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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 2008
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission File No. 001-15975
 REMEDENT, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Nevada
    
    86-0837251(State or Other Jurisdiction 
Of Incorporation or Organization)
    
    (I.R.S. Employer Identification
Number)Xavier De Cocklaan 42, 9831 Deurle, Belgium
    
    N/A(Address of Principal Executive Offices)
    
    (Zip Code)
 011 32 9 321 70 80
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
  o þ




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REMEDENT, INC.
 FORM 10-Q INDEX
 Page NumberPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2008
(Unaudited) and March 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three Months
and Six Months Ended September 30, 2008 and September 30, 2007 (Unaudited)
    
    
    2Condensed Consolidated Statements of Comprehensive Income (Loss) for the
Three Months and Six Months Ended September 30, 2008 and September 30, 2007
(Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Six Months
Ended September 30, 2008 and September 30, 2007 (Unaudited)
    
    
    4Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4T. Controls and Procedures
    
    
    27PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29Signature Page
    
    
    31EX-31.1EX-31.2EX-32.1EX-32.2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30, 2008
    
    March 31, 2008(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,711,220
    
    
    $
    1,728,281Accounts receivable, net of allowance
for doubtful accounts of $29,109 at
September 30, 2008 and $32,181 at
March 31, 2008
    
    
    1,872,822
    
    
    
    1,902,920Inventories, net
    
    
    1,815,311
    
    
    
    1,360,709Prepaid expense
    
    
    1,883,754
    
    
    
    970,173Total current assets
    
    
    7,283,107
    
    
    
    5,962,083PROPERTY AND EQUIPMENT, NET
    
    
    863,178
    
    
    
    692,609OTHER ASSETS
    
    
    675,000
    
    
    
    675,000Patents, net
    
    
    339,144
    
    
    
    115,827TOTAL ASSETS
    
    $
    9,160,429
    
    
    $
    7,445,519LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Current portion, long term debt
    
    $
    41,005
    
    
    $
    58,583Line of Credit
    
    
    1,630,542
    
    
    
    779,718Accounts payable
    
    
    1,993,316
    
    
    
    2,002,439Accrued liabilities
    
    
    1,107,491
    
    
    
    781,737Income taxes payable
    
    
    11,299
    
    
    
    15,121Total current liabilities
    
    
    4,738,653
    
    
    
    3,637,598LONG TERM DEBT
    
    
    176,327
    
    
    
    94,754STOCKHOLDERS EQUITY:Preferred Stock $0.001 par value
(10,000,000 shares authorized, none
issued and outstanding)
    
    
    
    
    
    
    Common stock, $0.001 par value;
(50,000,000 shares authorized,
18,995,969 shares issued and
outstanding at September 30, 2008 and
March 31, 2008 )
    
    
    18,996
    
    
    
    18,638Additional paid-in capital
    
    
    22,988,450
    
    
    
    17,929,992Accumulated deficit
    
    
    (18,620,973)
    
    
    
    (14,263,113
    )Accumulated other comprehensive income
(loss) (foreign currency translation
adjustment)
    
    
    (186,024)
    
    
    
    27,650Total stockholders equity
    
    
    4,200,449
    
    
    
    3,713,167TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    9,160,429
    
    
    $
    7,445,519
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the three months ended
    
    For the six months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007Net sales
    
    $
    2,771,079
    
    
    $
    1,076,350
    
    
    $
    6,406,558
    
    
    $
    2,320,949Cost of sales
    
    
    785,453
    
    
    
    686,649
    
    
    
    2,054,877
    
    
    
    1,352,076Gross profit
    
    
    1,985,626
    
    
    
    389,701
    
    
    
    4,351,681
    
    
    
    968,873Operating ExpensesResearch and development
    
    
    47,415
    
    
    
    46,168
    
    
    
    172,373
    
    
    
    75,557Sales and marketing
    
    
    840,207
    
    
    
    282,553
    
    
    
    1,511,506
    
    
    
    385,793General and administrative
    
    
    1,273,723
    
    
    
    1,059,371
    
    
    
    2,404,036
    
    
    
    1,803,852Depreciation and amortization
    
    
    183,111
    
    
    
    70,150
    
    
    
    274,372
    
    
    
    135,784TOTAL OPERATING EXPENSES
    
    
    2,344,456
    
    
    
    1,458,242
    
    
    
    4,362,287
    
    
    
    2,400,986INCOME (LOSS) FROM OPERATIONS
    
    
    (358,830)
    
    
    
    (1,068,541
    )
    
    
    (10,606)
    
    
    
    (1,432,113
    )OTHER INCOME (EXPENSES)Warrants issued pursuant to
Distribution Agreement
    
    
    (4,323,207)
    
    
    
    
    
    
    
    (4,323,207)
    
    
    
    Interest expense
    
    
    (44,8366)
    
    
    
    (26,441
    )
    
    
    (80,180)
    
    
    
    (55,214
    )Interest income
    
    
    39,845
    
    
    
    90,233
    
    
    
    56,131
    
    
    
    91,625TOTAL OTHER INCOME (EXPENSES)
    
    
    (4,328,198)
    
    
    
    63,792
    
    
    
    (4,347,256)
    
    
    
    36,411NET LOSS
    
    $
    (4,687,028)
    
    
    $
    (1,004,749
    )
    
    $
    (4,357,862)
    
    
    $
    (1,395,702
    )LOSS PER SHAREBasic and fully diluted
    
    $
    (0.25)
    
    
    $
    (0.05
    )
    
    $
    (0.23)
    
    
    $
    (0.08
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and fully diluted
    
    
    18,968,717
    
    
    
    18,596,245
    
    
    
    18,804,164
    
    
    
    17,035,589
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the three months ended
    
    For the six months endedSeptember 30,
    
    September 30,(Unaudited)
    
    (Unaudited)2008
    
    2007
    
    2008
    
    2007Net Income (Loss)
    
    $
    (4,687,028)
    
    
    $
    (1,004,749
    )
    
    $
    (4,357,862
    )
    
    $
    (1,395,702
    )OTHER COMPREHENSIVE INCOME (LOSS):Foreign currency translation adjustment
    
    
    (241,266)
    
    
    
    (53,204
    )
    
    
    (213,674
    )
    
    
    (48,604
    )Comprehensive income (loss)
    
    
    (4,928,294)
    
    
    $
    (1,057,953
    )
    
    $
    (4,571,536
    )
    
