SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB


[X]      Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the Quarterly Period ended DECEMBER 31, 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
-------------------------------------------------          (I.R.S. Employer
        (State or other jurisdiction of                  Identification No.)
        incorporation or organization.)


     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 12-31-00 : 13,002,118 shares

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


<PAGE>

                                                                   Form 10-QSB
                                                            Remedent USA, Inc.
                                                             December 31, 2000
                                                                        Page 2

                               REMEDENT USA, INC.
                             CONDENSED, CONSOLIDATED
                                  BALANCE SHEET
                                   (Unaudited)

      ASSETS

                                                   December 31,      March 31,
                                                       2000            2000
                                                   ----------------------------

      CURRENT ASSETS
         Cash and cash equivalents                    $ 2,811        $ 8,125
         Accounts receivable, net                       9,133         40,897
         Due from related parties                      46,000         16,919
         Inventories, net                             115,491        153,712
         Prepaid expenses                                 746            536
         -------------------------------------------------------------------
            TOTAL CURRENT ASSETS                      174,181        220,189

      Property and Equipment, net                      23,520         31,795

      OTHER ASSETS
         Patents, net of accumulated amortization      27,151         28,274
         Other assets                                   7,782          4,782
         --------------------------------------------------------------------
            TOTAL OTHER ASSETS                         34,933         33,056

         --------------------------------------------------------------------
              TOTAL ASSETS                          $ 232,634      $ 285,040
         ====================================================================



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





LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                     December 31,     March 31,
                                                         2000            2000
                                                    ----------------------------
      CURRENT LIABILITIES
         Accounts payable                              $ 445,468     $ 396,208
         Notes payable-related parties                   168,162        37,096
         Accrued salaries - officers                     159,472        85,567
         Accrued liabilities                             168,659       154,110
         Customer Deposits                                     0         8,892
         Royalty payable                                  47,129        40,754
         Current portion capital lease                       604         1,629
         Note payable-Union Bank                          45,034        50,000
         ----------------------------------------------------------------------
            Total current liabilities                  1,034,528       774,256

      Long Term Liabilities and Capital Leases, net
         of current portion                                     0             0
      -------------------------------------------------------------------------
           TOTAL LIABILITIES                           1,034,528       774,256

      Stockholders' Equity (Deficit)
         Common stock                                     12,998        12,685
         Additional paid in capital                    1,647,709     1,446,018
         Prepaid services for stock                            0       (12,983)
         Accumulated deficit                          (2,462,600)   (1,934,936)
         ----------------------------------------------------------------------
           Total stockholders' equity (deficit)         (801,893)     (489,216)
         ----------------------------------------------------------------------
              Total Liabilities and Stockholders'
                 Equity (Deficit)                     $  232,634     $ 285,040
         ======================================================================

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

                               Remedent USA, Inc.
                       Statement of Operations (Unaudited)

                                                           Three months                      Nine months
                                                              ending                            ending
                                                           December 31,                      December 31,
                                                 -------------------------------------------------------------------
                                                       2000             1999             2000            1999
                                                 -------------------------------------------------------------------
<S>                                                   <C>              <C>              <C>              <C>
      Revenues
           Sales                                        $ 139,349        $ 113,786        $ 381,663        $402,790
           ---------------------------------------------------------------------------------------------------------
              Total Revenue                               139,349          113,786          381,663         402,790

      Cost of Goods Sold                                   45,847           39,229          122,130         138,049

           ---------------------------------------------------------------------------------------------------------
              Gross profit                                 93,502           74,557          259,533         264,741

      Operating Expenses
           Research and development                        15,075           15,685           45,320          44,396
           Sales and marketing                            150,482          261,405          396,941         496,687
           General and administrative                      65,878          105,961          194,680         287,836
           Depreciation and amortization                    3,329            2,736            9,986           8,208
           ---------------------------------------------------------------------------------------------------------
              Total operating expenses                    234,764          385,787          646,627         837,127

           ---------------------------------------------------------------------------------------------------------
                Net (loss) from operations               (141,262)        (311,230)        (387,394)       (572,386)

      Other Income (Expenses)
           Interest income                                     31               68              168             277
           Interest expense                               (18,635)          (1,830)        (140,216)         (4,873)
           Other income/expense                             2,866           (1,962)            (222)         (4,291)
           ---------------------------------------------------------------------------------------------------------
              Total other income (expenses)               (15,738)          (3,724)        (140,270)         (8,887)

