SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                    FOR THE THREE MONTHS ENDED JUNE 30, 2003
                                       or
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975

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

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


    XAVIER DE COCKLAAN 42, 9831 DEURLE, BELGIUM               N/A
    -------------------------------------------               -----------
    (Address of principal executive offices)                  (Zip code)

                                011-329-321-70-80
                                -----------------
                (Issuer's telephone number, including area code)

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

Number of shares of issuer's  common  stock  outstanding  as of August 18, 2003:
32,036,558

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


<PAGE>
                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                                  June 30, 2003

     PART I - FINANCIAL INFORMATION                                         PAGE
                                                                            ----

     Item 1.  Interim Consolidated Financial Statements (Unaudited)

      Consolidated Balance Sheets as of June 30, 2003.......................  2

      Consolidated Statements of Operations
      For the Three Month Periods Ended June 30, 2003 and 2002..............  3

      Consolidated Statements of Cash Flows
      For the Three Month Periods Ended June 30, 2003 and 2002..............  4

      Consolidated Statements of Comprehensive Loss
      For the Three Month Periods Ended June 30, 2003 and 2002..............  5

      Notes to Interim Consolidated Financial Statements....................  6

     Item 2.  Management's Discussion and Analysis or Plan of Operation..... 12

     PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                              17
     Item 2.  Changes in Securities and Use of Proceeds..................... 17
     Item 3.  Defaults upon Senior Securities............................... 17
     Item 4.  Submission of Matters to Vote of Security Holders............. 17
     Item 5.  Other Information............................................. 17
     Item 6.  Exhibits and Reports on Form 8-K.............................. 18

       (a)  Exhibits........................................................ 18
       (b)  Reports on Form 8-K                                              18

     Signatures............................................................. 19


                                       i

<PAGE>

PART I - FINANCIAL INFORMATION

    ITEM 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               As at June 30, 2003
                                   (Unaudited)


           ASSETS

CURRENT ASSETS
    Accounts receivable, net                                       $  290,572
    Due from related party                                            147,613
    Inventories, net                                                  183,763
    Prepaid expense                                                    37,664
                                                                   -----------
         TOTAL CURRENT ASSETS                                         659,612

Property & equipment, net                                              40,399

Other assets                                                            1,309
                                                                   -----------

         TOTAL ASSETS                                              $  701,320
                                                                   ==========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

    Bank overdraft                                                 $       24
    Line of credit                                                    228,344
    Accounts payable                                                  469,552
    Due to related parties                                            317,797
    Accrued taxes                                                     141,148
    Accrued liabilities                                               246,780
    Note payable                                                       98,850
                                                                   -----------
         TOTAL CURRENT LIABILITIES                                  1,502,495
                                                                   -----------

Commitments and contingencies

SHAREHOLDERS' DEFICIT

    Common stock (50,000,000 shares authorized, $0.001 par value;
      32,057,524 shares issued and outstanding)                        32,058
    Additional paid in capital                                      4,357,302
    Accumulated deficit                                            (5,679,166)
    Common stock subscribed (6,104,166 shares)                        438,357
    Minority interest in Remedent NV                                   47,607
    Cumulative translation adjustment                                   2,667
                                                                   -----------
          TOTAL SHAREHOLDERS' DEFICIT                                (801,175)
                                                                   -----------

          TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT              $  701,320
                                                                   ==========


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


                                       1
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

                                              For the three months ended
                                            June 30, 2003    June 30, 2002
                                            -------------    -------------

NET SALES                                   $  823,276       $  495,608

COST OF SALES                                  432,017          278,741
                                               -------          -------

            GROSS PROFIT                       391,259          216,867

OPERATING EXPENSES
    Research and development                     2,604           54,521
    Sales and marketing                         28,235           14,859
    General and administrative                 337,454          285,759
    Depreciation and amortization                5,215            5,106
                                                 -----            -----

           TOTAL OPERATING EXPENSES            373,508          360,245
                                               -------          -------

INCOME (LOSS) FROM OPERATIONS                   17,751         (143,378)

OTHER INCOME (EXPENSES)
    Interest/other income                        2,229            2,738
    Interest expense                           (22,166)         (18,905)
                                               --------         --------

           TOTAL OTHER INCOME (EXPENSES)       (19,937)         (16,167)
                                               --------         --------

