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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007
 or
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 001-15975
 REMEDENT, INC.
 (Exact name of small business issuer as specified in its charter)
 NEVADA
    
    86-0837251(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)XAVIER DE COCKLAAN 42, 9831 DEURLE, BELGIUM
    
    N/A(Address of principal executive offices)
    
    (Zip code)
 011 32 9 321 70 80
 (Issuers telephone number)
 þ o
 o þ
  o o þ
 Number of shares of issuers common stock outstanding as of August 16, 2007: 18,596,245
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##### 



REMEDENT, INC.
TABLE OF CONTENTS
FORM 10-QSB REPORT
June 30, 2007
  
 PagePART I  FINANCIAL INFORMATION
    
    
    1Item 1. Interim Consolidated Financial Statements
    
    
    1Condensed Consolidated Balance Sheet as of June 30, 2007 (Unaudited) and March 31, 2007
    
    
    2Condensed Consolidated Statements of Operations for the Three Months Ended June 30,
2007 and June 30, 2006 (Unaudited)
    
    
    3Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months
Ended June 30, 2007 and June 30, 2006 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30,
2007 and June 30, 2006 (Unaudited)
    
    
    5Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    18Item 3. Controls and Procedures
    
    
    21PART II  OTHER INFORMATION
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults upon Senior Securities
    
    
    23Item 4. Submission of Matters to Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    27EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 31.2EXHIBIT 32.2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Interim Condensed Consolidated Financial Statements
 REMEDENT, INC. AND SUBSIDIARIES
 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2007
 (unaudited)
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30, 2007
    
    March 31, 2007(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    6,893,709
    
    
    $
    126,966Accounts receivable, net of allowance for doubtful accounts of $80,827 at June 30, 2007
and $79,996 at March 31, 2007
    
    
    1,438,655
    
    
    
    1,724,121Inventories, net
    
    
    927,682
    
    
    
    1,132,941Prepaid expense
    
    
    798,596
    
    
    
    668,421Total current assets
    
    
    10,058,642
    
    
    
    3,652,449PROPERTY AND EQUIPMENT, NET
    
    
    584,366
    
    
    
    589,623OTHER ASSETSPatents, net
    
    
    128,326
    
    
    
    135,894TOTAL ASSETS
    
    $
    10,771,334
    
    
    $
    4,377,966LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Current portion, long term debt
    
    $
    32,071
    
    
    $
    43,499Line of Credit
    
    
    1,011,087
    
    
    
    1,530,276Notes payable
    
    
    11,282
    
    
    
    11,282Accounts payable
    
    
    1,846,124
    
    
    
    1,441,502Accrued liabilities
    
    
    1,270,869
    
    
    
    412,435Due to related parties
    
    
    50,536
    
    
    
    50,536Total current liabilities
    
    
    4,221,969
    
    
    
    3,489,530LONG TERM DEBT
    
    
    154,330
    
    
    
    152,343STOCKHOLDERS DEFICIT:Preferred Stock $0.001 par value (10,000,000 shares authorized, none issued and
outstanding)
    
    
    
    
    
    
    Common stock, $0.001 par value;
(50,000,000 shares authorized, 18,596,245 shares issued and outstanding at June 30,
2007 and 12,996,245 shares issued and outstanding at March 31, 2007 )
    
    
    18,596
    
    
    
    12,996Additional paid-in capital
    
    
    17,943,694
    
    
    
    11,904,000Accumulated deficit
    
    
    (11,538,552
    )
    
    
    (11,147,600
    )Accumulated other comprehensive income (loss) (foreign currency translation adjustment)
    
    
    (28,703
    )
    
    
    (33,303
    )Total stockholders equity (deficit)
    
    
    6,395,035
    
    
    
    736,093TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
    
    $
    10,771,334
    
    
    $
    4,377,966
 
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the three months endedJune 30,2007
    
    2006Net sales
    
    $
    1,244,657
    
    
    $
    1,295,639Cost of sales
    
    
    665,428
    
    
    
    745,662Gross profit
    
    
    579,229
    
    
    
    549,977Operating ExpensesResearch and development
    
    
    29,389
    
    
    
    125,282Sales and marketing
    
    
    103,241
    
    
    
    386,575General and administrative
    
    
    744,481
    
    
    
    837,350Depreciation and amortization
    
    
    65,634
    
    
    
    41,262TOTAL OPERATING EXPENSES
    
    
    942,745
    
    
    
    1,390,469INCOME (LOSS) FROM OPERATIONS
    
    
    (363,516
    )
    
    
    (840,492
    )OTHER INCOME (EXPENSES)Interest expense
    
    
    (28,829
    )
    
    
    (24,015
    )Other income
    
    
    1,392
    
    
    
    24,777TOTAL OTHER INCOME (EXPENSES)
    
    
    (27,437
    )
    
    
    762NET LOSS
    
    $
    (390,953
    )
    
    $
    (839,730
    )LOSS PER SHAREBasic and fully diluted
    
    $
    (0.03
    )
    
    $
    (0.07
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and fully diluted
    
    
    13,611,630
    
    
    
    12,898,178
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the three months ended June 30,(Unaudited)2007
    
    
    2006Net Income (Loss)
    
    $
    (390,953
    )
    
    $
    (839,730
    )OTHER COMPREHENSIVE
INCOME (LOSS):Foreign currency translation adjustment
    
    
    4,600
    
    
    
    11,002Comprehensive income (loss)
    
    $
    (386,353
    )
    
    $
    (828,728
    )
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the three months endedJune 30,2007
    
    2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (390,953
    )
    
    $
    (839,730
    )Adjustments to reconcile net income (loss) to net cash used by operating activitiesDepreciation and amortization
    
    
    65,634
    
    
    
    41,167Allowance for doubtful accounts
    
    
    
    
    
    
    (6,082
    )Value of stock options to employees
    
    
    
    
    
    
    113,709Changes in operating assets and liabilities:Accounts receivable
    
    
    296,096
    
    
    
    1,143,177Inventories
    
    
    211,818
    
    
    
    169,269Prepaid expenses
    
    
    (122,238
    )
    
    
    (61,266
    )Accounts payable
    
    
    382,544
    
    
    
    (579,825
    )Accrued liabilities
    
    
    855,583
    
    
    
    (25,366
    )Income taxes payable
    
    
    
    
    
    
    (103,529
    )Net cash provided by (used by) operating activities
    
    
    1,298,484
    
    
    
    (148,476
    )CASH FLOWS FROM INVESTING ACTIVITIESDecrease (increase) in restricted cash
    
    
    
    
    
    
    (8,303
    )Purchases of equipment
    
    
    (50,364
    )
    
    
    (61,339
    )Net cash used by investing activities
    
    
    (50,364
    )
    
    
    (69,642
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from private placement
    
    
    6,045,294
    
    
    
    Principal payments on (proceeds from) capital lease note payable
    
    
    (11,201
    )
    
    
    2,638Proceeds from (repayments of) line of credit
    
    
    (522,226
    )
    
    
    60,830Net cash provided by financing activities
    
    
    5,511,867
    
    
    
    63,468NET (DECREASE) INCREASE IN CASH
    
    
    6,759,987
    
    
    
    (154,650
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    6,756
    
    
    
    (49,158
    )CASH AND CASH EQUIVALENTS, BEGINNING
    
    
    126,966
    
    
    
    332,145CASH AND CASH EQUIVALENTS, ENDING
    
    $
    6,893,709
    
    
    $
    128,337Supplemental Information:Interest paid
    
    $
    23,376
    
    
    $
    24,548Income taxes paid
    
    $
    
    
    
    $
    
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SUPPLEMENTAL NON-CASH INVESTING  AND FINANCING ACTIVITIES:
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NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1.
    
