SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) March 31, 2000

                          LIGHTTOUCH VEIN & LASER, INC.
             (Exact name of registrant as specified in its charter)


           Nevada                         0-29301               87-0575118
(State or other jurisdiction of        (Commission             (IRS Employer
       incorporation)                  File Number)          Identification No.)



                  10663 Montgomery Road, Cincinnati, Ohio 45242
               (Address of principal executive offices) (Zip Code)

                                 (513) 891-8346
               Registrant's telephone number, including area code

                                 Not Applicable
          (Former name or former address, if changed since last report)












Exhibit index on consecutive page 2






Item 1.  Changes in Control of Registrant

         Not Applicable.

Item 2.  Acquisition or Disposition of Assets

         On March 31, 2000, the registrant consummated the acquisition of assets
         pursuant  to the terms of an Asset  Purchase  Agreement  with Harley F.
         Freiberger,  M.D., dba the Charleston  Dermatology and Cosmetic Surgery
         Center.  The  registrant  proposes to use the purchased  assets and the
         services of Dr.  Freiberger in its center located in Charleston,  South
         Carolina,  known as  LightTouch  Vein & Laser of South  Carolina,  Inc.
         ("LightTouch-South Carolina").

         The  purchase  price  of the  assets  was  $700,000  in the  form  of a
         promissory  note  and  the  assumption  of  approximately   $90,000  in
         liabilities.  The note and the assumed  liabilities  are expected to be
         paid from cash flow  generated by the  operations  of  LightTouch-South
         Carolina.

Item 3.  Bankruptcy or Receivership

         Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant

         Not Applicable.

Item 5.  Other Events

         Not Applicable.

Item 6.  Resignations of Registrant's Directors

         Not Applicable.

Item 7.  Financial Statements and Exhibits

         (a)      Financial statements of businesses acquired:  To be filed by
                  amendment

         (b)      Pro forma financial information:  To be filed by amendment

         (c)      Exhibits:



Regulation                                                                         Consecutive
S-K Number            Document                                                     Page Number
                                                                             

        2.1           Asset Purchase Agreement dated March 29, 2000                          4

       10.1           Promissory Note dated March 29, 2000                                  23

       10.2           National Medical Director Agreement with Harley                       28
                      F. Freiberger, M.D. dated March 29, 2000


                                        2


       10.3           South Carolina Medical Director And Administra                        42
                      tive Services Agreement dated March 29, 2000


Item 8.  Change in Fiscal Year

         Not applicable.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                LIGHTTOUCH VEIN & LASER, INC.



May 8,  2000                                    By:/s/ GREGORY F. MARTINI
                                                   -----------------------------
                                                   Gregory F. Martini, President


                                        3