LOSS BEFORE INCOME TAXES                        (2,186)        (159,545)

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

           NET LOSS                         $   (2,186)      $ (159,545)
                                            ===========      ===========

NET LOSS PER SHARE                          $    (0.00)      $    (0.01)
                                            ===========      ===========

WEIGHTED AVERAGE SHARES OUTSTANDING         32,569,702       32,569,702
                                            ===========      ===========



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


                                       2
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the three months ended
                                                                 June 30, 2003  June 30, 2002
                                                                 -------------  -------------

<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           $  (2,186)   $(159,545)
Adjustments to reconcile net loss to net cash
provided by operating activities:
    Depreciation and amortization                                      5,214        5,106
    Stock for services and interest                                        -        6,225

Changes in operating assets and liabilities:

       Accounts receivable                                          (104,025)    (127,943)
       Notes receivable                                               (4,251)           -
       Inventories                                                   (61,153)      26,416
       Prepaid expenses                                                2,862       11,181
       Accounts payable                                                4,645       68,831
       Accrued liabilities                                           113,150      (73,280)
       Other assets                                                     (421)       1,000
                                                                   ---------    ---------
NET CASH USED FOR OPERATING ACTIVITIES                               (46,165)    (242,009)

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchases of equipment                                            (1,138)           -
    Notes to related parties                                         161,037            -
                                                                   ---------    ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                            159,899            -

CASH FLOWS FROM FINANCING ACTIVITIES

       Note payments                                                 (69,333)     (26,343)
    Proceeds from line of credit                                     (42,709)      87,339
    Proceeds from note payable                                       336,133            -
    Net liabilities sold                                            (335,713)           -
    Proceeds from sale of common stock                                     -       30,000
    Subscription receivable                                                -       83,430
    Payments to related parties                                            -       (5,952)
    Notes to related parties                                               -       44,597
                                                                   ---------    ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES                (111,622)     213,071
                                                                   ---------    ---------

    NET INCREASE IN CASH                                               2,112      (28,938)
    Effect of exchange rate changes on cash and cash equivalents      (2,112)      (2,844)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               -       31,940
                                                                   ---------    ---------
CASH AND CASH EQUIVALENTS, END OF YEAR                             $       -    $    $158
                                                                   =========    =========
</TABLE>

Supplemental Non Cash Investing and Financing Activities:



During the quarter ended June 30, 2002,  the Company  issued  637,916  shares of
common stock for the repayment of $84,406 in accrued expenses.

During the quarter ended June 30, 2002, the Company issued  1,810,000  shares of
common stock for the full settlement of $107,778 in notes payable and $10,000 in
accrued interest.

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



Supplemental Information:
   Interest paid                      $22,166               $8,836
      Taxes paid                 $        -             $       -



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


                                       3
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
            FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


                                                   Three months ended June 30,

                                                        2003           2002

     Net loss                                         $ (2,186)    $ (159,545)
     Other comprehensive income (loss):
        Foreign currency translation adjustment          50,861        21,420
                                                      ---------    ------------
     Comprehensive income (loss)                      $  48,675    $ (138,125)
                                                      =========    ===========


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


                                       4
<PAGE>

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

1.  General

The accompanying unaudited interim consolidated financial statements include the
accounts  of  Remedent  USA,  Inc.  (incorporated  in  Delaware)  and  it's  two
subsidiaries, Remedent NV (a Belgian corporation) located in Ghent, Belgium, and
Remedent  Professional,  Inc.  (incorporated  in  California)(collectively,  the
"Company"). Remedent USA, Inc. is a holding company. Remedent Professional, Inc.
has been dormant since  inception.  At June 30, 2003,  Remedent USA owned 22% of
Remedent  NV,  a  manufacturer  of  professional  dental  equipment  for  use by
dentists.  Since the other  shareholders of Remedent NV are officers of Remedent
USA or companies owned by officers of Remedent USA, the Company believes that it
has  "control"  of  Remedent  NV, as defined by ARB 51  "Consolidated  Financial
Statements",  The Company has consolidated the financial position and results of
operations of Remedent NV. Remedent Professional Inc., a wholly owned subsidiary
of  Remedent  USA  is  the  United  States  sales   organization  for  equipment
manufactured  by  Remedent  NV.  All  significant   inter-company  accounts  and
transactions have been eliminated in the consolidated financial statements.  The
interim consolidated  financial statements have been prepared in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  with  instructions  to Form  10-QSB  and Item 10 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three-month  period ended June 30, 2003 are not  necessarily  indicative  of the
results  that may be expected  for the fiscal year ending  March 31,  2004.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
fiscal year ended March 31, 2003.

