SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                  FORM 10-QSB-A


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

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

Commission File Number
                      ----------------------------------------------------------

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


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


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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 6-30-00 : 12,985,303 shares
                                           ---------------------------------

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



<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                               Remedent USA, Inc.
                                  Balance Sheet


                                                                   June 30,          Fiscal Year End
                                                                     2000             March 31, 2000
                                                                  (Unaudited)           (Audited)
                                                            ---------------------- -------------------
      <S>                                                  <C>                      <C>
      ASSETS
      Current Assets
          Cash and cash equivalents                        $               14,869   $         8,125
          Accounts receivable, net                                         54,422            40,897
          Due from related parties                                         35,170            16,919
          Inventory                                                       109,643           153,712
          Prepaid expenses                                                    338               536
          ------------------------------------------------------------------------------------------
             Total current assets                                         214,442           220,189

      Property and Equipment, net                                          29,037            31,795

      Other Assets
          Patents, net of accumulated amortization                         27,704            28,274
          Other Assets                                                      7,782             4,782
          ------------------------------------------------------------------------------------------
             Total other assets                                            35,486            33,056

          ------------------------------------------------------------------------------------------
               Total Assets                                $              278,965   $       285,040
          ==========================================================================================
</TABLE>

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                                   At June 30,         Fiscal Year End
                                                                      2000             March 31, 2000
                                                                   (Unaudited)            (Audited)
                                                                ------------------------------------------
      <S>                                                                <C>                    <C>
      Current Liabilities
         Accounts payable                                                $ 394,429              $ 396,208
         Notes payable-related parties                                      99,663                 37,096
         Accrued Officers Salaries                                         105,667                 85,567
         Accrued liabilities                                               154,422                154,110
         Customer deposits                                                       0                  8,892
         Royalty payable                                                    43,117                 40,754
         Current portion capital lease                                       1,108                  1,629
         Note payable-Union Bank                                            48,665                 50,000
         -------------------------------------------------------------------------------------------------
          Total current liabilities                                        847,071                774,256

      Long Term Liabilities and Capital Leases
      Stockholders' Equity
         Common stock                                                       12,985                 12,685
         Additional paid in capital                                      1,578,223              1,446,018
         Prepaid services for stock                                                               (12,983)
                                                                                    ----------------------
         Accumulated deficit                                            (2,159,314)            (1,934,936)
         -------------------------------------------------------------------------- ----------------------
           Total stockholders' equity (deficit)                           (568,106)              (489,216)
         -------------------------------------------------------------------------------------------------
              Total Liabilities and Stockholders' Equity                 $ 278,965             $  285,040
         =================================================================================================
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements

<PAGE>
<TABLE>
<CAPTION>



                               Remedent USA, Inc.
                             Statement of Operations
                                   (Unaudited)
                   For the three month period ending June 30,

                                                               2000                     1999
                                                        ----------------------------------------------
      <S>                                            <C>                                   <C>
      Revenues
           Sales                                     $             200,053                 $  188,860
           -------------------------------------------------------------------------------------------
              Total Revenue                                        200,053                    188,860

      Cost of Goods Sold                                            69,865                     77,384

           -------------------------------------------------------------------------------------------
              Gross profit                                         130,188                    111,476

      Operating Expenses
           Research and development                                 15,085                     10,131
           Sales and marketing                                     198,165                     44,221
           General and administrative                               75,837                    117,305
           Depreciation and amortization                             3,329                      2,736

           -------------------------------------------------------------------------------------------
              Total operating expenses                             292,416                    174,393

           -------------------------------------------------------------------------------------------
                Net loss from operation                           (162,228)                   (62,917)

      Other (Income) Expenses
           Interest income                                             (68)                      (143)
           Interest expense                                         62,218                      1,309

           -------------------------------------------------------------------------------------------
              Total other (income) expenses                         62,150                      1,166

           -------------------------------------------------------------------------------------------
           Net loss before tax                                    (224,378)                   (64,083)

      State Income Taxes                                                 0                          0

           -------------------------------------------------------------------------------------------
                Net loss                             $            (224,378)                $  (64,083)
           ===========================================================================================

           Loss per share                                            (0.02)                     (0.01)

           Weighted average shares outstanding                  12,738,050                 12,437,730
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements

