UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                For the Fiscal Year Ended: December 29, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

Commission File Number: 1-11064

                                BRITESMILE, INC.
        (Exact name of small business issuer as specified in its charter)

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

     490 North Wiget Lane
   Walnut Creek, California                                  94598
--------------------------------------           -------------------------------
(Address of principal executive offices)               (Zip Code)

                                 (925) 941-6260
                                 --------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to                 Name of each exchange
 Section 12(b) of the Act:                          on which registered:
--------------------------------------           -------------------------------
        None                                                  Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
           -----------------------------------------------------------
                         common stock, par value $0.001

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes     X   No
     ------    ------

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the registrant's common stock held by
non-affiliates as of April 8, 2002 was approximately $83,959,173 based on the
closing sale price of the issuer's stock as reported by the NASDAQ NMS on such
date. The number of shares of common stock of the registrant outstanding as of
March 26, 2002 was 36,404,461.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

This Amendment is filed pursuant to General Instruction G(3) to Form 10-K, for
the sole purpose of filing the information required to be disclosed pursuant to
Part III of Form 10-K for the Company's fiscal year ended December 29, 2001.

<PAGE>


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth the name, age and position of each director and
executive officer of the Company as of the date of this Report:

NAME AGE  CURRENT POSITION(S) (1)

<TABLE>
<CAPTION>
<S>                                        <C>      <C>
John L. Reed                               60       Chief Executive Officer and Director
Paul Dawson                                47       Chief Executive Officer of BriteSmile
                                                    International Limited, a subsidiary of the
                                                    Company
Linda S. Oubre                             43       President, Center Division and Director
Derek Correia                              33       Executive Vice President, Marketing
Peter P. Hausback                          42       Executive Vice President, Chief Financial Officer, and
                                                    Secretary
Stephen Miller                             55       Executive Vice-President, Manufacturing and
                                                    Distribution
Anthony M. Pilaro                          66       Chairman of the Board
R. Eric Montgomery                         47       Director
Peter Schechter                            42       Director
Bradford G. Peters                         34       Director
Harry Thompson                             72       Director
Gerald Poch                                55       Director
Dr. Gasper Lazzara, Jr.                    59       Director
Dennis F. Hightower                        60       Director since March, 2001
</TABLE>

(1)   All directors serve for one year and until their successors are elected
      and qualified and, unless otherwise noted, have served as a director
      during the entire fiscal year ended December 29, 2001 through the date of
      this Report. All officers serve at the pleasure of the Board of Directors.
      There are no family relationships between any of the officers and
      directors.

John L. Reed

Prior to joining the Company in June 1999 as its Chief Executive Officer, Mr.
Reed was Chairman of the Pacific Retailing Division of Duty Free Shoppers Group
Limited ("DFS"), the world's leading specialty retailer catering to
international travelers. At DFS he was responsible for the operations of
multiple retail stores, including the largest single, self-standing retail
operation in the world. During his 21-year career at DFS, prior to being named
Chairman of the Pacific Retail Division in 1997, Mr. Reed was President of DFS
Hawaii. From 1982 to 1988, Mr. Reed was President of the DFS U.S. Mainland
Operation. Mr. Reed has also served as Vice President of Merchandising for both
Federated Department Stores and John Wanamaker.

Paul Dawson

Mr. Dawson, prior to joining the Company's subsidiary, BriteSmile International,
as its Chief Executive Officer, was Chief Executive Officer of Camus
International, a global marketer of luxury goods. During his nine-year tenure
with Camus, he spearheaded an aggressive worldwide market expansion program of
that company's premium cognac products. Prior to Camus, Mr. Dawson held the
position of Engagement Manager at McKinsey & Company, an international
consulting firm. While at McKinsey, he advised a broad range of multinational
consumer companies on international expansion strategies. Mr. Dawson has lived
and worked in the United States, Europe, Asia and the Middle East. He holds
masters degrees from Cambridge University and UC Berkeley, and an MBA from
Stanford University.



                                       2
<PAGE>

Linda S. Oubre

Linda S. Oubre commenced serving as a director of the Company in May 1998. In
July 1998, she was appointed President, Center Division of the Company. Prior to
joining the Company, Ms. Oubre served for 2 years as President of Tri Com
Ventures, a company which specialized in new venture planning and implementation
consulting for clients such as McGraw Hill's Business Week Magazine, Prodigy
Online Service, and the United Nations Business Development Project in the
Republic of Belarus. Prior to 1996, Ms. Oubre was General Manager, New Business
Development, for the Los Angeles Times, and also served as Director of
Operations for Walt Disney's Consumer Products Division and Manager of Financial
Planning for the Times Mirror Company. She has also been a visiting instructor
at the Wharton Business School. Ms. Oubre is a graduate of the University of
California, Los Angeles and received her MBA from the Harvard Business School.