2.  Summary of Significant Accounting Policies

Basis for Presentation

The  Company's  financial  statements  have been prepared on an accrual basis of
accounting,  in conformity with accounting  principles generally accepted in the
United  States.  These  principles  contemplate  the  realization  of assets and
liquidation of liabilities in the normal course of business.  The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States 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.

Principles of Consolidation

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

Revenue Recognition

Sales are  recorded  when  products  are shipped to  customers.  Provisions  for
discounts and rebates to customers,  estimated returns and allowances, and other
adjustments are provided for in the same period that related sales are recorded.
The Company recognizes revenue in accordance with Staff Accounting Bulletin 101.

Impairment of Long-Lived Assets

Long-lived   assets   consist   primarily   of  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, 2003, management believes there was no


                                       5
<PAGE>

impairment of the Company's  long-lived  assets.  At March 31, 2003, the Company
recorded a 100%  impairment  loss against the  goodwill  recorded as part of the
IMOS Acquisition (SEE NOTE 6)

Pervasiveness of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

The Company sells professional dental equipment 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.  As of June
30, 2003 and March 31, 2003, the allowance for doubtful accounts was $88,527 and
$90,617,  respectively.  The Company  uses the  allowance  method to account for
uncollectable accounts receivable. The Company's estimate is based on historical
collection  experience  and a review of the  current  status  of trade  accounts
receivable.

Computation of Earnings Per Share

Basic net income  (loss) per common  share is computed  by  dividing  net income
(loss)  attributable to common  stockholders  by the weighted  average number of
shares of common  stock  outstanding  during the period.  Net income  (loss) per
common share attributable to common  stockholders  assuming dilution is computed
by dividing net income by the weighted  average number of shares of common stock
outstanding  plus the number of  additional  common  shares that would have been
outstanding if all dilutive  potential common shares had been issued.  Potential
common shares  related to stock options and stock warrants are excluded from the
computation when their effect is antidilutive.

Common shares related to stock options and stock warrants that are  antidilutive
amounted to 6,844,000  and  6,894,000  for the three months ending June 30, 2003
and 2002, respectively.

Impact of New Accounting Standards

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

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure".  This Statement amends SFAS No. 123,
"Stock-Based  Compensation",  to provide alternative methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
alternative  methods of  transition  of SFAS 148 are  effective for fiscal years
ending after December 15, 2002. The Company follows APB 25 in accounting for its
employee  stock options.  The disclosure  provision of SFAS 148 is effective for
years  ending  after  December  15,  2002 and has been  incorporated  into these
consolidated financial statements and accompanying footnotes.

                                       6
<PAGE>

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity". This Statement
establishes  standards for how an issuer of debt classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify  certain  financial  instruments as a liability
(or an  asset  in some  circumstances)  instead  of  equity.  The  Statement  is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15, 2003. The Company will adopt this Statement on July 1,
2003.  The  Company  does  not  believe  that  any of  these  recent  accounting
pronouncements  will have a  material  impact  on their  financial  position  or
results of operations.

In April 2003 the FASB issued SFAS 145 "Rescission of FASB Statements No. 4, 44,
and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."  This
Statement  rescinds SFAS 4, Reporting Gains and Losses frojm  Extinguishment  of
Debt, and an amendment of that Statement,  SFAS 64, Extinguishments of Debt Made
to Satisfy Sinking-Fund Requirements.  The rescission of these Statements alters
the financial  reporting  requirements  from gains and losses resulting from the
extinguishment  of debt.  These gains or losses  should now be  reported  before
extraordinary  items, unless the 2 requirements for extraordinary items are met.
This Statement also rescinds SFAS 44,  Accounting for Intangible Assets of Motor
Carriers  and  amends  SFAS  13,   Accounting   for  Leases,   to  eliminate  an
inconsistency  between the required  accounting for sale-leaseback  transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to  sale-leaseback  transactions.  This  Statement also
amends other existing  authoritative  pronouncements  to make various  technical
corrections,  clarify meanings,  or describe their  applicability  under changed
conditions.