    BACKGROUND AND ORGANIZATIONThe Company is a manufacturer and distributor of cosmetic dentistry products, including a full
line of professional dental and retail Over-The-Counter tooth whitening products which are
distributed in Europe, and recently in Asia and the United States. The Company manufactures many
of its products in its facility in Deurle, Belgium as well as outsourced manufacturing in China.
The Company distributes its products using both its own internal sales force and through the use
of third party distributors.2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESOrganization and Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Remedent, Inc.
(formerly Remedent USA, Inc.), a Nevada corporation, and its three subsidiaries, Remedent N.V.
(Belgian corporation) located in Deurle, Belgium, Remedent Professional, Inc. (incorporated in
California) and a subsidiary of Remedent Professional Holdings, Inc. and Remedent Asia Pte Ltd, a
wholly-owned subsidiary formed under the laws of Singapore (collectively, the Company).
Remedent, Inc. is a holding company with headquarters in Deurle, Belgium and, as of October 2005,
offices in Los Angeles, California. Remedent Professional, Inc. and Remedent Professional
Holdings, Inc. have been dormant since inception. Remedent Asia Pte. Ltd., commenced operations
as of July 2005. All significant inter-company accounts and transactions have been eliminated in
the consolidated financial statements. Corporate administrative costs are not allocated to
subsidiaries.Interim Financial InformationThe interim consolidated financial statements of Remedent, Inc. and Subsidiaries (the Company)
are condensed and do not include some of the information necessary to obtain a complete
understanding of the financial data. Management believes that all adjustments necessary for a
fair presentation of results have been included in the unaudited consolidated financial
statements for the interim periods presented. Operating results for the three months ended June
30, 2007, are not necessarily indicative of the results that may be expected for the year ended
March 31, 2008. Accordingly, your attention is directed to footnote disclosures found in the
Annual Report on Form 10-KSB for the year ended March 31, 2007, and particularly to Note 1, which
includes a summary of significant accounting policies.Basis of PresentationThe Companys financial statements have been prepared on an accrual basis of accounting, in
conformity with accounting principles generally accepted in the United States of America. These
principles contemplate the realization of assets and liquidation of liabilities in the normal
course of business. These financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.Revenue RecognitionThe Company recognizes revenue from product sales when persuasive evidence of a sale exists: that
is, a product is shipped under an agreement with a customer; risk of loss and title has passed to
the customer; the fee is fixed or determinable; and collection of the resulting receivable is
reasonably assured. Sales allowances are estimated based upon historical experience of sales
returns.
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Impairment of Long-Lived AssetsLong-lived assets consist primarily of patents and property and equipment. The recoverability of
long-lived assets is evaluated by an analysis of operating results and consideration of other
significant events or changes in the business environment. If impairment exists, the carrying
amount of the long-lived assets is reduced to its estimated fair value, less any costs associated
with the final settlement. As of June 30, 2007, management believes there was no impairment of
the Companys long-lived assets.Pervasiveness of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, the Company evaluates estimates and
judgments, including those related to revenue, bad debts, inventories, fixed assets, intangible
assets, stock based compensation, income taxes, and contingencies. Estimates are based on
historical experience and on various other assumptions that the Company believes reasonable in
the circumstances. The results form the basis for making judgments about the carrying vales of
assets and liabilities that are not readily apparent from other sources. Actual results could
differ from those estimates.Cash and Cash EquivalentsThe Company considers all highly liquid investments with maturities of three months or less to be
cash or cash equivalents.Accounts Receivable and Allowance for Doubtful AccountsThe Company sells professional dental equipment to various companies, primarily to distributors
located in Western Europe. The terms of sales vary by customer, however, generally are 2% 10
days, net 30 days. Accounts receivable is reported at net realizable value and net of allowance
for doubtful accounts. 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.InventoriesThe Company purchases certain of its products in components that require assembly prior to
shipment to customers. All other products are purchased as finished goods ready to ship to
customers.The Company writes down inventories for estimated obsolescence to estimated market value based
upon assumptions about future demand and market conditions. If actual market conditions are less
favorable than those projected, then additional inventory write-downs may be required. Inventory
reserves for obsolescence totaled $13,505 at June 30, 2007 and $13,366 at March 31, 2007.Prepaid ExpenseThe Companys prepaid expense consists of prepayments to suppliers for inventory purchases and to
the Belgium customs department, to obtain an exemption of direct VAT payments for imported goods
out of the European Union (EU). This prepayment serves as a guarantee to obtain the facility to
pay VAT at the moment of sale and not at the moment of importing goods at the border. Prepaid
expenses also include VAT payments made for goods and services in excess of VAT payments received
from the sale of products as well as amounts for other prepaid operating expenses.Property and EquipmentProperty and equipment are stated at cost. Major renewals and improvements are charged to the
asset accounts while replacements, maintenance and repairs, which do not improve or extend the
lives of the respective assets, are expensed. At the time property and equipment are retired or
otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of
the applicable amounts. Gains or losses from retirements or sales are credited or charged to
income.
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The Company depreciates its property and equipment for financial reporting purposes using the
straight-line method based upon the following useful lives of the assets:
 Tooling
    
