~~Table~~UNITED ~~of Contents~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND EXCHANGE COMMISSION~~ D.C. 20549

~~Washington,~~FORM ~~D.C. 20549~~ 10-Q

~~FORM~~x ~~10-Q~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~QUARTERLY~~the ~~REPORT~~Quarterly ~~PURSUANT~~Period TOEnded: ~~SECTION~~March 28, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2009

~~For~~¨ ~~the~~TRANSITION ~~Quarterly~~REPORT ~~Period~~PURSUANT ~~Ended:~~TO ~~March 29,~~SECTION ~~2008~~13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~Transition ~~PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934~~Period from to

~~For~~Commission ~~the~~File ~~Transition Period from to~~Number: 1-11064

~~Commission~~BSML, ~~File Number: 1-11064~~ INC.

~~BSML,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


UTAH		87-0410364
(State or other jurisdiction of incorporation or organization)		(IRS employer identification no.)

UTAH		87-0410364
7777 Glades Road, Suite 100 Boca Raton, Florida		33434
(State or other jurisdiction of incorporation or organization)		(IRS employer identification no.)
(Address of principal executive offices)		(Zip Code)

301 Yamato Road Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

(561) 988-9046

(~~561)~~Issuer’s ~~988-9046~~telephone number, including area code)

~~(Issuer’s~~Former ~~telephone number, including area code)~~ name:

(Former name~~: BriteSmile~~, ~~Inc.~~former address and former fiscal year, if changed since last report)

~~(Former~~301 ~~name,~~Yamato ~~former address and former fiscal year~~Road, ifBoca ~~changed since last report)~~ Raton, 33431

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 preceding 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~~checkmark ~~mark~~whether if the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon its ~~accelerated~~corporate ~~filer~~Website, aif ~~non-accelerated filer~~any, orevery aInterative ~~smaller~~Data ~~reporting~~file ~~company.~~required ~~See~~to ~~the~~be submitted ~~definitions~~and posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated~~S-T ~~filer,” “accelerated~~during ~~filer,”~~the ~~and~~preceding 12 ~~“smaller~~months ~~reporting~~(or ~~company”~~such inshorter ~~Rule~~time ~~12b-2 of~~that the ~~Exchange~~registrant ~~Act.~~was required to submit and post such files) . Yes x No ¨

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check ¨mark ~~Accelerated~~if ~~Filer~~the ¨registrant is ~~Non~~a large accelerated filer, an accelerated filer, a non-accelerated ~~Filer~~filer, ¨or a ~~Smaller~~smaller ~~Reporting~~reporting ~~Company~~company. xSee the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~Filer ~~registrant~~¨ isNon-accelerated aFiler ~~shell~~¨ ~~company~~Smaller ~~(as~~Reporting ~~defined~~Company ~~in Rule 12b-2 of the Exchange Act). Yes ¨ No~~ x

~~BSML,~~Indicate ~~Inc.~~by ~~had~~check ~~12,443,713~~mark ~~shares~~whether ofthe registrant ~~common~~is ~~stock~~a ~~outstanding~~shell atcompany ~~March 31,~~(as ~~2008.~~defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~Table~~BSML, Inc. had 14,401,042 shares of common ~~Contents~~stock outstanding at March 28, 2009.

BSML, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements ~~(Unaudited)~~	3
	Condensed Consolidated Balance Sheets as of March 29, 2008 and December 29, 2007	3
	Condensed Consolidated Balance Sheets (unaudited) as of March 28, 2009, and December 27, 2008	3
	Condensed Consolidated Statements of Operations for the 13 weeks ended March 29, 2008 and March 31, 2007	4
	Condensed Consolidated Statements of Operations (unaudited) for the 13 weeks period ended March 28, 2009, and March 29, 2008	4
	Condensed Consolidated Statements of Cash Flows for the 13 weeks ended March 29, 2008 and March 31, 2007	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the 13 week period ended March 28, 2009, and March 29, 2008	5
	Notes to Condensed Consolidated Financial Statements	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1011
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1213
Item 4.	Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1415
Item 1A.	Risk Factors	1415
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	20
Item 3.	Defaults upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	20
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	20
Item 5.	Other Information	19
Item 6.	Exhibits	21
Item 6.	Exhibits	20

2Item 7. Unregistered Sales of Equity Securities and Use of Proceeds 21

~~Table of Contents~~2

~~PART~~ITEM I—1. FINANCIAL ~~INFORMATION~~ STATEMENTS

~~ITEM~~BSML, 1INC. ~~FINANCIAL STATEMENTS~~

~~BSML,~~CONDENSED ~~INC.~~CONSOLIDATED BALANCE SHEETS

~~CONDENSED~~($ ~~CONSOLIDATED~~in ~~BALANCE~~thousands, ~~SHEETS~~except share data)

($ in thousands, except share data)


	March 28, 2009			December 27, 2008
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	25		$	187
Trade accounts receivable, net		289			573
Inventories		1099			863
Investments, restricted		60			108
Prepaid expenses and other current assets		653			365

Total current assets		2,126			2,096

Property and equipment, net		2,489			2,142
Deposits		757			755
Loan commitment fee		670			—
Deposit pending acquisition		425			—
Inventory related to asset acquisition		473			21

Total assets	$	6,940		$	5,014

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,716		$	3,175
Accrued liabilities		2,883			2,621
Related party advance		165			—
Accrual for center closures		25			25
Prepaid and gift certificate liability		287			456
Deferred revenue		850			922

Total current liabilities		8,926			7,199

Long term liabilities:
Deferred revenue		180			205
Loan payable		670			—
Other long term liabilities		197			253

Total long term liabilities		1,047			458

Total liabilities		9,973			7,657

Shareholders’ deficit:
Common stock, $0.001 par value, 50,000,000 shares authorized and 14,401,042 and 12,332,544 shares issued and outstanding at March 28, 2009, and December 27, 2008, respectively		42			40


Additional paid-in capital		175,826			175,620
Accumulated deficit		(178,901	)		(178,303	)

Total shareholders’ deficit		(3,033	)		(2,643	)

Total liabilities and shareholders’ deficit	$	6,940		$	5,014

	March 29,2008			December 29,2007
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,685		$	3,512
Trade accounts receivable		717			241
Inventories		742			753
Investments, restricted as to use		—			2,288
Prepaid expenses and other current assets		498			370
Total current assets		3,642			7,164
Property and equipment, net		2,917			3,036
Investments, restricted as to use		200			290
Deposits		856			899
Other assets		39			19
Total assets	$	7,654		$	11,408
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,965		$	1,555
Accrued liabilities		3,267			4,970
Accrual for Center closures		108			129
Prepaid and gift certificate liability		946			1,721
Deferred revenue		2,324			2,746
Total current liabilities		8,610			11,121
Long term liabilities:
Accrual for Center closures		202			202
Deferred revenue		—			585
Other long term liabilities		550			632
Total long term liabilities		752			1,419
Total liabilities		9,362			12,540
Shareholders’ (deficit):
Common stock, $0.001 par value, 50,000,000 shares authorized and 12,443,713 shares issued and outstanding at March 29, 2008 and December 29, 2007		39			39
Preferred stock, no par value, 5,000,000 shares authorized, none outstanding at March 29, 2008 and December 29, 2007
Additional paid-in capital		175,452			175,452
Accumulated deficit		(177,199	)		(176,623	)
Total shareholders’ (deficit)		(1,708	)		(1,132	)
Total liabilities and shareholders’ equity (deficit)	$	7654		$	11,408

See notes to condensed consolidated financial statements.

~~See notes to condensed consolidated financial statements.~~ 3

3 BSML, INC.

~~Table~~CONDENSED ofCONSOLIDATED ~~Contents~~STATEMENTS OF OPERATIONS

~~BSML, INC.~~ (unaudited)

~~CONDENSED~~($ ~~CONSOLIDATED~~in ~~STATEMENTS~~thousands, OFexcept ~~OPERATIONS~~ share data)

(unaudited)


		13 Weeks Ended March 28, 2009				13 Weeks Ended March 29, 2008
Revenues		$	4,170			$	5,409
Operating costs and expenses:
Operating and occupancy costs			3,480				4,001
Selling, general and administrative expenses			775				1,746
Stock compensation expense			260				20
Depreciation and amortization			252				344

Total operating costs and expenses			4,767				6,111

Loss from operations	)		(597	)			(702	)
Other income/(expense), net			(1)				126

Loss from operations before income tax provision	)		(598	)			(576)	)
Income tax provision			—				—

Net loss from operations	)		(598	)			(576)	)
Net loss attributable to common shareholders	)	$	(598	)		$	(576	)

Basic and diluted loss per common share	)	$	(.04	)	$		(.05	)


Shares used in computing loss per common share, basic and diluted			14,401,0421				12,332,544

($See innotes ~~thousands,~~to ~~except~~condensed consolidated ~~share~~financial ~~data)~~ statements.

	13 Weeks EndedMarch 29, 2008			13 Weeks EndedMarch 31, 2007
Revenues	$	5,409		$	7,161
Operating costs and expenses:
Operating and occupancy costs		4,001			3,644
Selling, general and administrative expenses		1,766			3,666
Depreciation and amortization		344			362
Total operating costs and expenses		6,111			7,672
Loss from operations		(702	)		(511	)
Other income/(expense), net		126			141
Loss from continuing operations before income tax provision		(576	)		(370	)
Income tax provision		—			18
Net (loss) attributable to common shareholders		(576	)		(388	)
Basic net (loss) per common share	$	(0.05	)	$	(0.04	)
Diluted net (loss) per common share	$	(0.05	)	$	(0.04	)
Shares used in computing net (loss) per common share, basic		12,443,713			10,717,614
Shares used in computing net (loss) per common share, diluted		12,443,713			10,717,614

~~See notes to condensed consolidated financial statements~~BSML, INC.

4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Table of Contents~~Unaudited

~~BSML~~($ in thousands, ~~INC.~~except share data)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	13 Weeks Ended March 28, 2009			13 Weeks Ended March 29, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(598	)	$	(576	)
Adjustments to reconcile to net cash provided by (used in) operating activities:
Depreciation and amortization		252			334
Stock compensation expense		260			22
Changes in assets and liabilities:
Trade accounts receivable		284			(476	)
Inventories		(236	)		11
Prepaid expenses and other		(288	)		(128	)
Other assets and deposits					23
Accounts payable		1706			410
Accrued liabilities		45			(1,725	)
Gift certificate and prepaid appointment deferred revenue		(169	)		(775	)
Store closure accrual		0			(21	)
Deferred revenue		(151	)		(1,007	)
Other long term liabilities		(56	)		(82	)

Net cash provided by (used in) operating activities		1,049			(3,990	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used for acquisition		(500	)
Purchase of equipment		(45	)		(215	)
Other assets and deposits		(879	)		—
Related party advance		165			—
Investments, restricted as to use		48			2,378

Net cash provided by (used in) investing activities		(1,376	)		2,163

CASH FLOWS FROM FINANCING ACTIVITIES:
Related party advance		165			—
Net cash provided from financing activities		165			—
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(162	)		(1,827	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		187			3,512

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	25		$	1,685

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—

Cash paid for income taxes	$	—		$	—


SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINACINING ACTIVITIES
Loan Commitment fee		670
ASSET ACQUISITION:
Fair value of assets acquired		554
Fair value of liabilities acquired		(54	)
Cash paid for assets		500
		0
Non cash Issuance of Common Stock to Management		208

~~Unaudited~~See notes to condensed consolidated financial statements.

~~($ in thousands, except share data)~~ 5

	13 Weeks EndedMarch 29, 2008			13 Weeks EndedMarch 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(576	)	$	(388	)
Adjustments to reconcile to net cash provided by (used in) operating activities:
Depreciation and amortization		334			362
Stock compensation expense		22			231
Changes in assets and liabilities:
Trade accounts receivable		(476	)		(232	)
Inventories		11			189
Prepaid expenses and other		(128	)		(30	)
Other assets and deposits		23			(11	)
Accounts payable		410			(483	)
Accrued liabilities		(1,725	)		(581	)
Gift certificate and prepaid appointment deferred revenue		(775	)		(319	)
Store closure accrual		(21	)		(28	)
Deferred revenue		(1,007	)		36
Other long term liabilities		(82	)		51
Net cash provided by (used in) operating activities		(3,990	)		(1,305	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(215	)		—
Investments, restricted as to use		2,378			39
Net cash provided by investing activities		2,163			39
NET (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,827	)		(1,266	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		3,512			4,734
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	1,685		$	3,468
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	308

BSML, INC. AND SUBSIDIARIES

~~See~~NOTES ~~notes~~TO toCONDENSED ~~condensed~~CONSOLIDATED FINANCIAL ~~consolidated financial statements.~~ STATEMENTS

5 (Unaudited)

~~Table~~1. ofCritical ~~Contents~~Accounting Policies and Estimates

~~BSML,~~Description ~~INC.~~of ~~AND~~Business ~~SUBSIDIARIES~~and Basis of Presentation

~~NOTES~~The TOaccompanying ~~CONDENSED~~condensed consolidatedfinancial ~~CONSOLIDATED~~statements ~~FINANCIAL~~for ~~STATEMENTS~~the interim periods are unaudited and include the accounts of BSML and its subsidiaries, which are collectively referred to as “we,” “us,” “our,” “BSML,” or the “Company.” The accompanying unaudited condensedconsolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by US generally accepted accounting principles for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 27, 2008 (“fiscal 2008”). All significant intercompany transactions have been eliminated. BSML, Inc. is a Utah corporation formerly known as BriteSmile, Inc. The Company and its affiliates develop, distribute, market and sell advanced teeth whitening technology along with other aesthetic services in our med spa operations, products, systems and services. The Company’s operations include the development of technologically advanced teeth whitening and other aesthetic services in our med spa operations processes that are distributed in professional salon settings known as BriteSmile BriteSkin Centers (“Centers”).

~~(Unaudited)~~Going Concern

To date, the Company has yet to achieve profitability. The Company had an accumulated deficit of $178,901,000 and working capital deficiency of $6,749,000 as of March 28, 2009. The Company’s net loss and net cash generated by operating activities were $(598,000) and $1,409,000, respectively, for the thirteen weeks ended March 28, 2009. ~~Description~~At March 28, 2009, the Company had $25,000 in unrestricted cash and cash equivalents. The Company’s principal sources of ~~Business~~liquidity historically have been proceeds from issuance of common stock and ~~Basis~~debt and related financial instruments. The Company is not certain if its cash will be sufficient to maintain operations of ~~Presentation~~the continuing company at least through the next year due to the uncertainty of the Company’s ability to generate positive cash flow from the Centers business operations. Additional financing of $2,500,000 to expand the Company’s core operations has been completed and revenues from additional spa operations (See business combination note 3) should help the Company to build a positive cash flow.

~~Description~~The financial statements reflect a going concern basis of ~~Business~~accounting. The Company cannot currently provide assurance that it can become profitable. If it cannot become profitable, and ~~Basis~~without additional financing, which may be impossible to secure, the Company may not have sufficient liquidity to support its operating requirements through 2009. Accordingly, BSML management believes that these factors raise substantial doubt as to whether the going concern basis of ~~Presentation~~accounting reflected in these financial statements continues to be appropriate. Our liquidity projections may improve or deteriorate depending on these changing conditions. The accompanying financial statements do not include any adjustments that may be necessary if the Company unable to continue as a going concern.

~~The~~Recent ~~accompanying financial statements for the interim periods are unaudited and include the accounts of BSML and its subsidiaries, which are collectively referred to as “we,” “us,” “our,”~~Accounting “BSML,” or the “Company.” The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q for interim financial reporting pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by US generally accepted accounting principles for complete financial statements. Therefore, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 (“fiscal 2007”). All significant intercompany transactions have been eliminated. BSML, Inc. is a Utah corporation formerly known as BriteSmile, Inc. The Company and its affiliates develop, distribute, market and sell advanced teeth whitening technology, products, systems and services. The Company’s operations include the development of technologically advanced teeth whitening processes that are distributed in professional salon settings known as BriteSmile Professional Teeth Whitening Centers (“Centers”). Pronouncements

~~Going~~In April ~~Concern~~2009, the FASB issued FASB Staff Position No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, (“FSP FAS 107-1”). FSP FAS 107-1 amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 will be effective for interim reporting periods ending after June 15, 2009. The adoption of FSP FAS 107-1 is not expected to have any impact on the Company’s results of operations, financial position or liquidity.

ToIn December ~~date~~2007, the ~~Company~~Financial ~~has~~Accounting ~~yet~~Standards toBoard ~~achieve~~(“FASB”) ~~profitability~~issued SFAS No. 141 ~~The~~(Revised ~~Company~~2007), ~~has~~“Business anCombinations” ~~accumulated deficit~~(“SFAS of141R”). ~~$177~~Under SFAS 141R,~~199,000~~ ~~and~~an acquiring ~~working~~entity ~~capital~~is ~~deficiency~~required ofto ~~$4,968,000~~recognize asall ofthe ~~March 29,~~assets ~~2008.~~acquired ~~The~~and liabilities ~~Company’s~~assumed ~~net~~in ~~loss~~a ~~and~~transaction ~~net~~at ~~cash~~the ~~used~~acquisition bydate ~~operating~~fair ~~activities~~value ~~were~~with limited ~~$576,000~~exceptions. ~~and~~SFAS ~~$3,990,000,~~141R ~~respectively,~~changes the accounting treatment for ~~the~~certain specific ~~thirteen~~acquisition-related ~~weeks~~items ~~ended~~including: expensing acquisition-related ~~March 29~~costs as incurred, ~~2008.~~valuing Atnon-controlling ~~March 29,~~interests ~~2008,~~at fair value at the acquisition ~~Company~~date ~~had~~and ~~$1,685,000~~expensing inrestructuring ~~unrestricted~~costs ~~cash~~associated ~~and~~with ~~cash~~an ~~equivalents~~acquired business. ~~The~~SFAS ~~Company’s~~141R ~~principal~~also ~~sources~~requires ofacquisition-related ~~liquidity~~costs ~~historically~~be ~~have~~recorded ~~been~~as expenses ~~proceeds~~in ~~from~~the ~~issuance~~periods ofin ~~common~~which ~~stock~~the ~~and~~costs ~~debt~~are incurred and ~~related financial~~the ~~instruments,~~services ~~and~~are received. ~~more~~Acquisition-related ~~recently,~~costs ~~from~~are costs the ~~sale~~acquirer ofincurs ~~its~~to ~~Associated~~effect ~~Centers~~ a business combination. ~~The~~Those ~~Company~~costs isinclude ~~not~~finder’s ~~certain~~fees; ifadvisory, ~~its~~legal, accounting, ~~cash~~valuation, ~~will~~and beother ~~sufficient~~professional toor ~~maintain~~consulting ~~operations~~fees; ofgeneral administrative ~~the~~costs, ~~continuing~~including ~~company~~the atcosts ~~least~~of ~~through~~maintaining ~~the~~an ~~next~~internal acquisitions ~~year~~department; ~~due~~and tocosts ~~the uncertainty~~ of ~~the~~registering ~~Company’s~~and ~~ability~~issuing todebt ~~generate~~and ~~positive~~equity securities. ~~cash~~The ~~flow~~Company ~~from~~adopted ~~the~~FAS ~~Centers~~141R ~~business~~effective ~~operations.~~January 1, 2009.

