UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





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





For the
fiscal year ended December 31,
2008





[   ]
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
registrant as specified 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, Salt Lake City, Utah  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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act


Yes
[  ]                      No   [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act


Yes
[X]                      No   [   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.     Yes
[X]        No
[   ]





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.    [ ]





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





Large Accelerated filer  ̈                                                                                                           Accelerated
filer  ̈


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





1




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


Yes
[   ]   No [ X]





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 April 11, 2009 the average bid and asked price of the common
stock was $0.0175, resulting in an aggregate market value of $279,458 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 April 11, 2009, 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-K (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





2




PART
I





Item
1. 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.
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. 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 a 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, 2008.





3


PART
II





Item
5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.





Market
information – The principal market for the Company's common stock is the
OTC Bulletin Board 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.  On April 9,
2009 the bid and ask were $0.007 ask and $0.0005 and bid.





Quarter
Ended                                           High
Bid               
           Low Bid


December
2008                                           $0.007                                $0.0005


September
2008                                          $0.007                                $0.0005


June
2008                                                   
$0.007                                $0.0005


March
2008                                                
$0.007                                $0.0005





December
2007                                           $0.005                                $0.009


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





Holders
– At April 10, 2009, the Company had approximately 87 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.  Selected Financial Data





Summary of Financial
Information





We had no
revenues in 2008 or 2007.  We had a net loss of $43,857 for the year
ended December 31, 2008.  At December 31, 2008, we had cash and cash
equivalents of $0 and a negative working capital of $57,975.





The
following table shows selected summarized financial data for the Company at the
dates and for the periods indicated. The data should be read in conjunction with
the financial statements and notes included herein beginning on page
F-1.





4


STATEMENT OF OPERATIONS
DATA:





For the Year Ended
                December 31, 2008
              For the Year Ended
                December 31, 2007Revenues
              $                                  0
              $                               0General
      and Administrative Expenses
              41,634
              10,531Net
      Loss
              43,857
              10,922Basic
      Income (Loss) per Share
              (0.00)
              (0.00)Diluted
      Income (Loss) per Share
              (0.00)
              (0.00)Weighted
      Average Number of Shares Outstanding
              15,969,007
              15,969,007Weighted
      Average Number of Fully Diluted Shares Outstanding
              40,969,007
              15,969,007BALANCE SHEET
      DATA:December 31, 2008
              December 31, 2007Total
      Current Assets
              $                                  0
              $                               0Total
      Assets
              0
              0Total
      Current Liabilities
              57,975
              14,118Working
      Capital
              (57,975)
              (14,118)Stockholders’
      Equity (Deficit)
              (57,975)
              (14,118)





Item 7.
Management’s Discussion and Analysis of Financial Condition and Results 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. 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 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 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
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.





5


The
Company’s sole officer has paid on behalf of the Company certain costs and as of
December 31, 2008, the Company owed him $42,453 including $7,800 for office
services.  The Company in anticipation of additional cost to bring the
Company current on all of its reporting obligations has entered into a credit
line for up to $25,000.  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 ten percent per annum by April 14, 2009.  The
sole officer has agreed to extend the due date on the note.





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, 2008, the Company’s debts were $57,975 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. 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.





6


Item
8. Financial Statements and Supplementary Data.





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





Item
9. 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.





Item
9A(T). Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





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







Management’s
Annual Report on Internal Control over Financial Reporting





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







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







Our
management, which consists of one officer, with the participation of the outside
CPA firm, evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008.  In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in Internal Control -
Integrated Framework.   Further, our management considered the lack of
operations and revenue, the limited cash on hand, the limited transactions which
occur on a monthly basis and the use of an outside CPA firm which reconciles all
financial transactions prior to being delivered to our auditors.  Based on
this evaluation, our management, consisting of our sole officer, concluded that,
as of December 31, 2008, our internal control over financial reporting was
effective.  However, management recognized the weaknesses of
inadequate segregation of duties consistent with control objectives due to our
small size and limited resources but believes the use of an outside CPA firm, in
addition to our auditors, helps mitigate this potential
weakness.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Security and Exchange Commission that permit the Company to provide only
management’s report in this annual report.





Changes
in internal control over financial reporting





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


Item
9B. Other Information





None





7


PART
III





Item
10. Directors, Executive Officers and Corporate Governance.





