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 32 9 321 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 July 27,
2004: 39,579,150

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


<PAGE>

                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                                  June 30, 2004

<TABLE>
<CAPTION>
     PART I - FINANCIAL INFORMATION                                                   PAGE
                                                                                      ----

<S>                                                                                     <C>
     Item 1.  Interim Consolidated Financial Statements (Unaudited).........            1

      Consolidated Balance Sheet as of June 30, 2004........................            1

      Consolidated Statements of Income
      For the Three Month Periods Ended June 30, 2004 and 2003..............            2

      Consolidated Statements of changes in Stockholders' Deficits..........            3

      Consolidated Statements of Cash Flows
      For the Three Month Periods Ended June 30, 2004 and 2003..............            4

      Consolidated Statements of Comprehensive Loss
      For the Three Month Periods Ended June 30, 2004 and 2003..............            6

      Notes to Interim Consolidated Financial Statements....................            7

     Item 2.  Management's Discussion and Analysis or Plan of Operation.....           23

     Item 3.  Controls and Procedures   ....................................           32

     PART II - OTHER INFORMATION        ....................................           33

     Item 1.  Legal Proceedings  ...........................................           33
     Item 2.  Changes in Securities and Use of Proceeds.....................           33
     Item 3.  Defaults upon Senior Securities...............................           33
     Item 4.  Submission of Matters to Vote of Security Holders.............           33
     Item 5.  Other Information.............................................           33
     Item 6.  Exhibits and Reports on Form 8-K..............................           33

       (a)  Exhibits........................................................           33
       (b)  Reports on Form 8-K                                                        33

     Signatures.............................................................           34
</TABLE>


                                       i
<PAGE>

                         PART I - FINANCIAL INFORMATION

    Item 1 - Interim Condensed Consolidated Financial Statements (Unaudited)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
ASSETS

<S>                                            <C>
CURRENT ASSETS:
Cash and cash equivalents                      $   211,825
Accounts receivable, net                       $   755,898
Due from related party                         $   146,370
Inventories, net                               $   332,348
Prepaid expense                                $    36,373
                                               -----------
Total current assets                             1,482,814
                                               -----------

PROPERTY AND EQUIPMENT, NET                         43,790
                                               -----------

TOTAL ASSETS
                                               $ 1,526,604

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Line of Credit                                 $   151,963
Accounts payable                                   445,221
Due to related parties                             127,960
Due to non-related parties                         238,798
Accrued liabilities                                248,529
Notes payable                                      184,857
                                               -----------
Total current liabilities                        1,397,328
                                               -----------

MINORITY INTEREST IN REMEDENT N.V                  942,812

STOCKHOLDERS' DEFICIT:
Common stock (50,000,000 shares authorized,
  $0.001 par value; 39,579,158 shares issued
  and outstanding)                                  39,579
Additional paid-in capital                       4,880,932
Accumulated deficit                             (5,657,379)
Common stock subscribed (372,816 shares)               373
Accumulated other comprehensive (loss)
  (foreign currency translation adjustment)        (77,041)
                                               -----------
Total stockholders' deficit                       (813,536)
                                               -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $ 1,526,604
                                               ===========
</TABLE>


                                       1
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                           2004            2003
                                       ------------    ------------
<S>                                    <C>             <C>
NET SALES                              $  1,756,641    $    823,276

COST OF SALES                               810,849         432,017
                                       ------------    ------------

GROSS PROFIT                                945,792         391,259
                                       ------------    ------------

OPERATING EXPENSES:
Research and development                     29,502           2,604
Sales and marketing                          77,205          28,235
General and administrative                  519,986         337,454
Depreciation and amortization                 6,922           5,215
                                       ------------    ------------
Total operating expenses                    633,615         373,508
                                       ------------    ------------

INCOME FROM OPERATIONS                      312,177          17,751
                                       ------------    ------------

OTHER INCOME (EXPENSE):
Interest expense                            (22,057)        (22,166)
Interest and other income                         0           2,229
                                       ------------    ------------
Total other income (expense)                (22,057)        (19,937)
                                       ------------    ------------

INCOME (LOSS) BEFORE INCOME TAXES           290,120          (2,186)

MINORITY INTEREST IN REMEDENT N.V          (238,738)              0

INCOME TAXES                                      0               0
                                       ------------    ------------

NET INCOME (LOSS)                      $     51,382    $     (2,186)
                                       ============    ============


INCOME (LOSS) PER SHARE:
Basic                                  $       0.00    $      (0.00)
                                       ============    ============
Diluted                                $       0.00    $      (0.00)
                                       ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic                                    39,579,158      32,569,702
                                       ============    ============
Diluted                                  41,354,158      32,569,702
                                       ============    ============
</TABLE>


                                       2
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED JUNE 30, 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                     Accumulated
                                                           Additional                    Common         Other
                                                            Paid-in     Accumulated      Stock      Comprehensive
                                Shares         Amount       Capital       Deficit      Subscribed      (Loss)          Total
                              -----------   -----------   -----------   -----------    -----------   -----------    -----------
<S>                            <C>               <C>        <C>          <C>                   <C>       <C>           <C>
BALANCE,
  MARCH 31, 2004               39,579,158        39,579     4,880,932    (5,708,761)           373       (70,244)      (858,121)

Cumulative translation
  adjustment                                                                                              (6,797)        (6,797)

Net income                                                                   51,382                                      51,382
                              -----------   -----------   -----------   -----------    -----------   -----------    -----------


BALANCE,
  JUNE 30, 2004                39,579,158        39,579   $ 4,880,932   $(5,657,379)   $       373   $   (77,041)   $  (813,536)
                              ===========   ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>