           ---------------------------------------------------------------------------------------------------------
           Net (loss) before taxes                       (157,000)        (314,954)        (527,664)       (581,273)

      State Income Taxes                                        0                0                0               0

           ---------------------------------------------------------------------------------------------------------
                Net (loss)                             $ (157,000)       $(314,954)       $(527,664)      $(581,273)
           ========================================================================---------------------------------

           (Loss) per share                                 (0.03)           (0.02)           (0.04)          (0.02)

           Weighted average shares outstanding         12,989,470       12,685,303       12,993,732      12,561,603
</TABLE>

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

<PAGE>

                               Remedent USA, Inc.
                       Statement of Cash Flows (Unaudited)
                         Nine Months Ended December 31,

                                                      2000          1999
                                                    ----------------------------
Cash Flows From Operating Activities
     Net loss                                        $ (527,664)   $   (581,273)

     Adjustments  to  reconcile  net income to
     net cash  provided  by  operating activities:
         Depreciation and amortization                    9,908           8,208
         Stock for services                              13,483         108,923
         Beneficial Conversion Feature                  113,200
         Changes in:
           Accounts receivable                           31,764          (3,801)
           Inventory                                     38,221          11,239
           Prepaid expenses                                (210)            638
           Accounts payable                             137,563         307,552
           Accrued liabilities                           88,454          90,840
           Customer deposits                             (8,892)              0
           Royalties payable                              6,375          13,552
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities                   (97,798)        (44,762)

Cash Flows from Investing Activities
         Patents                                           (510)           (599)
         Equipment                                                      (16,552)
         Deposits                                        (3,000)         (4,104)
         Notes to related parties                       (29,081)         (4,556)
--------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities        (32,591)        (25,811)

Cash Flows from Financing Activities
         Lease payments                                  (1,025)         (1,504)
         Proceeds of notes and debenture                131,066          20,306
         Officer loans (repayments)                           0         (17,904)
         Note payments                                   (4,966)              0
--------------------------------------------------------------------------------
Net Cash Provided by Financing Activities               125,075             898

         Net Increase in Cash                            (5,314)        (69,675)

     Cash, beginning of the year                          8,125          89,382
--------------------------------------------------------------------------------
     Cash, December 31                                    2,811      $   19,707
================================================================================

Supplemental Non Cash Investing and Financing Activities:

         The Company  issued 12,648 shares of stock in lieu of paying an account
         payable for $9,000.00  from October 1, 2000 through  December 31, 2000.
         See previous 10Q's for prior exchanges.

Supplemental Information:
         Interest paid                                  $ 1,990          $   -
         Taxes paid                                     $   -            $   -

               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    A/P
                                                                 Paid-in               Accumulated
Date              Description          Shares      Dollars       Capital                 Deficit         Total
--------------------------------------------------------------------------------------------------------------------
<S>               <C>                 <C>            <C>          <C>          <C>      <C>           <C>
--------------------------------------------------------------------------------------------------------------------
Sept. 30, 2000    Balance             12,989,470     $ 12,989     $1,628,719   $(0)     $(2,305,602)    $ (663,894)
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Oct. 1, 2000      Debenture                                        $  10,000                              $  10,000
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Dec. 1, 2000      Shares for Services     12,648       $    9      $   8,991                             $    9,000
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Dec. 31,          Net Loss                                                               $ (157,000)   $  (157,000)
2000
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Dec. 31, 2000     Balance             13,002,118     $ 12,998     $1,647,710   $(0)     $(2,462,602)    $ (801,894)
--------------------------------------------------------------------------------------------------------------------

</TABLE>


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



                                                                Form 10-QSB
                                                         Remedent USA, Inc.
                                                          December 31, 2000

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------------------------------------

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-SBA-A4 Filed February 20, 2001

B.  Management's Representation

The  consolidated  balance  sheet as of December  31, 2000 and the  consolidated
statement  of  operations  for the three  month  and  nine-month  periods  ended
December 31, 2000 and December 31, 1999 and the  statement of cash flows for the
nine-month  periods  ended  December 31, 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 December 31, 2000 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  December 31, 2000 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 December 31, 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 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, 2000         31, 2000
                                             ----------         --------
         Inventory-Supplies                  $  32,564         $  34,751
         Displays and Raw Materials          $  53,810         $  61,970
         Finished Goods                      $  29,117         $  56,991
                                             ---------         ---------
         Total                               $115,491           $153,712