~~The~~In April ~~financial~~2009, ~~statements~~the FASB issued three related Staff Positions (FSP): (i) FSP 157-4, ~~reflect~~Determining aFair ~~going~~Value ~~concern~~When the ~~basis~~Volume and Level of ~~accounting.~~Activity ~~The~~for ~~Company~~the ~~cannot~~Asset ~~currently~~or ~~provide~~Liability ~~assurance~~have ~~that~~Significantly Decreased itand ~~can~~Identifying ~~become~~Transactions ~~profitable.~~That IfAre itNot ~~cannot~~Orderly ~~become~~(FSP ~~profitable~~157-4), (ii) FSP Statement of Financial Accounting Standard (SFAS) 115-2 and ~~without~~SFAS ~~additional~~124-2, Recognition ~~financing~~and Presentation of Other-Than-Temporary Impairments, ~~which~~(FSP ~~may~~SFAS be115-2 ~~impossible~~and toSFAS ~~secure~~124-2) , ~~the~~and ~~Company~~(iii) ~~may~~FSP ~~not~~SFAS 107-1 ~~have~~and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value ~~sufficient~~of ~~liquidity~~Financial toInstruments ~~support~~, ~~its~~(FSP ~~operating~~SFAS ~~requirements~~107 ~~through~~and ~~2008~~APB 28-1), each of which will be effective for interim and annual periods ending after June 15, 2009. ~~Accordingly~~FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS 157 Fair Value Measurements , ~~BSML~~in the ~~management~~current ~~believes~~economic environment and reemphasizes that ~~these~~the ~~factors~~objective ~~raise~~of ~~substantial~~a ~~doubt~~fair value asmeasurement remains the determination of an exit price. If we were to conclude ~~whether~~that there has been a significant decrease in the ~~going~~volume ~~concern~~and ~~basis~~level of activity ~~accounting~~of ~~reflected~~the asset or liability in ~~these~~relation ~~financial~~to ~~statements~~normal market activities, ~~continues~~quoted tomarket values may not be ~~appropriate.~~representative ~~Our~~of ~~liquidity~~fair ~~projections~~value and we may ~~improve~~conclude that a change in valuation technique or ~~deteriorate~~the ~~depending~~use onof ~~these~~multiple ~~changing~~valuation ~~conditions~~techniques may be appropriate. ~~The~~FSP ~~accompanying~~SFAS ~~financial~~115-2 ~~statements~~and doSFAS ~~not~~124-2 ~~include~~modify ~~any~~the ~~adjustments~~requirements ~~that~~for recognizing ~~may~~other-than-temporarily beimpaired ~~necessary~~debt ifsecurities and revise the existing ~~Company~~impairment ~~unable~~model tofor ~~continue~~such assecurities by modifying the current intent and ability indicator in determining whether a ~~going~~debt ~~concern~~security is other-than-temporarily impaired. FSP SFAS 107 and APB 28-1 enhance the disclosure of instruments under the scope of SFAS 157 for both interim and annual periods. We are currently evaluating the potential impact of these Staff Positions.

~~Recent~~In April 2009, the FASB issued FSP No. 141R-1 Accounting ~~Pronouncements~~for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (FSP 141R-1). FSP 141R-1 amends the provisions in FASB Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. FSP 141R-1 eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in evaluating the impact of SFAS 141(R).

InFrom ~~September~~time ~~2006~~to time, ~~the~~new ~~Financial~~accounting pronouncements ~~Accounting~~are ~~Standards~~issued ~~Board~~by (“FASB”) ~~issued~~that ~~SFAS~~are ~~No. 157,~~adopted ~~“Fair~~by ~~Value”~~the ~~(“SFAS~~Company ~~157”).~~as ~~SFAS~~of ~~157 provides guidance for using fair value to measure assets~~the ~~and~~specified ~~liabilities~~effective date. ~~The~~Unless ~~standard~~otherwise ~~expands required disclosures about the extent to which companies measure assets and liabilities at fair value~~discussed, the ~~information~~Company ~~used~~believes ~~to measure fair value, and~~ that the ~~effect~~impact of ~~fair~~recently ~~value~~issued ~~measurements~~standards, onwhich ~~earnings.~~are ~~SFAS~~not ~~157 is~~yet effective ~~for fiscal years beginning after November 15~~, ~~2007.~~will ~~The Company adopted SFAS 157 which did~~ not have ana material impact on ~~our~~the Company’s consolidated financial statements. upon adoption

~~In December 2007, the FASB issued SFAS No~~2. ~~141(R),~~ ~~“Business~~New Combinations,” “SFAS 141(R)”, a replacement of SFAS No. 141, “Business Combinations.” The provisions of SFAS 141(R) establish principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling Financing

6On March 27, 2009, BSML, Inc. (the “Company”), entered into a Credit Agreement (the “Credit Agreement”) between the Company, in its capacity as borrower, and a third-party lender (the “Lender”). The Credit Agreement provides for a four-year, asset-based, revolving credit facility under which up to two million five hundred thousand dollars ($2,500,000) will be available. All assets of the Company are collateralized under this credit agreement and personally guaranteed by the Chief Executive Officer of the company, Jeff Nourse. Pursuant to the Credit Agreement, the Lender made initial term loans (the “Loans”) to the Company, to be advanced to the Company in four installments, additionally there is a loan commitment fee of $670,000. The loan matures on March 27, 2013, and bears interest at a rate of ten percent (10%) per annum effective rate 10.35%, compounded monthly and payable quarterly beginning on August 1, 2009. The proceeds of the loan will be used for working capital and other general corporate purposes. The first advance of $500,000 against this agreement was made on March 30, 2009. The loan is subject to various loan covenants.

~~Table~~3. ~~of Contents~~Business Combination

~~interest~~The ~~acquired~~company ~~and~~has ~~the~~entered ~~goodwill~~into ~~acquired. SFAS 141(R) also establishes disclosure requirements which will enable users to evaluate the nature and~~two ~~financial~~separate ~~effects~~asset ofacquisitions. aOne ~~business~~was ~~combination,~~completed ~~and~~in ~~applies to business combinations for which~~ the ~~acquisition~~first ~~date~~quarter ~~is on or after December 15, 2008,~~ and described ~~may not be early adopted~~below. The ~~effect~~second ofasset ~~SFAS~~acquisition ~~141(R)~~was oncompleted in the ~~Company will be dependent upon any~~second ~~business~~quarter ~~combination~~and ~~activity~~is described in the ~~future.~~subsequent events note.

InOn ~~December~~January ~~2007~~27, 2009, the ~~FASB~~Company acquired ~~issued~~the ~~SFAS~~assets ~~No.~~of ~~160,~~seven ~~“Non-controlling~~med ~~Interests~~spas inowned by John Street Holding under the ~~Consolidated~~Pure ~~Financial~~Med ~~Statements—~~Spa anname. ~~amendment~~As a result of ~~ARB~~the ~~No. 51”~~acquisition ~~(“SFAS~~the ~~No. 160).~~Company ~~SFAS~~expanded Noits services to include aesthetic services. ~~160~~ ~~changes~~The company has entered into an agreement to purchase the ~~accounting~~remaining ~~and~~spas ~~reporting~~owned ~~for~~by ~~minority~~Pure. ~~interests,~~Refer ~~which~~to ~~will~~subsequent events befor ~~recharacterized~~more asdetails. ~~non-controlling~~The ~~interests~~purchase price was $500,000 and ~~classified~~ asthe aassumption ~~component~~of some of ~~equity~~the spa liabilities. ~~SFAS~~The Noleases on the property have not been rejected nor have they been accepted. ~~160~~ isThe ~~effective~~property ~~for~~leases usare being negotiated and currently are on a ~~prospective~~month to month basis, ~~for~~Therefore, ~~business~~no ~~combinations~~liability ~~with~~has anbeen recorded ~~acquisition~~as of the purchase date. The ~~beginning~~fair invalue of the ~~first~~assets acquired ~~quarter~~is an average of ~~2009~~approximately $80,000 per spa as of the date of this report. The company intends to have an asset valuation done to determine to fair value for the assets acquired.

InThe ~~March~~following ~~2008,~~table ~~the~~summarizes ~~FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” (“SFAS No. 161”). SFAS No. 161 amends and expands~~ the ~~disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 161 requires qualitative disclosures about objectives~~ ~~and~~consideration ~~strategies~~paid for ~~using~~the ~~derivatives,~~seven ~~quantitative~~med disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will not affect our financial condition and results of operations, but may require additional disclosures if we enter into derivative and hedging activities. spas:

~~From time to time~~Cash $500, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. 000

2.Fair ~~Stock~~Value ~~Based~~of ~~Compensation~~ total consideration $500,000

~~Effective~~Acquisition ~~January 1,~~costs ~~2006, we adopted FAS 123~~(~~R),~~included ~~which requires that compensation cost relating to share-based payment transactions be recognized~~ in ~~our financial statements. We have adopted FAS 123(R) on a modified~~ ~~prospective basis~~G&A) $52, which requires that compensation cost relating to all new awards and to awards modified, repurchased, or cancelled be recognized in our financial statements beginning January 1, 2006. Additionally, compensation cost for the portion of awards for which the requisite vesting period has not been completed that are outstanding as of January 1, 2006 will be recognized as the requisite vesting is rendered on or after January 1, 2006. The pro forma disclosures previously permitted under SFAS No. 123, “Accounting for Stock-Based Compensation,” are no longer an alternative to financial statement recognition. 000

InRecognized ~~January~~amounts ~~1997, the Company adopted the 1997 Stock Option and Incentive Plan (the “1997 Plan”). Under the terms~~ of ~~the 1997 Plan, as amended to date, and as approved by the Company’s shareholders,~~identifiable 1assets $554,~~900,~~000 of the Company’s common stock shares are available for issuance. Options may be granted at exercise prices of no less than the fair market value on the date of the grant, as determined by the Board of Directors and quoted market prices. Options generally vest over a two to five-year period and have a maximum term of ten years. No further options can be issued as the 1997 Plan expired in January 2007.

~~For~~(Property ~~the~~Plant ~~13-week period ended March 29, 2008,~~ and ~~March 31, 2007, the Company recognized stock-compensation costs of approximately $21,900 and~~ $231,000, respectively. Of the $231,000 recognized in the 13-week period ended March 31, 2007, approximately $140,000 had been previously accrued as an expense related to an expected legal settlement; this amount was reclassified to stock-compensation expense in the first quarter of 2007 matching the period of final settlement and issuance of shares. The Company recognized no tax benefit related to these share-based arrangements as we have been in a loss position historically and have a full valuation allowance against our tax benefits. Equipment)

~~Based~~Financial ~~on current assumptions, currently outstanding option grants and~~Liabilities ~~restricted common shares expected to vest and become unrestricted in the future~~Assumed (54, ~~the remaining value as stock-compensation cost in the future is approximately $38,~~000. )

7(prepaid Customer Services to be preformed

~~Table~~ at cost of ~~Contents~~services to be provided)

~~The following table represents stock option activity for the 13 week period ended March 29~~Total $500, ~~2008:~~ 000

	Number ofShares	WeightedAverageExercisePrice		Weighted AverageRemainingContractual Term	AggregateIntrinisicValue
					(In thousands)
Options outstanding at December 29, 2007	101,750	$	2.15	7.66	—
Granted	261,000		0.40	10	—
Exercised	—		—	—	—
Cancelled	—		—	—	—
Options outstanding at March 29, 2008	362,850		0.89	9.3 years	—
Vested or expected to vest at March 29, 2008	188,750		1.34	3.4 years	—
Exercisable at March 29, 2008	188,750		—	3.0 years	—

Revenues since acquisition date $786,000

~~The~~Management ~~Company~~anticipates ~~made~~that ~~stock-based~~a ~~compensation awards to employees and directors in 2008. which~~valuation ~~accounts~~of ~~for~~ the ~~Company’s~~assets ~~stock-based~~acquired ~~compensation~~will ~~expense~~be ~~for~~performed ~~2008.~~in ~~The Company’s stock-based compensation expense for~~ the ~~thirteen~~second ~~weeks~~quarter. ~~ended~~It ~~March 31, 2007~~ is ~~entirely due to employee stock and stock-based awards made prior to~~expected ~~the~~that ~~beginning~~this ~~our~~valuation ~~the~~will ~~Company’s~~be ~~fiscal~~in ~~2007~~excess ~~year,~~of 40$554,000. ~~options~~Management ~~awarded~~feels tothat ~~directors~~the purchase ~~and~~of tothe anseven ~~immediately~~spas ~~vested~~was ~~stock~~at ~~award~~a ~~made~~bargain topurchase ~~a non-employee~~price. ~~For~~The ~~options granted in the thirteen-week periods ended March 29, 2008, and~~purchase ~~March 31,~~allocation ~~2007,~~is ~~respectively,~~pending the ~~Company~~completion ~~used the Black-Scholes option pricing model to estimate the fair value~~ of ~~employee~~an ~~stock-based~~independent ~~awards~~valuation ~~with~~and ~~the following assumptions:~~ could change.

	13 Weeks EndedMarch 29, 2008		13 Weeks EndedMarch 31, 2007
Risk-free interest rate	1.65	%	4.61	%
Expected life of options (yrs)	2.00		2.66
Expected volatility	112.00	%	121.00	%
Expected dividends	—		—
Forfeiture rate	30.00	%	10.00	%

In a second transaction, on April 1, 2009 the Company acquired the assets of 20 Pure locations. As part of the acquisition the Company acquired the

~~The~~ owned assets ~~assumptions above are based on multiple factors, including historical exercise patterns~~ of ~~employees.~~ ~~We used historical data to estimate~~ the ~~options’~~Pure ~~expected~~Med ~~term, which represents the period of time that options granted are expected to be outstanding. Volatility is also based on historical run-rate. Since we have never paid dividends~~ Spa and doassumed ~~not~~a ~~anticipate~~limited ~~paying~~amount ~~any dividends at least through the expected life~~ of ~~our stock options outstanding, we use an expected dividend yield of zero when calculating the fair value of stock options. The risk-free interest rate for~~ ~~periods~~liabilities ~~within~~as ~~the~~a ~~contractual~~result ~~life~~ of the ~~option was based on the U~~transaction.~~S. Treasury yield curve.~~

8On February 10, 2009, BSML, Inc. (the “Company”), and its wholly owned subsidiary, Pure Acquisition Co., Inc., a Delaware corporation (“Pure Acquisition”), entered into an Asset Purchase Agreement (the “APA”) to purchase certain assets of Pure Laser Hair Removal & Treatment Clinics, Inc., a Delaware corporation (“Pure”), John Street Holdings, LLC, a Delaware limited liability company (“JSH”), and certain subsidiaries of Pure and JSH (collectively, the “Subsidiaries,” and together with Pure and JSH, the “Sellers”). Pure and JSH were under the jurisdiction of the bankruptcy court. This agreement was subject to the approval of the bankruptcy court. The final closing conditions of the APA have been met, and the APA and related transactions closed as of April 1, 2009, the transaction will be accounted for in the Company’s second quarter. As a result of this agreement we settled outstanding litigation with Pure Med Spa. We have estimated that no liability is allocated to the settlement as counter claims against Pure were also dropped.

~~Table~~Pursuant to the terms and subject to the conditions set forth in the APA, Pure Acquisition agreed to purchase substantially all of ~~Contents~~the assets of the Sellers (the “Purchased Assets”) for a purchase price of: (i) Two Hundred Thousand Dollars ($200,000) (the “Cash Payment”); (ii) an unsecured promissory note in favor of Investment Partnership (2006) L.P. (“IP 2006”) in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (the “Note”); (iii) the Company’s agreement for the twelve month period immediately following the closing of the purchase of the Purchased Assets, that IP 2006 can acquire the same type of equity securities offered by the Company in one or more offerings for a price per share equal to the price paid by third party investors up to a maximum of $2,500,000 (the “Investment Participation Agreement”); (iv) a twelve month warrant in favor of IP 2006 with the rights to purchase up to $2,500,000 (or such lesser amount as is available after IP 2006’s exercise of rights under the Investment Participation Agreement) of common stock of the Company (the “Warrant”); and (v) assumption of $500,000 note payable, (vi) a note payable to Business Development Bank of Canada (BDC) for $519,000 and certain liabilities (the “Assumed Liabilities”) of the Sellers. A law suit has been filed by W Korner, the former CEO of Pure, no reserve has been calculated regarding these proceedings. We are unable to estimate, the fair value components for disclosure purposes at this time because we cannot estimate the consideration given without a valuation to determine the acquisition date fair value of the consideration transferred and asset value received. The Company plans to obtain an independent valuation of the transaction to determine the fair value of the components of the agreement to complete the the purchase price allocation .

3We are required to comply with the disclosure requirements as set forth in Business Combination Guidance. ~~Loss~~We ~~Per~~are ~~Common~~required ~~Share~~to disclose the consideration transferred at the acquisition date fair value for each of the major transaction classes discussed above.

~~Basic~~ An investment ~~net~~participation ~~loss~~agreement ~~per~~was ~~share~~included iswith ~~calculated~~the aspurchase ~~net~~of ~~loss~~Pure ~~divided~~Med Spas, bywith ~~the~~Investment ~~weighted-average~~IP ~~number~~2006. As part of ~~common~~this ~~shares~~agreement ~~outstanding.~~warrants ~~For~~may ~~the~~be ~~13-week~~issued. These ~~period~~warrants ~~ended~~if ~~March 29,~~exercised ~~2008,~~would ~~there~~give ~~were~~IP no2006 ~~stock~~a ~~options~~significant ~~included~~portion inof the ~~calculation~~outstanding ofshares. ~~diluted~~The ~~net~~investment ~~income~~participation ~~per~~agreement ~~share,~~includes anti-dilution asprovisions. ~~their~~The ~~effect~~investment ~~was~~participation ~~antidilutive.~~rights ~~Stock~~may ~~options~~have ~~and~~value ~~warrants~~in excess ~~totaling~~of the ~~following~~value ~~number~~ of ~~shares~~the ~~have~~warrants. ~~been~~This ~~excluded~~value ~~from~~cannot be determined without a valuation. It will be considered in the ~~calculation~~assessment of ~~net~~valuation ~~loss~~of ~~per~~all ~~share~~the components ~~for~~of the ~~following~~asset ~~periods~~acquisition. inThe ~~this~~value ~~report, as~~of ~~their~~the ~~effect~~warrants ishas ~~anti-dilutive:~~been calculated as $902,305.

