SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                  FORM 10-QSBA


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


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

Commission File Number _____________________


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


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


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


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

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

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 9-30-00 : 12,989,470 shares


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

<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 2

                               REMEDENT USA, INC.
                            BALANCE SHEET (Unaudited)

      ASSETS
                                                     September 30,     March 31,
                                                          2000           2000
                                                  ------------------------------
      CURRENT ASSETS
         Cash and cash equivalents                      $ 19,854        $ 8,125
         Accounts receivable, net                         16,254         40,897
         Due from related parties                         45,793         16,919
         Inventories, net                                112,594        153,712
         Prepaid expenses                                  1,211            536
         ---------------------------------------------------------------------
            TOTAL CURRENT ASSETS                         195,706        220,189

      Property and Equipment, net                         26,278         31,795

      OTHER ASSETS
         Patents, net of accumulated amortization         27,644         28,274
         Other assets                                      7,782          4,782
         ----------------------------------------------------------------------
            TOTAL OTHER ASSETS                            35,426         33,056

         ----------------------------------------------------------------------
              TOTAL ASSETS                             $ 257,410      $ 285,040
         ======================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                       September 30,   March 31,
                                                            2000         2000
                                                      --------------------------
      CURRENT LIABILITIES
         Accounts payable                               $ 379,465     $ 396,208
         Notes payable-related parties                    153,120        37,096
         Accrued salaries - officers                      125,767        85,567
         Accrued liabilities                              171,108       154,110
         Customer Deposits                                                8,892
         Royalty payable                                   44,276        40,754
         Current portion capital lease                        575         1,629
         Note payable-Union Bank                           46,994        50,000
         -----------------------------------------------------------------------
            Total current liabilities                     921,305       774,256

      Long Term Liabilities and Capital Leases,
        net of current portion                                  0             0
      --------------------------------------------------------------------------
           TOTAL LIABILITIES                              921,305       774,256

      Stockholders' Equity (Deficit)
         Common stock                                      12,989        12,685
         Additional paid in capital                     1,628,718     1,446,018
         Prepaid services for stock                             0       (12,983)
         Accumulated deficit                           (2,305,602)   (1,934,936)
         -----------------------------------------------------------------------
           Total stockholders' equity (deficit)          (663,895)     (489,216)
         -----------------------------------------------------------------------
              Total Liabilities and Stockholders'
                Equity (Deficit)                        $ 257,410     $ 285,040
         =======================================================================

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

<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 3

<TABLE>
<CAPTION>

                               REMEDENT USA, INC.
                       STATEMENT OF OPERATIONS (UNAUDITED)


                                                       Three months                       Six months
                                                          ending                            ending
                                                       September 30,                    September 30,
                                                ----------------------------------------------------------------
                                                   2000             1999             2000            1999
                                                ----------------------------------------------------------------
<S>                                               <C>               <C>              <C>             <C>
      Revenues
           Sales                                     $ 42,261        $ 101,204        $ 242,314        $293,602
           -----------------------------------------------------------------------------------------------------
              Total Revenue                            42,261          101,204          242,314         293,602

      Cost of Goods Sold                               11,763           21,436           76,283          98,820
           -----------------------------------------------------------------------------------------------------
              Gross profit                             30,498           79,768          166,031         194,782

      Operating Expenses
           Research and development                    15,160           18,580           30,245          28,711
           Sales and marketing                         34,818          173,889          233,382         234,840
           General and administrative                  66,440           86,822          141,879         196,268
           Depreciation and amortization                3,328            2,736            6,657           5,472
           -----------------------------------------------------------------------------------------------------
              Total operating expenses                119,746          282,027          412,163         465,291

           -----------------------------------------------------------------------------------------------------
                Net (loss) from operations           (89,248)        (202,259)        (246,132)       (270,509)

