SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002
                                       or
          TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number: 001-15975
                               REMEDENT USA, INC.
                               ------------------
           (Name of small business issuer as specified in its charter)

NEVADA                                                86-0837251
------                                                ----------
(State  or  other  jurisdiction  of                   (I.R.S. Employer
incorporation  or  organization)                      Identification  Number)

1921  MALCOLM  AVE.,  #101
LOS  ANGELES,  CALIFORNIA                                        90025
-------------------------                                        -----
(Address of principal executive offices)                         (Zip code)

                                 (310) 922-5685
                                 --------------
                (Issuer's telephone number, including area code)


Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90 days. Yes [X] No [ ]

Number  of  shares  of issuer's common stock outstanding as of November 8, 2002:
28,736,558.

Transitional  Small  Business  Disclosure  Format (check one).  Yes [ ]   No [X]






<PAGE>
                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                               September 30, 2002
<TABLE>
<CAPTION>


     PART  I  -  FINANCIAL  INFORMATION


<S>                                                                                 <C>

                                                                                    PAGE
                                                                                    ----
Item 1.  Interim Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheets as of September 30, 2002 and March 31, 2002                2
Consolidated Statements of Operations for the Three and Six Month Periods Ended
  September 30, 2002 and September  30, 2001                                           3
Consolidated Statements of Cash Flows for the Six Month Period Ended
  September 30, 2002 and September 30, 2001                                            4
Consolidated Statements of Comprehensive Loss for the Three and Six Month Periods
  Ended September 30, 2002 and September 30, 2001                                      6
Notes to Interim Consolidated Financial Statements                                     7

Item 2.  Management's Discussion and Analysis  and Plan of Operation                  16

Item 3.  Controls and Procedures                                                      22

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                            24
Item 2.  Changes in Securities and Use of Proceeds                                    24
Item 3.  Defaults upon Senior Securities                                              25
Item 4.  Submission of Matters to Vote of Security Holders                            25
Item 5.  Other Information                                                            25
Item 6.  Exhibits and Reports on Form 8-K                                             25

Signatures                                                                            26

</TABLE>

                                        i


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.     INTERIM  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS (UNAUDITED)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

<S>                                                  <C>           <C>
ASSETS                                             September 30, 2002    March  31,  2002
                                                   ------------------    ----------------
                                                     (Unaudited)           (Audited)
-----------------------------------------------------------------------------------------
CURRENT  ASSETS

 Cash and cash equivalents                            $         -           $     31,940
 Accounts receivable, net                                 100,358                117,274
 Due from related party                                   123,250                109,050
 Inventories, net                                         112,124                 97,546
 Prepaid expense                                           19,352                 39,222
                                                     ------------           ------------
   TOTAL CURRENT ASSETS                                   355,084                395,032
Property & equipment, net                                  51,266                 60,502

Goodwill                                                  372,983                330,011

Other assets                                                    -                  2,499
                                                     ------------           ------------
   TOTAL ASSETS                                       $   779,333           $    788,044
                                                     ============           ============
LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

 Line of credit                                       $   197,705           $    137,866
 Accounts payable                                         214,393                310,163
 Due to related parties                                   223,011                153,715
 Accrued liabilities                                      263,980                346,017
 Net liabilities of Toothbrush Business to be sold        335,713                335,713
 Note payable                                             108,741                232,862
                                                     ------------           ------------
   TOTAL CURRENT LIABILITIES                            1,343,543              1,516,336
                                                     ------------           ------------
 Commitments and contingencies

SHAREHOLDERS' DEFICIT
 Common stock                                              36,071                 30,824
 Additional paid in capital                             4,457,131              4,000,194
 Accumulated deficit                                   (5,072,458)            (4,670,596)
 Stock subscription receivable                                  -                (77,848)
 Cumulative translation adjustment                         15,046                (10,866)
                                                     ------------           ------------
   TOTAL SHAREHOLDERS' DEFICIT                           (564,210)             (728,292)
                                                     ------------           ------------
   TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT        $   779,333           $   788,044
                                                     ============           ============
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        2
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

<S>                                   <C>           <C>           <C>           <C>
                                     FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                             SEPTEMBER 30,               SEPTEMBER 30,
                                           2002          2001          2002          2001
                                      ------------------------------------------------------
NET SALES                             $   312,417   $   150,855   $   808,025   $   172,158

COST OF SALES                             164,039        87,951       442,780       101,205
                                      ------------  ------------  ------------  ------------

GROSS PROFIT                              148,378        62,904       365,245        70,953

OPERATING EXPENSES
    Research and development               18,843        87,614        73,364       134,463
    Sales and marketing                    14,656        19,668        29,515        11,191
    General and administrative            356,217       365,111       641,976       685,914
    Depreciation and amortization           5,118         4,253        10,224         7,582
                                      ------------  ------------  ------------  ------------

TOTAL OPERATING EXPENSES                  394,834       476,646       755,079       839,150
                                      ------------  ------------  ------------  ------------

LOSS FROM OPERATIONS                     (246,456)     (413,742)     (389,834)     (768,197)

OTHER INCOME (EXPENSES)
    Interest/other income                  16,035           942        18,773         7,260
    Interest expense                      (11,896)      (24,138)      (30,801)      (39,013)
                                      ------------  ------------  ------------  ------------

TOTAL OTHER INCOME (EXPENSES)               4,139       (23,196)      (12,028)      (31,753)
                                      ------------  ------------  ------------  ------------

LOSS BEFORE INCOME TAXES                 (242,317)     (436,938)     (401,862)     (799,950)

    Income tax benefit (expense)                -             -             -             -
                                      ------------  ------------  ------------  ------------

NET LOSS                              $  (242,317)  $  (436,938)  $  (401,862)  $  (799,950)
                                      ============  ============  ============  ============

LOSS PER SHARE                        $     (0.01)  $     (0.03)  $     (0.01)  $     (0.05)
                                      ============  ============  ============  ============


WEIGHTED AVERAGE SHARES OUTSTANDING    35,865,724    15,561,065    34,232,437    15,062,018
                                      ============  ============  ============  ============
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        3
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

<S>                                                                              <C>         <C>
                                                                                For the Six Months Ended
                                                                                      September 30,
                                                                                    2002        2001
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITES
Net loss                                                                         $(401,862)  $(799,950)
Adjustments to reconcile net loss to net cash provided by operating
activities:
    Depreciation and amortization                                                   10,224       7,582
    Inventory reserve                                                                    -       7,425
    Stock for services and interest                                                  6,225     195,990
Changes in operating assets and liabilities:
    Accounts receivable                                                             33,405     (32,110)
    Inventories                                                                     (2,392)   (140,984)
    Prepaid expenses                                                                17,099     (43,228)
    Accounts payable                                                              (112,807)    209,136
    Accrued liabilities                                                             (5,005)    141,257
                                                                                 ----------  ----------
NET CASH USED FOR OPERATING ACTIVITIES                                            (445,103)   (454,882)

CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES
    Purchases of equipment                                                               -     (56,451)
    Other assets                                                                     2,499      (5,707)
    Notes to related parties                                                        69,348      51,701
                                                                                 ----------  ----------
NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                71,847     (10,457)

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES
    Note payments                                                                  (26,343)     (4,811)
    Proceeds from line of credit                                                    38,851           -
    Proceeds from sale of common stock                                             260,000     423,500
    Proceeds from notes and debentures                                                   -     120,000
    Subscription receivable                                                         83,430           -
    Payments to related parties                                                     (5,952)          -
                                                                                 ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                          349,986     538,689
                                                                                 ----------  ----------

NET DECREASE IN CASH                                                               (23,270)     73,350
    Effect of exchange rate changes on cash and cash equivalents                    (8,670)      4,847
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      31,940       7,686
                                                                                 ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                         $       -   $  85,883
                                                                                 ==========  ==========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


Supplemental  Non  Cash  Investing  and  Financing  Activities:

During  the  quarter  ended  June 30, 2002, the Company issued 637,916 shares of
common  stock  for  the  repayment  of  $84,406  in  accrued  expenses.
                                        4
<PAGE>
During  the  quarter ended June 30, 2002, the Company issued 1,810,000 shares of
common stock for the full settlement of $107,778 in notes payable and $10,000 in
accrued  interest.