<PAGE>
<TABLE>
<CAPTION>


                               Remedent USA, Inc.
                             Statement of Cash Flows
                                   (Unaudited)
                                                                For the three month       For the three month
                                                                period ending June         period ending June
                                                                     30, 2000                   30, 1999
                                                               -------------------------------------------------
<S>                                                                     <C>                    <C>
Cash Flows From Operating Activities
     Net loss                                                           $   (224,378)           $  (64,083)

     Adjustments  to  reconcile  net income
     to net cash  provided  by  operating activities:
         Depreciation and amortization                                         3,328                 2,737
         Beneficial conversion feature                                        53,200
         Stock for services                                                   12,983                12,482
         Changes in:
           Accounts receivable                                               (13,525)              (82,161)
           Inventory                                                          44,069                20,236
           Prepaid expenses                                                      198                (3,798)
           Accounts payable                                                   77,526                53,912
           Accrued liabilities                                                19,629                 6,299
           Customer deposits                                                  (8,892)                    0
           Royalties payable                                                   2,363                 6,432
           Deposits                                                           (3,000)               (7,610)
-----------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                        (36,499)              (55,554)

Cash Flows from Investing Activities
       Notes to related parties                                              (17,150)                  664
-----------------------------------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities                             (17,150)                  664

Cash Flows from Financing Activities
         Lease payments                                                         (521)                    0
         Proceeds of notes and debenture                                      62,249                 2,149
         Officer loans (repayments)                                                0               (22,202)
         Sale of common stock                                                      0                     0
         Note payments                                                        (1,335)                    0
-----------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                     60,393               (20,053)

         Net Increase in Cash                                                  6,744               (74,943)

     Cash, beginning of the year                                               8,125                89,382

-----------------------------------------------------------------------------------------------------------
     Cash, June 30                                                         $  14,869             $  14,439
===========================================================================================================

Supplemental Non Cash Investing and Financing Activities:

    The Company  issued  300,000 shares of stock in exchange for an account
    payable of $79,305.

Supplemental Information:
    Interest paid                                                              $ 473                $   -
    Taxes paid                                                                 $   -                $   -


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



<TABLE>
<CAPTION>


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


                                            Common Stock        Additional     Accounts       Accumulated
                                                                  Paid
Date                 Description         Shares      Dollars    in Capital    Receivable        Deficit       Total
------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>         <C>        <C>            <C>            <C>           <C>
Balance March 31, 2000                  12,685,303  $ 12,685   $ 1,446,018    $ (12,983)     $(1,934,936)  $ (489,216)
------------------------------------------------------------------------------------------------------------------------

April 1, 2000        Debenture                                 $    10,000                                 $   10,000

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

June 15, 2000        Shares for A/P        300,000  $    300   $    79,005                                 $   79,305

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

June 29, 2000        Debenture                                 $    16,000                                 $   16,000

June 30, 2000        Net Loss                                                                $  (224,378)  $ (224,378)

------------------------------------------------------------------------------------------------------------------------
Balance June 30, 2000                   12,985,303  $ 12,985   $ 1,578,223    $      (0)     $(2,159,314)  $ (568,106)
------------------------------------------------------------------------------------------------------------------------

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements
</TABLE>

<PAGE>

--------------------------------------------------------------------------------

NOTE 1  CONDENSED FINANCIAL STATEMENTS

A.  Disclosure

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction with the Form 10-SB/A Filed January 17, 2001.

B.  Management's Representation

The consolidated  balance sheet as of June 30, 2000 and fiscal year ending March
31, 2000,  the  consolidated  statement of operations for the three month period
ended June 30,  2000 and June 30, 1999 and the  statement  of cash flows for the
three  month  period  ended  June 30,  2000 and 1999 have been  prepared  by the
Registrant,  without  audit.  In the  opinion  of  management,  all  adjustments
necessary to present fairly the financial position,  results of operations,  and
cash flows at June 30, 2000 and 1999, and for all periods  presented,  have been
made.

                               REMEDENT USA, INC.
                          NOTES TO FINANCIAL STATEMENTS


     1.  Basis of Preparation

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

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

     2.  Cash and Cash Equivalents

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

     3.  Accounts Receivable

The Company sells premium toothbrushes to various companies, primarily to retail
chains located  throughout the United States. The terms of sales are 2% 10 days,
net 30 days.  Accounts receivable is reported at net realizable value and net of
allowance for doubtful accounts.  As of June 30, 2000 and 1999 the allowance for
doubtful accounts was $3,000.

