<PAGE>

                       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 QUARTER ENDED DECEMBER 31, 2002
                                       or
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                             Commission File Number

                               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)

 1921 Malcolm Ave., #101
 Los Angeles, California                                           90025
 -------------------------------------                             -----
 (Address of principal executive offices)                       (Zip code)

                                 (310) 922-5685
                                 --------------
                (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 February 14, 2003:
36,990,724


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


<PAGE>



                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                                December 31, 2002
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                                    PAGE
                                                                                                  ----

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

       Consolidated Balance Sheet as of December 31, 2002 and March 31, 2002.................... . 2

       Consolidated Statements of Operations for the Three and Nine Month Periods
       Ended December 31, 2002 and 2001........................................ .................. 3

       Consolidated Statements of Cash Flows for the Nine Month Periods
       Ended December 31, 2002 and 2001.................................... ...................... 4

       Consolidated Statements of Comprehensive Loss for the Three and Nine Month Periods
       Ended December 31, 2002 and 2001.................................... ...................... 5

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

Item 2. Management's Discussion and Analysis or Plan of Operation................................. 13

Item 3. Controls and Procedures 17

PART II - OTHER INFORMATION

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

      Signatures.................................................................................. 19
</TABLE>


<PAGE>




PART I - FINANCIAL INFORMATION

    ITEM 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

           ASSETS                                         December 31, 2002    March 31, 2002
                                                          -----------------    ---------------
                                                             (Unaudited)          (Audited)
<S>                                                            <C>                <C>
CURRENT ASSETS
    Cash and cash equivalents                                  $         11       $  31,940
    Accounts receivable, net                                        297,492         117,274
    Due from related party                                          129,712         109,050
    Inventories, net                                                 93,531          97,546
    Prepaid expense                                                  35,068          39,222
                                                                     ------         -------

         TOTAL CURRENT ASSETS                                       555,814         395,032

Property & equipment, net                                            46,491          60,502

Goodwill 330,011                                                    330,011

Other assets                                                              -           2,499
                                                               ------------     -----------

         TOTAL ASSETS                                          $    932,316       $ 788,044
                                                               ============       =========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

    Line of credit                                             $    270,372      $  137,866
    Accounts payable                                                419,734         310,163
    Due to related parties                                          198,213         153,715
    Accrued liabilities                                             248,904         346,017
    Net liabilities of Toothbrush Business to be sold               335,713         335,713
    Note payable                                                    104,245         232,862
                                                                -----------      ----------

         TOTAL CURRENT LIABILITIES                                1,577,181       1,516,336
                                                                -----------       ---------


MINORITY INTEREST IN REMEDENT N.V.                                  121,193               -


SHAREHOLDERS' DEFICIT

    Common stock                                                     36,346          30,824
    Additional paid in capital                                    4,684,851       4,000,194
    Accumulated deficit                                          (5,201,993)     (4,670,596)
    Stock subscription receivable due to Remedent N.V.             (243,860)        (77,848)
    Other comprehensive loss                                        (41,402)        (10,866)
                                                                ------------     -----------

         TOTAL SHAREHOLDERS' DEFICIT                               (766,058)       (728,292)
                                                                ------------     -----------

          TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT           $   932,316       $ 788,044
                                                                ===========       =========

</TABLE>


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

                                       2

<PAGE>

<TABLE>
<CAPTION>


                                                   REMEDENT USA, INC. AND SUBSIDIARIES
                                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                  FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001
                                                                    (Unaudited)

                                                       For the quarter ended                  For the nine months ended
                                           December 31, 2002     December 31, 2001      December 31, 2002   December 31, 2001
                                           -----------------     -----------------      -----------------   -----------------


<S>                                               <C>               <C>                    <C>                 <C>
NET SALES                                           $562,213             $280,315              $1,370,238            $452,473


COST OF SALES                                        315,511              152,167                 758,291             253,372
                                                     -------              -------                 -------             -------

           GROSS PROFIT                              246,702              128,148                 611,947             199,101

OPERATING EXPENSES
    Research and development                          24,005               32,885                  97,369             167,348
    Sales and marketing                               21,116               20,609                  50,631              31,800
    General and administrative                       308,401              495,480                 950,377           1,181,394
    Depreciation and amortization                      4,841                4,233                  15,065              11,815
                                                       -----                -----                  ------              ------


           TOTAL OPERATING EXPENSES                  358,363              553,206               1,113,442           1,392,356
                                                     -------              -------               ---------           ---------


LOSS FROM OPERATIONS                                (111,661)            (425,058)               (501,495)         (1,193,255)


OTHER INCOME (EXPENSES)
    Interest expense                                 (20,296)             (40,231)                (51,097)            (79,244)
    Other income (expense)                             2,422                7,150                  21,195              14,410)
                                                       -----                -----                  ------              -------

           TOTAL OTHER INCOME (EXPENSES)             (17,874)             (33,081)                (29,902)            (64,834)
                                                     --------             --------                --------            --------

LOSS BEFORE INCOME TAXES                            (129,535)            (458,139)               (531,397)         (1,258,089)

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

           NET (LOSS)                            $  (129,535)          $ (458,139)            $  (531,397)        $(1,258,089)
                                                 ============          ===========            ============        ============

LOSS PER SHARE (Basic and Diluted)               $     (0.003)         $   (0.028)            $    (0.015)        $    (0.082)
                                                 ============          ===========            ============        ============

WEIGHTED AVERAGE SHARES OUTSTANDING               36,990,724           16,081,558              35,155,209          15,401,864
                                                  ==========           ==========             ============        ============

</TABLE>

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

                                       3

<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE NINE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                      For the Nine Months Ended
                                                                  December 31, 2002 December 31, 2001
                                                                  ----------------- -----------------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                            $     (531,397) $ (1,258,089)
Adjustments to reconcile net loss to net cash
provided by operating activities:
    Depreciation and amortization                                           15,357        11,815
    Inventory reserve                                                            -        57,353
    Stock for services and interest                                          6,225       195,990

Changes in operating assets and liabilities:
    Accounts receivable                                                   (146,576)       (5,443)
    Inventories                                                             20,564      (121,367)
    Prepaid expenses                                                         3,298       (31,689)
    Accounts payable                                                        73,297       167,086
    Accrued liabilities                                                    (12,719)      370,614
                                                                           --------      -------

