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




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REMEDENT, INC.
 FORM 10-Q INDEX
 Page NumberPART I  FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets as of June 30, 2008 (Unaudited) and March 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2008
and 2007 (Unaudited)
    
    
    2Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended
June 30, 2008 and 2007 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2008
and 2007 (Unaudited)
    
    
    4Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4T. Controls and Procedures
    
    
    22PART II  OTHER INFORMATION
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    26Signature PageEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30, 2008
    
    March 31, 2008(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,467,692
    
    
    $
    1,728,281Accounts receivable, net of allowance for doubtful accounts of $32,083 at June 30,
2008 and $32,181 at March 31, 2008
    
    
    2,444,089
    
    
    
    1,902,920Inventories, net
    
    
    1,450,696
    
    
    
    1,360,709Prepaid expense
    
    
    877,486
    
    
    
    970,173Total current assets
    
    
    6,239,963
    
    
    
    5,962,083PROPERTY AND EQUIPMENT, NET
    
    
    907,876
    
    
    
    692,609OTHER ASSETS
    
    
    675,000
    
    
    
    675,000Patents, net
    
    
    107,680
    
    
    
    15,827TOTAL ASSETS
    
    $
    7,930,519
    
    
    $
    7,445,519LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Current portion, long term debt
    
    $
    67,344
    
    
    $
    58,583Line of Credit
    
    
    853,621
    
    
    
    779,718Accounts payable
    
    
    1,854,429
    
    
    
    2,002,439Accrued liabilities
    
    
    816,023
    
    
    
    781,737Income taxes payable
    
    
    15,122
    
    
    
    15,121Total current liabilities
    
    
    3,606,539
    
    
    
    3,637,598LONG TERM DEBT
    
    
    168,604
    
    
    
    94,754STOCKHOLDERS 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, 18,637,803 shares
issued and outstanding at June 30, 2008 and March 31, 2008 )
    
    
    18,638
    
    
    
    18,638Additional paid-in capital
    
    
    18,014,107
    
    
    
    17,929,992Accumulated deficit
    
    
    (13,932,611
    )
    
    
    (14,263,113
    )Accumulated other comprehensive income (loss) (foreign currency translation adjustment)
    
    
    55,242
    
    
    
    27,650Total stockholders equity (deficit)
    
    
    4,155,376
    
    
    
    3,713,167TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    7,930,519
    
    
    $
    7,445,519
 
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  For the three months endedJune 30,2008
    
    2007Net sales
    
    $
    3,635,479
    
    
    $
    1,244,657Cost of sales
    
    
    1,269,424
    
    
    
    665,428Gross profit
    
    
    2,366,055
    
    
    
    579,229Operating ExpensesResearch and development
    
    
    124,958
    
    
    
    29,389Sales and marketing
    
    
    671,299
    
    
    
    103,241General and administrative
    
    
    1,130,313
    
    
    
    744,481Depreciation and amortization
    
    
    91,261
    
    
    
    65,634TOTAL OPERATING EXPENSES
    
    
    2,017,831
    
    
    
    942,745INCOME (LOSS) FROM OPERATIONS
    
    
    348,224
    
    
    
    (363,516
    )OTHER INCOME (EXPENSES)Interest expense
    
    
    (35,343
    )
    
    
    (28,829
    )Other income
    
    
    17,621
    
    
    
    1,392TOTAL OTHER INCOME (EXPENSES)
    
    
    (17,723
    )
    
    
    (27,437
    )NET INCOME (LOSS) BEFORE TAX
    
    $
    330,501
    
    
    $
    (390,953
    )INCOME (LOSS) PER SHAREBasic
    
    $
    0.02
    
    
    $
    (0.03
    )Fully diluted
    
    $
    0.01
    
    
    $
    (0.03
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic
    
    
    18,637,803
    
    
    
    13,611,630Fully diluted
    
    
    27,000,995
    
    
    
    13,611,630
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the three months ended June 30,(Unaudited)2008
    
    
    2007Net Income (Loss)
    
    $
    330,501
    
    
    $
    (390,953
    )OTHER COMPREHENSIVEINCOME (LOSS):Foreign currency translation adjustment
    
    
    27,592
    
    
    
    4,600Comprehensive income (loss)
    
    $
    358,093
    
    
    $
    (386,353
    )
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the three months endedJune 30,2008
    
