SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB

[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the Quarterly Period ended SEPTEMBER 30, 2000 or


[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934  for the  Transition  Period  from  _____________  to
     ____________

Commission File Number__________________

                                REMEDENT USA, INC
-------------------------------------------------------------------------------
        (exact name of small business issuer as specified in its charter)


                Nevada                                        86-0837251
-----------------------------------------------            (I.R.S. Employer
    (State or other jurisdiction of                      Identification No.)
    incorporation or organization.)


       1220 Birch Way, Escondido, California                 92027
------------------------------------------------------  --------------------
     (Address of principal executive offices)              (Zip Code)


                                 (760) 781-3333
----------------------------------------------------------------------------
                           (Issuer's telephone number)

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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_ No ___.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 9-30-00 : 12,882,804 shares
                                           ----------------------------------

Transitional Small Business Disclosure Format (check one):  Yes       No  X .
                                                                ----     ---


<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 2
<TABLE>
<CAPTION>

                               Remedent USA, Inc.
                            Balance Sheet (Unaudited)

      ASSETS
                                                                                For the          For the
                                                                             period ending     period ending
                                                                             Sept 30, 2000     Sept 30, 1999
                                                                      ---------------------- -----------------
      CURRENT ASSETS
<S>                                                                          <C>                 <C>
          Cash and cash equivalents                                          $       19,854      $    63,961
          Accounts receivable, net                                                   16,254           59,403
          Due from related parties                                                   45,793           15,118
          Inventories, net                                                          112,594          127,639
          Prepaid expenses                                                            8,993            5,827
          ---------------------------------------------------------------------------------------------------
             TOTAL CURRENT ASSETS                                                   203,448          271,948

      Property and Equipment, net                                                    26,278           32,237

      OTHER ASSETS
          Patents, net of accumulated amortization                                   27,644           29,414
          ---------------------------------------------------------------------------------------------------
             TOTAL OTHER ASSETS                                                      27,644           29,414

          ---------------------------------------------------------------------------------------------------
               TOTAL ASSETS                                                    $    257,410       $  333,599
          ===================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                             For the               For the
                                                                          period ending         period ending
                                                                          Sept 30, 2000         Sept 30, 1999
                                                                       ---------------------------------------
      CURRENT LIABILITIES
          Accounts payable                                                      $   399,809        $ 170,489
          Notes payable-related parties                                             132,755           30,765
          Accrued salaries - officers                                                93,249           36,659
          Accrued liabilities                                                       203,647           40,943
          Royalty payable                                                            44,276           33,788
          Current portion capital lease                                                 575            1,816
          Note payable-Union Bank                                                    46,994           50,000
          ----------------------------------------------------------------------------------  ---------------
             TOTAL CURRENT LIABILITIES                                              921,305          364,460

      Long Term Liabilities and Capital Leases, net of current                                           453
      portion
      Stockholders' Equity (Deficit)
          Common stock                                                               12,883           12,487
          Additional paid in capital                                              1,602,824        1,261,780
          Accumulated deficit                                                    (2,279,602)      (1,305,581)
          ---------------------------------------------------------------------------------- ----------------
            Total stockholders' equity (deficit)                                   (663,895)           31,314
          ---------------------------------------------------------------------------------------------------
               Total Liabilities and Stockholders' Equity (Deficit)             $   257,410       $  $333,599
          ===================================================================================================
</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.

<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 3

                               Remedent USA, Inc.
                             Statement of Operations
                                   (Unaudited)

                                                   For the            For the
                                                period ending      period ending
                                                Sept 30, 2000      Sept 30, 1999
                                               ---------------------------------
      REVENUES
           Sales                                  $     221,459    $   293,602
           ------------------------------------
              TOTAL REVENUE                             221,459        293,602

      COST OF GOODS SOLD                                 76,283         98,820

           --------------------------------------------------------------------
              GROSS PROFIT                              145,176        194,782

      OPERATING EXPENSES
           Research and development                      30,245         28,711
           Sales and marketing                          225,604        239,880
           General and administrative                   131,892        191,228
           Depreciation and amortization                  6,657          5,472

           --------------------------------------------------------------------
              TOTAL OPERATING EXPENSES                  394,398        465,291

           --------------------------------------------------------------------
                (LOSS) FROM OPERATIONS                 (249,222)      (270,509)