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                         
          
48            
 President, Secretary, Treasurer,


Director                                                      2006


Michael
T.
Lami                         48     
        Director                                                      2009








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




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.




Mr. Lami
has been the owner and operator of several business in the Salt Lake City, Utah
area.  Mr. Lami, for the past five years, has been and is a private
business consultant and is a real estate agent and investor since
1995.  From the 1980’s until 2005, Mr. Lami also owned and operated
Rocky Mountain Pizza Company.  Mr. Lami is also involved in real
estate investment and development with his own company TerraFirma Real Estate
Services.  Mr. Lami is also the president and director of RT
Technologies, Inc. which is listed on the OTCBB and files reports with the
SEC.





Mr. Lami
was appointed a director in April 2009.





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;





(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.






8




(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 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
11. 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, 2008, 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,
                2008
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-
                -0-CEO,
      President
                2007
                  2006
                -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, 2008, 2007,
and 2006.





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





The
following table sets forth as of April 10, 2009, 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.






9





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%


11375 Brittany Woods


Cincinnati, Ohio 45249





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


3000 Sand Hill Rd Bldg 3, Suite
25


Menlo Park, CA 94025





Common                 Intram
Investment
Corporation                                     958,075                                             6.00%


10826 Omaha Trace


Union, KY 41091





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


One Northwestern Dr., Suite
203


Bloomfield, CT 06002





Common                 Ed
Bailey                                                                    
 25,000,000                               
               61%





Name of Officer,
Director                  Amount
and Nature of


Title of
Class         and
Nominee                                      Beneficial Ownership
(2)                                       Percent of
Class





Common                 Ed
Bailey                                                         25,000,000                                                                61%





Common                 Michael
Lami                                                                 --                                                   
               --





Common                 All
Officers and Directors


as a
Group                                                         25,000,000                                                                 
-0-





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


(2)
            Assumes
      conversion of the promissory note owed to Mr. Bailey for $25,000 as of
      April 10, 2009.  The note is convertible at $0.001 per
      share.  As such Mr. Bailey would receive 25,000,000 shares on
      conversion of the note.





ITEM
13. Certain Relationships and Related Transactions and Director
Independence





Transactions with management
and others





The sole
officer has been providing loans to the Company.  As of December 31,
2008, the sole officer has loaned the Company $32,079.  As of April
14, 2009, the sole officer has loaned the Company
$34,579.  Additionally, the sole officer has entered into a credit
line with the Company to provide up to $25,000 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.





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:     $23,000 for 2008 and
$4,600 for 2007.





(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 2008 and $0 for 2007.





(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
2008 and $0 for 2007.







10


(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 2008 and $0 for 2007.





(5) The
Company does not have an audit committee





(6) Not
Applicable





Item
15. Exhibits, Financial Statement Schedules.





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
Sheets                                                                                   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:





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
and 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.








11





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:  April 14,
2009





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:  April 14,
2009





By: /s/ Michael
Lami


Director





12


























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 sheets of LightTouch Vein & Laser, Inc. as
of December 31, 2008 and 2007, and the related statements of operations,
stockholders’ (deficit), and cash flows for the  years ended December
31, 2008 and 2007. 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 audits 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 audits
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, 2008 and 2007, and the results of its
operations,
 and its cash flows for the  years ended December 31,
2008 and 2007,   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 cash flow constraints, an accumulated deficit, and
has suffered recurring losses from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. 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


April 14, 2009




1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 
 www.cpaone.net
   F
- 1


LightTouch Vein & Laser, Inc.


Balance
Sheets








December
      31,2008
              
              2007Assets:Current
      assets
              $                     -
              
              $                       -Total
      Assets
              $                     -
              
              $                       -Liabilities
      and Stockholders' Deficit:Current
      liabilities:Accounts
      payable
              $             2,250
              
              $               2,207Payable
      to related parties
              55,725
              
              11,911Total
      Liabilities
              57,975
              
              14,118Stockholders'
      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
              
              15,969Paid-in
      capital
              7,102,194
              
              7,102,194Retained
      deficit
              (7,176,138)
              
              (7,132,281)Total
      Stockholders' Deficit
              (57,975)
              
              (14,118)Total
      Liabilities and Stockholders' Deficit
              $                     -
              
              $                       -








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


LightTouch Vein & Laser, Inc.


