GROW SOLUTIONS HOLDINGS, INC. - Annual Report: 2014 (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, 2014

[   ] 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.)

      4492 South Enclave Vista Lane, Holiday, 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  [  ]

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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, 2014, the last business day of the registration’s most recently completed second fiscal quarter, was $0.30 giving the shares held by non-affiliates a market value of $50,668.50.  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 March 2, 2015, the registrant had 418,895 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 has been seeking an acquisition or merger with an operating entity and has received loans from an officer.  On February 16, 2015, the Company entered into an Acquisition Agreement and Plan of Merger (the “Agreement’) with Grow Solutions, Inc., a Delaware corporation (“Grow Solutions”) and LightTouch Vein & Laser Acquisition Corporation, a wholly owned subsidiary of the Company (“LightTouch Acquisition”).  Under the terms of the Agreement, Grow Solutions will merge with LightTouch Acquisition and become a wholly owned subsidiary of the Company.  Grow Solutions’ shareholders and certain creditors of the Company (as described below) will receive up to fifty five million shares (55,000,000) of the Company’s common stock (the “Issuance Amount”) in exchange for all of the issued and outstanding shares of Grow Solutions.  Following the closing of the Agreement, Grow Solutions’ business will be the primary focus of the Company and Grow Solutions management will assume control of the management of the Company with the current director of the Company resigning upon closing of the Agreement. In accordance with the terms of the Agreement, closing shall occur upon the earlier of 60 days from February 16, 2015, or the completion of Grow Solutions audit of its financial statements.

Additionally, on February 16, 2015, the Company issued a convertible promissory note to Grow Solutions in the principal amount of one hundred fifty thousand dollars ($150,000) (the “Grow Note”).  The principal and interest of the Grow Note is convertible into 7,500,000 shares of the Company’s common stock.  The Company also issued convertible promissory notes to lenders and creditors of the Company in the principal amount of thirty three thousand dollars ($33,000) in the aggregate (the “Creditor Notes” and together with the Grow Note, the “Notes”), convertible into 1,650,000 shares of common stock of the Company.  All shares of common stock of the Company issued under the Notes shall be included in the Issuance Amount. Proceeds from the Notes were used to pay outstanding obligations of the Company including funds owed to the sole officer and director who had been funding the Company’s operation through various loans.  In addition to the Agreement being executed between the Company, Grow Solutions and LightTouch Acquisition, the majority shareholder agreed to sell his ownership interest in the Company which consisted of 250,000 shares of the Company’s common stock for a purchase price of one hundred thousand dollars ($100,000).  The shares represented approximately 61% of the Company’s issued and outstanding shares.  There can be no assurance the transaction with Grow Solutions will close and even if the transaction closes, the new entity will be able to have a profitable operation.

If the proposed transaction with Grow Solutions does not proceed, the Company will look for other merger or acquisition opportunities.  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

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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.

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.

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 March 2, 2015, the ask price was $0.98.  On July 8, 2013, the Company completed a one (1) for one hundred (100) reverse split of the issued and outstanding shares.  All numbers after July 8, 2013 reflect the reverse split of the shares.

Quarter Ended

High Bid

Low Bid

December 2014

$0.69

$0.26

September 2014

$0.30

$0.26

June 2014

$0.30

$0.26

March 2014

$0.55

$0.26

December 2013

$0.55

$0.26

September 2013

$1.90

$0.26

June 2013

$0.02

$0.01

March 2013

$0.02

$0.01

December 2012

$0.02

$0.01

September 2012

$0.02

$0.01

June 2012

$0.02

$0.01

March 2012

$0.02

$0.01

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Holders – At March 2, 2015, 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 2014 or 2013.  We had a net loss of $25,772 for the year ended December 31, 2014.  At December 31, 2013, we had cash and cash equivalents of $0 and a negative working capital of $174,532.

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.