NET CASH USED IN OPERATING ACTIVITIES                                     (571,951)     (561,731)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES

    Purchases of equipment                                                       -       (63,228)
    Other assets                                                             2,499        (5,965)
    Notes to related parties                                                41,411       121,169
                                                                            ------       -------

NET CASH PROVIDED BY INVESTING ACTIVITIES                                   43,910        51,976

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

         Note payments                                                     (30,839)       (4,811)
         Proceeds from line of credit                                       97,291             -
         Proceeds from notes and debentures                                      -       120,000
         Proceeds from sale of common stock                                443,936       423,500
         Payments to related parties                                        (5,952)            -
                                                                        -----------   ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                  504,436       538,689
                                                                        -----------   ----------

 NET DECREASE IN CASH                                                      (23,605)       28,934
    Effect of exchange rate changes on cash and cash equivalents            (8,324)        1,498
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                31,940         7,686
                                                                        -----------   ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                  $       11    $   38,118
                                                                        ============  ==========

</TABLE>


Supplemental Non Cash Investing and Financing Activities:

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

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

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

During the quarter ended  September 30, 2001,  the Company issued 126,600 shares
of common stock for the repayment of $31,650 in accounts payable indebtedness.

During the quarter ended June 30, 2001,  the Company  issued  148,642  shares of
common  stock upon the  conversion  of a debenture  for full  settlement  of the
$10,000 face amount and $589 in accrued interest.

Supplemental Information:
    Interest paid                                        $32,669 $ 1,829
    Taxes paid                                           $     - $     -


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

                                       4

<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
      FOR THE THREE AND NINE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   Three months ended Dec. 31,         Nine months ended Dec. 31,

                                                            2002         2001             2002         2001

<S>                                                    <C>          <C>                <C>          <C>
 Net loss                                              $ (129,535)  $  (458,139)       $ (531,397)  $(1,258,089)
 Other comprehensive income (loss):
    Foreign currency translation adjustment               (56,448)        1,156           (30,536)        1,156
                                                 -----------------  ------------       ----------  ------------

 Comprehensive loss                                     $(185,983)  $  (456,983)       $(561,933)  $(1,256,933)
                                                        ==========  ============       ==========  ============


 The accompanying notes are an integral part of these interim consolidated financial statements.
</TABLE>


                                       5
<PAGE>

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

1. General

The accompanying unaudited interim consolidated financial statements include the
accounts of Remedent USA, Inc. and its two subsidiaries,  Remedent NV located in
Ghent Belgium and Remedent Professional, Inc. located in Los Angeles, California
(collectively,  the  "Company").  Remedent  USA, Inc. is a holding  company.  At
December  31,  2002,  Remedent  USA owned 22% of  Remedent  NV (see Note 11),  a
manufacturer of  professional  dental  equipment for use by dentists.  Since the
other  shareholders  of Remedent NV are  officers of Remedent  USA or  companies
owned by officers of Remedent USA, the Company believes that it has "control" of
Remedent  NV, as defined by ARB 51,  "Consolidated  Financial  Statements."  The
Company has  consolidated  the  financial  position and results of operations of
Remedent NV. Remedent  Professional  Inc., a wholly owned subsidiary of Remedent
USA, is the United  States sales  organization  for  equipment  manufactured  by
Remedent NV. All significant  inter-company  accounts and transactions have been
eliminated in the consolidated  financial  statements.  The interim consolidated
financial  statements have been prepared in accordance  with generally  accepted
accounting principles for interim financial information and with instructions to
Form 10-QSB and Item 10 of Regulation S-B. Accordingly,  they do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month  periods  ended  December 31, 2002 are not  necessarily  indicative of the
results  that may be expected  for the fiscal year ending  March 31,  2003.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes thereto included in the Company's annual report on Form 10-KSB for the
fiscal year ended March 31, 2002.

2.  Summary of Significant Accounting Policies

Basis for Presentation

The  Company's  financial  statements  have been prepared on an accrual basis of
accounting,  in conformity with accounting  principles generally accepted in the
United  States.  These  principles  contemplate  the  realization  of assets and
liquidation of liabilities in the normal course of business.  The preparation of
financial statements in conformity with generally accepted accounting principles
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.  The 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.  Corporate
administrative costs are not allocated to subsidiaries.

Reclassifications

These financial statements reflect certain  reclassifications  made to the prior
period balances to conform with the current year presentation.



                                       6
<PAGE>

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.

Impairment of Long-Lived Assets

Long-lived  assets consist  primarily of property,  equipment and goodwill.  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 December 31, 2002, management believes there was no impairment
of the Company's long-lived assets.

Pervasiveness of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

The Company  sells  professional  dental  equipment  and provides  leased dental
employee  services  to  various  companies  and  dental  clinics,  primarily  to
distributors located in the European Union. 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
December 31, 2002 and March 31, 2002,  the allowance  for doubtful  accounts was
$0. The Company uses the allowance method to account for uncollectable  accounts
receivable.  The Company's estimate is based on historical collection experience
and a review of the current status of trade accounts receivable.

Computation of Earnings Per Share

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

Common shares related to stock options and stock warrants that are  antidilutive
amounted to 7,562,750  and  4,803,000 for the three and nine month periods ended
December 31, 2002 and 2001, respectively.

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 functional currency is other than 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  and cash  flows of such  companies  are  translated  at the  average
exchange rates during the  applicable  period.  Translation  gains or losses are
accumulated as a separate component of stockholders' equity. The Company has not
tax-effected the cumulative  translation  adjustment as there is no intention to
remit the earnings.



                                       7
<PAGE>

Impact of New Accounting Standards

Statement of Financial  Standards  ("SFAS") Nos. 141 "Business  Combinations" is
effective  for business  combinations  after June 30, 2001. It requires that the
"purchase method" of accounting be used to account for all business combinations
and  specifies  criteria  for an  acquired  intangible  asset  to be  recognized
separately  from  goodwill.  SFAS No. 142 is effective for financial  statements
beginning  after  December  15,  2000.  It requires  that  goodwill no longer be
amortized, but tested for impairment on an annual basis. The Company adopted the
provisions of SFAS Nos. 141 and 142 for the fiscal year ended March 31, 2002.