                                       3
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   2004         2003
                                                ---------    ---------
<S>                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                               $  51,382    $  (2,186)
Adjustments to reconcile net cash provided
  (used) by operating activities:
  Depreciation                                      6,769        5,214
  Allowance for doubtful accounts                    (281)           0
  Reserve for obsolescence                           (378)           0
  Minority Interest                               238,738            0
  Changes in operating assets and
    liabilities:
    Accounts receivable                           591,996     (104,025)
    Investment, available for sale                211,475
    Notes receivable                                1,517       (4,251)
    Inventories                                    99,344      (61,153)
    Prepaid expenses                              (14,631)       2,862
    Accounts payable                             (222,740)       4,645
    Accrued liabilities                          (605,536)     113,150
    Other assets                                        0         (421)
                                                ---------    ---------
Net cash provided (used) by
    operating activities                          357,655      (46,165)
                                                ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                              (6,243)      (1,138)
Investments                                       (39,657)           0
Notes from related parties                              0      161,037
                                                ---------    ---------
Net cash provided by investing activities         (45,900)     159,899
                                                ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments and proceeds from notes payable            0      266,800
Net payments and proceeds from line of credit     (93,697)     (42,709)
Net liabilities sold                                    0     (335,713)
                                                ---------    ---------
Net cash provided by financing activities         (93,697)    (111,622)
                                                ---------    ---------
</TABLE>



                                       4
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               2004         2003
                                            ---------    ---------

<S>                                           <C>            <C>
NET INCREASE IN CASH AND CASH EQUIVALENTS     218,058        2,112

EFFECT OF EXCHANGE RATE CHANGES ON CASH
  AND CASH EQUIVALENTS                         (6,797)      (2,112)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                               564            0
                                            ---------    ---------

CASH AND CASH EQUIVALENTS,
  END OF YEAR                               $ 211,825    $       0
                                            =========    =========
</TABLE>


SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the quarter ended June 30, 2003, the Company issued 637,916 shares of
common stock for the repayment of $84,406 in accrued expenses.

During the quarter ended June 30, 2003, 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, 2003, the Company issued 125,000 shares of
common stock for the repayment of $10,000 in accounts payable indebtedness.

<TABLE>
<CAPTION>
                             2004      2003
                            -------   -------

SUPPLEMENTAL INFORMATION:
<S>                         <C>       <C>
Interest paid               $22,057   $22,166
Taxes                       $     0   $     0
</TABLE>


                                       5
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            2004       2003
                                          --------   --------

<S>                                       <C>        <C>
NET INCOME (LOSS)                         $290,120   $ (2,186)

OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment     58,020     50,861
                                          --------   --------

COMPREHENSIVE INCOME (LOSS)               $348,140   $ 48,675
                                          ========   ========
</TABLE>


                                       6
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

1.       GENERAL

         The accompanying interim financial statements include the accounts of
         Remedent USA, Inc. (Incorporated in Delaware) and its two subsidiaries,
         Remedent NV (Belgian corporation) located in Deurle, Belgium, and
         Remedent Professional, Inc. (Incorporated in California) (Collectively,
         the "Company"). Remedent USA, Inc. is a holding company with
         headquarters in Deurle, Belgium. Remedent Professional, Inc. has been
         dormant since inception. At June 30, 2004, 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 of America sales organization for
         equipment manufactured by Remedent NV. All significant inter-company
         accounts and transactions have been eliminated in the consolidated
         financial statements.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Presentation

         The interim consolidated financial statements of Remedent USA, 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, 2004, are not
         necessarily indicative of the results that may be expected for the year
         ended March 31, 2005. Accordingly, you attention is directed to
         footnote disclosures found in the March 31, 2004 Annual Report and
         particularly to Note 1, which includes a summary of significant
         accounting policies.

         Basis for Presentation



                                       7
<PAGE>

         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 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.

         Principles of Consolidation

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

         Concentration of Risk

         Financial 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, 2004, one customer accounted for 64% of
         the Company's trade accounts receivable. This number represents the
         collective receivable on the group Omega Pharma, which includes Omega
         Pharma NV (Belgium), Chefaro UK, Ltd, Chefaro Espanola SA, Chefaro
         Nederland BV, Chefaro Portuguesa and Deutsche Chefaro Pharma GmbH, that
         are invoiced through the Belgium Headquarters. The Company performs
         ongoing credit evaluations of its customers and normally does not
         require collateral to support accounts receivable.

         Purchases - The Company relies primarily on three suppliers for its
         products (Lumatec, Eurosep and Carsan Engineering). The loss of a
         supplier would have a material impact on the Company's operations in


                                       8
<PAGE>

         that the Company would have to establish new relationships with similar
         suppliers or produce the product in house. Purchases from these
         suppliers for the period ended June 30, 2004 totaled 33%, 31% and 20%
         of gross purchases.

         Revenues - For the period ended June 30, 2004, the Company had one
         group of customers (represented by Omega Pharma NV) who's sales were
         46% of total revenues.

         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,
         2004, management believes there was no impairment of the Company's
         long-lived assets.

         Pervasiveness of Estimates

         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 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 and Allowance for Doubtful Accounts



                                       9
<PAGE>

         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, 2004, the allowance for
         doubtful accounts was $27,072. 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.

         Prepaid Expense

         The 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.

         Property and Equipment

         Property 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 Years
         Furniture and fixtures                       4 Years

         Customers Outside of the United States



                                       10
<PAGE>

         Sales to customers outside of the United States were 99% of total sales
         for the period ended June 30, 2004 and 96% of total sales for the
         period ended June 30, 2003. The sales were made mostly to customers in
         countries that are members of the European Union ("EU").

                                              2004         2003
                                           ----------   ----------

         Sales inside the United States    $   14,632   $   36,303
         Sales outside the United States    1,742,009      786,973
                                           ----------   ----------

         Total sales                       $1,756,641   $  823,276
                                           ==========   ==========

         Research and Development Costs

         The Company expenses research and development costs as incurred.

