UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2006
                          -----------------

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

                  For the transition period from _____ to _____

                         Commission file number 0-29301

                          LightTouch Vein & Laser, Inc.
                 (Name of small business issuer in its charter)

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

 4764 South 900 East, Suite 3                 84117
 ----------------------------                 -----
(Address of principal executive offices)    (Zip Code)

                    Issuer's telephone number (801) 550-1055

Securities registered under Section 12(b) of the Exchange Act:

          Title of each class Name of each exchange on which registered
                               None Not Applicable
                               ---- --------------

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, par value $0.001 per share

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ ] No [ X]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         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 issuer's revenues for its most recent fiscal year. $ 0.00

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specific date within the past 60 days: The registrant's common
stock has had limited trading volume. On September 7, 2007 the average bid and
asked price of the common stock was $0.01, resulting in an aggregate market
value of $159,690 for non-affiliated stock.

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of September 7, 2007,
the registrant had 15,969,007 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement, and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes:
None

<PAGE>

                                     PART I

Item 1. Description of Business

LightTouch Vein & Laser, Inc. (the "Company") was incorporated in Nevada on May
1, 1981 under the name Strachan, Inc. The Company's initial business endeavors
proved unsuccessful and were terminated. Effective October 1, 1999, it acquired
Lighttouch Vein & Laser, Inc. a company incorporated on March 12, 1997, under
the laws of the state of Ohio. Through Lighttouch Vein & Laser, the Ohio
corporation, the Company engaged in the laser and cosmetic surgery business.
After the acquisition of Lighttouch Vein & Laser, the Ohio corporation, the
Company changed its name to LightTouch Vein & Laser, Inc. After several
additional acquisitions of laser and cosmetic surgery centers, the Company was
unable to support its expanded operations or the debt associated with the
acquisitions. Management determined, the laser and cosmetic surgery business
could not be successful, particularly with new regulations requiring MD's be
present in all facilities and perform certain procedures. Accordingly, the
directors terminated the operations of the Company and began liquidating the
subsidiaries either through filing bankruptcy on the subsidiaries or closing the
subsidiaries down and paying any creditors of the subsidiaries out of funds
available.

Since the termination of operations, the Company has had no revenue producing
operations and is considered a development stage enterprise. The Company is
currently seeking an acquisition or merger with an operating entity and has
received loans from a shareholder, issued shares of its common stock, and may
raise capital through the issuance of its common stock to further these efforts.
The Company does not propose to restrict its search for a business opportunity
to any particular industry or geographical area and may, therefore, seek such
business opportunity in essentially 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. The selection of a business opportunity in which
to participate is complex and risky and the Company has only limited resources
that it may use to find good business 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
shareholders.

The activities of the Company are subject to several significant risks that
arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management. The Company will select a potential business opportunity
based on management's business judgment and potentially could act without the
consent, vote or approval of the Company's shareholders. The risks faced by the
Company are further increased as a result of its lack of resources and its
inability to provide a prospective business opportunity with significant
capital. See Item 6(a) Plan of Operations in this report.

Item 2. Description of Property

The Company does not maintain an administrative office but utilizes the office
of the Company's president, Ed Bailey, for business correspondence. Without
current operations, the Company does not believe that it is necessary to have an
business office.

Item 3. Legal Proceedings

None.

<PAGE>

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

No matters were submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2006.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market information - The principal market for the Company's common stock is the
Pink Sheets under the symbol "LTVL." The following high and low bid prices for
the Company's Common Stock is based on over-the-counter quotations that reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not necessarily represent actual transactions. Furthermore, the Company's common
stock has traded sporadically and in low volume. Consequently, the information
provided below may not be indicative of the Company's common stock price under
different conditions.