	March 29, 2008	March 31, 2007
Potentially dilutive securities:
Options	188,750	492,113
Warrants	354,551	354,551
Total	543,301	846,664

Using the Black Scholes method. We feel that this formula gives an inordinate value of the issued or to be issued securities and will need a valuation or these equity items. (Based on guidance on business combinations SFAS 141(R) the Company has one year to finalize the valuation.

4Guidance on Business Combinations requires that a fair value estimate of assets acquired be presented in a pro forma presentation with the acquiring Company. ~~Legal~~From ~~Proceedings~~a review of the records provided by Pure med Spas, this presentation is impractical. Meaningful numbers of the Pure Operations are not available and would be impractical to recreate because of the following limitations.

The Company is the subject of certain legal actions. Management believes that as of March 29, 2008 there are no material actions and it has accrued the appropriate amount of liability for actions against the Company. However, the litigation and other claims are subject to inherent uncertainties and it is possible that future results of operations for any particular quarterly or annual period could be materially affected by changes in management’s assumptions and the effectiveness of BSML’s strategies related to these legal actions. :

5.· ~~Product~~No ~~line~~financial ~~revenues~~statements were created between June 1, 2008 and the filing of bankruptcy in Jan 2009;

· The ~~Company~~year ~~operates~~ended inon ~~one~~June ~~business segment~~30, ~~products and procedures to whiten teeth. Components of the Company’s revenue for the thirteen-week periods ended March 29,~~ 2008, and ~~March 31,~~was ~~2007,~~never ~~respectively, are as follows (in thousands):~~ closed;

	Thirteen weeks ended
	March 29, 2008		March 31, 2007
Center whitening fees, net	$	3,055	$	4,651
Product and other revenue		2,354		2,510
Total	$	5,409	$	7,161

·	The financial staff was furloughed in December 2008 and January 2009;

6.· ~~Commitments~~The ~~and~~fixed ~~contingencies~~asset reports provided, included leased assets as owned;

~~The~~· ~~following~~No ~~table~~attempt ~~sets~~was ~~forth~~made ~~Company’s~~to ~~future~~close ~~minimum~~the ~~payments~~January ~~due~~2009 ~~under operating leases, consulting agreements and office equipment service agreements:~~ period.

	Payments Due by Period (in thousands)
Contractual Obligations	Total		Remaining 2008(Nine Months)		2008-2009		2010-2011		2012 andThereafter
Operating leases	$	6,239	$	2,443	$	3,218	$	246	$	332
Consulting and office equipment service contracts		66		33		28		5		—
Total	$	6,305	$	2,476	$	3,246	$	251	$	332

The only records that exist are the reports filed with the bankruptcy court for the months of February and March 2009. These records are completely based on a cash basis reporting of the operations.

7.We believe that ~~Significant~~the ~~Customer~~accounting information provided by Pure is unreliable and therefore cannot be used in presentation of any pro forma or comparable financial presentations.

~~The~~A fair ~~Company~~value ~~has~~valuation ~~one~~will ~~customer,~~be ~~the~~conducted ~~QVC~~for ~~Network,~~the ~~which~~Pure ~~comprised~~locations ~~more~~to ~~than~~properly ~~10%~~book the oftransaction ~~the~~to ~~company’s~~be ~~revenues~~included ~~for~~in the ~~three~~second ~~months~~quarter ~~ended March 31, 2007, as follows (in thousands):~~ filing.

	13 Weeks EndedMarch 29, 2008		13 Weeks EndedMarch 31, 2007
QVC Network revenue	$	1,165	$	799
Other revenue		4,244	$	6,362
Total Revenue	$	5,409	$	7,161

~~Note 8~~4. ~~Subsequent Event~~ Stock Based Compensation

~~Subsequent~~Effective toJanuary 1, ~~the quarter~~2006, ~~the~~we adopted ~~Company’s~~FAS 123(R), ~~then~~which ~~Chief~~requires ~~Executive~~that ~~Officer~~compensation ~~resigned~~cost asrelating anto share-based ~~officer~~payment ~~and~~transactions ~~member~~be ofrecognized ~~the~~in ~~board~~our offinancial ~~directors~~statements. ~~The~~We have ~~executive~~adopted ~~entered~~FAS 123(R) ~~into~~on ana ~~agreement~~modified ~~whereby~~prospective hebasis, ~~would~~which ~~receive~~requires that ~~his~~compensation ~~accrued~~cost ~~but unpaid~~relating ~~compensation~~to all new awards and ~~severance~~to ~~over~~awards amodified, repurchased, ~~twelve~~and ~~month~~forfeited/cancelled ~~period~~be recognized in our financial statements beginning 60January 1, ~~days~~2006. ~~from~~Additionally, ~~the~~compensation ~~date~~cost for the portion of ~~his~~awards ~~resignation.~~for ~~Accordingly,~~which the ~~Company~~requisite ~~named~~vesting aperiod ~~new~~has ~~Chief~~not ~~Executive~~been ~~and~~completed ~~Chairman~~that are outstanding as of January 1, 2006 will be recognized as the ~~Board~~requisite vesting is rendered on or after January 1, 2006. The pro forma disclosures previously permitted under SFAS No. 123, “Accounting for Stock-Based Compensation,” are no longer an alternative to financial statement recognition.

9In January 1997, the Company adopted the 1997 Stock Option and Incentive Plan (the “1997 Plan”). Under the terms of the 1997 Plan, as amended to date, and as approved by the Company’s shareholders, 1,900,000 of the Company’s common stock shares are available for issuance. Options may be granted at exercise prices of no less than the fair market value on the date of the grant, as determined by the Board of Directors and quoted market prices. Options generally vest over a two to five-year period and have a maximum term of ten years. No further options can be issued as the 1997 Plan expired in January 2007.

~~Table~~ On December 28, 2008, we issued 2,068,498 shares of ~~Contents~~common stock to Jeffery Nourse in lieu of salary. This transaction was fully accrued as of December 27, 2008. The issuance of these shares was recorded for the period ended March, 28, 2009. An additional 1,737,500 shares are to be issued to Jeff Nourse for a value of $260,000 in June of 2009, amounts of this issuance have been properly accrued in the 1st quarter.

~~ITEM~~ Based on 2.current ~~MANAGEMENT’S~~assumptions, ~~DISCUSSION~~there ~~AND~~are ~~ANALYSIS~~no OFoutstanding ~~FINANCIAL~~option ~~CONDITION~~grants ~~AND~~and ~~RESULTS~~restricted common OFshares ~~OPERATIONS~~expect to vest and become unrestricted in the future, the remaining value as common stock-compensation cost in the future is expected to be $0.

~~Overview~~ .

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On this basis, the Company evaluates its estimates, including those related to customer programs and incentives, bad debts, inventories, income taxes, warranty obligations, financing operations, restructuring, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 7

~~BSML,~~The ~~Inc.,~~following ~~and~~table ~~its~~represents ~~affiliates, market and sell~~stock ~~advanced~~option ~~teeth~~activity ~~whitening~~for ~~products~~the ~~and~~13-week ~~services.~~period ~~Unless~~ended ~~specified~~March ~~to the contrary herein~~28, references to BSML or to the Company refer to the Company and its subsidiaries on a consolidated basis. The Company’s operations include the development of technologically advanced teeth whitening processes that are distributed in professional salon settings known as BriteSmile Professional Teeth Whitening Centers (“Centers”). 2009:

The Company’s products and services are ultimately directed to consumers in the global marketplace for aesthetic enhancement. As such, general economic factors that affect consumer confidence and spending also affect the Company. The primary source of revenue for the Company is from consumers who are seeking to whiten their teeth using the most advanced technology available. This technology is offered through the Company’s 16 Centers in the U.S. The Company promotes demand for its products and services by advertising directly to the consumer, while also offering a range of whitening and post-whitening maintenance retail products that generate additional revenue.


	Number of Shares	Weighted Average Exercise Price

Options outstanding at December 27, 2008	75,000	$	2.15
Granted
Exercised	—		—
Canceled or Expired	75,000		2.15
Options outstanding at March 28, 2009	0
Vested or expected to vest at March 28, 2009	0
Exercisable at March 28, 2009	0		—

Management of the Company focuses on optimizing the productivity of the existing Center locations, both in terms of the number of procedures performed per system and retail product revenue per procedure or venue5. ~~The~~Income/Loss ~~marketing~~Per ~~initiatives of the Company are usually constructed and monitored in such a way that management can determine~~Common ~~their impact on revenue generation.~~ Share

InBasic ~~addition,~~net ~~management~~income/loss ~~seeks~~per toshare ~~leverage~~is calculated aas ~~cost~~net ~~base~~income/loss ~~that~~divided ~~includes,~~by ~~among~~the ~~other~~weighted-average ~~items,~~number of common shares outstanding. Stock options and warrants totaling the ~~cost~~following number of ~~materials~~shares ~~for~~have been excluded from the ~~procedures~~calculation ~~and~~of ~~retail~~net ~~products,~~loss ~~property~~per ~~and~~share ~~lease~~for ~~expenses,~~the following ~~employee~~periods ~~salaries~~in ~~and~~this ~~marketing~~report, ~~expenses.~~as their effect is anti-dilutive:

Critical Accounting Policies And Estimates


Potentially dilutive securities:	March 28, 2009	March 29, 2008
Options	—	188,750
Warrants	—	354,551

Total	—	543,301

~~The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions~~6. ~~The~~Product ~~Company believes that the following critical accounting policies require significant management judgments, estimates and assumptions in the preparation~~Line ~~of the consolidated financial statements.~~ Revenues

~~Revenue~~The ~~Recognition~~Company operates in one business segment, products and procedures for the aestetics. Components of the Company’s revenue for the thirteen week periods ended March 28, 2009, and March 29, 2008, respectively, are as follows (in thousands):

The Company recognizes revenue related to retail products at the time such products are shipped to customers and procedure revenues at the time the procedure is performed. Revenue is reported net of sales tax, discounts and allowances. In the third quarter of 2004, the Company introduced its SmileForever program. Under this program, Center customers may, for an additional fee, receive a limited number of touch-up procedures over a specified term, typically one to two-years. The revenue associated with this program is deferred and recognized over the contractual term. Additionally, in cases where SmileForever revenue is bundled with procedure revenue and / or revenue from retail product sales, revenue is allocated to SmileForever using the fair values of the components of the bundle per


	Thirteen weeks ended
	March 28, 2009		March 29, 2008
Center whitening and aesthetic proceedures	$	3,389	$	3,055
Product and other revenue		781		2,354

Total	$	4,170	$	5,409

~~the requirements of EITF 00-21 and any revenue so allocated is then deferred and recognized over the contractual term~~7. ~~At March 29, 2008, and December 29, 2007, the deferred revenue balances associated with the SmileForever program were $2,324,000 and $3,331,000, respectively.~~ Litigation

A summary of legal matters settled or dismissed prior to March 28, 2009, is provided in the Company’s annual report on Form 10-K for the year ended December 27, 2008.

~~Table~~The Company is party to certain legal proceedings and claims in the ordinary course of ~~Contents~~business. There are no current pending legal activities that are expected to have a material adverse effect on the company’s financial position or results of operations. Current pending legal claims are as follows:

~~Inventories~~Andrew Rudnick & Sleek, Inc., v. BSML, Inc., Circuit Court, 17th Judicial Circuit, Broward County, Florida, Case No. 08 30137. On June 30, 2008, Andrew Rudnick, the Company’s former CEO, and Sleek, Inc. a company controlled by Rudnick (the “Rudnick Plaintiffs”) filed suit against the Company alleging breach of an Amended and Restated Support Services Agreement and breach of a Separation and Release of Claims Agreement and fraud in the inducement relating to both agreements. The Rudnick Plaintiffs subsequently amended the complaint to allege conversion and to seek specific performance and permanent injunctive relief against the Company. The Company intends to defend itself vigorously against the allegations of the amended complaint and to assert various counter claims against the Rudnick Plaintiffs. The Company recorded an expense and charge to paid in capital for the fair value of 1,240,000 shares to be issued to Sleek, Inc., an entity controlled by Mr. Rudnick, the former CEO of the Company, as of December 29, 2007, because the notification of the transfer agent to issue the shares was considered ministerial. However, due to delays, resulting from a dispute between the Company and Mr. Rudnick during the first and second quarters of 2008, the Company determined during the second quarter of 2008 that it no longer had an obligation to issue the shares. Accordingly, the number of common shares outstanding was reduced by 1,240,000 as of June 30, 2008.

~~Inventories~~William ~~are~~Korner ~~stated~~and J3 atEvolution, ~~the~~LLC ~~lower~~vs. ofBSML, ~~average~~Inc. ~~cost~~and orPure ~~market~~Acquisition Company, Inc., ~~The~~Superior ~~Company~~Court ~~writes~~of ~~down~~Fulton ~~its~~County ~~inventory~~State of ~~for~~Georgia, ~~estimated~~Civil ~~obsolescence~~Action orNo. ~~unmarketable~~2009CV168916. On ~~inventory~~May ~~equal~~11, to2009, William Korner and J3 Evolution, LLC (the ~~difference~~“Korner Plantiffs”) ~~between~~filed suit against the ~~cost~~Company alleging default of ~~inventory~~note, ~~and~~breach ~~the~~of contract and ~~estimated~~trespass. The ~~market~~Korner ~~value~~Plaintiffs ~~based~~also ~~upon~~filed ~~assumptions~~suit ~~about~~to ~~future~~foreclose ~~demand~~a lien and ~~market~~a ~~conditions,~~petition asfor ~~well~~temporary asrestraining ~~for~~order ~~damaged~~prohibiting ~~goods~~the Company from disposing certain assets. . The IfCompany ~~market~~denies ~~conditions~~the allegations ~~are~~of ~~less~~the ~~favorable~~complaint ~~than~~and ~~those~~intends ~~projected~~to bydefend ~~management,~~itself ~~additional~~vigorously ~~inventory~~against ~~write-downs~~the allegations ~~may~~of bethe ~~required.~~complaint and to assert various counterclaims against the Korner Plaintiffs.

~~Sales~~The ~~Tax~~litigation ~~Liability~~and other claims noted in this report are subject to inherent uncertainties and it is possible that future results of operations for any particular quarterly or annual period could be materially affected by changes in management’s assumptions and the effectiveness of the Company’s strategies related to these legal actions.

Through the date of this report, certain states have issued initial assessments against the Company claiming insufficient remittance of sales taxes on revenues from past procedure sales to Associated Centers, which the Company is disputing8. ~~Based~~ ~~upon~~Subsequent the circumstances and the advice of its independent counsel and advisors, management has estimated and accrued approximately $1.2 million through March 29, 2008, for potential additional sales tax liability related to these assessments and related state sales tax matters. Events

~~The~~ On February ~~Company~~10, ~~may~~2009, ~~further~~BSML, ~~increase~~Inc. ~~its~~(the ~~tax~~“Company”), ~~reserve~~and inits ~~2008~~wholly inowned ~~response~~subsidiary, Pure toAcquisition ~~tax~~Co., ~~assessments received~~Inc., toa ~~date.~~Delaware ~~The~~corporation ~~Company~~(“Pure ~~intends~~Acquisition”), toentered into ~~vigorously~~an ~~challenge~~Asset ~~the~~Purchase ~~imposition~~Agreement of(the ~~these~~“APA”) ~~tax~~to ~~assessments,~~purchase ~~and~~certain ~~believes~~assets itof ~~has~~Pure Laser ~~substantial~~Hair ~~grounds~~Removal ~~for~~& ~~its~~Treatment ~~position.~~Clinics, ~~Nonetheless~~Inc., ~~the~~a ~~Company~~Delaware ~~may~~corporation (“Pure”), ~~attempt~~John toStreet ~~negotiate~~Holdings, LLC, a ~~resolution~~Delaware oflimited ~~such~~liability ~~assessments~~company (“JSH”), and ~~may~~ ~~also~~certain ~~initiate~~subsidiaries ~~discussions~~of ~~with~~Pure ~~some~~and ~~other~~JSH ~~states~~(collectively, ~~that~~the “Subsidiaries,” ~~have~~and ~~not~~together ~~asserted~~with ~~additional~~Pure ~~assessments~~and ~~against~~JSH, the ~~Company~~“Sellers”). Pure and AnJSH ~~unfavorable~~were ~~outcome~~under ~~with~~the ~~respect~~jurisdiction toof ~~some~~the orbankruptcy ~~all~~court. This agreement ofwas ~~these~~subject ~~tax~~to ~~assessments~~the ~~discussions~~approval ~~could~~of ~~have~~the abankruptcy ~~material~~court. ~~adverse~~The ~~affect~~final onclosing conditions of the ~~Company’s~~APA ~~financial~~have ~~position~~been met, and ~~results~~the ofAPA ~~operations,~~ and norelated ~~assurance~~transactions ~~can~~closed as beof ~~given~~April ~~that~~1, ~~these~~2009, ~~tax~~the ~~matters~~transaction will be ~~resolved~~accounted for in the Company’s second ~~favor~~quarter. inAs ~~view~~a result of ~~the~~this ~~inherent~~agreement ~~uncertainties~~we ~~involved~~settled inoutstanding ~~tax proceedings. The Company~~litigation ~~believes~~with ~~that~~Pure itMed ~~has~~Spa. ~~provided~~We ~~adequate~~have ~~accruals~~estimated ~~for additional taxes and related interest expense~~ that ~~may~~no ~~ultimately~~liability ~~result~~is ~~from~~allocated ~~the~~to ~~assessments, and will re-evaluate~~ the settlement ~~adequacy~~as ofcounter ~~its~~claims ~~reserves~~against asPure ~~new~~were ~~information~~also ~~or circumstances warrant~~dropped.

~~Forward~~Pursuant to ~~Looking~~the ~~Statements~~terms and subject to the conditions set forth in the APA, Pure Acquisition agreed to purchase substantially all of the assets of the Sellers (the “Purchased Assets”) for a purchase price of: (i) Two Hundred Thousand Dollars ($200,000) (the “Cash Payment”); (ii) an unsecured promissory note in favor of Investment Partnership (2006) L.P. (“IP 2006”) in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000) (the “Note”); (iii) the Company’s agreement for the twelve month period immediately following the closing of the purchase of the Purchased Assets, that IP 2006 can acquire the same type of equity securities offered by the Company in one or more offerings for a price per share equal to the price paid by third party investors up to a maximum of $2,500,000 (the “Investment Participation Agreement”); (iv) a twelve month warrant in favor of IP 2006 with the rights to purchase up to $2,500,000 (or such lesser amount as is available after IP 2006’s exercise of rights under the Investment Participation Agreement) of common stock of the Company (the “Warrant”); and (v) assumption of $500,000 note payable, (vi) a note payable to Business Development Bank of Canada (BDC) for $519,000 and certain liabilities (the “Assumed Liabilities”) of the Sellers. A law suit has been filed by W Korner, the former CEO of Pure, no reserve has been calculated regarding these proceedings. We are unable to estimate, the fair value components for disclosure purposes at this time because we cannot estimate the consideration given without completion of a valuation to determine the acquisition date fair value of the consideration transferred and the asset value received. The Company plans to obtain an independent valuation of the transaction to determine the fair value of the components of the agreement to complete the purchase price allocation .