    3 YearsFurniture and fixtures
    
    4 YearsMachinery and Equipment
    
    4 Years
 PatentsPatents consist of the costs incurred to purchase patent rights and are reported net of
accumulated amortization. Patents are amortized using the straight-line method over a period
based on their contractual lives.Research and Development CostsThe Company expenses research and development costs as incurred.AdvertisingCosts incurred for producing and communicating advertising are expensed when incurred and
included in sales and marketing and general and administrative expenses. For the three month
periods ended June 30, 2007 and June 30, 2006, advertising expense was $38,331 and $106,976,
respectively.Income taxesIncome taxes are provided in accordance with Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes. Deferred taxes are recognized for temporary
differences in the bases of assets and liabilities for financial statement and income tax
reporting as well as for operating losses and credit carry forwards. A provision has been made
for income taxes due on taxable income and for the deferred taxes on the temporary differences.
The components of the deferred tax asset and liability are individually classified as current and
non-current based on their characteristics.Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.WarrantiesThe Company typically warrants its products against defects in material and workmanship for a
period of 18 months from shipment. Based upon historical trends and warranties provided by the
Companys suppliers and sub-contractors, the Company has made a provision for warranty costs of
$20,255 and $20,049 as of June 30, 2007 and March 31, 2007, respectively.Segment ReportingStatement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of
an Enterprise and RelatedInformation requires use of the management approach model for
segment reporting. The management approach model is based on the way a companys management
organizes segments within the company for making operating decisions and assessing performance.
Reportable segments are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. The Companys
management considers its business to comprise one segment for reporting purposes.Computation of Earnings (Loss) per ShareBasic net income (loss) per common share is computed by dividing net income (loss) attributable
to common stockholders by the weighted average number of shares of common stock outstanding
during the period. Net income (loss) per common share attributable to common stockholders
assuming dilution is computed by dividing net income by the weighted average number of shares of
common stock outstanding plus the number of additional common shares that would have been
outstanding if all dilutive
potential common shares had been issued. Potential common shares related to stock options and
stock warrants are excluded from the computation when their effect is anti-dilutive.
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Conversion of Foreign CurrenciesThe reporting currency for the consolidated financial statements of the Company is the U.S.
dollar. The functional currency for the Companys European subsidiary, Remedent N.V. is the Euro.
The functional currency for Remedent Professional, Inc. is the U.S. dollar. The Company
translates foreign currency statements to the reporting currency in accordance with FASB 52. The
assets and liabilities of companies whose functional currency is other that the U.S. dollar are
included in the consolidation by translating the assets and liabilities at the exchange rates
applicable at the end of the reporting period. The statements of income of such companies are
translated at the average exchange rates during the applicable period. Translation gains or
losses are accumulated as a separate component of stockholders deficit.Comprehensive Income (Loss)The Company has adopted the provisions of Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS No. 130). SFAS No. 130 establishes standards for the
reporting and display of comprehensive income, its components and accumulated balances in a full
set of general purpose financial statements. SFAS No. 130 defines comprehensive income (loss) to
include all changes in equity except those resulting from investments by owners and distributions
to owners, including adjustments to minimum pension liabilities, accumulated foreign currency
translation, and unrealized gains or losses on marketable securities.The Companys only component of other comprehensive income is the accumulated foreign currency
translation consisting of gains of $4,600 and $11,002 for the three month periods ended June 30,
2007 and June 30, 2006, respectively. These amounts have been recorded as a separate component of
stockholders deficit.Stock Based CompensationIn December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based
Payment. Subsequently, the Securities and Exchange Commission (SEC) provided for a phase-in
implementation process for SFAS No. 123R, which required adoption of the new accounting standard
no later than January 1, 2006. SFAS No. 123R requires accounting for stock options using a
fair-value-based method as described in such statement and recognize the resulting compensation
expense in the Companys financial statements. Prior to January 1, 2006, the Company accounted
for employee stock options using the intrinsic value method under APB No. 25, Accounting for
Stock Issued to Employees and related Interpretations, which generally resulted in no employee
stock option expense. The Company adopted SFAS No. 123R on January 1, 2006 and does not plan to
restate financial statements for prior periods. The Company plans to continue to use the
Black-Scholes option valuation model in estimating the fair value of the stock option awards
issued under SFAS No. 123R. The adoption of SFAS No. 123R has a material impact on the Companys
results of operations. For the three month periods ended June 30, 2007 and June 30, 2006, equity
compensation in the form of stock options and grants of restricted stock totaled $nil and
$113,709, respectively.3.
    
    PRIVATE PLACEMENTOn June 25, 2007, the Company completed its private offering of 5,600,000 shares of its common
stock, par value $.001 per share at a purchase price of $1.25 per share (the Shares) and
warrants to purchase 4,200,000 shares of common stock, par value $.001 per share, at an exercise
price of $1.55 per share (the Warrants) to certain institutional and accredited investors, for
an aggregate purchase price of $7,000,000 (the Offering).Under the terms of the Offering, the Warrants are exercisable for a period of five years and
entitle the holder to purchase one share of restricted common stock (the Warrant Shares) for
$1.55 per Warrant Share. The Company also has the right to redeem the Warrants for $0.001 per
Warrant Share covered by the Warrants if the Shares trade on the OTC Electronic Bulletin Board or
similar market above $5.25 per share for 20 consecutive trading days following the initial
effective date of the registration statement covering the resale of the Shares and Warrant
Shares, based upon the closing bid price for the Shares for each trading day (the Redemption
Right). Once the Redemption Right vests, the Company has the right, but not the obligation, to
redeem the Warrants for $0.001 per Warrant Share covered by the Warrants upon 30 days written
notice to the holders of the Warrants.
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Under the terms of the Purchase Agreement and the Registration Rights Agreement, the Company was
required to prepare and file with the Securities and Exchange Commission (the Commission) a
registration statement covering the resale of the Shares and the Warrant Shares. The Company
agreed to prepare and file a registration statement covering the resale no later than 30 days
after the Closing. Effective July 20, 2007 the registration statement was filed and as a
result, no penalties are due.The Company engaged Roth Capital Partners, LLC, as its exclusive agent to offer the Shares and
Warrants (the Placement Agent). The Placement Agent is entitled to a fee equal to ten percent
(10%) of the gross proceeds derived from the Offering, of which the Placement Agent may, at its
option, receive up to 2% of its 10% fee in securities issued in the Offering. Further, the
Company agreed to pay the Placement Agent 5% of the exercise price of the Warrants promptly
following the Companys receipt thereof. In addition, the Company agreed to reimburse the
Placement Agent for its out-of-pocket expenses related to the Offering, including an up front
payment of $25,000 to cover such expenses, of which any unused amount will be netted against the
Placement Agents 10% fee.The total costs of this private placement were $954,706, comprising of: commissions of $762,505;
out-of-pocket costs of $25,000; and professional fees of $167,201; and have been recorded against
share capital as a cost of financing.The Offering was conducted in reliance upon an exemption from registration under the Securities
Act of 1933, as amended (the Securities Act), including, without limitation, that under Section
506 of Regulation D promulgated under the Securities Act. The Units were offered and sold by the
Company to accredited investors in reliance on Section 506 of Regulation D of the Securities Act
of 1933, as amended.4.
    