      Other Income (Expenses)
           Interest income                                 69               65              137             208
           Interest expense                          (59,363)          (1,349)        (121,581)         (3,042)
           Other income/expense                         2,254                           (3,090)
           -----------------------------------------------------------------------------------------------------
              Total other income (expenses)          (57,040)          (1,284)        (124,534)         (2,834)

           -----------------------------------------------------------------------------------------------------
           Net (loss) before taxes                  (146,288)        (203,543)        (370,666)       (273,342)

      State Income Taxes                                    0                0                0               0

           -----------------------------------------------------------------------------------------------------
                Net (loss)                        $ (146,288)       $(203,543)       $(370,666)      $(273,342)
           ====================================================================---------------------------------

           (Loss) per share                            (0.01)           (0.02)           (0.03)          (0.02)

           Weighted average shares outstanding     12,738,050       12,433,780       12,989,470      12,561,603
</TABLE>

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


<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 4

                               REMEDENT USA, INC.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                                                            Six Months Ended
                                                             September 30,
                                                   ----------------------------
                                                        2000           1999
                                                   ---------------------------
Cash Flows From Operating Activities
     Net loss                                      $  (370,666)   $  (273,342)

     Adjustments  to  reconcile  net income to
     net cash  provided  by  operating activities:
         Depreciation and amortization                   6,657           5472
         Stock for services                             12,983         74,501
         Beneficial Conversion Feature                 103,200
         Changes in:
           Accounts receivable                          24,643        (24,029)
           Inventory                                    41,118         43,497
           Prepaid expenses                               (675)        (4,009)
           Accounts payable                             63,061        112,985
           Accrued liabilities                          57,198         41,416
           Customer deposits                            (8,892)             0
           Royalties payable                             3,522          9,996
------------------------------------------------------------------------------
Net Cash Used in Operating Activities                  (67,851)       (13,513)

Cash Flows from Investing Activities
         Patents                                          (510)
         Equipment                                                    (10,291)
         Deposits                                       (3,000)
         Notes to related parties                      (28,874)        (9,174)
------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities       (32,384)       (19,465)

Cash Flows from Financing Activities
         Lease payments                                 (1,054)        (1,006)
         Proceeds of notes and debenture               116,024          8,563
         Officer loans (repayments)                          0              0
         Note payments                                  (3,006)             0
------------------------------------------------------------------------------
Net Cash Provided by Financing Activities              111,964          7,557

         Net Increase in Cash                           11,729        (25,421)

     Cash, beginning of the year                         8,125         89,382
------------------------------------------------------------------------------
     Cash, September 30                                 19,854      $  63,961
==============================================================================

Supplemental Non Cash Investing and Financing Activities:

         The Company issued 304,167 shares of stock in lieu of paying an account
         payable for $79,805 from June 1, 2000 through September 30, 2000.

Supplemental Information:
         Interest paid                                 $ 479         $   -
         Taxes paid                                    $   -         $   -

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

<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 5


<TABLE>
<CAPTION>

                               REMEDENT USA, INC.
              STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
                                   (UNAUDITED)


                                           Common Stock              Additional     A/P       Accumulated
                                                                      Paid-in
Date                     Description     Shares          Dollars      Capital                   Deficit                Total
--------------------------------------------------------------------------------------------------------------------------------

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

July 1, 2000              Shares for          4,167        $    4         $    496                                     $    500
                          Services

August 21, 2000           Debenture                                      $  15,000                                    $  15,000

August 23, 2000           Debenture                                      $   5,000                                    $   5,000

September 1, 2000         Debenture                                      $   5,000                                    $   5,000

September 25, 2000        Debenture                                      $  25,000                                    $  25,000

September 30,2000         Net Loss                                                               $ (146,288)        $  (146,288)

--------------------------------------------------------------------------------------------------------------------------------
September 30, 2000        Balance        12,989,470      $ 12,989       $1,628,719   $(0)       $(2,305,602)         $ (663,894)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 6

                               REMEDENT USA, INC.
                          NOTES TO FINANCIAL STATEMENTS

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-A3 Filed January 12, 2001.