STATEMENT OF OPERATIONS DATA:

	For the Year Ended December 31, 2014	For the Year Ended December 31, 2013
Revenues	$                             0	$                             0
General and Administrative Expenses	16,264	16,672
Net Loss	25,772	26,611
Basic Income (Loss) per Share	(0.06)	(0.06)
Diluted Income (Loss) per Share	(0.06)	(0.06)
Weighted Average Number of Shares Outstanding	418,895	418,895
Weighted Average Number of Fully Diluted Shares Outstanding	418,895	418,895
BALANCE SHEET DATA:
	December 31, 2014	December 31, 2013
Total Current Assets	$                             0	$                             0
Total Assets	0	0
Total Current Liabilities	174,532	148,760
Working Capital	(174,532)	(148,760)
Stockholders’ Equity (Deficit)	(174,532)	(148,760)

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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.

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 250,000 post-reverse split shares of common stock of the Company.

Risks associated with the plan of operations:

The Company does not have any revenue producing activities whereby it can meet these financial requirements. On December 31, 2014, the Company’s debts were $174,532 with no assets. There can be no assurance that the Company will receive any benefits from the efforts of management to locate business opportunities or that the proposed transaction with Grow Solutions will be consummated.

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.  Even if the Company completes the merger with Grow Solutions, there is no assurance the new business will produce revenue or become profitable.  Consequently, even though the Company may be successful in acquiring a business opportunity such as Grow Solutions, 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 including the proposed Grow Solutions’ transaction, 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

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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.

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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2014, the Company had no assets and liabilities of $174,532 compared to no assets and liabilities of $148,760 in December 31, 2013.  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.  

For the twelve months ended December 31, 2014, the Company had $16,264 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, 2014, the Company had a net loss of $25,772 compared to a net loss of $26,611 for the year ended December 31, 2013.  

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. If the Grow Solution’s transaction is not consummated, the Company will continue to look for other 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.  

On February 16, 2015, the Company issued a convertible promissory note to Grow Solutions in the principal amount of one hundred fifty thousand dollars ($150,000) (the “Grow Note”).  The principal and interest of the Grow Note is convertible into 7,500,000 shares of the Company’s common stock.  The Company also issued convertible promissory notes to lenders and creditors of the Company in the principal amount of thirty three thousand dollars ($33,000) in the aggregate (the “Creditor Notes” and together with the Grow Note, the “Notes”), convertible into 1,650,000 shares of common stock of the Company.  All shares of common stock of the Company issued under the Notes shall be included in the Issuance Amount. Proceeds from the Notes were used to pay outstanding obligations of the Company including funds owed to the sole officer and director who had been funding the Company’s operation through various loans.  

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.

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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 that acts as the Principal Executive and Principal Financial Officer, 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.

 

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 that acts as both Principal Executive and Principal Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2014.  Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 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, 2014, our internal control over financial reporting was effective.  

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 rules of the Security and Exchange Commission that permit the Company to provide only management’s report in this annual report.

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Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting that occurred during the last 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

 55

President, Secretary, Treasurer,

Director

2006

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

Ed Bailey, president and director, has been the President of Maven Strategic Partners, a business consulting firm for the past nine years with a focus on real estate and real estate financing as well as on line ecommerce companies.  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

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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, 2014, the end of the Company's last completed fiscal year):

Summary Compensation Table

Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended December 31, 2014, 2013, and 2012.

Bonuses and Deferred Compensation – None

Compensation Pursuant to Plans – None

Pension Table – None

 

Other Compensation – None

Compensation of Directors – None

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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 March 2, 2015, 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 418,895 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

Grow Solutions, Inc.

250,000

59.68%

Common

Colin Heard

  21,855

 5.22%

11375 Brittany Woods

Cincinnati, Ohio 45249

Name of Officer, Director

Amount and Nature of

Title of Class

and Nominee

Beneficial Ownership (1)

Percent of Class

Common

Ed Bailey

              -0-

-0-

Common

All Officers and Directors

as a Group           -0-

                -0-

________________

(1)

Grow Solutions has entered into a convertible promissory note with the Company in the amount of $150,000.  Under the terms of the note, it may be converted into 7,500,000 shares of the Company’s common stock.  The note may not be converted, at any one time, into more than 4.9% of the Company’s issued and outstanding shares of Common Stock unless a change of control occurs or a fundamental transaction which would include a merger, reorganization or asset sale.  Additionally, under the terms of the agreement with Grow Solutions, if the proposed merger is consummated, the shareholders of Grow Solutions will receive up to 55,000,000 shares of the Company’s common stock making the principal shareholders of Grow Solutions the major shareholders of the Company.

