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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
 or
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 001-15975
 REMEDENT, INC.
 
  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
 o þ
  o o þ
 Number of shares of issuers common stock outstanding as of November 15, 2007: 18,606,245
 o þ




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REMEDENT, INC.
TABLE OF CONTENTS
FORM 10-QSB REPORT
September 30, 2007
 PagePART I  FINANCIAL INFORMATION
    
    
    1Item 1. Interim Consolidated Financial Statements
    
    
    1Condensed Consolidated Balance Sheet as of September 30, 2007 (Unaudited) and March 31, 2007
    
    
    2Condensed
Consolidated Statements of Operations for the Three and Six months Ended September 30, 2007
and September 30, 2006 (Unaudited)
    
    
    3Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six months Ended
September 30, 2007 and September 30, 2006 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the Six months Ended September 30, 2007
and September 30, 2006 (Unaudited)
    
    
    5Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    18Item 3. Controls and Procedures
    
    
    20PART II  OTHER INFORMATION
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults upon Senior Securities
    
    
    21Item 4. Submission of Matters to Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    23EXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Interim Condensed Consolidated Financial Statements
 REMEDENT, INC. AND SUBSIDIARIES
 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2007
 (unaudited)
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REMEDENT, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS
 September 30, 2007
    
    March 31, 2007(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,778,185
    
    
    $
    126,966Accounts receivable, net of allowance for doubtful accounts of $92,729 at September
30, 2007
and $79,996 at March 31, 2007
    
    
    1,034,291
    
    
    
    1,724,121Inventories, net
    
    
    1,025,512
    
    
    
    1,132,941Prepaid expense
    
    
    889,639
    
    
    
    668,421Total current assets
    
    
    6,727,627
    
    
    
    3,652,449PROPERTY AND EQUIPMENT, NET
    
    
    614,413
    
    
    
    589,623OTHER ASSETSLong-term investment
    
    
    300,000
    
    
    
    Patents, net
    
    
    132,121
    
    
    
    135,894TOTAL ASSETS
    
    $
    7,774,161
    
    
    $
    4,377,966LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current portion, long term debt
    
    $
    26,498
    
    
    $
    43,499Line of Credit
    
    
    230,409
    
    
    
    1,530,276Notes payable
    
    
    11,282
    
    
    
    11,282Accounts payable
    
    
    1,586,013
    
    
    
    1,441,502Accrued liabilities
    
    
    518,197
    
    
    
    412,435Due to related parties
    
    
    50,536
    
    
    
    50,536Total current liabilities
    
    
    2,422,935
    
    
    
    3,489,530LONG TERM DEBT
    
    
    148,350
    
    
    
    152,343STOCKHOLDERS DEFICIT: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, 18,596,245 shares issued and outstanding at
September 30, 2007 and 12,996,245 shares issued and outstanding at March 31, 2007)
    
    
    18,596
    
    
    
    12,996Additional paid-in capital
    
    
    17,809,487
    
    
    
    11,904,000Accumulated deficit
    
    
    (12,543,300
    )
    
    
    (11,147,600
    )Accumulated other comprehensive income (loss) (foreign currency translation adjustment)
    
    
    (81,907
    )
    
    
    (33,303
    )Total stockholders equity (deficit)
    
    
    5,202,876
    
    
    
    736,093TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    7,774,161
    
    
    $
    4,377,966
 
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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 30,2007
    
    2006
    
    2007
    
    2006Net sales
    
    $
    1,076,350
    
    
    $
    2,415,114
    
    
    $
    2,320,949
    
    
    $
    3,710,753Cost of sales
    
    
    799,763
    
    
    
    1,210,012
    
    
    
    1,244,598
    
    
    
    1,955,674Gross profit
    
    
    276,587
    
    
    
    1,205,102
    
    
    
    1,076,351
    
    
    
    1,755,079Operating ExpensesResearch and development
    
    
    46,168
    
    
    
    115,218
    
    
    
    75,557
    
    
    
    240,500Sales and marketing
    
    
    282,553
    
    
    
    236,839
    
    
    
    385,793
    
    
    
    623,414General and administrative
    
    
    946,257
    
    
    
    833,762
    
    
    
    1,911,330
    
    
    
    1,671,112Depreciation and amortization
    
    
    70,150
    
    
    
    46,432
    
    
    
    135,784
    
    
    