B.  Management's Representation

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

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 September 30, 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.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 7

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 September 30, 2000 and 1999 the allowance
for doubtful accounts was $3,000.

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

4.       Inventories

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

                                               September          March
                                               30, 2000           31, 2000
                                               -----------        --------
         Inventory-Supplies                    $  32,628          $  34,751
         Displays and Raw Materials            $  53,438          $  61,970
         Finished Goods                        $  26,528          $  56,991
                                               ---------          ---------
         Total                                  $112,594          $ 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:

                                                   September          March
                                                   30, 2000          31, 2000
                                                   ----------        ---------
         Patent                                    $  34,709         $  34,199
         Accumulated amortization                  $   7,065         $   5,925
                                                   ----------        ----------
         Patents, net                              $  27,644         $  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             (32,532)        $ (27,015)
                                                 ----------        ----------

         Property and equipment, net             $  26,278         $  31,796


<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 8

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 September 30, 2000 the Company had a working
capital deficit totaling $725,599 and a shareholders deficit of $663,895.  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.

10.      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  $103,200 from several
stockholders to meet the current financial obligations of the Company. The notes
are unsecured,  due on demand and include interest at 10% per annum. The Company
may continue to borrow from  shareholders and officers to meet current financial
needs.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 9

11.      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 six month period
ending September 30, 2000,  international  promotional discounts totaled $86,147
and all other discounts  totaled $30,014 compared to the six month period ending
September 30, 1999 where  international  discounts  totaled $6,730 and all other
discounts  totaled  $39,776.  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.  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>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDING  SEPTEMBER 30, 2000 COMPARED TO THREE AND SIX
MONTH PERIODS ENDING SEPTEMBER 30, 1999

OVERVIEW

         Other than $50,000 raised through convertible debentures,  our plans to
raise additional  capital have not materialized and our ability to continue as a
going concern is in further jeopardy.  Net sales decreased $58,943 for the three
months  ending  September  30,  2000 when  compared  to the three  months  ended
September 30, 1999,  and decreased  $51,288 for the six months ending  September
30, 2000 when  compared to the six months ended  September  30, 1999.  Net sales
were approximately $11,619 for the month of September 2000.

         Total assets  decreased by $27,630 from  $285,040 at fiscal year ending
March 31, 2000 to $257,410 in September 30, 2000.  Accounts  receivable  totaled
$16,254 on September  30, 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  $28,874 over a nine-month period from $16,919 at fiscal year
ending March 31, 2000 to $45,793 for September  30, 2000.  The increase in notes
from related parties are loans to three officers. Major portions of management's
salaries are often  accrued in an effort to conserve  cash,  and often  salaries
that are paid are paid in the form of a loan.  One loan in the  amount of $5,738
has been paid in full.  The remaining  loans are $22,112 to Rebecca  Inzunza and
$15,979 for Robert  Hegemann.  These loans are  interest  free and do not have a
maturity date. When we can afford to pay the accrued  salaries the loans will be
repaid in full.

         Inventory  decreased  $41,118 from $153,712 at fiscal year ending March
31,  2000 to  $112,594  on  September  30,  2000,  due to minimal  sales and the
continual replenishing of blister packaging only on an as needed basis.

         Total  liabilities   increased  $147,049  when  comparing  $921,305  at
September  30, 2000 to $774,256 at fiscal year ending March 31,  2000.  Accounts
payable  decreased  $16,743 or 4% from  $396,208 at fiscal year ending March 31,
2000 on September 30, 1999 to $379,465 on September 30, 2000.  This is primarily
due to increases in sales and marketing expenses.