Derek Correia

Mr. Correia  initially joined  BriteSmile in September 2000. In January 2002, he
was appointed  Executive Vice  President,  Marketing.  Mr. Correia brings to the
Company  10 years of  experience  in  consumer  marketing  and brand  management
working for Fortune 500 companies with dynamic consumer brands. Prior to joining
BriteSmile,  Mr.  Correia  served as Senior  Vice  President  of  Marketing  for
Renaissance Cruises; Vice-President, Product and Brand Marketing for Burger King
Corporation; and Director, Innovation and Brand Marketing for Pizza Hut, Inc.

Peter P. Hausback

In April 2001, the Company named Peter P. Hausback as Executive Vice President,
Chief Financial Officer and Secretary. Previously, Mr. Hausback served as the
CFO, VP-Finance and Secretary for Il Fornaio, a multi-state restaurant and
commercial bakery company. While at Il Fornaio, Mr. Hausback was responsible for
planning, directing and managing human resources, MIS and all financial
functions, including budget and analysis, SEC reporting, accounting, cost,
treasury, cash, credit and tax functions. Mr. Hausback also previously served as
a manager at Price Waterhouse LLP in San Francisco, and as a senior auditor with
Security Pacific Corporation in Los Angeles.

Stephen Miller

In October 2000, Stephen Miller was appointed Executive Vice President,
Manufacturing and Distribution. Prior to joining BriteSmile in May 1999 as it
Executive Vice President, Real Estate and Construction, Mr. Miller was for 11
years Vice President of Facility Development for DFS. While at DFS, Mr. Miller
was responsible for the development of the flagship retail gallerias, high-end
boutiques, duty free stores and entertainment complexes in the U.S., Oceania and
the Pacific. Prior to DFS, Mr. Miller was Senior Vice President of Commercial
and Industrial Development for Castle and Cooke, Inc. where for 17 years he was
responsible for commercial, industrial and retail development for Hawaii's
second largest private landowner.

Anthony M. Pilaro

Mr. Pilaro has been a director of the Company since August 1997. Presently, he
serves as Chairman of CAP Advisers Limited which maintains offices in Dublin,
Ireland. He is also founder and Chairman of Excimer Vision Leasing L.P., a
partnership primarily engaged in the business of leasing Excimer laser systems.
Mr. Pilaro has been involved in private international investment banking. He was
a Founding Director and former Chief Executive Officer of DFS and a founder of
the predecessor of VISX, Inc. A graduate of the University of Virginia, and the
University of Virginia Law School, Mr. Pilaro practiced law in New York City
through 1964.


                                       3
<PAGE>


R. Eric Montgomery

Mr. Montgomery has been a director of the Company since May 1998. He is an
experienced consultant, researcher and entrepreneur in the oral care and
cosmetic products industries, and has been granted over 65 US and foreign
patents since 1981. Previously, from November 1997 until May 1998, he served as
an independent consultant to the Company through Applied Dental Sciences, Inc.,
the oral care products research and development firm of which he has been
President since 1992. Mr. Montgomery is also the Founding Manager and President
of OraCeutical LLC, an organization dedicated to the development of innovative
products and technologies for dentistry and consumer oral care. Oraceutical is
currently engaged by the Company to provide technology development services. Mr.
Montgomery's organizations have provided consulting services to and developed
products for companies including The Dial Corporation, Natural White, Virbac SA,
Zila Pharmaceuticals, ProHealth Laboratories, OPI Products, American Dental
Hygienics, Premiere Dental, and Boots PLC. Mr. Montgomery is also President of
IDEX Dental Sciences, Inc., an intellectual property holding firm established in
March 1996.

Peter Schechter

Mr.  Schechter  was  appointed  a director  of the  Company  in July  1999.  Mr.
Schechter  is a founder  of  Chlopak,  Leonard,  Schechter  and  Associates,  an
international  communications  consulting  firm.  Previously,  Mr. Schechter was
Managing  Director  in charge of  international  business  at the  Sawyer/Miller
Group,  specializing  in  the  management  of  international  financial  issues,
political  campaigns  and country  image  programs.  A graduate of the School of
Advanced  International  Studies at Johns Hopkins University,  Mr. Schechter has
lived in Europe and Latin  America and has  extensive  experience in the area of
governmental relations. He is fluent in six languages.

Bradford Peters

Mr.  Peters has been a director of the Company  since  December  1999. He is the
President of Blackfin Capital,  a privately held investment company based in New
York.  Prior to  founding  Blackfin  Capital,  from July 1993 to June 1998,  Mr.
Peters was with Morgan Stanley Private Wealth Management Group. Mr. Peters holds
an MBA degree from Duke University.

Harry Thompson

Mr.  Thompson has served as a director of the Company since December 1999. He is
currently  the  President of The Strategy  Group and Managing  Director of Swiss
Army  Brands,  Inc.,  where he has worked  since  1989.  Prior to  founding  The
Strategy Group,  Mr. Thompson served in senior  management of several core units
of the Interpublic  Group of Companies,  one of the world's leading  advertising
groups.  Mr.  Thompson also has served as either  manager or chairman of several
telecommunication  companies  of The Galesi  Group.  Mr.  Thompson  holds an MBA
degree from Harvard Business School.