The provisions of this Statement  related to the rescission of Statement 4 shall
be applied in fiscal years  beginning  after May 15,  2002.  Any gain or loss on
extinguishment  of debt that was  classified as an  extraordinary  item in prior
periods   presented   that  does  not  meet  the  criteria  in  Opinion  30  for
classification as an extraordinary item shall be reclassified. The provisions of
this  Statement  related to  Statement 13 shall be  effective  for  transactions
occurring after May 15, 2002.

3.  Due from Related Parties

On February 12, 2002, Remedent NV entered into a loan agreement for (euro)
125,000  (US$141,500 at June 30, 2003), with a company owned and operated by Guy
De Vreese, the Company's Chairman.  The agreement was entered into in connection
with a line of credit  established  with the Bank  Brussel  Lambert  ("BBL") for
amounts up to (euro) 250,000  (US$283,000 at June 30, 2003) (see Note 7). Due to
the  insufficient  assets  maintained by the Company as of inception date of the
line of credit,  the BBL imposed two  requirements  for the extension of credit;
(1) Mr. De Vreese  personally  guarantee  the line of  credit,  and (2)  another
company owned by Mr. De Vreese was required to repay its existing line of credit
in full. As such,  the loan  received was utilized to repay the other  company's
existing  line of credit.  Repayment  of the loan will occur upon the  Company's
ability to provide sufficient assets to replace the personal guarantee of Mr. De
Vreese.

4.  Inventories

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

                                                     June            March
                                                   30, 2003         31, 2003
                                                 -----------       ----------

         Raw Materials                           $  175,794        $  88,717
         Finished Goods                              16,459           36,281

         Less: Inventory reserve                     (8,490)          (8,168)
                                                 -----------       ----------
         Inventories, net                        $  183,763        $ 116,830
                                                 ==========        ==========

                                       7
<PAGE>

5.  Property and Equipment

Property and equipment are summarized as follows
                                                     June            March
                                                   30, 2003         31, 2003
                                                 -----------       ----------

Tooling                                          $   49,782        $  49,782
Furniture and fixtures                               18,166           16,361
Less accumulated depreciation                       (27,549)         (22,097)
                                                 -----------       ----------
Property and equipment, net                       $  40,399        $  44,046
                                                 ==========        ==========

6.  Goodwill

On January 15, 2002, Remedent NV acquired International Medical & Dental Support
("IMDS"),  a dental  practitioner  outsourcing  firm. The  acquisition was for a
total of 6,000,000 shares of common stock, valued at $330,000.  The value of the
common shares issued was  determined  based on the market price of the Company's
common  stock on the  date of  acquisition.  As the firm was in the  development
stage,  there were no assets and  liabilities as of the  acquisition  date. As a
result, the balance of the purchase price was allocated to goodwill.

On January 1, 2002, the Company adopted SFAS 142 and has ceased  amortization of
goodwill,  which is deemed to have an indefinite  life. Under the new rules, the
Company is no longer  permitted to amortize  intangible  assets with  indefinite
lives;  instead they will be subject to periodic tests for impairment.  SFAS 142
supercedes  APB Opinion #17,  Intangible  Assets.  In accordance  with SFAS 142,
management  annually  assesses the present value of the projected  cash flows of
the acquired business.

As of the year ended March 31, 2003,  management  deemed the IMDS Goodwill to be
fully impaired,  as the dental outsourcing  company is now dormant.  The Company
recorded a 100% impairment reserve at March 31, 2003.

7.  Line of Credit

On February 11, 2002, Remedent N.V. entered into a (euro)1,241,000 (US$1,404,812
at June  30,  2003)  Line of  Credit  Facility  (the  "Facility")  with the BBL,
consisting of a (euro)991,000  (US$1,121,812) accounts receivable factoring line
of credit and a (euro)250,000 (US$283,000) general line of credit. The factoring
line of credit, to be secured by qualifying  accounts  receivable,  will provide
the Company 75% of the amount of  qualifying  invoices up to the maximum  credit
line. For each qualifying invoice, the BBL will assume all collection duties and
charge a 0.47% fee on the invoice  amount for these  services.  Advances on this
line will bear interest at a rate of prime + 2.5% (6.5% at June 30, 2003). As of
June 30, 2003, no amounts were  outstanding on this line of credit.  The general
line of credit is secured by the personal assets of Guy de Vreese, the Company's
Chairman.  As of June 30,  2003,  $228,344  was  outstanding  under this line of
credit.

