LIQUIDITY AND CAPITAL RESOURCES

         Since August 1997, LightTouch has been financed primarily through the
sale of stock and loans from its officers. At December 31, 1999, the Company had
working capital deficit of $123,183, and at June 30, 2000, the Company's working
capital deficit increased to $650,474 solely due to the acquisition of the South
Carolina laser center. Included in the $650,474 is $575,000 of a non-cash
issuance of LightTouch's Common Stock to Dr. Harley Freiberger to assume the
role of National Medical Director. After taking into account this $575,000
non-cash transaction, the company's working capital deficit improved to $75,474
at June 30,2000.

         The Company commenced a private offering of stock for $1,000,000 and
expects to sell stock over the next several quarters to fund its capital needs
required to grow its operations. During the three months ended June 30, 2000,
the Company obtained proceeds of $153,000 from the sale of its common stock.

         Management is not aware of any known trends,  events,  or uncertainties
that could have a  material  impact on the  Company's  short-term  or  long-term
liquidity.  Management expects to address any future liquidity needs through the
issuance of debt and/or equity securities,  bank loans, loans from shareholders,
and  lease  financing  of  equipment.  There can be no  assurance  that any such
financing will be available  when needed and on terms  favorable to the Company.
At this time,  the Company  does not have any material  commitments  for capital
expenditures.

PLAN OF OPERATION

         During the second quarter, LightTouch continued to explore new
acquisitions that would help the company expand its presence throughout the
United States. In early July, the Company was able to complete the acquisition
of Bluegrass Dermatology and Skin Surgery Center, P.S.C. and Center for Weight
Control, PSC. This acquisition in Lexington, Kentucky is strategically located
just 70 miles south of the Company's current Headquarters in Cincinnati, Ohio.
Also the company negotiated and later signed on August 15, 2000 a merger
agreement to acquire Vanishing Point, Inc., a North Carolina based company that
has six centers located in New York, San Francisco, and Florida. The Company
believes that this merger will establish LightTouch as one of the leading
providers of advanced cosmetic treatments in the United States. The Company also
believes that it will gain an extremely talented and experienced management
team, and add significant depth and expertise to its Board of Directors. The
combined entity plans to brand its products under the Vanishing Point name and
aggressively grow its clinic base throughout the country.



                                       10

<PAGE>

         Upon consummation of the merger, Melisse Shaban is expected to be named
Co-CEO and President and Glen Shipley is expected to join as Chief Financial
Officer. Both Melisse and Glen bring years of experience in the retail cosmetics
businesses and medical practice management businesses. In addition, LightTouch
will add Halley S. Faust, MD, Joanna R. Gallanter, and Melisse Shaban to its
Board of Directors. This gives a breadth of experience in financial vehicles,
medical technologies and retail expansion models, and the proven expertise
required to provide scalability while creating shareholder value. With Vanishing
Point, the Company will create a branded concept that promises to deliver the
next generation of aesthetic solutions to a broad and rapidly expanding consumer
base. The combined market for all the Company's products and services is
estimated at $12.5 billion, and includes corrective skin care products,
permanent hair reduction, advanced aesthetic procedures, and dietary
supplements. Combined, the two companies have treated over 40,000 clients with a
broad range of products and services in a total of ten locations nationwide.

         Management believes that LightTouch and Vanishing Point combined will
create the nation's leading affiliate provider of ancillary aesthetic products
and services. The two companies combined will create an upscale proprietary
consumer brand that will be exclusively distributed through its affiliate
partnership programs to leading physicians, spas, salons, and owned centers.
When the merger is completed, the Company will own 10 aesthetic centers located
in New York, California, Florida, Ohio, Kentucky, and South Carolina, with
Pro-Forma Sales expected to exceed $10 million over the next twelve months.
Within these centers, the combined entity has performed over 400,000 aesthetic
procedures making the Company a leader in the field of health aesthetics.

FORWARD-LOOKING STATEMENTS

         Certain statements in this Quarterly Report on Form 10-QSB, as well as
statements made by the Company in periodic press releases and oral statements
made by the Company's officials to analysts and shareholders in the course of
presentations about the Company, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements. Such
factors include, among other things, (1) general economic and business
conditions; (2) competition; (3) demographic changes; (4) the relative stability
of the debt and equity markets; (5) government regulations particularly those
related to health aesthetics; and (6) other factors over which the Company has
little or no control.




                                       11
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  Not Applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

                  In April 2000, the registrant  issued 571,429 shares of Common
                  Stock to Dr. Harley F.  Freiberger as  compensation  under the
                  terms of the National Medical  Director  Agreement dated March
                  29, 2000.  The shares are subject to forfeiture  and vest over
                  the  year  ended  April  1,  2001.   Compensation  expense  of
                  $2,300,000  will be recorded  over the term of the  agreement.
                  The  Company  relied  upon  the  exemption  from  registration
                  contained in Section 4(2) of the Securities Act of 1933.

                  In April 2000,  the  registrant  sold 51,000  shares of Common
                  Stock at $3.00 per share for total  proceeds  of $153,000 to 3
                  accredited   investors   pursuant   to  the   exemption   from
                  registration  contained in Rule 506 of  Regulation D under the
                  Securities  Act of  1933.  No  underwriters  were  used and no
                  commissions were paid.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not Applicable.

ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  a)       Exhibits
<TABLE>
<CAPTION>

    Regulation
    S-B Number           Document
        <S>          <C>

        2.1          Agreement and Plan of Share Exchange (1)<F1>
        2.2          Asset Purchase Agreement dated March 29, 2000 (2)<F2>
        2.3          Agreement of Merger dated June 8, 2000 (3)<F3>
        3.1          Amended and Restated Articles of Incorporation (1)<F1>
        3.2          Bylaws (1)<F1>
       10.1          Lease Agreement with Intram Investment Corporation dated July 30, 1997 (1)<F1>
       10.2          Lease Agreement with Intram Investment Corporation dated August 22, 1997 (1)<F1>
       10.3          Promissory Note to Intram Investment Corporation dated January 20, 1998 (1)<F1>

                                       12
<PAGE>

       10.4          Lease Agreement with Intram Investment Corporation dated July 31, 1998 (1)<F1>
       10.5          Promissory Note to Intram Investment Corporation dated August 24, 1998 (1)<F1>
       10.6          Promissory Note to Intram Investment Corporation dated September 1, 1998 (1)<F1>
       10.7          Promissory Note to Intram Investment Corporation dated September 4, 1998 (1)<F1>
       10.8          Lease Agreement with Intram Investment Corporation dated October 23, 1998 (1)<F1>
       10.9          Promissory Note to Intram Investment Corporation dated November 12, 1998 (1)<F1>
       10.10         Promissory Note to Intram Investment Corporation dated January 28, 1999 (1)<F1>
       10.11         Purchase  Agreement between Tri-State Laser Corporation and Light Touch Vein & Laser, Inc.
                      dated January 15, 1999(1)<F1>
       10.12         Lease Agreement with Intram Investment Corporation dated February 19, 1999 (1)<F1>
       10.13         Lease Agreement with Gregory F. Martini dated March 31, 1999 (1)<F1>
       10.14         Lease Agreement with Intram Investment Corporation dated April 1, 1999 (1)<F1>
       10.15         Medical Director and Administrative Service Agreement (1)<F1>
       10.16         1999 Stock Option Plan (1)<F1>
       10.17         License and Distribution Agreement with VMM Enterprises, Inc. (1)<F1>
       10.18         Promissory Note dated March 29, 2000 (2)<F2>
       10.19         National Medical Director Agreement with Harley F. Freiberger, M.D. dated March 29, 2000 (2)<F2>
       10.20         South Carolina Medical Director and Administrative Services Agreement dated March 29, 2000 (2)<F2>
       10.21         Employment agreement with Wayne Perrone (1)<F1>
       10.22         Promissory Note dated June 8, 2000 (3)<F3>
       10.23         Leasehold Mortgage and Security Agreement dated June 8, 2000 (3)<F3>
       10.24         Security Agreement dated June 8, 2000 (3)<F3>
       10.25         Medical Director and Administrative Services Agreement dated June 8, 2000 (3)<F3>
        21           Subsidiaries of the Registrant (1)<F1>
        27           Financial Data Schedule
<FN>
(1)<F1>  Incorporated by reference to the exhibits filed with the Registration Statement on Form 10-SB, File No. 0-29301.
(2)<F1>  Incorporated by reference to the exhibits filed with the current report on Form 8-K dated March 31, 2000, File No. 0-29301.
(3)<F1>  Incorporated by reference to the exhibits filed with the current report on Form 8-K dated June 8, 2000, File No. 0-29301.
</FN>
</TABLE>

                  b)       REPORTS ON FORM 8-K:

                  On April 14, 2000, the  registrant  filed a report on Form 8-K
                  dated March 31, 2000,  reporting under Item 2.  Acquisition or
                  Disposition of Assets,  the  acquisition of assets pursuant to
                  the  terms of an  Asset  Purchase  Agreement  with  Harley  F.
                  Freiberger,   M.D.,  d.b.a.  the  Charleston  Dermatology  and
                  Cosmetic  Surgery Center.  The Form 8-K was amended by filings
                  made on May 8,  2000  and June 1,  2000 to file  the  required
                  exhibits and financial statements.

                                       13
<PAGE>


                  On June 22, 2000,  the  registrant  filed a report on Form 8-K
                  dated June 8, 2000,  reporting  under Item 2.  Acquisition  or
                  Disposition of Assets,  the  acquisition of assets pursuant to
                  On June 8, 2000, the registrant consummated the acquisition of
                  Bluegrass  Dermatology  and Skin Surgery  Center,  P.S.C.  and
                  Center for Weight  Control,  PSC,  pursuant to the terms of an
                  Agreement of Merger. The required financial statements will be
                  filed by means of an amendment to the Form 8-K.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       LIGHTTOUCH VEIN & LASER, INC.
                                       (Registrant)



Date:    August 18, 2000               By:/S/GREGORY F. MARTINI
                                          --------------------------------------
                                          Gregory F. Martini, President
                                          (Principal financial officer)


                                       14
<PAGE>