Gerald Poch

Mr.  Poch has  served as a  director  of the  Company  since  May 2000.  He is a
Managing  Director and co-head of the venture funds and the private equity funds
managed  by  Pequot  Capital  Management,  Inc.  Previously,  Mr.  Poch  was the
chairman,  president,  and CEO of GE Capital Information Technology Solutions, a
technology  solutions  provider.   Prior  to  that,  Mr.  Poch  was  a  founder,
co-chairman  and  co-president  of AmeriData  Technologies,  Inc., a value-added
reseller  and systems  integrator  of hardware  and  software  systems,  and its
predecessor  companies  until its  acquisition  by GE Capital in 1996.  Mr. Poch
received  his  B.S.  from the  University  of  Connecticut  Honors  College  and
graduated cum laude with a J.D. from Boston University Law School.


                                       4
<PAGE>


Dr. Gasper Lazzara, Jr.

Dr. Gasper Lazzara, Jr. has served as a director of the Company since
2000. He served as Chairman of the Board and a director of the
Orthodontic Centers of America, Inc. ("OCA") from its inception in July 1994
through July 2000. He also served as Co-Chief Executive Officer of OCA from
September 1998 to July 2000, and he served as Chief Executive Officer of OCA
from July 1994 to September 1998. From 1989 to 1994, Dr. Lazzara served as
President or Managing Partner of certain predecessor entities of OCA. He is a
licensed orthodontist and, prior to founding OCA, maintained a private
orthodontic practice for over 25 years. He is a member of the American
Association of Orthodontists and is a Diplomat of the American Board of
Orthodontists.

Dennis F. Hightower

Mr. Hightower was named a director of the Company in March 2001. Most recently,
Mr. Hightower served as Chief Executive Officer of Europe Online Networks, SA,
from May 2000 to May 2001. Prior to that, he was a Professor of Management at
the Harvard Business School from July 1996 to May 2000. Previously, he was one
of the highest-ranking executives at Walt Disney, having served as President of
Walt Disney Television and Telecommunications, and President, Disney Consumer
Products for Europe, Middle East and Africa. His career includes positions with
Xerox, McKinsey & Co., General Electric, Mattel and Russell Reynolds. In
addition, he is a member of the Board of Directors of The Gillette Company,
Northwest Airlines, Pan Am Sat Corporation, Phillips Van-Huessen and the TJX
Companies. Mr. Hightower received his MBA from the Harvard Business School.

Significant Employees or Consultants

Dr. John W. Warner

Dr. Warner  accepted the position of Research and  Development  Director for the
Company  in May 1998.  Dr.  Warner is an  experienced  research  and  technology
consultant  and  entrepreneur  who was one of the  leading  contributors  to the
development of ophthalmic applications of laser technology. Dr. Warner leads the
Company's  assessment of existing  products and LATW  development  efforts.  Dr.
Warner has served as a consultant  to  Northwestern  University  in the areas of
technology development and  commercialization.  From March 1986 to December 1990
he was the founder and CEO of Taunton Technologies, Inc., a predecessor of VISX,
Inc.,  engaged in the business of  developing  and  manufacturing  Excimer laser
systems to perform ophthalmic surgery.

Salim A. Nathoo, D.D.S.

Dr. Nathoo was formerly employed by Colgate-Palmolive Co. as a Senior Researcher
from 1990 to 1998 and was a key member in the successful worldwide launch of the
Colgate  Whitening  program  during his tenure  there.  Dr.  Nathoo has lectured
globally on both the clinical and scientific aspects of teeth whitening,  and he
is recognized as one of the leading  authorities  on the subject.  Dr. Nathoo is
one of the founders of Oral Health Clinical Services, LLC. Dr. Nathoo holds both
a PhD and DDS from New York  University,  and has  published  over 40  papers in
major scientific journals.




                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who beneficially own more than 10 percent of a
registered class of the Company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than 10 percent shareholders are required by regulation of
the Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file.



                                       5
<PAGE>

Based solely upon its review of the copies of such forms furnished to it during
the fiscal year ended December 29, 2001, and representations made by certain
persons subject to this obligation that such filings were not required to be
made, the Company believes that all reports required to be filed by these
individuals and persons under Section 16(a) were filed in a timely manner,
except as follows: Form 4 report of Mr. Hausback filed June 13, 2001, to report
a transaction dated January 4, 2001; Form 4 report of Mr. Hightower dated May
17, 2001, to report a transaction dated March 6, 2001; Form 4 report of LCO
Invesments Limited filed May 24, 2001, to report a transaction dated January 4,
2001; Form 4 report of Ms. Oubre filed June 25, 2001, to report a transaction
dated January 2, 2001; Form 4 report of Ms. Oubre filed September 7, 2001, to
report a transaction dated July 26, 2001; Form 4 report of Mr. Reed filed June
25, 2001, to report a transaction dated January 2, 2001; and Form 4 report of
Mr. Schechter filed October 15, 2001, to report a transaction dated July 25,
2001.