      OTHER INCOME (EXPENSES)
           Interest income                                  137            208
           Interest expense                             (95,581)        (3,042)
           --------------------------------------------------------------------
              TOTAL OTHER INCOME (EXPENSES)             (95,444)        (2,834)

           --------------------------------------------------------------------
           (LOSS)  BEFORE INCOME TAXES                 (344,666)      (273,342)

      Income Tax benefit (expense)                            0              0

           --------------------------------------------------------------------
                NET (LOSS)                         $   (344,666)    $ (273,342)
           ====================================================================

           (Loss) per share                               (0.03)         (0.02)

           Weighted average shares outstanding       12,857,781     12,460,559



         The accompanying notes are an integral part of the consolidated
                             financial statements.

<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 4

                               Remedent USA, Inc.
                             Statement of Cash Flows
                                   (Unaudited)

                                                       For the        For the
                                                    period ending  period ending
                                                    Sept 30, 2000  Sept 30, 1999
                                                    ----------------------------
Cash Flows From Operating Activities

     Net loss                                          $(344,666)    $ (273,342)

     Adjustments  to  reconcile  net income to net
     cash  provided  by  operating activities:
         Depreciation and amortization                     6,657           5472
         Stock for services                               12,983         74,501
         Changes in:
           Accounts receivable                           (24,643)       (24,029)
           Inventory                                      41,118         43,497
           Prepaid expenses                               (3,675)        (4,009)
           Accounts payable                               82,906        112,985
           Accrued liabilities                            57,219         41,416
           Customer deposits                              (8,892)             0
           Royalties payable                               3,522          9,996
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities                   (128,185)       (13,513)

Cash Flows from Investing Activities
         Patents                                            (510)
         Equipment                                                      (10,291)
         Notes to related parties                        (28,874)        (9,174)
--------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities         (29,384)       (19,465)

Cash Flows from Financing Activities
         Lease payments                                   (1,054)        (1,006)
         Proceeds of notes and debenture                  95,659          8,563
         Officer loans (repayments)                            0              0
         Sale of common stock                             77,699              0
         Note payments                                   (3,006)              0
--------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                169,298          7,557)

         Net Increase in Cash                             11,729        (25,421)

     Cash, beginning of the year                           8,125         89,382
--------------------------------------------------------------------------------
     Cash, September 30                                   19,854     $   63,961
================================================================================

Supplemental Non Cash Investing and Financing Activities:

         The Company  issued 4,167 shares of stock in lieu pf paying an accounts
payable for $500.00.

Supplemental Information:
         Interest paid                                    $ 479           $   -
         Taxes paid                                       $   -           $   -

         The accompanying notes are an integral part of the consolidated
                             financial statements.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 5

<TABLE>
<CAPTION>

                               Remedent USA, Inc.
              Statement of Changes in Stockholders Equity (Deficit)
                                   (Unaudited)

                                            Common Stock     Additional Paid  Shares for    Accumulated
Date                 Description         Shares      Dollars    in Capital     Services        Deficit       Total
------------------------------------------------------------------------------------------------------------------------
March 31, 2000       Balance          12,578,637   $ 12,579   $ 1,446,124   $ (12,983)      $(1,934,936)  $ (489,216)   $
------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>          <C>        <C>           <C>             <C>           <C>


April 15, 2000      Debenture                                 $    27,200                                 $   27,200

June 15, 2000       Shares for           300,000   $    300   $    79,005                                 $   79,305
                    Services

June 15, 2000       Shares for                                              $  12,983                     $   12,983
                    Services

June 30, 2000       Net Loss                                                                $  (164,134)  $ (164,134)

------------------------------------------------------------------------------------------------------------------------
June 30, 2000       Balance           12,878,637     12,879     1,552,329   $      (0)      $(2,099,070)  $ (533,862)
------------------------------------------------------------------------------------------------------------------------

July 1, 2000        Shares                 4,167   $      4   $       496                                 $      500
                    for Services

August 21, 2000     Debenture                                 $    15,000                                 $   15,000

August 23, 2000     Debenture                                 $     5,000                                 $    5,000

September 1, 2000   Debenture                                 $     5,000                                 $    5,000

September 25, 2000  Debenture                                 $    25,000                                 $   25,000

September 30,2000   Net Loss                                                                $  (180,532)  $ (180,532)

------------------------------------------------------------------------------------------------------------------------
September 30, 2000  Balance           12,882,804   $ 12,883   $ 1,602,825   $      (0)      $(2,279,602)  $ (663,895)
------------------------------------------------------------------------------------------------------------------------

</TABLE>

         The accompanying notes are an integral part of the consolidated
                             financial statements.