Quarter Ended              High Bid Low Bid

December 2006              $0.02            $0.01
September 2006             $0.02            $0.01
June 2006                  $0.05            $0.02
March 2006                 $0.05            $0.02

December 2005              $0.05            $0.02
September 2005             $0.05            $0.02
June 2005                  $0.05            $0.02
March 2005                 $0.05            $0.02

December 2004              $0.05            $0.04
September 2004             $0.05            $0.04
June 2004                  $0.05            $0.04
March 2004                 $0.05            $0.04

Holders - At September 7, 2007, the Company had approximately 89 shareholders of
record based on information obtained from the Company's transfer agent.

Dividends - Since its inception, the Company has not paid any dividends on its
common stock and the Company does not anticipate that it will pay dividends in
the foreseeable future.

Item 6. Management's Discussion and Analysis or Plan of Operations

Special Note Regarding Forward-Looking Statements

This annual 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, 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."

a) 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 a shareholder. 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 shareholder, 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, the Company's sole officer and director 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 December 31, 2006, the Company owed him $2,616. 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 $7,500.
Under the terms of the credit line, the notes drawn on the line can be converted
into shares of the Company's common stock at the rate of $0.001 per share of
common stock received. The terms of these promissory notes require that
repayment be made in full with accrued interest at a rate of six percent per
annum the earlier of December 31, 2007 or within five days of the merger or
acquisition between the Company and another corporation or entity that has
operations.

<PAGE>

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 these
financial requirements. On December 31, 2006, the Company's debts were $3,196
with no assets. There can be no assurance that the Company will receive any
benefits from the efforts of management to locate business opportunities.

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 good 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
shareholders. 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 shareholders. 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
shareholders.

Since it 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 there from. 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
shareholders 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
shareholders. 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 but unissued 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 shareholders 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 post office box 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 post office box.

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.

<PAGE>

Item 7. Financial Statements

The Company's financial statements are presented immediately following the
signature page to this Form 10-KSB.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

The Company has had no disagreements with its principal independent accountants
with respect to accounting practices or procedures or financial disclosure. The
Company's last outside auditors were retained prior to 2000. In 2006, the
Company retained Child, Van Wagoner and Bradshaw, PLLC to serve as its
independent auditors. Before the appointment of Child, Van Wagoner and Bradshaw,
PLLC, the Company had not employed an independent auditor since 2000.

Item 8A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Management believes that
the disclosure controls and procedures (as defined in Sections 13a-14c and 15d-
14c of the Securities Exchange Act of 1934, as amended) are adequate, based on
its evaluation of such disclosure controls and procedures within 90 days of this
filing.

(b) Changes in internal controls. There have been no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

Item 8B. Other Information

None

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance With Section 16(a) of the Exchange Act

The following table sets forth the name, age, and position of each executive
officer and director and the term of office.

Name        Age      Position                          Director or Officer Since
----        ---      --------                          -------------------------
Ed Bailey    47      President, Secretary, Treasurer,
                     Director                           2006

Set forth below is certain biographical information regarding the Company's
executive officer and director.

Ed Bailey, president and director, has been the President of Maven Strategic
Partners, a business consulting firm for the past eight years and a Partner in
Vision Capital Partners, a private equity and asset management firm for the past
four years. Vision Capital Partners focuses in underwriting, investing and joint
venture investing with other private equity funds. Ed graduated from the
University of Utah with a Bachelors degree in Business.

To the knowledge of management, during the past five years, no present or former
director, or executive officer of the Company:

(1) Has filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed by
a court for the business or property of such person, or any partnership in which
he or she was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he or she was an
executive officer at or within two years before the time of such filing;

(2) Was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

(3) Was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting, the following activities:
         (i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging in
or continuing any conduct or practice in connection with such activity;
         (ii) Engaging in any type of business practice;
         (iii) Engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;

<PAGE>

(4) Was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such person
to engage in any activity described above under this Item, or to be associated
with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

(6) Was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.

Compliance With Section 16(A) Of The Exchange Act

The Company's sole officer and director filed an initial form 3 late. The
Company is not aware of any other late reports filed by officers, directors and
ten percent shareholders during the last two years.