    $
    (1,444,306
    )
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the six months endedSeptember 30,2008
    
    2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (4,357,862
    )
    
    $
    (1,395,702
    )Adjustments to reconcile net income (loss) to net cash used by operating activitiesDepreciation and amortization
    
    
    274,372
    
    
    
    135,784Inventory reserve
    
    
    (1,508
    )
    
    
    Allowance for doubtful accounts
    
    
    (3,072
    )
    
    
    7,521Stock based compensation
    
    
    176,850
    
    
    
    12,846Warrants issued pursuant to Distribution Agreement
    
    
    4,323,207
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    30,098
    
    
    
    752,589Inventories
    
    
    (454,602
    )
    
    
    (17,919
    )Prepaid expenses
    
    
    (913,581
    )
    
    
    (461,365
    )Accounts payable
    
    
    (9,123
    )
    
    
    67,364Accrued liabilities
    
    
    325,754
    
    
    
    83,718Income taxes payable
    
    
    (3,822
    )
    
    
    Net cash used by operating activities
    
    
    (113,279
    )
    
    
    (815,164
    )CASH FLOWS FROM INVESTING ACTIVITIESLong-term investments
    
    
    
    
    
    
    Purchases of patents
    
    
    
    
    
    
    (11,152
    )Purchases of equipment
    
    
    (329,755
    )
    
    
    (83,919
    )Net cash used by investing activities
    
    
    (329,755
    )
    
    
    (95,071
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from private placement
    
    
    
    
    
    
    5,898,241Proceeds from (principal payments on) capital lease note payable
    
    
    63,995
    
    
    
    (31,741
    )Proceeds from (repayments of) line of credit
    
    
    850,824
    
    
    
    (1,331,646
    )Net cash provided by financing activities
    
    
    914,819
    
    
    
    4,534,854NET (DECREASE) INCREASE IN CASH
    
    
    (28,225
    )
    
    
    3,624,619Effect of exchange rate changes on cash and cash equivalents
    
    
    11,164
    
    
    
    26,600CASH AND CASH EQUIVALENTS, BEGINNING
    
    
    1,728,281
    
    
    
    126,966CASH AND CASH EQUIVALENTS, ENDING
    
    $
    1,711,220
    
    
    $
    3,778,185Supplemental Information:Interest paid
    
    $
    65,010
    
    
    $
    23,376Income taxes paid
    
    $
    
    
    
    $
    Schedule of non-cash financing and investing activities:Warrants issued pursuant to Distribution Agreement
    
    $
    4,323,207
    
    
    $
    Shares issued as prepayment for goods
    
    $
    250,000
    
    
    $
    Shares issued for license
    
    $
    319,483
    
    
    $
    
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1.
    
    BACKGROUND AND ORGANIZATIONThe Company is a manufacturer and distributor of cosmetic dentistry products, including a full
line of professional dental and retail Over-The-Counter tooth whitening products which are
distributed in Europe, and recently in Asia and the United States. The Company manufactures many
of its products in its facility in Deurle, Belgium as well as outsourced manufacturing in China.
The Company distributes its products using both its own internal sales force and through the use
of third party distributors.2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOrganization and Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Remedent, Inc.
(formerly Remedent USA, Inc.), a Nevada corporation, and its five subsidiaries, Remedent N.V.
(Belgian corporation) located in Deurle, Belgium, Remedent Professional, Inc. (incorporated in
California) and a subsidiary of Remedent Professional Holdings, Inc., Remedent Asia Pte. Ltd, a
wholly-owned subsidiary formed under the laws of Singapore, Sylphar N.V. (incorporated in
Belgium as a wholly owned subsidiary on September 24, 2007), and Glamtech-USA, Inc. (a Delaware
corporation acquired effective August 24, 2008  see Note 3) (collectively, the Company).
Remedent, Inc. is a holding company with headquarters in Deurle, Belgium. Remedent Professional,
Inc. and Remedent Professional Holdings, Inc. have been dormant since inception. Remedent Asia
Pte. Ltd., commenced operations as of July 2005. All significant inter-company accounts and
transactions have been eliminated in the consolidated financial statements. Corporate
administrative costs are not allocated to subsidiaries.Interim Financial InformationThe interim consolidated financial statements of Remedent, Inc. and Subsidiaries (the Company)
are condensed and do not include some of the information necessary to obtain a complete
understanding of the financial data. Management believes that all adjustments necessary for a
fair presentation of results have been included in the unaudited consolidated financial
statements for the interim periods presented. Operating results for the six months ended
September 30, 2008, are not necessarily indicative of the results that may be expected for the
year ended March 31, 2009. Accordingly, your attention is directed to footnote disclosures found
in the Annual Report on Form 10-KSB for the year ended March 31, 2008, and particularly to Note
2, which includes a summary of significant accounting policies.Basis of PresentationThe Companys financial statements have been prepared on an accrual basis of accounting, in
conformity with accounting principles generally accepted in the United States of America. These
principles contemplate the realization of assets and liquidation of liabilities in the normal
course of business. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting
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periods. Actual results could differ from those estimates. These financial statements do not
include any adjustments that might be necessary if the Company is unable to continue as a going
concern.
 Revenue RecognitionThe Company recognizes revenue from product sales when persuasive evidence of a sale exists:
that is, a product is shipped under an agreement with a customer; risk of loss and title has
passed to the customer; the fee is fixed or determinable; and collection of the resulting
receivable is reasonably assured. Sales allowances are estimated based upon historical
experience of sales returns.Impairment of Long-Lived AssetsLong-lived assets consist primarily of patents and property and equipment. The recoverability of
long-lived assets is evaluated by an analysis of operating results and consideration of other
significant events or changes in the business environment. If impairment exists, the carrying
amount of the long-lived assets is reduced to its estimated fair value, less any costs
associated with the final settlement. As of September 30, 2008, management believes there was no
impairment of the Companys long-lived assets.Pervasiveness of EstimatesOn an on-going basis, the Company evaluates estimates and
judgments, including those related to revenue, bad debts, inventories, fixed assets, intangible
assets, stock based compensation, income taxes, and contingencies. Estimates are based on
historical experience and on various other assumptions that the Company believes reasonable in
the circumstances. The results form the basis for making judgments about the carrying vales of
assets and liabilities that are not readily apparent from other sources. Actual results could
differ from those estimates.Cash and Cash EquivalentsThe Company considers all highly liquid investments with maturities of three months or less to
be cash or cash equivalents.Accounts Receivable and Allowance for Doubtful AccountsThe Company sells professional dental equipment to various companies, primarily to distributors
 Worldwide. The terms of sales vary by customer, however, generally are 2% 10 days, net
30 days. Accounts receivable is reported at net realizable value and net of allowance for
doubtful accounts. The Company uses the allowance method to account for uncollectible accounts
receivable. The Companys estimate is based on historical collection experience and a review of
the current status of trade accounts receivable.InventoriesThe Company purchases certain of its products in components that require assembly prior to
shipment to customers. All other products are purchased as finished goods ready to ship to
customers.
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The Company writes down inventories for estimated obsolescence to estimated market value based
upon assumptions about future demand and market conditions. If actual market conditions are less
favorable than those projected, then additional inventory write-downs may be required. Inventory
reserves for obsolescence totaled $14,304 at September 30, 2008 and $15,812 at March 31, 2008.Prepaid ExpenseThe Companys prepaid expense consists of prepayments to suppliers for inventory purchases and
to the Belgium customs department, to obtain an exemption of direct VAT payments for imported
goods out of the European Union (EU). This prepayment serves as a guarantee to obtain the
facility to pay VAT at the moment of sale and not at the moment of importing goods at the
border. Prepaid expenses also include VAT payments made for goods and services in excess of VAT
payments received from the sale of products as well as amounts for other prepaid operating
expenses.Property and EquipmentProperty and equipment are stated at cost. Major renewals and improvements are charged to the
asset accounts while replacements, maintenance and repairs, which do not improve or extend the
lives of the respective assets, are expensed. At the time property and equipment are retired or
otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of
the applicable amounts. Gains or losses from retirements or sales are credited or charged to
income.The Company depreciates its property and equipment for financial reporting purposes using the
straight-line method based upon the following useful lives of the assets:
 Tooling
    
