UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendments No. 3)*
BRITESMILE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class Securities)
110415205
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
CUSIP No. 110415205
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MicroCapital LLC
13-4103993
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]............................................................
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(b) .................................................................
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3. SEC Use Only..........................................................
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4. Citizenship or Place of Organization Delaware.....................
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Number of 5. Sole Voting Power .................................
Shares
Beneficially
Owned by
Each
Reporting
Person With:
6. Shared Voting Power 1,466,111......................
7. Sole Dispositive Power
8. Shared Dispositive Power 1,466,111.................
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,111
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 13.90%
12. Type of Reporting Person (See Instructions)
IA
CUSIP No. 110415205
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ian P. Ellis
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]....................................................
(b) .........................................................
3. SEC Use Only..................................................
4. Citizenship or Place of Organization U.K..................
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by
Each
Reporting
Person With:
6. Shared Voting Power 1,466,111
7. Sole Dispositive Power
8. Shared Dispositive Power 1,466,111
9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,466,111
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 13.90%
12. Type of Reporting Person (See Instructions)
IN, HC
CUSIP No. 110415205
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MicroCapital Fund LP
52-2286453
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]............................................................
(b) .................................................................
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
5. Sole Voting Power
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
6. Shared Voting Power 558,411
7. Sole Dispositive Power
8. Shared Dispositive Power 558,411
9. Aggregate Amount Beneficially Owned by Each Reporting Person 558,411
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.29%
12. Type of Reporting Person (See Instructions)
PN
CUSIP No. 110415205
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MicroCapital Fund Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]..........................................................
(b) ...............................................................
3. SEC Use Only
4. Citizenship or Place of Organization Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5. Sole Voting Power
6. Shared Voting Power 449,950
7. Sole Dispositive Power
8. Shared Dispositive Power 449,950
9. Aggregate Amount Beneficially Owned by Each Reporting Person 449,950
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 4.23%
12. Type of Reporting Person (See Instructions)
Item 1.
(a) Name of Issuer
BriteSmile, Inc.
(b) Address of Issuer's Principal Executive Offices
490 N. Wiget Lane
Walnut Creek, CA 94598
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) MicroCapital LLC, a Delaware
limited liability company and a registered investment adviser ("IA"),
(ii) Ian P. Ellis ("Managing Member"), (iii) MicroCapital Fund, LP, and
(iv) MicroCapital Fund Ltd. (collectively, the "Reporting Persons").
Managing Member controls IA by virtue of Managing Member's position as
managing member and majority owner of IA.
(b) Address of Principal Business office or, if None, Residence
IA's principal place of business is located at:
237 Park Avenue, 9th Floor, New York, New York 10017
Managing Member's principal place of business is located at:
237 Park Avenue, 9th Floor, New York, New York 10017
MicroCapital Fund LP's principal place of business is located at:
237 Park Avenue, 9th Floor, New York, New York 10017
MicroCapital Fund Ltd.'s principal place of business is located at:
c/o Citco Fund Services (Curacao) N.V., Kaya Flamboyan 9, Curacao,
Netherland Antilles
(c) Citizenship
Item 4 of each cover page is incorporated by reference.
(d) Title of Class Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number
110415205
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). (c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C.
78c).
(d) Investment company registered under section 8 of the Investment
Company Act (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E). (f) An employee benefit plan or endowment fund
in accordance with ss.
240.13d-1(b)(ii)(F).
(g) A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G).
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) Group in accordance with ss. 240.13d-1(b)(ii)(J).
Item 4. Ownership
Common Stock:
(a) Amount Beneficially Owned: 1,466,111
(b) Percent of Class: 13.90%
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote: 1,466,111
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose of or to direct the
disposition of: 1,466,111
tem 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class securities, check the following .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
IA, a registered investment adviser, and Managing Member, the majority
owner and managing member of IA, have the right or the power to direct
the receipt of dividends from Common Stock, and to direct the receipt
of proceeds from the sale of Common Stock to IA's investment advisory
clients. MicroCapital Fund LP owns more than 5% of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification:
(a) The following certification shall be included if the statement is
filed pursuant to ss. 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held I the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
Date: February 14, 2006
MICROCAPITAL LLC
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member
IAN P. ELLIS
/s/ Ian P. Ellis
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Ian P. Ellis
MICROCAPITAL FUND LP
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member, MicroCapital LLC,
General Partner of MicroCapital Fund LP
MICROCAPITAL FUND LTD.
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member, MicroCapital LLC,
Investment Adviser
EXHIBIT A
Identification and Classification of Members of the Group
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
EXHIBIT B
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
SIGNATURE
Date: February 14, 2006
MICROCAPITAL LLC
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member
IAN P. ELLIS
/s/ Ian P. Ellis
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Ian P. Ellis
MICROCAPITAL FUND LP
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member, MicroCapital LLC,
General Partner of MicroCapital Fund LP
MICROCAPITAL FUND LTD.
/s/ Ian P. Ellis
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Ian P. Ellis, Managing Member, MicroCapital LLC,
Investment Adviser