    2007CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    330,501
    
    
    $
    (390,953
    )Adjustments to reconcile net income (loss) to net cash used
by operating activities Depreciation and amortization
    
    
    91,261
    
    
    
    65,634Inventory reserve
    
    
    (48
    )
    
    
    Allowance for doubtful accounts
    
    
    (98
    )
    
    
    Value of stock options issued to employees
    
    
    88,425
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (541,169
    )
    
    
    296,096Inventories
    
    
    (89,987
    )
    
    
    211,818Prepaid expenses
    
    
    92,687
    
    
    
    (122,238
    )Accounts payable
    
    
    (148,010
    )
    
    
    382,544Accrued liabilities
    
    
    34,286
    
    
    
    855,583Net cash provided by (used by) operating activities
    
    
    (142,152
    )
    
    
    1,298,484CASH FLOWS FROM INVESTING ACTIVITIESPurchases of equipment
    
    
    (287,613
    )
    
    
    (50,364
    )Net cash used by investing activities
    
    
    (287,613
    )
    
    
    (50,364
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from private placement
    
    
    
    
    
    
    6,045,294Net proceeds from (repayments of) capital lease note payable
    
    
    82,611
    
    
    
    (11,201
    )Proceeds from (repayments of) line of credit
    
    
    34,286
    
    
    
    (522,226
    )Net cash provided by financing activities
    
    
    116,897
    
    
    
    5,511,867NET (DECREASE) INCREASE IN CASH
    
    
    (312,868
    )
    
    
    6,759,987Effect of exchange rate changes on cash and cash equivalents
    
    
    52,279
    
    
    
    6,756CASH AND CASH EQUIVALENTS, BEGINNING
    
    
    1,728,281
    
    
    
    126,966CASH AND CASH EQUIVALENTS, ENDING
    
    $
    1,467,692
    
    
    $
    6,893,709Supplemental Information:Interest paid
    
    $
    23,443
    
    
    $
    23,376Income taxes paid
    
    $
    
    
    
    $
    
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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 four subsidiaries, Remedent N.V.
(Belgian corporation) located in Deurle, Belgium, Remedent Professional, Inc. (incorporated in
California) and a subsidiary of Remedent Professional Holdings, Inc., Remedent Asia Pte. Ltd, a
wholly-owned subsidiary formed under the laws of Singapore, and Sylphar N.V. (incorporated in
Belgium as a wholly owned subsidiary on September 24, 2007), (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 three months ended June
30, 2008, are not necessarily indicative of the results that may be expected for the year ended
March 31, 2009. Accordingly, your attention is directed to footnote disclosures found in the
Annual Report on Form 10-KSB for the year ended March 31, 2008, and particularly to Note 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 June 30, 2008, 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 $15,764 at June 30, 2008 and $15,812 at March 31, 2008.Prepaid ExpenseThe Companys prepaid expense consists of prepayments to suppliers for inventory purchases and
to the Belgium customs department, to obtain an exemption of direct VAT payments for imported
goods out of the European Union (EU). This prepayment serves as a guarantee to obtain the
facility to pay VAT at the moment of sale and not at the moment of importing goods at the
border. Prepaid expenses also include VAT payments made for goods and services in excess of VAT
payments received from the sale of products as well as amounts for other prepaid operating
expenses.
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Property and EquipmentProperty and equipment are stated at cost. Major renewals and improvements are charged to the
asset accounts while replacements, maintenance and repairs, which do not improve or extend the
lives of the respective assets, are expensed. At the time property and equipment are retired or
otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of
the applicable amounts. Gains or losses from retirements or sales are credited or charged to
income.The Company depreciates its property and equipment for financial reporting purposes using the
straight-line method based upon the following useful lives of the assets:
 Tooling
    