    CONCENTRATION OF RISKFinancial Instruments  Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of trade accounts receivable.Concentrations of credit risk with respect to trade receivables are normally limited due to the
number of customers comprising the Companys customer base and their dispersion across different
geographic areas. At June 30, 2007 one customer accounted for 25% of the Companys trade accounts
receivable. The Company performs ongoing credit evaluations of its customers and normally does
not require collateral to support accounts receivable.Purchases  The Company has diversified its sources for product components and finished goods
and, as a result, the loss of a supplier would not have a material impact on the Companys
operations. For the three month period ended June 30, 2007, the Company had five suppliers who
accounted for a total of 29% of gross purchases. For the three month period ended June 30, 2006,
the Company relied on two factories to manufacture certain components of its new MetaTray and
iWhite products, of which one represented 24% of the Companys purchases.Revenues  For the three month period ended June 30, 2007 the Company had five customers that
accounted for 32% of total revenues. For the three months ended June 30, 2006 the Company had one
customer that accounted for 29.4% of total revenues.5.
    
    ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTSA summary of accounts receivable and allowance for doubtful accounts as of June 30, 2007 and
March 31, 2007 is as follows:
 June 30, 2007
    
    March 31, 2007Accounts receivable, gross
    
    $
    1,519,482
    
    
    $
    1,804,117Less: allowance for doubtful accounts
    
    
    (80,827
    )
    
    
    (79,996
    )Accounts receivable, net
    
    $
    1,438,655
    
    
    $
    1,724,121
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6.
    
    INVENTORIESInventories 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:
 June 30, 2007
    
    March 31, 2007Raw materials
    
    $
    28,096
    
    
    $
    30,579Components
    
    
    707,801
    
    
    
    786,728Finished goods
    
    
    205,290
    
    
    
    329,000941,187
    
    
    
    1,146,307Less: reserve for obsolescence
    
    
    (13,505
    )
    
    
    (13,366
    )Net inventory
    
    $
    927,682
    
    
    $
    1,132,941
 7.
    
    PREPAID EXPENSESPrepaid expenses are summarized as follows:
 June 30, 2007
    
    March 31, 2007Prepaid materials and components
    
    $
    487,149
    
    
    $
    394,598Prepaid Belgium income taxes
    
    
    67,525
    
    
    
    66,830Prepaid consulting
    
    
    86,607
    
    
    
    66,830VAT payments in excess of VAT receipts
    
    
    49,681
    
    
    
    47,260Royalties
    
    
    33,763
    
    
    
    33,415Prepaid trade show expenses
    
    
    35,160
    
    
    
    6,523Prepaid rent
    
    
    9,235
    
    
    
    7,054Other
    
    
    29,476
    
    
    
    45,911$
    798,596
    
    
    $
    668,421
 8.
    
    PROPERTY AND EQUIPMENTProperty and equipment are summarized as follows:
 March 31, 2007
    
    March 31, 2007Furniture and Fixtures
    
    $
    137,560
    
    
    $
    137,560Machinery and Equipment
    
    
    609,960
    
    
    
    559,422Tooling
    
    
    188,450
    
    
    
    188,450935,970
    
    
    
    885,432Accumulated depreciation
    
    
    (351,604
    )
    
    
    (295,809
    )Property & equipment, net
    
    $
    584,366
    
    
    $
    589,623
 9.
    
    LICENSED PATENTSTeeth Whitening PatentsIn October 2004, the Company acquired from the inventor the exclusive, perpetual license to two
issued United States patents which are applicable to several teeth whitening products currently
being marketed by the Company. Pursuant to the terms of the license agreement, the Company was
granted an exclusive, worldwide, perpetual license to manufacture, market, distribute and sell
the products contemplated by the patents subject to the payment of $65,000 as reimbursement to
the patent holder for legal and other costs associated with obtaining the patents, which was paid
in October 2004, and royalties for each unit sold subject to an annual minimum royalty of
$100,000 per year. The Company is amortizing the initial cost of $65,000 for these patents over a
ten year period and accordingly has recorded $17,875 of accumulated amortization for this patent
as of June 30, 2007. The Company accrues this royalty when it becomes payable to the inventory
therefore no provision has been made for this obligation as of June 30, 2007.
 12




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##### Table of Contents



Universal Applicator PatentIn September 2004, the Company entered into an agreement with Lident N.V. (Lident), a company
controlled by Mr. De Vreese, the Companys Chairman, to obtain an option, exercisable through
December 31, 2005, to license an international patent (excluding the US) and worldwide
manufacturing and distribution rights for a potential new product which Lident had been assigned
certain rights by the inventors of the products, who are unrelated parties, prior to Mr. De
Vreese association with the Company. The patent is an Italian patent which relates to a single
use universal applicator for dental pastes, salves, creams, powders, liquids and other substances
where manual application could be relevant. The Company has filed to have the patent approved
throughout Europe. The agreement required the Company to advance to the inventors through Lident
a fully refundable
deposit of 100,000 subject to the Companys due diligence regarding the enforceability of the
patent and marketability of the product, which, if viable, would be assigned to the Company for
additional consideration to the inventors of 100,000 and an ongoing royalty from sales of
products related to the patent equal to 3% of net sales and, if not viable, the deposit would be
repaid in full by Lident. The consideration the Company had agreed to pay Lident upon the
exercise of the option is the same as the consideration Lident is obligated to pay the original
inventors. Consequently, Lident would not have profited from the exercise of the option.
Furthermore, at a meeting of the Companys Board of Directors on July 13, 2005, the Board
accepted Lidents offer to facilitate an assignment of Lidents intellectual property rights to
the technology to the Company in exchange for the reimbursement of Lidents actual costs incurred
relating to the intellectual property. Consequently, when the Company exercises the option, all
future payments, other than the reimbursement of costs would be paid directly to the original
inventors and not to Lident.On December 12, 2005, the Company exercised the option and the Company and the patent holder
agreed to revise the assignment agreement whereby the Company agreed to pay 50,000 additional
compensation in the form of prepaid royalties instead of the 100,000 previously agreed,
25,000 of which had been paid by the Company in September 2005 and the remaining 25,000
to be paid upon the Companys first shipment of a product covered by the patent. The patent is
being amortized over five (5) years and accordingly, the Company has recorded $37,639 of
accumulated amortization for this patent as of June 30, 2007.On December 12, 2005, the Company exercised the option and the Company and the patent holder
agreed to revise the assignment agreement whereby the Company agreed to pay 50,000 additional
compensation in the form of prepaid royalties instead of the 100,000 previously agreed,
25,000 of which had been paid by the Company in September 2005 and the remaining 25,000
to be paid upon the Companys first shipment of a product covered by the patent. The patent is
being amortized over five (5) years.10.
    