8.       Due to Related Parties

                                                    June              March
                                                  30, 2003          31, 2003
                                                  ----------       ----------
Borrowings from a former director in the form of
  convertible debentures.                         $   69,002       $   69,002
Borrowings from employees in the form
  of working capital loans.                           58,958           51,296
Borrowings in the form of working capital loans.     189,837          163,479
                                                  ----------       ----------

Due to related parties                            $  317,797       $  283,777
                                                  ==========       ==========


The  convertible  debentures  issued to the former  director  are due on demand,
bearing  interest at 10% per annum, and are convertible into common stock at the
sole  discretion  of the  holder  at  percentages  between  30% and 37.5% of the
average trading price for the stock for the 30 day period  immediately  prior to
the maturity  date.  In connection  with this  conversion  feature,  the Company
recorded a charge of $59,002 and $10,000 to interest  expense  during the fiscal
years ended March 31, 2001 and 2000, respectively. These amounts were calculated
on the 30 day period prior to the dates of the notes,  and are subject to change
based on the 30 day period prior to the maturity  dates. As of June 30, 2003 and
March 31,  2003,  $22,197 and  $20,472,  respectively,  were  accrued for unpaid
interest.


                                       8
<PAGE>


9.  Capital Transactions

On May 16, 2003, the  Company completed the sale of the toothbrush division with
the issuance of 750,000 shares of common stock.

Also on June 30,  2003,  the Company  issued  420,966  shares of common stock in
settlement of consulting fees in the amount of $21,048.

10.  Segment Information

The Company's  reportable  operating  segments  consist of  professional  dental
products and oral hygiene  products.  The "Other"  segment column below includes
centralized services including corporate consulting, legal, accounting, investor
relations and unallocated  corporate  payroll and interest.  The chief operating
decision  making  group  for the  Company's  reportable  operating  segments  is
comprised of the Company's Chief Executive Officer, Chief Financial Officer, and
the lead executives of each of the Company's two primary operating segments. The
operating segments are managed separately as each operating segment represents a
business unit with a distinctive  marketing  strategy,  distribution  method and
target customer.  The accounting policies of the operating segments are the same
as those described in the summary of significant accounting policies.


The  following is segment  information  for the three months ended June 20, 2003
and 2002:

                                    2003          2002
                                  ---------    ---------
Revenues:
   Professional Dental Products   $ 823,276    $ 494,299
   Dental Employee Outsourcing            -        1,309
                                  ---------    ---------
   Total                          $ 823,276    $ 495,608
                                  =========    =========
Net Loss:
   Professional Dental Products   $  21,004    $ (43,046)
   Dental Employee Outsourcing            -      (32,761)
   Other                            (23,190)     (83,738)
                                  ---------    ---------
Total                             $  (2,186)   $(159,545)
                                  =========    =========

The  Company  ships  products  from its  operations  in Europe.  The Company has
generated no material  revenue in the United States.  The following are sales by
its European locations for the three months ended June 30, 2003 and 2002:

                                    2003          2002
                                  ---------    ---------
Revenues - Europe:
   Professional Dental Products   $823,276     $494,299
   Dental Employee Outsourcing    $      -     $  1,309
                                  ---------    ---------
  Total                           $823,276     $495,608
                                  =========    =========

                                  $823,276     $495,608
                                  =========    =========

The following is long-lived asset  information by geographic area as of June 30,
2003:

United States                                        $  29,040
Europe                                                  11,359
                                                     ---------

                                                     $  40,399
                                                     =========

11. Going Concern

The Company has incurred substantial net losses since inception,  and as of June
30, 2003,  maintained a working capital and shareholders'  deficit of $(842,883)
and  $(801,175),  respectively,  raising  substantial  doubt about the Company's
ability  to  continue  as a  going  concern.  The  Company  has  reassessed  its
operations  and business  structure  and has  implemented  a complete  corporate
reorganization plan.