During  the  quarter  ended  June 30, 2002, the Company issued 125,000 shares of
common  stock  for  the  repayment  of $10,000 in accounts payable indebtedness.

During  the  quarter ended September 30, 2001, the Company issued 126,600 shares
of  common  stock for the repayment of $31,650 in accounts payable indebtedness.

During  the  quarter  ended  June 30, 2001, the Company issued 148,642 shares of
common  stock  upon  the  conversion  of  a debenture for full settlement of the
$10,000  face  amount  and  $589  in  accrued  interest.

Supplemental  Information:                  For the Six Months Ended
                                                 September  30,
                                              2002            2001
                                              ----            ----
               Interest  paid               $15,039           $1,783
                                            =======           ======



    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
                                        5
<PAGE>
                       REMEDENT USA, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
      FOR THE THREE AND SIX MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

<S>                                          <C>         <C>         <C>         <C>
                                          FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                                  SEPTEMBER 30,                SEPTEMBER 30,
                                                2002        2001            2002       2001
                                                ----        ----            ----      ----
Net loss                                     $(242,317)  $(436,938)     $(401,862)  $(799,950)

Other comprehensive income(loss):
    Foreign currency translation adjustment     (6,374)      3,032         15,046       3,032
                                             ----------  ----------     ----------  ----------

Comprehensive loss                           $(248,691)  $(433,906)     $(386,816)  $(796,918)
                                             ==========  ==========     ==========  ==========
</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                        6
<PAGE>
                       REMEDENT USA, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.     General

The accompanying unaudited interim consolidated financial statements include the
accounts  of  Remedent USA, Inc. and subsidiaries (collectively, the "Company").
The  Company's  subsidiaries  are  1)  Remedent  N.V,  a manufacturer of  dental
equipment  hardware and a dental PEO (Professional Employer Organization), based
in  Ghent,  Belgium;  and  2)  Remedent  Professional,  Inc.,  a  Los  Angeles,
California  based  distributor of professional dental products 3 All significant
inter-company accounts and transactions have been eliminated in the consolidated
financial  statements.  The  interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  with  instructions  to  Form  10-QSB and Item 10 of
Regulation  S-B.  Accordingly,  they  do  not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements. In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been  included.  Operating  results  for  the  three and six month periods ended
September  30,  2002  are  not necessarily indicative of the results that may be
expected  for  the  fiscal year ending March 31, 2003.  For further information,
refer to the consolidated financial statements and footnotes thereto included in
the  Company's  annual report on Form 10-KSB for the fiscal year ended March 31,
2002.

2.  Summary  of  Significant  Accounting  Policies

Basis  for  Presentation

The  Company's  financial  statements  have been prepared on an accrual basis of
accounting,  in  conformity with accounting principles generally accepted in the
United  States.  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 generally accepted accounting principles
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 periods.  Actual results could differ
from  those  estimates.  The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

Principles  of  Consolidation

All  inter-company  balances  and  transactions  have  been  eliminated  in
consolidation.  Corporate  administrative  costs  are  not  allocated  to
subsidiaries.


                                        7
<PAGE>

Reclassifications

These  financial  statements reflect certain reclassifications made to the prior
period  balances  to  conform  with  the  current  year  presentation.

Revenue  Recognition

Sales are recorded when products are shipped to customers. and when services are
performed  by  dentists  who  have  been  placed  pursuant  to  our  dental PEO.
Provisions  for  discounts  and  rebates  to  customers,  estimated  returns and
allowances,  and  other  adjustments  are  provided  for in the same period that
related  sales  are  recorded.
Impairment  of  Long-Lived  Assets

Long-lived assets consist primarily of property and equipment and goodwill.  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,  2002,  management  believes  there  was  no
impairment  of  the  Company's  long-lived  assets.
Pervasiveness  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period. The significant estimates made in the preparation of the
consolidated financial statements relate to the assessment of the carrying value
of  accounts receivable, inventories and estimated provision for returns. Actual
results  could  differ  from  those  estimates.

Cash  and  Cash  Equivalents

The  Company  considers  all  highly liquid investments with maturities of three
months  or  less  to  be  cash  or  cash  equivalents.

Accounts  Receivable

The  Company  sells  professional  dental  equipment  and provides leased dental
employee  services  to  various  companies  and  dental  clinics,  primarily  to
distributors  located  in  the  European  Union.  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.
As  of September 30, 2002 and March 31, 2002 the allowance for doubtful accounts
was  $0.  The  Company  uses  the  allowance method to account for uncollectable
accounts  receivable.  The  Company's estimate is based on historical collection
experience  and  a  review  of  the current status of trade accounts receivable.


                                        8
<PAGE>

Computation  of  Earnings  Per  Share

The  Company  calculates Income (Loss) per Share in accordance with Statement on
Financial  Accounting  Standard ("SFAS") 128. Basic net income (loss) per common
share  is  computed  by  dividing  net  income  (loss)  attributable  to  common
stockholders  by  the  weighted  average  number  of  shares  of  common  stock
outstanding  during the period.  Net income (loss) per common share attributable
to  common  stockholders assuming dilution is computed by dividing net income by
the  weighted  average  number  of  shares  of common stock outstanding plus the
number  of  additional  common  shares  that  would have been outstanding if all
dilutive  potential  common  shares  had  been  issued.  Potential common shares
related  to  stock  options and stock warrants are excluded from the computation
when  their  effect  is  antidilutive.

Common  shares related to stock options and stock warrants that are antidilutive
amounted  to  7,469,000  and 3,344,000 for the three and six month periods ended
September  30,  2002  and  2001,  respectively.

Conversion  of  Foreign  Currencies

The  reporting currency for the consolidated financial statements of the Company
is  the  U.S.  dollar.  The  functional  currency  for  the  Company's  European
subsidiary,  Remedent  N.V.,  is  the Euro. The functional currency for Remedent
Professional,  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 than 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  and  cash  flows  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. The Company has not
tax-effected  the  cumulative translation adjustment as there is no intention to
remit  the  earnings.

Impact  of  New  Accounting  Standards

Statement  of  Financial  Standards ("SFAS") Nos. 141 "Business Combinations" is
effective  for  business  combinations after June 30, 2001. It requires that the
"purchase method" of accounting be used to account for all business combinations
and  specifies  criteria  for  an  acquired  intangible  asset  to be recognized
separately  from  goodwill.  SFAS  No. 142 is effective for financial statements
beginning  after  December  15,  2000.  It  requires  that goodwill no longer be
amortized, but tested for impairment on an annual basis. The Company adopted the
provisions  of  SFAS  Nos. 141 and 142 for the fiscal year ended March 31, 2002.