The Company  uses the  allowance  method to account for  uncollectible  accounts
receivable.  The Company's estimate is based on historical collection experience
and a  review  of  the  current  status  of  trade  accounts  receivable.  It is
reasonably  possible that the  company's  estimate of the allowance for doubtful
accounts will change.

     4.  Inventories

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

                                         2000              1999
                                         ----              ----
     Inventory-Supplies            $    32,629       $      4,745
     Displays and Raw Materials    $    52,962       $     42,587
     Finished Goods                $    24,052       $    103,568
                                   -----------       ------------
         Total                     $   109,643       $    150,900

     5.  Patents

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

                                         2000              1999
                                         ----              ----
     Patent                        $    34,199       $     34,199
     Accumulated amortization      $     6,495       $      4,215
                                   ------------      ------------
     Patents, net                  $    27,704       $     29,984


     6.  Net Loss Per Share

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

     7.  Impact of Recently Issued Accounting Standards

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

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

     8.  Going Concern

The  Company  has  sustained  substantial  net  losses  since its  inception  in
September  1996.  In  addition,  as of June 30,  2000 the  Company had a working
capital deficit totaling $632,629 and a shareholders deficit of $568,106.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern. The Company is currently working with various groups in an effort
to raise significant working capital.

     9.  Related Party Transactions

The Company's  headquarters in California occupy  approximately 1000 square feet
of Rebecca M. Inzunza's, an officer shareholder,  primary residence that total's
4,000 square feet.  Rent paid directly to Ms.  Inzunza each monthly is currently
$655.

The Company has borrowed  various amounts totaling $53,200 from a stockholder to
meet the current financial  obligations of the Company. The notes are unsecured,
due on demand and include interest at 10% per annum. The Company may continue to
borrow from shareholders and officers to meet current financial needs.



<PAGE>
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000

The total current assets  decreased by $5,747 or 3% from $220,189 at fiscal year
end  March 31,  2000 to  $214,442  for the three  months  ended  June 30,  2000.
Accounts  receivable  increased by 33% from $40,897 at fiscal year end March 31,
2000 to $54,422 for the three months ended June 30, 2000. This was primarily due
to international  sales.  Amounts due from related parties  increased $18,251 or
108% from  $16,919  from fiscal year end March 31, 2000 to $35,170 for the three
month period ending June 30, 2000. Loans in the amount of $17,728 were disbursed
to three separate officers.

Inventory  decreased $44,069 or 29% from $153,712 from fiscal year end March 31,
2000 to $109,643 for the three months ended June 30, 2000.  This decrease is due
to the  desire to deplete  the old  package  inventory  to make room for our new
tube-style packaged brushes.

Liabilities  increased $72,815 or 9% from $774,256 for fiscal year end March 31,
2000 to $847,071 for the three months ended June 30, 2000.  The main  components
of these increases  relate to advertising,  accrual of officer's  salaries,  and
notes payable to related parties. Notes payable to related parties for the three
months  ended  June 30,  2000  increased  $62,567  due to a $53,200  convertible
debenture from a shareholder,  and the purchase of computer  equipment.  Accrued
officer's salaries for June 30, 2000 was $105,667 compared to $85,567 for fiscal
year end March 31, 2000.  As of June 30, 2000,  accounts  payable had  decreased
$1,779 from the fiscal year ending March 31, 2000 total of $396,208.

In an effort to provide additional exposure of the Company's unique product, the
Company does  provide,  to certain  first time buyers,  all dental  professional
customers,  and all  international  customers,  an  opportunity  to acquire  the
product  with  certain  special  marketing  discounts.  The Company  views these
discounts  not as sales  discounts  but as a method of marketing its products to
customers that may not otherwise purchase the product. Promotional discounts for
the three month period ended June 30, 2000  totaled  $99,847,  which is included
within sales and marketing  expenses.  This amount should be deducted from sales
to evaluate the exact sales  number.  Beginning  April 1, 2001,  the  accounting
procedure  for posting  sales will  reflect  the actual  sales price and not the
Company's standard blanket cost to all buyers.