         Advertising

         Costs incurred for producing and communicating advertising are expensed
         when incurred and included selling, general and administrative
         expenses. For the three months ended June 30, 2004 and 2003,
         consolidated advertising expense amounted to $43,445 and $28,235,
         respectively.

         Income taxes

         Income 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.


         Warranties

         The 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 no provision for warranty
         costs.


         Impact of New Accounting Standards



                                       11
<PAGE>

         In December 2003, the Financial Accounting Standards Board (FASB)
         issued SFAS 132R. This Statement revises employers' disclosures about
         pension plans and other postretirement benefit plans. It does not
         change the measurement or recognition of those plans required by FASB
         Statements No. 87, Employers'Accounting for Pensions, No. 88,
         Employers' Accounting for Settlements and Curtailments of Defined
         Benefit Pension Plans and for Termination Benefits, and No. 106,
         Employers' Accounting for Postretirement Benefits Other Than Pensions.
         This Statement retains the disclosure requirements contained in FASB
         Statement No. 132, Employers' Disclosures about Pensions and Other
         Postretirement Benefits, which it replaces. It requires additional
         disclosures to those in the original Statement 132 about the assets,
         obligations, cash flows, and net periodic benefit cost of defined
         benefit pension plans and other defined benefit postretirement plans.
         The Company adopted the provisions of SFAS 132R on January 1, 2004. The
         adoption of this pronouncement is not expected to have a material
         effect on the Company's financial position, results from operations or
         cash flows.

         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.


         Conversion of Foreign Currencies

         The reporting currency for the consolidated financial statements of the
         Company is the U.S. dollar. The functional currency for the Company's
         European subsidiary, Remedent N.V. is the Euro. The functional currency
         for Remedent Professional, Inc. is the U.S. dollar. The Company
         translates foreign currency statements to the reporting currency in
         accordance with FASB 52. The assets and liabilities of companies whose


                                       12
<PAGE>

         functional currency is other that the U.S. dollar are included in the
         consolidation by translating the assets and liabilities at the exchange
         rates applicable at the end of the reporting period. The statements of
         income of such companies are translated at the average exchange rates
         during the applicable period. Translation gains or losses are
         accumulated as a separate component of stockholders' deficit.


         Accounting for Stock Based Compensation

         Stock option grants are set at the closing price of the Company's
         common stock on the day prior to the date of grant. Therefore, under
         the principles of APB Opinion No. 25, the Company does not recognize
         compensation expense associated with the grant of stock options. SFAS
         No. 123, "Accounting for Stock-Based Compensation," requires the use of
         option valuation models to provide supplemental information regarding
         options granted after 1994.












                                       13
<PAGE>

3. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

         A summary of accounts receivable and allowance for doubtful accounts is
as follows:

         Accounts receivable                     $ 782,970
         Allowance for doubtful accounts           (27,072)
                                                 ---------

         Net accounts receivable                 $ 755,898
                                                 =========

         Allowance for doubtful accounts:

         Balance, April 1, 2004                  $  27,353
         Decrease in estimate of provision for
           doubtful accounts                          (281)
                                                 ---------

         Balance, June 30, 2004                  $  27,072
                                                 =========

         At June 30, 2004, the Company had $28,935 in accounts receivable that
         were 90 or more days past due.


4.       DUE TO RELATED PARTY

         On February 12, 2003, Remedent NV entered into a loan agreement for
         (euro) 125,000 (US $151,063 at June 30, 2004), 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 ING (Formerly Bank Brussel Lambert ("BBL")) for amounts up to
         (euro) 250,000 (US $302,125 at June 30, 2004) (See note 9). Due to the
         insufficient assets maintained by the Company as of inception date of
         the line of credit, the ING (Formerly 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.


5.       INVENTORIES

         Inventories are stated at the lower of cost (weighted average) or
         market. Inventory costs include material, labor and manufacturing


                                       14
<PAGE>

         overhead. Individual components of inventory are listed below as
         follows:

                                                     June 30,
                                                       2004
                                                       ----

                  Raw materials                     $   5,734
                  Finished goods                      363,085
                  Less inventory reserve              (36,471)
                                                    ---------

                  Inventory, net                    $ 332,348
                                                    =========


6. PROPERTY AND EQUIPMENT

                  Property and equipment are summarized as follows:

                                                     June 30,
                                                       2004
                                                       ----

                  Tooling                           $  49,782
                  Furniture and fixtures               47,511
                  Less accumulated depreciation       (53,503)
                                                    ---------

                  Property and equipment, net       $  43,790
                                                    =========

7. LINE OF CREDIT

         On February 16, 2004, Remedent N.V. entered into a (euro) 1,050,000 (US
         $1,268,925 at June 30, 2004) Line of Credit Facility (the "Facility")
         with the ING bank (Formerly BBL), consisting of a (euro) 800,000 (US
         $966,800) credit line based on the companies receivable on the specific
         customer Omega Pharma N.V. and a (euro) 250,000 (US $302,125) general
         line of credit. Advances are approved by the bank based upon bonds
         issued and approved by Omega Pharma N.V. as settlement for Remedent's
         accounts receivable. Advances on this line will bear costs at a drawee
         rate of 7.75%. As of June 30, 2004, $183,179 (Euro 151,576) was
         received as advances under this line of credit against documents. The
         general line of credit is secured by the personal assets of Guy de
         Vreese, the Company's Chairman. As of June 30, 2004, $151,963 is
         outstanding under this line of credit.



                                       15
<PAGE>

8. DUE TO RELATED PARTIES

                                                 June 30,
                                                   2004
                                                   ----

         Borrowings from a former director in
         the form of convertible debentures      $ 69,002

         Borrowings from employees in the form
         of working capital loans                  58,958
                                                 --------

         Due to related parties                  $127,960
                                                 ========


         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,
         2004 and 2003, $3,630 and $3,630, respectively, were accrued for unpaid
         interest.