    3 YearsFurniture and fixtures
    
    4 YearsMachinery and Equipment
    
    4 Years
 PatentsPatents consist of the costs incurred to purchase patent rights and are reported net of
accumulated amortization. Patents are amortized using the straight-line method over a period
based on their contractual lives.Research and Development CostsThe Company expenses research and development costs as incurred.AdvertisingCosts incurred for producing and communicating advertising are expensed when incurred and
included in sales and marketing and general and administrative expenses. For the six month
periods ended September 30, 2008 and September 30, 2007, advertising expense was $184,727 and
$100,140, respectively.Income taxesIncome taxes are provided in accordance with Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes. Deferred taxes are recognized for temporary
differences in the bases of assets and liabilities for financial statement and income tax
reporting as well as for
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operating losses and credit carry forwards. A provision has been made for income taxes due on
taxable income and for the deferred taxes on the temporary differences. The components of the
deferred tax asset and liability are individually classified as current and non-current based on
their characteristics.
 Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.WarrantiesThe Company typically warrants its products against defects in material and workmanship for a
period of 18 months from shipment. Based upon historical trends and warranties provided by the
Companys suppliers and sub-contractors, the Company has made a provision for warranty costs of
$21,455 and $23,718 as of September 30, 2008 and March 31, 2008, respectively.Segment ReportingStatement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of
an Enterprise and RelatedInformation requires use of the management approach model for
segment reporting. The management approach model is based on the way a companys management
organizes segments within the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. The Companys
management considers its business to comprise one segment for reporting purposes.Computation of Earnings (Loss) per ShareThe Company computes net income (loss) per share in accordance with SFAS No.
128, Earnings per Share (SFAS 128). SFAS 128 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common shareholders
 (numerator) by the weighted average number of common shares outstanding (denominator)
 during the period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period including stock options, using the treasury stock method,
 and convertible notes, using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares assumed
to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all
 dilutive potential common shares if their effect is anti-dilutive. Outstanding options
of 1,103,166 for the six month periods ended September 30, 2008 and 2007, respectively,
have been excluded from the above calculations as they would be anti-dilutive. Outstanding
 warrants for the three and six months ended September 30, 2008 and 2007 were 10,638,405
 and 7,270,026 warrants, respectively, have also been excluded from the above calculations
as they would be anti-dilutive.Conversion of Foreign CurrenciesThe reporting currency for the consolidated financial statements of the Company is the U.S.
dollar. The functional currency for the Companys European subsidiaries, Remedent N.V. and
Sylphar N.V., is the Euro, for Remedent Asia the Singapore Dollar. Finally, the functional
currency for Remedent Professional, Inc. and Glamtech-USA Inc. is the U.S. dollar. The Company
translates foreign currency statements to the reporting currency in accordance with FASB 52. The
assets and liabilities of companies whose functional currency is other that the U.S. dollar are
included in the consolidation by translating the assets and liabilities at the exchange rates
applicable at the end of the reporting period. The statements of income of such companies are
translated at the average exchange rates during the applicable period. Translation gains or
losses are accumulated as a separate component of stockholders equity.
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Comprehensive Income (Loss)
 The Company has adopted the provisions of Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS No. 130). SFAS No. 130 establishes standards for the
reporting and display of comprehensive income, its components and accumulated balances in a full
set of general purpose financial statements. SFAS No. 130 defines comprehensive income (loss) to
include all changes in equity except those resulting from investments by owners and
distributions to owners, including adjustments to minimum pension liabilities, accumulated
foreign currency translation, and unrealized gains or losses on marketable securities.The Companys only component of other comprehensive income is the accumulated foreign currency
translation consisting of losses of $213,674 and $48,604 the six month periods ended September
30, 2008 and September 30, 2007, respectively. These amounts have been recorded as a separate
component of stockholders deficit.Stock Based CompensationIn December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based
Payment. Subsequently, the Securities and Exchange Commission (SEC) provided for a phase-in
implementation process for SFAS No. 123R, which required adoption of the new accounting standard
no later than January 1, 2006. SFAS No. 123R requires accounting for stock options using a
fair-value-based method as described in such statement and recognize the resulting compensation
expense in the Companys financial statements. Prior to January 1, 2006, the Company accounted
for employee stock options using the intrinsic value method under APB No. 25, Accounting for
Stock Issued to Employees and related Interpretations, which generally resulted in no employee
stock option expense. The Company adopted SFAS No. 123R on January 1, 2006 and does not plan to
restate financial statements for prior periods. The Company plans to continue to use the
Black-Scholes option valuation model in estimating the fair value of the stock option awards
issued under SFAS No. 123R. The adoption of SFAS No. 123R has a material impact on the Companys
results of operations. For the six month periods ended September 30, 2008 and September 30,
2007, equity compensation in the form of stock options and grants of restricted stock totaled
$176,850 and $12,846 respectively.Accounting Policy Change and New Accounting Pronouncements(a) Adoption of New Accounting PolicyIn February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits
entities to choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been elected will be
reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15,
2007.The Company adopted the provisions of SFAS No. 159 on April 1, 2008. The adoption of SFAS No.
159 did not have a material impact on the companys financial
reporting.(b) New Accounting PronouncementsIn March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. This statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an
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entity uses derivative instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
and its related interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 (the Companys fiscal year beginning April 1, 2009), with early application