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS 143  establishes  accounting  standards for  recognition and
measurement of a liability for the costs of asset retirement obligations.  Under
SFAS 143,  the costs of retiring  an asset will be recorded as a liability  when
the retirement obligation arises, and will be amortized to expense over the life
of the asset.  We do not expect any effect on our financial  position or results
of operations from the adoption of this statement.

SFAS 144 establishes a single accounting model for the impairment or disposal of
long-lived assets, including discontinued  operations.  SFAS 144 superseded SFAS
121 and APB Opinion No. 30, "Reporting the Results of Operations--Reporting  the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions." The provisions of SFAS 144 are
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted,  and in general are to be applied prospectively.  The Company adopted
SFAS 144 effective  April 1, 2002,  which did not have a material  impact on its
consolidated results of operations or financial position.

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

3.   Due from Related Parties

On February  12,  2002,  Remedent NV entered  into a loan  agreement  for (euro)
125,000  (US$129,713 at December 31, 2002), with a company owned and operated by
a Company  officer.  The agreement was entered into in connection with a line of
credit  established with the Bank Brussel Lambert ("BBL") for (euro) 250,000 (US
$259,425).  Due to the  insufficient  assets  maintained  by the  Company  as of
inception date of the line of credit,  the BBL imposed two  requirements for the
extension of credit: (1) Mr. De Vreese personally  guarantee the line of credit,
and (2) the related party company owned by Mr. De Vreese repay its existing line
of credit in full. As such,  the loan  received was partially  utilized to repay
the existing related party line of credit. Repayment of the loan will occur upon
the  Company's  ability to provide  sufficient  assets to replace  the  personal
guarantee of Mr. De Vreese.

4.   Inventories

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

                                          December             March
                                          31, 2002           31, 2002
                                          --------          ---------

   Raw materials                          $  59,489         $   5,270
   Finished goods                            39,231            96,638
   Less: Inventory reserve                   (5,189)           (4,362)
                                          -----------       ---------
   Inventories, net                       $  93,531         $  97,546
                                          =========         =========


5.   Property and Equipment

Property and equipment are summarized as follows:


                                       8
<PAGE>

                                                       December       March
                                                       31, 2002     31, 2002
                                                      ---------     --------
  Machinery and equipment                             $   3,548    $   3,548
  Tooling                                                49,782       49,782
  Furniture and fixtures                                 11,799        9,919
  Less accumulated depreciation                         (18,638)      (2,747)
                                                       --------    ---------
  Property and equipment, net                         $  46,491    $  60,502
                                                      =========    =========

6.   Goodwill

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

On January 1, 2002, the Company adopted SFAS 142 and has ceased  amortization of
goodwill,  which is deemed to have an indefinite  life. Under the new rules, the
Company is no longer  permitted to amortize  intangible  assets with  indefinite
lives;  instead they will be subject to periodic tests for impairment.  SFAS 142
supercedes APB Opinion #17,  Intangible  Assets. In accordance with SFAS 142, as
of December 31, 2002 and March 31, 2002,  management  assessed the present value
of the projected  cash flows of the acquired  business and the increased  dental
hardware sales  attributable to outsourced  dental  practitioners,  and believes
there has been no impairment of the goodwill as of December 31, 2002.

As the Company  maintained no goodwill or other  identifiable  intangible assets
with indefinite lives,  during the nine month period ended December 31, 2001, no
reconciliation of previously  reported net income and earnings per share for the
exclusion of such amortization expense is necessary.

7.   Line of Credit

On  February  11,  2002,   Remedent   N.V.,   entered  into  a   (euro)1,241,000
(US$1,287,786  at December 31, 2002) Line of Credit  Facility  (the  "Facility")
with the BBL, consisting of a (euro)991,000  (US$1,028,361 at December 31, 2002)
accounts receivable factoring line of credit and a (euro)250,000  (US$259,425 at
December 31, 2002) general line of credit.  The factoring line of credit,  to be
secured by qualifying accounts  receivable,  will provide the Company 75% of the
amount of qualifying invoices up to the maximum credit line. For each qualifying
invoice, the BBL will assume all collection duties and charge a 0.47% fee on the
invoice amount for these services. Advances on this line will bear interest at a
rate of prime + 2.5%. There was a balance of $37,070 outstanding under this line
of credit as of December 31, 2002 and $0 as of March 31, 2002.  The general line
of credit is secured by the  personal  assets of an officer of the  Company  and
bears interest at a rate of prime + 2.5%. $233,302 and $137,866 were outstanding
under  this  line of  credit  as of  December  31,  2002  and  March  31,  2002,
respectively.

8.   Due to Related Parties

Due to related parties are summarized as follows:
<TABLE>
<CAPTION>

                                                                              December 31,          March 31,
                                                                                  2002                2002
                                                                           -------------------- ------------------

<S>                                                                        <C>                  <C>
     Borrowings  from a  former  director  in  the  form  of  convertible
     debentures                                                            $           69,002   $        69,002
     Borrowings in the form of working capital loans                                  129,211             84,713
                                                                           ------------------   ----------------

     Due to related parties                                                $         198,213    $       153,715
                                                                           =================    ===============
</TABLE>

The  convertible  debentures  issued to the former  director  are due on demand,
bearing interest at 10% per annum, and convertible into common stock at the sole
discretion of the holder.  The debentures are  convertible  into common stock at
percentages between 30% and 37.5% of the average trading price for the stock for


                                        9
<PAGE>

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 December 31, 2002,  $4,773 was accrued for unpaid
interest.

9.   Note Payable

In April 2000,  the Company  entered into a $49,971  loan with an Arizona  based
bank at a variable  interest  rate of prime + 2.5% (4.25% at December 31, 2002).
The loan requires monthly payments of $1,099, including interest, and matures on
April 26, 2005.

