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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

SEC File Number:  1-11064
CUSIP Number:  110415205

(CHECK ONE): [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form
             N-SAR  [ ]Form N-CSR

                       For Period Ended: DECEMBER 28, 2002
                                -----------------
                 / / Transition Report on Form 10-K
                 / / Transition Report on Form 20-F
                 / / Transition Report on Form 11-K
                 / / Transition Report on Form 10-Q
                 / / Transition Report on Form N-SAR
                 For the Transition Period Ended:
                             -----------------------

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

                                BriteSmile, Inc.
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                            (Full Name of Registrant)

                                       N/A
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                           (Former Name if Applicable)

                              490 North Wiget Lane
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           (Address of Principal Executive Office (Street and Number))

                         Walnut Creek, California 94598
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                           (City, State and Zip Code)

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) [x]





         (a)  The reasons described in reasonable detail in Part III of this
              form could not be eliminated without unreasonable effort or
              expense;

         (b)  The subject annual report, semi-annual report, transition
              report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
              N-CSR, or portion thereof, will be filed on or before the
              fifteenth calendar day following the prescribed due date; or
              the subject quarterly report or transition report on Form 10-Q,
              or portion thereof
              will be filed on or before the fifth calendar day following the
              prescribed due date; and

         (c)  The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
N-CSR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

The annual report of the registrant on Form 10-K could not be filed because
management requires additional time to compile and verify the data required to
be included in the report. The report will be filed within fifteen days of the
date the original report was due.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

John Dong, Chief Financial Officer                        925-941-6260
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                 (Name)                                    (Area Code)
                                                        (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
    of 1940 during the preceding 12 months or for such shorter period that the
    registrant was required to file such report(s) been filed? If answer is no,
    identify report(s).
                                                                  [X] Yes [ ] No

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(3) Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [X] No


    If so, attach an explanation of the anticipated change, both narratively and
    quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.


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                                BriteSmile, Inc.
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                  (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the
    undersigned hereunto duly authorized.


    Date   3/28/03                     By  /s/ John Dong
          ------------                    ----------------------------
                                           John Dong, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other that an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

  ________________________________ATTENTION__________________________________

  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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