encouraged. This statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. Management is in the process of evaluating the impact the future
application of this pronouncement may have on its consolidated financial statements.In December 2007, the FASB issued SFAS No. 141 (Revised 2007) Business Combinations. SFAS 141
(Revised) establishes principles and requirements for how the acquirer of a business recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance
for recognizing and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. The guidance will become effective for the
Companys fiscal year beginning April 1, 2009. Management is in the process of evaluating the
impact SFAS 141 (Revised) will have on the Companys financial statements upon adoption.In February 2008, the FASB released FSP No. FAS 157-2. FSP No. FAS 157-2 defers the effective
date of SFAS 157, Fair Value Measurements, for one year for nonfinancial assets and
nonfinancial liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis. It does not defer recognition and disclosure requirements
for financial assets and financial liabilities, or for nonfinancial assets and nonfinancial
liabilities that are remeasured at least annually.In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51. SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation
of a subsidiary. The guidance will become effective for the Companys fiscal year beginning
April 1, 2009. Management is in the process of evaluating the impact SFAS 160 will have on the
Companys financial statements upon adoption.
 3. DISTRIBUTION AGREEMENT
 On August 24, 2008, the Company entered into a distribution agreement (the  Distribution
Agreement) with Den-Mat Holdings, LLC, a Delaware limited liability company (Den-Mat). Under
the terms of the Distribution Agreement, the Company:(a) appointed Den-Mat to be the sole and exclusive distributor to market, license and sell
certain products relating to the Companys GlamSmile tray technology, including, but not limited
to, its GlamSmile veneer products and other related veneer products (the Products), throughout
the world, with the exception of Australia, Austria, Belgium, Brazil, France (including
Dom-Tom), Germany, Italy, New Zealand, Oman, Poland, Qatar, Saudi Arabia, Singapore,
Switzerland, Thailand, and United Arab Emirates (collectively the Excluded Markets) and the
China Market; and(b) granted Den-Mat a sole and exclusive, transferable and sublicensable right and license to
use all intellectual property related to the Products throughout specified territory, as well as
certain rights in the excluded markets and rights in future intellectual property. Such rights
include the right to manufacture the Products upon payment of royalties for the initial three
year guaranty period (Guaranty Period). Upon the expiration of the Guaranty Period, as
detailed in the Distribution
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Agreement, the sole and exclusive distribution rights and licenses granted under the Agreement
automatically become non-exclusive distribution rights and licenses, and all rights to use the
GlamSmile name and mark shall cease unless the Guaranty Period is extended by Den-Mat under
the terms of the Distribution Agreement. Upon termination of the Distribution Agreement, all of
Den-Mats rights in the Companys intellectual property, including the right to manufacture the
Products shall cease.As consideration for such distribution, licensing and manufacturing rights, Den-Mat will pay the
Company: (i) an initial payment of $2,425,000 (received in the period ended September 30, 2008);
(ii) a payment of $250,000 for each of the first three contract periods in the initial Guaranty
Period, subject to certain terms and conditions; (iii) certain periodic payments as additional
paid-up royalties in the aggregate amount of $500,000; (iv) a payment of $1,000,000 promptly
after Den-Mat manufactures a limited quantity of Products at a facility owned or leased by
Den-Mat; (v) a payment of $1,000,000 promptly upon completion of certain training of Den-Mats
personnel; (vi) a payment of $ 1.000.000 upon the first to occur of (a)February 1, 2009 of (b)
the date thirty (30) days after den-Mat sells GlamSmile Products incorporating twenty thousand
(20,000) Units/Teeth to customers regardless of whether Den-Mat has manufactured such
Units/Teeth in a Den-Mat facility or has purchased such Units/Teeth from Remedent; (vii) certain
milestone payments; and (viii) certain royalty payments. Further, as consideration for Den-Mats
obligations under the Distribution Agreement, the Company agreed to, among other things:
(i) issue to Den-Mat or an entity to be designated by Den-Mat, warrants to purchase up to
3,378,379 shares of the Corporations common stock, par value $0.001 per share (the Warrant
Shares) at an exercise price of $1.48 per share, exercisable for a period of five years (the
Den-Mat Warrant) (issued in the period ended September 30, 2008); (ii) execute and deliver to
Den-Mat a registration rights agreement covering the registration of the Warrant Shares (the
Registration Rights Agreement); and (iii) cause its Chairman of the Board, Guy De Vreese, to
execute and deliver to Den-Mat a non-competition agreement.
 4. ACQUISITION OF GLAMTECH-USA, INC.
 On August 24, 2008, the Company entered into a Rescission Agreement with Glamtech-USA, Inc., a
Delaware corporation (Glamtech). The Company had previously granted Glamtech the exclusive
right to distribute its GlamSmile veneer products in the United States and Canada pursuant to an
Exclusive Distribution Agreement, dated April 10, 2008, and in the United Kingdom pursuant to an
Exclusive Distribution Agreement dated May 2008. Concurrently, the Company entered into a Stock
Purchase Agreement (the Stock Purchase Agreement) with each of the two Glamtech shareholders
(the Holders), for the purchase of all of Glamtechs outstanding common stock in exchange for:
(i) at the election of the Holders at any time within 6 months, to receive either, but not both,
(a) an aggregate of 1,000,000 restricted shares of our common stock (the Shares), or (b) 5
year warrants (the Warrants), valued at $1.48 per warrant, to purchase an aggregate of
1,247,216 restricted shares of the Companys common stock at an exercise price of $1.30 per
share (the Warrant Shares); and together with either the Shares or the Warrants, (ii) certain
limited royalty payments allocated to sales in the United States, Canada, and the United Kingdom
of the Products during the term of the Companys Distribution Agreement with Den-Mat Holdings
(Note 3).
 Subsequent to September 30, 2008, both Holders have elected to receive a total
of 1,000,000
restricted shares. The shares will be issued during the quarter ended December 31, 2008.
 The company has acquired GlamTech effective August 24, 2008 however, the cost of acquisition have
 not neen recorded as September 30, 2008 because they were not estimable. The costs related to the acquisition of Glamtech will be accounted for in the quarter ended December
31, 2008, using the purchase method.
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Pro forma (unaudited) information for the three months ended September 30, 2008 as if the
acquisition of Glamtech had occurred at June 30, 2008 is presented below. Comparative pro forma
information for the corresponding prior interim period is not provided because it is unavailable
since Glamtech was only incorporated on April 9, 2008:
 As presentedSeptember 30, 2008(unaudited)Revenue
    