    87,694TOTAL OPERATING EXPENSES
    
    
    1,345,128
    
    
    
    1,232,251
    
    
    
    2,508,464
    
    
    
    2,622,720INCOME (LOSS) FROM OPERATIONS
    
    
    (1,068,541
    )
    
    
    (27,149
    )
    
    
    (1,432,113
    )
    
    
    (867,641
    )OTHER INCOME (EXPENSES)Interest expense
    
    
    (26,441
    )
    
    
    (73,454
    )
    
    
    (55,214
    )
    
    
    (97,469
    )Interest income
    
    
    90,233
    
    
    
    
    
    
    
    91,625
    
    
    
    Other income
    
    
    
    
    
    
    2,746
    
    
    
    
    
    
    
    27,523TOTAL OTHER INCOME (EXPENSES)
    
    
    63,792
    
    
    
    (70,708
    )
    
    
    36,411
    
    
    
    (69,946
    )NET LOSS
    
    $
    (1,004,749
    )
    
    $
    (97,857
    )
    
    $
    (1,395,702
    )
    
    $
    (937,587
    )LOSS PER SHAREBasic and fully diluted
    
    $
    (0.05
    )
    
    $
    (0.01
    )
    
    $
    (0.08
    )
    
    $
    (0.07
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and fully diluted
    
    
    18,596,245
    
    
    
    12,996,245
    
    
    
    17,035,589
    
    
    
    12,947,479
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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)2007
    
    2006
    
    2007
    
    2006Net Income (Loss)
    
    $
    (1,004,749
    )
    
    $
    (97,857
    )
    
    $
    (1,395,702
    )
    
    $
    (937,587
    )OTHER COMPREHENSIVE INCOME (LOSS):Foreign currency translation adjustment
    
    
    (53,204
    )
    
    
    14,413
    
    
    
    (48,604
    )
    
    
    25,415Comprehensive income (loss)
    
    $
    (1,057,953
    )
    
    $
    (83,444
    )
    
    $
    (1,444,306
    )
    
    $
    (912,712
    )
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REMEDENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the six months endedSeptember 30,2007
    
    2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,395,702
    )
    
    $
    (937,587
    )Adjustments to reconcile net income (loss) to net cash used by operating activitiesDepreciation and amortization
    
    
    135,784
    
    
    
    87,694Allowance for doubtful accounts
    
    
    7,521
    
    
    
    (6,172
    )Stock issued upon conversion of convertible debentures
    
    
    
    
    
    
    25,706Value of stock options to employees
    
    
    12,846
    
    
    
    189,515Changes in operating assets and liabilities:Accounts receivable
    
    
    752,589
    
    
    
    (131,043
    )Inventories
    
    
    (17,919
    )
    
    
    150,516Prepaid expenses
    
    
    (461,365
    )
    
    
    (7,399
    )Accounts payable
    
    
    67,364
    
    
    
    (171,177
    )Accrued liabilities
    
    
    83,718
    
    
    
    (69,527
    )Income taxes payable
    
    
    
    
    
    
    (105,048
    )Net cash used by operating activities
    
    
    (815,164
    )
    
    
    (974,522
    )CASH FLOWS FROM INVESTING ACTIVITIESDecrease (increase) in restricted cash
    
    
    
    
    
    
    (10,285
    )Purchases of patents
    
    
    (11,152
    )
    
    
    Purchases of equipment
    
    
    (83,919
    )
    
    
    (111,322
    )Net cash used by investing activities
    
    
    (95,071
    )
    
    
    (121,607
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from private placement
    
    
    5,898,241
    
    
    
    Principal payments on capital lease note payable
    
    
    (31,741
    )
    
    
    (11,170
    )Note payments  related parties
    
    
    
    
    
    
    (8,422
    )Proceeds from (repayments of) line of credit
    
    
    (1,331,646
    )
    
    
    987,560Net cash provided by financing activities
    
    
    4,534,854
    
    
    
    967,968NET (DECREASE) INCREASE IN CASH
    
    
    3,624,619
    
    
    
    (128,161
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    26,600
    
    
    
    (52,224
    )CASH AND CASH EQUIVALENTS, BEGINNING
    
    
    126,966
    
    
    
    332,145CASH AND CASH EQUIVALENTS, ENDING
    
    $
    3,778,185
    
    
    $
    151,761Supplemental Information:Interest paid
    
    $
    23,376
    
    
    $
    48,572Income taxes paid
    
    $
    
    
    
