Rightsmile, Inc. (RIGH)

[Burn Notice88]

Retiring the Motherload of Shares at Some Point?

Note the difference between the two types of shares (below):
Preferred vs. Common. Note one has a ticker symbol assigned,
the other does not.

All this gobbly talk about having more O/S than 30B = Bull.
(*Note the math and type of securities below, one with and one
without a ticker symbol assigned). It's easy to trace where Angel's shares are residing, in a yet to be named ticker.

More importantly, we peel the onion back
and understand why those 26 Bills were issued to Sal.

Now, the difference between the two types of securities (Preferred vs. Common):

Page 6
Beneficial Owners:
Name: Angel Stanz
Position: Chief Executive Officer
Securities Owned: 3,500,000 shares Series A Preferred

Name: Salvatore Tuzzolino
Position: Control Shareholder
Securities Owned: 26,655,792,728 shares common stock


Page 2
Item III:
Security Information
Trading Symbol: RIGH
Exact Title and Class of Securities Outs.: Common Stock
CUSIP: 76657X 10 3
Total Shares Auth. As of 12/31/2013: 30,000,000,000
Total Shares Issued as of 12/31/2013: 29,999,999,468
Total Shares Outstanding as of 12/31/2013: 29,999,999,468

Additional Class of Securities:
Trading Symbol: None.
Exact Title and Class of Securities Outs.: Series A Preferred Stock.
CUSIP: None .
Total Shares Auth. As of 12/31/2013: 5,000,000
Total Shares Issued as of 12/31/2013: 3,565,000
Total Shares Outstanding as of 12/31/2013: 3,565,000

http://www.otcmarkets.com/financialReportView...;id=121609

RIGH Security Details
Share Structure
Market Value1 $15,000,000 a/o Aug 22, 2014
Shares Outstanding 29,999,999,468 a/o Mar 31, 2014
Float 3,294,206,740 a/o Apr 09, 2012
Authorized Shares 30,000,000,000 a/o Mar 27, 2014
Par Value 0.001

..........................................
Now add Mr. Tuzzolino's common to the float:
26,655,792,728 + 3,294,206,740 = 29,949,999,468

^^^^^ Mr. Tuzzonlino's shares added to the float = the O/S. ^^^^^^

Why? Because All Other Shares (i.e., Angel's shares) are Preferred Shares in an 'yet to be named' ticker.

Those 26+ billion shares held by Sal are in the form of paper to maintain control of the company in case of any further bcap shenanigans.


Important Excerpts from the Q2/2014 Financials:

"In Q4 2012, the Company completed debt obligations that had been negotiated in the previous quarter. Upon completion, BG Medical reevaluated the relationship the company previously held with Baron Capital Enterprises (BCAP), a debt holder in the Company, and consultant to debt holders associated with the Company prior to the January 2012 reverse merger with BG Medical. Executive management concluded that financing commitments previously set forth by BCAP to BG Medical had not met expectations. As a result of an internal study examining historical transactions, management further alleged that ongoing actions by BCAP could cause irreparable harm to both Company and shareholders. To protect shareholder interests and future business interests, the Company sought to limit uncontrolled free trading shares from entering the marketplace from methodologies that that did not support business growth and/or shareholder earnings. Stopgap measures were put into place that limited corporate communications until a long-term strategy with sufficient resources had been established. The resultant lack of capital financing as previously planned, coupled with the presence of an unresolved capital financing relationship, created challenges for BG Medical in adhering to stated growth projections that were dependent upon capital support."

"Throughout 2013, the Company placed its focus on resolving market volatility allegedly resultant from a former financing relationship with Baron Capital Enterprises (BCAP) and its principals, an entity and individual(s) closely involved in providing past financing to the public entity prior to the 2012 reverse merger, and to a lesser degree, minor financing during the Q1 2012 and Q2 2012 post reverse merger period. BG Medical has no plans to enter into further debt arrangements with previous promissory note holders. The company wishes to distance itself from BCAP and remains committed to preserving shareholder value."

"As of Q4 2013, BG Medical successfully entered into capital agreements with a reputable finance firm to accelerate its proprietary technology development and to strengthen a market evaluation based on the Company’s future earning potential. BG Medical continues to seek accredited investors and respectable financial relationships to fulfill Company capital needs and growth development through its planned expansion."