5.            Patents

Patent costs are  amortized  using  straight-line  method over 15 years.  Patent
values and accumulated amortization are listed below as follows:

                                              December            March
                                               30, 2000         31, 2000
                                             ----------         --------
         Patent                              $  34,786         $  34,199
         Accumulated amortization            $   7,635         $   5,925
                                             ----------        ----------
         Patents, net                        $  27,151         $  28,274

6.       Property and Equipment

Property and equipment are summarized as follows:

                                             September          March
                                              30, 2000         31, 2000
                                            ----------         --------
Machinery and equipment                     $  50,435         $  50,436
Furniture and fixtures                      $   7,596         $   7,596
Leasehold improvements                      $     779         $     779

Less accumulated depreciation               $ (35,290)        $( 27,015)
                                            ---------         ---------
Property and equipment, net                 $  23,520         $  31,796

7.            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.

8.       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.

9.       Going Concern

The  Company  has  sustained  substantial  net  losses  since its  inception  in
September  1996. In addition,  as of December 31, 2000 the Company had a working
capital deficit totaling $860,347 and a shareholders deficit of $801,893.  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 and completion of the Company's  marketing
plan.

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 $10,000 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.

10.  Other Information

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. For the nine month period
ending December 31, 2000,  international  promotional discounts totaled $151,363
and all other discounts totaled $40,611 compared to the nine month period ending
December 31, 1999 where  international  discounts  totaled $29,011 and all other
discounts  totaled  $47,732.  These  discounts  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.  It is  understood  that  all
promotional  discounts for international sales, dental and other will need to be
subtracted from revenue and sales and marketing for all comparable periods after
April 1, 2001.



<PAGE>


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

OVERVIEW

         Other than $10,000 raised through a convertible debenture, our plans to
raise additional  capital have not materialized and our ability to continue as a
going concern is in further jeopardy.  Net sales increased $25,563 for the three
months ending December 31, 2000 when compared to the three months ended December
31, 1999,  and decreased  $21,127 the nine months ending  December 31, 2000 when
compared  to  the  nine  months  ended   December  31,  1999.   Net  sales  were
approximately $12,466 for the month of December 2000.

         Total assets  decreased by $52,406 from  $285,040 at fiscal year ending
March 31, 2000 to $232,634 in December 31,  2000.  Accounts  receivable  totaled
$9,133 on  December  31, 2000  primarily  due to lack of sales and the fact that
international sales are conducted on a cash basis only. Amounts due from related
parties  increased  $29,081 over a nine month period from $16,919 at fiscal year
ending March 31, 2000 to $46,000 for  December  31, 2000.  The increase in notes
from related parties are loans to two officers.

         It is  crucial  for the  success  of this  company  to accrue the major
portion of  management  salaries  instead of  depleting  company  cash for these
expenses.  Upon  occasion,  it is  necessary  for the  company to issue funds to
officers for minimal  amounts for living  expenses.  As much as the Company does
not want to issue  funds for  unnecessary  expenses,  the  amounts are issued to
officers as loans, in lieu of salary as a necessity of sustenance of management.
These loans amount to less than normal salaries.  When the Company can afford to
pay for accrued  salaries,  these loans will be paid in full. As of December 31,
2000,  the loan amounts were $22,031 for Rebecca  Inzunza and $23,969 for Robert
Hegemann.

         Inventory  decreased $38,221 or 25% from $153,712 at fiscal year ending
March 31, 2000 to $115,491 on December  31, 2000,  due to minimal  sales and the
continual replenishing of blister packaging only on an as needed basis.

         Total  liabilities   increased  $260,272,   or  34  %,  when  comparing
$1,034,528  at December  31,  2000 to  $774,256 at fiscal year ending  March 31,
2000.  Accounts  payable  increased  $49,260 from $396,208 at fiscal year ending
March 31,  2000 to $445,468 on December  31,  2000.  This is due to  advertising
expenses.