    LINE OF CREDITOn October 8, 2004, our wholly owned subsidiary, Remedent N.V., obtained a mixed-use line of
credit facility with Fortis Bank, a Belgian bank, for 1,070,000 (the Facility). The
Facility was secured by a first lien on the assets of Remedent N.V. The purpose of the Facility
is to provide working capital to grow our business and to finance certain accounts receivable as
necessary. Since opening the Facility in 2004, Remedent N.V. and Fortis Bank have subsequently
amended the Facility several times to increase or decrease the line of credit. On May 3, 2005 the
Facility was amended to decrease the line of credit to 1,050,000. On March 13, 2006 the
Facility was amended to increase the mixed-use line of credit to 2,300,000, consisting of a
1,800,000 credit line based on the eligible accounts receivable and a  500,000 general
line of credit. The latest amendment to the Facility, dated September 1, 2006, amended and
decreased the mixed-use line of credit to 2,050,000. Each line of credit carries its own
interest rates and fees as provided in the Facility. Remedent N.V. is currently only utilizing
two lines of credit, advances based on account receivables and the straight loan. As of June 30,
2007 and March 31, 2007, Remedent N.V. had, in the aggregate, $1,011,087 and $1,530,276 advances
outstanding, respectively, under this mixed-use line of credit facility.11.
    
    NOTE PAYABLE
 June 30, 2007
    
    March 31, 2007Union Bank Debt:Maturity Dates: April 26, 2005
Interest rate: 7.5% per annum
Security: All of the assets of the
company Unpaid principal balance
    
    $
    11,282
    
    
    $
    11,282Total note payable
    
    $
    11,282
    
    
    $
    11,282
 12.
    
    LONG TERM DEBTOn June 15, 2005, the Company entered into two five year capital lease agreements for
manufacturing equipment totaling 70,296 (US $85,231). On October 24, 2006, the Company
entered into another five year capital lease agreement for additional manufacturing equipment
totaling 123,367 (US $157,503). The leases require monthly payments of principal and interest
at 7.43% of 1,258 (US$1,699 at June 30, 2007) for the first two leases and 9.72% of 2,256
(US$ 3,047 at June 30, 2007) and provide for buyouts at the conclusion of the five year term of
2,820 (US$3,808) or 4.0% of original value for the first two contracts and 4,933 (US $
6,662) or 4.0 % of the original value for the second contract. The book value as of June 30, 2007
and March 31, 2007 of the equipment subject to the foregoing leases are $185,408 and $198,225,
respectively.
 13




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##### Table of Contents



13.
    
    DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONSBalances due to related parties consist of the following:
 June 30, 2007
    
    
    March 31, 2007Demand loan from a former officer and major stockholder
    
    $
    50,536
    
    
    $
    50,536$
    50,536
    
    
    $
    50,536
 Borrowings from employees and entities controlled by officers of the Company are, unsecured,
non-interest bearing, and due on demand.Transactions with related parties consisted of the following:Compensation:During the three month periods ended June 30, 2007 and 2006 respectively, the Company incurred
$156,594 and $144,547 respectively, as compensation for all directors and officers.Sales Transactions:One of the Companys directors owns a minority interest in a client company, IMDS Inc., to which
goods were sold during the years ended March 31, 2007 and 2006 totaling $476,122 and $38,494
respectively. Accounts receivable with this customer totaled $361,129 and $0 as at June 30, 2007
and 2006 respectively.All related party transactions involving provision of services or tangible assets were recorded
at the exchange amount, which is the value established and agreed to by the related parties
reflecting arms length consideration payable for similar services or transfers. Other related
party transactions are disclosed in Supplemental Non-Cash Investing and Financing Activities,
clause (e), and Note 17.14.
    
    ACCRUED LIABILITIESAccrued liabilities are summarized as follows:
 June 30, 2007
    
    March 31, 2007Accrued private placement costs
    
    $
    890,473
    
    
    $
    Accrued employee benefit taxes
    
    
    208,211
    
    
    
    260,676Commissions
    
    
    6,293
    
    
    
    2,834Accrued audit and tax preparation fees
    
    
    28,000
    
    
    
    27,282Reserve for warranty costs
    
    
    20,255
    
    
    
    20,049Accrued interest
    
    
    759
    
    
    
    6,180Accrued consulting fees
    
    
    14,397
    
    
    
    2,528Other accrued expenses
    
    
    102,478
    
    
    
    92,886$
    1,270,869
    
    
    $
    412,435
 15.
    
    EQUITY COMPENSATION PLANSThe Board of Directors and stockholders approved the Nonstatutory Stock Option Plan (the 2001
Plan) and adopted it on May 29, 2001. The Company has reserved 250,000 shares of its common
stock for issuance to the directors, employees and consultants under the Plan. The Plan is
administered by the Board of Directors. Vesting terms of the options range from immediately to
five years.
 14




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##### Table of Contents



Pursuant to an Information Statement on Schedule 14C mailed on May 9, 2005 to all stockholders of
record as of the close of business on February 1, 2005 and became effective June 3, 2005, the
Company authorized the implementation of a 2004 Incentive and Nonstatutory Stock Option Plan
(2004 Plan) reserving 800,000 shares of common stock for issuance to employees, directors and
consultants of the Company or any subsidiaries. This plan became effective as of June 3, 2005
after the Company had completed a one for twenty reverse split.On October 1, 2006, the Company granted to a marketing consultant 25,000 options to purchase the
Companys common stock at
a price of $1.80 per share. These options vested immediately upon grant and are exercisable for a
period of five years. The Company valued the foregoing options using the Black Scholes option
pricing model using the following assumptions: no dividend yield; expected volatility rate of
91.58%; risk free interest rate of 5% and an average life of 5 years resulting in a value of
$1.298 per option granted.On June 14, 2006, pursuant to an S-8 filed with the SEC, the Company registered 1,150,000 common
shares, pursuant to compensation arrangements.A summary of the option activity for the three months ended June 30, 2007 pursuant to the terms
of the plans is as follows:
 2001 Plan
    
    
    2004 PlanWeighted
    
    
    
    
    
    
    WeightedOutstanding
    
    
    Average
    
    
    Outstanding
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceOptions outstanding , March 31, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    3.19Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options outstanding, June 30, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    3.19Options exercisable June 30, 2007
    
    
    222,500
    
    
    $
    1.29
    
    
    
    210,666
    
    
    $
    3.19Exercise price range
    
    $
    1.00 to $4.00
    
    
    
    
    
    
    $
    2.46 to $4.00Weighted average remaining life
    
    4.8 years
    
    
    
    
    
    
    2.1 yearsShares available for future issuance
    
    
    27,500
    
    
    
    
    
    
    
    589,334
 A summary of the Companys equity compensation plans approved and not approved by shareholders is
as follows:
 Number of
    
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    
    
    
    
    remaining available forissued upon
    
    
    
    
    
    
    future issuance underexercise of
    
    
    Weighted-average
    
    
    equity compensationof outstanding
    
    
    exercise price of
    
    
    plans (excludingoptions, warrants
    
    
    outstanding options
    
    
    securities reflectedPlan Category
    
    and right
    
    
    warrants and rights
    
    
    in column (a))Equity Compensation Plans approved by security holders
    
    
    433,166
    
    
    $
    2.22
    
    
    