10.  Net Liabilities to be Sold

On March 27, 2002, the Board of Directors  approved an Asset Purchase  Agreement
(the  "Agreement")  entered into by the Company on March 14, 2002 with,  Famcare
2000,  LLC,  ("Famcare"),  a Nevada  limited  liability  company.  The Agreement
provides for the sale of the Company's  Remedent Tooth & Gumbrush  business (the
"Toothbrush Business") which accounted for approximately $50,000 in revenues for
the fiscal year ended March 31, 2002.

The transaction sold all of the assets of the Toothbrush  Business and obligated
the  Buyer to be  responsible  for the  Company's  liabilities  relating  to the
division.  The business  accounted for approximately  $50,000 in revenues,  from
unit sales,  for the fiscal nine months ending  December 31, 2001,  prior to the
discontinuance   of  the  business'   operations  on  December  31,  2001,   and
approximately $440,000 for the fiscal year ended March 31, 2001.

11.  Capital Transactions

On December 31,  2002,  the  Company's  Remedent NV  subsidiary  entered into an
agreement with Lausha NV, a Belgium based company owned by the Chairman and also
with Robin List, the Company's President and Chief Operating Officer.  Under the
agreement, Remedent NV issued the following shares of common stock:

         a) 7,171 shares of Remedent NV common stock to Lausha NV in exchange
         for extinguishment of a (euro)285,000 (US$305,000) note payable; and

         b) 2,145 shares of Remedent NV common stock to Robin List in exchange
         for extinguishment of a (euro)25,000 (US$27,000) note payable.

After this transaction,  the Company owned 21.45% of Remedent NV. Until June 30,
2003,  the Company has a unilateral  right to  repurchase  the shares  issued to
Lausha NV and Robin List at the same  price  that the shares  were sold to these
parties.  If the Company  exercises  the option to  repurchase  the shares,  the
Company  will pay  interest to Lausha and List,  at a rate of 7% per annum based
upon outstanding value of the shares. In addition, the Company would be required
to issue 919,355 shares of common stock of the Company's  Remedent  Professional
Holdings Inc.  subsidiary to Lausha NV and 80,645 shares of the same  subsidiary
to Robin List.

On October 1, 2002, the Company completed a $27,500 private  placement,  selling
an aggregate of 343,750 shares of common stock at $0.08 a share, and warrants to
purchase  68,750 shares of common stock at an exercise  price of $0.50 per share
for 5 years.

On July 25, 2002, the Company completed a $230,000 private placement, selling an
aggregate of 2,875,000  shares of common stock at $0.08 a share, and warrants to
purchase  575,000 shares of common stock at an exercise price of $0.50 per share
for 5 years.

On June 30, 2002,  the Company  negotiated  for the partial  repayment of unpaid
wages to two current employees,  $19,959,  with the issuance of 39,918 shares of
common stock.

On June 30, 2002, the Company  negotiated for the full repayment of unpaid wages
to a former  employee,  $19,497,  with the issuance of 243,000  shares of common
stock.

On May 13, 2002,  the Company  negotiated for the full repayment of unpaid wages
and expenses to three former  employees,  $31,202,  with the issuance of 205,000
shares of common stock and payments totaling $15,202.



                                       10
<PAGE>

On May 1, 2002, the Company  completed a $30,000 private  placement,  selling an
aggregate of 375,000  shares of common  stock at $0.08 a share,  and warrants to
purchase  75,000 shares of common stock at an exercise  price of $0.50 per share
for 5 years.

On May 1, 2002,  the Company  negotiated for the full repayment of the remaining
balance of the $100,000 working capital loan,  $77,778,  subsequent to the April
and May principal  payments as agreed to on December 21, 2001, with the issuance
of 1,400,000 shares of common stock. On December 21, 2001, the Company agreed to
the full  repayment  of the  interest  portion of the loan with the  issuance of
650,000 shares of common stock.

On May 1, 2002,  the Company  negotiated for the full repayment of the principal
and interest of the $20,000  working  capital loan, with the issuance of 410,000
shares of common stock.

On May 1, 2002,  the Company  negotiated  for the full  repayment of the balance
owed to its predecessor  auditors,  $32,650, with the issuance of 150,000 shares
of common stock.

On April 26, 2002,  the Company  entered into an agreement  with its  investment
bankers for the repayment of $10,000 of  indebtedness,  representing the monthly
retainers  for  November  and December of 2001 and January and February of 2002,
with the issuance of 125,000 shares of common stock.

12.  Segment Information

The Company's reportable operating segments for the fiscal year ending March 31,
2003 consist of professional  dental  products and dental employee  outsourcing.
The  "Other"  segment  column  below  includes  centralized  services  including
corporate  consulting,  legal,  accounting,  investor  relations and unallocated
corporate  payroll and interest.  The chief operating  decision making group for
the Company's  reportable operating segments is comprised of the Company's Chief
Executive Officer,  Chief Financial Officer,  and the lead executives of each of
the Company's two primary operating segments. The operating segments are managed
separately  as  each  operating  segment  represents  a  business  unit  with  a
distinctive  marketing strategy,  distribution  method and target customer.  The
accounting policies of the operating segments are the same as those described in
the summary of significant accounting policies.

The following is segment  information for the three and nine month periods ended
December 31, 2002 and 2001:

                        Total Assets by Operating Segment
                             as of December 31, 2002

Professional Dental Products                                     $  559,333
Dental Employee Outsourcing                                         372,983
Oral Hygiene Products                                                    -
TOTAL                                                            $  932,316
                                                                 ==========
<TABLE>
<CAPTION>

                                                     For the Three Months Ended          For the Nine Months Ended
                                                             December 31,                      December 31,
                                                         2002          2001                2002             2001
                                                         ----          ----                ----             ----

Revenues:
<S>                                                  <C>             <C>              <C>               <C>
   Professional Dental Products                      $  562,213      $ 274,969        $1,365,597       $    402,203
   Dental Employee Outsourcing                                -              -             4,641                  -
   Oral Hygiene Products                                      -          5,346                 -             50,270
                                                     ----------      ---------        ----------       ------------
Total                                                $  562,213      $ 280,315        $1,370,238       $    452,473
                                                     ==========      =========        ==========       =============