In  August  2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS  143  establishes  accounting  standards for recognition and
measurement of a liability for the costs of asset retirement obligations.  Under
SFAS  143,  the  costs of retiring an asset will be recorded as a liability when
the retirement obligation arises, and will be amortized to expense over the life
of  the  asset. We do not expect any effect on our financial position or results
of  operations  from  the  adoption  of  this  statement.

                                        9
<PAGE>

SFAS 144 establishes a single accounting model for the impairment or disposal of
long-lived  assets,  including discontinued operations. SFAS 144 superseded SFAS
121  and  APB Opinion No. 30, "Reporting the Results of Operations-Reporting the
Effects  of  Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently  Occurring Events and Transactions." The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted,  and  in general are to be applied prospectively. The Company adopted
SFAS  144  effective  April 1, 2002, which did not have a material impact on its
consolidated  results  of  operations  or  financial  position.

In June 2002, the  FASB  issued SFAS 146,  "Accounting for Costs Associated with
Exit  or  Disposal  Activities,"  which  nullifies  EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002  and  requires  that  a  liability  for  a  cost associated with an exit or
disposal  activity  be recognized when the liability is incurred, in contrast to
the  date  of  an entity's commitment to an exit plan, as required by EITF Issue
94-3.  The  Company  will  adopt the provisions of SFAS 146 effective January 1,
2003.

3.     Due  from  Related  Parties

On  February  12,  2002,  Remedent  NV entered into a loan agreement for 125,000
Euros (US$ 123,250 at September 30, 2002) , with a company owned and operated by
Guy  De  Vreese, a Company officer. The agreement was entered into in connection
with  a  line  of  credit  established with the Bank Brussel Lambert ("BBL") for
250,000  Euros  (US  $246,500)  (see  Note  10).  Due to the insufficient assets
maintained  by  the  Company as of inception date of the line of credit, the BBL
imposed  two  requirements  for  the  extension  of  credit:  (1)  Mr. De Vreese
personally guarantee the line of credit, and (2) the related party company owned
by  Mr.  De  Vreese repay its existing line of credit in full. As such, the loan
received  was  partially  utilized  to  repay the existing related party line of
credit.  Repayment  of the loan will occur upon the Company's ability to provide
sufficient  assets  to  replace  the  personal  guarantee  of  Mr.  De  Vreese.

4.     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,         March 31,
                                              2002                 2002

           Raw materials                $       82,410     $         5,270
           Finished goods                       34,644              96,638
           Less inventory reserve               (4,930)             (4,362)
                                        ---------------    ----------------

           Inventories, net             $      112,124     $        97,546
                                        ================   ================

                                       10

<PAGE>


5.  Property  and  Equipment

Property  and  equipment  are  summarized  as  follows:


<TABLE>
<CAPTION>

<S>                                               <C>               <C>
                                                  September 30,     March 31,
                                                      2002            2002

                   Machinery and equipment        $  3,548          $ 3,548
                   Tooling                          49,782           49,782
                   Furniture and fixtures           11,211            9,919
                   Less accumulated depreciation   (13,275)          (2,747)
                                                  ---------         --------

                   Property and equipment, net    $ 51,266          $60,502
                                                  =========         ========
</TABLE>


6.     Goodwill

On January 15, 2002, Remedent NV acquired International Medical & Dental Support
("IMDS"),  a  dental  practitioner  outsourcing firm.  The acquisition was for a
total of 6,000,000 shares of common stock of Remedent USA Inc.  The value of the
common  shares  issued was determined based on the market price of the Company's
common  stock on the date of acquisition.  As the firm was, and currently is, in
the  development  stage,  there  were  no  assets  and  liabilities  as  of  the
acquisition  date.  As  a  result, the purchase price was allocated to goodwill.

On  January 1, 2002, the Company adopted SFAS 142 and has ceased amortization of
goodwill,  which  is deemed to have an indefinite life. Under the new rules, the
Company  is  no  longer  permitted to amortize intangible assets with indefinite
lives;  instead they will be subject to periodic tests for impairment.  SFAS 142
supercedes  APB  Opinion #17, Intangible Assets. In accordance with SFAS 142, as
of  September 30, 2002 and March 31, 2002, management assessed the present value
of  the  projected  cash flows of the acquired business and the increased dental
hardware  sales  attributable  to  outsourced dental practitioners, and believes
there  was  no  impairment  of  the  goodwill.


As  the  Company  maintained no goodwill or other identifiable intangible assets
with  indefinite lives, prior to the current fiscal period, no reconciliation of
previously  reported net income and earnings per share for the exclusion of such
amortization  expense  is  necessary.

7.     Line  of  Credit

On  February  11,  2002,  Remedent  N.V.,  entered  into  a 1,241,000 Euros (US$
1,223,626  at  September 30, 2002) Line of Credit Facility (the "Facility") with
the  BBL,  consisting  of  a  991,000  Euros (US$ 977,126 at September 30, 2002)
accounts receivable factoring line of credit and a 250,000 Euros (US$ 246,500 at
September  30, 2002) general line of credit. The factoring line of credit, to be
secured  by  qualifying accounts receivable, will provide the Company 75% of the
amount  of
                                       11

<PAGE>

qualifying invoices up to the maximum credit line.  For each qualifying invoice,
the  BBL will assume all collection duties and charge a 0.47% fee on the invoice
amount  for  these services.  Advances on this line will bear interest at a rate
of  prime  +  2.5%.  No amounts were outstanding under this line of credit as of
September 30, 2002 and March 31, 2002.  The general line of credit is secured by
the personal assets of an officer of the Company and bears interest at a rate of
prime  + 2.5%.  $197,705 and $137,866 were outstanding under this line of credit
as  of  September  30,  2002  and  March  31,  2002,  respectively.

8.     Due  to  Related  Parties

Due  to  related  parties  are  summarized  as  follows:

                                                        September 30, March 31,
                                                            2002        2002
                                                        -----------------------
   Borrowings  from  a  former director in the form of
   convertible debentures                                $  69,002    $  69,002
   Borrowings in the form of working capital loans         154,009       84,713
   Due to related parties                                $ 223,011    $ 153,715
                                                         =========    =========

The  convertible  debentures  issued  to  the former director are due on demand,
bearing interest at 10% per annum, and convertible into common stock at the sole
discretion  of  the holder.  The debentures are convertible into common stock at
percentages between 30% and 37.5% of the average trading price for the stock for
the  30  day  period immediately prior to the maturity date.  In connection with
this conversion feature, the Company recorded a charge of $59,002 and $10,000 to
interest  expense  during  the  fiscal  years  ended  March  31,  2001 and 2000,
respectively.  These  amounts  were calculated on the 30 day period prior to the
dates  of  the notes, and are subject to change based on the 30 day period prior
to the maturity dates.  As of September 30, 2002, $15,297 was accrued for unpaid
interest  at the interest rate of 7% and the terms on working capital borrowings
were  payable  on  demand.

9.     Net  Liabilities  to  be  Sold

On  March  27, 2002, the Board of Directors approved an Asset Purchase Agreement
(the  "Agreement")  entered  into by the Company on March 14, 2002 with, Famcare
2000,  LLC,  ("Famcare")  a  Nevada  limited  liability  company.  The Agreement
provides  for  the sale of the Company's Remedent Tooth & Gumbrush business (the
"Toothbrush Business") which accounted for approximately $50,000 in revenues for
the  fiscal  year  ended  March  31,  2002.