    3 YearsFurniture and fixtures
    
    4 YearsMachinery and Equipment
    
    4 Years
 PatentsPatents consist of the costs incurred to purchase patent rights and are reported net of
accumulated amortization. Patents are amortized using the straight-line method over a period
based on their contractual lives.Research and Development CostsThe Company expenses research and development costs as incurred.AdvertisingCosts incurred for producing and communicating advertising are expensed when incurred and
included in sales and marketing and general and administrative expenses. For the three month
periods ended June 30, 2008 and June 30, 2007, advertising expense was $86,600 and $38,331,
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
$23,646 and $23,718 as of June 30, 2008 and March 31, 2008, respectively.Segment ReportingStatement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of
an Enterprise and RelatedInformation requires use of the management approach model for
segment reporting. The management approach model is based on the way a companys management
organizes segments within the company for making operating decisions and assessing performance.
Reportable segments are based on products
and services, geography, legal structure, management structure, or any other manner in which
management disaggregates a company. The Companys management considers its business to comprise
one segment for reporting purposes.
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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 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 subsidiaries, Remedent N.V. and
Sylphar N.V., is the Euro, for Remedent Asia the Singapore Dollar. Finally, the functional
currency for Remedent Professional, Inc. is the U.S. dollar. The Company translates foreign
currency statements to the reporting currency in accordance with FASB 52. The assets and
liabilities of companies whose functional currency is other that the U.S. dollar are included in
the consolidation by translating the assets and liabilities at the exchange rates applicable at
the end of the reporting period. The statements of income of such companies are translated at
the average exchange rates during the applicable period. Translation gains or losses are
accumulated as a separate component of stockholders equity.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 gains of $27,592 and $4,600 for the three month periods ended June 30,
2008 and June 30, 2007, respectively. These amounts have been recorded as a separate component
of stockholders equity.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 three month periods ended June 30, 2008 and June 30, 2007, equity
compensation in the form of stock options and grants of restricted stock totaled $88,425 and
$nil, respectively.
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Recent Accounting PronouncementsIn March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. This statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities, and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entitys financial position, financial performance, and cash
flows. This statement is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008 (the Companys fiscal year beginning April 1, 2009),
with early application encouraged. This statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. Management is in the process of evaluating
the impact the future application of this pronouncement may have on its consolidated financial
statements.In December 2007, the FASB issued SFAS No. 141 (Revised 2007) Business Combinations. SFAS 141
(Revised) establishes principles and requirements for how the acquirer of a business recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance
for recognizing and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination. The guidance will become effective for the
Companys fiscal year beginning April 1, 2009. Management is in the process of evaluating the
impact SFAS 141 (Revised) will have on the Companys financial statements upon adoption.In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51. SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation
of a subsidiary. The guidance will become effective for the Companys fiscal year beginning
April 1, 2009. Management is in the process of evaluating the impact SFAS 160 will have on the
Companys financial statements upon adoption.3.
    
    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 Redemption
Right). Once the Redemption Right vests, the Company has the right, but not the obligation, to
redeem the Warrants for $0.001 per Warrant Share covered by the Warrants upon 30 days written
notice to the holders of the Warrants.Under the terms of the Purchase Agreement and the Registration Rights Agreement, the Company was
required to prepare and file with the Securities and Exchange Commission (the Commission) a
registration statement covering the resale of the Shares and the Warrant Shares. The Company
agreed to prepare and file a registration statement covering the resale no later than 30 days
after the Closing. The registration statement became effective October 23, 2007.The Company engaged Roth Capital Partners, LLC, as its exclusive agent to offer the Shares and
Warrants (the Placement Agent). The Placement Agent is entitled to a fee equal to ten percent
(10%) of the gross proceeds derived from the Offering, of which the Placement Agent may, at its
option, receive up to 2% of its 10% fee in securities issued in the Offering. Further, the
Company agreed to pay the Placement Agent 5% of the exercise price of the Warrants promptly
following the Companys receipt thereof. In addition, the Company agreed to
reimburse the Placement Agent for its out-of-pocket expenses related to the Offering, including
an up front payment of $25,000 to cover such expenses, of which any unused amount will be netted
against the Placement Agents 10% fee.
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As of June 30, 2008, the total costs of this private placement were $1,228,808, comprising of:
commissions of $762,505; out-of-pocket costs of $25,000; professional fees of $369,323 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.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 June 30, 2008 one customer accounted for 44% of the Companys trade
accounts receivable. The Company performs ongoing credit evaluations of its customers and
normally does not require collateral to support accounts receivable.Purchases  The Company has diversified its sources for product components and finished goods
and, as a result, the loss of a supplier would not have a material impact on the Companys
operations. For the three month period ended June 30, 2008, the Company had five suppliers who
accounted for a total of 25% of gross purchases. For the three month period ended June 30,
2007, the Company had five suppliers who accounted for a total of 29% of gross purchases.Revenues  For the three months ended June 30, 2008 the Company had one customer that accounted
for 36% of total revenues. For the three month period ended June 30, 2007 the Company had five
customers that accounted for 32% of total revenues.5.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTSA summary of accounts receivable and allowance for doubtful accounts as of June 30, 2008 and
March 31, 2008 is as follows:
 June 30, 2008
    