Net Loss:
   Professional Dental Products                      $ (129,535)     $(132,587)       $ (378,727)      $   (447,464)
   Dental Employee Outsourcing                                -              -           (29,429)                 -
   Oral Hygiene Products                                      -      (  53,665)                -           (101,412)
   Other                                                      -       (271,887)         (123,241)          (709,213)
                                                     ----------      ----------      ------------      ------------
Total                                                $(129,535)      $ (458,139)     $  (531,397)      $ (1,258,089)
                                                     ==========      ==========      ============      ============
</TABLE>


                                       11
<PAGE>

The  Company  ships  products  from its  operations  in the US and  Europe.  The
following  are  sales by its US and  European  locations  for the three and nine
month periods ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                     For the Three Months Ended     For the Nine Months Ended
                                             December 31,                   December 31,
                                         2002           2001             2002        2001
                                         ----           ----             ----        ----
<S>                                  <C>            <C>              <C>           <C>
Revenues - United States:
   Professional Dental Products      $          -   $          -     $          -  $        -
   Dental Employee Outsourcing                  -              -                -           -
   Oral Hygiene Products                        -          5,346                -      50,270
                                     ------------   ------------     ------------  ----------
Total                                $          -   $      5,346     $          -  $   50,270
                                     ============   ============     ============  ==========

Revenues - Europe:
   Professional Dental Products      $    562,213   $    274,969     $  1,365,597  $  402,203
   Dental Employee Outsourcing                  -              -            4,641           -
   Oral Hygiene Products                        -              -                -           -
                                     ------------   ------------     ------------  ----------
Total                                $    562,213   $    274,969     $  1,370,238  $  402,203
                                     ============   ============     ============  ==========

                                     $    562,213   $    280,315     $  1,370,238  $  452,473
                                     ============   ============     ============  ==========
</TABLE>


The following is long-lived asset information by geographic area as of December
31, 2002:

United States                                        $         -
Europe                                                   376,491
                                                     -----------
                                                     $   376,491
                                                     ===========

13.  Going Concern

The Company has  incurred  substantial  net losses  since  inception,  and as of
December 31, 2002  maintained  a working  capital and  shareholders'  deficit of
$(1,021,356) and $(644,864),  respectively,  raising substantial doubt about the
Company's ability to continue as a going concern. The Company has reassessed its
operations  and business  structure  and has  implemented  a complete  corporate
reorganization plan.

The plan  includes  the ceasing of direct  sales and  marketing  of the Remedent
Toothbrush, and acquisition of and expansion into diversified business ventures.

On July 1, 2001,  the Company  began  developing,  manufacturing,  marketing and
distributing   high-technology  dental  equipment.  The  Company  retained  nine
additional  personnel,  two engineers  and seven  operations  and finance,  with
strong backgrounds in the business of high-technology dental equipment, and will
market dental curing and whitening  lamps,  intraoral  cameras and digital X-ray
systems.  The Company  previewed its first offering within this market at dental
shows around the world in October 2001, and initiated shipments of initial units
during the first quarter of 2002. Additionally, on January 15, 2002, the Company
acquired a dental  employee  outsourcing  firm in Belgium,  specializing  in the
placement of Belgium dentists into the Dutch dental market.

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



                                       12
<PAGE>

Upon the completion of its  reorganization  plan, the Company's  objective is to
become a leading developer and manufacturer of high-technology  dental equipment
and  operator of employee  leasing  firms,  capitalizing  on the  synergies  and
marketing inroads each division provides.

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





                                       13
<PAGE>

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

The discussion and financial  statements contained herein are as of December 31,
2002 and for the three and nine months  ended  December  31, 2002 and 2001.  The
following discussion regarding the financial statements of the Company should be
read in  conjunction  with the  financial  statements  of the  Company  included
herewith.

Critical Accounting Policies

Application of our accounting policies requires management to make judgments and
estimates about the amounts  reflected in the financial  statements.  Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the  assumptions  and estimates.  Estimates are used for, but not limited to,
the accounting for the allowance for doubtful  accounts,  inventory  allowances,
restructuring  costs,  impairment costs,  depreciation and  amortization,  sales
discounts and returns,  warranty costs, taxes and contingencies.  Management has
identified the following  accounting policies as critical to an understanding of
our  financial  statements  and/or  as  areas  most  dependent  on  management's
judgement and estimates.

Revenue Recognition

We  generally  recognize  revenue  when  persuasive  evidence of an  arrangement
exists,  delivery has occurred, the price is fixed or readily determinable,  and
collectibility  is  probable.  Sales  are  recorded  net of  sales  returns  and
discounts. We recognize revenue in accordance with Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements."

Impairment of Long-Lived Assets

We  continually  review the  recoverability  of the carrying value of long-lived
assets using the  methodology  prescribed  in Statement of Financial  Accounting
Standards (SFAS) 144,  "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related  intangible assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of such assets may not be  recoverable.  Upon such an occurrence,
recoverability  of these  assets  is  determined  by  comparing  the  forecasted
undiscounted net cash flows to which the assets relate,  to the carrying amount.
If the asset is  determined  to be unable to recover its  carrying  value,  then
intangible  assets,  if any,  are  written  down  first,  followed  by the other
long-lived  assets to fair value.  Fair value is determined  based on discounted
cash flows, appraised values or management's estimates,  depending on the nature
of the assets.

Deferred Tax Asset Valuation Allowance

We record a deferred  tax asset in  jurisdictions  where we  generate a loss for
income tax purposes. Due to our short operating history, we have recorded a full
valuation  allowance  against these deferred tax assets in accordance  with SFAS
109,  "Accounting  for Income Taxes,"  because,  in management's  judgment,  the
deferred tax assets may not be realized in the foreseeable future.

Inventories

Our inventories are stated at the lower of cost (first-in,  first-out method) or
market.  Slow  moving and  obsolete  inventory  are written  off  quarterly.  To
calculate the write-off amount,  we compare the current on-hand  quantities with
both the  projected  usages for a two-year  period and the actual usage over the
past 12 months.  On-hand  quantities greater than projected usage are calculated
at the standard unit cost. The engineering and purchasing departments review the
initial  list of  slow-moving  and  obsolete  items to identify  items that have
alternative uses in new or existing products. These items are then excluded from
the analysis. The remaining amount of slow-moving and obsolete inventory is then
written off. Additionally,  non-cancelable open purchase orders for parts we are
obligated to purchase  where  demand has been reduced may be reserved.  Reserves
for open purchase orders where the market price is lower than the purchase order
price are also established.