         Borrowings from employees and entities controlled by officers of the
         Company are due upon demand and bear no interest.

9. ACCRUED LIABILITIES

         Accrued liabilities are summarized as follows:

                                           June 30,
                                             2004
                                             ----

         Accrued interest                  $ 56,475
         Accrued audit and tax fees           3,000
         Accrued consulting                   3,500
         Accrued social taxes                87,792
         Accrued commissions and bonuses     61,804
         Accrued other                       35,958
                                           --------

         Total accrued liabilities         $248,529
                                           ========




                                       16
<PAGE>

10. NOTES PAYABLE

         Notes payable are summarized as follows:

<TABLE>
<CAPTION>
                                                                                   June 30,
                                                                                     2004
<S>                                                                             <C>
         Convertible Debentures:
              Maturity Dates:  September 1, 2001
                through February 8, 2002
              Interest rate:  10% per annum
              Optional conversion rate:  30% of
                the average trading price (average of bid and ask) for the 30
                days immediately prior to the maturity date.
              Debentures are unsecured

              Unpaid principal balance                                           $    73,576

         Union Bank debt:
              Maturity Date:  April 26, 2005
              Interest rate:  7.5% per annum
              Security:  All of the assets of
                the Company

              Unpaid principal balance                                                11,281

         Convertible Promissory Note:
              Maturity Date:  September 30, 2004
              Interest rate:  10% per annum
              Conversion rate: Balance of note shall be converted into the
                number of shares necessary to provide the note holder with two
                percent of the Company's outstanding shares of common stock,
                calculated on a fully diluted basis.
              Promissory note is secured by a first security interest in assets
                of the Company pursuant to the terms of the Security Agreement.

              Unpaid principal balance                                               100,000
                                                                                  ----------

         Total notes payable                                                      $  184,857
                                                                                  ==========
</TABLE>



                                       17
<PAGE>

11. INCOME TAXES

         Deferred taxes - United States

         The components of the deferred tax assets are as follows:

         Net operating loss carryforwards
                                                                   $ 1,054,000
         Accrued expenses and miscellaneous                             20,000
                                                                   -----------
                                                                     1,074,000
         Less valuation allowance                                   (1,074,000)
                                                                   -----------

         Net deferred tax assets                                   $         0
                                                                   ===========

         A reconciliation of valuation allowance is as follows:

         Balance, April 1, 2004
                                                                   $ 1,074,000
         Addition for the period                                             0
                                                                   -----------

         Balance, June 30, 2004                                    $ 1,074,000
                                                                   ===========

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion or all
         of the deferred tax assets will not be realized. The ultimate
         realization of deferred tax assets is dependent upon the generation of
         future taxable income during the periods in which those temporary
         differences become deductible. Management considers the scheduled
         reversal of deferred tax liabilities, projected future taxable income
         and tax planning strategies in making this assessment.

         Tax Carryforwards in Belgium

         For the period ended March 31, 2004, Remedent N.V. has available
         approximately (euro) 496,452 (US $407,663 at March 31, 2004) of unused
         net operating loss carryforwards for Belgian income tax. These
         carryforwards have no expiration date.

         Tax Carryforwards in the United States

         For the period ended March 31, 2004, the Company had available
         approximately $1.2 million of unused net operating loss carryforwards
         for United States Federal Tax and approximately $0.5 million for the
         State of California Franchise Tax. These loss carryforwards begin to
         expire in the year 2013 if not previously utilized. The tax laws
         related to the utilization of the loss carryforwards are complex and
         the amount of the Company's loss carryforward that will ultimately be
         available to offset future taxable income may be subject to annual
         limitations resulting from changes in the ownership of the Company's
         common stock.

12.      CAPITAL TRANSACTIONS

         During March 2004, the Company issued 3,000,000 shares of common stock


                                       18
<PAGE>

         in payment of services to Robin List, the Company CEO and to Lident NV,
         a related party, (formerly known as New BitSnap NV), an entity
         controlled by Guy De Vreese, the Company's Chairman.

         During March 2004, the Company issued 772,500 shares of common stock to
         Robin List, the Company's CEO and Guy De Vreese, the Company's Chairman
         in payment of consulting fees for a total of $87,000.

         During March 2004, the Company issued 945,000 shares of common stock to
         Ken Hegemann, a former member of the Company's Board of Directors, and
         to Rebecca Inzunza, for Company CEO and the spouse of Mr. Hegemann, in
         repayment of related party debts and payroll for a total of $472,550.

         During March 2004, the Company issued 500,000 shares of common stock to
         Robin List, the Company's CEO, for the settlement of consulting fees
         for a total of $22,700.

         During March 2004, the Company issued 1,250,000 shares of common stock
         to Lausha NV, a related party entity controlled by Guy De Vreese, the
         Company's Chairman, in a private placement for $0.08 each for a total
         of $100.000

13.      STOCK OPTIONS

         The Board of Directors and stockholders approved the Nonstatutory Stock
         Option Plan (the "Plan") and adopted it on May 29, 2001. The Company
         has reserved 5,000,000 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 immediate to five years.

         The Company has elected to continue to account for stock-based
         compensation under the "Intrinsic Value" method of APB Opinion No. 25,
         under which no compensation expense has been recognized for stock
         options granted to employees at fair market value.

