GROW SOLUTIONS HOLDINGS, INC. - Annual Report: 2011 (Form 10-K)
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, 2011
[ ] 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.)
1879 Longview Drive Holladay, Utah
84124
(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 [ ]
No [X]
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
State the 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 last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: The bid on June 30, 2011, the last business day of the registration’s most recently completed second fiscal quarter, was $0.006 giving the shares held by non-affiliates a market value of $111,783. The shares trade very sporadically and the bid price on any given day may not be indicative of the actual price a stockholder could receive for their shares.
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 3, 2012, the registrant had 40,969,007 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
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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. Mining and Safety Disclosure
The Company has no mining activity.
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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 3, 2012 the bid and ask were $0.0006 ask and $0.1215 and bid.
Quarter Ended
High Bid
Low Bid
December 2011
$0.02
$0.001
September 2011
$0.03
$0.001
June 2011
$0.08
$0.001
March 2011
$0.01
$0.001
December 2010
$0.007
$0.001
September 2010
$0.007
$0.001
June 2010
$0.007
$0.001
March 2010
$0.007
$0.001
December 2009
$0.03
$0.0006
September 2009
$0.03
$0.012
June 2009
$0.009
$0.009
March 2009
$0.007
$0.007
Holders – At April 3, 2012, 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 2011 or 2010. We had a net loss of $19,031 for the year ended December 31, 2011. At December 31, 2011, we had cash and cash equivalents of $0 and a negative working capital of $97,049.
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.
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STATEMENT OF OPERATIONS DATA:
|
| For the Year Ended December 31, 2011 | For the Year Ended December 31, 2010 |
| Revenues | $ 0 | $ 0 |
| General and Administrative Expenses | 13,990 | 15,492 |
| Net Loss | 19,031 | 20,087 |
| Basic Income (Loss) per Share | (0.00) | (0.00) |
| Diluted Income (Loss) per Share | (0.00) | (0.00) |
| Weighted Average Number of Shares Outstanding | 40,969,007 | 36,927,911 |
| Weighted Average Number of Fully Diluted Shares Outstanding | 40,969,007 | 36,927,911 |
| BALANCE SHEET DATA: |
|
|
|
| December 31, 2011 | December 31, 2010 |
| Total Current Assets | $ 0 | $ 0 |
| Total Assets | 0 | 0 |
| Total Current Liabilities | 97,049 | 78,018 |
| Working Capital | (97,049) | (78,018) |
| Stockholders’ Equity (Deficit) | (97,049) | (78,018) |
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.
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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.
The Company’s sole officer has paid on behalf of the Company certain costs. In March 2010, the sole officer converted $25,000 of the debt owed to him into 25,000,000 shares of common stock of the Company.
Risks associated with the plan of operations:
In its search for a business opportunity, management anticipates that the Company will incur additional costs for legal and accounting fees to locate and complete a merger or acquisition. Other than previously discussed, the Company does not have any revenue producing activities whereby it can meet these financial requirements. On December 31, 2011, the Company’s debts were $97,049 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.
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LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2011, the Company had no assets and liabilities of $97,049. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and maintaining the Company’s reporting obligations to the Securities and Exchange Commission. Current management has indicated a willingness to help support the Company’s ongoing expenses through the purchase of securities of the Company.
For the twelve months ended December 31, 2011, the Company had $13,990 in operating expenses related to maintaining its corporate status and paying accounting and other fees. Management anticipates continuing expenses related to investigating business opportunities and legal and accounting costs. For the year ended December 31, 2011, the Company had a net loss of $19,031 compared to a loss of $20,087 for the year ended December 31, 2010. We would anticipate losses to be in line with 2011 numbers or higher in the future until a business opportunity is identified.
Since inception, the Company has not generated significant revenue, and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. Management of the Company will be investigating various business opportunities. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting costs. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.
Management does not anticipate employing any employees in the future until a merger or acquisition can be accomplished. Management will continue to rely on outside consultants to assist in its corporate filing requirements.
RESULTS OF OPERATIONS
The Company has not had any revenue since inception. As stated above, the Company continues to suffer losses related to maintaining its corporate status and reporting obligations.
c) Off-balance sheet arrangements.
The Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
Item 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. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, which consists of one person and with the assistance of an outside CPA, 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 Principal Financial Officer 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 Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.
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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, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011. 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, 2011, 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 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 that occurred during the last fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.
Item 9B. Other Information
None
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
52
President, Secretary, Treasurer,
Director
2006
Set forth below is certain biographical information regarding the Company's executive officer and director.
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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 Bachelor degree in Business.
The Company believes the business background of the director qualify him to serve as director of the Company.