<PAGE>

                                                                     Form 10-QSB
                                                              Remedent USA, Inc.
                                                              September 30, 2000
                                                                         Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-------------------------------------------------------------------------------
NOTE 1  CONDENSED FINANCIAL STATEMENTS

A.  Disclosure

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction with the Form 10-SB/A Filed November 6, 2000.

B.  Management's Representation

The  consolidated  balance sheet as of September  30, 2000 and the  consolidated
statement  of  operations  for the  three  month  and  six-month  periods  ended
September  30, 2000 and  September  30, 1999 and the statement of cash flows for
the six-month  periods  ended  September 30, 2000 and 1999 have been prepared by
the  Registrant,  without audit.  In the opinion of management,  all adjustments
necessary to present fairly the financial position,  results of operations,  and
cash flows at September 30, 2000 and for all periods presented, have been made.

                               REMEDENT USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

     1.   Basis of Preparation

     The unaudited financial  statements of Remedent USA, Inc. (the "Company""),
     presented  herein have been prepared in accordance with the instructions to
     Form 10-QSB and do not include all of the information and note  disclosures
     required by generally  accepted  accounting  principles.  These  statements
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto included in our last audited  financial  statements.  These audited
     statements  are  contained  in our FORM 10-KSB for the year ended March 31,
     2000 and have been filed with the Securities and Exchange Commission.

     In management's  opinion the accompanying  financial statements include all
     adjustments (consisting only of normal, recurring adjustments) necessary to
     summarize  fairly the financial  position and results of operations for the
     three months ended  September 30, 2000 may not be indicative of the results
     that may be expected for the full fiscal year.

     2.  Cash and Cash Equivalents

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

     3.  Accounts Receivable

     The Company sells premium  toothbrushes to various companies,  primarily to
     retail chains located  throughout the United States. The terms of sales 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, 2000
     and 1999 the allowance for doubtful accounts was $3,000.

     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.
     It is reasonably  possible that the company's estimate of the allowance for
     doubtful accounts will change.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 7
     4.   Inventories

     Inventories  are  stated at lower of cost  (weighted  average)  or  market.
     Inventory  costs  include  material,   labor  and  manufacturing  overhead.
     Individual components of inventory are listed below:

                                                          2000           1999
                                                          ----           ----
                  Inventory-Supplies                  $  32,628      $   5,397
                  Displays and Raw Materials          $  53,438      $  43,257
                  Finished Goods                      $  26,528      $  78,984
                                                      ---------      ---------
                      Total                           $ 112,594      $ 127,638

     5.     Patents

     Patent costs are amortized using straight-line method over 15 years. Patent
     values and  accumulated  amortization at September 30, 2000 and 1999 are as
     follows:

                                                          2000           1999
                                                          ----           ----
                  Patent                               $  34,709      $  34,199
                  Accumulated amortization             $   7,065      $   4,785
                                                      ----------      ----------
                      Patents, net                      $ 27,644       $ 29,414


     6.    Net Loss Per Share

     Basic net loss per share is computed by dividing  net loss by the  weighted
     average number of common shares outstanding during the period.

     7.   Impact of Recently Issued Accounting Standards

     SFAS No.131 establishes standards for reporting information about operating
     segments  in  financial   statements   issued  to  stockholders.   It  also
     establishes  standards for related disclosures about products and services,
     geographic  areas and major  customers.  Operating  segments are defined as
     components of an enterprise about which separate  financial  information is
     available that is evaluated regularly by the chief operating decision maker
     in deciding how to allocate  resources  and in assessing  performance.  The
     company's   financial   reporting   as   well   as  the   chief   operating
     decision-maker,  does  not  currently  provide  or  review  information  by
     segments. All financial information is currently analyzed in the aggregate.
     The company is currently  evaluating  various methods of segment  reporting
     for the method which they believe will be most useful to management.