Item 10. Executive Compensation

Summary Compensation Table

The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries' chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 2006, the
end of the Company's last completed fiscal year):


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                            Non-Equity             All
      Name and                                       Stock     Option      Incentive Plan         Other
 Principal Position   Year     Salary     Bonus     Awards     Awards       Compensation       Compensation      Total
-------------------   ----     -------    ------    ------     ------       ------------       ------------      -----
<S>                    <C>        <C>       <C>        <C>        <C>            <C>                 <C>           <C>
Ed Bailey,             2006      -0-       -0-        -0-        -0-            -0-                 -0-           -0-
CEO, President         2005      -0-       -0-        -0-        -0-            -0-                 -0-           -0-
                       2004      -0-       -0-        -0-        -0-            -0-                 -0-           -0-
</TABLE>

Cash Compensation - No cash compensation was paid to any director or executive
officer of the Company during the fiscal years ended December 31, 2006, 2005,
and 2004.

Bonuses and Deferred Compensation - None

Compensation Pursuant to Plans - None

Pension Table - None

Other Compensation - None

Compensation of Directors - None

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a changing in
control of the Company.

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

The following table sets forth as of September 12, 2007, the name and the number
of shares of the Company's common stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the 15,969,007 issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

<TABLE>
<CAPTION>
                                                     Amount and Nature of
Title of Class    Name of Beneficial Owner           Beneficial Ownership (1)           Percent of Class
--------------    ------------------------           ------------------------           ----------------
<S>               <C>                                <C>                                <C>
Common            Colin C. Herd                               2,185,500                           13.69%

Common            Interwest Partners VI, LP                   1,539,635                            9.64%

Common            Intram Investment Corporation                 958,075                            6.00%

Common            Jerome Capital, LLC                         2,090,491                           13.09%

                  Name of Officer, Director          Amount and Nature of
Title of Class    and Nominee                        Beneficial Ownership (1)           Percent of Class
--------------    -----------                        ------------------------           ----------------

Common            Ed Bailey                                   7,300,640                           31.37%

Common            All Officers and Directors
                  as a Group                                         -0-                             -0-
</TABLE>

(1)      All shares are owned directly, beneficially and of record; and each
         shareholder has sole voting, investment, and dispositive power, unless
         otherwise noted.
(2)      Assumes conversion of the promissory note owed to Mr. Bailey for
         $7,300.64 as of August 20, 2007. The note is convertible at $0.001 per
         share. As such Mr. Bailey would receive 7,300,640 shares on conversion
         of the note.

ITEM 12. Certain Relationships and Related Transactions

Transactions with management and others

The sole officer and director has been providing loans to the Company. As of
December 31, 2006, the sole officer and director has loaned the Company $2,616.
As of August 20, 2007, the sole officer and director has loaned the Company
$7,300.64. Additionally, the sole officer and director has entered into a credit
line with the Company to provide up to $7,500 of additional capital to the
Company. Under the terms of the loan and credit agreement, the loan can be
converted into shares of the Company's common stock at $0.001 per share.

<PAGE>

ITEM 13. Exhibits

Financial Statements - the following financial statements are included in this
report:

Title of Document                                             Page

Report of Independent Registered Public Accounting Firm       F-1
Balance Sheet                                                 F-2
Statements of Operations                                      F-3
Statements of Stockholders' (Deficit)                         F-4
Statements of Cash Flows                                      F-5
Notes to Financial Statements                                 F-6-8

Financial Statement Schedules - There are no financial statement schedules
included as part of this report

Exhibits - The following exhibits are included as part of this report:
<TABLE>
<CAPTION>
Exhibit           Reference
Number            Number            Title of Document                           Location
<C>               <C>               <C>                                         <C>
3.01              3                 Articles of Incorporation                   Incorporated by reference*

3.02              3                 Amended Articles of Incorporation           Incorporated by reference**

3.03              3                 Amended Articles of Incorporation           Incorporated by reference***

