0


UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB








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





For the
quarterly period ended March 31, 2006








[   ]
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 small business issuer 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


(Address
of principal executive offices)





801-550-1055


(Issuer's
telephone number)





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 [  ]No
[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
[   ]





State 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 July 23, 2008





Transitional
Small Business Disclosure Format (Check One): Yes
[  ]    No [X]





1


Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements





LightTouch
Vein & Laser, Inc.


FINANCIAL
STATEMENTS


(UNAUDITED)


March 31,
2006





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.


UNAUDITED
BALANCE SHEET


MARCH
31, 2006








Assets:Current
      Assets
            
            $
            0Total
      Assets
            
            $
            0Liabilities
      and Stockholders' Deficit:Current
      Liabilities:Accounts
      payable
            
            $
            1,099Total
      Current Liabilities
            
            
            1,099Long-term
      debt
            
            
            0Total
      Liabilities
            
            
            1,099Stockholders'
      deficit:Preferred
      stock, $0.001 par value, 20,000,000 shares authorized, no shares issued
      and outstanding
            
            
            0Common
      stock, $0.001 par value, 100,000,000 shares authorized, 15,969,007 shares
      issued and outstanding
            
            
            15,969Paid-in
      capital
            
            
            7,102,194Retained
      deficit
            
            
            (7,119,262)Total
      Stockholders' deficit
            
            
            (1,099)Total
      Liabilities and Stockholders' Deficit
            
            $
            0








The
accompanying notes are an integral part of these financial
statements.
 3
 LIGHTTOUCH
VEIN & LASER, INC.


UNAUDITED
STATEMENTS OF OPERATIONS








For
      the Three Months Ended
              March
      31,2006
            
            2005Income
      from Operations
            
            $
            0
            
            $
            0General
      and Administrative Expenses
            
            
            0
            
            
            0Net
      Loss from Operations
            
            
            0
            
            
            0Other
      Income and (Expense):Gain
      on disposition of debt
            
            
            20,000
            
            
            0Interest
      expense
            
            
            (31)
            
            
            (27)Total
      Other Income and (Expense)
            
            
            19,969
            
            
            (27)Net
      Income (Loss)
            
            $
            19,969
            
            $
            (27)Earnings
      (loss) per common share
            
            $
            0.00
            
            $
            (0.00)Average
      weighted number of common shares
              outstanding
            
            
            15,969,007
            
            
            15,969,007








The
accompanying notes are an integral part of these financial
statements.
 4
 LIGHTTOUCH
VEIN & LASER, INC.


UNAUDITED
STATEMENTS OF CASH FLOWS








For
      the Three Months Ended
              March
      31,2006
            
            2005Cash
      flows from operating activities:Net
      income (loss)
            
            $
            19,969
            
            $
            (27)Adjustments
      to reconcile net income (loss) to net
              cash
      provided by operating activities:Gain
      on disposition of debt
            
            
            (20,000)
            
            
            0Changes
      in current assets and liabilities:Accounts
      payable
            
            
            31
            
            
            27Net
      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 FINANCIAL STATEMENTS


March
31, 2006


(unaudited)











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  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, 2006.





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 three months
ended March 31, 2006, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2006 or any period subsequent
thereto.





Note
2:                      Summary
of Significant Accounting Policies





Organization
– The Company was organized under the laws of the State of Nevada on May 1,
1981. The Company conducted its operations through subsidiaries and since 2000,
each of these subsidiaries ceased operations and in most cases filed for
bankruptcy in the applicable federal court, the proceedings of which lasted in
some cases through 2005. Since that time the Company has been inactive and
recently commenced seeking the acquisition of an operating entity through a
reverse acquisition.





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 operations nor generated
revenue during the two years preceding its fiscal year ended December 31, 2007,
and its current liabilities exceed its current assets. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. The Company’s current sole officer and director has paid expenses
incurred by the Company, which are recorded as a related party payable on the
Company’s balance sheet at the time paid. The Company is relying on such
individual to pay its ongoing expenses. In addition, the Company is dependent on
such individual’s willingness to serve without monetary remuneration. The
Company assumes that these arrangements will continue. These unaudited financial
statements do not include any adjustments that might result if such individual
fails to perform as described herein. A change in these arrangements would have
a material negative effect on the Company's future.