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
     (SFAS)  No.  133  (Accounting   for  Derivative   Instruments  and  Hedging
     Activities),  which  establishes  accounting  and  reporting  standards for
     derivative  instruments.  This Statement  requires that an entity recognize
     all  derivatives  as  either  assets or  liabilities  in the  statement  of
     financial  position and measure those  instruments  at fair value.  In June
     1999, the FASB issued SFAS No. 137 (Accounting  for Derivative  Instruments
     and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
     133) which postponed the adoption date of SFAS No.133. as such, the Company
     is not required to adopt the new statement until the year 2001. The Company
     is currently  evaluating the effect that implementation of the new standard
     will have on its operations and financial position.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 8
     8.   Going Concern

     The Company has  sustained  substantial  net losses since its  inception in
     September  1996.  In addition,  as of September  30, 2000 the Company had a
     working capital  deficit  totaling  $717,817 and a shareholders  deficit of
     $663,895. These factors raise substantial doubt about the Company's ability
     to  continue as a going  concern.  The Company is  currently  working  with
     various  groups in an  effort  to raise  significant  working  capital  and
     completion of the Company's marketing plan.

     9.  Related Party Transactions

     The Company's  headquarters in California occupy  approximately 1000 square
     feet of Rebecca M. Inzunza's,  an officer  shareholder,  primary  residence
     that  total's  4,000 square feet.  Rent paid  directly to Ms.  Inzunza each
     monthly is currently $650.

     The Company has borrowed  various  amounts  totaling  $132,755 from several
     stockholders to meet the current financial  obligations of the Company. The
     notes are unsecured,  due on demand and include  interest at 10% per annum.
     The Company may continue to borrow from  shareholders  and officers to meet
     current financial needs.


<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                        Page 9

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2000

         Total  assets  decreased  by $76,189 or 23% from  $333,599 on September
         1999 to $257,410 on September 30, 2000. Accounts  receivable  decreased
         by 73% from $59,403 to $16,254  primarily  due to lack of sales and the
         fact that  international  sales are  conducted  on a cash  basis  only.
         Amounts due from related parties increased $30,675 or 202% from $15,118
         on September 30, 1999 to $45,793 for September 30, 2000.  These amounts
         are for three separate loans to officers as follows;  $15,979 to Robert
         Hegemann,   $10,800  to  Rebecca   Inzunza   and  $2,324  for   Viviana
         Sempertegui.  The loan from Ms.  Sempertegui was paid in full as of the
         filing of the date of this 10Q.

         Inventory  decreased $15,045 or 12% from $127,639 on September 30, 1999
         to  $112,594  on  September  30,  2000,  due to  minimal  sales and the
         continual  replenishing  of  blister  packaging  only  on an as  needed
         basis..

         Prepaid  expenses  increased  $3,166  or 54% and was a  deposit  to our
         vendor as a deposit to begin new  packaging.  Property,  equipment  and
         patents all decreased due to amortization and depreciation.

         Liabilities  increased  $556,845 or 153% when  comparing  September 30,
         2000 to  September  30,  1999.  Liabilities  totaled  $921,305  for the
         six-month period ending September 30, 2000 compared to $364,460 for the
         period ending September 30, 1999.  Accounts payable increased  $229,320
         or 134% from  $170,489 on  September  30, 1999 to $399,809 on September
         30,  2000.  This is primarily  due to increases in sales and  marketing
         expenses.  Notes payable to related parties increased  $101,990 or 332%
         from $30,765 on September  30, 1999 to $132,755 on September  30, 2000.
         This increase is due to $76,000 in  convertible  debentures;  a $15,000
         unsecured loan from a shareholder;  a $3,044 loan from Rebecca Inzunza,
         and a $7,000 loan from a related party.  Accrued liabilities  increased
         by $162,704 due to $30,150 for accrued employee's  salaries;  $8,280 in
         accrued  interest;  $2,000 in accounting.  Royalties  payable increased
         $10,488 or 31%,  since sales  increased  from $33,788 for the six-month
         period ending September 30, 1999 to $44,276 in September 30, 2000.

         For the six-month period ending September 30, 2000, the Company's sales
         decreased by $72,143 or 24.5% over the comparable  six-month  period in
         1999.  Sales  decreased from $293,602 in 1999 to 221,459 in 2000.  This
         decrease  was due to  delays we  experienced  in  implementing  the new
         marketing plan including redesign of the packaging.. A good part of the
         lack of sales  was  replaced  with  brisk  international  sales for the
         six-month  period ending September 30, 2000,  totaling  $149,682 which,
         represents 67% of total sales for that period.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                       Page 10

         Cost of goods  decreased  by  $22,537 or 23% for the  six-month  period
         ending  September 30, 2000 when compared to the six-month period ending
         September  30, 1999.  Cost of goods  decreased  from $98,820 in 1999 to
         $76,283 in 2000. This decrease was due to the decline in sales.