    $
    
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SUPPLEMENTAL NON-CASH INVESTING
AND FINANCING ACTIVITIES:
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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 three subsidiaries, Remedent N.V.
(Belgian corporation) located in Deurle, Belgium, Remedent Professional, Inc. (incorporated in
California) and a subsidiary of Remedent Professional Holdings, Inc. and Remedent Asia Pte. Ltd,
a wholly-owned subsidiary formed under the laws of Singapore (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, 2007, are not necessarily indicative of the results that may be expected for the
year ended March 31, 2008. Accordingly, your attention is directed to footnote disclosures found
in the Annual Report on Form 10-KSB for the year ended March 31, 2007, and particularly to Note
1, 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 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.
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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, 2007, management believes there was no impairment
of the Companys long-lived assets.Pervasiveness of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires the Company 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 the reported amounts of revenues and
expenses during the reporting period. On 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
located in Western Europe. 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.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 $14,179 at September 30, 2007 and $13,366 at March 31, 2007.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.
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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, 2007 and September 30, 2006, advertising expense was $100,104 and
$219,925, 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 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
$21,269 and $20,049 as of September 30, 2007 and March 31, 2007, 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 ShareBasic 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
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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 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 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 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 deficit.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 a loss of $48,604 and a gain of $25,415 for the six month periods ended
September 30, 2007 and September 30, 2006, 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, 2007 and September 30, 2006,
equity compensation in the form of stock options and grants of restricted stock totaled $12,846
and $189,515, respectively.3.
    
    PRIVATE PLACEMENTOn 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
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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.The total costs of this private placement were $1,101,759, comprising of: commissions of
$762,505; out-of-pocket costs of $25,000; professional fees of $242,274 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 Act
of 1933, as amended.4.
    
    CONCENTRATION OF RISKFinancial 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, 2007 one customer accounted for 15.67% of the Companys trade
accounts receivable compared to 67.6% as at September 2006. 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, 2007, the Company had four suppliers who
accounted for a total of 15.7% of gross purchases. For the six month period ended September 30,
2006, the Company relied on one factory to manufacture certain components of its new MetaTray and
iWhite products which represented 24.9% of the Companys purchases.Revenues  For the six month period ended September 30, 2007 the Company had five customers that
accounted for 26.51% of total revenues. For the six months ended September 30, 2006 the Company
had two customers that accounted for 49% and 10%, respectively of total revenues.5.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTSA summary of accounts receivable and allowance for doubtful accounts as of September 30, 2007 and
March 31, 2007 is as follows:
 September 30, 2007
    
    March 31, 2007Accounts receivable, gross
    
    $
    1,127,020
    
    
    $
    1,804,117Less: allowance for doubtful accounts
    
    
    (92,729
    )
    
    
    (79,996
    )Accounts receivable, net
    
    $
    1,034,291
    
    
    $
    1,724,121
 11




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##### Table of Contents



6.
    
    INVENTORIESInventories 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, 2007
    
    March 31, 2007Raw materials
    
    $
    30,369
    
    
    $
    30,579Components
    
    
    749,094
    
    
    
    786,728Finished goods
    
    
    260,228
    
    
    
    329,0001,039,691
    
    
    
    1,146,307Less: reserve for obsolescence
    
    
    (14,179
    )
    
    
    (13,366
    )Net inventory
    
    $
    1,025,512
    
    
    $
    1,132,941
 7.
    
    PREPAID EXPENSESPrepaid expenses are summarized as follows:
 September 30, 2007
    
    March 31, 2007Prepaid materials and components
    
    $
    468,853
    
    
    $
    394,598Prepaid Belgium income taxes
    
    
    70,985
    
    
    
    66,830Prepaid consulting
    
    
    142,665
    
    
    
    66,830VAT payments in excess of VAT receipts
    
    
    83,036
    
    
    
    47,260Royalties
    
    
    35,448
    
    
    
    33,415Prepaid trade show expenses
    
    
    23,216
    
    
    
    6,523Prepaid rent
    
    
    9,695
    
    
    
    7,054Other
    
    
    37,830
    
    
    
    45,911$
    889,639
    
    
    $
    668,421
 8.
    