Statements
of Operations








Years
      Ended December 31,2008
              
              2007Income
      from Operations
              $                     -
              
              $                       -General
      and Administrative Expenses
              (41,634)
              
              (10,531)Net
      Loss from Operations
              (41,634)
              
              (10,531)Other
      Expenses:Interest
              (2,223)
              
              (391)Total
      Other Expense
              (2,223)
              
              (391)Net
      (Loss)
              $         (43,857)
              
              $           (10,922)(Loss)
      per common share
              $             (0.00)
              
              $               (0.00)Average
      weighted number of common shares outstanding
              15,969,007
              
              15,969,007







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


LightTouch Vein & Laser, Inc.


Statements
of Stockholders’ Deficit








Common
      Stock
              
              Paid-in
              
              RetainedShares
              
              Amount
              
              Capital
              
              DeficitBalance,
      December 31, 2006
              15,969,007
              
              $       15,969
              
              $  7,102,194
              
              $ 
      (7,121,359)Net
      loss for the year
              -
              
              -
              
              -
              
              (10,922)Balance,
      December 31, 2007
              15,969,007
              
              15,969
              
              7,102,194
              
              (7,132,281)Net
      loss for the year
              -
              
              -
              
              -
              
              (43,857)Balance,
      December 31, 2008
              15,969,007
              
              $       15,969
              
              $  7,102,194
              
              $ 
      (7,176,138)








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


LightTouch Vein & Laser, Inc.
 Statements
of Cash Flows








Years
      Ended December 31,2008
              
              2007Cash
      flows from operating activities:Net
      income (loss)
              $         (43,857)
              
              $             (10,922)Adjustments
      to reconcile net income (loss) to net cashprovided
      by operating activities:Changes
      in current assets and liabilities:Accounts
      payable
              2,250
              
              1,627Payable
      to related parties
              41,607
              
              9,295Net
      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
              $                     -
              
              $                        -








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


LightTouch Vein & Laser, Inc.


Notes
to Financial Statements


December
31, 2008








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. Between 1999 and
2000, the Company acquired several subsidiary corporations and conducted its
business operations primarily through them. Subsequent to August 2000, financial
difficulties prevented these subsidiary corporations from operating profitably
and each of them ceased operations. In most cases these subsidiary corporations
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 seeking a
business combination with an operating entity through a reverse
acquisition.





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 any revenue producing operations during
the past several years, has no assets but has incurred liabilities of $57,975 as
of December 31, 2008. These factors raise substantial doubt concerning the
ability of the Company to continue as a going concern. The Company’s sole
officer and an affiliate have paid the Company’s expenses (See Note
3.  Related Party Transactions). An amount of $55,725, including
accrued interest, is due them as of December 31, 2008. The Company proposes to
continue this method of paying for its expenses unless other capital raising
means can be employed, of which there can be no assurance that such will be
available. In addition, the Company is dependent on its management serving
without monetary remuneration. The Company assumes that its arrangement with
management will continue into the future. These financial statements do not
include any adjustments that might result from a negative outcome of these
uncertainties. A change in these circumstances would have a material negative
effect on the Company's future.





Use of Estimates –
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.





(Loss) Per Common
Share – The loss per share of common stock is computed by dividing the
net loss during the period presented by the weighted average number of shares of
common stock 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 loss per
common share (See Note 2: Capital Stock).





Income taxes – The
Company has no deferred taxes arising from temporary differences between income
for financial reporting and for income tax purposes. Deferred tax assets and
liabilities are measured using enacted tax rates to taxable income in the years
in which those temporary differences are expected to reverse. A valuation
allowance is provided for deferred tax assets if it is more likely than not that
these items will either expire before the Company is able to realize their
benefits, or that future deductibility is uncertain.





The
Company’s likelihood to utilize any net operating loss carry forward from years
prior to 2006 is remote as a result of its intended change in business
activities and other tax regulations relating to those prior years. The
Company’s present net operating loss carry forward of approximately $54,800
expires in years commencing in 2027, if such loss is allowed as a result of its
intended change in business activities.








The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  As a result of the
implementation of Interpretation 48, the Company recognized approximately no
increase in the liability for unrecognized tax benefits.