         Operating  expenses  decreased  $70,893  or 15% from  $465,291  for the
         six-month  period  ending  September  30, 1999 to $394,398 for the same
         period in 2000.  These  changes  were due to a  reduction  in sales and
         marketing  expenses by $14,276 or 6%; which included the reduced number
         of sample  toothbrushes  given away,  totaling $13,288 on September 30,
         1999  to  $4,360  on  September  30,  2000  or 67%;  travel,  meal  and
         entertainment  expenses,  totaling $3,884 on September 30, 1999 to $181
         on September 30, 2000 or 98%; commissions from $47,824 on September 30,
         1999 to $15,487 on  September  30, 2000 or 68%.  These  decreases  were
         mainly due to delays  experienced  in  implementing  the new  marketing
         plan. Another decrease was for public relations from $62,866 to $400 or
         99%.  This  decrease  was due to the  cancelled  contracts  for  public
         relations companies.

         The  increases  within sales and  marketing  included  tradeshows  from
         $1,428 September 30, 1999 to $7,795 on September, 30, 2000 or 446%; new
         sales and  marketing  brochures  from  $527 on  September  30,  1999 to
         $22,980 on September 30, 2000 or 4260%;  sales and  marketing  supplies
         from $125 on  September  30,  1999 to $1,242 on  September  30, 2000 or
         893%;  consulting  from  $5,040 on  September  30,  1999 to  $13,077 on
         September 30, 2000 or 159%;  advertising  from $49,220 on September 30,
         1999 to $54,315 on September 30, 2000 or 10%. These specific  increases
         were due to preparation of the expansion market.  Additional  increases
         within sales and marketing  were for invoice  discounts from $46,507 on
         September  30,  1999 to  $95,306 on  September  30,  2000 or 105%;  and
         freight out from $6,717 on  September  30, 1999 to $7,726 on  September
         30, 2000 or 15%, mainly for international customers.

         An increase in research and  development of $1,534 or 5%, was due to an
         increase  in salaries  of $5025 and  decrease in tools and  supplies by
         $3424.  Research  and  development  for the six-  month  period  ending
         September 30, 1999 totaled $28,711 and for September 30, 2000,  totaled
         $30,245.  The Company  expects  expenses to increase  for  research and
         development within the following year.

         Totals for general and administrative expenses for the six-month period
         ending  September  30, 2000 was $131,892 and $191,228 for September 30,
         1999, a decrease of $59,336 or 31%. Increased expenses were postage 92%
         and computer  supplies  44%, due to the  marketing  expansion.  Expense
         items that  decreased  were  travel  37%,  dues and  subscription  47%,
         royalties 65%, when all combined  totaled $9,947 for September 30, 2000
         and $16,127 on September 30, 1999.  Payroll tax, officer's and employee
         salaries  decreased by $39,975 or 38% from  $106,111 on  September  30,
         1999 to $66,136 on September 30, 2000.  Officer's salaries decreased by
         34% from  $65,550 on  September  30, 1999 to $43,200 in  September  30,
         2000;  employee  salaries  decreased  44% from $37,290 on September 30,
         1999 to  $20,974  on  September  30,  2000;  and  payroll  tax  expense
         decreased  by 40% from $3,271 on  September  30, 1999 to $1,309 on Sept
         30,  2000.  The  decreases  in  officer's  salaries  were  due  to  the
         elimination of the Company's CFO.  Payroll taxes also decreased  during
         the six-month period September 30, 2000.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                       Page 11

         Insurance decreased by 45% from $7,511 in 1999 to $ 4,153 due mainly to
         replacing  the  Company's  liability  insurance  carrier.  Bank charges
         increased  by 227%  due to the  increase  in  international  sales  and
         overseas  wire  charges  totaling  $1,228,  increased  card credit card
         charges  totaling  $1,484,  and remainder of $288 in bank charges.  The
         Company  also   consolidated   and   relocated  the   warehousing   and
         distribution center to a more efficient location thereby reducing rent,
         telephone  and  office  supplies  expense  by  21.4%  from  $35,019  on
         September 30, 1999 to $27,519 on September 30, 2000.