Except as disclosed, the Company is not aware of any transactions in its
outstanding securities by or on behalf of any director, executive officer or 10
percent holder, which would require the filing of any report pursuant to Section
16(a) during the fiscal year ended December 29, 2001, that has not been filed
with the Securities and Exchange Commission.

ITEM 11.  EXECUTIVE COMPENSATION

The following Summary Compensation Table shows compensation paid by the Company
for services rendered during the fiscal year ended April 1, 2000 ("Fiscal
2000"), the nine-month transition period ended December 30, 2000 (the
"Transition Period"), and the fiscal year ended December 29, 2001 ("Fiscal
2001"), to John Reed, the Company's Chief Executive Officer, and to the
Company's four most highly compensated executive officers during Fiscal 2001.
Peter Hausback, the Company's CFO, commenced employment in April 2001.


                                       6
<PAGE>



                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                           Long Term
                                                                                         Compensation
                                                                                     ----------------------
                                                                     Annual
                                                                Compensation                Awards
                                                             --------------------    ----------------------
                                                                                          Securities
Name and                                                                                  Underlying
Principal Position                      Period                   Salary ($)                 Options
--------------------------     --------------------------    --------------------    ----------------------
<S>                            <C>                           <C>                          <C>      <C>
John Reed, CEO                 Fiscal 2001                   $    250,481                       0
                               Transition Period                  187,500                       0
                               Fiscal 2000                        201,923                 250,000   (1)

Paul Dawson                    Fiscal 2001                   $    210,000                       0
CEO, BriteSmile                Transition Period             $    150,000                       0
International, Ltd.            Fiscal 2000                        167,723                 320,000   (2)

Peter Hausback                 Fiscal 2001                   $    141,433                 150,000   (4)
Chief Financial
Officer(3)


Linda S. Oubre                 Fiscal 2001                   $    215,877                  30,000   (5)
President, Center              Transition Period                  148,958                       0
Division                       Fiscal 2000                        176,058                  25,000   (6)

Michael P. Whan                Fiscal 2001                   $    366,169                  50,000   (8)
President,                     Transition Period             $    428,987(9)              200,000  (10)
Worldwide                      Fiscal 2000                              0                       0
Marketing(7)
</TABLE>


     (1)  Options  vest  50,000  each year over 5 years  beginning  on March 24,
          2001.

     (2)  Mr. Dawson was granted  options to purchase  20,000 shares on November
          1, 1999,  which  options  vested on November 20, 2000,  and options to
          purchase  300,000  shares on April 19, 1999, of which 100,000  options
          vested immediately and the remainder vest 40,000 per year beginning on
          April 19, 2000.

     (3)  Peter Hausback  replaced Paul Boyer as the Company's  Chief  Financial
          Officer in April 2001.

     (4)  Mr. Hausback was granted options to purchase 150,000 shares on January
          4, 2001,  of which  50,000  vested in April 2001 and 20,000  vested in
          December  2001, and 80,000 of which vest over 5 years on December 1 of
          each year.

     (5)  Ms. Oubre was granted  options to purchase  30,000 shares on March 20,
          2001, which vested March 20, 2002.

     (6)  Options vested on November 1, 2000.

     (7)  Derek  Correia  replaced  Mr.  Whan in January  2002 as the  Company's
          Executive Vice President, Marketing.

                                       7
<PAGE>


     (8)  Mr. Whan was granted  options to purchase  50,000  shares on March 20,
          2001, which vested March 20, 2002, but which expired April 4, 2002.

     (9)  Mr.  Whan  received  $200,000  for  relocation   expenses  during  the
          transition period.

     (10) 100,000 of the options  granted vested  immediately  and the remainder
          vest 20,000 per year beginning on April 23, 2001. However,  all of Mr.
          Whan's options expired April 4, 2002.

The following table lists individual grants of stock options made during the
Company's last completed fiscal year as compensation for services rendered as an
officer of the Company:

                        OPTION GRANTS IN FISCAL YEAR 2001


<TABLE>
<CAPTION>
                                                                                                   Potential Realizable Value
                                                                                                   at Assumed Annual Rates of
                                                                                                    Stock Price Appreciation
                                                  Individual Grants                                     for Option Term
                         ---------------------------------------------------------------------    -----------------------------
                           Number of          % of Total
                           Securities           Options
                           Underlying         Granted to        Exercise or
                            Options          Employees in       Base Price       Expiration
Name                      Granted (#)           FY 2001          ($/Share)          Date                 5%           10%
---------------------    ---------------    ----------------    ------------    --------------    --------------   ------------
<S>                             <C>             <C>                 <C>             <C>              <C>           <C>
John L. Reed                    0                 N/A                N/A              N/A              N/A            N/A
Paul Dawson                     0                 N/A                N/A              N/A              N/A            N/A
Linda S. Oubre                30,000              2.2%              4.44            3-20-11          $   83,679    $  212,287
Michael P. Whan (1)           50,000              3.7%              4.44            4-04-02          $   11,100    $   22,200
Peter Hausback               150,000             11.1%              3.50            1-04-11          $  110,057    $  278,905
</TABLE>

     (1)  Derek Correia  replaced  Michael Whan as the Company's  Executive Vice
          President, Marketing in January, 2002.