    $
    2,771,079Loss from continuing operations
    
    $
    (358,830
    )Net loss
    
    $
    (4,687,028
    )Income (loss) per share
    
    $
    (0.25
    )
 5. PRIVATE PLACEMENT
 On June 25, 2007, the Company completed its private offering of 5,600,000 shares of its common
stock, par value $.001 per share at a purchase price of $1.25 per share (the Shares) and
warrants to purchase 4,200,000 shares of common stock, par value $.001 per share, at an exercise
price of $1.55 per share (the Warrants) to certain institutional and accredited investors, for
an aggregate purchase price of $7,000,000 (the Offering).Under the terms of the Offering, the Warrants are exercisable for a period of five years and
entitle the holder to purchase one share of restricted common stock (the Warrant Shares) for
$1.55 per Warrant Share. The Company also has the right to redeem the Warrants for $0.001 per
Warrant Share covered by the Warrants if the Shares trade on the OTC Electronic Bulletin Board
or similar market above $5.25 per share for 20 consecutive trading days following the initial
effective date of the registration statement covering the resale of the Shares and Warrant
Shares, based upon the closing bid price for the Shares for each trading day (the Redemption
Right). Once the Redemption Right vests, the Company has the right, but not the obligation, to
redeem the Warrants for $0.001 per Warrant Share covered by the Warrants upon 30 days written
notice to the holders of the Warrants.Under the terms of the Purchase Agreement and the Registration Rights Agreement, the Company was
required to prepare and file with the Securities and Exchange Commission (the Commission) a
registration statement covering the resale of the Shares and the Warrant Shares. The Company
agreed to prepare and file a registration statement covering the resale no later than 30 days
after the Closing. The registration statement became effective October 23, 2007.The Company engaged Roth Capital Partners, LLC, as its exclusive agent to offer the Shares and
Warrants (the Placement Agent). The Placement Agent is entitled to a fee equal to ten percent
(10%) of the gross proceeds derived from the Offering, of which the Placement Agent may, at its
option, receive up to 2% of its 10% fee in securities issued in the Offering. Further, the
Company agreed to pay the Placement Agent 5% of the exercise price of the Warrants promptly
following the Companys receipt thereof. In addition, the Company agreed to reimburse the
Placement Agent for its out-of-pocket expenses related to the Offering, including an up front
payment of $25,000 to cover such expenses, of which any unused amount will be netted against the
Placement Agents 10% fee.
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As of September 30, 2008, the total costs of this private placement were $1,235,223, comprising
of: commissions of $762,505; out-of-pocket costs of $25,000; professional fees of $375,738 and
direct travel costs of $71,980; and have been recorded against share capital as a cost of
financing.The Offering was conducted in reliance upon an exemption from registration under the Securities
Act of 1933, as amended (the Securities Act), including, without limitation, that under Section
506 of Regulation D promulgated under the Securities Act. The Units were offered and sold by the
Company to accredited investors in reliance on Section 506 of Regulation D of the Securities.
 6. CONCENTRATION OF RISK
 Financial Instruments  Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of trade accounts receivable.Concentrations of credit risk with respect to trade receivables are normally limited due to the
number of customers comprising the Companys customer base and their dispersion across different
geographic areas. At September 30, 2008 one customer accounted for 53% of the Companys trade
accounts receivable. The Company performs ongoing credit evaluations of its customers and
normally does not require collateral to support accounts receivable.Purchases  The Company has diversified its sources for product components and finished goods
and, as a result, the loss of a supplier would not have a material impact on the Companys
operations. For the six month period ended September 30, 2008, the Company had five suppliers
who accounted for a total of 24% of gross purchases. For the six month period ended June 30,
2007, the Company had five suppliers who accounted for a total of 29% of gross purchases.Revenues  For the six months ended September 30, 2008 the Company had five customers that
accounted for 55% of total revenues. Out of these five customers, one accounted for 39% and
another accounted for 11% of total revenues.For the six month period ended September 30, 2007 the Company had five customers that accounted
for 32% of total revenues.
 7. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
 A summary of accounts receivable and allowance for doubtful accounts as of September 30, 2008 and
March 31, 2008 is as follows:
 September 30, 2008
    
    March 31, 2008Accounts receivable, gross
    
    $
    1,901,931
    
    
    $
    1,935,101Less: allowance for doubtful accounts
    
    
    (29,109
    )
    
    
    (32,181
    )Accounts receivable, net
    
    $
    1,872,822
    
    
    $
    1,902,920
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8. INVENTORIES
 Inventories are stated at the lower of cost (weighted average) or market. Inventory costs include
material, labor and manufacturing overhead. Individual components of inventory are listed below
as follows:
 September 30, 2008
    
    March 31, 2008Raw materials
    
    $
    23,722
    
    
    $
    29,788Components
    
    
    1,088,622
    
    
    
    970,101Finished goods
    
    
    717,271
    
    
    
    376,6321,829,615
    
    
    
    1,376,521Less: reserve for obsolescence
    
    
    (14,304
    )
    
    
    (15,812
    )Net inventory
    
    $
    1,815,311
    
    
    $
    1,360,709
 9. PREPAID EXPENSES
 Prepaid expenses are summarized as follows:
 September 30, 2008
    
    March 31, 2008Prepaid materials and components
    
    $
    1,154,651
    
    
    $
    588,639Prepaid Belgium income taxes
    
    
    
    
    
    
    79,060Prepaid consulting
    
    
    72,114
    
    
    
    62,237VAT payments in excess of VAT receipts
    
    
    69,985
    
    
    
    117,467Royalties
    
    
    35,758
    
    
    
    39,530Prepaid trade show expenses
    
    
    18,311
    
    
    