    March 31, 2008Accounts receivable, gross
    
    $
    2,476,172
    
    
    $
    1,935,101Less: allowance for doubtful accounts
    
    
    (32,083)
    
    
    
    (32,181
    )Accounts receivable, net
    
    $
    2,444,089
    
    
    $
    1,902,920
 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:
 June 30, 2008
    
    March 31, 2008Raw materials
    
    $
    30,681
    
    
    $
    29,788Components
    
    
    1,090,416
    
    
    
    970,101Finished goods
    
    
    345,363
    
    
    
    376,6321,466,460
    
    
    
    1,376,521Less: reserve for obsolescence
    
    
    (15,764)
    
    
    
    (15,812
    )Net inventory
    
    $
    1,450,696
    
    
    $
    1,360,709
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7.
    
    PREPAID EXPENSESPrepaid expenses are summarized as follows:
 June 30, 2008
    
    March 31, 2008Prepaid materials and components
    
    $
    621,666
    
    
    $
    588,639Prepaid Belgium income taxes
    
    
    
    
    
    
    79,060Prepaid consulting
    
    
    73,861
    
    
    
    62,237VAT payments in excess of VAT receipts
    
    
    82,674
    
    
    
    117,467Royalties
    
    
    39,410
    
    
    
    39,530Prepaid trade show expenses
    
    
    15,408
    
    
    
    25,276Prepaid rent
    
    
    15,347
    
    
    
    10,812Other
    
    
    29,119
    
    
    
    47,152$
    877,486
    
    
    $
    970,173
 8.
    
    PROPERTY AND EQUIPMENTProperty and equipment are summarized as follows:
 June 30, 2008
    
    March 31, 2008Furniture and Fixtures
    
    $
    198,789
    
    
    $
    182,079Machinery and Equipment
    
    
    984,154
    
    
    
    801,251Tooling
    
    
    342,450
    
    
    
    254,4501,525,393
    
    
    
    1,237,780Accumulated depreciation
    
    
    (617,517)
    
    
    
    (545,171
    )Property & equipment, net
    
    $
    907,876
    
    
    $
    692,609
 9.
    
    LONG TERM INVESTMENTS AND ADVANCESInnovative Medical & Dental Solutions, LLC (IMDS, LLC)Effective July 15, 2007 the Company entered into a Limited Liability Company Merger and Equity
Reallocation Agreement (the Participation Agreement) through its subsidiary, Remedent N.V.
Pursuant to the terms of the Participation Agreement, the Company has acquired a 10% equity
interest in IMDS, LLC in consideration for $300,000 which was converted against IMDS
receivables.The agreement stipulates certain exclusive world wide rights to certain tooth whitening
technology, and the right to purchase at standard cost certain whitening lights and accessories
and to sell such lights in markets not served by the LLC. The terms of the Participation
Agreement also provide that Remedent N.V. has the first right to purchase additional equity.
Parties to the Participation Agreement include two officers of IMDS, LLC, and an individual who
is both an officer and director of Remedent Inc., and certain unrelated parties.IMDS, LLC is registered with the Secretary of the State of Florida as a limited liability
company and with the Secretary of the State of California as a foreign corporation authorized to
operate in California. IMDS, LLC is merging with White Science World Wide, LLC, a limited
liability company organized under the laws of the State of Georgia. The merged companies are
operating as a single entity as IMDS, LLC, a Florida limited liability company.Soca Networks Singapore (Soca)Pursuant to the terms of a letter of intent dated December 17, 2007, the Company has agreed to
purchase 20% of Soca for a total purchase price of $750,000. Half of the purchase price has been
advanced $375,000 to Soca as a down payment, pending completion of the agreement terms. The
balance of $375,000 is to be paid through the issuance of 220,588 shares of the Companys common
stock. The final agreement is currently being negotiated and management expects to close the
agreement within the first half of the new fiscal year 2009.
 11