    616,834Equity Compensation Plans not approved by security holders
    
    
    297,298
    
    
    $
    1.50
    
    
    NA730,464
    
    
    $
    1.93
    
    
    
    616,834
 Prior to January 1, 2006, the Company accounted for employee stock-based compensation under the
recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25,
Accounting for Stock Issued to Employees, and related Interpretations, as permitted by SFAS No.
123, Accounting for Stock-Based Compensation. Under the recognition principles of APB No. 25,
compensation expense related to restricted stock and performance units was recognized in the
financial statements. However, APB No. 25 generally did not require the recognition of
compensation expense for stock options because the exercise price of these instruments was
generally equal to the fair value of the underlying common stock on the date of grant, and the
related number of shares granted were fixed at that point in time.Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No.
123(R), Share-Based Payment. In addition to recognizing compensation expense related to
restricted stock and performance units, SFAS No. 123(R) also requires recognition of compensation
expense related to the estimated fair value of stock options. The Company adopted SFAS No. 123(R)
using the modified-prospective-transition method under which no
restatement of prior periods is made for the fair value recognition
of compensation cost. Under the modified-prospective-transition method, compensation
expense recognized subsequent to adoption includes: (a) compensation cost for all share-based
payments granted prior to, but not yet vested as of January 1, 2006, based on the values
estimated in accordance with the original provisions of SFAS No. 123, and (b)
 15




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##### Table of Contents



compensation cost
for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair
values estimated in accordance with the provisions of SFAS No. 123(R). Consistent with the
modified-prospective-transition method, the Companys results of operations for prior periods
have not been adjusted to reflect the adoption of FAS 123(R). For the three months ended June 30,
2007 the Company recognized $nil (2006  $113,709) in compensation expense in the consolidated
statement of operations.
 16.
    
    COMMON STOCK WARRANTS AND OTHER OPTIONSOn February 10, 2006, the Company issued to an individual the right to purchase 150,000 shares of
the Companys common stock at an exercise price of $2.60 per share for a term of five (5) years
pursuant to the terms and conditions of a Stock Option Agreement as consideration for past
services performed and the release of any and all claims under this individuals prior agreements
with the Company. The 150,000 options have been valued in accordance with the Black-Scholes
pricing model utilizing an historic volatility factor of 1.55, a risk free interest rate of 4.5%
and an expected life for the options of five years, resulting in a value of $2.41 per option
granted for a total for the warrants of $361,500. The value of this option grant was recorded as
of December 31, 2005 as a research and development expense.In November 2006, the Company entered into a Settlement Agreement and Release (Settlement
Agreement) with this individual pursuant to which the prior agreement was terminated. In
connection with the Settlement Agreement, the Company agreed to pay this individual $65,000 in
settlement of all accounts which was recorded as an expense as of the date of the Settlement
Agreement and he in turn agreed to the cancellation of his options to purchase 150,000 shares of
the Companys common stock in exchange for certain product rights that the Company had elected
not to pursue.As of June 30, 2007, the Company has 7,301,901 warrants to purchase the Companys common stock
outstanding that were not granted under shareholder approved equity compensation plans at prices
ranging between $1.20 and $10.00 per share with expiration dates between August 2007 and June
2012 as follows:
 WeightedOutstanding
    
    
    Average ExerciseWarrants
    
    
    PriceWarrants and options outstanding , March 31, 2007
    
    
    3,105,651
    
    
    $
    1.72Granted
    
    
    4,200,000
    
    
    
    1.55Cancelled or expired
    
    
    (3,750
    )
    
    
    Warrants exercisable June 30, 2007
    
    
    7,301,901
    
    
    $
    1.76Exercise price range
    
    $1.20to$10.00Weighted average remaining life
    
    4.98Years
 16




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##### Table of Contents



17.
    
    SEGMENT INFORMATIONThe Companys only operating segment consists of dental products and oral hygiene products sold
by Remedent N.V. The other subsidiaries of the Company have been dormant since inception. Since
the Company only has one segment, no further segment information is presented.Customers Outside of the United States
 June 30, 2007
    
    
    June 30, 2006U.S. sales
    
    $
    33,777
    
    
    $
    42,986Foreign sales
    
    
    1,210,880
    
    
    
    1,216,653$
    1,244,657
    
    
    $
    1,259,639
 18.
    
    COMMITMENTS AND CONTINGENCIESReal Estate LeaseThe Company leases its 26,915 square feet office and warehouse facility in Deurle, Belgium from
an unrelated party pursuant to a nine year lease commencing December 20, 2001 at a base rent of
6,838 per month ($9,235 per month at June 30, 2007). In addition, the Company is responsible
for the payment of annual real estate taxes for the property which totaled  3,245 ($4,382)
for calendar year 2006. The minimum aggregate rent to be paid over the remaining lease term based
upon the conversion rate for the  at June 30, 2007 is $273,533. Rent expense for the
foregoing lease for the three months ended June 30, 2007 and June 30, 2006 was $31,342 and
$51,071 respectively.From November 2, 2005 to July 2006, the Company leased an office space in Los Angeles, California
on a month to month base. The monthly rent was $4,675.Equipment LeaseIn November 2004, the Company leased new computer equipment from a Belgium based Lessor pursuant
to a three year operating lease with monthly payments of 1,005 ($1,357 per month at June 30,
2007). The aggregate rent to be paid over the remaining lease term is $6,786.Minimum monthly lease payments for real estate, and all other leased equipment for the next four
years are as follows based upon the conversion rate for the (Euro) at June 30, 2007.
 March 31, 2008
    
    $
    223,271March 31, 2009
    
    $
    202,689March 31, 2010
    
    $
    142,394March 31, 2011
    
    $
    35,994
 19.
    