    25,276Prepaid rent
    
    
    11,511
    
    
    
    10,812Other
    
    
    21,424
    
    
    
    47,152$
    1,383,754
    
    
    $
    970,173
 10. PROPERTY AND EQUIPMENT
  September 30, 2008
    
    March 31, 2008Furniture and Fixtures
    
    $
    211,601
    
    
    $
    182,079Machinery and Equipment
    
    
    1,167,484
    
    
    
    801,251Tooling
    
    
    188,450
    
    
    
    254,4501,567,535
    
    
    
    1,237,780Accumulated depreciation
    
    
    (704,357
    )
    
    
    (545,171
    )Property & equipment, net
    
    $
    863,178
    
    
    $
    692,609
 11. LONG TERM INVESTMENTS AND ADVANCES
 Innovative Medical & Dental Solutions, LLC (IMDS, LLC)Effective July 15, 2007 the Company entered into a Limited Liability Company Merger and Equity
Reallocation Agreement (the Participation Agreement) through its subsidiary, Remedent N.V.
Pursuant to the terms of the Participation Agreement, the Company has acquired a 10% equity
interest in IMDS, LLC in consideration for $300,000 which was converted against IMDS
receivables.The agreement stipulates certain exclusive world wide rights to certain tooth whitening
technology, and the right to purchase at standard cost certain whitening lights and accessories
and to sell such lights in markets not served by the LLC. The terms of the Participation
Agreement also provide that Remedent N.V. has the first right to purchase additional equity.
Parties to the Participation Agreement include two officers of IMDS, LLC, and an individual who
is both an officer and director of Remedent Inc., and certain unrelated parties.
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IMDS, LLC is registered with the Secretary of the State of Florida as a limited liability
company and with the Secretary of the State of California as a foreign corporation authorized to
operate in California. IMDS, LLC is merging with White Science World Wide, LLC, a limited liability company organized
under the laws of the State of Georgia. The merged companies are operating as a single entity as
IMDS, LLC, a Florida limited liability company.
 Soca Networks Singapore (Soca)
 Pursuant to the terms of a letter of intent dated December 17, 2007, the Company has agreed to
purchase 20% of Soca for a total purchase price of $750,000. Half of the purchase price has been
advanced $375,000 to Soca as a down payment, pending completion of the agreement terms. The
balance of $375,000 is to be paid through the issuance of 220,588 shares of the Companys common
stock. The final agreement is currently being negotiated and management expects to close the
agreement within the first half of calendar 2009.
 12. LICENSED PATENTS
 Teeth Whitening PatentsIn October 2004, the Company acquired from the inventor the exclusive, perpetual license to two
issued United States patents which are applicable to several teeth whitening products currently
being marketed by the Company. Pursuant to the terms of the license agreement, the Company was
granted an exclusive, worldwide, perpetual license to manufacture, market, distribute and sell
the products contemplated by the patents subject to the payment of $65,000 as reimbursement to
the patent holder for legal and other costs associated with obtaining the patents, which was
paid in October 2004, and royalties for each unit sold subject to an annual minimum royalty of
$100,000 per year. The Company is amortizing the initial cost of $65,000 for these patents over
a ten year period and accordingly has recorded $26,000 of accumulated amortization for this
patent as of September 30, 2008. The Company accrues this royalty when it becomes payable to
inventory therefore as of September 30, 2008, a provision of $35,758 has been made for this
obligation (2007-Nil).Universal Applicator PatentIn September 2004, the Company entered into an agreement with Lident N.V. (Lident), a company
controlled by Mr. De Vreese, the Companys Chairman, to obtain an option, exercisable through
December 31, 2005, to license an international patent (excluding the US) and worldwide
manufacturing and distribution rights for a potential new product which Lident had been assigned
certain rights by the inventors of the products, who are unrelated parties, prior to Mr. De
Vreese association with the Company. The patent is an Italian patent which relates to a single
use universal applicator for dental pastes, salves, creams, powders, liquids and other
substances where manual application could be relevant. The Company has filed to have the patent
approved throughout Europe. The agreement required the Company to advance to the inventors
through Lident a fully refundable deposit of 100,000 subject to the Companys due diligence
regarding the enforceability of the patent and marketability of the product, which, if viable,
would be assigned to the Company for additional consideration to the inventors of 100,000
and an ongoing royalty from sales of products related to the patent equal to 3% of net sales
and, if not viable, the deposit would be repaid in full by Lident. The consideration the Company
had agreed to pay Lident upon the exercise of the option is the same as the consideration Lident
is obligated to pay the original inventors. Consequently, Lident would not have profited from
the exercise of the option. Furthermore, at a meeting of the Companys Board of Directors on
July 13, 2005, the Board accepted Lidents offer to facilitate an assignment of Lidents
intellectual property rights to the technology to the Company in exchange for the reimbursement
of
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Lidents actual costs incurred relating to the intellectual property. Consequently, when the
Company
exercises the option, all future payments, other than the reimbursement of costs would be paid
directly to the original inventors and not to Lident.On December 12, 2005, the Company exercised the option and the Company and the patent holder
agreed to revise the assignment agreement whereby the Company agreed to pay 50,000
additional compensation in the form of prepaid royalties instead of the 100,000 previously
agreed,  25,000 of which had been paid by the Company in September 2005 and the remaining
 25,000 to be paid upon the Companys first shipment of a product covered by the patent. As
of September 30, 2008 the Company has not yet received the final product.
The patent is being amortized over five (5) years and accordingly, the Company has recorded
$67,354 of accumulated amortization for this patent as of September 30, 2008.
 13. LINE OF CREDIT
 On October 8, 2004, our wholly owned subsidiary, Remedent N.V., obtained a mixed-use line of
credit facility with Fortis Bank, a Belgian bank, for 1,070,000 (the Facility). The
Facility was secured by a first lien on the assets of Remedent N.V. The purpose of the Facility
is to provide working capital to grow our business and to finance certain accounts receivable as
necessary. Since opening the Facility in 2004, Remedent N.V. and Fortis Bank have subsequently
amended the Facility several times to increase or decrease the line of credit. On May 3, 2005
the Facility was amended to decrease the line of credit to 1,050,000. On March 13, 2006 the
Facility was amended to increase the mixed-use line of credit to 2,300,000, consisting of a
1,800,000 credit line based on the eligible accounts receivable and a 500,000 general
line of credit. The latest amendment to the Facility, dated January 3, 2008, amended and
decreased the mixed-use line of credit to 2,050,000, to be used by Remedent NV and/or
Sylphar NV. Each line of credit carries its own interest rates and fees as provided in the
Facility. Remedent N.V. and Sylphar N.V. are currently only utilizing two lines of credit,
advances based on account receivables and the straight loan. As of September 30, 2008 and March
31, 2008, Remedent N.V. and Sylphar N.V. had in aggregate, $1,630,542 and $779,718 in advances
outstanding, respectively, under this mixed-use line of credit facility.
 14. LONG TERM DEBT
 On June 15, 2005, the Company entered into two five year capital lease agreements for
manufacturing equipment totaling 70,296 (US $85,231). On October 24, 2006, the Company
entered into another five year capital lease agreement for additional manufacturing equipment
totaling 123,367 (US $148,559). On May 15, 2008, the company entered into a third capital
lease agreement over a three year period for additional manufacturing equipment totaling 
63,395 (US $ 98,516).The leases require monthly payments of principal and interest at 7.43% of
1,258 (US$1,799,31 at September 30, 2008) for the first two leases and 9.72% of 2,276
(US$3,255 at September 30, 2008) and provide for buyouts at the conclusion of the five year term
of 2,820 (US$4,033) or 4.0% of original value for the first two contracts and 4,933 (US
$7,056) or 4.0 % of the original value for the second contract. The third lease contract
requires monthly payments of principal and interest at 9.40% of 1,909 (US $ 2,730 at
September 30, 2008) and provides for buyout at the conclusion of the three year term of 
633,95 (US $ 907) or 1% of the original value of this contract.
 The net book value as of September 30, 2008 and March 31, 2008 of the equipment subject to the
foregoing leases are $217,332 and $149,673, respectively.
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15. DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
 Borrowings from employees and entities controlled by officers of the Company are, unsecured,
non-interest bearing, and due on demand.Transactions with related parties consisted of the following:Compensation:
 During the six month periods ended September 30, 2008 and 2007 respectively, the Company
incurred $349,569 and $317,644 respectively, as compensation for all directors and officers.Sales Transactions:One of the Companys directors owns a minority interest in a client company, IMDS Inc., to which
goods were sold during the six months ended September 30, 2008 and 2007 totaling $41,035 and
$8,904 respectively. Accounts receivable with this customer as at September 30, 2008 and March
31, 2008 totaled $9,297 and $91,533 respectively.All related party transactions involving provision of services or tangible assets were recorded
at the exchange amount, which is the value established and agreed to by the related parties
reflecting arms length consideration payable for similar services or transfers.
 16. ACCRUED LIABILITIES
 Accrued liabilities are summarized as follows:
 September 30, 2008
    
