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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    May 31, 2005   


                                BriteSmile, Inc.
             (Exact name of registrant as specified in its charter)


     Utah                          1-11064                     87-0410364 
(State or other                  (Commission                (I.R.S. Employer
jurisdiction of                 file number)               Identification No.)
incorporation)


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


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

                                 Not applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 425 under the Exchange Act (17 CFR
     240.14.a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

     The Board of  Directors of the  Corporation  accepted  the  resignation  of
Gerald A. Poch from the Company's  Board of  Directors,  effective May 31, 2005.
Mr. Poch was a nominee of Pequot  Capital,  a major  shareholder of the Company.
Mr. Poch had no  disagreements  with the Company,  its Board of Directors or its
management  in any matter  relating  to the  Company's  operations,  policies or
practices.





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  June 3, 2005
                                      BriteSmile, Inc.


                                      By:  /s/ KEN CZAJA                       
                                           Ken Czaja
                                           Chief Financial Officer