                                       9
<PAGE>

The plan includes the  acquisition  of and expansion into  diversified  business
ventures.

On July 1, 2001,  the Company  began  developing,  manufacturing,  marketing and
distributing high-technology dental equipment. The Company retained 9 additional
personnel,  2 engineers and 7 operations and finance, with strong backgrounds in
the business of high-technology dental equipment,  and will market dental curing
and whitening lamps,  interoral  cameras and digital X-ray systems.  The Company
previewed its first offering within this market at dental shows around the world
in October  2001,  and  initiated  shipments  of initial  units during the first
quarter of 2002.


In connection with the Company's shift in focus to high technology  professional
dental  equipment,  the Company  discontinued  the  operations of the Toothbrush
Business on December 31, 2001, and on March 14, 2002,  the Company  entered into
an agreement to sell the business to a third party distributor. The Company felt
continued  dedication to this business  would not be in its  shareholders'  best
interest.  Additionally,  with the business generating  recurring net losses and
raising  deficits,  Company  resources can be more  effectively  utilized within
these new  markets.  Throughout  the fiscal  year ended March 31,  2002,  as the
Company had been experiencing significant working capital shortages, the Company
had been  downsizing this business in anticipation of a sale or license of these
operations. As such, the volume of the business, revenues and expenses, had been
significantly  reduced from  previous  fiscal  years.  For the fiscal year ended
March 31,  2003,  and for the quarter  ended June 30,  2003,  as a result of the
implementation   of  this   reorganization   plan,   gross   profits   increased
significantly and operating  expenses,  and the resulting operating losses, have
decreased substantially.

Upon the completion of its  reorganization  plan, the Company's  objective is to
become a leading developer and manufacturer of high-technology dental equipment.

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

12. Subsequent Events

    In May 2003, the Company initiated a $900,000 private placement,  seeking an
aggregate of 900,000 shares of convertible preferred shares at $1.00 a share. To
date, no funds have yet been raised.


                                       10
<PAGE>

11

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


The discussion and financial statements contained herein are as of June 30, 2003
and for the  fiscal  quarters  ended  June 30,  2003  and  2002.  The  following
discussion  regarding the financial  statements of the Company should be read in
conjunction with the financial statements of the Company included herewith.

OVERVIEW

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

THREE MONTHS ENDED JUNE 30, 2003 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

For the fiscal quarter ended June 30, 2003, net sales increased by $327,668,  or
66%, from $495,608 in 2002 to $823,276 in 2003.  This increase is  substantially
the result of dental equipment sales in our European subsidiary.  As the Company
has broadened its presence within the professional  dental equipment market, our
European subsidiary has improved sales of our initial  technology,  a high-speed
dental curing light, as well as after-market  products,  including  accessories,
repair  services,  and whitening  products used with the curing lights.  This is
consistent with our  reorganization  plan, as we reposition assets and resources
to the European professional dental equipment market.

Cost of goods sold  increased by $153,276,  or 55%, for the fiscal quarter ended
June 30, 2003 over the comparable quarter ended June 30, 2002. This represents a
corresponding  increase  to the  increase  in sales  during the  current  fiscal
quarter.  Cost of goods sold as a percentage of sales decreased 3%, from 56% for
the quarter ended June 30, 2002 to 53% for the current quarter.

Gross profit  increased by $174,392 for the fiscal  quarter  ended June 30, 2003
over the comparable quarter ended June 30, 2002. Gross profit as a percentage of
sales  increased 4% to 48% for the fiscal  quarter  ended June 30, 2003 from 44%
for the  comparable  quarter ended June 30, 2002.  The increase is the result of
our focus on sales of the RemeCure curing light which is  manufactured  in-house
at a  lower  cost  than  the  previously  outsourced  product,  coupled  with  a
substantial  increase in the sales of the higher-margin  whitening products used
with the curing lights.

Research and development  expenses  decreased  $51,917,  or 95%, for the quarter
ended June 30, 2003 over the  comparable  fiscal  quarter in the prior year, due
primarily to the research and  development  costs  incurred  during the start-up
phase of the Company's  high-technology  dental  equipment  segment in the prior
fiscal period.  The Company's focus during the current fiscal period has been on
the sales of the RemeCure.  We expect we will invest in research and development
in future periods as we develop other products for the dental equipment markets.