                                       14
<PAGE>



Accounts Receivable and Allowance for Doubtful Accounts

The Allowance for Doubtful  Accounts is  established  by analyzing  each account
that has a balance over 90 days past due. Each account is individually  assigned
a probability of collection.  The total amount determined to be uncollectible in
the  90-days-past-due  category is then reserved  fully.  The percentage of this
reserve to the  90-days-past-due  total is then  established  as a guideline and
applied to the rest of the non-current  accounts receivable balance.  When other
circumstances  suggest  that  a  receivable  may  not  be  collectible,   it  is
immediately   reserved  for,   even  if  the   receivable  is  not  yet  in  the
90-days-past-due category.

Overview

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

Nine Months Ended  December  31, 2002 as Compared to Nine Months Ended  December
31, 2001

For the nine months ended December 31, 2002, net sales were $1,370,238  compared
to $452,473 in 2001,  an increase of $917,765 or 203%.  The  increase was due to
the  commencement  of dental  equipment  sales in our Remedent N.V.  subsidiary,
partially offset by the complete termination of oral hygiene product sales as of
December  31,  2001.  As the  Company  has  initiated  its  presence  within the
professional  dental equipment  market,  our Remedent N.V.  subsidiary has begun
sales of our initial  technology,  a high-speed  dental curing light, as well as
after-market products, including accessories and repair services.

Cost of goods sold for the nine  months  ended  December  31, 2002 and 2001 were
$758,291 and $253,372, respectively, which represents an increase of $504,919 or
199%. This  represents a corresponding  increase to the increase in sales during
the current fiscal period.

Gross profit for the nine months  ended  December 31, 2002 and 2001 was $611,947
and $199,101,  respectively,  which  represents an increase of $412,846 or 207%.
Gross  profit as a  percentage  of sales  increased  to 45% for the period ended
December 31, 2002,  compared to 44% for the comparable period ended December 31,
2001. The increase is the result of our shift to the higher-margin  professional
dental equipment market during the current fiscal period. There were no sales of
these products during the nine months ended December 31, 2001.

Research and  development  expenses for the nine months ended  December 31, 2002
and 2001 were $97,369 and $167,348, respectively, which represents a decrease of
$69,979 or 42%, due  primarily to the research and  development  costs  incurred
during the start-up  phase of the  Company's  high-technology  dental  equipment
segment.  These  expenditures,  which  were  substantially  incurred  during the
quarter ended December 31, 2001,  relate primarily to the labor and materials to
conduct  testing and apply for FDA approval for our new curing light  technology
which will allow us to market  this  technology  within  the United  States,  in
addition to the  development  of our new  intraoral  cameras.  We submitted  our
application for FDA approval on our dental curing light (a 510(k) submission) on
July 11,  2002 and  approval  was  received  January 9, 2003.  We expect we will
continue to invest in research and development, and anticipate significant costs
in the near future as we continue to develop  products for the dental  equipment
markets.

Sales and marketing  costs for the nine months ended  December 31, 2002 and 2001
were $50,631 and $31,800, respectively,  which represents an increase of $18,831
or 59%.  However,  as a  percentage  of net  sales,  sales and  marketing  costs
decreased to 4% for the nine months ended December 31, 2002 from 7% for the nine
months  ended  December  31,  2001.  The  reduction  is a result of the shift in
business focus from the retail selling of oral hygiene products to the wholesale
selling of professional  dental products.  In connection with our reorganization
plan  implemented  during the previous  fiscal  year,  we began  downsizing  the
marketing-intensive retail selling of oral hygiene products, and formally ceased
these  operations on December 31, 2001, and reached an agreement for the sale of
the  business  in March  2002.  We have  shifted  into the  professional  dental
equipment market,  whereby we focus on the less  capital-intensive sale of units
to large  distributors.  This  marketing  and  distribution  method  allows  for
significantly less marketing and provides more predictable revenue flow.



                                       15
<PAGE>

General and administrative costs for the nine months ended December 31, 2002 and
2001 were $950,377 and $1,181,394  respectively,  a decrease of $231,017 or 20%.
This decrease is due to the cost  reductions  and  eliminations  implemented  in
connection with the reorganization plan.

Net interest expense  decreased by $28,147 during the nine months ended December
31, 2002 over the  comparable  period ended  December 31, 2001.  The decrease in
interest expense was largely attributable to a non-recurring interest accrual to
a lender during the nine months ended December 31, 2001.

Three Months Ended  December 31, 2002 as Compared to Three Months Ended December
31, 2001

For the three months ended December 31, 2002,  net sales were $562,213  compared
to $280,315 in 2001,  an increase of $281,898 or 101%.  The  increase was due to
the commencement of dental equipment sales in our European subsidiary, partially
offset by the complete  termination of oral hygiene product sales as of December
31, 2001.

Cost of goods sold for the three  months  ended  December 31, 2002 and 2001 were
$315,511 and $152,167, respectively, which represents an increase of $163,344 or
107%. This  represents a corresponding  increase to the increase in sales during
the current fiscal quarter.

Gross profit for the three months ended  December 31, 2002 and 2001 was $246,702
and  $128,148,  respectively,  which  represents an increase of $118,554 or 93%.
Gross  profit as a  percentage  of sales  decreased  to 44% for the period ended
December 31, 2002, as compared to 46% for the  comparable  period ended December
31,  2001.  The  decrease  is  the  result  of a new  quantity  discount  policy
implemented at the end of 2002.

Research and  development  expenses for the three months ended December 31, 2002
and 2001 were $24,005 and $32,885, respectively,  which represents a decrease of
$8,880 or 27%, due  primarily to the research  and  development  costs  incurred
during the start-up  phase of the  Company's  high-technology  dental  equipment
segment.  These  expenditures,  which  were  substantially  incurred  during the
quarter ended December 31, 2001,  relate primarily to the labor and materials to
conduct  testing and apply for FDA approval for our new curing light  technology
which will allow us to market  this  technology  within  the United  States,  in
addition to the  development  of our new  intraoral  cameras.  We submitted  our
application for FDA approval on our dental curing light (a 510(k) submission) on
July 11,  2002 and  approval  was  received  January 9, 2003.  We expect we will
continue to invest in research and development, and anticipate significant costs
in the near future as we continue to develop  products for the dental  equipment
markets.