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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 $24,375 of accumulated amortization for this
patent as of June 30, 2008. The Company accrues this royalty when it becomes payable to
inventory therefore no provision has been made for this obligation as of June 30, 2008
(2007-Nil).Universal Applicator PatentIn September 2004, the Company entered into an agreement with Lident N.V. (Lident), a company
controlled by Mr. De Vreese, the Companys Chairman, to obtain an option, exercisable through
December 31, 2005, to license an international patent (excluding the US) and worldwide
manufacturing and distribution rights for a potential new product which Lident had been assigned
certain rights by the inventors of the products, who are unrelated parties, prior to Mr. De
Vreese association with the Company. The patent is an Italian patent which relates to a single
use universal applicator for dental pastes, salves, creams, powders, liquids and other
substances where manual application could be relevant. The Company has filed to have the patent
approved throughout Europe. The agreement required the Company to advance to the inventors
through Lident a fully refundable deposit of 100,000 subject to the Companys due diligence
regarding the enforceability of the patent and marketability of the product, which, if viable,
would be assigned to the Company for additional consideration to the inventors of 100,000
and an ongoing royalty from sales of products related to the patent equal to 3% of net sales
and, if not viable, the deposit would be repaid in full by Lident. The consideration the Company
had agreed to pay Lident upon the exercise of the option is the same as the consideration Lident
is obligated to pay the original inventors. Consequently, Lident would not have profited from
the exercise of the option. Furthermore, at a meeting of the Companys Board of Directors on
July 13, 2005, the Board accepted Lidents offer to facilitate an assignment of Lidents
intellectual property rights to the technology to the Company in exchange for the reimbursement
of 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. The Company paid 25,000 in September 2005 and the remaining 25,000 was paid in
the period ended June 30, 2008. The patent is being amortized over five (5) years and
accordingly, the Company has recorded $61,411 of accumulated amortization for this patent as of
June 30, 2008.11.
    
    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 January 3, 2008, amended and
decreased the mixed-use line of credit to 2,050,000, to be used by Remedent NV and/or
Sylphar NV. Each line of credit carries its own interest rates and fees as provided in the
Facility.
 12




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Remedent N.V. and Sylphar N.V. are currently only utilizing two lines of credit, advances based
on account receivables and the straight loan. As of June 30, 2008 and March 31, 2008, Remedent
N.V. and Sylphar N.V. had in aggregate, $853,621 and $779,718 in advances outstanding,
respectively, under this mixed-use line of credit facility.12.
    
    LONG TERM DEBTOn June 15, 2005, the Company entered into two five year capital lease agreements for
manufacturing equipment totaling 70,296 (US $85,231). On October 24, 2006, the Company
entered into another five year capital lease agreement for additional manufacturing equipment
totaling 123,367 (US $157,503). On May 15, 2008, the company entered into a third capital
lease agreement over a three year period for additional manufacturing equipment totaling 
63,395 (US $ 98,516).The leases require monthly payments of principal and interest at 7.43% of
1,258 (US$1,983 at June 30, 2008) for the first two leases and 9.72% of 2,276 (US$3,588
at June 30, 2008) and provide for buyouts at the conclusion of the five year term of 2,820
(US$4,445) or 4.0% of original value for the first two contracts and 4,933 (US $7,776) or
4.0 % of the original value for the second contract. Concerning the third lease contract
requires monthly payments of principal and interest at 9,40% of
1,909 (US $ 3,009 at June 30, 2008) and provides for buyout at the conclusion of the three
year term of  633,95 (US $ 999) or 1% of the original value of this contract.The book value as of June 30, 2008 and March 31, 2008 of the equipment subject to the
foregoing leases are $235,947 and $149,673, respectively.13.
    
    DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONSBorrowings 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 three month periods ended June 30, 2008 and 2007 respectively, the Company incurred
$179,632 and $156,594 respectively, as compensation for all directors and officers.Sales Transactions:One of the Companys directors owns a minority interest in a client company, IMDS Inc., to which
goods were sold during the quarter ended June 30, 2008 and 2007 totaling $34,980 and $355
respectively. Accounts receivable at year end with this customer totaled $91,533 and $392,057 as
at March 31, 2008 and 2007 respectively.Accounts receivable with this customer totaled $47,429 and $361,129 as at June 30, 2008 and 2007
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.
 13




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##### Table of Contents



14.
    
