0


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,
2005





[   ]
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 incorporation or
organization)                  (I.R.S.
Employer 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 July 23, 2008, 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 July 23, 2008, the registrant had 15,969,007 shares of common stock
issued and outstanding.





1


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





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 an officer, 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
stockholders.





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 stockholders. 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.





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





No
matters were submitted to a vote of stockholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2005.





2


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
2007                                           $0.009                    $0.005


September
2007                                          $0.01                      $0.005


June
2007                                              
  
  $0.015                    $0.005


March
2007                                         
       $0.02                      $0.015





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                      $0.04


September
2005                                          $0.05                      $0.04


June
2005                                                   
$0.05                      $0.04


March
2005                                                
$0.05                      $0.04





Holders
– At July 23, 2008, the Company had approximately 89 stockholders 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 an officer. The Company may also issue
shares of its common stock to raise equity capital. The Company’s sole officer
and director has financed the Company's current operations, which have consisted
primarily of maintaining in good standing the Company's corporate status and in
fulfilling its filing requirements with the Securities and Exchange Commission,
including the audit of its financial statements. Beyond the financial
arrangements herein, the Company has not entered into a definitive agreement
with this officer, or anyone else, regarding the receipt of future funds to meet
its capital requirements. However, management anticipates that whatever
reasonable financial requirements may be necessary to further its plan of
operations, the Company’s sole officer and director will continue to provide
such financial resources to the Company as needed during the next twelve
months.


3


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





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





Risks
associated with the plan of operations:





In its
search for a business opportunity, management anticipates that the Company will
incur additional costs for legal and accounting fees to locate and complete a
merger or acquisition. Other than previously discussed, the Company does not
have any revenue producing activities whereby it can meet these financial
requirements. On December 31, 2005, the Company’s debts were $21,068 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
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 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 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 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 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 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.


4


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 VanWagoner and Bradshaw,
PLLC to serve as its independent auditors.  Before the appointment of
Child VanWagoner 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;


5


(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;





(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 stockholders 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, 2005, the end of the Company's last completed fiscal year):





Summary
Compensation Table







Name
      and
              Principal
      Position
            Year
            Salary
            Bonus
            Stock
              Awards
            Option
              Awards
            Non-Equity
              Incentive
      Plan
              Compensation
            All
              OtherCompensation
            TotalEd
      Bailey,
            2007
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-CEO,
      President
            2006
              2005
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-








Cash
Compensation – No cash compensation was paid to any director or executive
officer of the Company during the fiscal years ended December 31, 2007, 2006,
and 2005.





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.





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





The
following table sets forth as of July 23, 2008, 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.





Amount
and Nature of


Title of
Class                                Name of Beneficial
Owner                                Beneficial Ownership
(1)Percent
of Class


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                                                                                          
  -0-                                                      -0-





Common                      All
Officers and Directors


as
a
Group                                                                                         -0-                                                      -0-





(1)
            All
      shares are owned directly, beneficially and of record; and each
      stockholder has sole voting, investment, and dispositive power, unless
      otherwise noted.





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
June 30, 2008, the sole officer and director has loaned the Company
$19,379.  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.





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





6


Exhibits
– The following exhibits are included as part of this report:





Exhibit             Reference


Number           Number                      Title of
Document                                                      Location





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*





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





*
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:     $0 for 2005 and $0 for
2004.





(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 2005 and $0 for 2004.





(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
2005 and $0 for 2004.





(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 2005 and $0 for 2004





(5) The
Company does not have an audit committee





(6) Not
Applicable








7


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:  September 8,
2008





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:  September 8,
2008





8




1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1377
 Facsimile
801.927.1344
 
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 Suite B,
4F
 North
Cape Commercial Bldg.
 388
King’s Road
 North
Point, Hong Kong
 
 
 
 www.cpaone.net


Douglas
W. Child, CPA
 Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Roger B.
Kennard, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes























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, 2005, and the related statements of
operations, stockholders’ deficit, and cash flows for the years ended December
31, 2005 and 2004.  These financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these financial statements based on our audits.







We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States 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 audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of LightTouch Vein & Laser,
Inc.  as of December 31, 2005, and the results of its operations,
changes in stockholders’ deficit  and its cash flows for
the  years ended December 31, 2005 and 2004,   in
conformity with accounting principles generally accepted in the United States of
America.







The
accompanying financial statements  have been prepared assuming that
the Company    will continue as a going
concern.  As discussed in Note 1 to the financial statements, the
Company has incurred 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


Child,
Van Wagoner & Bradshaw, PLLC


Certified
Public Accountants


Salt Lake
City, Utah


September
6, 2008





F -
1
 
 LIGHTTOUCH
VEIN & LASER, INC.


BALANCE
SHEET


DECEMBER
31, 2005





ASSETSCurrent
      Assets
            
            $
            -TOTAL
      ASSETS
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
            
            $
            1,068Total
      Current Liabilities
            
            
            1,068Long-term
      debt
            
            
            20,000Total
      Liabilities
            
            
            21,068Stockholders'
      DeficitPreferred
      stock, $0.001 par value, 25,000,000 sharesauthorized,
      no shares issued and outstanding
            
            
            -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      15,969,007 shares issued and outstanding
            
            
            15,969Paid-in
      capital
            
            
            7,102,194Retained
      deficit
            
            
            (7,139,231)Total
      Stockholders'  Deficit
            
            
            (21,068)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            -








The
accompanying notes are an integral part of these financial
statements.
 
 F -
2
 
 LIGHTTOUCH
VEIN & LASER, INC.