Sales and marketing  costs for the three months ended December 31, 2002 and 2001
were $21,116 and $20,609, respectively,  which represents an increase of $507 or
2%. As a percentage of net sales,  sales and marketing costs decreased to 4% for
the three  months  ended  December  31, 2002 from 7% for the three  months ended
December 31, 2001. The reduction is a result of the shift in business focus from
the  retail  selling  of oral  hygiene  products  to the  wholesale  selling  of
professional dental products.

General and  administrative  costs for the three months ended  December 31, 2002
and 2001 were $308,401 and $495,480 respectively, a decrease of $187,079 or 38%.
This decrease is due to the cost  reductions  and  eliminations  implemented  in
connection with the reorganization plan.

Net interest expense decreased by $19,935 during the three months ended December
31, 2002 over the  comparable  period ended  December 31, 2001.  The decrease in
interest expense was largely attributable to a non-recurring interest accrual to
a lender during the nine months ended December 31, 2001.

Liquidity and Capital Resources

On December 31, 2002,  our current  liabilities  exceeded our current  assets by
$1,021,356.  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.  In addition,  cash flow and liquidity is
contingent upon the success of our restructuring plan. The inability to continue
to develop  and market  high-technology  dental  equipment  or operate our newly
acquired dental  outsourcing  business will force us to raise additional capital
to support operations by selling equity securities or incurring additional debt.



                                       16
<PAGE>

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 launches. As a result, we have financed our working capital requirements
principally through loans and the private placement of our common stock.

During the nine months ended December 31, 2002, we received  advances of $68,732
from officers and directors in the form of working  capital  loans.  These loans
bear no interest and are due upon  demand.  We repaid  $5,952 of these  advances
with cash.  Additionally,  for cash conservation purposes we settled $212,184 in
accrued expenses,  notes payable and accounts payable indebtedness,  through the
issuance of 2,572,916 shares of common stock.

In  February  2002,  we  entered  into a line of credit  facility  with the Bank
Brussels Lambert ("BBL") consisting of an accounts receivable factoring line for
(euro)991,000  and a general  line of credit for  (euro)250,000  ($1,287,786  at
December 31,  2002).  As of December 31, 2002,  we had drawn  $270,372 from this
facility.

In September  2001, we received  $120,000 in the form of working  capital loans,
$20,000 to mature in November  2001 and  $100,000  to mature in  December  2001.
Through May 2002, we had made $22,222 in principal payments on the $100,000 loan
and agreed to repayment  of the balance  with the issuance of 972,225  shares of
common  stock.  Additionally,  in May 2002,  we agreed to the  repayment  of the
$20,000 loan with the issuance of 375,000 shares of common stock.

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of Arizona.  We drew 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%
(4.25% at December 31, 2002), monthly payments of $1,099, and a maturity date of
April 26, 2005.  Monthly  payments  include  payments towards both principal and
interest.

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
37.5% of the average trading price 30 days prior to maturity.

We expect to continue to experience  negative cash flow through at least the end
of 2003,  and may  continue to do so  thereafter  while we fully  implement  our
restructuring plan. Unless we are able to generate sufficient revenue or acquire
additional debt or equity  financing to cover our present and ongoing  operation
costs and  liabilities,  we may not be able to continue as a going concern.  Our
auditors note that we have sustained  substantial net losses since our inception
in  September  1996.  In addition,  as of December  31,  2002,  we had a working
capital deficit totaling $1,021,356 and a shareholders deficit of $644,864.

Frequently we have been unable to make timely  payments to our trade and service
vendors.  As of December  31,  2002,  we had past due  payables in the amount of
approximately $249,613. Deferred payment terms have been negotiated with most of
the vendors,  which has allowed us to continue to make  shipments on time and no
orders have been cancelled to date.

For the nine  months  ended  December  31,  2002  and  2001,  net cash  used for
operating activities was $571,951 and $561,731, respectively. As of December 31,
2002,  we had a working  capital  deficiency  of  $1,021,356,  as  compared to a
working  capital  deficiency of  $1,577,721  at December 31, 2001.  Our business
operations will require substantial capital financing on a continuing basis.

We have taken several actions,  which we believe will improve our short-term and
long-term  liquidity  and  cash  flow.  For the  short  term,  we have  improved
liquidity and cash flow by negotiating  extended  payment terms with vendors and
converting  various  obligations  into common stock.  For the long term, we have
negotiated  for  the  sale  of the  oral  hygiene  division,  with  its  related
liabilities,  and  restructured  the business to lower  overhead  and  eliminate
indirect manufacturing costs.

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


                                       17
<PAGE>

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.

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


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

Quarterly Trends

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


ITEM 3.  CONTROLS AND PROCEDURES.

Our Chief  Executive  Officer,  President,  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 within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required  evaluation.  There have been no significant
changes in internal controls or in other factors that could significantly affect
internal  controls  subsequent  to the date of their  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.





                                       18
<PAGE>
                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities and Use of Proceeds.

On October  1, 2002,  the  Company  completed  a $27,500  private  placement  to
accredited  investors  only,  selling an aggregate  of 343,750  shares of common
stock at $0.08 a share,  and warrants to purchase  68,750 shares of common stock
at an exercise price of $0.50 per share for 5 years. These issuances were exempt
from the  registration  provisions of the  Securities Act of 1933 (the "Act") by
virtue of Section 4(2) of the Act, as  transactions  by an issuer not  involving
any public offering.

On December 2, 2002, the Company entered into a Release and Settlement Agreement
to settle a dispute regarding the repayment of a working capital loan. On May 1,
2002, the Company had negotiated for the full repayment of the remaining balance
of the $100,000  working capital loan, with the issuance of 1,400,000  shares of
common stock and agreed to the full  repayment  of the  interest  portion of the
loan with the issuance of 650,000 shares of common stock.  The Company issued an
additional  100,000 shares of common stock and 250,000  warrants  exercisable at
$0.10  for a ten  year  period  to  purchase  common  stock in the  Release  and
Settlement  Agreement.   These  issuances  were  exempt  from  the  registration
provisions of the Act by virtue of Section 4(2) of the Act, as  transactions  by
an issuer not involving any public offering.