         From March 31, 2000 accrued  liabilities  increased by $14,549 or 9% to
$168,659 for the nine month period ending  December 31, 2000. This amount breaks
down as follows: 30% for outside services,  59.5% for accrued employee salaries,
and 10% in accrued interest on salaries. The increase is due to accrued employee
salaries and accrued interest.

         Notes  payable  to related  parties  increased  $131,066  or 353% which
breaks down as follows:  83.6% for  convertible  debentures and 11.2% for credit
card charges in the name of R. Inzunza and 5% for a non-interest bearing note to
an investor.  The interest is due to the  Convertible  debentures and charges on
officer's credit cards.

         Accrued  salaries  officers  increased  $73,905 or 86%.  The  principal
amount of our loan with  Union  Bank loan has  decreased  by  $4,966.  Royalties
payable  increased $6,375 or 16 %, for the nine month period ending December 31,
2000.

         As of December 21, 2000, we are continuing to aggressively work towards
an  alternative   marketing  plan  that  would  involve  turning  marketing  and
distribution in its entirety over to a  well-established  oral care distributing
company. Two candidates have been identified.  We are currently negotiating with
one such  company,  Breath  Asure,  Inc. If we are  successful  in completing an
agreement with Breath Asure or a similar company, advertising and all other such
expenses would no longer be a burden on us and other operating expenses would be
significantly  reduced as well since the new  distributing  company would handle
all marketing,  distribution  and fulfillment  activities.  However,  until such
alternative  plan is finalized,  our current  marketing  plan is effective  but,
temporarily curtailed until we can raise sufficient capital to support it.


RESULTS OF OPERATIONS

         THREE  MONTHS  ENDED  DECEMBER 31, 2000 AS COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 1999

         Net Sales.  Our net sales for the three months ended  December 31, 2000
totaled  $139,349,  compared to $113,786 for the three months ended December 31,
1999,  reflecting  an increase of $25,563 or 22%.  Our sales  increase  occurred
because of two international orders.  Absent substantial  additional funding, we
expect  that our  sales  will  begin to  decline  as we  deplete  our  remaining
inventories.  For the three month period ending December 31, 1999, international
sales  totaled  $36,435  with  $20,445 or 56% applied to  promotional  discounts
compared to the three month  period  ending  December 31,  2000,  which  totaled
$107,443 in  international  sales with  promotional  discounts of $65,216 or 55%
applied.

         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 ending  December 31, 2000 totaled  $75,813,  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.

         Cost of goods sold.  Cost of goods sold during the three  months  ended
December 31, 2000 totaled $45,847 or 33% of net sales, reflecting an increase of
$6,618 or 17% over the  comparable  three months ending  December 31, 1999.  Our
cost of goods increase is directly  related to the increase in sales.  Our gross
margin was 67% for the three  months  ended  December  31, 2000  compared to our
gross margin of 66% for the three months ended December 31, 1999.

         Operating  expenses.  Our sales and  marketing  expenses  decreased  to
$150,482  during the three months ended  December 31, 2000  compared to $261,405
for the  three  months  ending  December  31,  1999.  These  decreased  expenses
breakdown as follows: 48.4% for advertising, 50.3% for promotional discounts and
1% for freight.  As a percentage of net sales,  sales and marketing expenses are
108% for the three months ended  December 31, 2000,  as compared to 230% for the
three months ended December 31, 1999.  The percentage  decrease is primarily due
to a reduction in sales and marketing  expenses,  sales,  and the slowing of the
marketing expansion plan.

         General and administrative  expenses decreased to $65,878 for the three
months ended December 31, 2000 from $105,961 for the three months ended December
31,  1999.  The decrease is primarily  due to a reduction in the  workforce  and
temporarily  curtailing  our  marketing  operations.  These  decreased  expenses
breakdown as follows:  36% for officer's  salaries  which are accrued,  8.6% for
employee salaries, legal 13.5%, postage, telephone and utilities 6%, rent 13.3%,
insurance 4%,  accounting  7%,  royalties 4% and auto 2%. As a percentage of net
sales,  general and administrative  expenses were 47% for the three months ended
December  31, 2000,  as compared to 93% for the three months ended  December 31,
1999. The percentage increase is primarily attributable to a reduction in sales.