For the quarter ending June 30, 2000, the Company's  sales  increased by $11,193
or 6% over the comparable three-month period ending June 30, 1999. Sales for the
three months ended June 30, 2000 totaled $200,053.  This low increase was due to
our temporarily not shipping to our largest domestic  customer,  CVS, while they
are clearing their shelves of our old blister-packed brushes before replacing it
with our new tube style packaging.  A good part of the CVS cut back was replaced
with brisk  international  sales for the quarter ending June 30, 2000,  totaling
$145,169  which  represents  73% of total  sales  for that  period.  Promotional
discounts of $83,677 were applied towards international sales.

Cost of goods for the quarter ending June 30, 2000 totaled  $69,865;  a decrease
of $7,519 or 10% when  compared to the same  three-month  period  ended June 30,
1999.  This decrease was due to the reduced costs related to assembly of product
displays at our Phoenix,  Arizona fulfillment facility.  The gross profit margin
for the three month period  ending June 30, 2000 was 65% compared to 59% for the
same period in 1999.

Operating  expenses  increased  $118,023 or 68% from $174,393 on June 30 1999 to
$292,416  on June 30,  2000.  These  increases  were due to sales and  marketing
commissions of $7,865 or 114%;  advertising increased $25,160 or 142%; promotion
discounts increased $78,816 or 375%; new advertising  literature $3,746 or 375%;
supplies  $1,199 or 278%;  freight  $2,101 or $59%;  and new  marketing  mailers
increased  $18,940 or 737%. These increases  (except for promotional  discounts)
are due to the expansion plan. Decreases in operating expenses included: travel,
$3,700;  sales and  marketing  consulting  fees of  $5,000;  officers  salaries,
$8,500;  employee salaries,  $13,300;  officers life insurance $2,500;  dues and
subscriptions,  $2,000;  outside services,  $1,100;  royalties $4,100; and rent,
$3,100.

Net loss from operations increased by $99,311 or 158% from ($62,917) on June 30,
1999 to  ($162,228)  on June 30, 2000 due to the factors  mentioned  above which
include  decreased  sales,   increased  costs,  investors  relations  fees,  and
advertising.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

THREE MONTHS ENDED JUNE 30, 2000

On June 30,  2000,  our  current  liabilities  exceeded  our  current  assets by
$632,629.

The Company  borrowed  $53,200  from a  shareholder  in the form of  convertible
debentures. The debentures are unsecured and bear interest at 10% per annum. The
debentures are due on demand and if no demand is made before the maturity dates,
the debentures  can be converted to stock at 37.5% of the average  trading price
30 days before maturity. The Company has recorded interest expense of $53,200 as
part of the conversion feature of the debenture.


          ----------------------- ---------------- --------------------
          Date of Debenture       Amount  of       Maturity Date
                                  Debenture
          ----------------------- ---------------- --------------------
          April 1, 2000           $     10,000     April 1, 2001
          ----------------------- ---------------- --------------------
          April 15, 2000          $     27,200     April 15, 2001
          ----------------------- ---------------- --------------------
          June 29, 2000           $     16,000     June 29, 2001
          ----------------------- ---------------- --------------------
                  TOTAL           $     53,200
          ----------------------- ---------------- --------------------


The Company's  primary goal in raising  capital is to fund sales  growth,  which
includes  advertising  support and  consumer  awareness.  The first phase of the
marketing plan  implementation  is still in progress and moving  forward.  As of
June 30, 2000 we were  advertising  on a top rated  radio show and  professional
packets  were sent to 7,024 dental  hygienists  in the Pacific  Northwest.  This
mailing has substantially increased sales to dental professionals.

As of June 30, 2000, working capital totaled ($632,629) vs. ($554,067) for March
31, 2000, an increase of $78,562 from fiscal year-end.  Net cash comparison from
each period stayed the same at approximately  $14,500.  This flat amount was due
to the decrease in sales and increase in  liabilities.  Net cash was used mainly
in  reducing  liabilities  where  necessary  while  advertising  in the  Pacific
Northwest to increase sales for the first phase of the marketing plan.

Because of the Company's emphasis on new packaging,  a decrease in old inventory
is expected, while increasing the new package inventory.

International sales in the first quarter of our fiscal year 2000 were 73% of all
sales realized within that quarter.

QUARTERLY TRENDS

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



<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         Exhibit 27        Financial Data Schedule

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

         None



                                   SIGNATURES

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

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



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


Date:    January 16, 2001
         ----------------
<PAGE>