         Asummary of the option activity for the 3 months ended June 30, 2004,
         pursuant to the terms of the plan is as follows:

<TABLE>
<CAPTION>
                                                                                                 Weighted
                                                                                    Shares       Average
                                                                                     Under       Exercise
                                                                                     Option       Price
                   <S>                                                              <C>         <C>
                   Options outstanding at April 1, 2004                             4,200,000   $   0.06
                   Granted                                                                  0
                   Exercised                                                                0
                   Cancelled and expired                                                    0
                                                                                    ---------

                   Options outstanding at June 30, 2004                             4,200,000   $   0.06
                                                                                    =========

                   4,200,000 shares are exercisable at June 30, 2004

                   Information regarding stock options outstanding as
                   of June 30, 2004 is as follows:

                   Price range                                                           $0.05 - $0.20
                   Weighted average exercise price                                       $0.06
                   Weighted average remaining contractual life                           7 years 8 months

          The weighted average fair value of options granted for the three
          months ended June 30, 2004 were estimated as of the date of grant
          using the Black-Scholes stock option pricing model, based on the
          following weighted average assumptions:

          Dividend yield                                                                               0
          Expected volatility                                                                         50%
          Risk-free interest rate                                                                  3.127%
          Expected life                                                                         10 years

          For purposes of proforma disclosures, the estimated fair value of the
          options is amortized to expense over the options' vesting periods. The
          Company's proforma information follows:

          Net income:
          As reported
          $51,382
          Proforma
          $49,865

          Income per share attributable to common stock:

          Basic:
          As reported                                                                              $0.00
          Proforma                                                                                 $0.00

          Diluted:
          As reported                                                                              $0.00
          Proforma                                                                                 $0.00
</TABLE>



                                       19
<PAGE>

14. COMMON STOCK PURCHASE WARRANTS

         The following is a summary of the stock purchase warrants outstanding
         as of June 30, 2004:

         Number of shares                                            3,206,300
         Price per share                                         $0.10 - $0.50
         Expiration date                   January 11, 2007 to August 19, 2007

15. COMMITMENTS AND CONTINGENCIES

         REAL ESTATE LEASE

         The Company leases its office and warehouse facilities in Deurle,
         Belgium from a related party under the following terms and conditions:

         1. Term - Month to month 2. Size of facility - 26,915 square feet 3.
         Base rent - $8,017/month
         Rent expense for the three months ended June 30, 2004 and 2003 was
         $23,476 and $20,877, respectively.

         AGREEMENT WITH OMEGA PHARMA NV

         On September 9, 2003 the Company entered into a five year distribution
         agreement with Omega Pharma NV ("Omega"). Omega has agreed to sell and
         distribute the trademark product "CleverWhite" in Belgium, Luxemburg,
         Spain, Portugal, the Netherlands and the United Kingdom as the
         Company's sole and exclusive distributor. During the three months ended
         June 30, 2004, the Company had one group of customers (represented by
         entities related to Omega Pharma NV) whose sales were 46% of total
         revenues.

16.      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.



                                       20
<PAGE>

         The following is segment information for the three months ended June
30, 2004 and 2003:

<TABLE>
<CAPTION>
                             European Operations
                    -------------------------------------------
                    Professional    Employee           Total           United
                       Dental          Out-           European         States
                     Products        sourcing        Operations       Operations          Total
                    ---------        --------        ----------       ----------          -----

2004
----
<S>              <C>              <C>              <C>              <C>               <C>
Net sales        $    1,756,641   $            0   $    1,756,641   $            0    $    1,756,641
Income(loss)
  from
  operations     $      320,014   $            0   $      320,014   $       (7,837)   $      312,177
Total assets     $    1,526,604   $            0   $    1,526,604   $            0    $    1,526,604
Depreciation
  and
  amortization   $        6,922   $            0   $        6,922   $            0    $        6,922
Capital
  expenditures   $        6,243   $            0   $        6,243   $            0    $        6,243

                                                                                                2003
Net sales        $      823,276   $            0   $      823,276   $            0    $      823,276
Income(loss)
  from
  operations     $       21,004   $            0   $       21,004   $      (23,190)   $       (2,186)
Total assets     $      701,320   $            0   $      701,320   $            0    $      701,230
Depreciation
  and
  amortization   $        5,214   $            0   $        5,214   $            0    $        5,214
Capital
  expenditures   $        1,138   $            0   $        1,138   $            0    $        1,138
</TABLE>



                                       21
<PAGE>

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

The discussion and financial statements contained herein are for the quarters
ended June 30, 2004 and 2003. 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 and tooth whitening products for
the over-the-counter market. Substantially all of the Company's customers are
located in the European Union.


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 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.

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

CONCENTRATION OF RISK
Financial 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, 2004, one customer accounted for 64% of the Company's trade accounts
receivable. This number represents the collective receivable on the group Omega
Pharma, which includes Omega Pharma NV (Belgium), Chefaro UK, Ltd, Chefaro
Espanola SA, Chefaro Nederland BV, Chefaro Portuguesa and Deutsche Chefaro
Pharma GmbH, that are invoiced through the Belgium Headquarters. The Company
performs ongoing credit evaluations of its customers and normally does not
require collateral to support accounts receivable.

Purchases - The Company relies primarily on two suppliers for its products
(Lumatec and Carsan Engineering). The loss of a supplier would have a material
impact on the Company's operations in that the Company would have to establish
new relationships with similar suppliers or produce the product in house.
Purchases from these suppliers for the quarter ended June 30, 2004 totaled 32%
and 19% of gross purchases.

Revenues - for the quarter ended June 30, 2004, the Company had one group of
customers (represented by Omega Pharma NV) who's sales were 46% of total
revenues. This number represents the collective sales to the group Omega Pharma,
which includes Omega Pharma NV (Belgium), Chefaro UK, Ltd, Chefaro Espanola SA,
Chefaro Nederland BV, Chefaro Portuguesa and Deutsche Chefaro Pharma GmbH, that
are invoiced through the Belgium Headquarters.

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.



                                       22
<PAGE>

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, 2004, management believes there was no impairment of
the Company's long-lived assets.

PERVASIVENESS OF ESTIMATES
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 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.