                   AGGREGATED OPTION EXERCISES IN FISCAL YEAR
                       AND DECEMBER 29, 2001 OPTION VALUES

<TABLE>
<CAPTION>
                                                          Number of Securities
                                                         Underlying Unexercised           Value of Unexercised
                            Shares                             Options at                In the Money Options at
                         Acquired on       Value          December 29, 2001 (1)           December 29, 2001 (1)
Name                     Exercise (#)   Realized ($)    Exercisable/Unexercisable       Exercisable/Unexercisable
----                     ------------   ------------    -------------------------       -------------------------

<S>                         <C>          <C>                <C>       <C>                 <C>         <C>
John L. Reed                  0              0              600,000 / 400,000             $1,410,000/ $940,000

Paul Dawson                   0              0              200,000 / 120,000                      0/ 0

Linda S. Oubre              18,000       145,920            147,000 / 90,000               $378,200 / $60,000

Michael P. Whan (2)           0              0                    0 / 0                           0 / 0

Peter Hausback (3)            0              0               70,000 / 80,000               $ 94,500 / $108,000
</TABLE>

     (1)  Potential  unrealized  value is calculated as the fair market value at
          December 29, 2001 ($4.85 per share),  less the option  exercise price,
          times the number of shares.



                                       8
<PAGE>

     (2)  Derek  Correia  replaced  Mr.  Whan in January  2002 as the  Company's
          Executive Vice President, Marketing.

     (3)  Peter Hausback replaced Paul Boyer as Company CFO on April 2, 2001.

Compensation of Directors

Outside directors of the Company (non-employees) receive options to purchase
20,000 shares of common stock per year for each year during which they serve as
a director. The exercise price of such options is 100% of the fair market price
on the date of grant. Actual expenses incurred by outside directors are
reimbursed.

Employment Contracts and Termination of Employment Arrangements

Certain of the Company's executive officers whose compensation is required to be
reported in the Summary Compensation Table are parties to written employment
agreements with the Company as follows:

John Reed

Pursuant to a letter agreement between the Company and John Reed dated January
20, 1999, Mr. Reed agreed to serve as Chief Executive Officer of the Company.
The agreement provides that the Company will pay Mr. Reed $250,000 a year for
his services. Mr. Reed also received options to purchase 750,000 shares of the
Company's common stock at the closing price on the date of the agreement, of
which 550,000 have vested as of April 22, 2002. Mr. Reed's employment began
full-time and on location on June 2, 1999. On March 24, 2000, Mr. Reed was
granted options to purchase 250,000 shares of the Company's common stock at the
closing price on that date, of which 100,000 have vested as of April 22, 2002.

Paul Dawson

BriteSmile International, Ltd. entered into an employment agreement with Paul
Dawson on April 19, 1999. Under the terms of the agreement, Mr. Dawson has
served as Chief Executive Officer of BriteSmile International, a wholly-owned
subsidiary of the Company. The Company pays Mr. Dawson $16,666 per month for his
services. Mr. Dawson is eligible for a bonus based on the number of paid teeth
whitening procedures performed in a designated international area. The bonus
will be paid in cash and Common Stock of the Company. In addition, Mr. Dawson
received options to purchase 300,000 shares of the Company's common stock at the
closing price on the date of the agreement. Options to purchase 100,000 shares
vested on the date of the agreement. The remaining 200,000 options vest in equal
installments over five years.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 22, 2002, regarding
beneficial stock ownership of (i) all persons known to the Company to be
beneficial owners of more than 5% of the outstanding common stock; (ii) each
director or director nominee, and any other executive officer of the Company
whose compensation is required to be reported in this Proxy Statement, and (iii)
all officers and directors of the Company as a group. The percentages listed
below are calculated based on 36,404,461 shares of stock issued and outstanding.
Each of the persons in the table below has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned by them,
except as otherwise indicated.