         The Company  incurred  an  increase in interest  expenses of $92,539 or
         3042%.  This was due to  $77,200  for  convertible  debentures  and the
         posting of the one-time  interest expense  equivalent to the face value
         of each convertible  debenture.  The remaining  interest was $7,335 for
         interest on accrual of officer's salary,  $6,770 for vendor interest on
         outstanding  accounts  payable  and the  remaining  for Union  Bank and
         credit card finance charges.

         Net losses  increased by $71,324 or 26% from  $273,342 on September 30,
         1999 to $344,666  on  September  30, 2000 due to the factors  mentioned
         above  which  include  decreased  sales,  increased  costs of  interest
         expense, and increased expenses for sales and marketing.

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTHS ENDED SEPTEMBER 30, 2000

           As stated in or 10SB  registration  statement,  we have a contingency
           marketing  plan  that  involves   working  with  existing  oral  care
           companies to essentially become their premium toothbrush provider. On
           November  7,  2000,   Remedent  received  a  Letter  Of  Intent  from
           California  based Breath  Asure,  Inc. The letter  states that Breath
           Asure wants  negotiations to begin  immediately  that will ultimately
           result  in  Breath  Asure  taking  over  worldwide  distribution  and
           marketing of Remedent  Tooth and Gumbrush,  either  directly or via a
           joint venture with Remedent USA, Inc.
<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                       Page 12

           Management  anticipates  a  mutually  beneficial  agreement  will  be
           reached very soon. In order to provide  Breath Asure a clean path for
           exclusive  representation of our products, we are proceeding to place
           all remaining  Double Eagle brokers on notice that they can no longer
           represent Remedent USA, Inc.

           We will file an amendment to our 10SB as this development will have a
           material affect on our operations.

           The Company borrowed $77,200 from various shareholders in the form of
           convertible  debentures.   The  debentures  are  unsecured  and  bear
           interest at 10% per annum. The debentures are due on demand and if no
           demand is made  before the  maturity  dates,  the  debentures  can be
           converted  to stock at 37.5%  of the  average  trading  price 30 days
           before maturity. The Company has recorded interest expense of $77,200
           as part of the conversion feature of the debenture.


                                 Amount of
          Date of Debenture      Debenture        Maturity Date
          ---------------------- ---------------- ------------------------
          April 15, 2000         $     27,200     April 15, 2001
          ---------------------- ---------------- ------------------------
          August 21, 2000        $     15,000     August 21, 2001
          ---------------------- ---------------- ------------------------
          August 23, 2000        $       5,000    August 23, 2001
          ---------------------- ---------------- ------------------------
          September 1, 2000      $       5,000    September 1, 2001
          ---------------------- ---------------- ------------------------
          September 25, 2000     $     25,000     September 25, 2001
          ---------------------- ---------------- ------------------------
                       TOTAL     $     77,200
          ---------------------- ---------------- ------------------------

         As of September 30, 2000, the negative  working capital totals $717,857
         vs. a negative  working  capital of $92,512 for September 30, 1999. Net
         cash for  September  30,  2000 was  $19,854  compared  to  $63,961  for
         September 30, 1999.  This decrease in cash was due to lack of sales and
         an  increase  in   liabilities.   Net  cash  used  mainly  in  reducing
         liabilities where necessary.

         The  Company  intends  to  raise  additional  capital  after  the  10SB
         registration  statement is comment  free and we are given  clearance to
         list our stock for trading on the OTC:BB by the NASD.

QUARTERLY TRENDS

                  We do not  anticipate  significant  "seasonal"  changes in our
         operation. Our product is a toothbrush that people use on a daily basis
         for oral  hygiene  and as such,  we  predict  that  although  sales may
         increase over the year, sales will not be affected by quarterly trends.


<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                       Page 13


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits filed with this Form 10-QSB:

         Exhibit 27        Financial Data Schedule

(b) Reports on Form 8-K filed during the period covered by this Form 10-QSB:

         None

<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                            September 30, 2000
                                                                       Page 14
                                   SIGNATURES

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

                               Remedent USA, Inc.
----------------------------------------------------------------------------
                                  (Registrant)

           /s/ Rebecca Inzunza
--------------------------------------------------
             Rebecca Inzunza
             CEO, President,
              and Director

Date:    November 17, 2000