    PROPERTY AND EQUIPMENTProperty and equipment are summarized as follows:
 September 30, 2007
    
    March 31, 2007Furniture and Fixtures
    
    $
    155,493
    
    
    $
    137,560Machinery and Equipment
    
    
    681,032
    
    
    
    559,422Tooling
    
    
    188,450
    
    
    
    188,4501,024,975
    
    
    
    885,432Accumulated depreciation
    
    
    (410,562
    )
    
    
    (295,809
    )Property & equipment, net
    
    $
    614,413
    
    
    $
    589,623
 9.
    
    LONG TERM INVESTMENTEffective 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 Innovative Medical & Dental Solutions, LLC (IMDS, LLC) in consideration for $300,000,
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.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 in under the laws of the State of Georgia. The merged companies will operate as a single
entity as IMDS, LLC, a Florida limited liability company.
 12




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##### Table of Contents



10.
    
    LICENSED PATENTSTeeth 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 $19,500 of accumulated amortization for this patent
as of September 30, 2007. The Company accrues this royalty when it becomes payable to the
inventory therefore no provision has been made for this obligation as of September 30, 2007.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 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. The patent is being amortized
over five (5) years and accordingly, the Company has recorded $43,775 of accumulated amortization
for this patent as of September 30, 2007.11.
    
    LINE OF CREDITOn 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 September 1, 2006, amended and decreased the mixed-use
line of credit to 2,050,000. Each line of credit carries its own interest rates and fees as
provided in the Facility. Remedent N.V. is currently only utilizing two lines of credit, advances
based on account receivables and the straight loan. As of September 30, 2007 and March 31, 2007,
Remedent N.V. had, in the aggregate, $230,409 and $1,530,276 advances outstanding, respectively,
under this mixed-use line of credit facility.
 13




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##### Table of Contents



12.
    
    NOTE PAYABLE
 September 30, 2007
    
    March 31, 2007Union Bank Debt:Maturity Dates: April 26, 2005
Interest rate: 7.5% per annum
Security: All of the assets of
the company. Unpaid principal
balance:
    
    $
    11,282
    
    
    $
    11,282Total note payable
    
    $
    11,282
    
    
    $
    11,282
 13.
    
    LONG TERM DEBTOn September 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 $157,503). The leases require monthly payments of principal and interest at 7.43% of
1,258 (US$1,784 at September 30, 2007) for the first two leases and 9.72% of 2,256 (US$3,200 at
September 30, 2007) and provide for buyouts at the conclusion of the five year term of 2,820
(US$3,998) or 4.0% of original value for the first two contracts and 4,933 (US $6,944) or 4.0 %
of the original value for the second contract. The book value as of September 30, 2007 and March
31, 2007 of the equipment subject to the foregoing leases are $183,059 and $198,225,
respectively.14.
    
    DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONSBalances due to related parties consist of the following:
 September 30, 2007
    
    
    March 31, 2007Demand loan from a former officer and major stockholder
    
    $
    50,536
    
    
    $
    50,536$
    50,536
    
    
    $
    50,536
 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, 2007 and 2006 respectively, the Company incurred
$342,644 and $291,220 respectively, as compensation for all directors and officers.Effective August 8, 2007, the Company appointed a Senior Vice President and Head of U.S.
Marketing. Terms of the appointment provide for an initial base salary of $150,000 per year and
options to purchase 100,000 shares of common stock under the Companys 2004 Incentive and
Nonstatutory Stock Option Plan (granted  Refer to Note 16).Sales Transactions:One of the Companys directors owns a 5% interest in a client company, IMDS Inc. (refer to Note
9), to which goods were sold during the years ended March 31, 2007 and 2006 totaling $476,122 and
$38,494 respectively. Accounts receivable with this customer totaled $22,809 and $0 as at
September 30, 2007 and 2006 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.Other related party transactions are disclosed in Supplemental Non-Cash Investing and Financing
Activities, clause (e), and Note 17. (Refer to Note 9.)
 14




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##### Table of Contents



15.
    
    ACCRUED LIABILITIESAccrued liabilities are summarized as follows:
 September 30, 2007
    
    March 31, 2007Accrued private placement costs
    
    $
    29,946
    
    
    $
    Accrued customer prepayments
    
    
    31,570
    
    
    
    Accrued employee benefit taxes
    
    
    242,701
    
    
    
    260,676Commissions
    
    
    4,431
    
    
    
    2,834Accrued audit and tax preparation fees
    
    
    21,692
    
    
    
    27,282Reserve for warranty costs
    
    
    21,269
    
    
    
    20,049Accrued interest
    
    
    81
    
    
    
    6,180Accrued consulting fees
    
    
    37,531
    
    
    
    2,528Other accrued expenses
    
    
    128,976
    
    
    
    92,886$
    518,197
    
    
    $
    412,435
 16.
    