The  transaction sold all of the assets of the Toothbrush Business and obligated
the  Buyer  to  be  responsible  for  the  Company's liabilities relating to the
division.  The  business  accounted  for approximately $50,000 in revenues, from
unit  sales,  for  the fiscal nine months ending December 31, 2001, prior to the
discontinuance  of  the  business'  operations  on  December  31,  2001,  and
approximately  $440,000  for  the  fiscal  year  ended  March  31,  2001.

10.       Capital  Transactions
                                       12
<PAGE>
On July 25, 2002, the Company completed a $230,000 private placement, selling an
aggregate  of 2,875,000 shares of common stock at $0.08 a share, and warrants to
purchase  575,000 shares of common stock at an exercise price of $0.50 per share
for  5  years.

On  June  30,  2002,  the Company negotiated for the partial repayment of unpaid
wages  to  two current employees, $19,959, with the issuance of 39,918 shares of
common  stock.

On  June 30, 2002, the Company negotiated for the full repayment of unpaid wages
to  a  former  employee,  $19,497, with the issuance of 243,000 shares of common
stock.

On  May  13, 2002, the Company negotiated for the full repayment of unpaid wages
and  expenses  to  three former employees, $31,202, with the issuance of 205,000
shares  of  common  stock  and  payments  totaling  $15,202.

The  Company  has  accrued  $54,658  in  liabilities for the unpaid compensation
listed  above.

On  May  1,  2002, the Company completed a $30,000 private placement, selling an
aggregate  of  375,000  shares of common stock at $0.08 a share, and warrants to
purchase  75,000  shares of common stock at an exercise price of $0.50 per share
for  5  years.

On  May  1, 2002, the Company negotiated for the full repayment of the remaining
balance  of  the $100,000 working capital loan, $77,778, subsequent to the April
and  May principal payments as agreed to on December 21, 2001, with the issuance
of  1,400,000  shares of common stock.  On December 21, 2001, the Company agreed
to  the  full repayment of the interest portion of the loan with the issuance of
650,000  shares  of  common  stock.

On  May  1, 2002, the Company negotiated for the full repayment of the principal
and  interest  of the $20,000 working capital loan, with the issuance of 410,000
shares  of  common  stock.

On  May  1,  2002,  the Company negotiated for the full repayment of the balance
owed  to  its predecessor auditors, $32,650, with the issuance of 150,000 shares
of  common  stock.

On  April  26,  2002,  the Company entered into an agreement with its investment
bankers  for  the repayment of $10,000 of indebtedness, representing the monthly
retainers  for  November  and December of 2001 and January and February of 2002,
with  the  issuance  of  125,000  shares  of  common  stock.

11.  Segment  Information

The Company's reportable operating segments for the fiscal year ending March 31,
2003  consist  of  professional dental products and dental employee outsourcing.
The  "Other"  segment  column  below  includes  centralized  services  including
corporate  consulting,  legal,  accounting,  investor  relations and unallocated
corporate  payroll  and interest.  The chief operating decision making group for
the  Company's reportable operating segments is comprised of the Company's Chief
Executive  Officer,  Chief Financial Officer, and the lead executives of each of
the  Company's  two  primary  operating  segments.  The  operating  segments are


                                       13
<PAGE>
managed  separately  as each operating segment represents a business unit with a
distinctive  marketing  strategy,  distribution method and target customer.  The
accounting policies of the operating segments are the same as those described in
the  summary  of  significant  accounting  policies.

The  following  is segment information for the three and six month periods ended
September  30,  2002  and  2001:


                        Total Assets by Operating Segment
                             as of September 30,2000


                     Professional Dental Products  $406,350

                     Dental Employee Outsourcing   $372,983

                     Oral Hygiene Products         $    -0-

                     TOTAL                         $779,333

<TABLE>
<CAPTION>

<S>                                <C>         <C>         <C>         <C>
                                  FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                         SEPTEMBER 30,                SEPTEMBER 30,
                                          2002        2001             2002       2001
                                  --------------------------------------------------------
Revenues
    Professional Dental Products   $ 309,085      $ 127,234        $ 803,384     $ 127,234
    Dental Employee Outsourcing        3,332              -            4,641           -
    Oral Hygiene Products                  -         23,621                -        44,924
                                   ----------     ----------       ----------    ----------
Total                              $ 312,417      $ 150,555        $ 808,025     $ 172,158
                                   ==========     ==========       ==========  ==========
Net Income/(Loss)
    Professional Dental Products   $(151,146)     $(186,060)       $(194,192)    $(314,877)
    Dental Employee Outsourcing        3,332              -          (29,429)            -
    Oral Hygiene Products                  -        (28,844)               -       (47,747)
    Other                            (94,503)      (222,034)        (178,241)     (437,326)
                                   ----------     ----------       ----------    ----------
Total                              $(242,317)     $(436,938)       $(401,862)    $(799,950)
                                   ==========     ==========       ==========    ==========
</TABLE>



The  Company  ships  products  from  its  operations  in the US and Europe.  The
following are sales by its US and European locations for the three and six month
periods  ended  September  30,  2002  and  2001:

<TABLE>
<CAPTION>
<S>                               <C>             <C>              <C>           <C>
                                  FOR THE THREE MONTHS ENDED     FOR THE SIX MONTHS ENDED
                                         SEPTEMBER 30,                SEPTEMBER 30,
                                          2002        2001             2002       2001
                                  --------------------------------------------------------


Revenues  -  United  States:

    Professional Dental Products  $      -        $      -         $      -      $      -
    Dental Employee Outsourcing          -               -                -             -
    Oral Hygiene Products                -          23,621                -        44,924
                                  --------        --------         --------      --------
Total                             $      -        $ 23,621         $      -      $ 44,924
                                  ========        ========         ========      ========

Revenues - Europe:
    Professional Dental Products  $309,085        $127,234         $803,384      $127,234
    Dental Employee Outsourcing      3,332               -            4,641             -
    Oral Hygiene Products                -               -                -             -
                                  --------          --------          --------      --------
Total                             $312,417        $127,234          $808,025      $127,234
                                  ========        ========          ========      ========

                                  $312,417          $150,855          $808,025      $172,158
                                  ========        ========          ========      ========
</TABLE>


                                       14

<PAGE>



The following is long-lived asset information by geographic area as of September
30,  2002:

United  States                         $           -
Europe                                       424,209
                                       -------------
                                       $     424,209
                                       =============

12.      Going  Concern

The  Company  has  incurred  substantial  net  losses since inception, and as of
September  30,  2002  maintained  working  capital  and shareholders' deficit of
$(988,459)  and  $(564,210),  respectively,  raising substantial doubt about the
Company's  ability  to  continue as a going concern.  The Company has reassessed
its  operations  and business structure and has implemented a complete corporate
reorganization  plan.

The  plan  includes  the  ceasing  of direct sales and marketing of the Remedent
Toothbrush, and acquisition of and expansion into diversified business ventures.