LightTouch Vein & Laser, Inc.


Notes
to Financial Statements (continued)


December
31, 2008








Note 1:
Summary of Significant Accounting Policies (continued)





The
Company has no tax positions at December 31, 2007 and 2008 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.





The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the
years ended December 31, 2007 and 2008, the Company recognized no interest and
penalties.  The Company had no accruals for interest and penalties at
December 31, 2007 and 2008.





Recently Enacted Accounting
Standards





On
January 12, 2009 the Financial Accounting Standards Board (“FASB”) issued a
final Staff Position (“FSP”) amending the impairment guidance in EITF Issue No.
99-20, Recognition of Interest Income and Impairment on Purchased Beneficial
Interests and Beneficial Interests That Continue to Be Held by a Transferor in
Securitized Financial Assets to achieve more consistent determination of whether
an other-than-temporary impairment has occurred. This FSP does not have an
impact on the Company at the present time.





On April
1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies FASB No. 141
(revised 2007), Business Combinations, to address application issues on initial
recognition and measurement, subsequent measurement and accounting, and
disclosures of assets and liabilities arising from contingencies in a business
combination. This statement may have an impact on the Company if the Company
enters into a business combination with an operating entity through a reverse
acquisition.





On April
9, 2009 the FASB issued three FSPs intended to provide additional application
guidance and enhance disclosures regarding fair value measurements and
impairments of securities. FSP FAS 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly, provides guidelines for
making fair value measurements more consistent with the principles presented in
FASB Statement No. 157, Fair Value Measurements. FSP FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments, enhances
consistency in financial reporting by increasing the frequency of fair value
disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance designed to
create greater clarity and consistency in accounting for and presenting
impairment losses on securities. These FSPs do not have an impact on the Company
at the present time.





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 by the Board of Directors. The
preferred stock is not convertible into common stock, does not contain any
cumulative voting privileges, and does not have any preemptive rights. No shares
of preferred stock have been issued.





Common Stock – On
August 15, 2000, the Company acquired Vanishing Point, Inc. (“Vanishing Point”)
as a wholly-owned subsidiary through a triangular reorganization whereby an
existing subsidiary of the Company acquired all of the Vanishing Point common
stock, options to acquire common stock, warrants, and convertible notes
(collectively the “Exchange Securities”) in exchange for 8,576,589 shares of the
Company’s common stock. The conditions of the exchange require that the Exchange
Securities be surrendered to the Company’s transfer agent and that payment,
either in services or in a cash amount, be made 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 4: Contingent Liabilities)





LightTouch Vein & Laser, Inc.


Notes
to Financial Statements (continued)


December
31, 2008








Note 3:
Related Party Transactions





Commencing
in 2006, the Company’s sole officer made payment of general and administrative
expenses incurred by the Company and in 2007 entered into an unsecured line of
credit note. This note bears interest at a rate of 10% per annum and has been
extended on several occasions. Commencing in 2008, an affiliate of the Company’s
sole officer made similar payment of general and administrative expenses
incurred by the Company at a rate of 10% per annum. Furthermore, certain general
and administrative expenses related to the Company maintaining an office and
filing its reports with the Securities and Exchange Commission have been accrued
and are payable to the Company’s sole officer and affiliate. Collectively, these
amounts total $55,725 and $11,911 at December 31, 2008 and 2007, respectively.
Accrued interest included in these amounts is $2,611 and $388 at December 31,
2008 and 2007, respectively.





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 stock in conjunction with the
acquisition of Vanishing Point, the Company may have contingent
liabilities.





The
Company believes that there are no valid outstanding liabilities from either
prior operations or from potential stockholders with respect to the issuance of
additional shares of the Company’s common stock. If creditors or potential
stockholders were to come forward and claim that a liability is owed or that
additional shares of common stock should be issued to them, the Company has
committed to contest such claim to the fullest extent of the law. No dollar
amount has been accrued in the 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.





Note
5:  Subsequent Events





Subsequent
to December 31, 2008 the Company’s sole officer and an affiliate made a combined
$5,000 prepaid expense deposit for and in behalf of the Company. This amount
bears interest at a rate of 10% per annum and is similar in nature as the
amounts previously discussed in Note 3: Related Party Transactions.