Sales and  marketing  costs for the  quarters  ended June 30, 2003 and 2002 were
$28,235 and $14,859, respectively,  representing an increase of $13,376, or 90%.
However,  as a  percentage  of net sales,  sales and  marketing  costs  remained
constant.  We have  shifted  our  business  focus into the  professional  dental
equipment market which allows for less  capital-intensive sale of units to large
distributors.  This marketing and distribution  method allows for  significantly
less marketing and provides more predictable revenue flow.

General  and  administrative  costs for the first  quarter of 2003 and 2002 were
$337,454 and $285,759, respectively, representing an increase of $51,695 or 18%.
As a percentage of net sales,  general and  administrative  costs decreased from
58% to 41%.  This  decrease  is a result of the  Company's  focused  efforts  to
internally  reorganize  in order  to use  cash  more  effectively.  The  Encino,
California  office was closed,  and the two  employees  of that office were laid
off.

Net interest  expense  increased by $3,261,  or 17%,  during the fiscal  quarter
ended  June 30,  2003 over the  comparable  quarter  ended  June 30,  2002.  The
increase in interest  expense  was largely due to the  interest  incurred on the
increased balance of related party loans.

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


                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

On June 30,  2003,  our  current  liabilities  exceeded  our  current  assets by
$842,883.  Our business operations will require substantial capital financing on
a continuing  basis. The availability of that financing will be essential to our
continued existence. In addition, cash flow and liquidity is contingent upon the
success of our  restructuring  plan.  The  inability  to continue to develop and
market  high-technology  dental  equipment  will  force us to  raise  additional
capital  to  support  operations  by  selling  equity  securities  or  incurring
additional debt.

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

In  February  2002,  we  entered  into a line of credit  facility  with the Bank
Brussels Lambert ("BBL") consisting of an accounts receivable factoring line for
(euro)991,000  (US$1,121,812  at June 30, 2003) and a general line of credit for
(euro)250,000  (US$283,000 at June 30, 2003).  As of June 30, 2003, we had drawn
US$228,344 from this facility.

During the fiscal year ended March 31,  2002,  we received  advances of $150,799
from officers and directors in the form of working  capital  loans.  These loans
bear no interest and are due upon demand.  We repaid  $11,314 of these  advances
with cash and  settled  $88,308 of these  advances  with the  issuance of common
stock valued at $0.50 a share.

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of Arizona.  We have drawn upon the full amount.  The  interest  rate was 10.25%
with a maturity date of December 31, 1999.  On April 26, 2000,  the loan balance
of $49,971 was  converted to a five-year  loan with an interest  rate of prime +
2.5% (6.5% at June 30, 2003), monthly payments of $1,099, and a maturity date of
April 26, 2005.  Monthly  payments  include  payments towards both principal and
interest. As of June 30, 2003, the balance due on this loan was $20,273.

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

We expect to continue to experience  negative cash flow possibly through the end
of the current  calendar  year,  and may continue to do so  thereafter  while we
attempt to increase  development  and marketing of our  products.  Unless we are
able to  generate  sufficient  revenue  or  acquire  additional  debt or  equity
financing to cover our present and ongoing  operation costs and liabilities,  we
may not be able to continue as a going  concern.  Our auditors note that we have
sustained  substantial  net losses since our  inception in  September  1996.  In
addition,  as of June  30,  2003,  we had a  working  capital  deficit  totaling
$842,883 and a shareholders deficit of $801,175.

For the quarter ending June 30, 2003, liabilities totaled $1,502,495 compared to
$1,702,643 for the year ending March 31, 2003,  which  represents a decrease for
the  quarter of  $200,148,  or 12%.  This  decrease  in  liabilities  is largely
attributable  to  the  liquidation  of the  net  liabilities  of the  toothbrush
business  ($335,713)  in  exchange  for the  issuance  of 750,000  shares of the
Company's  common  stock,  offset by  increases in our trade  accounts  payable,
related party debt and accrued liabilities.

Frequently we have been unable to make timely  payments to our trade vendors and
service  suppliers.  As of June 30, 2003, we had past due payables in the amount
of  $274,018.  This is due  primarily to our  inability  to generate  sufficient
revenue from operations to fund our ongoing  operations.  We continue to utilize
funds  raised  from  sales of equity  instruments  to fund  current  operations.
Deferred payment terms have been negotiated with most vendors, which has allowed
us to continue to make  shipments  on time and no orders have been  cancelled to
date.