On December 31,  2002,  the  Company's  Remedent NV  subsidiary  entered into an
agreement with Lausha NV, a Belgium based company owned by the Chairman and also
with Robin List, the Company's President and Chief Operating Officer.  Under the
agreement, Remedent NV issued the following shares of common stock:

         a) 7,171 shares of Remedent NV common stock to Lausha NV in exchange
         for extinguishment of a (euro)285,000 (US$305,000) note payable; and

         b) 2,145 shares of Remedent NV common stock to Robin List in exchange
         for extinguishment of a (euro)25,000 (US$27,000) note payable.

These  issuances  were exempt  from the  registration  provisions  of the Act by
virtue of Section 4(2) of the Act, as  transactions  by an issuer not  involving
any public offering.

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

     10.1 Release and Settlement Agreement, dated December 2, 2002



                                       19
<PAGE>

     10.2 Agreement between Remedent NV, Lausha NV, and Robin List, for issuance
          of shares and extinguishment of notes, dated December 31, 2002

     99.1 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

     99.2 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

2. Reports on Form 8-K: None.




                                       20
<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.
<TABLE>
<CAPTION>

                                                      REMEDENT USA, INC.


<S>                                                  <C>
Dated: February 18, 2003                               /s/ Robin List
                                                     -----------------------------------------------------
                                                     By:      Robin List
                                                     Its:     Chief Executive Officer (Principal Executive Officer)

Dated: February 18, 2003                               /s/ Stephen F. Ross
                                                     -----------------------------------------------------
                                                     By:      Stephen F. Ross
                                                     Its:     Chief  Financial  Officer  (Principal  Financial  Officer and
                                                              Principal Accounting Officer)
</TABLE>



                                       22
<PAGE>



                    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

     In  connection  with the  Quarterly  Report  of  Remedent  USA,  Inc.  (the
"Company") on Form 10-QSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Robin List, Chief Executive Officer of the Company,  certify,  pursuant to Rules
13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted pursuant to
ss.302 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the Report;

     (2)  Based  upon my  knowledge,  the  Report  does not  contain  any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances under which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information  included in the Report,  fairly  present in all  material
          respects the  financial  condition  and results of  operations  of the
          Company, as of, and for, the periods presented in the Report;

     (4)  I and the other certifying officers of the Company:

          a.   are  responsible  for  establishing  and  maintaining  disclosure
               controls and procedures for the Company;
          b.   have designed such  disclosure  controls and procedures to ensure
               that  material  information  is made  known  to us,  particularly
               during the period in which the Report is being prepared;
          c.   have  evaluated the  effectiveness  of the  Company's  disclosure
               controls and procedures within 90 days of the date of the Report;
               and
          d.   have   presented  in  the  Report  our   conclusions   about  the
               effectiveness of the disclosure  controls and procedures based on
               the required evaluation.

     (5)  I and the other  certifying  officers have  disclosed to the Company's
          auditors  and to the audit  committee  of the board of  directors  (or
          persons fulfilling the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  (a  pre-existing  term  relating  to internal
               controls  regarding  financial  reporting)  which could adversely
               affect the Company's  ability to record,  process,  summarize and
               report  financial  data and  have  identified  for the  Company's
               auditors any material weaknesses in internal controls; and
          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls.

     (6)  I and the other  certifying  officers  have  indicated  in the  Report
          whether or not there were significant  changes in internal controls or
          in other factors that could  significantly  affect  internal  controls
          subsequent to the date of their  evaluation,  including any corrective
          actions  with  regard  to   significant   deficiencies   and  material
          weaknesses.


  /s/ Robin List
--------------------------
Robin List,
Chief Executive Officer
February 18, 2003



                                       23
<PAGE>

                    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

     In  connection  with the  Quarterly  Report  of  Remedent  USA,  Inc.  (the
"Company") on Form 10-QSB for the period ending  December 31, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Stephen F. Ross, Chief Financial  Officer of the Company,  certify,  pursuant to
Rules  13a-14  and 15-d14 of the  Securities  Exchange  Act of 1934,  as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the Report;

     (2)  Based  upon my  knowledge,  the  Report  does not  contain  any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances under which such statements were made, not misleading;

     (3)  Based upon my knowledge, the financial statements, and other financial
          information  included in the Report,  fairly  present in all  material
          respects the  financial  condition  and results of  operations  of the
          Company, as of, and for, the periods presented in the Report;

     (4)  I and the other certifying officers of the Company:

          a.   are  responsible  for  establishing  and  maintaining  disclosure
               controls and procedures for the Company;
          b.   have designed such  disclosure  controls and procedures to ensure
               that  material  information  is made  known  to us,  particularly
               during the period in which the Report is being prepared;
          c.   have  evaluated the  effectiveness  of the  Company's  disclosure
               controls and procedures within 90 days of the date of the Report;
               and
          d.   have   presented  in  the  Report  our   conclusions   about  the
               effectiveness of the disclosure  controls and procedures based on
               the required evaluation.

     (5)  I and the other  certifying  officers have  disclosed to the Company's
          auditors  and to the audit  committee  of the board of  directors  (or
          persons fulfilling the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  (a  pre-existing  term  relating  to internal
               controls  regarding  financial  reporting)  which could adversely
               affect the Company's  ability to record,  process,  summarize and
               report  financial  data and  have  identified  for the  Company's
               auditors any material weaknesses in internal controls; and
          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls.

     (6)  I and the other  certifying  officers  have  indicated  in the  Report
          whether or not there were significant  changes in internal controls or
          in other factors that could  significantly  affect  internal  controls
          subsequent to the date of their  evaluation,  including any corrective
          actions  with  regard  to   significant   deficiencies   and  material
          weaknesses.


 /s/ Stephen F. Ross
------------------------------------
Stephen F. Ross,
Chief Financial Officer
February 18, 2003



                                       24
<PAGE>