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. All of the notes with the sole officer and director were later consolidated and in February 2015 paid in full.  On February 16, 2015, the Company issued a convertible promissory note to Grow Solutions in the principal amount of one hundred fifty thousand dollars ($150,000) (the “Grow Note”).  The principal and interest of the Grow Note is convertible into 7,500,000 shares of the Company’s common stock.  The Company also issued convertible promissory notes to lenders and creditors of the Company in the principal amount of thirty three thousand dollars ($33,000) in the aggregate (the “Creditor Notes” and together with the Grow Note, the “Notes”), convertible into 1,650,000 shares of common stock of the

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Company.  All shares of common stock of the Company issued under the Notes shall be included in the Issuance Amount. Proceeds from the Notes were used to pay outstanding obligations of the Company including funds owed to the sole officer and director who had been funding the Company’s operation through various loans.

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-Qs 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 2014 and $9,000 for 2013.

(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 2014 and $0 for 2013.

(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 2014 and $0 for 2013.

(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 2014 and $0 for 2013.

(5) The Company does not have an audit committee

(6) Not Applicable

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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

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

Exhibit

Reference

Number

Number

Title of Document

Location

10.01

10

Form of Convertible Promissory Note

-Grow Solutions

Incorporated by reference*

10.02

10

Form of Acquisition Agreement and

Plan of Merger dated February 16, 2015

Incorporated by reference*

10.03

10

Form of Convertible Promissory Note

Incorporated by reference*

31.01

31

CEO certification Pursuant to 18 USC

Section 1350, as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

This Filing

31.02

31

CFO certification Pursuant to 18 USC

Section 1350, as adopted pursuant to

Section 302 of Sarbanes-Oxley Act of 2002

This Filing

32.01

32

CEO Certification pursuant to Section 906

This Filing

32.02

32

CFO Certification pursuant to Section 906

This Filing

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 Form 8-K filed with the Commission on February 19, 2015.

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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:  March 26, 2015

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:  March 26, 2015

By: /s/ Ed Bailey

Ed Bailey, Director, Principal Executive and Principal Financial Officer

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Russell E. Anderson, CPA

Russ Bradshaw, CPA

William R. Denney, CPA

Kristofer Heaton, CPA

 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, 2014 and 2013, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2014 and 2013.  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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, 2014 and 2013, and the results of its operations, and its cash flows for the years ended December 31, 2014 and 2013, 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/Anderson Bradshaw PLLC

Salt Lake City, Utah

March 25, 2015

F-1

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LightTouch Vein & Laser, Inc.

Balance Sheets

	December 31,
	2014		2013
Assets:
Current assets	$                              -		$                              -
Total Assets	$                              -		$                              -
Liabilities and Stockholders' Deficit:
Current liabilities:
Accounts payable	$                    25,793		$                    33,195
Payable to stockholders	148,739		115,565
Total Liabilities	174,532		148,760
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, 418,895 shares issued   and outstanding	419		419
Additional Paid-in capital	7,142,744		7,142,744
Retained deficit	(7,317,695)		(7,291,923)
Total Stockholders' Deficit	(174,532)		(148,760)
Total Liabilities and Stockholders' Deficit	$                           -		$                           -

See accompanying notes to financial statements.

F-2

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LightTouch Vein & Laser, Inc.

Statements of Operations

	Years Ended December 31,
	2014		2013
Revenue	$                      -		$                      -
Operating expenses:
General and Administrative Expenses	16,264		16,672
Total operating expenses	16,264		16,672
Loss from operations	(16,264)		(16,672)
Other Income (Expenses):
Other income	3,728		-
Interest expense – related party	(13,236)		(9,939)
Total Other Expense	(9,508)		(9,939)
Net (Loss)	$            (25,772)		$            (26,611)
Net (Loss) per common share	$                (0.06)		$                (0.06)
Weighted number of common shares outstanding	418,895		418,895

See accompanying notes to financial statements.

F-3

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LightTouch Vein & Laser, Inc.

Statements of Changes in Stockholders’ Deficit