         Interest  expense.  Interest  expense was $18,635 for the three  months
ending  December  31,  2000 as  compared  to $1,830 for the three  months  ended
December 31, 1999.  The increase in interest  expense for the three month period
ending December 31, 2000 was related to $10,000 for a one time interest  expense
accrual  associated  with a convertible  debenture,  7% to interest on the Union
Bank loan, 3% on credit cards,  31% of accrual  interest on employee and officer
accrued salaries, and 8% interest on unpaid accounts payable to vendors.

NINE MONTHS  ENDED  DECEMBER  31,  2000 AS  COMPARED  TO THE NINE  MONTHS  ENDED
DECEMBER 31, 1999

         Net sales.  Our net sales  decreased  to  $381,663  for the nine months
ended  December 31, 2000 compared to $402,790 for the nine months ended December
31, 1999, reflecting a decrease of $21,127 or 5%. We expect our sales to decline
without  additional  funding,  as almost all of our  vendors  who  supply  radio
advertising  have ceased all services to us.  Additionally,  we have temporarily
curtailed  marketing  expansion  plans,  which has also caused a decrease in net
sales.  International  sales for the nine month period ending  December 31, 2000
totaled  $257,126  with  promotional  discounts  of  $151,363  or 59% applied as
compared  to  the  nine  month  period  ending   December  31,  1999,  in  which
international  sales  totaled  $54,116  with  promotional  discounts  applied of
$29,011 or 54%.

         Cost of goods sold.  Cost of goods sold  during the nine  months  ended
December 31, 2000 was $122,130 or 32% of net sales,  compared to $138,049 or 34%
over the  comparable  period in 1999.  Our cost of goods  decrease  is  directly
related to the decrease in sales.  Our gross margin was 68% of net sales for the
nine months ended December 31, 2000 as compared to 66% of net sales for the nine
months ended December 31, 1999.

         Operating  expenses.  Our sales and  marketing  expenses  decreased  to
$396,941  during the nine months ended  December 31, 2000 from  $496,687 for the
nine months ended December 31, 1999. The expenses breakdown as follows:  48% for
promotional discounts,  32% for advertising,  5% for promotional literature,  4%
for commissions, 3% for consulting, 2% for tradeshows, and 2% for freight. Sales
and marketing expenses should fall even further during fiscal fourth quarter. As
a percentage of net sales,  sales and marketing  expenses were 104% for the nine
months ended  December  31, 2000,  as compared to 123% for the nine months ended
December 31, 1999. As our sales decline,  we expect that our sales and marketing
expenses will increase as a percentage of our sales.

         General and administrative  expenses decreased to $194,680 for the nine
months ended  December 31, 2000 from $287,836 for the nine months ended December
31, 1999. This decrease is due our efforts to downsize and economize  operations
wherever possible.  The reduction in expenses for the nine months ended December
31, 2000 was  primarily  due to a reduction  in the  workforce  and  temporarily
curtailing our marketing  operations.  These expenses breakdown as follows:  34%
for officer's salaries which are accrued, 14% for employee salaries, rent 13.5%,
legal 9%,  postage,  telephone and utilities  8%,  accounting  4%, auto and bank
charges  4%,  insurance  3.4%,  royalties  3%,  and  outside  services  2%. As a
percentage of sales,  general and administrative  expenses were 51% for the nine
months ended  December  31,  2000,  as compared to 71% for the nine months ended
December  31,  1999.  As our sales  decline,  we  expect  that our  general  and
administrative  expenses  will  increase  as a  percentage  of  our  sales.  The
decreases in officer's  salaries  were due to the  elimination  of the Company's
CFO.  Payroll taxes also  decreased  during the nine-month  period  December 31,
2000.

         During the nine months ended  December  31,  2000,  our lack of working
capital forced us to downsize our operations and reduce the number of employees.
As a result of our  inability  to return to the  Bulletin  Board,  and to obtain
additional  capital,  we believe that our ability to continue as a going concern
is in jeopardy.

         Interest  expense.  Interest  expense was  $140,216 for the nine months
ended  December  31,  2000,  as  compared  to $4,873 for the nine  months  ended
December 31, 1999.  The increase in interest  expense is related  principally to
$113,200  for  the  one  time  interest  expense  accrual  for  the  convertible
debentures  representing  80.7% of the total  interest  expense.  The additional
interest is for interest on officers and employee  accrued  salaries  8.7%,  and
interest on unpaid  accounts  payable to vendors,  6%,  Union Bank 3% and Credit
cards 1%.