STATEMENTS
OF OPERATIONS





Years
      Ended December 31,2005
            
            2004Income
      from Operations
            
            $
            -
            
            $
            -General
      and Administrative Expenses
            
            
            (205)
            
            
            -Net
      Loss from Operations
            
            
            (205)
            
            
            -Other
      (Expense)Interest
      expense
            
            
            (115)
            
            
            (99)Total
      Other (Expense)
            
            
            (115)
            
            
            (99)Net
      Loss
            
            $
            (320)
            
            $
            (99)Loss
      per common share
            
            $
            (0.00)
            
            $
            (0.00)Average
      weighted number of commonshares
      outstanding
            
            
            15,969,007
            
            
            15,969,007








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


STATEMENTS
OF STOCKHOLDERS' DEFICIT





Common
      Stock
            
            Paid-in
            
            RetainedShares
            
            Amount
            
            Capital
            
            DeficitBalance,
      December 31, 2003
            
            
            15,969,007
            
            $
            15,969
            
            $
            7,102,194
            
            $
            (7,138,812)Net
      Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (99)Balance,
      December 31, 2004
            
            
            15,969,007
            
            
            15,969
            
            
            7,102,194
            
            
            (7,138,911)Net
      Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (320)Balance,
      December 31, 2005
            
            
            15,969,007
            
            $
            15,969
            
            $
            7,102,194
            
            $
            (7,139,231)








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


STATEMENTS
OF CASH FLOWS





Years
      Ended December 31,2005
            
            2004Cash
      flows from operating activitiesNet
      loss
            
            $
            (320)
            
            $
            (99)Adjustments
      to reconcile net loss to net cash
              provided by operating activitiesChanges
      in current assets and liabilitiesAccounts
      payable
            
            
            320
            
            
            99Net
      Cash Provided by Operating Activities
            
            
            -
            
            
            -Net
      Increase (Decrease) in Cash
            
            
            -
            
            
            -Cash
      at Beginning of Period
            
            
            -
            
            
            -Cash
      at End of Period
            
            $
            -
            
            $
            -














The
accompanying notes are an integral part of these financial
statements.
 
 F -
5
 
 LIGHTTOUCH
VEIN & LASER, INC.


NOTES
TO FINANCIAL STATEMENTS


December
31, 2005











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 acquisition
in August 2000, financial difficulties arose which prevented the subsidiary
corporations from operating profitably. Consequently, 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. The Company is currently seeking to enter into a reverse acquisition with
an existing business or otherwise acquiring an operating entity.





Going
Concern – The accompanying 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 on-going operations for
the two years preceding its 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. Subsequent to
December 31, 2005, the Company’s sole officer and director paid certain expenses
incurred by the Company. The Company anticipates that such individual will
continue to pay the Company’s expenses as incurred until other capital raising
means have been obtained. There is no assurance that the Company will be
successful in funding its operations in this manner or in any other manner in
the future. In addition, the Company is dependent on its sole officer and
director to serve without monetary remuneration. The Company assumes that this
arrangement will continue into the future. 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 as of December 31,
2006, 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.





Income
Taxes – The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes”.
SFAS No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available operating
loss or tax credit carry forward. The amount of and the ultimate realization of
any tax benefits from any operating loss carry forward for income tax purposes
is uncertain because of changes in the Company’s business structure. As a result
of these uncertainties no deferred tax asset has been recognized for any loss
carry forward.





F -
6
 
 LIGHTTOUCH
VEIN & LASER, INC.


NOTES
TO FINANCIAL STATEMENTS (continued)


December
31, 2005











Note
1:                    Summary
of Significant Accounting Policies (continued)





Loss per
Common Share – The loss per common share is computed by dividing the net loss
during the periods presented by the weighted average number of common shares
outstanding during those same periods. 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 loss per
common share.





Recently
Enacted Accounting Standards – The following accounting standards have been
enacted since the Company’s most recent annual report (for the year ended
December 31, 2006) filed with the Securities and Exchange
Commission:





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 statement 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. The Company believes that this new
accounting statement will not have any impact on its financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree at the acquisition date, be measured at their fair values as of the
acquisition date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, be recognized at the full amounts
of their fair values. The Company believes that when and if its current business
activities in seeking a reverse acquisition of an operating entity occur, this
accounting statement may have relevance.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51. The objective of
this statement is to improve the relevance, comparability, and transparency of
the financial statements by establishing accounting and reporting standards for
the Noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The Company believes that this statement will not have any impact on
its financial statements, unless it becomes an entity requiring consolidation
with one or more corporations.





In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This
statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its
effectiveness.





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




F -
7
 
 LIGHTTOUCH
VEIN & LASER, INC.


NOTES
TO FINANCIAL STATEMENTS (continued)


December
31, 2005











Note
1:                    Summary
of Significant Accounting Policies (continued)





In May
2008, the FASB issued Statement No. 163,ACCOUNTING FOR FINANCE
GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation.  This
Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008.





Note
2:                      Capital
Stock





Preferred
Stock – The Company is authorized to issue 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 sole by the
Board of Directors. 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.





Note
3:                      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 one of the
Company’s subsidiaries. The Company guaranteed payment of $20,000 of this note.
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
4:                      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.





F -
8
 
 LIGHTTOUCH
VEIN & LASER, INC.


NOTES
TO FINANCIAL STATEMENTS (continued)


December
31, 2005











Note
4:                      Contingent
Liabilities (continued)





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 claim 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 of the dates presented, and the Company believes that no
contingent liabilities exist.





Note
5:                      Subsequent
Event





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








F -
9