         Accrued  liabilities  increased  by $16,998 or 11%.  This  increase  is
attributable  to an  increase  of  5.4% in  accrued  salaries  interest,  and an
increase of 15.3% for the accrual of employee  salaries.  Accrued  salaries  for
officers  increased $40,200 or 42%. In addition,  there was an increase in notes
payable to related  parties of $116,024 or 312% (88.2%  convertible  debentures,
8.7% for credit card  charges in the name of Rebecca  Inzunza and the  remainder
representing vendor charges).  Total increased liabilities were partially offset
by a decrease  of $3,006 due under the loan with Union Bank and a 9.7%  decrease
in outside services. Royalties payable increased $3,522 or 9%, for the six month
period ending September 30, 2000 and is based on net sales.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The company is 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. The Company
is  currently  negotiating  with one such  company,  Breath  Asure,  Inc. If the
Company is successful  in  completing an agreement  with Breath Asure or similar
company,  advertising and all other such expenses would no longer be a burden on
the Company 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.

         In  further  effort  to  reduce  costs,  Rebecca  Inzunza  has  assumed
responsibilities  of both CEO and CFO,  replacing  Steve  Grassbaugh as our CFO.
Once the Company has adequate funding, a CFO will be hired.

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30, 2000 AS COMPARED TO THE THREE  MONTHS ENDED
SEPTEMBER 30, 1999

         Net Sales.  Our net sales for the three months ended September 30, 2000
totaled  $42,261,  compared to $101,204 for the three months ended September 30,
1999,  reflecting  a decrease  of $58,943 or 58%.  Our sales  decrease  occurred
primarily  because  our cash  shortfall  has  made it  virtually  impossible  to
purchase advertising and implement our market expansion plan.  Additionally,  as
of July 31, 2000, we have temporarily curtailed our marketing operations,  which
also caused a decrease in net sales.  Absent substantial  additional funding, we
expect  that our sales will  continue  to decline  as we deplete  our  remaining
inventories. For the three month period ending September 30, 1999, international
sales  totaled  $7,461  with  $3,592 or 48%  applied  to  promotional  discounts
compared to the three month period  ending  September  30, 2000,  which  totaled
$4,514  in  international  sales  with  promotional  discounts  of $2,470 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  September  30, 2000  totaled  $16,313,  and
$21,937 for three months  ending  September 30, 1999,  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.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Cost of goods sold.  Cost of goods sold during the three  months  ended
September 30, 2000 totaled $11,763 or 28% of net sales, reflecting a decrease of
$9,673  or 45% over the  comparable  three  months  ending  September  30,  1999
totaling $21,436. Our cost of goods decrease is directly related to the decrease
in sales. Our gross margin was 72% for the three months ended September 30, 2000
compared to our gross  margin of 79% for the three months  ended  September  30,
1999. This increase in percentage is directly related to the higher cost for the
package redesign.