~~The~~We ~~statements contained in this Report that~~ are ~~not~~required purely historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements relate to ~~the~~comply ~~Company’s~~with ~~expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding~~ the ~~future.~~disclosure ~~They~~requirements ~~may be identified by the use of words or phrases such~~ as “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” and “potential,” among others. Forward-looking statements include, but are not limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the Company’s financial performance, revenue and expense levels in the future and the sufficiency of its existing assets to fund future operations and capital spending needs. Actual results could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The Company believes that many of the risks set forth ~~here and~~ in ~~the~~FAS141R. ~~Company’s~~We ~~filings~~are ~~with~~required ~~the~~to ~~SEC,~~disclose ~~is part of doing business in~~ the ~~industry~~consideration intransferred ~~which~~at the ~~Company operates and competes and will likely be present in all periods reported. The forward-looking statements contained in this Report are made as of the~~acquisition date offair ~~this~~value ~~Report,~~for ~~and~~each the Company disclaims any intention or obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect the business, financial condition, performance, development, and results of ~~operations of~~ the ~~Company~~major ~~include~~transaction ~~those~~classes ~~risks set forth under “Item 1A~~discussed above. ~~Risk Factors.”~~

11An investment participation agreement was included with the purchase of Pure Med Spas, with Investment IP 2006. As part of this agreement warrants may be issued. These warrants if exercised would give IP 2006 a significant portion of the outstanding shares. The investment participation agreement includes anti-dilution provisions. The investment participation rights may have value in excess of the value of the warrants. This value cannot be determined without a valuation. It will be considered in the assessment of valuation of all the components of the asset acquisition. The value of the warrants has been calculated as $902,305, using the Black Scholes method. We feel that this formula gives an inordinate value of the issued or to be issued securities and will need a valuation for these equity items. (Based on guidance on business combinations SFAS 141(R) the Company has one year to finalize the valuation.

~~Table~~Jeff Nourse was issued warrants for 12,000,000 shares at $0.125 cents per share in June 2009. The value of ~~Contents~~the warrants has been calculated as $1,338,000.

~~Results~~Using the Black Scholes method. We feel that this formula gives an inordinate value of the ~~Operations~~issued or to be issued securities and will need a valuation or these equity items. (Based on guidance on business combinations SFAS 141(R) the Company has one year to finalize the valuation.

~~The~~An additional ~~following~~1,737,500 shares are ~~explanations~~to ofbe ~~significant~~issued ~~changes~~to Jeff Nourse for ~~the~~a ~~13-week~~value ~~period~~of $260,000 ~~ended~~in ~~March 29~~June of 2009, ~~2008~~amounts ~~compared~~of tothis ~~the~~issuance ~~13-week~~have ~~period~~been ~~ended~~properly ~~March 31,~~accrued ~~2007:~~in the 1st quarter.

~~Total Revenues, Net declined 25%, to $5~~9.4 ~~million in our first quarter of 2008 compared to $7.2 million in the first quarter of 2007.~~Significant Whitening revenues declined to $3.1 million in the first quarter of 2008 compared to $4.7 million in the first quarter of 2007. This decrease reflects difficulties in attempting to change the whitening procedure from one performed by dentists for an hour period to one that is self administered over a shorter period of time. Subsequent to the quarter ended March 29, 2008, the Company returned to its original procedure utilizing dentists. In addition, the price for the shorter procedure was lower than that which was charged for the longer procedure. This was offset by an increase in revenue sold to QVC by $365 thousand and SmileForever revenue remained at approximately $0.8 million Customer

~~Operating~~The ~~and~~Company ~~occupancy~~has ~~costs~~one ~~grew 10%~~customer, tothe ~~$4.0~~QVC Network, ~~million~~which incomprised ~~the~~more ~~first~~than ~~quarter~~10% of ~~2008 from $3.6 million in~~ the ~~first~~company’s ~~quarter~~revenues offor ~~2007,~~the ~~reflecting~~thirteen ~~additional~~week ~~cost~~and ofthirteen ~~goods~~week ~~sold~~periods ~~relating~~ended March to28, ~~our~~2009, ~~higher retail~~ and March ~~QVC~~29, ~~network~~2008, ~~sales~~respectively, ~~while~~as ~~our~~follows ~~spa occupancy costs were nearly identical~~ (in ~~the two periods.~~ thousands):

Selling, General and Administrative expenses decreased to $1.8 million in the first quarter of 2008 from $3.7 million in the first quarter of 2007. This decrease was primarily due to our continued downsizing activities as well as a decrease in advertising and professional fees.


	13 Weeks Ended March 28, 2009		13 Weeks Ended March 29, 2008
QVC Network revenue	$	539	$	1,165
Other revenue		3,631	$	4,244

	$	4,170	$	5,409

~~Depreciation~~10. ~~and~~Related ~~Amortization expense~~Party ~~decreased to $344,000 in the first quarter of 2008 compared to $362,000 in the first quarter of 2007.~~ Transactions

~~Other~~ An ~~Income~~advance ~~and~~was ~~expense,~~made ~~net. For~~to the ~~thirteen-week~~Company ~~period~~by ~~ended March 29~~T. Pilaro, ~~2008~~a ~~and~~major ~~March 31~~shareholder, ~~2007~~for ~~other income~~$165,000. ~~net~~This ofadvance ~~expenses,~~is ~~was~~expected ~~$126,000~~to ~~and~~be ~~$141,000,~~repaid in ~~respectively,~~the ~~and~~second ~~was~~quarter ~~composed~~with ~~primarily~~10% ofannual interest ~~earned~~.

~~Liquidity~~ITEM ~~and~~2. ~~Capital~~MANAGEMENT’S ~~Resources~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~General~~ Overview

AtThe ~~March 29,~~Company’s ~~2008~~discussion ~~the~~and ~~Company~~analysis ~~had~~of its ~~$1.7~~financial ~~million~~condition inand ~~unrestricted~~results ~~cash.~~of ~~The~~operations ~~Company~~are ~~expects~~based ~~that~~upon ~~its~~the ~~principal~~Company’s condensed ~~uses~~consolidated offinancial ~~cash~~statements, ~~will~~which behave tobeen ~~provide~~prepared ~~working~~in ~~capital~~accordance towith ~~meet~~accounting ~~corporate~~principles ~~expenses~~generally ~~and~~accepted ~~satisfy~~in ~~outstanding~~the ~~liabilities~~United States of America. The ~~financial~~preparation ~~statements~~of ~~reflect~~these acondensed ~~going~~consolidated ~~concern~~financial ~~basis~~statements requires ~~of accounting. While~~ the Company ~~was able~~ to ~~pay~~make ~~its~~estimates ~~debts~~and asjudgments ofthat affect the ~~date~~reported amounts of ~~this~~assets, ~~Report~~liabilities, revenues and ~~had~~expenses, aand ~~plan~~related todisclosure ~~generate~~of ~~positive~~contingent ~~cash~~assets ~~flow~~and ~~from~~liabilities. ~~its~~On ~~Centers~~this ~~business operations~~basis, the Company ~~has~~evaluates ~~yet~~its estimates, toincluding ~~achieve~~those ~~profitability~~related ~~from~~to ~~operations~~customer programs and ~~may~~incentives, ~~require~~bad debts, ~~additional~~inventories, ~~funds~~income totaxes, ~~continue~~warranty toobligations, ~~operate~~financing operations, restructuring, contingencies and litigation. The Company’s ~~ongoing~~bases ~~operations~~its ~~may~~estimates beon historical ~~negatively~~experience ~~impacted~~and ifon itvarious ~~is unable~~other assumptions that are believed to ~~either~~be reasonable ~~generate~~under ~~internally~~the orcircumstances, ~~obtain~~the ~~such~~results ~~funds~~of ~~through~~which ~~new~~form ~~debt~~the orbasis ~~equity~~for making ~~issuance.~~judgments ~~There~~about ~~can~~the becarrying novalues ~~assurance~~of assets and liabilities that ~~such~~are not ~~funds~~readily ~~will~~apparent befrom ~~available~~other ~~and~~sources. ifActual ~~so,~~results atmay andiffer ~~acceptable~~from ~~cost.~~these estimates under different assumptions or conditions.

~~Sources~~BSML, Inc., and ~~Uses~~its affiliates market and sell aesthetic services and advanced teeth whitening products and services. Unless specified to the contrary herein, references to BSML or to the Company refer to the Company and its subsidiaries on a consolidated basis. The Company’s operations include the development of ~~Cash~~technologically advanced teeth whitening processes along with other aesthetic services in our med spa operations, which are distributed in professional salon settings known as BriteSmile Professional Teeth Whitening Centers (“Centers”).

InThe ~~2008,~~Company’s products and services are ultimately directed to consumers in the ~~Company~~global ~~used~~marketplace $4for aesthetic enhancement.0 ~~million~~As insuch, ~~cash~~general ineconomic ~~operating~~factors ~~activities~~that affect consumer confidence and spending also affect the Company. The ~~Company’s~~primary ~~net~~source ~~loss~~of revenue for the Company ~~first~~is ~~quarter~~from ofconsumers ~~2008~~who ~~was~~are ~~$0.6~~seeking ~~million.~~to ~~For~~whiten their teeth using the ~~quarter~~most advanced ~~ended~~technology ~~March 31,~~available. ~~2007~~This ~~changes~~technology is offered through the Company’s 23 Centers in ~~working~~the ~~capital~~U.S. ~~accounts~~The ~~and~~Company ~~other~~promotes ~~operating~~demand ~~assets~~for its products and services ~~liabilities~~by ~~used~~advertising $1directly to the consumer, while also offering a range of whitening and post-whitening maintenance retail products that generate additional revenue.3 ~~million~~The Company’s addition of seven med spas expand in ~~cash.~~our presence in the aesthetic enhancement market.

InManagement of the ~~quarter~~Company ~~ended~~focuses ~~March 29,~~on optimizing ~~2008,~~the productivity of the ~~Company’s~~existing ~~investing~~Center ~~activities~~locations ~~were~~and ~~related~~adding med spa procedures to expand our total overall product line and market presence, both in terms of the ~~release~~number of ~~previously~~procedures ~~restricted~~performed ~~cash~~per ~~balances~~system ofand $2retail product revenue per procedure or venue.4 ~~million~~The marketing initiatives of the Company are usually constructed and ~~capital~~monitored ~~expenditures~~in ofsuch ~~$0.2~~a ~~million.~~way that management can determine their impact on revenue generation.

~~ITEM~~In 3.addition, ~~QUALITATIVE~~management ~~AND~~seeks ~~QUANTITATIVE~~to leverage ~~DISCLOSURE~~a ~~ABOUT~~cost ~~MARKET~~base ~~RISK~~that includes, among other items, the cost of materials for the procedures and retail products, property and lease expenses, employee salaries and marketing expenses.

WeCritical Accounting ~~believe~~Policies ~~there~~And ~~has been no material change in the Company’s exposure to Market Risk from that discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007.~~ Estimates

12The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions. The Company believes that the following critical accounting policies require significant management judgments, estimates and assumptions in the preparation of the condensed consolidated financial statements.

~~Table~~Revenue ~~of Contents~~Recognition

~~ITEM~~The 4Company recognizes revenue related to retail products at the time such products are shipped to customers and procedure revenues at the time the procedure is performed. ~~CONTROLS~~Revenue ~~AND~~is ~~PROCEDURES~~reported net of discounts and allowances. In the third quarter of 2004, the Company introduced its SmileForever program. Under this program, Center customers may, for an additional fee, receive a limited number of touch-up procedures over a specified term, typically one to two-years. The revenue associated with this program is deferred and recognized over the contractual term. Additionally, in cases where SmileForever revenue is bundled with procedure revenue and / or revenue from retail product sales, revenue is allocated to SmileForever using the fair values of the components of the bundle per the requirements of EITF 00-21 and any revenue allocated is then deferred and recognized over the contractual term. At March 28, 2009, and December 27, 2008, the deferred revenue balances associated with the SmileForever program were $1,827,000 and $1,127,000, respectively. Revenue for the seven acquired spas included revenue at the cost to perform the services for all prepaid sales from the prior to the acquisition date.

~~Disclosure Controls and Procedures; Internal Control over Financial Reporting~~ Inventories

~~The~~Inventories ~~Company~~are ~~has~~stated ~~carried~~at ~~out an evaluation, under~~ the ~~supervision~~lower ~~and~~of average ~~with~~cost ~~the~~or ~~participation~~market. ofThe ~~our management,~~Company ~~including~~writes ~~our~~down ~~Chief~~its ~~Executive~~inventory ~~Officer~~for ~~and~~estimated obsolescence ~~Chief~~or ~~Financial~~unmarketable ~~Officer~~inventory ofequal to the ~~effectiveness~~difference ofbetween the ~~design and operation~~ cost of ~~our~~inventory ~~disclosure controls~~ and ~~procedures~~the asestimated ofmarket ~~March 29,~~value ~~2008,~~based ~~pursuant~~upon toassumptions ~~Exchange~~about ~~Act Rule 13a-15(b). Based upon~~future ~~the~~demand ~~evaluation, the Chief Executive Officer~~ and ~~the~~market ~~Chief~~conditions, ~~Financial~~as ~~Officer~~well ~~concluded that~~ as afor ~~result~~damaged ofgoods. ~~the~~If ~~material~~market ~~weakness~~conditions are inless ~~our~~favorable ~~internal~~than ~~controls~~those ~~over~~projected ~~financial~~by ~~reporting described more fully below~~management, ~~the~~additional ~~Company’s disclosure controls and~~inventory ~~procedures~~write-downs ~~were~~may ~~not effective in alerting them in a timely manner to material information relating to the Company and its consolidated subsidiaries required to~~ be ~~included in our periodic filings~~required.

~~The~~Sales ~~Company~~Tax conducted an assessment of internal controls in connection with its audit of its financial statements. As a result of this assessment, the Company’s management has determined that there is one deficiency that constitutes a material weakness in the Company’s internal control over financial reporting for the period. A material weakness in internal control over financial reporting is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5), or a combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. The one deficiency that the Company’s management has determined constitutes a material weakness is discussed below. Liability

~~Material~~Through ~~Weakness~~the Nodate of this report, certain states have issued initial assessments against the Company claiming insufficient remittance of sales taxes on revenues from past procedure sales at Associated Centers, which the Company is disputing. Based upon the circumstances and the advice of its independent counsel and advisors, management has estimated and accrued approximately $1.1 ~~Entity~~million ~~Level~~through ~~Controls~~March 28, 2009, for potential additional sales tax liability related to these assessments and related state sales tax matters.

~~During~~The ~~the~~Company may further increase its tax reserve in 2009 in response to tax assessments received to date. The Company’s intends ~~assessment~~to ofvigorously challenge the ~~Entity~~imposition ~~Level~~of ~~control~~these ~~environment~~tax assessments, ~~management~~and believes ~~noted~~it ~~that~~has ~~design~~substantial ~~over~~grounds for its position. Nonetheless, the ~~entity~~Company may ~~level~~attempt ~~controls~~to ~~was~~negotiate a resolution of such assessments and may also initiate discussions with some other states that have not ~~sufficient~~asserted additional assessments against the Company. An unfavorable outcome with respect to ~~prevent~~some or all of these tax assessments discussions could have a material ~~weakness.~~adverse ~~The~~affect on the Company’s ~~identified~~financial ~~the~~position ~~following~~and ~~areas~~results ~~that~~of ~~were~~operations, ~~considered~~and no assurance can be ~~weaknesses~~given atthat ~~the~~these ~~Entity~~tax ~~Level.~~matters ~~The~~will ~~deficiencies~~be resolved in the ~~design~~Company’s offavor in view of the ~~controls~~inherent ~~result~~uncertainties involved in atax ~~reasonable~~proceedings. ~~possibility~~The Company believes that ait ~~material~~has ~~misstatement~~provided adequate accruals for additional taxes and related interest expense that may ~~not~~ultimately beresult ~~prevented~~from orthe ~~detected~~assessments, inand will re-evaluate the ~~annual~~adequacy orof ~~interim~~its ~~financial~~reserves ~~statements~~as innew ainformation ~~timely~~or ~~manner.~~circumstances warrant.

•Forward ~~Audit committee oversight of financial reporting~~Looking Statements

•The ~~Senior~~statements ~~management~~contained ~~oversight~~in this report that are not purely historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements relate to the Company’s expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by the use of words or phrases such as “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” and “potential,” among others. Forward-looking statements include, but are not limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the Company’s financial ~~reporting~~performance, revenue and expense levels in the future and the sufficiency of its existing assets to fund future operations and capital spending needs. Actual results could differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The Company believes that many of the risks set forth here and in the Company’s filings with the SEC, is part of doing business in the industry in which the Company operates and competes and will likely be present in all periods reported. The forward-looking statements contained in this report are made as of the date of this Report and the Company disclaims any intention or obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect the business, financial condition, performance, development, and results of operations of the Company include those risks set forth under “Item 1A. Risk Factors.”

•Results ~~Inadequate number~~ of ~~technically skilled accounting personnel within the Company’s corporate accounting department with relevant financial reporting expertise to identify technical accounting issues on a timely basis~~ Operations

•The ~~Ineffective~~following ~~process~~are explanations of significant ~~identifying~~changes ~~and~~for ~~assessing~~the ~~risks~~13-week ~~within~~period ended March 28, 2009 compared to the 13-week ~~Company~~period ended March 29, 2008:

~~Based~~Total Revenues, onNet declined 22%, to $4.2 million in our ~~evaluation~~first ~~under~~quarter ~~the~~of ~~framework~~2009 compared to $5.4 million in ~~Internal~~the first ~~Control,~~quarter ~~Integrated~~of ~~Framework,~~2008. ~~our~~Whitening ~~management~~revenues ~~concluded~~declined ~~that~~to ~~our~~$2.5 ~~internal~~million ~~control~~in ~~over~~the ~~financial~~first quarter ~~reporting~~of ~~was~~2009 ~~not~~compared ~~effective~~to as$3.0 ofmillion ~~March 29,~~in the first quarter of 2008. The addition of seven retail locations contributed $0.9 million to the 2009 first quarter revenue. Overall economic conditions affecting consumer spending also adversely impacted revenues.

~~Changes~~ Operating and occupancy costs decreased 15%, to $3.5 million in ~~Internal~~the ~~Control~~first ~~over~~quarter ~~Financial~~of ~~Reporting~~2009 compared to $4.0 million in the first quarter of 2008, reflecting decrease in cost of goods sold relating to cost cutting measures .