3.04              3                 Bylaws                                      Incorporated by reference*

4.01              4                 Specimen Stock Certificate                  Incorporated by reference*

10                10                Promissory Note                             This Filing

31.01             31                CEO certification Pursuant to 18 USC
                                    Section 1350, as adopted pursuant to
                                    Section 302 of Sarbanes-Oxley Act of 2002   This Filing

31.02             31                CFO certification Pursuant to 18 USC
                                    Section 1350, as adopted pursuant to
                                    Section 302 of Sarbanes-Oxley Act of 2002   This Filing

32.01             32                CEO Certification pursuant to Section 906   This Filing

32.02             32                CFO Certification pursuant to Section 906   This Filing
</TABLE>

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

Item 14. Principal Accountant Fees and Services

(1) Audit Fees - The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Company's principal accountant for the
audit of the annual financial statements and review of financial statements
included in the Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years are: $1,000 for 2006 and $0 for 2005.

(2) Audit-Related Fees - The aggregate fees billed in each of the last two
fiscal years for assurance and related services by the Company's principal
accountant that are reasonably related to the performance of the audit or review
of the financial statements and are not reported in (1) Audit Fees: $0 for 2006
and $0 for 2005.

<PAGE>

(3) Tax Fees - The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the Company's principal accountant for tax
compliance, tax advice, and tax planning: $0 for 2006 and $0 for 2005.

(4) All Other Fees - The aggregate fees billed in each of the last two fiscal
years for products and services provided by the Company's principal accountant,
other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and
(3) Tax Fees: $0 for 2006 and $0 for 2005

(5) The Company does not have an audit committee

(6) Not Applicable

                                   SIGNATURES

         In accordance with section 13 or 15(d) of the Exchange Act, the
registrant caused this report to by signed on its behalf by the undersigned,
thereunto duly authorized.

              LightTouch Vein & Laser, Inc.

              By:/s/ Ed Bailey
              Ed Bailey, Principal Executive and Financial Officer
              Date:   November 2, 2007

         In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities and on
the dates indicated.

              By: /s/ Ed Bailey
              Ed Bailey, Principal Executive and Financial Officer
             Date:  November 2, 2007


<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Officers and Directors
LightTouch Vein & Laser, Inc.

We have audited the accompanying balance sheet of LightTouch Vein & Laser, Inc.
as of December 31, 2006, and the related statements of operations, stockholders'
deficit, and cash flows for the years ended December 31, 2006 and 2005. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.


We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of LightTouch Vein & Laser, Inc.
as of December 31, 2006, and the results of its operations, stockholders'
deficit and its cash flows for the years ended December 31, 2006 and 2005, in
conformity with accounting principles generally accepted in the United States of
America.


The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has incurred losses from operations,
has a liquidity problem, and requires funds for its operational activities.
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.



/s/ Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
September 29, 2007

                                      F-1

<PAGE>


                                    LIGHTTOUCH VEIN & LASER, INC.
                                            BALANCE SHEET
                                          DECEMBER 31, 2006

<TABLE>
<CAPTION>
Assets:
<S>                                                                              <C>
Current assets                                                                   $                   -
                                                                                 ---------------------


Total Assets                                                                     $                   -
                                                                                 =====================

Liabilities and Stockholders' Deficit:
Current liabilities:
   Accounts payable                                                              $                 580
   Payable to officer/director/shareholder                                                       2,616
                                                                                 ---------------------

Total Liabilities                                                                                3,196
                                                                                 ---------------------

Stockholders' deficit:
Preferred stock, $0.001 par value, 25,000,000 shares authorized,
   no shares issued and outstanding                                                                  -
Common stock, $0.001 par value, 100,000,000 shares authorized,
   15,969,007 shares issued and outstanding                                                     15,969
Paid-in capital                                                                              7,102,194
Retained deficit                                                                            (7,121,359)
                                                                                 ---------------------

Total Stockholders' Deficit                                                                     (3,196)
                                                                                 ---------------------