    SUBSEQUENT EVENTSNone
 17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition or Plan of Operations
  Overview
   ® ®
  18




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##### Table of Contents



Our Critical Accounting Policies
  Results of Operations
   For the three months endedJune 30,2007
    
    2006NET SALES
    
    
    100.00
    %
    
    
    100.00
    %COST OF SALES
    
    
    53.46
    %
    
    
    57.55
    %GROSS PROFIT
    
    
    46.54
    %
    
    
    42.45
    %OPERATING EXPENSESResearch and development
    
    
    2.36
    %
    
    
    9.67
    %Sales and marketing
    
    
    8.29
    %
    
    
    29.84
    %General and administrative
    
    
    59.81
    %
    
    
    64.63
    %Non cash restructuring expense
    
    
    0.00
    %
    
    
    0.00
    %Depreciation and amortization
    
    
    5.27
    %
    
    
    3.18
    %TOTAL OPERATING EXPENSES
    
    
    75.74
    %
    
    
    107.32
    %INCOME (LOSS) FROM OPERATIONS
    
    
    (29.21
    )%
    
    
    (64.87
    )%Other income (expense)
    
    
    (29.21
    )%
    
    
    (64.87
    )%INCOME (LOSS) BEFORE INCOME
TAXES AND MINORITY INTEREST
    
    
    (31.41%
    )%
    
    
    (64.81
    )%Minority interest
    
    
    0.00
    %
    
    
    0.00
    %Income tax benefit (expense)
    
    
    0.00
    %
    
    
    0.00
    %NET INCOME (LOSS)
    
    
    (31.41
    )%
    
    
    (64.81
    )%
 19




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##### Table of Contents



Net Sales
   Cost of Sales
   Gross Profit
  Operating Expenses
 Research and Development
 Sales and marketing costs
 General and administrative costs
 Depreciation and amortization
 20




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##### Table of Contents



Net interest expense
 Liquidity and Capital Resources
 Cash and Cash equivalent
  Operations
  Investing activities
  Financing activities
  Off-Balance Sheet Arrangements
  
 Item 3. Controls and Procedures
   21




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22




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sale of Equity Securities
   
 Item 3. Defaults In Senior Securities.
  
 Item 4. Submission Of Matters To A Vote Of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits
  Exhibit No.
 Exhibit No.
    
    Description2.1
    
    Stock Exchange Agreement with Resort World Enterprises, Inc. (1)3.1
    
    Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada
corporation, dated July 31, 1986 (1)
 23




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##### Table of Contents



Exhibit No.
    
    Description3.2
    
    Amendment to Articles of Incorporation changing name from Jofran Confectioners
International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.3
    
    Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a
Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated
January 9, 1987 (1)3.4
    
    Amendment to Articles of Incorporation changing name from Cliff Graphics International,
Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated
March 8, 1995 (1)3.5
    
    Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a
Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated
November 20, 1997 (1)3.6
    
    Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions,
Inc., a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation,
dated August 18, 1998 (1)3.7
    
    Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc.,
a Nevada corporation, to Remedent, Inc., dated October 5, 1998 (1)3.8
    
    Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to
Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2)3.9
    
    Amended and Restated Bylaws (2)4.1
    
    Specimen of Stock Certificate (7)4.2
    
    Form of Subscription Agreement (5)4.3
    
    Form of Warrant for Common Stock (5)4.4
    
    Form of Registration Rights Agreement (5)4.5
    
    Form of Warrant for Unit (8)4.6
    
    Form of Warrant for Common Stock (17)10.1
    
    Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001 (1)10.2
    
    2004 Incentive and Nonstatutory Stock Option Plan (8)10.3
    
    Exchange Agreement by and among Remedent, Inc. and Lausha, N.V. and Robin List dated June3, 2005 (2)10.4
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
May 3, 2005, subject to General Terms and Conditions (6)10.5
    
    Exclusive License Agreement between Remedent, Inc. and Dan Darnell dated October 11, 2004
(6)10.6
    
    Amendment to Development Agreement between Remedent, Inc. and P. Michael Williams dated
August 4, 2004 (6)
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##### Table of Contents



Exhibit No.
    
    Description10.7
    
    Option Agreement between Remedent, N.V. and Lident NV dated July 6, 2004 (6)10.8
    
    Development Agreement between Remedent, Inc. and P. Michael Williams dated March 15, 2004
(6)10.9
    
    Convertible Promissory Note dated March 23, 2004 (3)10.10
    
    Letter Agreement by and between MDB Capital Group, Inc. and Remedent, Inc. dated
September 22, 2003 (6)10.11
    
    Stock Purchase Agreement with Dental Advisors, dated September 14, 2001 (1)10.12
    
    Asset Purchase Agreement for IMDS, dated January 15, 2001 (1)10.13
    
    Stock Purchase Agreement, dated January 11, 2002 (1)10.14
    
    Stock Purchase Agreement, dated May 1, 2002 (1)10.15
    
    Securities Purchase Agreement dated July 6, 2005 (5)10.16
    
    Registration Rights Agreement dated July 6, 2005 (5)10.17
    
    Warrant dated July 6, 2005 (5)10.18
    
    Amendment to Warrant (8)10.19
    
    Employment Agreement between Remedent N.V. and Philippe Van Acker (7)10.20
    
    Agreement between Remedent N.V. and Omega Pharma NV dated as of September 9, 2003(8)10.21
    
    Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated
September 24, 2003 (7)10.22
    
    Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated
February 4, 2004 (7)10.23
    
    Lease Agreement dated December 20, 2001 (7)10.24
    
    Consulting Agreement between Remedent, Inc., and P. Michael Williams dated February 10,
2006 (9)10.25
    
    Consulting Agreement between Remedent, Inc. and Pierre Fabre Medicament S.A. dated
December 21, 2005 (10)10.26
    
    Agreement between Remedent N.V, and Chefaro Pharma Italia S.R.L. dated February 15, 2006
(11)10.27
    
    Exclusive License and Distribution Agreement between Remedent and Dream Life dated March
22, 2006 (12)10.28
    
    Employment Agreement between Remedent, Inc. and Judd D. Hoffman (8)
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Exhibit No.
    
    Description10.29
    
    Employment Severance Agreement between Remedent, Inc. and Judd D. Hoffman (13)10.30
    
    Fortis Bank General Lending Conditions for Corporate Customers (General Terms and
Conditions) (14)10.31
    
    Line of Credit Agreement by and between Remedent, N.V. and Fortis Bank dated September 8,
2004, subject to the General Terms and Conditions (14)10.32
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
March 13, 2006, subject to the General Terms and Conditions (15)10.33
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
September 1, 2006, subject to the General Terms and Conditions (16)10.34
    
    Purchase Agreement between Remedent, Inc. and certain Investors, dated June 20, 2007 (17)10.35
    
    Registration Rights Agreement between Remedent, Inc. and certain Investors, dated
June 20, 2007 (17)31.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
 
 (1)
    
    Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July
24, 2002.(2)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.(3)
    
    Incorporated by reference from Form 10-KSB/A filed with the SEC on February 8, 2005.(4)
    
    Incorporated by reference from Form 10-KSB filed with the SEC on July 15, 2003.(5)
    
    Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005.(6)
    
    Incorporated by reference from Form 10-KSB filed with the SEC on July 14, 2005.(7)
    
    Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.(8)
    
    Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005(9)
    
    Incorporated by reference from Form 8-K filed with the SEC on February 16, 2006.(10)
    
    Incorporated by reference from Form 10-QSB filed with the SEC on February 21, 2006.(11)
    
    Incorporated by reference from Form 8-K filed with the SEC on February 22, 2006.(12)
    
    Incorporated by reference from Original Filing on Form 10-KSB filed with the SEC on July 14,
2006.(13)
    
    Incorporated by reference from Form 10-QSB filed with the SEC on August 21, 2006.(14)
    
    Incorporated by reference from Form 10-KSB/A2 filed with the SEC on June 11, 2007.(15)
    
    Incorporated by reference from Form 10-KSB/A filed with the SEC on June 11, 2007.(16)
    
    Incorporated by reference from Form 10-QSB/A filed with the SEC on June 11, 2007.(17)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 27, 2007. 26




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##### Table of Contents



SIGNATURES
  REMEDENT, INC./s/ Robin ListDated: August 20, 2007
    
    By: Robin ListIts: Chief Executive Officer (PrincipalExecutive Officer) and Director/s/ Philippe Van AckerDated: August 20, 2007
    
    By: Philippe Van AckerIts: Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer)
 27




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##### Table of Contents



Exhibit No.
    