For the  quarters  ended  June 30,  2003 and 2002,  net cash used for  operating
activities was $46,165 and $242,009, respectively. As of June 30, 2003, we had a
working capital  deficiency of $842,883,  a marked  improvement over the working
capital deficiency of $1,231,809 at March 31, 2003.


                                       12
<PAGE>

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report  contains  statements  that  constitute  forward-looking  statements
within the meaning of Section 21E of the Exchange Act of 1934 and Section 27A of
the   Securities  Act  of  1933.   The  words  "plan,"   "expect,"   "estimate,"
"anticipate,"  "predict,"  "believe"  and  similar  expressions  and  variations
thereof are intended to identify  forward-looking  statements.  Such  statements
appear in a number of places in this filing and include statements regarding our
intent,  belief or current  expectations  regarding  our  strategies,  plans and
objectives,  our product  release  schedules,  our  ability to design,  develop,
manufacture  and market  products,  our  intentions  with  respect to  strategic
acquisitions,  the ability of our  products  to achieve or  maintain  commercial
acceptance  and  our  ability  to  obtain  financing  for our  obligations.  Any
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties.  Actual  results  may  differ  materially  from  those
projected in this filing,  for the reasons,  among others,  described within the
various  sections.  You should read the filing  carefully,  and should not place
undue  reliance on any  forward-looking  statements,  which speak only as of the
date of this filing.  We undertake no obligation to release publicly any updated
information about forward-looking  statements to reflect events or circumstances
occurring  after  the  date of this  filing  or to  reflect  the  occurrence  of
unanticipated events.

QUARTERLY TRENDS

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

ITEM 3.  CONTROLS AND PROCEDURES.

Our  Chief  Executive  Officer  and Chief  Financial  Officer  (the  "Certifying
Officers") are responsible for establishing and maintaining  disclosure controls
and  procedures  for the Company.  The  Certifying  Officers  have designed such
disclosure  controls and procedures to ensure that material  information is made
known to them, particularly during the period in which this report was prepared.
The  Certifying  Officers  have  evaluated  the  effectiveness  of the Company's
disclosure  controls and  procedures  as of the end of the period  covered by of
this report and believe that the Company's  disclosure  controls and  procedures
are effective  based on the required  evaluation.  During the period  covered by
this  report,  there  were no  changes  in  internal  controls  that  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

None.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the quarter ended June 30, 2003, we issued 637,916 shares of common stock
in repayment of $84,406 in accrued  expenses,  1,810,000  shares of common stock
for full  settlement  of  $107,778  in notes  payable  and  $10,000  in  accrued
interest,  and 125,000  shares of common  stock for the  repayment of $10,000 in
accounts  payable  indebtedness.  These issuances were made by us in reliance on
the exemption from  registration  pursuant to Section 4(2) of the Securities Act
of 1933.

ITEM 3.           DEFAULTS IN SENIOR SECURITIES.

None.

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

None.

ITEM 5.           OTHER INFORMATION

None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1.     The following Exhibits are filed herein:

         No.      Title
         ---      -----

         31.1     Certification  of  Chief  Executive  Officer  Pursuant  to the
                  Securities  Exchange Act of 1934, Rules 13a-14 and 15d-14,  as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002
         31.2     Certification  of  Chief  Financial  Officer  Pursuant  to the
                  Securities  Exchange Act of 1934, Rules 13a-14 and 15d-14,  as
                  adopted pursuant to Section 302 of the  Sarbanes-Oxley  Act of
                  2002
         32.      Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2.     Reports on Form 8-K: None.


                                       14
<PAGE>

                                   SIGNATURES

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

                                    REMEDENT USA, INC.


Dated: August 18, 2003               /S/ ROBIN LIST
                                   --------------------------------------------
                                   By:      Robin List
                                   Its:     Chief Executive Officer
                                            (Principal Executive Officer)

Dated: August 18, 2003               /S/ STEPHEN F. ROSS
                                   --------------------------------------------
                                   By:      Stephen F. Ross

                                   Its:     Chief  Financial  Officer
                                            (Principal Financial Officer
                                             and Principal Accounting Officer)


                                       15