         Operating  expenses.  Our sales and marketing expenses were $34,818 for
the three months  ended  September  30, 2000  compared to $173,889 for the three
months ending  September 30, 1999.  The following  comparisons  will reflect the
changes for the three month period  ending  September  30, 2000  compared to the
same period in 1999. The first figure is for the year 2000 and the second figure
represents 1999. The largest  decreases were public relations $0 vs. $62,410 due
to cancelled and expired contracts with public relations companies;  commissions
$735 vs.  $40,936  due to  decrease  in sales;  advertising  $5,494 vs.  $31,443
primarily  because most adverting  expenses were amassed during June and October
of 2000;  samples  $626 vs.  $9,192  due to  reduced  sales  calls;  promotional
discounts $16,313 vs. $21,937 due to low sales volume;  and coupon redemption $0
vs. $3,004 due to the elimination of the coupon program.  The only two increases
within sales and  marketing  pertained to  tradeshow  fees $6,145 vs. $795;  and
retail  slotting  $2,913 vs. $40; both in connection with an effort to stimulate
sales.  As a percentage of net sales,  sales and marketing  expenses are 82% for
the three months  ended  September  30, 2000,  as compared to 172% for the three
months ended  September 30, 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 were $66,440 for the three months
ended  September  30,  2000  compared  to  $86,822  for the three  months  ended
September 30, 1999.  The reduction in expenses for this period was primarily due
to a reduction  in the  workforce  and  temporary  curtailing  of our  marketing
operations.  The  following  comparisons  will reflect the changes for the three
month period ending  September 30, 2000 compared to the same period in 1999. The
first figure is for the year 2000 and the second  figure  represents  1999.  The
material  decreases  include  officers'  salaries $23,100 vs. $36,940;  employee
salaries  $10,391 vs. $13,389 due to the elimination of the CFO, Mr.  Grassbaugh
and two other employees; rent $8,819 vs. $11,146 as a result of moving to a more
cost effective location;  royalties $1,159 vs. $3,564 due to lack of sales; dues
and  subscriptions  $130 vs. $1,272 due to the reduction of memberships in major
retail trade shows;  officers'  life  insurance  $151 vs.  $1,154 due to reduced
coverage  and the  obtaining  of a more  cost  effective  policy.  The  material
increases were  accounting $416 vs.  ($1,422);  bank charges $2,580 vs. $770 for
increased  international  wire transfers;  postage $1,710 vs. $630 for expansion
promotional  mailers;  outside services $2072 vs. $1049 for services required to
organize,  assemble,  and sort the promotional  mailers.  As a percentage of net
sales, general and administrative  expenses were 157% for the three months ended
September 30, 2000, as compared to 86% for the three months ended  September 30,
1999. The percentage increase is primarily attributable to a reduction in sales.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Interest  expense.  Interest  expense was $59,363 for the three  months
ending  September  30,  2000 as compared  to $1,349 for the three  months  ended
September 30, 1999. The following  comparisons  will reflect the changes for the
three month  period  ending  September  30, 2000  compared to the same period in
1999.  The first  figure is for the year 2000 and the second  figure  represents
1999.  The  increase  in  interest   expense  for  September  30,  2000  related
principally to $50,000 for one time interest expense accrual associated with the
convertible  debentures with the remainder applied to credit cards $605 vs. $76;
interest  on unpaid  accounts  payable to vendors of $814 vs.  $293;  additional
interest is for  officers and  employees  accrued  salaries  $7,335 vs. $80; and
Union Bank $465 vs. $900.  The majority of the  increases are due to the lack of
capital  to  pay  salaries,  vendors,  and  avoiding  credit  card  charges  and
convertible debentures.

SIX  MONTHS  ENDED  SEPTEMBER  30,  2000 AS  COMPARED  TO THE SIX  MONTHS  ENDED
SEPTEMBER 30, 1999

         Net sales. Our net sales decreased to $242,314 for the six months ended
September 30, 2000  compared to $293,602 for the six months ended  September 30,
1999,  reflecting  a decrease of $51,288 or 17%.  The decrease was the result of
our  cash  shortfall  and  the  loss of CVS as a  customer,  which  has  made it
virtually  impossible to implement the marketing  expansion  plan. We expect our
sales to decline without additional  substantial  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 six month
period ending September 30, 2000 totaled $149,683 with promotional  discounts of
$86,147 or 58% applied as compared to the six month period ending  September 30,
1999, in which  international  sales totaled $16,253 with promotional  discounts
applied of $8,619 or 53%.