    EQUITY COMPENSATION PLANSThe 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 September 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 September 3,
2005 after the Company had completed a one for twenty reverse split.On October 1, 2006, the Company granted to a marketing consultant 25,000 options to purchase the
Companys common stock at a price of $1.80 per share. These options vested immediately upon grant
and are exercisable for a period of five years. The Company valued the foregoing options using
the Black Scholes option pricing model using the following assumptions: no dividend yield;
expected volatility rate of 91.58%; risk free interest rate of 5% and an average life of 5 years
resulting in a value of $1.298 per option granted.On September 14, 2006, pursuant to an S-8 filed with the SEC, the Company registered 1,150,000
common shares, pursuant to compensation arrangements.On August 17, 2007 the Company granted to an employee 100,000 options to purchase the Companys
common stock at a price of $1.50 per share. These options will vest over the next 3 years and
are exercisable for a period of 5 years. The Company valued the foregoing options using the
Black Scholes option pricing model using the following assumptions: no dividend yield; expected
volatility rate of 115%; risk free interest rate of 4.75% and an average life of 5 years
resulting in a value of $1.24 per option granted. The value of these options will be recognized
on a straight-line basis over the next three years and accordingly a value of $5,982 has been
recorded in the period ended September 30, 2007.On September 21, 2007 the Company granted to employees and directors a total of 570,000 options
to purchase the Companys common stock at a price of $1.75 per share. These options will vest
over the next 3 years and are exercisable for a period of 10 years. The Company valued the
foregoing options using the Black Scholes option pricing model using the following assumptions:
no dividend yield; expected volatility rate of 115%; risk free interest rate of 4.75% and an
average life of 7 years resulting in a value of $1.47 per option granted. The value of these
options will be recognized on a straight-line basis over the next three years and accordingly a
value of $6,864 has been recorded in the period ended September 30, 2007.
 15




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##### Table of Contents



A summary of the option activity for the six months ended September 30, 2007 pursuant to the
terms of the plans is as follows:
 2001 Plan
    
    
    2004 Plan
    
    
    OtherWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedOutstanding
    
    
    Average
    
    
    Outstanding
    
    
    Average
    
    
    Outstanding
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceOptions outstanding ,
March 31, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    3.19
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    520,000
    
    
    
    1.71
    
    
    
    150,000
    
    
    $
    1.75Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options outstanding,
September 30, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    730,666
    
    
    $
    2.29
    
    
    
    150,000
    
    
    $
    1.75Options exercisable
September 30, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    4.46
    
    
    
    
    
    
    
    Exercise price range
    
    $
    1.00 to $4.00
    
    
    
    
    
    
    $1.50  to $4.00
    
    
    
    
    
    
    $
    1.75Weighted average remaining life
    
    4.5 years
    
    
    
    
    
    
    5.82 years
    
    
    
    
    
    
    9.98 yearsShares available for future issuance
    
    
    27,500
    
    
    
    
    
    
    
    69,334
    
    
    
    
    
    
    
    N/A
 A summary of the Companys equity compensation plans approved and not approved by shareholders is
as follows:
 Number of
    
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    
    
    
    
    remaining available forissued upon
    
    
    
    
    
    
    future issuance underexercise of
    
    
    Weighted-average
    
    
    equity compensationof outstanding
    
    
    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
    
    
    $
    2.01
    
    
    
    96,834Equity Compensation Plans not approved by security
holders
    
    
    297,298
    
    
    $
    1.50
    
    
    NA1,400,464
    
    
    $
    1.91
    
    
    