                                       9
<PAGE>



<TABLE>
<CAPTION>
                                                                      Number of
                                                                       Shares        Percent of
                                                                    Beneficially     Outstanding
                        Name and Address                              Owned (1)      Shares (2)

                                            Executive Officers and Directors


<S>                                                                  <C>          <C>    <C>
                        Paul Dawson                                      467,397  (3)     1.3%
                        36 Fitzwilliam Place
                        Dublin 2, Ireland

                        Peter P. Hausback                                 70,000  (4)      *
                        490 North Wiget Lane
                        Walnut Creek, California 94598

                        Dr. Gasper Lazzara, Jr.                          559,096  (5)     1.5%
                        5000 Sawgrass Village Circle, Suite 28
                        Ponte Verda Beach, Florida 32082

                        R. Eric Montgomery                               519,149  (6)     1.4%
                        29 Fairview Road
                        P. O. Box 487
                        Monterey, Massachusetts 01245

                        Linda S. Oubre                                   222,746  (7)      *
                        490 North Wiget Lane
                        Walnut Creek, California 94598

                        Bradford Peters                                2,138,557  (8)     5.8%
                        Blackfin Capital, LLC
                        622 Third Avenue, 38th Floor
                        New York, New York 10017

                        Anthony M. Pilaro                             15,816,523  (9)    42.7%
                        36 Fitzwilliam Place
                        Dublin 2, Ireland


                        Gerald Poch                                    4,485,768  (10)   13.2%
                        Pequot Capital Management, Inc.
                        500 Nyala Farm Road
                        Westport, Connecticut 06880


                        John L. Reed                                   1,556,367  (11)    4.2%
                        490 North Wiget Lane
                        Walnut Creek, California 94598

                        Peter Schechter                                   60,712  (12)     *
                        Chlopak, Leonard, Schechter & Assoc.
                        3021 O Street, N.W.
                        Washington, D.C. 20007



                                       10
<PAGE>

                        Harry Thompson                                   151,918  (13)     *
                        169 E. 78th Street
                        New York, New York 10021

                        Dennis F. Hightower                              120,000  (14)     *
                        2600 Rock Creek Drive, N.W.
                        Washington, DC 20008-2704

                        Derek Correia                                     62,000  (15)     *
                        490 North Wiget Lane
                        Walnut Creek, California 94598

                        Stephen Miller                                   193,700  (16)     *
                        490 North Wiget Lane
                        Walnut Creek, California 94598

                        All  Officers  and  Directors  as a Group     26,783,933  (17)   66.9%
                        (13 persons)

                                                  5% Beneficial Owners

                        LCO Investments Limited                       15,816,523  (9)    42.7%
                        Canada Court
                        Upland Road
                        St. Peter Port
                        Guernsey
                        Channel Islands

                        Pequot Capital Funds                           4,485,768  (10)   13.2%
                        c/o Pequot Capital Management, Inc.
                        500 Nyala Farm Road
                        Westport, CT 06880

                        Andrew J. McKelvey                             2,138,557  (18)    5.9%
                        c/o Blackfin Capital, LLC
                        622 Third Avenue, 38th Floor
                        New York, New York 10017
</TABLE>

  * Constitutes less than 1%.

     (1)  Includes  any  options  or  warrants  to  purchase  shares  which  are
          presently exercisable or exercisable within 60 days.

     (2)  All  percentages  are  calculated  based upon a total number of shares
          outstanding which includes  [36,404,461]  shares of the Company issued
          and outstanding as of [April 22, 2002,] plus that number of options or
          warrants  presently  exercisable or exercisable  within 60 days by the
          named security holder.

     (3)  Consists of 227,397  shares  owned  beneficially,  options to purchase
          220,000  shares at $6.00 per share,  and  options to  purchase  20,000
          shares at $5.875 per share.

     (4)  Consists of options to purchase 70,000 shares at $3.50 per share.

     (5)  Consists of 392,395  shares held  indirectly  through OCAI Two Limited
          Partnership,  warrants to purchase  121,359 shares at $5.00 per share,
          options to purchase  20,000 shares at $9.25 per share,  and options to
          purchase 25,342 shares at $5.00 per share.



                                       11
<PAGE>

     (6)  Consists of 235,957  shares  owned  beneficially,  options to purchase
          20,000  shares at $1.75 per share,  options to purchase 33, 192 shares
          at $4.44 per share,  options to purchase  200,000  shares at $3.75 per
          share,  options to  purchase  20,000  shares at $2.50 per  share,  and
          options to purchase 10,000 shares at $5.00 per share.

     (7)  Consists  of 45,746  shares  owned  beneficially,  options to purchase
          122,000 shares at $1.75 per share,  options to purchase  25,000 shares
          at $5.875 per share,  and options to purchase  30,000  shares at $4.44
          per share.

     (8)  Consists of 1,704,584  shares held of record by Andrew J.  McKelvey in
          which Mr. Peters has an economic interest in any appreciation,  and in
          which he shares control over their  disposition,  warrants held by Mr.
          McKelvey or Brad Peters to purchase 382,055 shares at $5.00 per share,
          options  held by Mr.  Peters to  purchase  20,000  shares at 9.375 per
          share,  options to  purchase  21,918  shares at $2.50 per  share,  and
          options to purchase 10,000 shares at $5.00 per share.