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.
(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 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, 2011, the end of the Company's last completed fiscal year):
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Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified | All Other Compensation | Total |
| Ed Bailey, CEO | 2011 | -- | -- | -- | -- | -- | -- | -- | -- |
|
| 2010 | -- | -- | -- | -- | -- | -- | -- | -- |
|
| 2009 | -- | -- | -- | -- | -- | -- | -- | -- |
Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended December 31, 2011, 2010, and 2009.
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 3, 2012, 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 40,969,007 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
Ed Bailey
25,000,000
61%
Name of Officer, Director
Amount and Nature of
Title of Class
and Nominee
Beneficial Ownership (1)
Percent of Class
Common
Ed Bailey
25,000,000
61%
Common
All Officers and Directors
as a Group
25,000,000
61%
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________________
(1)
All shares are owned directly, beneficially and of record; and each stockholder has sole voting, investment, and dispositive power, unless otherwise noted.
ITEM 13. Certain Relationships and Related Transactions and Director Independence
Transactions with management and others
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 18% 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 18% 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. Collectively, these amounts total $69,992 and $42,207 at December 31, 2011 and 2010, respectively. Accrued interest included in these amounts is $21,549 and $13,852 at December 31, 2011 and 2010, respectively.
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: $9,000 for 2011 and $7,750 for 2010.
(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 2011 and $0 for 2010.
(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 2011 and $0 for 2010.
(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 2011 and $0 for 2010.
(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 Changes in 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
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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*
10.01
10
Promissory Note-Ed Bailey
This Filing
31.01
31
CEO certification Pursuant to 18 USC
Section 1350, as adopted pursuant to
Section 302 of Sarbanes-Oxley Act of 2002
This Filing
31.02
31
CFO certification Pursuant to 18 USC
Section 1350, as adopted pursuant to
Section 302 of Sarbanes-Oxley Act of 2002
This Filing
32.01
32
CEO Certification pursuant to Section 906
This Filing
32.02
32
CFO Certification pursuant to Section 906
This Filing
101.INS
XBRL Instance
101.XSD
XBRL Schema
101.CAL
XBRL Calculation
101.DEF
XBRL Definition
101.LAB
XBRL Label
101.PRE
XBRL Presentation
* Incorporated by reference from the Company's registration statement on Form 10-SB filed with the Commission, SEC file no.0-29301.
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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 Principal Financial Officer
Date: April 12, 2012
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.
Date: April 12, 2012
By: /s/ Ed Bailey
Ed Bailey, Director, Principal Executive and Principal Financial Officer
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[Child, Van Wagoner & Bradshaw, PLLC letterhead]
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, 2011 and 2010, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2011 and 2010. 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 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, 2011 and 2010, and the results of its operations, and its cash flows for the years ended December 31, 2011 and 2010, 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
Salt Lake City, Utah
April 6, 2012
F-1
LightTouch Vein & Laser, Inc.
Balance Sheets
|
| December 31, | ||
|
| 2011 |
| 2010 |
| Assets: |
|
|
|
| Current assets | $ - |
| $ - |
|
|
|
|
|
| Total Assets | $ - |
| $ - |
|
|
|
|
|
| Liabilities and Stockholders' Deficit: |
|
|
|
| Current liabilities: |
|
|
|
| Accounts payable | $ 7,287 |
| $ 5,880 |
| Payable to related parties | 19,840 |
| 29,931 |
| Notes payable to stockholders | 69,922 |
| 42,207 |
| Total Liabilities | 97,049 |
| 78,018 |
|
|
|
|
|
| Stockholders' deficit: |
|
|
|
| Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding | - |
| - |
| Common stock, $0.001 par value, 100,000,000 shares authorized, 40,969,007 shares issued and outstanding | 40,969 |
| 40,969 |
| Additional Paid-in capital | 7,102,194 |
| 7,102,194 |
| Retained deficit | (7,240,212) |
| (7,221,181) |
| Total Stockholders' Deficit | (97,049) |
| (78,018) |
| Total Liabilities and Stockholders' Deficit | $ - |
| $ - |
See accompanying notes to financial statements.
F-2
LightTouch Vein & Laser, Inc.