Total Liabilities and Stockholders' Deficit                                      $                   -
                                                                                 =====================
</TABLE>


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

                                      F-2

<PAGE>


                                    LIGHTTOUCH VEIN & LASER, INC.
                                      STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                             -----------------------------------------
                                                                   2006                   2005
                                                             ------------------    -------------------
<S>                                                          <C>                   <C>
Income from Operations                                       $                -    $                 -
General and Administrative Expenses                                      (2,075)                  (205)
                                                             ------------------    -------------------

Net Loss from Operations                                                 (2,075)                  (205)
                                                             ------------------    -------------------

Other Income and Expenses:
   Gain on disposition of debt                                           20,000                      -
   Interest expense                                                         (53)                  (115)
                                                             ------------------    -------------------

Total Other Income and Expense                                           19,947                   (115)
                                                             ------------------    -------------------

Net Income (Loss)                                            $           17,872    $              (320)
                                                             ==================    ===================


Earnings (loss) per common share                             $             0.00    $             (0.00)
                                                             ==================    ===================


Average weighted number of common shares outstanding                 15,969,007             15,969,007
                                                             ==================    ===================
</TABLE>


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

                                      F-3

<PAGE>


                          LIGHTTOUCH VEIN & LASER, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                               Common Stock                  Paid-in            Retained
                                         Shares            Amount            Capital            Deficit
                                     ---------------   ---------------    ---------------    ---------------
<S>                                  <C>               <C>                <C>                <C>
Balance, December 31, 2004                15,969,007   $        15,969    $     7,102,194    $    (7,138,911)
Net loss for the year                              -                 -                  -               (320)
                                     ---------------   ---------------    ---------------    ---------------

Balance, December 31, 2005                15,969,007            15,969          7,102,194         (7,139,231)
Net income for the year                            -                 -                  -             17,872
                                     ---------------   ---------------    ---------------    ---------------

Balance, December 31, 2006                15,969,007   $        15,969    $     7,102,194    $    (7,121,359)
                                     ===============   ===============    ===============    ===============
</TABLE>


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

                                      F-4

<PAGE>


                                         LIGHTTOUCH VEIN & LASER, INC.
                                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Years Ended December 31,
                                                                         ----------------------------------------
                                                                               2006                  2005
                                                                         ------------------    ------------------
Cash flows from operating activities:
<S>                                                                      <C>                   <C>
   Net income (loss)                                                     $           17,872    $             (320)
   Adjustments to reconcile net income (loss) to net cash provided by
   operating activities:
     Gain on disposition of debt                                                    (20,000)                    -
     Changes in current assets and liabilities:
        Accounts payable                                                               (488)                  320
        Payable to Officers                                                           2,616                     -
                                                                         ------------------    ------------------

Net Cash Provided by Operating Activities                                                 -                     -
                                                                         ------------------    ------------------

Net Cash Provided by (Used in) Investing Activities                                       -                     -
                                                                         ------------------    ------------------

Net Cash Provided by (Used in) Financing Activities                                       -                     -
                                                                         ------------------    ------------------

Net increase (decrease) in cash                                                           -                     -

Cash at beginning of period                                                               -                     -
                                                                         ------------------    ------------------

Cash at End of Period                                                    $                -    $                -
                                                                         ==================    ==================

</TABLE>

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

                                      F-5

<PAGE>


                          LIGHTTOUCH VEIN & LASER, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2006