     (9)  Consists of 8,339,026  shares owned of record and beneficially by LCO,
          1,498,900  shares  held  indirectly   through  PdeP  Tech  Limited,  a
          subsidiary  of LCO,  27,000  shares  held by AMP  Trust,  of which Mr.
          Pilaro is a  beneficiary,  3,000,000  shares held by LCP II Trust,  of
          which Mr. Pilaro's wife is a beneficiary, 1,000,000 shares held by ACP
          II Trust,  of which one of Mr.  Pilaro's  adult sons not living in Mr.
          Pilaro's  household is a beneficiary,  1,000,000 shares held by CAP II
          Trust,  of which  one of Mr.  Pilaro's  adult  sons not  living in Mr.
          Pilaro's  household is a  beneficiary,  292,800 shares held by various
          trusts of which CAP is a  co-trustee,  638,797  warrants  to  purchase
          shares at $5.00 per share held by LCO, and 20,000 warrants to purchase
          shares held by PdeP,  also  exercisable  at $5.00 per share.  LCO is a
          wholly  owned  subsidiary  of the ERSE Trust.  The sole trustee of the
          ERSE Trust is CAP. Mr. Pilaro, a director of the Company,  is Chairman
          of CAP. Mr. Pilaro disclaims  beneficial  ownership of the shares held
          by LCO, PdeP Tech Limited,  AMP Trust, LCP II Trust, ACP II Trust, CAP
          II Trust, and the trusts indicated above of which CAP is co-trustee.

     (10) Consists of 2,211,660  shares held of record by Pequot  Private Equity
          Fund II,  L.P.,  1,105,829  shares  held of record by Pequot  Partners
          Fund, L.P.,  1,105,829  shares held of record by Pequot  International
          Fund,  Inc.,  warrants held by Pequot  Private Equity Fund II, L.P. to
          purchase  178,554  shares at $5.00 per share,  warrants held by Pequot
          Partners  Fund,  L.P.  to purchase  89,277  shares at $5.00 per share,
          warrants held by Pequot  International  Fund,  Inc. to purchase 89,277
          shares at $5.00 per share, options held by Mr. Poch to purchase 20,000
          shares at $11.25 per share,  and options to purchase  25,342 shares at
          $5.00 per share.  Mr. Poch is a Managing  Director  of Pequot  Capital
          Management,  Inc.,  which holds voting and  dispositive  power for all
          share  held  of  record  by  the  Pequot  Funds.  Mr.  Poch  disclaims
          beneficial ownership of the shares held by the Pequot Funds, except to
          the extent of his pecuniary interest therein.

     (11) Consists of 805,461  shares owned  beneficially,  warrants to purchase
          100,906 shares at $5.00 per share,  options to purchase 550,000 shares
          at $2.50 per share,  and options to purchase  100,000  shares at $9.25
          per share.

     (12) Consists of 2,000  shares  owned  beneficially  in a Revocable  Living
          Trust,  options to purchase 20,000 shares at $11.25 per share, options
          to purchase 28,712 shares at $2.50 per share,  and options to purchase
          10,000 shares at $5.00 per share.

     (13) Consists of options to purchase  from LCO 100,000  shares at $1.50 per
          share,  options to purchase 20,000 shares at $9.375 per share, options
          to purchase 21,918 shares at $2.50 per share,  and options to purchase
          10,000 shares at $5.00 per share.

     (14) Consists of 100,000 shares owned  beneficially and options to purchase
          20,000 shares at $5.00 per share.



                                       12
<PAGE>

     (15) Consists of options to purchase 60,000 shares at $8.23 per share.

     (16) Consists  of 8,700  shares  owned  beneficially,  options to  purchase
          130,00 shares at $2.75 per share, options to purchase 25,000 shares at
          $5.875 per share,  and options to purchase  30,000 shares at $4.44 per
          share.

     (17) Includes  exercisable  options  and  warrants  to  purchase  3,557,743
          shares.

     (18) Consists of 1,704,584 shares held of record by Andrew J. McKelvey, and
          warrants held by Mr. McKelvey to purchase  382,055 shares at $5.00 per
          share,  options held by Mr. Peters to purchase  20,000 shares at 9.375
          per share,  options to purchase 21,918 shares at $2.50 per share,  and
          options to purchase 10,000 shares at $5.00 per share.


             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


LCO Properties Sublease

On December 1, 1999 the Company, as lessee, entered into an Agreement of
Sublease with LCO Properties, Inc., a Delaware corporation, as lessor. LCO
Properties, Inc. is affiliated with the Company's principal shareholder, LCO
Investments Limited ("LCO"). The Sublease covers approximately 4,821 square feet
of space located in the building known as 16-18 West 57th Street in the Borough
of Manhattan, New York City. The sublease term is for ten years and calls for
initial lease payments of $402,000 per year, subject to increase in the event of
increases in the rent payable under the parent lease for the property between
LCO Properties, Inc., and its lessor.

Stock Grants by Principal Shareholder

In 2001, the Company recorded non-cash compensation expense of $621,000 related
to the granting of 210,000 shares of Company common stock held by a principal
shareholder to two Company executives, an employee, and an outside consultant
for services performed on behalf of the Company.