    96,834
 Prior to January 1, 2006, the Company accounted for employee stock-based compensation under the
recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25,
Accounting for Stock Issued to Employees, and related Interpretations, as permitted by SFAS No.
123, Accounting for Stock-Based Compensation. Under the recognition principles of APB No. 25,
compensation expense related to restricted stock and performance units was recognized in the
financial statements. However, APB No. 25 generally did not require the recognition of
compensation expense for stock options because the exercise price of these instruments was
generally equal to the fair value of the underlying common stock on the date of grant, and the
related number of shares granted were fixed at that point in time.Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No.
123(R), Share-Based Payment. In addition to recognizing compensation expense related to
restricted stock and performance units, SFAS No. 123(R) also requires recognition of compensation
expense related to the estimated fair value of stock options. The Company adopted SFAS No. 123(R)
using the modified-prospective-transition method. Under that transition method, compensation
expense recognized subsequent to adoption includes: (a) compensation cost for all share-based
payments granted prior to, but not yet vested as of January 1, 2006, based on the values
estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost
for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair
values estimated in accordance with the provisions of SFAS No. 123(R). Consistent with the
modified-prospective-transition method, the Companys results of operations for prior periods
have not been adjusted to reflect the adoption of FAS 123(R). For the six months) ended September
30, 2007 the Company recognized $12,846 (2006  $189,515) in compensation expense in the
consolidated statement of operations.17.
    
    COMMON STOCK WARRANTS AND OTHER OPTIONSOn February 10, 2006, the Company issued to an individual the right to purchase 150,000 shares of
the Companys common stock at an exercise price of $2.60 per share for a term of five (5) years
pursuant to the terms and conditions of a Stock Option Agreement as consideration for past
services performed and the release of any and all claims under this individuals prior
 16




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##### Table of Contents



agreements with the Company. The 150,000 options have been valued in accordance with the Black-Scholes
pricing model utilizing an historic volatility factor of 1.55, a risk free interest rate of 4.5%
and an expected life for the options of five years, resulting in a value of $2.41 per option
granted for a total for the warrants of $361,500. The value of this option grant was recorded
as of December 31, 2005 as a research and development expense.In November 2006, the Company entered into a Settlement Agreement and Release (Settlement
Agreement) with this individual pursuant to which the prior agreement was terminated. In
connection with the Settlement Agreement, the Company agreed to pay this individual $65,000 in
settlement of all accounts which was recorded as an expense as of the date of the Settlement
Agreement and he in turn agreed to the cancellation of his options to purchase 150,000 shares of
the Companys common stock in exchange for certain product rights that the Company had elected
not to pursue.As of September 30, 2007, the Company has 7,270,026 warrants to purchase the Companys common
stock outstanding that were not granted under shareholder approved equity compensation plans at
prices ranging between $1.20 and $3.00 per share with expiration dates between August 2007 and
September 2012 as follows:
 WeightedOutstanding
    
    
    Average ExerciseWarrants
    
    
    PriceWarrants and options outstanding , March 31, 2007
    
    
    3,105,651
    
    
    $
    1.72Granted
    
    
    4,200,000
    
    
    
    1.55Cancelled or expired
    
    
    (35,725
    )
    
    
    Warrants exercisable September 30, 2007
    
    
    7,270,026
    
    
    $
    1.67Exercise price range
    
    $
    1.20 to $10.00Weighted average remaining life
    
    4.96Years
 18.
    
    SEGMENT INFORMATIONThe Companys only operating segment consists of dental products and oral hygiene products sold
by Remedent Inc., Remedent N.V., and Remedent Asia. Since the Company only has one segment, no
further segment information is presented.Customers Outside of the United States
 September 30, 2007
    
    
    September 30, 2006U.S. sales
    
    $
    113,834
    
    
    $
    56,651Foreign sales
    
    
    2,207,115
    
    
    
    3,654,102$
    2,320,949
    
    
    $
    3,710,753
 19.
    
    COMMITMENTS AND CONTINGENCIESReal Estate LeaseThe Company leases its 26,915 square feet office and warehouse facility in Deurle, Belgium from
an unrelated party pursuant to a nine year lease commencing December 20, 2001 at a base rent of
$6,838 per month ($9,696 per month at September 30, 2007). In addition, the Company is
responsible for the payment of annual real estate taxes for the property which totaled 3,245
($4,382) for calendar year 2006. The minimum aggregate rent to be paid over the remaining lease
term based upon the conversion rate for the  at September 30, 2007 is $284,594. Rent expense for
the foregoing lease for the six months ended September 30, 2007 and September 30, 2006 was
$59,149 and $51,452 respectively.Equipment LeaseIn November 2004, the Company leased new computer equipment from a Belgium based Lessor pursuant
to a three year operating lease with monthly payments of 1,005 ($1,425 per month at September
30, 2007). The aggregate rent to be paid over the remaining lease term is $2,850.
 17