On  July  1,  2001,  the  Company began developing, manufacturing, marketing and
distributing  high-technology  dental  equipment.  The  Company  retained  9
additional  personnel,  2  engineers  and  7 operations and finance, with strong
backgrounds in the business of high-technology dental equipment, and will market
dental  curing and whitening lamps, intraoral cameras and digital X-ray systems.
The  Company  previewed  its  first  offering within this market at dental shows
around  the  world  in  October  2001,  and initiated shipments of initial units
during the first quarter of 2002. Additionally, on January 15, 2002, the Company
acquired  a  dental  employee  outsourcing  firm in Belgium, specializing in the
placement  of  Belgium  dentists  into  the  Dutch  dental  market.

In  connection with the Company's shift in focus to high technology professional
dental  equipment,  the  Company  discontinued  the operations of the Toothbrush
Business  on  December 31, 2001, and on March 14, 2002, the Company entered into
an  agreement  to  sell  the business to a third party distributor.  The Company
felt  continued  dedication  to  this business would not be in its shareholders'
best  interest.  Additionally, with the business generating recurring net losses
and  raising deficits, Company resources can be more effectively utilized within
these  new  markets.  Throughout  the  fiscal  year ended March 31, 2002, as the
Company had been experiencing significant working capital shortages, the Company
had  been downsizing this business in anticipation of a sale or license of these
operations.  As  such,  the  volume  of the business, revenues and expenses, had
been  significantly  reduced  from  previous  fiscal  years.

Upon  the  completion  of its reorganization plan, the Company's objective is to
become  a leading developer and manufacturer of high-technology dental equipment
and  operator  of  employee  leasing  firms,  capitalizing  on the synergies and
marketing  inroads  each  division  provides.

Management believes that if the Company can complete its restructuring plan, the
Company  can  generate sufficient revenues and cash flows to sustain operations.
There can be no assurance that the Company will be successful in its efforts and
if  unsuccessful  in its efforts, it may be necessary to undertake other actions
to  preserve  asset  value.  The financial statements do not include adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


                                       15
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OEPRATIONS

The discussion and financial statements contained herein are as of September 30,
2002  and for the three and six month periods ended September 30, 2002 and 2001.
The  following  discussion  regarding  the  financial  statements of the Company
should  be  read  in  conjunction  with  the financial statements of the Company
included  herewith.

CRITICAL  ACCOUNTING  POLICIES

Application of our accounting policies requires management to make judgments and
estimates  about  the  amounts reflected in the financial statements. Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in  the  assumptions  and estimates. Estimates are used for, but not limited to,
the  accounting  for  the allowance for doubtful accounts, inventory allowances,
restructuring  costs,  impairment  costs,  depreciation  and amortization, sales
discounts  and  returns, warranty costs, taxes and contingencies. Management has
identified  the following accounting policies as critical to an understanding of
our  financial  statements  and/or  as  areas  most  dependent  on  management's
judgement  and  estimates.

REVENUE  RECOGNITION

We  generally  recognize  revenue  when  persuasive  evidence  of an arrangement
exists,  delivery  has occurred, the price is fixed or readily determinable, and
collectibility  is  probable.  Sales  are  recorded  net  of  sales  returns and
discounts. We recognize revenue in accordance with Staff Accounting Bulletin No.
101,  "Revenue  Recognition  in  Financial  Statements."

IMPAIRMENT  OF  LONG-LIVED  ASSETS

We  continually  review  the  recoverability of the carrying value of long-lived
assets  using  the  methodology  prescribed in Statement of Financial Accounting
Standards  (SFAS) 144, "Accounting for the Impairment and Disposal of Long-Lived
Assets."  We also review long-lived assets and the related intangible assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  value  of such assets may not be recoverable. Upon such an occurrence,
recoverability  of  these  assets  is  determined  by  comparing  the forecasted
undiscounted  net cash flows to which the assets relate, to the carrying amount.
If  the  asset  is  determined  to be unable to recover its carrying value, then
intangible  assets,  if  any,  are  written  down  first,  followed by the other
long-lived  assets  to  fair value. Fair value is determined based on discounted
cash  flows, appraised values or management's estimates, depending on the nature
of  the  assets.

DEFERRED  TAX  ASSET  VALUATION  ALLOWANCE

We  record  a  deferred  tax asset in jurisdictions where we generate a loss for
income  tax  purposes.  Due our short operating history, we have recorded a full
valuation  allowance  against  these deferred tax assets in accordance with SFAS
109,  "Accounting  for  Income  Taxes,"  because,  in management's judgment, the
deferred  tax  assets  may  not  be  realized  in  the  foreseeable  future.


                                       16
<PAGE>


INVENTORIES

Our  inventories are stated at the lower of cost (first-in, first-out method) or
market.  Slow  moving  and  obsolete  inventory  are  written  off quarterly. To
calculate  the  write-off amount, we compare the current on-hand quantities with
both  the  projected  usages for a two-year period and the actual usage over the
past  12  months. On-hand quantities greater than projected usage are calculated
at the standard unit cost. The engineering and purchasing departments review the
initial  list  of  slow-moving  and  obsolete  items to identify items that have
alternative uses in new or existing products. These items are then excluded from
the analysis. The remaining amount of slow-moving and obsolete inventory is then
written  off. Additionally, non-cancelable open purchase orders for parts we are
obligated  to  purchase  where demand has been reduced may be reserved. Reserves
for open purchase orders where the market price is lower than the purchase order
price  are  also  established.

ACCOUNTS  RECEIVABLE  AND  ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

The  Allowance  for  Doubtful  Accounts is established by analyzing each account
that  has a balance over 90 days past due. Each account is individually assigned
a  probability of collection. The total amount determined to be uncollectible in
the  90-days-past-due  category  is  then reserved fully. The percentage of this
reserve  to  the  90-days-past-due  total is then established as a guideline and
applied  to  the rest of the non-current accounts receivable balance. When other
circumstances  suggest  that  a  receivable  may  not  be  collectible,  it  is
immediately  reserved  for,  even  if  the  receivable  is  not  yet  in  the
90-days-past-due  category.

OVERVIEW

The  Company  develops, markets and distributes high-technology dental equipment
for  sale  within  the  professional  dental  market.

SIX  MONTHS  ENDED  SEPTEMBER 30, 2002 AS COMPARED TO SIX MONTHS ENDED SEPTEMBER
30,  2001

For the six months ended September 30, 2002, net sales were $808,025 compared to
$172,158  in 2001, an increase of $635,867 or 369%.  The increase was due to the
commencement  of  dental  equipment  sales  in  our  Remedent  N.V.  subsidiary,
partially offset by the complete termination of oral hygiene product sales as of
December  31,  2001.  As  the  Company  has  initiated  its  presence within the
professional  dental  equipment  market,  our Remedent N.V. subsidiary has begun
sales  of  our  initial technology, a high-speed dental curing light, as well as
after-market  products,  including  accessories  and  repair  services.

Cost  of  goods  sold  for the six months ended September 30, 2002 and 2001 were
$442,780 and $101,205, respectively, which represents an increase of $341,575 or
338%.  This  represents a corresponding increase to the increase in sales during
the  current  fiscal  period.

Gross  profit  for the six months ended September 30, 2002 and 2001 was $365,245
and  $70,953,  respectively,  which  represents an increase of $294,292 or 415%.


                                       17
<PAGE>


Gross  profit  as  a  percentage  of sales increased to 45% for the period ended
September  30,  2002,  compared to 41% for the comparable period ended September
30,  2001.  The  increase  is  the  result  of  our  shift  to the higher-margin
professional  dental  equipment  market during the current fiscal period.  There
were  no sales of these products during the six months ended September 30, 2001.