Harry Thompson Consulting Agreement

In August 1999, Harry Thompson, a director of the Company, agreed to provide
marketing consulting services to the Company. In consideration for Mr.
Thompson's services to the Company, and pursuant to a letter agreement dated
August 17, 1999, the Company's principal shareholder, LCO granted Mr. Thompson
the right to purchase from LCO up to 100,000 shares of common stock of the
Company at a price of $1.50 per share. The option to purchase from LCO expires
on August 31, 2004.

Public Relations Services Agreement

On April 7, 1999, the Company entered into a Letter Agreement with Chlopak,
Leonard, Schechter and Associates ("CLS"), a public relations firm in
Washington, D.C. Pursuant to the agreement, CLS would provide public relations
advice and serve as communications counselors to the Company for consideration
of $23,000 per month, plus expenses. In January 2002, the agreement was modified
to reduce the payment to $10,000 per month. The agreement was entered into for a
minimum of six months, and remains in force. Peter Schechter, a director of the
Company, is one of three managing partners of CLS.

Oral Health Clinical Services Agreement

On March 24, 1999, the Company entered into a Consulting Agreement with Oral
Health Clinical Services, LLC, Salim A. Nathoo, and R. Eric Montgomery. Mr.
Montgomery is a director of the Company. Pursuant to the agreement, Oral Health,


                                       13
<PAGE>

Nathoo will devote their services to obtaining American Dental Association (ADA)
Certification for the BriteSmile 2000 Tooth Whitening Procedure. The term of the
contract is for two years or until ADA Certification, whichever is earlier. In
consideration for the services, the Company granted 75,000 stock options to Dr.
Nathoo, which have vested. The Company will grant up to 225,000 additional stock
options, of which the number and exercise price is dependent upon obtaining ADA
Certification, at the date the Certification is obtained. To date, certification
has not been obtained.

Oraceutical Agreement

On November 27, 2000, the Company entered into a Consulting Agreement with
Oraceutical, LLC. R. Eric Montgomery, a director of the Company, is the founding
Manager and President of Oraceutical. Pursuant to the agreement, Oraceutical
provides technology development services to the Company for various
light-activated teeth whitening products and procedures. In consideration for
its services, Oraceutical has been paid $25,000 a month, plus options to
purchase 200,000 shares of common stock, subject to vesting provisions,
exercisable at $3.75 per share.

EVL Lease Agreement

On December 29, 2000, as amended in February 2001 and March 2002, the Company
secured a lease line of credit of up to $15 million from Excimer Vision Leasing
L.P. ("EVL"). Anthony Pilaro, the Company's Chairman, serves as Chairman of EVL.
Effective June 30, 2001, CAP America Limited increased its ownership in EVL from
1.79% to 70% and CAP America Trust decreased its ownership interest from 78.21%
to 10%. On the same day, CAP America Limited was sold to LCO Investments, the
Company's major shareholder. The remaining 20% ownership interest in EVL is held
by persons unrelated to the Company.

CAP Advisers Line of Credit

In December 2001, as amended in March 2002, BriteSmile International, a
wholly-owned subsidiary of the Company, entered into Credit and Security
Agreements with CAP Advisers Limited which provides for a $2.5 million line of
credit facility to the Company and its subsidiary.

Additional Working Capital Guarantees

In March 2002 the Company received written commitments from certain existing
shareholders and directors of the Company to severally purchase, on or before
December 31, 2002, up to $4 million of additional shares of common stock of the
Company (or to otherwise secure, collateralize, or make available such funds to
the Company).




                                       14
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amended Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                BriteSmile, Inc.

                            By: /s/ John L. Reed
                                John Reed
                                Chief Executive Officer

                            By: /s/ Peter P. Hausback
                                Peter P. Hausback
                                EVP, Chief Financial Officer

                                Date:   April 29, 2002

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

Signature                                 Title                       Date

/s/ A.M. Pilaro                 Chairman of the Board            April 29, 2002
----------------------------    of Directors
Anthony M. Pilaro

/s/ John L. Reed               Chief Executive Officer           April 29, 2002
----------------------------   and Director (Principal
John L. Reed                   Executive Officer)


/s/Linda S. Oubre            Director                            April 29, 2002
----------------------------
Linda S. Oubre

                             Director                            April __, 2002
----------------------------
R. Eric Montgomery

                             Director                            April __, 2002
----------------------------
Gerald Poch

                             Director                            April __, 2002
----------------------------
Dr. Gasper Lazzara, Jr.

/s/ Brad Peters              Director                            April 29, 2002
----------------------------
Brad Peters

                             Director                            April __, 2002
----------------------------
Harry Thompson

/s/ Peter Schechter          Director                            April 29, 2002
----------------------------
Peter Schechter

                             Director                            April __, 2002
----------------------------
Dennis F. Hightower