INVESTMENTS, AVAILABLE FOR SALE
The Company accounts for investments, available for sale, in accordance with
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." The Company determines the appropriate classification of all
marketable securities as held-to-maturity, available for sale or trading at the
time of purchase, and re-evaluates such classification as of each balance sheet
date. r value. Unrealized gains and losses are reported as a component of
accumulated other comprehensive income (loss) in stockholders' equity. The
amortized cost of debt securities is adjusted for amortization of premiums and
accretion of discounts from the date of purchase to maturity. Such amortization
is included in interest income as an addition to or deduction from the coupon
interest earned on the investments. The Company follows its investment managers'
methods of determining the cost basis in computing realized gains and losses on
the sale of its available for sale securities, which includes both the specific
identification and average cost methods. Realized gains and losses are included
in other income (expense).

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
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, 2004 and 2003, the allowance for doubtful accounts was $27,072 and $88,527,
respectively. The Company uses the allowance method to account for
un-collectible accounts receivable. The Company's estimate is based on
historical collection experience and a review of the current status of trade
accounts receivable.

PREPAID EXPENSE
The 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.

PROPERTY AND EQUIPMENT
Property 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 Years Furniture and fixtures 4 Years

CUSTOMERS OUTSIDE OF THE UNITED STATES
Sales to customers outside of the United States were 99% of total sales for the
quarter ended June 30, 2004 and 96 % of total sales for the quarter ended June
30, 2003. The sales were made mostly to customers in countries that are members
of the European Union ("EU").



                                       23
<PAGE>

                        June 30, 2004   June 30, 2003

  U.S. sales             $    14,632     $   36,303
                         -----------     ----------
  Sales outside U.S      $ 1,742,009     $  786,973
                         -----------     ----------
    Total sales          $ 1,756,641     $  823,276
                         ===========     ==========









RESEARCH AND DEVELOPMENT COSTS
The Company expenses research and development costs as incurred.

ADVERTISING
Costs incurred for producing and communicating advertising are expensed when
incurred and included selling, general and administrative expenses. For the
quarters ended June 30, 2004 and June 30, 2003, consolidated advertising expense
amounted to $43,445 and 28,235, respectively.

INCOME TAXES
Income 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.

WARRANTIES
The 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 no provision for potential future warranty costs.


                                       24
<PAGE>

ACCOUNTING FOR STOCK BASED COMPENSATION
Stock option grants are set at the closing price of the Company's common stock
on the day prior to the date of grant. Therefore, under the principles of APB
Opinion No. 25, the Company does not recognize compensation expense associated
with the grant of stock options. SFAS No. 123, "Accounting for Stock-Based
Compensation," requires the use of option valuation models to provide
supplemental information regarding options granted after 1994.


Selected Financial Information

                                                 For the 3 months Ended
                                             --------------------------
                                             06/30/2004      06/30/2003
                                               (Audited)       (Audited)
                                             -----------  -------------
Consolidated Statements of Income Data:
        Net sales                             $1,756,641       $823,276
        Operating income                         312,177         17,751
        Net income (loss) after tax               51,382          2,186
        Net income (loss) per share                 0.00          (0.00)

Balance Sheet Data:
        Total assets                          $1,526,604       $701,320
        Total liabilities                      1,397,328      1,502,495
        Minority interest in Remedent N.V.       942,812          -0-
        Total stockholders' deficit             (813,536)      (801,175)

RESULTS OF OPERATIONS
Comparative details of results of operations for the quarters ending June 30,
2004 and 2003.



<TABLE>
<CAPTION>
                                             For the Quarters Ended       Increase (Decrease)
                                            -------------------------  --------------------------
                                            06/30/2004     06/302003       Amount     Percentage
                                            ----------    -----------  -----------    -----------
                                            (Unaudited)  (Unaudited)
<S>                                         <C>            <C>          <C>               <C>
Net sales:
        Professional dental products        $1,756,641     $823,276     $933,365          113%
        Others                                       0            0            0            0%
                                            ----------    -----------  -----------    -----------
Total net sales                             $1,756,641     $823,276     $933,365          113%%
</TABLE>


Net sales - net sales increased by approximately 113% to $1,756,641 in the
quarter ended June 30, 2004 as compared to $823,276 in the quarter ended June
30, 2003. This increase is substantially the result of continuous sales effort
in: (a) the dental market for our high-speed curing light, as well as
after-market products, including accessories, repair services, and whitening
products used with the curing lights and (b) the tooth whitening products for
the consumer market.

<TABLE>
<CAPTION>
                                          For the Quarters Ended         Increase (Decrease)
                                       ---------------------------   ---------------------------
                                        06/30/2004     06/30/2003       Amount       Percentage
                                       ------------   ------------   ------------   ------------
                                            (Unaudited)   (Unadited)
<S>                                    <C>            <C>            <C>                      <C>
Cost of sales:
        Professional dental products   $    810,849   $    432,017   $    378,832             88%
        Other                                     0              0              0              0
                                       ------------   ------------   ------------   ------------
Total net sales                        $    810,849   $    432,017   $    378,832             88%
</TABLE>


Cost of sales - Cost of sales increased by $378,832 or 88%, for the fiscal
quarter ended June 30, 2004 over the comparable quarter ended June 30, 2003.
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
7%, from 53% for the quarter ended June 30, 2003 to 46% for the current quarter.



                                       25
<PAGE>

Gross profit increased by $554,533 for the fiscal quarter ended June 30, 2004
over the comparable quarter ended June 30, 2003. Gross profit as a percentage of
sales increased 6% to 54% for the fiscal quarter ended June 30, 2004 from 47%
for the comparable quarter ended June 30, 2003. 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.