"Upon facilitation of capital financing agreements erected in Q4 2013, new products and services for consumers and businesses are expected to resume development for enhancing the BudGenius software and data collection platform, including but not limited to, mobile app development, online transparency for laboratory workflow, marijuana genetics and strain mapping, marijuana heritage profiles to highlight sustained and exceptional farmer pedigree, business intelligence data gathering tools, consumer purchase pattern analysis, medical efficacy analysis, loyalty programs, portable diagnostic hardware for patients, and internal tools to optimize company workflow for the purpose of reducing cost of goods sold. A modified release schedule has not yet been determined."

"In 2009 through 2011 the Company entered into a series of promissory notes with Baron Capital Enterprise, Inc. The Company disputes the validity of the alleged obligations and claims damages against Baron Capital Enterprise, Inc. for, among other matters, material breach of contract."

As the Fins state, those 26+ billion shares held by Sal, are "Control Shares" (to maintain control of the company).

^^^^^And remember any legal action initiated by either company needs to be made public, and that hasn't happened . ^^^^^

...........................................

What Angel had to say about Sal's shares, further confirms the design of those control shares: “ New E-mail from Angel - 5/23/2014, 7:03PM

This is what was asked in a follow up to Angel,
Can you share your timeline thereafter for submitting the name/ticker change?

RE: Mr. Tuzzolino and the capital investment. We expected to see a line-item entry indicating the revenue received. $2.7M was suggested to me, based on the share conversion rate of 27 billion to .0001. That was not clear in the balance sheet...


Angel Stanz (BG Medical)
To Me
Today at 7:03 PM
BN,

I will be able to set timeline expectations more appropriately after I know that OTC has everything they need.

Your comments are not quite the correct thought path in regards to Tuzzolino. I will explain more in detail as relevant, but some information will unfold as future milestones are reached. Sal is integral to the engine. The turn around strategy that you are seeing occur is the result of significant planning laid down with Sal, myself, and others through generous portions of 2013. His interests are not short term, but rather are as long as my own. His background is M&A. His pedigree is Purdue and Duke, with the commensurate professional network that compliments this background and experience. This is all relevant to going forward plans.

Recall if you will the primary reasons behind the modified share structure. Sal is serving within the interests of the organization and shareholders, while furthering the strategies to limit outside harm. He is an ally.

I cannot tell you the end of chapter 20 while we are only finishing chapter 2. One, it would not make sense. Two, it would also spoil the ride. Business is dynamic and I will not be held to a publicly-stated strategy that will surely shift as the industry shifts with it. Apple is not going to reveal to shareholders what product they will produce in 2019, but I assure you, they are already working on it today. If they revealed this, competitors would eat them alive and destroy shareholder value. BG Medical is a public company, not an open-source company. In a general sense, protecting strategic information is good for company value and good for personal gains of shareholders. The Apple analogy applies to any well run company, public or otherwise. Granted, disclosures are important and these will absolutely continue as well as increase in frequency (as appropriate).

To this end, as time progresses I will key up more on strategy, opportunities, and industry markers. I will talk less on products to come, and more on products released. We will highlight more accomplishments, and discuss fewer promises. This is a shift away from "pink sheet conjecture" with a greater focus on "big board behavior". For who we are as a company, we had the wrong advisors clinging on in 2012, the remnants of a sordid RIGH past that I was not involved in. That era is over. The BGMT, BMED, or BUDG era is now set to begin. Of course we will engage in conversations about development, market share, and opportunity. We are still a young company with much growth ahead. Highlighting all of this is important to shareholders. Our DNA, who we are, and how we function, are key factors that differentiate our opportunity from others in the medical marijuana space. This dialogue will continue -- with you, with other shareholders, and publicly.

What can be seen today is progress. What can also be seen is new transparency. Publicly, we have now explained the dark period and why. The numbers mirror the story across all fronts (revenue, equity, structure). We have also announced the end of the dark period. I am communicating. The company is communicating. Our social media is communicating. The company status will be changed next week by OTC. Actions are ramping up.

.................... I held my tongue for many months so that we could tell the true story in the proper venue with proper strategies in play. I had no intent of engaging prematurely. I am patient. As a company, we are methodical. The squak-box-of-the-week has no affect on our future. Progress will tell our story and I feel no obligation to rush the ending (but if this gets any more preposterous, I'm going to buy a mal-tempered jack russell terrier for the office with a tin foil hat and name it "************" for posterity).

Much has been done, and there is more to come.

Enjoy your Memorial Day weekend. We are all looking forward to OTC Current early next week.

Warm Regards,
Angel Stanz, CEO
BG Medical Technologies, Inc.
RightSmile, Inc.
************@bgmedtech.com
[phone]”

………………………………………………………..
The above is all IMHO.