x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
UTAH
|
87-0410364
|
|
(State or other jurisdiction
of
incorporation or
organization)
|
(IRS employer
identification
no.)
|
7777 Glades Road, Suite
100
Boca Raton,
Florida
|
33434
|
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Large Accelerated
Filer ¨
|
|
Accelerated
Filer ¨
|
Non-accelerated
Filer ¨
|
|
Smaller Reporting
Company x
|
PART I. FINANCIAL
INFORMATION
|
|
|||
Item 1.
|
|
|
||
|
Condensed
Consolidated Balance Sheets (unaudited) as of March 28, 2009, and December
27, 2008
|
|
3
|
|
|
|
4
|
||
|
Condensed
Consolidated Statements of Cash Flows (unaudited) for the 13 week period
ended March 28, 2009, and March 29, 2008
|
|
5
|
|
|
|
6
|
||
Item 2.
|
|
|
11
|
|
Item 3.
|
|
|
13
|
|
Item 4.
|
|
|
13
|
|
PART II. OTHER
INFORMATION
|
|
|||
Item 1.
|
|
|
15
|
|
Item 1A.
|
|
|
15
|
|
Item 3.
|
|
|
20
|
|
Item 4.
|
|
|
20
|
|
Item 5.
|
|
|
20
|
|
Item 6.
|
|
|
21
|
Item 7.
|
|
Unregistered Sales
of Equity Securities and Use of Proceeds
|
|
21
|
FINANCIAL
STATEMENTS
|
|
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
|
|||
|
|
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
|
||||||||||||||||||
|
|
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
|
·
|
No
financial statements were created between June 1, 2008 and the
filing of bankruptcy in Jan 2009;
|
·
|
The
year ended on June 30, 2008, and was never
closed;
|
·
|
The
financial staff was furloughed in December 2008 and January
2009;
|
·
|
The
fixed asset reports provided, included leased assets as
owned;
|
·
|
No
attempt was made to close the January 2009
period.
|
|
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
|
|
—
|
|
Potentially dilutive
securities:
|
|
March
28, 2009
|
|
March
29, 2008
|
Options
|
|
—
|
|
188,750
|
Warrants
|
|
—
|
|
354,551
|
|
|
|||
Total
|
|
—
|
|
543,301
|
|
|
|
|
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
|
||||||
|
|
|
|
|
|
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
|
|||||||
|
|
|
|
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
QUALITATIVE AND QUANTITATIVE
DISCLOSURE ABOUT MARKET RISK
|
CONTROLS AND
PROCEDURES
|
•
|
Audit committee oversight of
financial reporting
|
•
|
Senior management oversight of
financial reporting
|
•
|
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
|
•
|
Ineffective process of identifying
and assessing risks within the
Company
|
LEGAL
PROCEEDINGS
|
RISK
FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF
PROCEEDS
|
DEFAULTS ON SENIOR
SECURITIES.
|
SUBMISSION OF MATTERS TO A VOTE OF
THE SECURITY HOLDERS.
|
OTHER
INFORMATION.
|
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.
|
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 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
|
|
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)
|
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
|
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)
|
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/ Jeffery
Nourse
|
Jeffery
Nourse
|
Principal Executive
Officer
|
|
||||||
Date: July 2,
2009
|
By:
|
/s/ James P.
Cullin
|
||||
James P.
Cullin
|
||||||
Principal Accounting
Officer
|
|
||||||
Date: July 2,
2009
|
By:
|
/s/
Jeffery Nourse
|
||||
Jeffery Nourse
|
||||||
Principal Executive
Officer
|