    March 31, 2008Accrued employee benefit taxes and payroll
    
    $
    230,268
    
    
    $
    178,645Accrued Travel
    
    
    16,773
    
    
    
    17,667Advances and deposits
    
    
    343,400
    
    
    
    212,736Commissions
    
    
    252,181
    
    
    
    130,875Accrued audit and tax preparation fees
    
    
    3,529
    
    
    
    4,000Reserve for warranty costs
    
    
    21,455
    
    
    
    23,718Accrued interest
    
    
    1,593
    
    
    
    984Accrued consulting fees
    
    
    16,803
    
    
    
    35,204Other accrued expenses
    
    
    221,489
    
    
    
    177,908$
    1,107,491
    
    
    $
    781,737
 17. CAPITAL STOCK
 On July 11, 2008, the Company iissued 358,166 shares of restricted common stock as partial payment
of products and certain exclusivity rights  pursuant to the terms of that certain Distribution Agreement
dated as of  June 30, 2008, which was filed on a Form 8-K on July 7, 2008.  The value of the shares issued
was $569,483. The securities issued are exempt from the registration requirements of the Securities
Act of 1933, as amended,
pursuant to Sections 4(2), and Rule 506 of Regulation D of the Securities and Exchange Commission and from
various similar state exemptions.
 18. EQUITY COMPENSATION PLANS
 The Board of Directors and stockholders approved the Nonstatutory Stock Option Plan (the 2001
Plan) and adopted it on May 29, 2001. The Company has reserved 250,000 shares of its common
stock for issuance to the directors, employees and consultants under the Plan. The Plan is
administered by the Board of Directors. Vesting terms of the options range from immediately to
five years.Pursuant to an Information Statement on Schedule 14C mailed on May 9, 2005 to all stockholders
of record as of the close of business on February 1, 2005 and became effective June 3, 2005, the
Company authorized the implementation of a 2004 Incentive and Nonstatutory Stock Option Plan
(2004 Plan) reserving 800,000 shares of common stock for issuance to employees, directors and
consultants of the Company or any subsidiaries. This plan became effective as of June 3, 2005
after the Company had completed a one for twenty reverse split.
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2001 Plan
    
    
    2004 Plan
    
    
    OtherWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedOutstanding
    
    
    Average
    
    
    Outstanding
    
    
    Average
    
    
    Outstanding
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceOptions outstanding , March 31, 2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    730,666
    
    
    $
    4.46
    
    
    
    150,000
    
    
    $
    1.75Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options outstanding, September 30,
2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    730,666
    
    
    $
    4.46
    
    
    
    150,000
    
    
    $
    1.75Options exercisable September 30,
2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    383,999
    
    
    $
    4.46
    
    
    
    
    
    
    
    Exercise price range
    
    $
    1.00 to $4.00
    
    
    
    
    
    
    $
    1.50 to $4.00
    
    
    
    
    
    
    $
    1.75Weighted average remaining life
    
    3.53 years
    
    
    
    
    
    
        6.48 years
    
    
    
    
    
    
    8.98 yearsShares available for future issuance
    
    
    27,500
    
    
    
    
    
    
    
    69,334
    
    
    
    
    
    
    
    N/A
  Number of
    
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    
    
    
    
    remaining available forissued upon
    
    
    
    
    
    
    future issuance underexercise of
    
    
    Weighted-average
    
    
    equity compensationoutstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants
    
    
    outstanding options
    
    
    securities reflectedPlan Category
    
    and right
    
    
    warrants and rights
    
    
    in column (a))Equity Compensation Plans approved by security holders
    
    
    1,103,166
    
    
    $
    1.93
    
    
    
    96,834Equity Compensation Plans not approved by security holders
    
    
    297,298
    
    
    $
    1.50
    
    
    NA1,400,464
    
    
    $
    1.84
    
    
    