         Cost of goods  sold.  Cost of goods sold  during  the six months  ended
September  30,  2000 was $76,283 or 31% of net sales,  reflecting  a decrease of
$22,537 or 23% from $98,820 for the same period ending  September 30, 1999.  Our
cost of goods decrease is directly  related to the decrease in sales.  Our gross
margin  was 69% of net sales for the six  months  ended  September  30,  2000 as
compared to 66% of net sales for the six months ended September 30, 1999.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Operating  expenses.  Our sales and  marketing  expenses  were $233,382
during the six months ended September 30, 2000,  decreasing $1,458 from $234,840
for the six months ended  September  30, 1999.  The following  comparisons  will
reflect the changes for the six month period ending September 30, 20000 compared
to the same period in 1999. The first figure is for the year 2000 and the second
figure  represents  1999.  The material  increases  for the sales and  marketing
expenses were for promotional discounts $116,161 vs. $46,507 or 60% increase due
to the increase in international sales;  promotional literature $22,980 vs. $527
an  increase  of  98%;  tradeshow  fees  $7,795  vs.  $1,428  an  82%  increase;
advertising  $54,315 vs. $49,220 a 9% increase;  retail slotting fees $3,050 vs.
$1,590 an increase of 48%;  freight  $7,726 vs.  $6,717 an increase of 13%.  The
above increased  expenses from promotional  literatures  through retail slotting
are  attributable to the market expansion effort and the freight increase is due
to the increase in international  sales. The material  decreases were for travel
(137) vs. $3,884 a decrease of $4,021; samples $4,359 vs. $13, 286 a decrease of
205%;  commissions  $15,487 vs. $47,824 a decrease of 209%; coupon redemption $0
vs.  $973;  and public  relations  $400 vs.  $62,866 a decrease of  $62,466.  An
initial  effort  was made for the market  expansion,  but as time went along and
funds were not raised,  the marketing company decreased their efforts,  which in
turn decreased travel,  samples,  commissions and coupon redemption.  The public
relations  decrease was due to the  cancelled or expired  contracts  with public
relations  companies.  Sales and  marketing  expenses  should fall even  further
during fiscal third quarter.  As a percentage of net sales,  sales and marketing
expenses  were 96% for the six months ended  September  30, 2000, as compared to
80% for the six months ended September 30, 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  were $141,879 for the six months
ended  September  30,  2000 as compared  to  $196,268  for the six months  ended
September  30, 1999.  This decrease is due our efforts to downsize and economize
operations wherever possible. The following comparisons will reflect the changes
for the six month period  ending  September 30, 2000 compared to the same period
in 1999. The first figure is for the year 2000 and the second figure  represents
1999. The decreases are due to officers' salaries $43,200 vs. $65,550 a decrease
of $22,350 or 52% due to Mr. Grassbaugh's resignation; employee salaries $20,974
vs.  $37,290 a decrease of $16,315 or 78% due to the departure of two employees;
royalties  $3,522 vs.  $9,997 a decrease of $6,475 or 184% due to lack of sales;
dues and  subscriptions  ($1,084) vs. $2,038 a decrease of $3,122 or 288% due to
reduction  of  membership  in  annual  retail  tradeshows;  accounts  receivable
write-off  $75 vs.  $2,325 a  decrease  of  $2,250  due to  improved  collection
activity;  and telephone  $5,839 vs. $7,610 a decrease of $1,771.  Payroll taxes
also decreased  $1,309 or 67% during the six-month  period September 30, 2000 to
$1,962 from $3,271 for September  30, 1999.  The  increases  within  general and
administrative   are  attributable  to  outside  consulting  for  marketing  and
management  $13,077 vs. $5,040 an increase of $8,037 or 61% due to Double Eagle;
accounting  $3,387 vs. $1,196 an increase of $2,191 or 65%; bank charges  $3,003
vs. $918 an increase of $2,085 for increased international wire charges; postage
$3,256 vs.  $1,694 an increase of $1,562 due to mailings for  expansion  market;
legal $8,505 vs. $6,954 an increase of $1,551 for SEC reporting requirements. As
a percentage of sales, general and administrative  expenses were 59% for the six
months ended  September  30,  2000,  as compared to 67% for the six months ended
September  30,  1999.  As our sales  decline,  we expect  that our  general  and
administrative expenses will increase as a percentage of our sales.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         An increase in research and  development  of $1,534 or 5% was due to an
increase  in  salaries  in the  amount of  $5,025  and a  decrease  in tools and
supplies by $3,490.  Research and  development  for the six month period  ending
September 30, 1999 totaled $28,711, and $30,245 for the same period ending 2000.
The company expects expenses to increase for research and development within the
following year should the necessary capital is raised.