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##### Table of Contents



March 31, 2008
    
    $
    234,414March 31, 2009
    
    $
    212,805March 31, 2010
    
    $
    68,954March 31, 2011
    
    $
    37,790
 
 Item 2. Managements Discussion and Analysis of Financial Condition or Plan of Operations
  Overview
   ® ®
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For the three months ended
    
    For the six months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006NET SALES
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %COST OF SALES
    
    
    53.81
    %
    
    
    50.10
    %
    
    
    53.62
    %
    
    
    52.70
    %GROSS PROFIT
    
    
    46.19
    %
    
    
    49.90
    %
    
    
    46.38
    %
    
    
    47.30
    %OPERATING EXPENSESResearch and development
    
    
    4.29
    %
    
    
    4.77
    %
    
    
    3.26
    %
    
    
    6.48
    %Sales and marketing
    
    
    26.25
    %
    
    
    9.81
    %
    
    
    16.62
    %
    
    
    16.80
    %General and administrative
    
    
    108.41
    %
    
    
    34.52
    %
    
    
    82.35
    %
    
    
    45.03
    %Depreciation and amortization
    
    
    6.52
    %
    
    
    1.92
    %
    
    
    5.85
    %
    
    
    2.36
    %TOTAL OPERATING EXPENSES
    
    
    145.47
    %
    
    
    51.02
    %
    
    
    108.08
    %
    
    
    70.68
    %LOSS FROM OPERATIONS
    
    
    (99.29
    )%
    
    
    (1.12
    )%
    
    
    (61.70
    )%
    
    
    (23.38
    )%Other income (expense)
    
    
    5.93
    %
    
    
    (2.93
    )%
    
    
    1.57
    %
    
    
    (1.88
    )%LOSS BEFORE INCOME TAXES
    
    
    (93.35
    )%
    
    
    (4.05
    )%
    
    
    (60.13
    )%
    
    
    (25.27
    )%NET INCOME (LOSS)
    
    
    (93.35
    )%
    
    
    (4.05
    )%
    
    
    (60.13
    )%
    
    
    (25.27
    )%
 Net Sales
   Cost of Sales
  19




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##### Table of Contents



Gross Profit
  Operating Expenses
 Research and Development
 Sales and marketing costs
 General and administrative costs
 Depreciation and amortization
 Net interest expense
 
 Item 3. Controls and Procedures
   20




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sale of Equity Securities
   
 Item 3. Defaults In Senior Securities.
  
 Item 4. Submission Of Matters To A Vote Of Security Holders.
 21




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##### Table of Contents



1
    
    The following four directors were elected to hold office for one-year
terms or until their successors are elected and qualified:
 Votes AgainstVotes For
    
    or Withheld
    
    Total VotedGuy De Vreese
    
    16,783,357
    
    2,657
    
    16,786,014Robin List
    
    16,783,357
    
    2,657
    
    16,786,014Stephen Ross
    
    16,784,325
    
    721
    
    16,785,046Fred Kolsteeg
    
    16,784,325
    
    721
    
    16,785,046
 2.
    
    To approve adoption of the 2007 Equity Incentive Plan:
 For
    
    15,719,684Against
    
    23,410Abstain
    
    1,500
 3.
    
    To approve the Board of Directors appointment of PKF Bedrijfsrevisoren
as the Companys independent registered accounting firm for the 2008
fiscal year.
 For
    
    16,780,168Against
    
    2,002Abstain
    
    2,810
 
 Item 5. Other Information.
  
 Item 6. Exhibits
  Exhibit No.
 10.1
    
    Limited Liability Company Merger and Reallocation Agreement between Remedent NV and IMDS,
LLC, dated July 15, 200731.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
 22




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##### Table of Contents



SIGNATURES
  REMEDENT, INC./s/ Robin ListDated: November 19, 2007
    By: Robin ListIts: Chief Executive Officer (Principal
Executive Officer) and Director/s/ Philippe Van AckerDated: November 19, 2007
    By: Philippe Van AckerIts: Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) 23




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##### Table of Contents



Exhibit No.
 10.1
    
    Limited Liability Company Merger and Reallocation Agreement between Remedent NV and
IMDS, LLC, dated July 15, 200731.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act