Rightsmile, Inc. (RIGH)

[Joefyffe]

Note 2 – Reverse Merger

RightSmile, Inc., a Nevada corporation (“RightSmile”), completed a reverse merger with BG Medical Technologies, Inc, on January 18, 2012 (the “Reverse”). Prior to the Reverse, RightSmile was engaged in the business of providing cosmetic teeth whitening products. RightSmile acquired 100% of the outstanding equity of BG Medical from its shareholders in exchange for an aggregate of 4,000,000 shares of Series A Preferred Stock and 200,000,000 shares of common stock of RightSmile issued to the holders of BG Medical common stock pro-rata to their ownership in BG Medical.

There are 4 wholly-owned subsidiaries of RightSmile which are registered in the state of Florida. These subsidiaries were renamed concurrent with the Reverse, as follows:

- RightSmile USA, Inc. was renamed to BG Medical Global, Inc.
- RightSmile Technologies, Inc. was renamed to BG Medical Systems, Inc.
- RightSmile R & D, Inc. was renamed to BG Medical Integrations, Inc.
- RightSmile Universal, LLC was renamed to BG Medical Group, LLC

None of the subsidiaries have any material operations at this time.

Upon closing of the Reverse, Randy Schneider, the Principal Executive Officer of RightSmile, resigned from all operating and directorship positions with the Company, while Aaron Stanz, the CEO of BG Medical Technologies, Inc., was elected as the new CEO and Director of RightSmile.