    ACCRUED LIABILITIESAccrued liabilities are summarized as follows:
 June 30, 2008
    
    March 31, 2008Accrued employee benefit taxes and payroll
    
    $
    142,247
    
    
    $
    178,645Accrued Travel
    
    
    11,823
    
    
    
    17,667Advances and deposits
    
    
    6,655
    
    
    
    212,736Commissions
    
    
    254,861
    
    
    
    130,875Accrued audit and tax preparation fees
    
    
    8,343
    
    
    
    4,000Reserve for warranty costs
    
    
    23,646
    
    
    
    23,718Accrued interest
    
    
    
    
    
    
    984Accrued consulting fees
    
    
    3,288
    
    
    
    35,204Other accrued expenses
    
    
    271,112
    
    
    
    177,908$
    816,023
    
    
    $
    781,737
 15.
    
    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 June 3, 2005, the
Company authorized the implementation of a 2004 Incentive and Nonstatutory Stock Option Plan
(2004 Plan) reserving 800,000 shares of common stock for issuance to employees, directors and
consultants of the Company or any subsidiaries. This plan became effective as of June 3, 2005
after the Company had completed a one for twenty reverse split.On August 17, 2007, pursuant to the terms of the Companys 2004 Plan, 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 $28,780 has been recorded in the year ended March 31, 2008.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 $88,425 has been recorded in the three months ended June 30, 2008 (2007  $nil).
 14




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A summary of the option activity for the three months ended June 30, 2008 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, 2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    730,666
    
    
    $
    4.46
    
    
    
    150,000
    
    
    $
    1.75Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options outstanding, June 30, 2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    730,666
    
    
    $
    2.17
    
    
    
    150,000
    
    
    $
    1.75Options exercisable June 30, 2008
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    4.25
    
    
    
    
    
    
    
    Exercise price range
    
    $
    1.00 to $4.00
    
    
    
    
    
    
    $
    1.50 to $4.00
    
    
    
    
    
    
    $
    1.75Weighted average remaining life
    
    3.8 years
    
    
    
    
    
    
    7.8 years
        
    
    
    
    
    9.23 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 compensationoutstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants
    
    
    outstanding options
    
    
    securities reflectedPlan Category
    
    and right
    
    
    warrants and rights
    
    
    in column (a))Equity Compensation Plans approved by security holders
    
    
    1,103,166
    
    
    $
    1.93
    
    
    
    96,834Equity Compensation Plans not approved by security holders
    
    
    297,298
    
    
    $
    1.50
    
    
    NA1,400,464
    
    
    $
    1.84
    
    
    
    96,834
 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 three
months ended June 30, 2008 the Company recognized $88,425 (2007  $nil) in compensation expense
in the consolidated statement of operations.
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16.
    
    COMMON STOCK WARRANTS AND OTHER OPTIONSAs of June 30, 2008, the Company has 7,260,026 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, 2008
    
    
    7,260,026
    
    
    $
    1.67Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Warrants exercisable March 31, 2008
    
    
    7,260,026
    
    
    $
    1.62Exercise price range
    
    $
    1.20 to $3.00Weighted average remaining life
    
    3.16 Years
 17.
    
    SEGMENT INFORMATIONThe Companys only operating segment consists of dental products and oral hygiene products sold
by Remedent Inc., Remedent N.V., Sylphar N.V. and Remedent Asia Ltd.. Since the Company only has
one segment, no further segment information is presented.Customers Outside of the United States
 June 30, 2008
    
    
    June 30, 2007U.S. sales
    
    $
    2,158,900
    
    
    $
    33,777Foreign sales
    
    
    1,476,579
    
    
    
    1,210,880$
    3,635,479
    
    
    $
    1,244,657
 18.
    
    COMMITMENTSReal 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 ($11,097 per month at June 30, 2008). The minimum aggregate rent to be paid
over the remaining lease term based upon the conversion rate for the  at March 31, 2008 is
$359,773.Minimum monthly lease payments for real estate, and all other leased equipment for the next
three years are as follows based upon the conversion rate for the (Euro) at June 30, 2008.
 March 31, 2009
    
    $
    240,734March 31, 2010
    
    $
    76,896March 31, 2011
    
    $
    42,143Total:
    
    $
    359,773
 Factoring AgreementOn April 24, 2008, the Company entered into a Factoring Agreement (Agreement) with First
Community Financial, a division of Pacific Western Bank (First Community) whereby First
Community may purchase, from time to time, on a limited recourse basis such of the Companys
accounts now existing or hereafter created and arising out of the sale of goods or service by
the Company. The factoring credit facility limit is $1,000,000 and amounts factored are subject
to an interest rate of prime plus 2%. Security for the factoring credit facility is a first
charge over all the assets of the Company. The Agreement shall remain in effect until October
16, 2008 and may be renewed for successive six month periods unless terminated under certain
conditions.
 16