NoSelling, General ~~change~~and inAdministrative ~~our~~expenses ~~internal~~decreased ~~control~~to ~~over~~$0.8 ~~financial~~million ~~reporting (as defined~~ in ~~Rules 13a-15(f) and 15d-15(f) under~~ the ~~Exchange~~first quarter ~~Act)~~of 2009 ~~occurred~~from ~~during~~$1.8 million in the first quarter ~~ended~~of ~~March 29,~~ 2008,. This ~~that~~decrease ~~has~~was ~~materially~~primarily ~~affected,~~due ~~or is reasonably likely~~ to ~~materially affect,~~ our ~~internal~~continued ~~control~~downsizing ~~over~~activities ~~financial~~as ~~reporting. The Company intends to hire additional personnel to respond to the financial reporting and control complexities of the Company’s business, add additional accounting~~well ~~department~~as ~~personnel,~~a ~~have~~decrease ~~more~~in ~~frequent~~advertising ~~meetings with the audit committee,~~ and ~~identify~~professional ~~a process of assessing risks within the Company~~fees.

13 12

~~Table~~Depreciation and Amortization expense decreased slightly to $252,000 in the first quarter of ~~Contents~~2009 compared to $344,000 in the first quarter of 2008.

~~PART~~Other Income ~~II—OTHER~~and ~~INFORMATION~~expense, net. For the thirteen week periods ended March 28, 2009 and March 29, 2008, other income(expense), net was $(1,000) and $126,000, respectively, reflecting the decrease in interest earned as a result of the company’s utilization of its cash.

~~ITEM~~Liquidity 1.and ~~LEGAL PROCEEDINGS~~Capital Resources

The Company is the subject of certain legal actions. Management believes that it has accrued the appropriate amount of liability for actions against the Company. However, the litigation and other claims noted in this report are subject to inherent uncertainties and it is possible that future results of operations for any particular quarterly or annual period could be materially affected by changes in management’s assumptions and the effectiveness of BSML’s strategies related to these legal actions. General

ATo date, ~~summary~~the Company has yet to achieve profitability. The Company had an accumulated deficit of ~~legal~~$178,901,000 ~~matters~~and ~~settled~~working orcapital ~~dismissed~~deficiency ~~prior~~of to$6,749,000 as of March 29 28, ~~2008~~2009. isThe Company’s ~~provided~~net inloss and net cash generated by operating activities were $(598,000) and $1,049,000, respectively, for the thirteen weeks ended March 28, 2009. At March 28, 2009, the Company had $25,000 in unrestricted cash and cash equivalents. The Company’s ~~annual~~principal ~~report~~sources onof ~~Form~~liquidity ~~10-K~~historically have been ~~for~~proceeds from issuance of common stock and debt and related financial instruments, and more recently, from the sale of its Associated Centers business. The Company is not certain if its cash will be sufficient to maintain operations of the continuing company at least through the next year ~~ended~~due ~~December 29~~to the uncertainty of the Company’s ability to generate positive cash flow from the Centers business operations. Additional financing of $2,500,000 ~~2007~~to expand the Company’s core operations has been arranged, and additional spa operations should help the Company to build a positive cash flow.

~~ITEM~~The 1Afinancial statements reflect a going concern basis of accounting. ~~RISK~~The ~~FACTORS~~Company cannot currently provide assurance that it can become profitable. If it cannot become profitable, and without additional financing, which may be impossible to secure, the Company may not have sufficient liquidity to support its operating requirements through 2009. Accordingly, BSML management believes that these factors raise substantial doubt as to whether the going concern basis of accounting reflected in these financial statements continues to be appropriate. Our liquidity projections may improve or deteriorate depending on these changing conditions. The accompanying financial statements do not include any adjustments that may be necessary if the Company unable to continue as a going concern.

~~Forward~~On ~~Looking~~January ~~Statements~~27, 2009, the Company acquired the assets of seven med spas owned by John Street Holding under the Pure Med Spa name. The purchase price was $500,000 and the assumption of some of the spa liabilities. The property leases were being negotiated and were on a month to month basis. The fair value of the assets acquired is an average of approximately $80,000 per spa as of the date of this report. The company intends to have an asset valuation done to determine to fair value for the assets acquired.

~~The~~On March ~~statements~~27, ~~contained~~2009, inthe ~~this~~Company ~~Report~~entered ~~that~~into ~~are~~a ~~not~~Credit ~~purely~~Agreement ~~historical~~(the ~~are~~ “~~forward-looking statements~~Credit Agreement”) ~~within~~between the ~~meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements relate to the~~ Company~~’s expectations~~, ~~hopes,~~in ~~beliefs,~~its ~~anticipations,~~capacity ~~commitments,~~as ~~intentions~~Borrower and ~~strategies~~a ~~regarding~~third-party lender (the ~~future~~“Lender”). The ~~They~~Credit ~~may~~Agreement beprovides ~~identified~~for bya four-year ~~the~~asset-based ~~use~~revolving ofcredit ~~words~~facility orunder ~~phrases~~which ~~such~~up asto ~~“believes,”~~two ~~“expects,”~~million ~~“anticipates,”~~five ~~“should,”~~hundred thousand ~~“plans,”~~dollars ~~“estimates~~($2,~~” and “potential~~500,”000) ~~among~~will ~~others~~be available. Pursuant ~~Forward-looking~~to ~~statements include, but~~the ~~are~~Credit ~~not limited to~~Agreement, ~~statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding~~ the ~~Company’s~~Lender ~~financial~~made ~~performance,~~initial ~~revenue~~term ~~and~~loans ~~expense levels in~~ (the ~~future~~“Loans”) ~~and~~to the ~~sufficiency~~ ofCompany, ~~its~~to ~~existing~~be ~~assets~~advanced to ~~fund future operations and capital spending needs. Actual results could differ materially from~~ the ~~anticipated~~Company ~~results or other expectations expressed~~ in ~~such~~four ~~forward-looking statements.~~ installments The ~~Company believes that many of~~Loans ~~the~~mature ~~risks~~on ~~set~~March ~~forth~~27, ~~here~~2013, and inbear ~~the~~interest ~~Company’s~~at ~~filings~~a ~~with~~rate ~~the~~of ~~Securities~~ten ~~and~~percent ~~Exchange Commission,~~ (~~the “SEC”~~10%) per annum, ~~are~~compounded ~~part~~monthly ~~of doing business in the industry in which the Company operates~~ and ~~competes~~payable ~~and~~quarterly ~~will~~beginning ~~likely~~on beAugust ~~present in all~~1, ~~periods reported~~2009. The ~~forward-looking~~proceeds ~~statements contained in this Report are made as~~ of the ~~date~~Loans ofwill ~~this~~be ~~Report,~~used ~~and~~for ~~the~~working ~~Company~~capital ~~expressly disclaims any intention or obligation to update them or to update the reasons why actual results could differ~~and ~~from~~other ~~those~~general ~~projected~~corporate ~~in such forward-looking statements~~purposes. ~~Among~~The ~~others,~~first ~~risks~~advance ~~and~~against ~~uncertainties~~this ~~that~~Agreement ~~may~~was on ~~affect~~March ~~the business~~30, ~~financial condition, performance, development, and results of operations of the Company include:~~ 2009.

~~There~~On February is10, a2009, ~~limited~~the ~~public~~Company, ~~market~~and ~~for~~its ~~our~~wholly ~~common~~owned ~~stock~~subsidiary, ~~which~~Pure Acquisition ~~may~~Co., ~~adversely~~Inc., ~~affect~~a Delaware corporation (“Pure Acquisition”), entered into an agreement (the ~~price~~“APA”) ~~and~~to ~~trading~~purchase ~~volume~~certain assets of ~~our~~Pure ~~common~~Laser ~~stock~~Hair Removal & Treatment Clinics, Inc., a Delaware corporation (“Pure”), John Street Holdings, LLC, a Delaware limited liability company (“JSH”), and certain subsidiaries of Pure and JSH (collectively, the “Subsidiaries,” and together with Pure and JSH, the “Sellers”).

WePursuant to ~~received~~the ~~notice~~terms onand ~~April 12~~subject to the conditions set forth in the APA, ~~2007~~Pure Acquisition agreed to purchase substantially all of the assets of the Sellers (the “Purchased Assets”) for a purchase price of: (i) two hundred thousand dollars ($200,000) ~~that~~(the we“Cash ~~did~~Payment”); ~~not~~(ii) ~~meet~~an unsecured promissory note in favor of Investment Partnership 2006 L.P. (“IP 2006”) in the ~~requirements~~aggregate principal amount of five hundred thousand dollars $500,000 (the ~~Nasdaq~~“Note”); ~~stock~~(iii) ~~market~~the Company’s ~~and~~agreement ~~were~~for ~~subsequently~~the ~~delisted~~twelve bymonth period immediately following the closing of the purchase of the Purchased Assets, that ~~market.~~IP ~~Trading~~2006 can acquire the same type of equity securities offered by the Company in ~~our~~one or more offerings ~~stock~~for isa ~~presently~~price ~~conducted~~per onshare equal to the ~~Over~~price ~~The~~paid ~~Counter~~by ~~Bulletin~~third ~~Board~~party investors up to a maximum of $2,500,000 (~~OTCBB~~the “Investment Participation Agreement”).; ~~The~~(iv) ~~Company~~a ~~has~~twelve month nowarrant ~~plans~~in favor of IP 2006 with the rights to ~~re-list~~purchase ~~its~~up ~~stock~~to on$2,500,000 (or such lesser amount as is available after IP 2006’s exercise of rights under the ~~Nasdaq~~Investment Participation Agreement) of common stock ~~market~~of inthe Company (the “Warrant”); ~~near~~and ~~future.~~(v) assumption of certain liabilities (the “Assumed Liabilities”) of the Sellers.

~~The~~Further, on ~~Company’s~~March ~~certifying~~24, ~~officers~~2009, ~~are~~BDC ~~not~~agreed ~~able~~ to ~~represent~~accept ~~that~~five hundred seventeen thousand dollars $517,000 in full satisfaction of the ~~Company’s~~obligations ~~internal~~of ~~controls~~Pure ~~over~~Acquisition ~~financial~~under ~~reporting~~the BDC ~~are~~Loan. On ~~functioning~~April ~~adequately~~2, 2009, as a condition precedent to ~~prevent~~the ~~material~~Credit Agreement, ~~misrepresentation~~as ofdescribed in the Current Report on Form 8-K filed with the SEC on ~~Company’s~~April ~~results~~2, 2009, Pure Acquisition paid the BDC loan in full and BDC released all of ~~operations~~the collateral secured by the BDC Loan. Accordingly, neither Pure Acquisition nor the Company has any further obligation in favor of BDC.

~~Extensive effort has been made to insure that the Company’s results of operations and financial position are~~The ~~fairly~~final ~~presented~~closing inconditions ~~accordance with accounting principles generally accepted in the United States~~ of ~~America. However,~~ the ~~relocation~~APA ofhave ~~the~~been ~~corporate office from California to Florida resulted in a change in accounting department personnel at or subsequent to the end of the fiscal year. Also~~met, ~~the Company’s Chief Executive Officer~~ and ~~Chief Financial Officer were appointed at or subsequent to~~ the ~~fiscal~~APA ~~year end,~~ and ~~have relatively short tenure in their respective positions and~~related ~~therefore~~transactions ~~have~~closed ~~only~~as limited experience with the Company’s internal controls over financial reporting. Further, we remain heavily dependent on legacy information technology systems that lack adequate documentation and require substantial manual supplementary efforts in support of ~~some~~April ~~of our revenue recognition processes. These factors~~1, ~~singly and in combination, result in risk that the Company’s financial results could be materially incorrect~~2009.

14ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

~~Table~~ We believe ofthere ~~Contents~~has been no material change in the Company’s exposure to market risk from that discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008.

~~Our~~ITEM ~~stock~~4. ~~price~~CONTROLS ~~may~~AND ~~be volatile and you could lose all or part of your investment.~~ PROCEDURES

We Evaluation ~~expect that the market price~~ of ~~our common stock will be volatile. Stock prices have risen and fallen in response to a variety of factors, including quarterly~~Disclosure ~~variations~~Controls ~~in operating results~~ and ~~market conditions in the economy as a whole~~Procedures.

~~The market price for our common stock may also be affected by our ability~~Our toChief ~~meet~~Financial ~~investors’ or securities analysts’ expectations. Any failure to meet these expectations~~Officer, ~~even~~after ~~slightly,~~evaluating ~~may result in a decline in~~ the ~~market~~effectiveness ~~price~~ of ~~our common stock. In addition,~~ the ~~stock~~Company’s “disclosure ~~market~~controls ~~is subject to extreme price~~ and ~~volume~~ ~~fluctuations.~~procedures” ~~This~~(as ~~volatility~~defined ~~has~~in ~~had a significant effect on~~ the ~~market~~Securities ~~prices~~Exchange Act of ~~securities~~1934 ~~issued~~(Exchange byAct) ~~many~~Rules ~~companies~~13a-15(e) ~~for~~or ~~reasons~~15d-15(e)) ~~unrelated~~as ~~to the operating performance~~ of ~~these companies. In~~ the ~~past,~~end ~~following periods~~ of ~~volatility in~~ the period ~~market~~covered ~~price~~by ~~of a company’s securities~~this report, ~~securities class action litigation~~ has ~~often~~concluded ~~been instituted against~~ that ~~company.~~our Ifdisclosure ~~similar~~controls and ~~litigation~~procedures were ~~instituted~~not ~~against~~effective ~~us,~~based iton ~~could~~his ~~result~~evaluation inof ~~substantial~~these ~~costs~~controls and procedures arequired ~~diversion~~by paragraph (b) of ~~our management’s~~Exchange ~~attention~~Act ~~and~~Rules ~~resources.~~13a-15 or 15d-15.

WeInternal ~~have~~Control aover ~~history of losses and accumulated deficit and this trend of losses may continue in the future.~~Financial Reporting

~~For~~The ~~2007,~~Company weis ~~had~~responsible afor establishing ~~net~~and ~~loss~~maintaining ofadequate ~~$5.2~~internal ~~million,~~control ~~including~~over ~~$0.8~~financial ~~million~~reporting as defined in ~~income~~Rules 13a-15(f) ~~from~~and ~~discontinued~~15d-15(f) ~~operations.~~under ~~For~~the ~~2006,~~Securities weExchange Act ~~had net income~~ of $41934.~~4 million,~~ ~~including~~The ~~$19.3~~Company’s ~~million~~internal incontrol ~~income~~over ~~from~~financial ~~discontinued~~reporting ~~operations.~~is Ina process ~~2005,~~designed weunder ~~operating~~the ~~had~~supervision ~~net losses~~ of ~~$17.8~~the ~~million,~~Company’s ~~respectively.~~Chief ~~For~~Executive ~~the~~Officer that: ~~quarter ended March~~(i) ~~29,~~pertains ~~2008,~~to wethe ~~had~~maintenance ~~a net loss~~ of ~~$0.6~~records ~~million.~~that, Asin ~~of March 29~~reasonable detail, ~~2008, our~~accurately ~~accumulated~~and ~~deficit~~fairly ~~was~~reflect ~~$177.1~~the ~~million,~~transactions and wedispositions ~~had a capital deficiency~~ of ~~$1.7~~the Company’s ~~million.~~assets; We(ii) provides ~~currently~~reasonable ~~intend~~assurance tothat ~~continue~~transactions toare recorded ~~operate~~as ~~our~~necessary ~~Centers business. We have not been able~~ to ~~operate~~permit ~~profitably~~preparation inof ~~the~~financial ~~past~~statements ~~and~~for ~~we cannot guarantee that our~~external ~~business~~reporting ~~will be profitable on a sustained basis.~~ in

~~We may not be able to renew the leases on our various Centers on terms that are favorable or agreeable to the Company, which could have an adverse impact on our business.~~ 13

~~All~~accordance ofwith ~~our~~accounting ~~Centers~~principles generally ~~operate~~accepted ~~their~~in ~~facilities~~the ~~under~~United ~~operating~~States, ~~leases~~and that ~~expire~~ atreceipts ~~various~~and ~~dates~~expenditures ~~through~~are being ~~July~~made ~~2015.~~only Asin ~~these~~accordance ~~leases~~with ~~expire,~~authorization weof ~~may~~the ~~not~~Company’s bemanagement ~~able~~and directors; toand ~~renew~~(iii) provides ~~them~~reasonable atassurance ~~acceptable~~regarding ~~rates~~prevention or timely atdetection ~~all.~~of Inunauthorized ~~addition~~acquisition, weuse ~~may~~or ~~consider~~disposition ~~closing some~~ of ~~our non-performing Centers. Our ability to vacate these premises~~the ~~including related lease obligations without ongoing costs is uncertain. We are currently operating one Center on a month-to-month rental basis because that Center~~Company’s ~~lease~~assets ~~has~~that ~~expired.~~could ~~Higher~~have ~~lease rates will negatively affect our results of operations. If, in any case, we are required to relocate to~~ a ~~different~~material ~~facility,~~effect weon ~~will~~the ~~be subject to additional costs for new leasehold improvements and we may incur higher lease costs and /or loss of business, negatively impacting our results of~~financial ~~operations~~statements.

~~Our~~Because ~~business~~of isits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to ~~risks~~the ~~from~~risk ~~economic~~that controls may become inadequate because of changes in conditions, ~~including~~or ~~inflation~~that the degree of compliance with the policies or procedure may deteriorate. As a non-accelerated filer, management has assessed the effectiveness of the Company’s internal control over financial reporting as of March 28, 2009. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control — Integrated Framework.

~~Most~~As a result of ~~our~~this ~~products~~assessment, ~~are~~the Company’s ~~purchased~~management inhas ~~finished~~determined ~~form~~that ~~and~~there ~~packaged~~is byone deficiency that constitutes a material weakness in the ~~supplier~~Company’s orinternal atcontrol ~~our~~over ~~headquarters.~~financial reporting Wefor ~~anticipate~~the ~~usual~~period. ~~inflationary~~A ~~increases~~material weakness in ~~the~~internal ~~price~~control ofover ~~our~~financial ~~products~~reporting ~~and~~is doa ~~not~~control ~~intend~~deficiency to(within ~~pass~~the ~~these~~meaning ~~increases~~of ~~along~~the toPublic ~~our~~Company Accounting ~~customers.~~Oversight InBoard ~~general~~(“PCAOB”) Auditing Standard No. 5), weor doa combination ~~not~~of ~~believe~~control deficiencies, that ~~inflation~~results ~~has~~in ~~had~~ a ~~material~~reasonable ~~effect~~possibility that ona ~~our~~material ~~results~~misstatement of ~~operations~~the inannual ~~recent~~or ~~years.~~interim ~~However,~~financial ~~there~~statements ~~can~~will not be noprevented ~~assurance~~or detected. The one deficiency that ~~our~~the ~~business~~Company’s ~~will~~management ~~not~~has bedetermined ~~affected~~constitutes bya ~~inflation~~material inweakness ~~the~~is ~~future~~discussed below.

