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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 7)*
 
BRITESMILE, INC.
 
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

110415205
 (CUSIP Number)

DECEMBER 28, 2007
 (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)
 
o
Rule 13d-1(c)
 
o
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 disclosures 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).
 
 
Page 1 of 9 Pages
 
 
CUSIP No. 110415205
 
 
     
1 Names of Reporting Person
I.R.S. Identification No. of above person		  
     
 
MicroCapital LLC
13-4103993
  
2 Check the Appropriate Box if Member of a Group (See Instructions)  
   
(a) o
   
(b) o
3 SEC Use Only  
     
     
4 Citizenship or Place of Organization  
     
  Delaware  
 
 5 Sole Voting Power
 
    
 
    —
Number of
 6 Shared Voting Power
Shares
    
Beneficially
    1,486,335
Owned by
 7 Sole Dispositive Power
Each Reporting
    
Person With
    —
 
 8 Shared Dispositive Power
 
    
     1,486,335
9
Aggregate Amount Beneficially Owned by Each Reporting Person
  
     
  1,486,335  
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
  13.81%  
12
Type of Reporting Person (See Instructions)
  
     
  IA  
 
 
Page 2 of 9 Pages
 
 
CUSIP No. 110415205
 
 
     
1 Names of Reporting Person
I.R.S. Identification No. of above person		  
     
 
Ian P. Ellis
  
2 Check the Appropriate Box if Member of a Group (See Instructions)  
   
(a) o
   
(b) o
3 SEC Use Only  
     
     
4 Citizenship or Place of Organization  
     
  U.K.  
 
 5 Sole Voting Power
 
    
 
    —
Number of
 6 Shared Voting Power
Shares
    
Beneficially
    1,486,335
Owned by
 7 Sole Dispositive Power
Each Reporting
    
Person With
    —
 
 8 Shared Dispositive Power
 
    
     1,486,335
9
Aggregate Amount Beneficially Owned by Each Reporting Person
  
     
  1,486,335  
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
  13.81%  
12
Type of Reporting Person (See Instructions)
  
     
  IN, HC  

 
Page 3 of 9 Pages
 
 
CUSIP No. 110415205
 
 
     
1 Names of Reporting Person
I.R.S. Identification No. of above person		  
     
 
MicroCapital Fund LP
52-2286453
  
2 Check the Appropriate Box if Member of a Group (See Instructions)  
   
(a) o
   
(b) o
3 SEC Use Only  
     
     
4 Citizenship or Place of Organization  
     
  Delaware  
 
 5 Sole Voting Power
 
    
 
    —
Number of
 6 Shared Voting Power
Shares
    
Beneficially
    304,252
Owned by
 7 Sole Dispositive Power
Each Reporting
    
Person With
    —
 
 8 Shared Dispositive Power
 
    
     304,252
9
Aggregate Amount Beneficially Owned by Each Reporting Person
  
     
  304,252  
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
  2.83%  
12
Type of Reporting Person (See Instructions)
  
     
  PN  
 
 
Page 4 of 9 Pages
 
 
CUSIP No. 110415205
 
 
     
1 Names of Reporting Person
I.R.S. Identification No. of above person		  
     
 
MicroCapital Fund Ltd.
  
2 Check the Appropriate Box if Member of a Group (See Instructions)  
   
(a) o
   
(b) o
3 SEC Use Only  
     
     
4 Citizenship or Place of Organization  
     
  Cayman Islands  
 
 5 Sole Voting Power
 
    
 
    —
Number of
 6 Shared Voting Power
Shares
    
Beneficially
    460,983
Owned by
 7 Sole Dispositive Power
Each Reporting
    
Person With
    —
 
 8 Shared Dispositive Power
 
    
     460,983
9
Aggregate Amount Beneficially Owned by Each Reporting Person
  
     
  460,983  
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
  
     
   
o
11
Percent of Class Represented by Amount in Row (9)
  
     
  4.37%  
12
Type of Reporting Person (See Instructions)
  
     
  OO  
 
 
Page 5 of 9 Pages
 
 
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:
623 Fifth Avenue, Suite 2502, New York, New York 10022
 
Managing Member’s principal place of business is located at:
623 Fifth Avenue, Suite 2502, New York, New York 10022
 
MicroCapital Fund LP’s principal place of business is located at:
623 Fifth Avenue, Suite 2502, New York, New York 10022
 
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 of Securities
 
Common Stock, par value $0.001 per share
 
 
(e)
CUSIP Number
 
110415205
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
Page 6 of 9 Pages
 
 
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
o
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)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned: 1,486,335.
 
(b)
Percent of class: 13.81%.
 
(c)
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote _______.
 
(ii)
Shared power to vote or to direct the vote 1,486,335.
 
(iii)
Sole power to dispose or to direct the disposition of _______.
 
(iv)
Shared power to dispose or to direct the disposition of 1,486,335.
 
Item 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 of 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
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in 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.
 
 
Page 7 of 9 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated December 28, 2007
 
  MICROCAPITAL LLC  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member  
     
  IAN P. ELLIS  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis  
     
  MICROCAPITAL FUND LP  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member, MicroCapital LLC, General Partner of MicroCapital Fund LP  
     
  MICROCAPITAL FUND LTD.  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member, MicroCapital LLC, Investment Adviser  
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
Page 8 of 9 Pages
 
 
EXHIBITA

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: December 28, 2007
 
  MICROCAPITAL LLC  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member  
     
  IAN P. ELLIS  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis  
     
  MICROCAPITAL FUND LP  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member, MicroCapital LLC, General Partner of MicroCapital Fund LP  
     
  MICROCAPITAL FUND LTD.  
     
  /s/ Ian P. Ellis  
  Ian P. Ellis, Managing Member, MicroCapital LLC, Investment Adviser  
 
 
Page 9 of 9 Pages