<TABLE>
<CAPTION>
                                                 For the Quarters Ended              Increase (Decrease)
                                               -------------------------        -----------------------------
                                               06/30/2004      06/30/2003         Amount          Percentage
                                               ----------     -----------       -----------       -----------
                                              (Unaudited)      (Unaudited)

<S>                                         <C>              <C>              <C>                       <C>
Operating expenses:
        Research and development            $       29,502   $        2,604   $       26,898            1,033%
        Sales and marketing                 $       77,205   $       28,235   $       48,970              173%
        General and administrative          $      519,986   $      337,454   $      182,532               54%
        Depreciation and amortization       $        6,922   $        5,215   $        1,707               33%
        Impairment loss for IMDS Goodwill                0                0                0                0%
Total operating expenses                    $      633,615   $      373,508   $      260,107               70%
</TABLE>

Research and development expenses increased $26,898 or 1,033%, for the quarter
ended June 30, 2004 over the comparable fiscal quarter in the prior year, due
primarily to the research and development costs incurred for new products for
the over-the-counter whitening market. We expect we will invest in research and
development in future periods as we develop other products for both the dental
equipment and over-the-counter market

On March 24, 2004, we entered into a Development Agreement with an individual
unaffiliated with the Company for product design services. In consideration of
his services, the individual received $85,000 and is also entitled to a warrant
to purchase 1,000,000 shares of Company common stock for an exercise price of
$0.15 per share, and royalties in the event this person's services result in the
Company marketing the new product.

Sales and marketing costs for the quarters ended June 30, 2004 and 2003 were
$77,205 and $28,235, respectively, representing an increase of $48,970, or 173%.
As a percentage of net sales, sales and marketing costs increased by 1%. This is
primarily due to the expansion of our sales force and participation in
international trade shows.

General and administrative costs for the first quarter of 2004 and 2003 were
$519,986 and $337,454, respectively, representing an increase of $182,532 or
54%. As a percentage of net sales, general and administrative costs decreased
from 41% to 30%. This increase in spending is primarily the result of hiring 3
additional employees, 2 managers and a warehouse employee, to help the Company
fulfull the increased sales. In addition, the Company has incurred higher sales
commission expense due to the higher sales volume.

Net interest expense decreased by $109, to $22,057 from $22,166 during the
fiscal quarter ended June 30, 2004 over the comparable quarter ended June 30,
2003.

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.

LIQUIDITY AND CAPITAL RESOURCES

<TABLE>
<CAPTION>
                               For the 3 months Ended       Increase (Decrease)
                              ------------------------  --------------------------
                              06/30/2004    06/30/2003    Amount        Percentage
                              ----------   -----------  -----------    -----------
                              (Unaudited)  (Unaudited)
<S>                           <C>          <C>          <C>                 <C>
Working Capital:
        Current assets        $1,482,814   $  659,588   $  823,226          125%
        Current liabilities   $1,397,328   $1,502,470   ${105,142}         {8%}
Total working capital         $   85,486   $ {842,882}  $  757,414           84%
</TABLE>


                                       26
<PAGE>

On June 30, 2004, our current assets exceeded our current liabilities by
$85,486. Our business operations will require substantial capital financing on a
continuing basis. The availability of that financing will be essential to our
continued operation and expansion. The inability to continue to develop and
market high-technology dental equipment or products for the over-the-counter
market 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.

On February 16, 2004, Remedent N.V. entered into a (euro) 1,050,000 (US
$1,276,485 at June 30, 2004) Line of Credit Facility (the "Facility") with the
ING bank (Formerly BBL), consisting of a (euro) 800,000 (US $972,560) credit
line based on the company's receivable on the specific customer Omega Pharma
N.V. and a (euro) 250,000 (US $303,925) general line of credit. Advances are
approved by the bank based upon bonds issued and approved by Omega Pharma N.V.
as settlement for Remedent's accounts receivable. Advances on this line will
bear costs at a draw rate of 7.55%. As of June 30, 2004, $183,179 (Euro 150,678)
was received as advances under this line of credit against documents. The
general line of credit is secured by the personal assets of Guy de Vreese, the
Company's Chairman. As of June 30, 2004, $151,962 is outstanding under this line
of credit.

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% (7.5% at June 30, 2004), 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 309, 2004, the balance due on this loan was $11,279.

During the fiscal year ended March 31, 2001, the Company borrowed $149,002 from
shareholders and a director in the form of convertible debentures. These
debentures are unsecured, due on demand and bear interest at 10% per annum. In
addition, at the sole discretion of the holder, can be converted to stock at
percentages between 30% and 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. However,
as of June 30, 2004, we had a working capital surplus totaling $85,486 and a
shareholders deficit of $129,277.

For the quarter ending June 30, 2004, liabilities totaled $1,397,328 compared to
$1,502,470 for the quarter ending June 30, 2003, which represents a decrease of
$105,142 or 8%. This was largely due to decreases in our trade accounts payable,
advances under the credit line of the bank and accrued liabilities.

Frequently we have been unable to make timely payments to our trade vendors and
service suppliers. As of June 30, 2004, we had past due payables in the amount
of $243,855 representing a 11% decrease from the quarter ending June 30, 2003.
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.

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


                                       27
<PAGE>

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.

On March 23, 2004, we borrowed $100,000 from the Christopher T. Marlett Living
Trust pursuant to the terms of a Convertible Promissory Note and Security
Agreement with the Christopher T. Marlett Living Trust. Interest accrues on the
loan balance at the rate of 10% per annum, compounding annually. The Note
matures on September 30, 2004 and is secured by a Financing Statement on Form
UCC-1 on all of our assets. On the maturity date, the note holder, in its
discretion, elect to have the debt converted into two percent of our outstanding
shares immediately following our planned restructuring. This planned
restructuring is detailed in above in "Submission Of Matters To A Vote Of
Security Holders" and, if implemented, would consist of an acquisition of the
remaining 78% of Remedent NV not owned by us, a 1:20 reverse stock split, the
working-out of past due obligations for stock and/or cash and the implementation
of a stock option plan. We are using the proceeds of this loan for the
development expenses of the tray-based teeth whitening system and legal
expenses.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This filing contains statements that constitute forward-looking statements
within the meaning of Section 21E of the Exchange Act of 1934 and Section 27A of
the Securities Act of 1933. The words "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.


