LIGHTTOUCH VEIN & LASER INC
8-K, 2000-04-14
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 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

<PAGE>

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:

<TABLE>

REGULATION                                                                      CONSECUTIVE
S-K NUMBER           DOCUMENT                                                   PAGE NUMBER
<CAPTION>
       <S>           <C>                                                        <C>

        2.1          Asset Purchase Agreement dated March 29, 2000*<F1>
       10.1          Promissory Note dated March 29, 2000*<F1>
       10.2          National Medical Director Agreement with Harley
                     F. Freiberger, M.D. dated March 29, 2000*<F1>


                                                2

<PAGE>

       10.3          South Carolina Medical Director And Administra-
                     tive Services Agreement dated March 29, 2000*<F1>
- -----------
<FN>

<F1>*To be filed by amendment
</FN>
</TABLE>

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.



April 13, 2000                   By:/s/ Gregory F. Martini
                                    --------------------------------------
                                       Gregory F. Martini, President



                                        3

<PAGE>


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