Note 1:  Summary of Significant Accounting Policies

Organization -

LightTouch Vein & Laser, Inc. (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. Commencing in 1999 the
Company acquired two subsidiary corporations having the name of Lighttouch Vein
& Laser, Inc. that were incorporated under the laws of the states of Ohio and
South Carolina. During 2000 the Company or its aforementioned subsidiaries
acquired The Charleston Dermatology and Cosmetic Surgery Center ("Charleston
Dermatology"); Bluegrass Dermatology and Skin Surgery Center, P.S.C.; Center for
Weight Control, P.S.C.; and Vanishing Point, Inc. ("Vanishing Point"); all of
which became subsidiaries of the Company. During 1999 and 2000, the Company
conducted its business operations primarily through its subsidiaries and
reported the results of its operations and its financial condition on a
consolidated basis. Subsequent to the closing of the Vanishing Point, Inc.
acquisition in August 2000, financial difficulties arose which prevented the
subsidiary corporations from operating profitably. Each of the Company's
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. At the present time the Company is proposing to its shareholders a
quasi-reorganization and upon receiving approval of its shareholders, the
Company would readjust its capital accounts with the result being that its
retained deficit will be eliminated through a reduction in its paid-in capital
and the Company will emerge as a development stage enterprise.

Going Concern -

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has not conducted on-going operations during the past several years 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 only officer has paid expenses incurred by the Company, which are
recorded as a payable to an officer on the Company's balance sheet. The Company
is proposing to continue this method of paying for its expenses until other
capital raising means have been determined. There is no assurance that the
Company will be successful in funding its operations in this manner or in any
other manner. In addition, the Company is dependent on its management being
willing to serve without monetary remuneration. The Company assumes that its
arrangement with management will continue during the next 12 months. The
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.

Basis of Presentation -

The financial statements contain the operations of the Company without
consolidating its non-operating subsidiaries that are no longer recognized as
legal entities in the various states under which they were organized.

Use of Estimates -

These 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 revenues and
expenses. Actual results could differ from those estimates or assumptions.

                                      F-6
<PAGE>

Income (Loss) Per Share of Common Stock -

The income (loss) per share of common stock is computed by dividing the net
income or (loss) during the period 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 based on
acquisitions that the Company made of entities that became subsidiaries of the
Company. Such contingent obligation has not been given consideration in
computing the income (loss) per share of common stock (See Note 2: Capital
Stock).

Recently Enacted Accounting Standards -

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No. 140. This pronouncement
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset and permits an
entity to use either the amortization method or the fair value measurement
method for each class of separately recognized servicing assets and servicing
liabilities. At the present time, this pronouncement will not have any effect on
the Company.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
pronouncement defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. The Company's
application of fair value measurement is consistent with this pronouncement.

In September 2006, the FASB issued SFAS No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB
Statements No. 87, 88, 106, and 132(R). This pronouncement requires entities to
recognize a net liability or asset of their defined benefit pension and other
postretirement benefit plans on their balance sheets. At the present time, this
pronouncement will not have any effect on the Company.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115. This pronouncement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. At the present time, this
pronouncement will not have any effect on the Company.

Note 2:  Capital Stock

Preferred Stock -

On October 4, 1999, the Company amended and restated its articles of
incorporation to authorize 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. The preferred shares are not convertible into common stock, do not
contain any cumulative voting privileges, and do not have any preemptive rights.
No shares of preferred stock have been issued.

Common Stock -

On August 15, 2000, the Company acquired 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 to 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 has
occurred, but no assurance thereof can be given. See Note 5: Contingent
Liabilities.

                                      F-7
<PAGE>

Note 3:  Related Party Transactions

Commencing in 2006, the Company's sole officer has made advances for and in
behalf of the Company to accountants, the Company's transfer agent, for filing
fees and other related costs. These advances are shown as current liabilities on
the Company's balance sheet and as of December 31, 2006 amount to $2,616.

Note 4:  Note Guarantee

In conjunction with the acquisition of Charleston Dermatology in March 2000, a
promissory note in the amount of $700,000 was entered into by the Company's
subsidiary making this acquisition and the selling party. The Company guaranteed
payment of $20,000 of this note to the selling party. 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 subsidiary's bankruptcy proceedings, including any
obligations associated with the issuance of its common shares 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 shareholders with respect to the issuance of
additional shares of the Company's common stock. If creditors or potential
shareholders 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 claim to the fullest extent of the law. No dollar amount has been
accrued in the 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.


                                      F-8