         During the six months ended  September  30,  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  $121,581  for the six months
ended  September  30,  2000,  as  compared  to $3,042 for the six  months  ended
September 30, 1999. The increase in interest  expense is related  principally to
$50,000 for the one time interest expense accrual for the convertible debentures
obtained  during the fiscal  second  quarter and $53,200  obtained in the fiscal
first  quarter for a total of $103,200  representing  85% of the total  interest
expense.  The following  comparisons  will reflect the changes for the six month
period ending  September 30, 2000 compared to the same period in 1999. The first
figure  is for the  year  2000  and  the  second  figure  represents  1999.  The
additional  interest is for officers and employees  accrued  salaries $7,335 vs.
$230;  interest on unpaid accounts payable to vendors of $6,870 vs. $559; credit
cards  $1,246 vs. $76;  and Union Bank $2,789 vs.  $2,178.  The  majority of the
increases are due to the lack of capital to pay salaries,  vendors, and avoiding
credit card charges.

LIQUIDITY AND CAPITAL RESOURCES

         Current  situation.  Our ability to  continue as a going  concern is in
jeopardy.  As of November  30, 2000 we had  approximately  $10,000 of cash.  Our
inventory is low and in need of  replenishing  to fill orders.  In addition,  we
stopped  shipping to one major  customer,  CVS,  until we can obtain  sufficient
funding to support their demanding  co-op  advertising  programs.  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.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 16
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         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 three month period ending  September  30, 2000,  the Company
borrowed   $50,000  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 $50,000 as
part of the conversion feature of the debenture.

          ------------------------- ---------------- --------------------
          Date of Debenture         Amount of        Maturity Date
                                    Debenture
          ------------------------- ---------------- --------------------
          August 21, 2000           $     15,000     August 21, 2001
          ------------------------- ---------------- --------------------
          August 23, 2000           $      5,000     August 23, 2001
          ------------------------- ---------------- --------------------
          September 1, 2000         $      5,000     September 1, 2001
          ------------------------- ---------------- --------------------
          September 25, 2000        $     25,000     September 25, 2001
          ------------------------- ---------------- --------------------
          TOTAL                     $     50,000
          ------------------------- ---------------- --------------------

         Net cash provided by our operating expenses during the six months ended
September 30, 2000 was $67,851 as compared to $13,513 used during the six months
ended September 30, 1999. Net cash used by operating  activities  during the six
months ended  September  30, 2000 was  primarily  the result of the loss for the
first six 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 six months and three months ended  September  30, 2000
decreased  by  $51,288  or 17%  and  $62,481  or  60%,  respectively,  over  the
comparable  periods a year  earlier.  Decrease in revenue was primarily due to a
decrease in sales.

         Net losses  from  continuing  operations  for the six and three  months
ended September 30, 2000 increased $97,324 and decreased $62,972 respectively.

         From the  discussions  above, we have taken several  actions,  which we
believe  will  improve  our  short-term  cash  flow  by  obtaining   convertible
debentures and reducing costs. For the long term, we have been discussing equity
investments,  which will total  approximately  $5,000,000  over three years.  In
addition,  we may turn our distribution over to an established oral care company
and will institute policies designed to control costs.
<PAGE>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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.

ITEM 4

Recent Sale of Unregistered  Securities.  During the period ending September 30,
2000,  4,167 shares of our common stock were issued to a vendor in  satisfaction
of a $500 invoice.

<PAGE>

                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 18

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>
                                                          Form  10-QSBA
                                                     Remedent USA, Inc.
                                                     September 30, 2000
                                                                Page 19

                                   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:    March 20, 2001