Research  and  development  expenses for the six months ended September 30, 2002
and 2001 were $73,364 and $134,463, respectively, which represents a decrease of
$61,099  or  45%,  due  primarily to the research and development costs incurred
during  the  start-up  phase  of  the Company's high-technology dental equipment
segment.  These  expenditures,  which  were  substantially  incurred  during the
quarter ended September 30, 2001, relate primarily to the labor and materials to
conduct  testing  and apply for FDA approval for our new curing light technology
which  will  allow  us  to  market  this technology within the United States, in
addition  to  the  development  of  our new intraoral cameras.  We submitted our
application for FDA approval on our dental curing light (a 510(k) submission) on
July  11,  2002.  We  expect  we  will  continue  to  invest  in  research  and
development,  and anticipate significant costs in the near future as we continue
to  develop  products  for  the  dental  equipment  markets.

Sales  and  marketing costs for the six months ended September 30, 2002 and 2001
were  $29,515 and $11,191, respectively, which represents an increase of $18,324
or  164%.  However,  as  a  percentage  of  net sales, sales and marketing costs
decreased  to 4% for the six months ended September 30, 2002 from 7% for the six
months  ended  September  30,  2001.  The  reduction is a result of the shift in
business focus from the retail selling of oral hygiene products to the wholesale
selling  of professional dental products.  In connection with our reorganization
plan  implemented  during  the  previous  fiscal  year,  we began downsizing the
marketing-intensive retail selling of oral hygiene products, and formally ceased
these  operations on December 31, 2001, and reached an agreement for the sale of
the  business  in  March  2002.  We  have  shifted  into the professional dental
equipment  market,  whereby we focus on the less capital-intensive sale of units
to  large  distributors.  This  marketing  and  distribution  method  allows for
significantly  less  marketing  and  provides  more  predictable  revenue  flow.

General and administrative costs for the six months ended September 30, 2002 and
2001 were $541,976 and $685,914 respectively, a decrease of $43,938 or 6%.  This
decrease  is  due  to  the  cost  reductions  and  eliminations  implemented  in
connection  with  the  reorganization  plan.

Net  interest  expense decreased by $8,212 during the six months ended September
30,  2002  over the comparable period ended September 30, 2001.  The decrease in
interest expense was largely attributable to a non-recurring interest accrual to
a  lender  during  the  six  months  ended  September  30,  2001.

THREE  MONTHS  ENDED  SEPTEMBER  30,  2002  AS  COMPARED  TO  THREE MONTHS ENDED
SEPTEMBER  30,  2001

For  the three months ended September 30, 2002, net sales were $312,417 compared
to  $150,855  in 2001, an increase of $161,562 or 107%.  The increase was due to
the commencement of dental equipment sales in our European subsidiary, partially
offset  by the complete termination of oral hygiene product sales as of December
31,  2001.


                                       18
<PAGE>


Cost  of  goods sold for the three months ended September 30, 2002 and 2001 were
$164,039  and  $87,951, respectively, which represents an increase of $76,088 or
87%.  This  represents  a corresponding increase to the increase in sales during
the  current  fiscal  quarter.

Gross profit for the three months ended September 30, 2002 and 2001 was $148,378
and  $62,904,  respectively,  which  represents  an increase of $85,474 or 136%.
Gross  profit  as  a  percentage  of sales increased to 48% for the period ended
September 30, 2002, as compared to 42% for the comparable period ended September
30,  2001.  The  increase  is  the  result  of  our  shift  to the higher-margin
professional  dental  equipment market during the current fiscal quarter.  There
were  no  sales  of  these  products during the three months ended September 30,
2001.

Research  and development expenses for the three months ended September 30, 2002
and  2001 were $18,843 and $87,614, respectively, which represents a decrease of
$68,771  or  79%,  due  primarily to the research and development costs incurred
during  the  start-up  phase  of  the Company's high-technology dental equipment
segment.  These  expenditures,  which  were  substantially  incurred  during the
quarter ended September 30, 2001, relate primarily to the labor and materials to
conduct  testing  and apply for FDA approval for our new curing light technology
which  will  allow  us  to  market  this technology within the United States, in
addition  to  the  development  of  our new intraoral cameras.  We submitted our
application for FDA approval on our dental curing light (a 510(k) submission) on
July  11,  2002.  We  expect  we  will  continue  to  invest  in  research  and
development,  and anticipate significant costs in the near future as we continue
to  develop  products  for  the  dental  equipment  markets.

Sales and marketing costs for the three months ended September 30, 2002 and 2001
were $14,656 and $19,668, respectively, which represents a decrease of $5,012 or
26%.  As  a  percentage  of net sales, sales and marketing costs decreased to 5%
for  the  three  months  ended  September 30, 2002 from 13% for the three months
ended  September  30,  2001.  The reduction is a result of the shift in business
focus  from the retail selling of oral hygiene products to the wholesale selling
of  professional  dental  products.

General  and  administrative costs for the three months ended September 30, 2002
and  2001  were  $356,217 and $365,111 respectively, a decrease of $8,894 or 2%.
This  decrease  is  due  to  the cost reductions and eliminations implemented in
connection  with  the  reorganization  plan.

Net  interest  expense  decreased  by  $12,242  during  the  three  months ended
September  30,  2002  over  the comparable period ended September 30, 2001.  The
decrease  in  interest  expense  was  largely  attributable  to  a non-recurring
interest  accrual  to  a  lender during the six months ended September 30, 2001.

LIQUIDITY  AND  CAPITAL  RESOURCES

On  September  30,  2002, our current liabilities exceeded our current assets by
$988,459.  Our business operations will require substantial capital financing on
a continuing basis.  The availability of that financing will be essential to our
continued  operation  and  expansion.  In  addition,  cash flow and liquidity is
contingent  upon  the  success  of  our  restructuring  plan.  The  inability to

                                       19
<PAGE>


continue  to  develop and market high-technology dental equipment or operate our
newly  acquired  dental  outsourcing  business will force us to raise additional
capital  to  support  operations  by  selling  equity  securities  or  incurring
additional  debt.

Since  our  inception  in  1996,  we have sustained net losses and negative cash
flow,  due  largely  to  start-up  costs,  general  and administration expenses,
inventory,  marketing  and  other expenses related to market development and new
product  launches.  As  a  result,  we  have  financed  our  working  capital
requirements  principally  through loans and the private placement of our common
stock.

During  the six months ended September 30, 2002, we received advances of $68,732
from  officers  and directors in the form of working capital loans.  These loans
bear  no  interest  and are due upon demand.  We repaid $5,952 of these advances
with  cash.  Additionally, for cash conservation purposes we settled $212,184 in
accrued  expenses,  notes payable and accounts payable indebtedness, through the
issuance  of  2,572,916  shares  of  common  stock.

In  February  2002,  we  entered  into  a  line of credit facility with the Bank
Brussels Lambert ("BBL") consisting of an accounts receivable factoring line for
991,000  Euros  and  a  general  line of credit for 250,000 Euros ($1,223,626 at
September  30,  2002). As of September 30, 2002, we had drawn $197,705 from this
facility.

In  September  2001,  we received $120,000 in the form of working capital loans,
$20,000  to  mature  in  November  2001 and $100,000 to mature in December 2001.
Through May 2002, we had made $22,222 in principal payments on the $100,000 loan
and  agreed  to  repayment of the balance with the issuance of 972,225 shares of
common  stock.  Additionally,  in  May  2002,  we agreed to the repayment of the
$20,000  loan  with  the  issuance  of  375,000  shares  of  common  stock.