THREE MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

For the fiscal quarter ended June 30, 2004, net sales increased by $933,365 or
113%, from $823,276 in 2003 to $1,756,641 in 2004. This increase is
substantially the result of continuous sales effort in: (a) the dental market
for our high-speed curing light, as well as after-market products, including
accessories, repair services, and whitening products used with the curing lights
and (b) the tooth whitening products for the consumer market.

Cost of goods sold increased by $378,832 or 88%, for the fiscal quarter ended
June 30, 2004 over the comparable quarter ended June 30, 2003. 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 7%, from 53% for
the quarter ended June 30, 2003 to 46% for the current quarter.

Gross profit increased by $554,533 for the fiscal quarter ended June 30, 2004
over the comparable quarter ended June 30, 2003. Gross profit as a percentage of
sales increased 6% to 54% for the fiscal quarter ended June 30, 2004 from 47%
for the comparable quarter ended June 30, 2003. 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.

Research and development expenses increased $26,898 or 1,033%, for the quarter
ended June 30, 2004 over the comparable fiscal quarter in the prior year, due
primarily to the research and development costs incurred for new products for
the over-the-counter whitening market. We expect we will invest in research and
development in future periods as we develop other products for both the dental
equipment and over-the-counter market.



                                       28
<PAGE>

Sales and marketing costs for the quarters ended June 30, 2004 and 2003 were
$77,205 and $28,235, respectively, representing an increase of $48,970, or 173%.
As a percentage of net sales, sales and marketing costs increased by 1%. This is
primarily due to the expansion of our sales force and participation in
international trade shows.

General and administrative costs for the first quarter of 2004 and 2003 were
$519,986 and $337,454, respectively, representing an increase of $182,532 or
54%. As a percentage of net sales, general and administrative costs decreased
from 41% to 30%. This increase in spending is primarily the result of hiring 3
additional employees, 2 managers and a warehouse employee, to help the Company
fulfull the increased sales. In addition, the Company has incurred higher sales
commission expense due to the higher sales volume.

Net interest expense decreased by $109, to $22,057 from $22,166 during the
fiscal quarter ended June 30, 2004 over the comparable quarter ended June 30,
2003.

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.

LIQUIDITY AND CAPITAL RESOURCES

On June 30, 2004, our current assets exceeded our current liabilities by
$85,486. Our business operations will require substantial capital financing on a
continuing basis. The availability of that financing will be essential to our
continued operation and expansion. The inability to continue to develop and
market high-technology dental equipment or products for the over-the-counter
market 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.

On February 16, 2004, Remedent N.V. entered into a (euro) 1,050,000 (US
$1,276,485 at June 30, 2004) Line of Credit Facility (the "Facility") with the
ING bank (Formerly BBL), consisting of a (euro) 800,000 (US $972,560) credit
line based on the company's receivable on the specific customer Omega Pharma
N.V. and a (euro) 250,000 (US $303,925) general line of credit. Advances are
approved by the bank based upon bonds issued and approved by Omega Pharma N.V.
as settlement for Remedent's accounts receivable. Advances on this line will
bear costs at a draw rate of 7.55%. As of June 30, 2004, $183,179 (Euro 150,678)
was received as advances under this line of credit against documents. The
general line of credit is secured by the personal assets of Guy de Vreese, the
Company's Chairman. As of June 30, 2004, $151,962 is outstanding under this line
of credit.

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% (7.5% at June 30, 2004), 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 309, 2004, the balance due on this loan was $11,279.

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. However,
as of June 30, 2004, we had a working capital surplus totaling $85,486 and a
shareholders deficit of $129,277.



                                       29
<PAGE>

For the quarter ending June 30, 2004, liabilities totaled $1,397,328 compared to
$1,502,470 for the quarter ending June 30, 2003, which represents a decrease of
$105,142 or 8%. This was largely due to decreases in our trade accounts payable,
advances under the credit line of the bank and accrued liabilities.

Frequently we have been unable to make timely payments to our trade vendors and
service suppliers. As of June 30, 2004, we had past due payables in the amount
of $243,855 representing a 11% decrease from the quarter ending June 30, 2003.
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.

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.

On March 23, 2004, we borrowed $100,000 from the Christopher T. Marlett Living
Trust pursuant to the terms of a Convertible Promissory Note and Security
Agreement with the Christopher T. Marlett Living Trust. Interest accrues on the
loan balance at the rate of 10% per annum, compounding annually. The Note
matures on September 30, 2004 and is secured by a Financing Statement on Form
UCC-1 on all of our assets. On the maturity date, the note holder, in its
discretion, elect to have the debt converted into two percent of our outstanding
shares immediately following our planned restructuring. This planned
restructuring is detailed in above in "Submission Of Matters To A Vote Of
Security Holders" and, if implemented, would consist of an acquisition of the
remaining 78% of Remedent NV not owned by us, a 1:20 reverse stock split, the
working-out of past due obligations for stock and/or cash and the implementation
of a stock option plan. We are using the proceeds of this loan for the
development expenses of the tray-based teeth whitening system and legal
expenses.

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


                                       30
<PAGE>

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.

























                                       31
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

None.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

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.


                                       32
<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 12, 2004              /S/ ROBIN LIST
                                  --------------------------------------------
                                  By:      Robin List
                                  Its:     Chief Executive Officer
                                           (Principal Executive Officer)

Dated: August 12, 2004              /S/ STEPHEN F. ROSS
                                  --------------------------------------------
                                  By:      Stephen F. Ross
                                  Its:     Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)


                                       33