LIQUIDTY AND CAPITAL RESOURCES

         Current  situation.  Our ability to  continue as a going  concern is in
jeopardy.  As of December  31,  2000 we had  approximately  $2,800 of cash.  Our
inventory  is low and in need of  replenishing  to fill  orders.  An  increasing
number of creditors have placed us with collection  agencies.  We are not paying
vendors timely and virtually all vendors have placed us on credit hold until the
Company has paid them in full. In addition,  because we are unable to timely pay
our  creditors,  we face a  possibility  of lawsuits and other  threats of legal
action  seeking  payment.  As of the filing of the  document we have avoided all
legal action.

         We  historically  financed our operations  primarily  through sales and
loans.  Primary uses of cash have been to fund our  operation to date. If we are
successful in achieving  revenue  growth,  our working  capital  requirement  is
likely to increase.  However,  more recently,  we have been unable to raise cash
through any source.

         During the nine month period  ending  December  31,  2000,  the Company
borrowed  $113,200  from  various   shareholders  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 $113,200
as part  of the  conversion  feature  of the  debenture.  Below  is  information
regarding the  convertible  debenture for the three month period ending December
31, 2000.


         --------------------------------- ---------------- -----------------
                                           Amount of        Maturity Date
         Date of Debenture                 Debenture
         --------------------------------- ---------------- -----------------
         October 1, 2000                   $    10,000      October 1, 2001
         --------------------------------- ---------------- -----------------
                      TOTAL                $    10,000
         --------------------------------- ---------------- -----------------


         Net cash  provided  by our  operating  expenses  during the nine months
ended  December 31, 2000 was $97,798 as compared to $44,762 used during the nine
months ended December 31, 1999. Net cash used by operating activities during the
nine months ended December 31, 2000 was primarily the result of the loss for the
first nine months, offset by the beneficial conversion feature of the debentures
and increases in accounts  payable and accrued  liabilities.  We continue verbal
communications  with  vendors  on an open  basis,  keeping  them  abreast of our
activities  and as a result,  no legal actions have developed in their effort to
collect past due amounts from the Company.

         Revenues  for the nine months  ended  December  31, 2000  decreased  by
$21,127 or 5%,  however,  revenues for the three month period ended December 31,
2000  increased by $25,563 or 22% over the  comparable  periods a year  earlier.
Decrease in revenue was primarily due to a decrease in sales.  Increases for the
three month period were due to a large international sale.

         Net losses from  continuing  operations  for the nine and three  months
ended  December  31,  2000  decreased  $184,992  or  32%  and  $169,968  or  55%
respectively, over the comparable periods a year earlier.

         From the  discussion  above,  we have taken several  actions,  which we
believe  will  improve  our  short-term  cash  flow  by  obtaining   convertible
debentures, and reducing costs wherever possible without fatal consequences. For
the  long  term,  we have  been  discussing  substantial  investments  with  two
individuals.  We estimate that these equity investments will total approximately
$5,000,000  over three years. We are also  investigating  turning over all sales
and  marketing   responsibilities  to  an  established  oral  care  company  for
distribution. In addition we have established policies designed to conserve cash
and control costs.

         Recent Sale of Unregistered  Securities.  During the three month period
ending  December  31, 2000,  12,648  shares of our common stock were issued to a
vendor in exchange for a $9,000 invoice.

OTHER INFORMATION

         As stated in our 10SB  registration  statement,  we have an alternative
marketing  plan that  involves  working  with  existing  oral care  companies to
essentially  become  their  premium  toothbrush  provider.  On November 7, 2000,
Remedent  received a Letter Of Intent from California  based Breath Asure,  Inc.
The letter states that Breath Asure wants negotiations to begin immediately that
will ultimately  result in Breath Asure taking over worldwide  distribution  and
marketing of Remedent Tooth and Gumbrush, either directly or via a joint venture
with Remedent USA, Inc.

         As of December 31, 2000 negotiations with Breath Asure, Inc.  continue.
Management  anticipates a mutually beneficial agreement will be reached. We have
identified another distributing company candidate that has expressed interest in
Remedent.  Should  an  agreement  with  Breath  Asure not  materialize,  we will
aggressively move towards negotiations with the new candidate.


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:

         None

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

         None


<PAGE>
                                   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:    February 20, 2001