    96,834
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19. COMMON STOCK WARRANTS AND OTHER OPTIONS
  WeightedOutstanding
    
    
    Average ExerciseWarrants
    
    
    PriceWarrants and options outstanding , March 31, 2008
    
    
    7,260,026
    
    
    $
    1.67Granted
    
    
    3,378,379
    
    
    
    1.48Exercised
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Warrants exercisable September 30, 2008
    
    
    10,638,405
    
    
    $
    1.58Exercise price range
    
    $
    1.20 to $3.00Weighted average remaining life
    
    3.54 Years
  20. SEGMENT INFORMATION
   September 30, 2008
    
    
    September 30, 2007U.S. sales
    
    $
    3,904,368
    
    
    $
    113,834Foreign sales
    
    
    2,502,189
    
    
    
    2,207,115$
    6,406,557
    
    
    $
    2,320,949
 19




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##### Table of Contents



21. COMMITMENTS
    March 31, 2009
    
    $
    240,734March 31, 2010
    
    $
    76,896March 31, 2011
    
    $
    42,143Total:
    
    $
    359,773
     20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
  Overview
    21




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##### Table of Contents



Our Critical Accounting Policies
  22




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##### Table of Contents



Results of Operations
  For the three months ended
    
    For the six months endedSeptember 30,
    
    September 30,2008
    
    2007
    
    2008
    
    2007NET SALES
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %COST OF SALES
    
    
    28.34
    %
    
    
    63.80
    %
    
    
    32.07
    %
    
    
    58.26
    %GROSS PROFIT
    
    
    71.66
    %
    
    
    36.20
    %
    
    
    67.93
    %
    
    
    41.74
    %OPERATING EXPENSESResearch and development
    
    
    1.71
    %
    
    
    4.29
    %
    
    
    2.69
    %
    
    
    3.26
    %Sales and marketing
    
    
    30.32
    %
    
    
    26.25
    %
    
    
    23.59
    %
    
    
    16.62
    %General and administrative
    
    
    45.96
    %
    
    
    98.43
    %
    
    
    37.52
    %
    
    
    77.72
    %Depreciation and amortization
    
    
    6.61
    %
    
    
    6.52
    %
    
    
    4.28
    %
    
    
    5.85
    %TOTAL OPERATING EXPENSES
    
    
    84.60
    %
    
    
    135.49
    %
    
    
    68.09
    %
    
    
    103.45
    %LOSS FROM OPERATIONS
    
    
    (12.95
    )%
    
    
    (99.29
    )%
    
    
    (0.17
    )%
    
    
    (61.70
    )%Other income (expense)
    
    
    (156.24
    )%
    
    
    5.93
    %
    
    
    (67.86
    )%
    
    
    1.57
    %LOSS BEFORE INCOME TAXES
    
    
    (169.19
    )%
    
    
    (93.35
    )%
    
    
    (68.02
    )%
    
    
    (60.13
    )%NET INCOME (LOSS)
    
    
    (169.19
    )%
    
    
    (93.35
    )%
    
    
    (68.02
    )%
    
    
    (60.13
    )%
 Net Sales
   Cost of Sales
   23




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##### Table of Contents



Gross Profit
   Operating Expenses
 Research and Development
   Sales and marketing costs
   24




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##### Table of Contents



General and administrative costs
   Depreciation and amortization.
   Net interest and other expense
    25




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##### Table of Contents



Liquidity and Capital Resources
 Cash and Cash equivalent
  
  Operations
  Investing activities
  Financing activities
   26




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##### Table of Contents



Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
   Change in Internal Control Over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  27




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
      28




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission Of Matters To A Vote Of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 ExhibitNo
    
    Description3.1
    
    Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.2
    
    Amendment to Articles of Incorporation changing name from Jofran Confectioners
International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.3
    
    Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a
Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated
January 9, 1987 (1)3.4
    
    Amendment to Articles of Incorporation changing name from Cliff Graphics International,
Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated
March 8, 1995 (1)3.5
    
    Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a
Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated
November 20, 1997 (1)3.6
    
    Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions, Inc.,
a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation, dated
August 18, 1998 (1)3.7
    
    Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc.,
a Nevada corporation, to Remedent , Inc., dated October 5, 1998 (1)3.8
    
    Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to
Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2)3.9
    
    Amended and Restated Bylaws (2)4.1
    
    Specimen of Stock Certificate (3)4.2
    
    Form of Subscription Agreement (4)4.3
    
    Form of Warrant for Common Stock (4)4.4
    
    Form of Registration Rights Agreement (4)4.5
    
    Form of Warrant for Unit (5)4.6
    
    Form of Warrant for Common Stock (6)4.7
    
    Form of Warrant dated August 24, 2008 for Den-Mat Holdings, LLC (7)
 29




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##### Table of Contents



ExhibitNo
    
    Description4.8
    
    Form of Stock Purchase Agreement dated August 24, 2008 entered into in connection with the
Rescission Agreement dated August 24, 2008 by and between Remedent, Inc., Remedent N.V.
and Glamtech-USA, Inc. (7)10.1
    
    Distribution, License and Manufacturing Agreement, dated August 24, 2008, by and between
Remedent, Inc., Remedent N.V. and Den-Mat Holdings, LLC (7)10.2
    
    Form of Registration Rights Agreement dated August 24, 2008 between Remedent, Inc. and
Den-Mat Holdings, LLC (7)10.3
    
    Rescission Agreement, dated August 24, 2008, by and between Remedent, Inc., Remedent N.V.
and Glamtech-USA, Inc. (7)10.4
    
    Distribution Agreement, dated June
30, 2008, by and between Remedent, Inc.
and SensAble Technologies, Inc. (8)31.1
    
    Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.*31.2
    
    Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.*32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.*32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.*
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July
24, 2002.(2)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.(3)
    
    Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.(4)
    
    Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005.(5)
    
    Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005.(6)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 27, 2007.(7)
    
    Incorporated by reference from Form 8-K filed with the SEC on August 28, 2008.(8)
    
    Incorporated by reference from Form 8-K filed with the SEC on
July 7, 2008. 30




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SIGNATURES
  REMEDENT, INC.Date: November 19, 2008
    By:

/s/
Robin ListName:
    Robin ListTitle:
    Chief Executive Officer Date: November 19, 2008
    By:

/s/
Philippe Van AckerName:
    Philippe Van AckerTitle:
    Chief Financial Officer 31