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of  Arizona.  We drew upon the full amount.  The interest rate was 10.25% with a
maturity  date  of  December  31,  1999.  On April 26, 2000, the loan balance of
$49,971  was converted to a five-year loan with an interest rate of prime + 2.5%
(7.25%  at  September 30, 2002), monthly payments of $1,099, and a maturity date
of April 26, 2005.  Monthly payments include payments towards both principal and
interest.

During  the fiscal year ended March 31, 2001, the Company borrowed $149,002 from
shareholders  and  a  director  in  the  form  of convertible debentures.  These
debentures  are unsecured, due on demand and bear interest at 10% per annum.  In
addition,  at  the  sole  discretion of the holder, can be converted to stock at
37.5%  of  the  average  trading  price  30  days  prior  to  maturity.

We  expect to continue to experience negative cash flow through at least the end
of  2002,  and  may  continue  to  do so thereafter while we fully implement our
restructuring  plan.  Unless  we  are  able  to  generate  sufficient revenue or
acquire  additional  debt  or  equity financing to cover our present and ongoing
operation  costs  and  liabilities,  we  may  not be able to continue as a going
concern.  Our  auditors note that we have sustained substantial net losses since
our  inception in September 1996.  In addition, as of September 30, 2002, we had
a  working  capital  deficit  totaling  $988,459  and  a shareholders deficit of
$564,210.


                                       20
<PAGE>


As  of September 30, 2002, liabilities totaled $1,343,543 compared to $1,575,644
as of September 30, 2001, which represents a decrease of $232,101, or 15%.  This
was  largely  due  to  the  reductions  in accrued liabilities and notes payable
through  the  issuance  of  common  stock  in  settlement.

Frequently  we have been unable to make timely payments to our trade and service
vendors.  As  of  September  30, 2002, we had past due payables in the amount of
approximately  $111,839.  Deferred  payment terms have been negotiated with most
of  the  vendors, which has allowed us to continue to make shipments on time and
no  orders  have  been  cancelled  to  date.

For  the  six  months  ended  September  30,  2002  and  2001, net cash used for
operating  activities  was $445,103 and $454,882, respectively.  As of September
30,  2002,  we  had  a  working capital deficiency of $988,459, as compared to a
working  capital  deficiency  of $1,167,076 at September 30, 2001.  Our business
operations  will  require  substantial  capital financing on a continuing basis.

We  have taken several actions, which we believe will improve our short-term and
long-term  liquidity  and  cash  flow.  For  the  short  term,  we have improved
liquidity  and  cash flow by negotiating extended payment terms with vendors and
converting  various  obligations  into common stock.  For the long term, we have
negotiated  for  the  sale  of  the  oral  hygiene  division,  with  its related
liabilities,  and  restructured  the  business  to  lower overhead and eliminate
indirect  manufacturing  costs.

Our  business  operations  will  require  substantial  capital  financing  on  a
continuing  basis.  Based  upon  our  cash flow projections, significant capital
infusion is necessary to fully implement our restructuring plan and pay existing
delinquent  payables.  We plan to finance such through loans, equity investments
and  other  transactions.  We  reasonably believe that the net proceeds from our
efforts,  assuming  the  maximum  amount  is raised and loans are obtained, plus
revenues  generated  from operations, will be sufficient to fund our operations.
However,  there  can  be  no assurance that we will be able secure the necessary
financing.  In  the  event  that  we  are  unsuccessful  in completing financing
arrangements,  we  would  have  difficulty  meeting  our  operation  expenses,
satisfying  our  existing  or  future  debt  obligations,  or  succeeding  in
implementing our restructuring plan.  Without sufficient cash flow we are unable
to satisfy our debt obligations, our ongoing growth and operations are, and will
continue  to  be, restricted and there is substantial doubt as to our ability to
continue  as  a  going  concern.

Inflation  has  not  had  a  material  effect  on  our  revenue  and income from
continuing  operations  in  the past three years.  We do not expect inflation to
have  a  material  future  effect.


                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This  filing  contains  statements  that  constitute  forward-looking statements
within the meaning of Section 21E of the Exchange Act of 1934 and Section 27A of
the  Securities  Act  of  1933.  The  words  "plan,"  "expect,"  "estimate,"
"anticipate,"  "predict,"  "believe"  and  similar  expressions  and  variations
thereof  are  intended  to  identify forward-looking statements. Such statements

                                       21

<PAGE>

appear in a number of places in this filing and include statements regarding our
intent,  belief  or  current  expectations  regarding  our strategies, plans and
objectives,  our  product  release  schedules,  our  ability to design, develop,
manufacture  and  market  products,  our  intentions  with  respect to strategic
acquisitions,  the  ability  of  our  products to achieve or maintain commercial
acceptance  and  our  ability  to  obtain  financing  for  our  obligations. Any
forward-looking  statements are not guarantees of future performance and involve
risks  and  uncertainties.  Actual  results  may  differ  materially  from those
projected  in  this  filing, for the reasons, among others, described within the
various  sections.  You  should  read the filing carefully, and should not place
undue  reliance  on  any  forward-looking statements, which speak only as of the
date  of this filing. We undertake no obligation to release publicly any updated
information  about forward-looking statements to reflect events or circumstances
occurring  after  the  date  of  this  filing  or  to  reflect the occurrence of
unanticipated  events.

QUARTERLY  TRENDS

We  do  not  anticipate  significant  "seasonal" changes in our operations.  Our
product  is  a high technology dental curing light that dental practitioners use
in  their  daily  practice  for  patient treatments and as such, we predict that
although  sales  may  increase  over  the  year,  sales  will not be affected by
quarterly  trends.


ITEM  3.     CONTROLS  AND  PROCEDURES.

Our  Chief  Executive  Officer,  President,  and  Chief  Financial  Officer (the
"Certifying  Officers")  are  responsible  for  establishing  and  maintaining
disclosure  controls  and  procedures  for the Company.  The Certifying Officers
have  designed  such  disclosure controls and procedures to ensure that material
information  is made known to them, particularly during the period in which this
report  was  prepared.  The Certifying Officers have evaluated the effectiveness
of  the  Company's disclosure controls and procedures within 90 days of the date
of this report and believe that the Company's disclosure controls and procedures
are  effective based on the required evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to  the  date of their evaluation, including any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.

                                       22
<PAGE>


                           PART II - OTHER INFORMATION

ITEM  1.          LEGAL  PROCEEDINGS.

None.

ITEM  2.          CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

On July 25, 2002, the Company completed a $230,000 private placement, selling an
aggregate  of 2,875,000 shares of common stock at $0.08 a share, and warrants to
purchase  575,000 shares of common stock at an exercise price of $0.50 per share
for  5  years.

On  June  30,  2002,  the Company negotiated for the partial repayment of unpaid
wages  to  two current employees, $19,959, with the issuance of 39,918 shares of
common  stock.

On  June 30, 2002, the Company negotiated for the full repayment of unpaid wages
to  a  former  employee,  $19,497, with the issuance of 243,000 shares of common
stock.

On  May  13, 2002, the Company negotiated for the full repayment of unpaid wages
and  expenses  to  three former employees, $31,202, with the issuance of 205,000
shares  of  common  stock  and  payments  totaling  $15,202.