~~Additionally,~~Material ~~demand~~Weakness ~~for consumer spending which, in turn, drives our services and products is affected by general economic conditions~~No. 1 We have observed some variability in demand as a result of changing economic conditions, which we believe may relate to fluctuations in the level of consumer discretionary spending. We believe that our performance willEntity ~~continue~~Level ~~to be affected by such economic parameters.~~ Controls

~~Our~~During ~~business~~the ~~tends~~Company’s toassessment ~~follow~~of ~~seasonal~~the entity ~~trends~~level control environment, ~~and~~management ~~our~~noted ~~performance~~that ~~may~~design ~~suffer~~over inthe ~~off-seasons~~entity level controls was not sufficient to prevent a material weakness. The Company identified the following areas that were considered weaknesses at the entity level. The deficiencies in the design of the controls result in a reasonable possibility that a material misstatement may not be prevented or detected in the annual or interim financial statements in a timely manner.

We• ~~believe~~Audit ~~that~~committee ~~our~~oversight ~~business~~of ~~follows~~financial ~~seasonal trends due to increased consumer demand during certain seasons and around public and national holidays. As a result, our sales performance could potentially be affected.~~ reporting

15• Senior management oversight of financial reporting

~~Table~~• Inadequate number of ~~Contents~~technically skilled accounting personnel within the Company’s corporate accounting department with relevant financial reporting expertise to identify technical accounting issues on a timely basis

~~Our~~• ~~success~~Ineffective ~~will~~process ~~depend~~of onidentifying ~~our~~and ~~ability~~assessing torisks ~~update~~within ~~our~~the ~~technology to remain competitive.~~ Company

~~The~~Based ~~dental~~on ~~device~~our ~~and~~evaluation ~~supply~~under ~~industry~~the framework isof ~~subject~~Internal toControl, ~~technological~~Integrated ~~change. As technological changes occur in the marketplace~~Framework, ~~we may have to modify~~ our ~~products~~management ~~in order~~concluded ~~to become or remain competitive or to ensure~~ that our ~~products~~internal docontrol ~~not~~over ~~become~~financial ~~obsolete.~~reporting Wewas ~~sold~~not virtually our entire technology portfolio to Discus and although we have a license to use the existing technology in the Centers, we cannot give assurances that we will be able to either acquire or develop newer technology in the future. If we fail to anticipate or respond in a cost-effective ~~and~~as ~~timely~~of ~~manner to government requirements, market trends or customer demands, or if there are any~~March ~~significant delays in product development or introduction~~28, ~~our revenues and profit margins may decline, which could adversely affect our cash flows, liquidity and operating results~~2009.

~~Our~~Deficiencies ~~future growth will depend~~ in ~~part~~the oninternal ~~adding~~control over ~~new~~Pure ~~services~~financial toreporting ~~our~~of ~~Centers~~Pure ~~and~~made ~~expanding~~it ~~the~~impractical ~~outlet~~to ofprovide ~~our~~pro ~~products~~forma information torequired ~~other~~by ~~retail~~FASB ~~channels.~~ 141(R)

~~One~~Changes of the drivers for future growth will be our ability to increase the amount of sales each Center produces. We have begun the process of offering additional services, including the performance of cosmetic dentistryin ~~procedures~~Internal atControl ~~our~~over ~~Centers.~~Financial We cannot give assurance that this will be successful. We also sell our products through other retail channels including QVC. We are investigating the expansion of existing channels as well as other avenues for distributing our products. We cannot give any assurance that we will be successful at expanding our channels of distribution or the products we distribute. Reporting

WeNo ~~may~~change ~~have~~in ~~problems~~our ~~financing~~internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the first quarter ended March 28, 2009, that has materially affected, or is reasonably likely to materially affect, our internal ~~future~~control ~~growth.~~over financial reporting.

~~Our~~The ~~growth~~certifications ~~strategy includes investment in and expansion~~ of ~~Centers~~our ~~throughout the United~~chief ~~States~~executive ~~and~~officer ~~internationally, increasing awareness of the BriteSmile brand,~~ and ~~developing~~chief ~~and~~financial ~~marketing~~officer ~~our~~attached ~~brand~~as ~~name~~Exhibits ~~and retail products~~31.1 ~~To finance our prior growth we have sold debt~~ and ~~equity securities~~31. ~~Additional funds may be needed in the~~2 ~~future~~to ~~for~~this ~~continued~~quarterly ~~expansion.~~report ~~We cannot give assurance that additional financing will be available or that, if available, it will be~~ on ~~terms~~Form ~~favorable~~10-Q ~~to our stockholders or us. If needed funds are not available~~include, wein ~~may~~paragraph be4 ~~required~~of ~~to close~~such ~~existing Centers~~certifications, ~~and/or~~information ~~limit~~concerning ~~or forego the establishment of new Centers and the development of new products, or limit the scope of~~ our ~~current~~disclosure ~~operations,~~controls ~~which could have a material adverse effect on our business, operating results~~ and ~~financial~~procedures ~~condition.~~and Weinternal ~~may~~control beover ~~required~~financial toreporting. ~~take~~Such ~~other~~certifications ~~actions~~should ~~that~~be read ~~may~~in ~~lessen~~conjunction ~~the~~with ~~value of our common stock, including borrowing money on terms that are not favorable to us. Raising~~ the ~~needed~~information ~~funds~~contained ~~through~~in ~~the~~this ~~sale~~Item 4 offor ~~additional shares of our common stock or~~a ~~securities~~more ~~convertible~~complete ~~into~~understanding ~~shares~~ of ~~common~~the ~~stock~~matters ~~may~~covered ~~result~~by ~~in dilution to current stockholders~~such certifications.

~~Our ability to utilize our net operating loss carryforward may be limited or eliminated in its entirety.~~ 14

WePART ~~have a substantial net operating loss carryforward that we plan to use to offset future~~II—OTHER federal tax liability. As of December 30, 2007, we had net operating loss carryforwards of approximately $133 million that we anticipate may be used in the future to reduce our federal tax liability. We established a full valuation allowance against the net operating loss carryforward, along with all other deferred tax assets, to reflect the uncertainty of the recoverability of this asset. The utilization of this asset in the future is dependent upon our having positive earnings. Furthermore, the likelihood of an annual limitation on our ability to utilize our net operating loss carryforward to offset future U.S. federal taxable income is increased by (i) the issuance of certain convertible preferred stock, options, warrants, or other securities exercisable for common stock, (ii) changes in our equity ownership occurring in the last three years and (iii) potential future changes in our equity ownership. The amount of an annual limitation can vary significantly based on factors existing at the date of an ownership change. If such limitations were imposed, they could have a material adverse impact on our results of operations and cash flows. INFORMATION

WeITEM ~~are subject to competition from other companies that offer similar products and services~~1. LEGAL PROCEEDINGS

~~The~~A ~~market~~summary ~~for~~of ~~teeth~~legal ~~whitening~~matters ~~products~~settled ~~and~~or dismissed ~~services~~prior isto March ~~highly~~28, ~~competitive.~~2009, ~~Competition~~is inprovided ~~the market for teeth whitening products and services may intensify~~ in the ~~future. Numerous well-established companies and~~Company’s ~~smaller~~annual ~~entrepreneurial~~report ~~companies are focusing significant resources~~ on ~~developing~~Form 10-K ~~and~~for ~~marketing~~the ~~products~~year ~~and~~ended ~~services that will compete with our products and services. As a result of our sale to Discuss~~December 27, ~~BriteSmile products are now offered by~~ ~~independent dental offices~~2008. ~~In addition, many of our current and~~

16The Company is party to certain legal proceedings and claims in the ordinary course of business. There are no current pending legal activities that are expected to have a material adverse effect on the company’s financial position or results of operations. Current pending legal claims are as follows:

~~Table~~Andrew Rudnick & Sleek, Inc., v. BSML, Inc., Circuit Court, 17th Judicial Circuit, Broward County, Florida, Case No. 08 30137. On June 30, 2008, Andrew Rudnick, the Company’s former CEO, and Sleek, Inc. a company controlled by Rudnick (the “Rudnick Plaintiffs”) filed suit against the Company alleging breach of ~~Contents~~an Amended and Restated Support Services Agreement and breach of a Separation and Release of Claims Agreement and fraud in the inducement relating to both agreements. The Rudnick Plaintiffs subsequently amended the complaint to allege conversion and to seek specific performance and permanent injunctive relief against the Company. The Company intends to defend itself vigorously against the allegations of the amended complaint and to assert various counter claims against the Rudnick Plaintiffs. The Company recorded an expense and charge to paid in capital for the fair value of 1,240,000 shares to be issued to Sleek, Inc., an entity controlled by Mr. Rudnick, the former CEO of the Company, as of December 29, 2007, because the notification of the transfer agent to issue the shares was considered ministerial. However, due to delays, resulting from a dispute between the Company and Mr. Rudnick during the first and second quarters of 2008, the Company determined during the second quarter of 2008 that it no longer had an obligation to issue the shares. Accordingly, the number of common shares outstanding was reduced by 1,240,000 as of June 30, 2008.

William Korner and ~~potential~~J3 ~~competitors~~Evolution, ~~have~~LLC ~~greater~~vs. ~~financial~~BSML, ~~technical,~~Inc. ~~operational~~ and ~~marketing~~Pure ~~resources.~~Acquisition ~~Teeth~~Company, ~~whitening~~Inc., ~~products~~Superior ~~and~~Court ~~services~~of ~~offered~~Fulton byCounty ~~our~~State ~~competitors~~of ~~include~~Georgia, ~~traditional~~Civil ~~and~~Action ~~often~~No. ~~less~~2009CV168916. On ~~expensive~~May ~~bleaching~~11, ~~tray~~2009, ~~methods~~William Korner and ~~other~~J3 ~~forms~~Evolution, ofLLC ~~heat~~(the or“Korner Plantiffs”) ~~light~~filed ~~activated~~suit against ~~curing~~the ~~methods.~~Company Wealleging ~~may~~default ~~not~~of benote, ~~able~~breach toof ~~compete~~contract ~~successfully~~and trespass. The ~~against~~Korner ~~these~~Plaintiffs ~~competitors~~also infiled ~~developing,~~suit ~~marketing~~to ~~and~~foreclose ~~distributing~~a lien ~~our~~and ~~services~~a ~~and~~petition ~~products,~~for ~~which~~temporary ~~could~~restraining ~~result~~order inprohibiting the ~~loss~~Company offrom disposing ~~customers~~certain ~~and~~assets. ~~could~~The ~~have~~Company adenies ~~material~~the ~~adverse~~allegations ~~effect~~of onthe ~~our~~complaint and ~~business.~~intends ~~Competitive~~to ~~pressures~~defend ~~may~~itself ~~also~~vigorously ~~force~~against ~~prices~~the ~~for~~allegations ~~teeth~~of ~~whitening~~the ~~services down~~ complaint and ~~such~~to ~~price~~assert ~~reductions~~various ~~may~~counterclaims ~~adversely affect~~against ~~our~~the ~~potential future revenue and profitability~~Korner Plaintiffs.

WeThe ~~may~~litigation ~~experience~~and ~~shortages~~other ofclaims ~~the~~noted ~~supplies~~in this wereport ~~need~~are ~~because~~subject weto doinherent ~~not~~uncertainties ~~have~~and ~~long-term~~it ~~agreements~~is possible that future ~~with~~results ~~certain~~of ~~suppliers~~operations for any particular quarterly or annual period could be materially affected by changes in management’s assumptions and ~~rely~~the oneffectiveness of ~~sole~~the ~~sources~~Company’s ~~for~~strategies ~~key~~related ~~equipment.~~to these legal actions.

~~Successful~~ITEM ~~operation of our Centers business depends to a degree on our ability to provide our Centers a sufficient supply of teeth whitening gels and maintenance products~~1A. ~~Since~~RISK our BS2000 LATW system was first used commercially, we have relied upon manufacturing and supply agreements with multiple suppliers, but only one manufacturer of our LATW devices. Effective April 2001, the Company’s LATW devices are manufactured by Delphi Medical Systems Corporation, Longmont, Colorado, pursuant to an agreement between the Company and Delphi. We have recently contracted with Docland to provide LATW devices for use in our Centers; however, Docland has not yet delivered LATW devices and we do not know whether the devices, when delivered, will meet our specifications. FACTORS

WeForward ~~have no long-term purchase contracts or other contractual assurance of continued supply, pricing or access to new products. While we believe that we have good~~Looking relationships with our suppliers and our manufacturer, if we are unable to extend or secure manufacturing services or to obtain component parts or finished products from one or more key vendors on a timely basis and on acceptable commercial terms, our results of operations could be seriously harmed. Statements

WeThe ~~operate~~statements ~~our~~contained ~~Centers~~in ~~using~~this ~~intellectual~~Report that ~~property~~are ~~under~~not apurely ~~license~~historical ~~granted~~are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act. These statements relate to usthe Company’s expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by ~~Discus~~the ~~Dental~~use of words or phrases such as “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” and we“potential,” ~~cannot~~among ~~guarantee~~others. ~~that~~Forward-looking ~~competitors~~statements ~~will~~include, but are not ~~infringe~~limited to, statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the Company’s ~~underlying~~financial ~~patents~~performance, revenue and expense levels in the future and the sufficiency of its existing assets to fund future operations and capital spending needs. Actual results could differ materially from the anticipated results or ~~that~~other ~~certain~~expectations ~~patents~~expressed in such forward-looking statements. The Company believes that wemany ~~have~~of ~~applied~~the ~~for~~risks set forth Company here and in the Company’s filings with the Securities and Exchange Commission, (the “SEC”), are part of doing business in the industry in which the operates and competes and will likely be ~~granted~~present in all periods reported. The forward-looking statements contained in this Report are made as of the date of this Report, and the Company expressly disclaims any intention or obligation to update them or to update the reasons why actual results could differ from those projected in such forward-looking statements. Among others, risks and uncertainties that may affect the business, financial condition, performance, development, and results of operations of the Company include:

~~In connection~~There ~~with~~is ~~the~~a ~~sale~~limited ofpublic ~~our~~market ~~Associated~~for ~~Centers business to Discus, we sold all of~~ our common ~~intellectual property to Discus~~stock, ~~but~~which wemay ~~retained~~adversely aaffect ~~license from Discus permitting us to utilize~~ the ~~intellectual~~price ~~property~~and totrading ~~operate~~volume ~~our~~of ~~Centers business and~~our ~~manufacture~~common ~~and sell our retail products~~stock.

We ~~sold~~received ~~Discus~~notice anon ~~expansive~~April 12, 2007, ~~portfolio~~that ofwe ~~patents~~did tonot ~~protect~~meet the ~~intellectual~~requirements ~~property~~of ~~rights~~the ~~licensed~~NASDAQ tostock ~~us, including~~market aand ~~patent~~were subsequently ~~covering~~delisted ~~a method of whitening teeth~~ by ~~exposing~~that ~~teeth~~market. ~~treated~~Trading ~~with~~in aour ~~transparent~~stock ~~composition~~is topresently conducted ~~light~~on ~~and~~the aOver ~~patent~~The ~~covering~~Counter ~~the~~Bulletin ~~light~~Board ~~source~~(OTCBB). ~~There~~The ~~can~~Company behas no ~~assurance that Discus will prosecute patent applications that are~~ ~~valuable~~plans to ~~our~~re-list ~~business~~its orstock ~~pursue~~on ~~infringement~~the ~~claims~~NASDAQ ~~against~~stock ~~third~~market ~~parties~~in ~~who may infringe~~ the ~~intellectual property rights we sold to Discus. Failure by Discus to protect these intellectual property rights may have an adverse effect on our~~near ~~business~~future.

The ~~rights~~Company’s ~~relied~~certifying ~~upon~~officers toare not ~~protect~~able ~~the intellectual property licensed~~ to usrepresent bythat ~~Discus~~the ~~underlying~~Company’s ~~our~~internal ~~products~~controls ~~and~~over ~~services may not be~~financial ~~adequate,~~reporting ~~which~~are ~~could~~functioning ~~enable~~adequately ~~third~~to ~~parties~~prevent tomaterial ~~use~~misrepresentation of the ~~technology~~Company’s ~~used~~results byof ~~us and would reduce our ability to compete in the market~~operations.

~~The~~Extensive ~~rights~~effort ~~licensed to~~has usbeen bymade ~~Discus~~to ~~rely~~insure that onthe aCompany’s ~~combination~~results of ~~trade~~operations ~~secrets, copyright~~ and ~~trademark~~financial ~~laws,~~position ~~non-disclosure~~are ~~agreements~~fairly presented ~~and~~in ~~other~~accordance ~~contractual~~with ~~provisions~~accounting ~~and~~principles ~~technical~~generally ~~measures~~accepted toin ~~protect~~the United ~~our~~States ~~intellectual~~of ~~property rights~~America. ~~Nevertheless~~However, ~~these~~the ~~measures~~relocation ~~may~~of ~~not be adequate to safeguard~~ the ~~technology~~corporate ~~underlying~~office ~~our~~from California ~~products~~to ~~and~~Florida ~~services.~~resulted Ifin ~~these~~a ~~measures~~change doin ~~not~~accounting ~~protect~~department ~~these~~personnel ~~rights,~~at or ~~third~~subsequent ~~parties~~to ~~could~~the ~~use~~end of the ~~same~~fiscal ~~technology~~year. ~~we use~~Also, ~~and our ability to compete in~~ the ~~market~~Company’s ~~would~~Chief ~~be reduced. In addition,~~Executive ~~employees,~~Officer ~~consultants~~was ~~and~~appointed ~~others~~at ~~who~~or ~~participate~~subsequent into the ~~development~~fiscal ofyear ~~our~~end, ~~products~~ and ~~services~~has ~~may~~a relatively ~~breach~~short ~~their~~tenure ~~agreements~~in ~~with~~his usrespective orpositions ~~Discus regarding intellectual property,~~ and wetherefore ~~may not~~ have ~~adequate~~only limited ~~remedies~~experience ~~for~~with the ~~breach.~~Company’s Weinternal orcontrols ~~Discus~~over ~~also~~financial ~~may~~reporting. ~~not~~The beCompany’s ~~able~~Chief toFinancial ~~effectively~~Officer ~~protect~~resigned ~~these~~in ~~intellectual~~October ~~property~~2008 ~~rights~~and has inbeen ~~some~~replaced. ~~foreign~~The ~~countries.~~Company Weis ~~also~~using ~~realize~~its ~~that~~best ~~our~~efforts to strengthen accounting staff and ~~Discus’~~install ~~trade~~adequate ~~secrets~~internal controls.