    Description2.1
    
    Stock Exchange Agreement with Resort World Enterprises, Inc. (1)3.1
    
    Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.2
    
    Amendment to Articles of Incorporation changing name from Jofran Confectioners
International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada
corporation, dated July 31, 1986 (1)3.3
    
    Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a
Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated
January 9, 1987 (1)3.4
    
    Amendment to Articles of Incorporation changing name from Cliff Graphics International,
Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated
March 8, 1995 (1)3.5
    
    Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a
Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated
November 20, 1997 (1)3.6
    
    Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions,
Inc., a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation,
dated August 18, 1998 (1)3.7
    
    Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc.,
a Nevada corporation, to Remedent, Inc., dated October 5, 1998 (1)3.8
    
    Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to
Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005 (2)3.9
    
    Amended and Restated Bylaws (2)4.1
    
    Specimen of Stock Certificate (7)4.2
    
    Form of Subscription Agreement (5)4.3
    
    Form of Warrant for Common Stock (5)4.4
    
    Form of Registration Rights Agreement (5)4.5
    
    Form of Warrant for Unit (8)4.6
    
    Form of Warrant for Common Stock (17)10.1
    
    Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001 (1)10.2
    
    2004 Incentive and Nonstatutory Stock Option Plan (8)10.3
    
    Exchange Agreement by and among Remedent, Inc. and Lausha, N.V. and Robin List dated June
3, 2005 (2)




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##### Table of Contents



Exhibit No.
    
    Description10.4
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
May 3, 2005, subject to General Terms and Conditions (6)10.5
    
    Exclusive License Agreement between Remedent, Inc. and Dan Darnell dated October 11, 2004
(6)10.6
    
    Amendment to Development Agreement between Remedent, Inc. and P. Michael Williams dated
August 4, 2004 (6)10.7
    
    Option Agreement between Remedent, N.V. and Lident NV dated July 6, 2004 (6)10.8
    
    Development Agreement between Remedent, Inc. and P. Michael Williams dated March 15, 2004
(6)10.9
    
    Convertible Promissory Note dated March 23, 2004 (3)10.10
    
    Letter Agreement by and between MDB Capital Group, Inc. and Remedent, Inc. dated
September 22, 2003 (6)10.11
    
    Stock Purchase Agreement with Dental Advisors, dated September 14, 2001 (1)10.12
    
    Asset Purchase Agreement for IMDS, dated January 15, 2001 (1)10.13
    
    Stock Purchase Agreement, dated January 11, 2002 (1)10.14
    
    Stock Purchase Agreement, dated May 1, 2002 (1)10.15
    
    Securities Purchase Agreement dated July 6, 2005 (5)10.16
    
    Registration Rights Agreement dated July 6, 2005 (5)10.17
    
    Warrant dated July 6, 2005 (5)10.18
    
    Amendment to Warrant (8)10.19
    
    Employment Agreement between Remedent N.V. and Philippe Van Acker (7)10.20
    
    Agreement between Remedent N.V. and Omega Pharma NV dated as of September 9, 2003(8)10.21
    
    Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated
September 24, 2003 (7)10.22
    
    Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated
February 4, 2004 (7)10.23
    
    Lease Agreement dated December 20, 2001 (7)10.24
    
    Consulting Agreement between Remedent, Inc., and P. Michael Williams dated February 10,
2006 (9)10.25
    
    Consulting Agreement between Remedent, Inc. and Pierre Fabre Medicament S.A. dated
December 21, 2005 (10)




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##### Table of Contents



Exhibit No.
    
    Description10.26
    
    Agreement between Remedent N.V, and Chefaro Pharma Italia S.R.L. dated February 15, 2006
(11)10.27
    
    Exclusive License and Distribution Agreement between Remedent and Dream Life dated March
22, 2006 (12)10.28
    
    Employment Agreement between Remedent, Inc. and Judd D. Hoffman (8)10.29
    
    Employment Severance Agreement between Remedent, Inc. and Judd D. Hoffman (13)10.30
    
    Fortis Bank General Lending Conditions for Corporate Customers (General Terms and
Conditions) (14)10.31
    
    Line of Credit Agreement by and between Remedent, N.V. and Fortis Bank dated September 8,
2004, subject to the General Terms and Conditions (14)10.32
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
March 13, 2006, subject to the General Terms and Conditions (15)10.33
    
    Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated
September 1, 2006, subject to the General Terms and Conditions (16)10.34
    
    Purchase Agreement between Remedent, Inc. and certain Investors, dated June 20, 2007 (17)10.35
    
    Registration Rights Agreement between Remedent, Inc. and certain Investors, dated
June 20, 2007 (17)31.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
 
 (1)
    
    Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July
24, 2002.(2)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.(3)
    
    Incorporated by reference from Form 10-KSB/A filed with the SEC on February 8, 2005.(4)
    
    Incorporated by reference from Form 10-KSB filed with the SEC on July 15, 2003.(5)
    
    Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005.(6)
    
    Incorporated by reference from Form 10-KSB filed with the SEC on July 14, 2005.(7)
    
    Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.(8)
    
    Incorporated by reference from Form SB-2/A filed with the SEC on October 26, 2005(9)
    
    Incorporated by reference from Form 8-K filed with the SEC on February 16, 2006.(10)
    
    Incorporated by reference from Form 10-QSB filed with the SEC on February 21, 2006.(11)
    
    Incorporated by reference from Form 8-K filed with the SEC on February 22, 2006.(12)
    
    Incorporated by reference from Original Filing on Form 10-KSB filed with the SEC on July 14,
2006.(13)
    
    Incorporated by reference from Form 10-QSB filed with the SEC on August 21, 2006.(14)
    
    Incorporated by reference from Form 10-KSB/A2 filed with the SEC on June 11, 2007.(15)
    
    Incorporated by reference from Form 10-KSB/A filed with the SEC on June 11, 2007.(16)
    
    Incorporated by reference from Form 10-QSB/A filed with the SEC on June 11, 2007.(17)
    
    Incorporated by reference from Form 8-K filed with the SEC on June 27, 2007.