On  May  1,  2002, the Company completed a $30,000 private placement, selling an
aggregate  of  375,000  shares of common stock at $0.08 a share, and warrants to
purchase  75,000  shares of common stock at an exercise price of $0.50 per share
for  5  years.

On  May  1, 2002, the Company negotiated for the full repayment of the remaining
balance  of  the $100,000 working capital loan, $77,778, subsequent to the April
and  May principal payments as agreed to on December 21, 2001, with the issuance
of  1,400,000  shares  of  common  stock.  On December 21, 2001, the Company has
agreed  to  the  full  repayment  of  the  interest portion of the loan with the
issuance  of  650,000  shares  of  common  stock.

On  May  1, 2002, the Company negotiated for the full repayment of the principal
and  interest  of the $20,000 working capital loan, with the issuance of 410,000
shares  of  common  stock.

On  May  1,  2002,  the Company negotiated for the full repayment of the balance
owed  to  its predecessor auditors, $32,650, with the issuance of 150,000 shares
of  common  stock.

On  April  26,  2002,  the Company entered into an agreement with its investment
bankers  for  the repayment of $10,000 of indebtedness, representing the monthly
retainers  for  November  and December of 2001 and January and February of 2002,
with  the  issuance  of  125,000  shares  of  common  stock.

                                       23
<PAGE>


ITEM  3.          DEFAULTS  IN  SENIOR  SECURITIES.

None.

ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.

ITEM  5.          OTHER  INFORMATION

None.

ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  following  documents  are  filed  as  part  of  this  report:

1.  The  following  Exhibits  are  filed  herein:

    No.   Title
    ---   -----

    99.1  Certification  of Chief Executive Officer Pursuant to 18 U.S.C Section
          1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

   99.2   Certification  of  Chief  Financial  Officer Pursuant to U.S.C Section
          1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002

2.     Reports  on  Form  8-K:  None.


                                       24
<PAGE>



                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

     REMEDENT  USA,  INC.


Dated:  November  13,  2002            /s/  Robin  List
                                     ------------------
                                     By:     Robin  List
                                     Its:    Chief  Executive  Officer
                                                (Principal  Executive  Officer)

Dated:  November  13,  2002            /s/  Stephen  F.  Ross
                                     ------------------------
                                     By:     Stephen  F.  Ross
                                     Its:    Chief  Financial  Officer
                                             (Principal  Financial  Officer
                                             and Principal Accounting  Officer)

<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Quarterly  Report  of  Remedent  USA,  Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Robin  List,  Chief Executive Officer of the Company, certify, pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to
302  of  the  Sarbanes-Oxley  Act  of  2002,  that:

     (1)  I  have  reviewed  the  Report;

     (2)  Based  upon  my  knowledge,  the  Report  does  not contain any untrue
          statement  of  a  material  fact  or  omit  to  state  a material fact
          necessary  in  order  to  make  the  statements  made, in light of the
          circumstances  under  which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information  included  in  the  Report, fairly present in all material
          respects  the  financial  condition  and  results of operations of the
          Company,  as  of,  and  for,  the  periods  presented  in  the Report;

     (4)  I  and  the  other  certifying  officers  of  the  Company:

          a.   are  responsible  for  establishing  and  maintaining  disclosure
               controls  and  procedures  for  the  Company;
          b.   have  designed  such disclosure controls and procedures to ensure
               that  material  information  is  made  known  to us, particularly
               during  the  period  in  which  the  Report  is  being  prepared;
          c.   have  evaluated  the  effectiveness  of  the Company's disclosure
               controls and procedures within 90 days of the date of the Report;
               and
          d.   have  presented  in  the  Report  our  conclusions  about  the
               effectiveness  of the disclosure controls and procedures based on
               the  required  evaluation.

     (5)  I  and  the  other certifying officers have disclosed to the Company's
          auditors  and  to  the  audit  committee of the board of directors (or
          persons  fulfilling  the  equivalent  function):

          a.   all  significant  deficiencies  in  the  design  or  operation of
               internal  controls  (a  pre-existing  term  relating  to internal
               controls  regarding  financial  reporting)  which could adversely
               affect  the  Company's  ability to record, process, summarize and
               report  financial  data  and  have  identified  for the Company's
               auditors  any  material  weaknesses  in  internal  controls;  and

<PAGE>
          b.   any  fraud,  whether or not material, that involves management or
               other  employees  who  have  a  significant role in the Company's
               internal  controls.

     (6)  I  and  the  other  certifying  officers  have indicated in the Report
          whether  or not there were significant changes in internal controls or
          in  other  factors  that  could significantly affect internal controls
          subsequent  to  the date of their evaluation, including any corrective
          actions  with  regard  to  significant  deficiencies  and  material
          weaknesses.

  /s/  Robin  List
------------------
Robin  List,
Chief  Executive  Officer
November  13,  2002

<PAGE>



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
                             RULES 13a-14 AND 15d-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Quarterly  Report  of  Remedent  USA,  Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Stephen  F.  Ross,  Chief Financial Officer of the Company, certify, pursuant to
Rules  13a-14  and  15-d14  of  the  Securities Exchange Act of 1934, as adopted
pursuant  to  302  of  the  Sarbanes-Oxley  Act  of  2002,  that:

     (1)  I  have  reviewed  the  Report;

     (2)  Based  upon  my  knowledge,  the  Report  does  not contain any untrue
          statement  of  a  material  fact  or  omit  to  state  a material fact
          necessary  in  order  to  make  the  statements  made, in light of the
          circumstances  under  which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information  included  in  the  Report, fairly present in all material
          respects  the  financial  condition  and  results of operations of the
          Company,  as  of,  and  for,  the  periods  presented  in  the Report;

     (4)  I  and  the  other  certifying  officers  of  the  Company:

          a.   are  responsible  for  establishing  and  maintaining  disclosure
               controls  and  procedures  for  the  Company;
          b.   have  designed  such disclosure controls and procedures to ensure
               that  material  information  is  made  known  to us, particularly
               during  the  period  in  which  the  Report  is  being  prepared;
          c.   have  evaluated  the  effectiveness  of  the Company's disclosure
               controls and procedures within 90 days of the date of the Report;
               and
          d.   have  presented  in  the  Report  our  conclusions  about  the
               effectiveness  of the disclosure controls and procedures based on
               the  required  evaluation.

     (5)  I  and  the  other certifying officers have disclosed to the Company's
          auditors  and  to  the  audit  committee of the board of directors (or
          persons  fulfilling  the  equivalent  function):

          a.   all  significant  deficiencies  in  the  design  or  operation of
               internal  controls  (a  pre-existing  term  relating  to internal
               controls  regarding  financial  reporting)  which could adversely
               affect  the  Company's  ability to record, process, summarize and
               report  financial  data  and  have  identified  for the Company's
               auditors  any  material  weaknesses  in  internal  controls;  and

<PAGE>
          b.   any  fraud,  whether or not material, that involves management or
               other  employees  who  have  a  significant role in the Company's
               internal  controls.

(6)     I and the other certifying officers have indicated in the Report whether
or  not  there were significant changes in internal controls or in other factors
that  could  significantly  affect  internal  controls subsequent to the date of
their  evaluation,  including  any corrective actions with regard to significant
deficiencies  and  material  weaknesses.


  /s/  Stephen  F.  Ross
------------------------
Stephen  F.  Ross,
Chief  Financial  Officer
November  13,  2002

<PAGE>