17Our stock price may be volatile and you could lose all or part of your investment.

~~Table~~We expect that the market price of ~~Contents~~our common stock will be volatile. Stock prices have risen and fallen in response to a variety of factors, including quarterly variations in operating results and market conditions in the economy as a whole.

~~may~~The ~~become~~market ~~known~~price ~~through~~for ~~other~~our ~~means~~common ~~not~~stock may ~~currently~~also ~~foreseen~~be affected by ~~us.~~our ~~Notwithstanding~~ability ~~our~~to ~~and~~meet ~~Discus~~investors’ ~~efforts~~or securities analysts’ expectations. Any failure to ~~protect~~meet ~~this~~these ~~intellectual~~expectations, ~~property~~even slightly, ~~our~~may result ~~competitors~~in ~~may~~a ~~independently~~decline ~~develop~~in ~~similar~~the ormarket ~~alternative~~price ~~technologies~~of orour ~~products~~common ~~that~~stock. ~~are~~In ~~equal~~addition, orthe ~~superior~~stock market is subject to ~~the~~extreme ~~technology~~price and ~~products~~volume ~~used~~fluctuations. byThis usvolatility ~~without~~has had ~~infringing~~a significant effect on ~~any~~the market prices of securities issued by many companies for reasons unrelated to the ~~intellectual~~operating ~~property~~performance ~~rights~~of orthese ~~designs~~companies. In wethe ~~use~~past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources.

~~Our~~We ~~products~~have ora ~~services~~history ~~could infringe on the intellectual property rights~~ of ~~others,~~losses ~~which may cause us to engage in costly litigation~~ and~~, if we are not~~ ~~successful,~~accumulated ~~could~~deficit ~~also cause us to pay substantial damages~~ and ~~prohibit~~this ustrend ~~from~~of ~~selling~~losses ~~our~~may ~~products~~continue orin ~~services~~the future.

~~Third~~For ~~parties may assert infringement or other intellectual property claims against us. In~~ the ~~event~~thirteen ofweek ~~such~~period aended ~~suit~~March 28, ~~and~~2009, ~~further~~we ~~assuming~~had a ~~resolution~~net to(loss) ~~such~~of a$(598,000). ~~suit~~For ~~that is unfavorable to us~~2008, we ~~may~~had ~~have~~a tonet ~~pay~~loss ~~substantial~~of $(576,000). ~~damages~~As ~~for~~of ~~past~~March ~~infringement~~28, if2009, itour isaccumulated ~~ultimately~~deficit ~~determined~~was ~~that~~$178,901,000, ~~our~~and ~~products~~we orhad ~~services infringe~~ a ~~third~~capital ~~party’s~~deficiency ~~proprietary~~of ~~rights~~$6,749,000. ~~Further,~~We wecurrently ~~may~~intend to becontinue ~~prohibited~~to ~~from~~operate ~~selling~~ our ~~products~~Centers ~~before~~business weand ~~obtain~~have arecently ~~license,~~added ~~which,~~additional lines ifof ~~available~~business atin ~~all,~~the ~~may~~aesthetic ~~require~~sector, usMed tospa ~~pay~~operations ~~substantial~~should ~~royalties. Even if~~complement ~~these~~our ~~claims~~current ~~are~~lines. ~~without~~We ~~merit,~~have ~~defending~~not abeen ~~lawsuit~~able ~~takes~~to ~~significant~~operate ~~time,~~profitably ~~may~~in bethe ~~expensive~~past and we ~~may~~cannot ~~divert~~guarantee ~~management’s~~that ~~attention~~our ~~from other~~ business ~~concerns.~~will ~~Notwithstanding~~be ~~the~~profitable ~~foregoing,~~on wea ~~are not aware of any infringement claims asserted~~sustained ~~against us by others~~basis.

We may ~~become~~not ~~subject~~be able to ~~government~~renew ~~regulation~~the ~~regarding~~leases on our ~~teeth~~various ~~whitening~~Centers ~~services~~on ~~and~~terms ~~products.~~that are favorable or agreeable to the Company, which could have an adverse impact on our business.

~~The~~All ~~light~~of ~~used~~our inCenters ~~the~~operate ~~LATW~~their facilities ~~systems~~under isoperating ~~categorized~~leases asthat aexpire ~~Class~~at Ivarious ~~Medical~~dates ~~Device~~through asJuly 2015. ~~defined~~As bythese ~~the~~leases ~~Food~~expire, ~~and~~we ~~Drug~~may ~~Administration~~not ~~(“FDA”).~~be Asable ~~long~~to asrenew ~~the~~them ~~light~~at isacceptable ~~used~~rates ~~specifically~~or toat ~~perform~~all. ~~cosmetic~~In ~~dental procedures (teeth whitening)~~addition, itwe ismay ~~not~~consider ~~subject~~closing tosome ~~the~~of ~~FDA’s~~our ~~pre~~non-~~market~~performing Centers. ~~notification~~Our ~~requirements,~~ability ~~although~~to wevacate ~~are~~these ~~subject~~premises toincluding ~~FDA~~related ~~requirements~~lease obligations ~~regarding~~without ~~handling~~ongoing ofcosts ~~complaints~~is ~~and~~uncertain. ~~other~~We ~~general~~are ~~FDA record~~currently ~~keeping~~operating ~~standards.~~one Center ~~There~~on ~~can~~a bemonth-to-month norental ~~assurance~~basis because that ~~some~~Center’s orlease ~~all~~has ofexpired. Higher ~~the~~lease ~~existing~~rates ~~FDA~~will ~~regulations~~negatively ~~will~~affect ~~not~~our ~~change~~results ~~significantly~~of oroperations. ~~adversely~~If, in ~~the future~~any case, orwe ~~that~~are required to relocate to a different facility, we will ~~not~~be ~~become~~ subject to additional ~~compliance~~costs ~~with~~for ~~additional~~new leasehold improvements and ~~stricter~~we ~~FDA~~may incur higher lease ~~regulations~~costs ~~which~~and ~~could,~~/or inloss ~~the~~of ~~future~~business, ~~affect~~negatively impacting our ~~revenue.~~results of operations.

WeOur ~~believe~~business ~~that~~is ~~there~~subject ~~are~~to norisks ~~government regulations which require that a licensed dentist,~~from ~~dental~~economic ~~assistant~~conditions orincluding ~~dental hygienist perform or assist with our new self-administered teeth whitening procedure in any of the states where we operate Centers~~inflation. However, there can be no assurance that one or more states where we operate Centers will no adopt regulations which materially and adversely affect the manner in which we intend to perform the self-administered teeth whitening procedure which could, in the future, affect our revenue.

~~Ownership~~Most of our ~~common~~products ~~stock~~are ispurchased ~~concentrated~~in finished form and packaged by the supplier or at our headquarters. We anticipate usual inflationary increases in the price of our products and do not intend to pass these increases along to our customers. In general, we do not believe that inflation has had a ~~limited~~material ~~number~~effect on our results of ~~shareholders~~operations in recent years. However, there can be no assurance that our business will not be affected by inflation in the future.

~~Current~~Additionally, ~~and~~demand ~~former~~for ~~directors~~consumer spending ~~and executive officers of the Company~~which, orin ~~their affiliates~~turn, ~~control~~drives ~~more~~our ~~than~~services aand ~~majority~~products ofis ~~the~~affected ~~outstanding~~by ~~common~~general economic ~~stock~~conditions. ofWe ~~the~~have ~~Company~~observed ~~and,~~some ~~therefore,~~variability ~~have~~in ~~ultimate~~demand ~~authority~~as toa ~~make~~result ~~all~~of ~~major~~changing ~~decisions~~economic ~~affecting~~conditions, ~~our~~which ~~business,~~we ~~including~~believe ~~the~~may ~~identity~~relate ~~and~~to ~~make-up~~fluctuations ofin the level ~~Company’s~~of ~~board~~consumer ofdiscretionary ~~directors~~spending. ~~and~~We ~~any~~believe ~~other~~that ~~matters~~our ~~requiring~~performance ~~approval~~will continue ofto ~~the~~be ~~shareholders~~affected ofby ~~the~~such ~~Company.~~economic parameters.

Our ~~efforts~~business tends to ~~build~~follow ~~strong~~seasonal trends, ~~brand identity~~ and ~~customer~~our ~~loyalty~~performance may ~~not~~suffer bein ~~successful~~off-seasons.

We believe that ~~establishing~~our ~~and~~business ~~maintaining~~follows seasonal ~~brand~~trends ~~identity~~due ~~and brand loyalty is critical~~ to ~~attracting~~increased ~~customers~~consumer ~~and~~demand ~~strategic~~during ~~partners.~~certain Inseasons ~~order to attract~~ and ~~retain these groups and respond to competitive~~ ~~pressures,~~around wepublic ~~intend to continue advertising spending to create~~ and ~~maintain~~national ~~brand loyalty~~holidays. WeAs ~~believe~~a ~~that advertising rates~~result, ~~and the cost of advertising campaigns in particular, could increase in the future. If~~ our ~~branding~~sales ~~efforts~~performance ~~are not~~could ~~successful,~~potentially ~~our results of operations could~~ be ~~adversely~~ affected.

~~Promotion~~Our ~~and~~success ~~enhancement of the Company’s brand~~ will ~~also~~ depend on our ~~success~~ability ~~in consistently providing a high-quality customer experience for our teeth whitening services and satisfaction with our products. If customers do not perceive our service and product offerings~~ to beupdate ~~of high quality, or if we introduce new services and products, such as cosmetic dental procedures and~~ our ~~new,~~technology self-administered teeth whitening procedure, that are not favorably received, the value of the Company’s brand could be harmed. Any brand impairment or dilution could decrease the attractiveness of the Company, which could harm our reputation, reduce our net revenue and cause us to ~~lose~~remain ~~customers~~competitive.

18The dental device and supply industry is subject to technological change. As technological changes occur in the marketplace, we may have to modify our products in order to become or remain competitive or to ensure that our products do not become obsolete. We sold virtually our entire technology portfolio to Discus and although we have a license to use the existing technology in the Centers, we cannot give assurances that we will be able to either acquire or develop newer technology in the future. If we fail to anticipate or respond in a cost-effective and timely manner to government requirements, market trends or customer demands, or if there are any significant delays in product development or introduction, our revenues and profit margins may decline, which could adversely affect our cash flows, liquidity and operating results.

~~Table~~Our future growth will depend in part on adding new services to our Centers and expanding the outlet of ~~Contents~~our products to other retail channels.

~~ITEM~~One 2of the drivers for future growth will be our ability to increase the amount of sales each Center produces. ~~UNREGISTERED~~We have ~~SALES~~begun OFthe ~~EQUITY~~process ~~SECURITIES~~of ~~AND~~offering ~~USE~~additional OFservices, ~~PROCEEDS~~including the performance of cosmetic dentistry procedures at our Centers. We cannot give assurance that this will be successful. We also sell our products through other retail channels including QVC. We are investigating the expansion of existing channels as well as other avenues for distributing our products. We cannot give any assurance that we will be successful at expanding our channels of distribution or the products we distribute.

~~None.~~We may have problems financing our future growth.

~~ITEM~~Our 3growth strategy includes investment in and expansion of Centers throughout the United States and internationally, increasing awareness of the BriteSmile brand, and developing and marketing our brand name and retail products. ~~DEFAULTS~~To ONfinance ~~SENIOR~~our ~~SECURITIES~~prior growth we have sold debt and equity securities. Additional funds may be needed in the future for continued expansion. We cannot give assurance that additional financing will be available or that, if available, it will be on terms favorable to our stockholders or us. If needed funds are not available, we may be required to close existing Centers, and/or limit or forego the establishment of new Centers and the development of new products, or limit the scope of our current operations, which could have a material adverse effect on our business, operating results and financial condition. We may be required to take other actions that may lessen the value of our common stock, including borrowing money on terms that are not favorable to us. Raising the needed funds through the sale of additional shares of our common stock or securities convertible into shares of common stock may result in dilution to current stockholders.

~~None.~~ 16

~~ITEM~~Our 4.ability ~~SUBMISSION~~to OFutilize ~~MATTERS~~our TOnet Aoperating loss ~~VOTE~~carryforward OFmay ~~THE~~be ~~SECURITY~~limited ~~HOLDERS~~or eliminated in its entirety.

We ~~did~~have a substantial net operating loss ~~not~~carryforward ~~submit~~that ~~any~~we ~~matters~~plan to use to offset future federal tax liability. As of March 28, 2009, we had net operating loss carryforwards of approximately $138 million that we anticipate may be used in the future to reduce our federal tax liability. We established a ~~vote~~full valuation allowance against the net operating loss carryforward, along with all other deferred tax assets, to reflect the uncertainty of the recoverability of this asset. The utilization of this asset in the future is dependent upon our ~~shareholders~~having ~~during~~positive earnings. Furthermore, the likelihood ~~quarter~~of ~~ended~~an ~~March~~annual limitation on our ability to utilize our net operating loss carryforward to offset future U.S. federal taxable income is increased by (i) 29the issuance of certain convertible preferred stock, ~~2008~~options, warrants, or other securities exercisable for common stock, (ii) changes in our equity ownership occurring in the last three years and (iii) potential future changes in our equity ownership. The amount of an annual limitation can vary significantly based on factors existing at the date of an ownership change. If such limitations were imposed, they could have a material adverse impact on our results of operations and cash flows.

~~ITEM~~We 5.are ~~OTHER~~subject ~~INFORMATION~~to competition from other companies that offer similar products and services.

~~None~~The market for teeth whitening products and services is highly competitive. Competition in the market for teeth whitening products and services may intensify in the future. Numerous well-established companies and smaller entrepreneurial companies are focusing significant resources on developing and marketing products and services that will compete with our products and services. As a result of our sale to Discus, BriteSmile products are now offered by independent dental offices. In addition, many of our current and potential competitors have greater financial, technical, operational and marketing resources. Teeth whitening products and services offered by our competitors include traditional and often less expensive bleaching tray methods and other forms of heat or light activated curing methods. We may not be able to compete successfully against these competitors in developing, marketing and distributing our services and products, which could result in the loss of customers and could have a material adverse effect on our business. Competitive pressures may also force prices for teeth whitening services down and such price reductions may adversely affect our potential future revenue and profitability.

19We may experience shortages of the supplies we need because we do not have long-term agreements with certain suppliers and rely on sole sources for key equipment.

~~Table~~Successful operation of ~~Contents~~our Centers business depends to a degree on our ability to provide our Centers a sufficient supply of teeth whitening gels and maintenance products. Since our BS2000 LATW system was first used commercially, we have relied upon manufacturing and supply agreements with multiple suppliers, but only one manufacturer of our LATW devices. Effective April 2001, the Company’s LATW devices are manufactured by Delphi Medical Systems Corporation, Longmont, Colorado, pursuant to an agreement between the Company and Delphi. We have recently contracted with Docland to provide LATW devices for use in our Centers; however, Docland has not yet delivered LATW devices and we do not know whether the devices, when delivered, will meet our specifications.

~~ITEM~~We 6have no long-term purchase contracts or other contractual assurance of continued supply, pricing or access to new products. ~~EXHIBITS~~While we believe that we have good relationships with our suppliers and our manufacturer, if we are unable to extend or secure manufacturing services or to obtain component parts or finished products from one or more key vendors on a timely basis and on acceptable commercial terms, our results of operations could be seriously harmed.

~~Exhibits~~We operate our Centers using intellectual property under a license granted to us by Discus Dental, and we cannot guarantee that competitors will not infringe the underlying patents or that certain patents that we have applied for will be granted.

3.01		Articles of Restatement of the Articles of Incorporation of the Company as filed with the Utah Division of Corporations and Commercial Code on January 17, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002).
3.02		Articles of Amendment to the Articles of Incorporation of the Company as filed with the Utah Division of Corporations and Commercial Code effective January 30, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).
3.03		Bylaws adopted May 2, 1996, (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1996).
3.04		Amendment to Bylaws adopted July 23, 1999 (incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999).
10.01		Registration Rights Agreement dated April 1, 1996 between the Company, LCO Investments Limited, Richard S. Braddock, and Pinnacle Fund, L.P. (incorporated by reference to the Current Report on Form 8-K of the Company dated April 1, 1996).
10.02		Registration Rights Agreement dated May 8, 1997 among the Company, LCO Investments Limited, and Richard S. Braddock (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997).
10.03		Registration Rights Agreement dated as of May 4, 1998 between the Company and LCO Investments Limited (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998).
10.04*		Revised 1997 Stock Option and Incentive Plan of the Company, as amended through June 20, 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.05*		Form of Option Agreement between the Company and certain directors of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.06*		Form of Option Agreement between the Company and certain employees of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

In connection with the sale of our Associated Centers business to Discus, we sold all of our intellectual property to Discus, but we retained a license from Discus permitting us to utilize the intellectual property to operate our Centers business and manufacture and sell our retail products.

20 17

~~Table~~We sold Discus an expansive portfolio of patents ~~Contents~~to protect the intellectual property rights licensed to us, including a patent covering a method of whitening teeth by exposing teeth treated with a transparent composition to light and a patent covering the light source. There can be no assurance that Discus will prosecute patent applications that are valuable to our business or pursue infringement claims against third parties who may infringe the intellectual property rights we sold to Discus. Failure by Discus to protect these intellectual property rights may have an adverse effect on our business.

10.07		Registration Rights Agreement dated as of June 3, 1999 between the Company and the non-management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 21, 1999).
10.08		Amended and Restated Registration Rights Agreement dated as of June 3, 1999 between the Company and the management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 21, 1999).
10.09		Registration Rights Agreement dated as of June 3, 1999 between the Company and certain non-management purchasers in the June 1999 Private Placement (incorporated by reference to the Company’s Current Report on Form 8-K dated June 4, 1999).
10.10		Amended and Restated Registration Rights Agreement dated as of June 3, 1999 between the Company and certain management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 4, 1999).
10.11		Registration Rights Agreement dated as of January 18, 2000 between the Company and the Pequot Funds (incorporated by reference to the Company’s Current Report on Form 8-K dated January 18, 2000).
10.12		Agreement of Sublease dated December 1999 between the Company and LCO Properties, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended April 1, 2000).
10.13		Form of Warrants granted to note purchasers pursuant to the Securities Purchase Agreement dated as of June 27, 2000 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).
10.14		Form of Registration Rights Agreement between the Company of the purchasers of Notes pursuant to the Securities Purchase Agreement dated as of June 27, 2000 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).
10.15		Convertible Promissory Note dated December 5, 2000 in the principal amount of $5,000,000 (incorporated by reference to the Company’s Current Report on Form 8-K dated December 5, 2000).
10.16		Warrant to Purchase 250,000 Shares of common stock of the Company dated December 5, 2000 (incorporated by reference to the Company’s Current Report on Form 8-K dated December 5, 2000).
10.17		Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).
10.18		Amendment dated September 18, 2002 to Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).
10.19		Amendment dated January 1, 2003 to Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).