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19. SUBSEQUENT EVENTS
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statements
  17




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Overview
   ® ®
     Our Critical Accounting Policies
  18




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Results of Operations
   For the three months endedJune 30,2008
    
    2007NET SALES
    
    
    100.00
    %
    
    
    100.00
    %COST OF SALES
    
    
    34.92
    %
    
    
    53.46
    %GROSS PROFIT
    
    
    65.08
    %
    
    
    46.54
    %OPERATING EXPENSESResearch and development
    
    
    3.44
    %
    
    
    2.36
    %Sales and marketing
    
    
    18.47
    %
    
    
    8.29
    %General and administrative
    
    
    31.09
    %
    
    
    59.81
    %Depreciation and amortization
    
    
    2.51
    %
    
    
    5.27
    %TOTAL OPERATING EXPENSES
    
    
    55.50
    %
    
    
    75.74
    %INCOME (LOSS) FROM OPERATIONS
    
    
    9.58
    %
    
    
    (29.21
    )%Other income (expense)
    
    
    (0.49
    )%
    
    
    (2.20
    )%INCOME (LOSS) BEFORE INCOME TAXES
    
    9.09%
    
    
    (31.41
    )%NET INCOME (LOSS)
    
    
    9.09
    %
    
    
    (31.41
    )%
 Net Sales
  Cost of Sales
  19




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Gross Profit
  Operating Expenses
 Research and Development
 Sales and marketing costs
 General and administrative costs
 Depreciation and amortization
 Net interest expense
 Liquidity and Capital Resources
 20




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Cash and Cash equivalents
  Operations
  Investing activities
  Financing activities
    Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  21




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Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
   Change in Internal Control Over Financial Reporting
  22




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission Of Matters To A Vote Of Security Holders
  
 Item 5. Other Information
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Item 6. Exhibits
 Exhibit No
    
    Description2.1
    
    
    Stock Exchange Agreement with Resort World Enterprises, Inc. (1)3.1
    
    
    Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.2
    
    
    Amendment to Articles of Incorporation changing name from Jofran Confectioners
International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.3
    
    
    Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a
Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated
January 9, 1987 (1)3.4
    
    
    Amendment to Articles of Incorporation changing name from Cliff Graphics International,
Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated
March 8, 1995 (1)3.5
    
    
    Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a
Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated
November 20, 1997 (1)3.6
    
    
    Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions, Inc.,
a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation, dated
August 18, 1998 (1)3.7
    
    
    Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc.,
a Nevada corporation, to Remedent , Inc., dated October 5, 1998 (1)3.8
    
    
    Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to
Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2)3.9
    
    
    Amended and Restated Bylaws (2)4.1
    
    
    Specimen of Stock Certificate (3)4.2
    
    
    Form of Subscription Agreement (4)4.3
    
    
    Form of Warrant for Common Stock (4)4.4
    
    
    Form of Registration Rights Agreement (4)4.5
    
    
    Form of Warrant for Unit (5)4.6
    
    
    Form of Warrant for Common Stock (6)10.1
    
    
    Distribution Agreement, dated April 10, 2008, by and between Remedent N.V. and GlamTech
USA, Inc. (7)10.2
    
    
    Factoring Agreement between Remedent, Inc. and First Community Financial, a division of
Pacific Western Bank, dated April 24, 2008 (8)10.3
    
    
    OEM Agreement between Remedent, Inc. and SensAble Technologies, Inc., dated June 30, 2008 (9)31.1
    
    
    Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.*31.2
    
    
    Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.*32.1
    
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.*32.2
    
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.*
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July
24, 2002.(2)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.(3)
    
    Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.(4)
    
    Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005.(5)
    
    Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005(6)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 27, 2007. 24




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(7)
    
    Incorporated by reference from Form 8-K filed with the SEC on April 15, 2008.(8)
    
    Incorporated by reference from Form 8-K filed with the SEC on April 30, 2008.(9)
    
    Incorporated by reference from Form 8-K filed with the SEC on July 7, 2008. 25




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SIGNATURES
  REMEDENT, INC.Date: August 19, 2008
    By:
    /s/ Robin ListName:
    Robin ListTitle:
    Chief Executive OfficerDate: August 19, 2008
    By:
    /s/ Philippe Van AckerName:
    Philippe Van AckerTitle:
    Chief Financial Officer 26