Statements of Operations
|
|
|
|
|
|
| Years Ended December 31, | ||
|
| 2011 |
| 2010 |
|
|
|
|
|
|
|
|
|
|
| Revenue | $ - |
| $ - |
|
|
|
|
|
| Operating expenses: |
|
|
|
| General and Administrative Expenses | 13,990 |
| 15,492 |
| Total operating expenses | 13,990 |
| 15,492 |
| Loss from operations | (13,990) |
| (15,492) |
| Other Income (Expenses): |
|
|
|
| Interest expense | (5,041) |
| (4,595) |
| Total Other Expense | (5,041) |
| (4,595) |
|
|
|
|
|
| Net (Loss) | $ (19,031) |
| $ (20,087) |
|
|
|
|
|
| Net (Loss) per common share | $ (0.00) |
| $ (0.00) |
|
|
|
|
|
| Weighted number of common shares outstanding | 40,969,007 |
| 36,927,911 |
See accompanying notes to financial statements.
F-3
LightTouch Vein & Laser, Inc.
Statements of Changes in Stockholders’ Deficit
|
| Common Stock |
| Paid-in |
| Retained | Total Equity | ||
|
| Shares |
| Amount |
| Capital |
| Deficit | (Deficit) |
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2009 | 15,969,007 | $ | 15,969 |
| $ 7,102,194 | $ | (7,201,094) | $ (82,931) |
|
|
|
|
|
|
|
|
|
|
| Common Stock issued for conversion of debt for related party | 25,000,000 |
| 25,000 |
| - |
| - | 25,000 |
|
|
|
|
|
|
|
|
|
|
| Net loss, year ended December 31, 2010 | - |
| - |
| - |
| (20,087) | (20,087) |
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2010 | 40,969,007 | $ | 40,969 | $ | 7,102,194 | $ | (7,221,181) | $ (78,018) |
|
|
|
|
|
|
|
|
|
|
| Net Loss, year ended December 31, 2011 | - |
| - |
| - |
| (19,031) | (19,031) |
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2011 | 40,969,007 | $ | 40,969 | $ | 7,102,194 | $ | (7,240,212) | (97,049) |
See accompanying notes to financial statements.
F-4
LightTouch Vein & Laser, Inc.
Statements of Cash Flows
|
| Years Ended December 31, | ||
|
| 2011 |
| 2010 |
|
|
|
|
|
|
|
|
|
|
| Cash flows from operating activities: |
|
|
|
| Net loss | $ (19,031) |
| $ (20,087) |
| Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
| Changes in operating assets and liabilities: |
|
|
|
| Increase (decrease) in accounts payable | 1,407 |
| 2,624 |
| Increase (decrease) in payable to stockholders and related party | 17,624 |
| 17,463 |
| Net Cash used in operating activities | - |
| - |
|
|
|
|
|
| Net Cash Provided by Investing Activities | - |
| - |
|
|
|
|
|
| Net Cash Provided by Financing Activities | - |
| - |
|
|
|
|
|
| Net change in cash | - |
| - |
| Cash, beginning of period | - |
| - |
| Cash, end of period | - |
| $ - |
|
|
|
|
|
| Supplemental disclosure of cash flow information: |
|
|
|
| Cash paid during the period for: |
|
|
|
| Income taxes | $ - |
| $ - |
| Interest | $ - |
| $ - |
|
|
|
|
|
| Non-Cash Financing Activity: |
|
|
|
| Debt-related party converted to equity | $ - |
| $ 25,000 |
See accompanying notes to financial statements.
F-5
LightTouch Vein & Laser, Inc.
Notes to Financial Statements
December 31, 2011
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 $97,049 as of December 31, 2011. 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 $89,762, which includes accrued interest, is due them as of December 31, 2011. 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.
At December 31, 2011, the Company has a net operating loss carry forward of approximately $118,000 that expires if unused through 2031. A deferred tax asset in the amount of $17,700 is fully offset by a valuation allowance in the same amount. The change in the valuation allowance was $2,850 and $2,880 for the years ended December 31, 2011 and 2010, respectively. 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 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.
F-6
LightTouch Vein & Laser, Inc.
Notes to Financial Statements (continued)
December 31, 2011
Note 1: Summary of Significant Accounting Policies (continued)
The Company has no tax positions at December 31, 2011 and 2010 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, 2011 and 2010, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2011 and 2010.
Recently Enacted Accounting Standards
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.
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 have occurred, but no assurance thereof can be given. (See Note 4: Contingent Liabilities)
During the year ended December 31, 2010, the sole officer of the Company converted a note in the amount of $25,000 into 25,000,000 shares of common stock of the Company. The stock was valued at $0.001 per share which approximated market value.
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 18% 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 18% 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 $89,762 and $72,138 at December 31, 2011 and 2010, respectively. Accrued interest included in these amounts is $21,549 and $16,508 at December 31, 2011 and 2010, respectively. During the year ended December 31, 2010, $25,000 in principal was converted into common stock.
F-7
LightTouch Vein & Laser, Inc.
Notes to Financial Statements (continued)
December 31, 2011
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
The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure.
F-8