The rights relied upon to protect the intellectual property licensed to us by Discus underlying our products and services may not be adequate, which could enable third parties to use the technology used by us and would reduce our ability to compete in the market.

21The rights licensed to us by Discus rely on a combination of trade secrets, copyright and trademark laws, non-disclosure agreements and other contractual provisions and technical measures to protect our intellectual property rights. Nevertheless, these measures may not be adequate to safeguard the technology underlying our products and services. If these measures do not protect these rights, third parties could use the same technology we use, and our ability to compete in the market would be reduced. In addition, employees, consultants and others who participate in the development of our products and services may breach their agreements with us or Discus regarding intellectual property, and we may not have adequate remedies for the breach. We or Discus also may not be able to effectively protect these intellectual property rights in some foreign countries. We also realize that our and Discus’ trade secrets may become known through other means not currently foreseen by us. Notwithstanding our and Discus’ efforts to protect this intellectual property, our competitors may independently develop similar or alternative technologies or products that are equal or superior to the technology and products used by us without infringing on any of the intellectual property rights or designs we use.

~~Table~~Our products or services could infringe on the intellectual property rights of ~~Contents~~others, which may cause us to engage in costly litigation and, if we are not successful, could also cause us to pay substantial damages and prohibit us from selling our products or services.

10.20		Loan Agreement between Excimer Vision Leasing L.P. and the Company dated as of March 1, 2001 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).
10.21		Unsecured Credit Agreement between BSML International and CAP Advisers Limited dated March 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.22		Credit and Security Agreement dated December 13, 2001 between BSML International and CAP Advisers Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.23		Supplemental Agreement dated March 2002 to Credit and Security Agreement dated December 13, 2001 between BSML International and CAP Advisers Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.24		Supplemental Agreement dated July 19, 2002 to Credit and Security Agreement dated December 13, 2001, as amended, and to Unsecured Credit Agreement dated March 8, 2002 (incorporated by reference to the Quarterly Report on Form 10-Q of the Company for the 13 weeks ended June 29, 2002).
10.25		Supplemental Agreement dated January 9, 2003 to Credit and Security Agreement dated March 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).
10.26		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated March 8, 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.27		Form of Guaranty of Fiscal 2002 Shortfall Summary of Terms dated March 2002 in connection with commitments from certain shareholders and/or directors of the Company to secure up to $4 million of additional working capital (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).
10.28		Form of Convertible Promissory Note issued in connection with November 20, 2002 convertible note offering (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 25, 2002).
10.29		CAP Line Conversion Agreement dated as of November 20, 2003 between the Company and LCO Investments Limited (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 28, 2003).
10.30		Demand Promissory Note dated November 20, 2003 payable by the Company to LCO Investments Limited in the principal amount of $2,000,000 (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 28, 2003).
10.31		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated December 12, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).

Third parties may assert infringement or other intellectual property claims against us. In the event of such a suit, and further assuming a resolution to such a suit that is unfavorable to us, we may have to pay substantial damages for past infringement if it is ultimately determined that our products or services infringe a third party’s proprietary rights. Further, we may be prohibited from selling our products before we obtain a license, which, if available at all, may require us to pay substantial royalties. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns. Notwithstanding the foregoing, we are not aware of any infringement claims asserted against us by others.

22We may become subject to government regulation regarding our teeth whitening services and products.

~~Table~~The light used in the LATW systems is categorized as a Class I Medical Device as defined by the Food and Drug Administration (“FDA”). As long as the light is used specifically to perform cosmetic dental procedures (teeth whitening), it is not subject to the FDA’s pre-market notification requirements, although we are subject to FDA requirements regarding handling of ~~Contents~~complaints and other general FDA record keeping standards. There can be no assurance that some or all of the existing FDA regulations will not change significantly or adversely in the future, or that we will not become subject to compliance with additional and stricter FDA regulations which could, in the future, affect our revenue.

10.32		Receivable Conversion Agreement dated November 20, 2003 between the Company and Excimer Vision Leasing L.P. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).
10.33		Amended and Restated Consulting Agreement dated December 27, 2003 between the company and John Warner (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).
10.34*		Employment Agreement, Confidentiality and Rights Ownership Agreement, Common Stock Purchase Option and Restricted Stock Grant Agreement each dated January 9, 2005 between the Company and Gregg A. Coccari (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).
10.35		Form of Securities Purchase Agreement dated as of December 16, 2004, between the Company and the Investors, together with exhibits including form of Senior Convertible Note dated December 16, 2004, due December 16, 2009; form of Warrant to Purchase Common Stock of the Company dated December 16, 2004; and form of Additional Investment Right between the Company and the Investors (incorporated by reference to the Current Report on Form 8-K of the Company filed on December 21, 2004).
10.36		July 2003 Asset Purchase Agreement between BDI and R. Eric Montgomery (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).
10.37		Consulting Agreement between BDI and Oraceutical Innovative Properties (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).
10.38		$2 million promissory note issued by BDI to LCO Investments Limited (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).
10.39		Supply Agreement dated December 21, 2004 between the Company and Oraceutical, LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).
10.40		$2.5 million loan agreement between BSML and CAP America Trust: See Agreement dated May 7, 2003 between the Company and CAP America Trust (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).
10.41		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated July 12, 2005 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2005).
10.42*		Letter Agreement between BSML and Nhat Ngo dated October 13, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.43*		Letter Agreement between BSML and Robert Sieban, Jr. dated October 13, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.44*		Letter Agreement between BSML and Ken Czaja dated November 18, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.45*		Letter Agreement between BSML and Julian Feneley dated November 21, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

We believe that there are no government regulations which require that a licensed dentist, dental assistant or dental hygienist perform or assist with our new self-administered teeth whitening procedure in any of the states where we operate Centers. However, there can be no assurance that one or more states where we operate Centers will no adopt regulations which materially and adversely affect the manner in which we intend to perform the self-administered teeth whitening procedure which could, in the future, affect our revenue.

23Ownership of our common stock is concentrated in a limited number of shareholders.

~~Table~~Current and former directors and executive officers of ~~Contents~~the Company, or their affiliates, control more than a majority of the outstanding common stock of the Company and, therefore, have ultimate authority to make all major decisions affecting our business, including the identity and make-up of the Company’s board of directors and any other matters requiring approval of the shareholders of the Company.

10.46*		Letter Agreement between BSML and Christopher Edwards dated January 19, 2006. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
10.47		Asset Purchase Agreement among BSML, BSML International Limited, BSML Development, Inc. and Discus Dental, Inc. dated December 30, 2005 (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 4, 2006).
10.48		Limited Liability Company Membership Interest Purchase Agreement between BSML and Dental Spas, LLC dated January 13, 2006 (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 19, 2006).
10.49		Contribution Agreement between BSML and BSML Spas, LLC dated January 13, 2006. (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 19, 2006).
10.50*		Letter Agreement between BSML and Ken Czaja dated May 4, 2006 (Incorporated by reference to the Company’s current report on Form 10-Q filed on August 21, 2006).
10.51*		Employment agreement, dated December 6, 2006, between Dr. Julian Feneley and the Company (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 12, 2006, and incorporated herein by reference.)
10.52*		Employment agreement, dated December 29, 2006, between Richard De Young and the Company (previously filed as an exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on April 9, 2007, and incorporated herein by reference).
10.53		Agreement by and between 18 West 57th Street, LLC, and LCO Properties, Inc., dated as of August 14, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on August 17, 2007, and incorporated herein by reference).
10.54*		Employment Agreement between the Company and Andrew Rudnick dated as of December 6, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 11, 2007, and incorporated herein by reference).
10.55		Support Services Agreement between the Company and Sleek, Inc., dated as of December 6, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 11, 2007, and incorporated herein by reference).
14		Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

*Our ~~Denotes~~efforts ~~management~~to ~~contract~~build orstrong ~~compensatory~~brand identity ~~plan~~and orcustomer ~~arrangement~~loyalty may not be successful.

24We believe that establishing and maintaining brand identity and brand loyalty is critical to attracting customers and strategic partners. In order to attract and retain these groups and respond to competitive pressures, we intend to continue advertising spending to create and maintain brand loyalty. We believe that advertising rates, and the cost of advertising campaigns in particular, could increase in the future. If our branding efforts are not successful, our results of operations could be adversely affected.

~~Table~~Promotion and enhancement of ~~Contents~~the Company’s brand will also depend on our success in consistently providing a high-quality customer experience for our teeth whitening services and satisfaction with our products. If customers do not perceive our service and product offerings to be of high quality, or if we introduce new services and products, such as cosmetic dental procedures and our new, self-administered teeth whitening procedure, that are not favorably received, the value of the Company’s brand could be harmed. Any brand impairment or dilution could decrease the attractiveness of the Company, which could harm our reputation, reduce our net revenue and cause us to lose customers.

~~SIGNATURES~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. None

BSML, INC.
By:		/s/ Jeff Nourse
		Jeff Nourse
		Chief Executive Officer
		(Principal Executive Officer)
By:		/s/ Marc Applebaum
		Marc Applebaum
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)
Date:		May 19, 2008

ITEM 3.

DEFAULTS ON SENIOR SECURITIES.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicatedNone.

Signature	Title	Date
/s/ A. M. Pilaro A. M. Pilaro	Chairman of the Board of Directors	May 19, 2008
/s/ Brent Knudsen Brent Knudsen	Director	May 19, 2008
/s/ Jeff Nourse Jeff Nourse	Director	May 19, 2008
/s/ Marc Applebaum Marc Applebaum	Director	May 19, 2008

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS.

25We did not submit any matters to a vote of our shareholders during the quarter ended March 28, 2009.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS


Exhibits

3.01		Articles of Restatement of the Articles of Incorporation of the Company as filed with the Utah Division of Corporations and Commercial Code on January 17, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002).

3.02		Articles of Amendment to the Articles of Incorporation of the Company as filed with the Utah Division of Corporations and Commercial Code effective January 30, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).

3.03		Bylaws adopted May 2, 1996, (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1996).

3.04		Amendment to Bylaws adopted July 23, 1999 (incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999).

10.01		Registration Rights Agreement dated April 1, 1996 between the Company, LCO Investments Limited, Richard S. Braddock, and Pinnacle Fund, L.P. (incorporated by reference to the Current Report on Form 8-K of the Company dated April 1, 1996).

10.02		Registration Rights Agreement dated May 8, 1997 among the Company, LCO Investments Limited, and Richard S. Braddock (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 1997).

10.03		Registration Rights Agreement dated as of May 4, 1998 between the Company and LCO Investments Limited (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998).

10.04*		Revised 1997 Stock Option and Incentive Plan of the Company, as amended through June 20, 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.05*		Form of Option Agreement between the Company and certain directors of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.06*		Form of Option Agreement between the Company and certain employees of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).



10.07		Registration Rights Agreement dated as of June 3, 1999 between the Company and the non-management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 21, 1999).

10.08		Amended and Restated Registration Rights Agreement dated as of June 3, 1999 between the Company and the management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 21, 1999).

10.09		Registration Rights Agreement dated as of June 3, 1999 between the Company and certain non-management purchasers in the June 1999 Private Placement (incorporated by reference to the Company’s Current Report on Form 8-K dated June 4, 1999).

10.10		Amended and Restated Registration Rights Agreement dated as of June 3, 1999 between the Company and certain management purchasers (incorporated by reference to the Company’s Current Report on Form 8-K as filed June 4, 1999).

10.11		Registration Rights Agreement dated as of January 18, 2000 between the Company and the Pequot Funds (incorporated by reference to the Company’s Current Report on Form 8-K dated January 18, 2000).

10.12		Agreement of Sublease dated December 1999 between the Company and LCO Properties, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended April 1, 2000).

10.13		Form of Warrants granted to note purchasers pursuant to the Securities Purchase Agreement dated as of June 27, 2000 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).

10.14		Form of Registration Rights Agreement between the Company of the purchasers of Notes pursuant to the Securities Purchase Agreement dated as of June 27, 2000 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).

10.15		Convertible Promissory Note dated December 5, 2000 in the principal amount of $5,000,000 (incorporated by reference to the Company’s Current Report on Form 8-K dated December 5, 2000).

10.16		Warrant to Purchase 250,000 Shares of common stock of the Company dated December 5, 2000 (incorporated by reference to the Company’s Current Report on Form 8-K dated December 5, 2000).

10.17		Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).

10.18		Amendment dated September 18, 2002 to Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).

10.19		Amendment dated January 1, 2003 to Amended and Restated Agreement between Excimer Vision Leasing L.P. and the Company dated February 2001 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).



10.20		Loan Agreement between Excimer Vision Leasing L.P. and the Company dated as of March 1, 2001 (incorporated by reference to the Company’s Transition Report on Form 10-K for the Nine-month Transition Period ended December 30, 2000).

10.21		Unsecured Credit Agreement between BSML International and CAP Advisers Limited dated March 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.22		Credit and Security Agreement dated December 13, 2001 between BSML International and CAP Advisers Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.23		Supplemental Agreement dated March 2002 to Credit and Security Agreement dated December 13, 2001 between BSML International and CAP Advisers Limited (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.24		Supplemental Agreement dated July 19, 2002 to Credit and Security Agreement dated December 13, 2001, as amended, and to Unsecured Credit Agreement dated March 8, 2002 (incorporated by reference to the Quarterly Report on Form 10-Q of the Company for the 13 weeks ended June 29, 2002).

10.25		Supplemental Agreement dated January 9, 2003 to Credit and Security Agreement dated March 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 28, 2002).

10.26		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated March 8, 2002 (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.27		Form of Guaranty of Fiscal 2002 Shortfall Summary of Terms dated March 2002 in connection with commitments from certain shareholders and/or directors of the Company to secure up to $4 million of additional working capital (incorporated by reference to the Company’s Annual Report on Form 10-K for the 52 weeks ended December 29, 2001).

10.28		Form of Convertible Promissory Note issued in connection with November 20, 2002 convertible note offering (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 25, 2002).

10.29		CAP Line Conversion Agreement dated as of November 20, 2003 between the Company and LCO Investments Limited (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 28, 2003).

10.30		Demand Promissory Note dated November 20, 2003 payable by the Company to LCO Investments Limited in the principal amount of $2,000,000 (incorporated by reference to the Current Report on Form 8-K of the Company filed on November 28, 2003).

10.31		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated December 12, 2003 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).



10.32		Receivable Conversion Agreement dated November 20, 2003 between the Company and Excimer Vision Leasing L.P. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).

10.33		Amended and Restated Consulting Agreement dated December 27, 2003 between the company and John Warner (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).

10.34*		Employment Agreement, Confidentiality and Rights Ownership Agreement, Common Stock Purchase Option and Restricted Stock Grant Agreement each dated January 9, 2005 between the Company and Gregg A. Coccari (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).

10.35		Form of Securities Purchase Agreement dated as of December 16, 2004, between the Company and the Investors, together with exhibits including form of Senior Convertible Note dated December 16, 2004, due December 16, 2009; form of Warrant to Purchase Common Stock of the Company dated December 16, 2004; and form of Additional Investment Right between the Company and the Investors (incorporated by reference to the Current Report on Form 8-K of the Company filed on December 21, 2004).

10.36		July 2003 Asset Purchase Agreement between BDI and R. Eric Montgomery (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).

10.37		Consulting Agreement between BDI and Oraceutical Innovative Properties (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).

10.38		$2 million promissory note issued by BDI to LCO Investments Limited (incorporated by reference to the Quarterly Report on Form 10-Q of the Company filed on August 12, 2003).

10.39		Supply Agreement dated December 21, 2004 between the Company and Oraceutical, LLC (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).

10.40		$2.5 million loan agreement between BSML and CAP America Trust: See Agreement dated May 7, 2003 between the Company and CAP America Trust (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004).

10.41		Amendment to Lease Agreement between Excimer Vision Leasing L.P. and the Company dated July 12, 2005 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2005).

10.42*		Letter Agreement between BSML and Nhat Ngo dated October 13, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

10.43*		Letter Agreement between BSML and Robert Sieban, Jr. dated October 13, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

10.44*		Letter Agreement between BSML and Ken Czaja dated November 18, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

10.45*		Letter Agreement between BSML and Julian Feneley dated November 21, 2005. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).



10.46*		Letter Agreement between BSML and Christopher Edwards dated January 19, 2006. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).

10.47		Asset Purchase Agreement among BSML, BSML International Limited, BSML Development, Inc. and Discus Dental, Inc. dated December 30, 2005 (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 4, 2006).

10.48		Limited Liability Company Membership Interest Purchase Agreement between BSML and Dental Spas, LLC dated January 13, 2006 (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 19, 2006).

10.49		Contribution Agreement between BSML and BSML Spas, LLC dated January 13, 2006. (incorporated by reference to the Current Report on Form 8-K of the Company filed on January 19, 2006).

10.50*		Letter Agreement between BSML and Ken Czaja dated May 4, 2006 (Incorporated by reference to the Company’s current report on Form 10-Q filed on August 21, 2006).

10.51*		Employment agreement, dated December 6, 2006, between Dr. Julian Feneley and the Company (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 12, 2006, and incorporated herein by reference.)

10.52*		Employment agreement, dated December 29, 2006, between Richard De Young and the Company (previously filed as an exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on April 9, 2007, and incorporated herein by reference).

10.53		Agreement by and between 18 West 57th Street, LLC, and LCO Properties, Inc., dated as of August 14, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on August 17, 2007, and incorporated herein by reference).

10.54		Employment Agreement between the Company and Andrew Rudnick dated as of December 6, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 11, 2007, and incorporated herein by reference).

10.55		Support Services Agreement between the Company and Sleek, Inc., dated as of December 6, 2007 (previously filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on December 11, 2007, and incorporated herein by reference).

14		Code of Ethics (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003).

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

*	Denotes management contract or compensatory plan or arrangement.

SIGNATURES


BSML, INC.




By:		/s/ James P. Cullin
		James P. Cullin
		VP of finance (Principal Financial Officer)


		July 2, 2009


Signature	Title	Date

/s/ Jeff Nourse Jeff Nourse	Director	July 2, 2009

Principal Executive Officer	Director

Exhibit Index


Exhibit Number		Description

31.1		Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 31.1

CERTIFICATION

I, James P. Cullin, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of BSML, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2009

/s/ James P. Cullin

James P. Cullin

Principal Accounting Officer

EXHIBIT 31.2

CERTIFICATION

I, Jeffery Nourse, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of BSML, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 2, 2009

/s/ Jeffery Nourse

Jeffery Nourse

Principal Executive Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies that the Quarterly Report on Form 10-Q of BSML, Inc. for the thirteen week period ended March 28, 2009 as filed June 18, 2009 with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of BSML, Inc.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Date: July 2, 2009

/s/ James P. Cullin

James P. Cullin

Principal Accounting Officer

Filing Compare · BSML INC