Loss Per
Common Share – 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 those same periods.





Note
3:                      Capital
Stock





Preferred
Stock – The Company’s articles of incorporation allow for the issuance of
25,000,000 shares of preferred stock, $.001 par value, with such rights,
preferences, variations and such other designations for each class or series
within a class as determined by the Board of Directors.  No shares of
preferred stock have been issued.





Common
Stock – On August 15, 2000, the Company entered into a triangular reorganization
whereby an existing subsidiary of the Company acquired all of the common stock,
options to acquire common stock, warrants, and convertible notes (collectively
the “Exchange Securities”) of a corporation in exchange for 8,576,589 shares of
its common stock. The conditions of the exchange require that the Exchange
Securities be surrendered to the





6
 LIGHTTOUCH
VEIN & LASER, INC.


NOTES
TO FINANCIAL STATEMENTS (continued)


March
31, 2006


(unaudited)











Note
3:                      Capital
Stock (continued)





Company’s
transfer agent and that payment, either in services or in a cash amount, be made
to the Company. As a result of the demise of the Company’s business operations,
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.





Note
4:                      Long-term
Debt





In
conjunction with the acquisition of Charleston Dermatology in March 2000, a
promissory note in the amount of $700,000 was entered into by a subsidiary of
the Company. The Company guaranteed payment of $20,000 of this note and has
reflected that amount on its balance sheet. By the end of March 2006, demand had
not been made to the Company for the payment of this guaranteed amount and
consequently, during the first quarter of 2006 the Company wrote this amount off
as a gain on disposition of debt because the statute of limitations for the
seller to collect this guaranteed amount had taken effect.





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 of its subsidiary’s bankruptcy proceedings, including any
obligations associated with the Exchange Securities, 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, the Company has committed to
contest such claims to the fullest extent of the law. No dollar amount has been
accrued 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 presented and the Company believes that no contingent liabilities
exist.





Note
6:                      Subsequent
Event





Commencing
in 2006, the Company’s sole officer and director paid expenses on behalf of the
Company. On April 1, 2007, the Company entered into an unsecured convertible
note, due on April 1, 2008 and 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.





7


ITEM
2. Management’s Discussion and Analysis or Plan 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 month periods ended March 31, 2006
and 2005.





Plan of
Operations





Overview:





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 its 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 sole
officer and director has been providing loans to the Company.  As of
December 31, 2007, the sole officer and director has loaned the Company
$11,908.  As of April 14, 2008, the sole officer and director has
loaned the Company $21,755.  Additionally, the sole officer and
director has entered into a credit line with the Company to provide up to
$25,000 of additional capital to the Company.





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 March 31, 2006, the
Company owed $1,099 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
opportunities.





8


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
March 31, 2006, the Company had a negative $1,099 in working capital with no
assets and liabilities of $1,099.    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.





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.


9


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 months ended March 31, 2006, the Company had a net income of $19,969 as
the result of disposition of debt.  Although the Company had net
income as the result of the one time gain on disposal of debt, the Company
anticipates losses to increase in the future as it pays for ongoing SEC
reporting. The Company had no revenue during the three months ended March 31,
2006. The Company does not anticipate any revenue until it locates a new
business opportunity.





c)
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.





ITEM
3. Controls and procedures





a)
Evaluation of disclosure controls and procedures.





The
Company=s principal
executive and accounting officer has reviewed the disclosure controls and
procedures (as defined in Rule 13a-14(a) / Rule 15d-14(a) of the Exchange Act)
in place to assure the effectiveness of such controls and procedures. This
review occurred within 90 days of this Form 10-QSB being filed. Based on this
review, the principal executive and accounting officer believes that the
disclosure controls and procedures are adequate.





b)
Changes in disclosure controls and procedures.





There
were no changes in the Company’s disclosure controls and procedures, or in
factors that could significantly affect those controls and procedures, since the
date of the most recent evaluation.





PART
II - OTHER INFORMATION





ITEM
1.  Legal Proceedings





None





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





None





ITEM
3.  Defaults Upon Senior Securities





None





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





None





ITEM
5.  Other Information.





None





10


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, 2006, filed with the Commission.








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)








Dated:
August28,  2008                                    By:/s/  Ed
Bailey


Ed
Bailey


Chief
Executive Officer


Chief
Financial Officer


Director





11