UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



Amendment No. 2





(Mark One)



x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended June 30, 2013



 ̈ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____.



Commission
File No. 001-15975



REMEDENT, INC.

(Exact Name of Registrant as Specified
in Its Charter)



|Nevada                                                                 |  | 86-0837251                                     
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State or Other Jurisdiction
        Of Incorporation or Organization) |  | (I.R.S. Employer Identification
        Number)
|                                                                       |  |                                                
|Zuiderlaan 1-3 bus 8,
    9000 Ghent, Belgium                          |  | N/A                                            
|(Address of Principal Executive Offices)                               |  | (Zip Code)                                     



Registrant’s telephone number, including
area code 011 32 9 241 58 80



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 xNo
 ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

Yes xNo
 ̈



Indicate by checkmark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):



|Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈
|--------------------------------------------- | - | ------------------------- | -
|                                              |   |                           |  
|Non-accelerated filer                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                          



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈No
x



As of August 14, 2013, there were 19,995,969 outstanding shares
of the registrant’s common stock, includes 723,000 shares of treasury stock.



EXPLANATORY NOTE



We are filing this Amendment
No. 2 on Form 10-Q/A because the financial statements as originally filed in our June 30, 2013 10-Q were not reviewed by
an independent public accountant and the Amended Form 10-Q/A includes financial statements that have been reviewed by a
registered independent public accountant.















REMEDENT, INC.



FORM 10-Q/A INDEX





|                                                                                                                                  |  | Page Number
|--------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                                                  |  |            
|PART I – FINANCIAL INFORMATION                                                                                                    |  |            
|Item 1.  Financial
    Statements                                                                                                 |  |            
|Review Report of Independent
    Registered Public Accounting Firm                                                                |  | 1          
|Consolidated Balance
    Sheets as of June 30, 2013 (Unaudited) and March 31, 2013                                                |  | 2          
|Consolidated Statements
    of Operations for the Three Months Ended June 30, 2013 and June 30, 2012 (Unaudited)                  |  | 3          
|Consolidated Statements
    of Comprehensive Income (Loss) for the Three Months Ended June 30, 2013 and June 30, 2012 (Unaudited) |  | 4          
|Consolidated Statements
    of Cash Flows for the Three Months Ended June 30, 2013 and June 30, 2012 (Unaudited)                  |  | 5          
|Notes to Consolidated
    Financial Statements (Unaudited)                                                                        |  | 6          
|Item 2.  Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                                |  | 18         
|Item 3.    Quantitative
    and Qualitative Disclosures About Market Risk                                                         |  | 21         
|Item 4.  Controls
    and Procedures                                                                                              |  | 21         
|                                                                                                                                  |  |            
|PART II – OTHER INFORMATION                                                                                                       |  |            
|Item 1.     Legal
    Proceedings                                                                                                 |  | 22         
|Item 1A.  Risk
    Factors                                                                                                        |  | 22         
|Item 2.     Unregistered
    Sales of Equity Securities and Use of Proceeds                                                       |  | 22         
|Item 3.     Defaults
    Upon Senior Securities                                                                                   |  | 22         
|Item 4.     [Removed
    and Reserved.]                                                                                           |  | 22         
|Item 5.     Other
    Information                                                                                                 |  | 22         
|Item 6.     Exhibits                                                                                                              |  | 23         
|Signature Page                                                                                                                    |  | 24         















PART I – FINANCIAL INFORMATION

Item 1.





Review
report of Independent registered public Accounting firm







To the Board of Directors and Stockholders
ofRemedent, Inc.



We have reviewed the accompanying condensed
consolidated balance sheet of Remedent, Inc. and its subsidiaries (the “Company”) as of June 30, 2013, and the related
condensed consolidated statements of operations, comprehensive income/(loss) and cash flows for the three-month period then ended.
This interim financial information is the responsibility of the Company's management.



The comparative figures in the condensed
consolidated interim financial statements of the Company as at June 30, 2013 were reviewed by other independent accountants; also,
the consolidated financial statements as of March 31, 2013, and for the year then ended, have been audited by Grant Thornton Bedrijfsrevisoren
CVBA, Brussels, Belgium, whose report thereon was dated July 15, 2013.



We conducted
our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards generally accepted in the UnitesStates of America, the objective of which is the
expression of an opinion regarding the financial statementstaken as a whole. Accordingly, we do not
express such an opinion.



Based on our review, we are not aware of
any material modifications that should be made to the accompanying interim financial information for it to be in conformity with
accounting principles generally accepted in the United States of America.





Brussels, Belgium, November 8, 2013





Vandelanotte Bedrijfsrevisoren CVBA

Statutory auditors, represented by









/s/René Van Asbroeck

Registered Auditor



|Vandelanotte Bedrijfsrevisoren
        Buro&Design Center, Esplanade
        1/85
        B-1020 Brussels
        www.vandelanotte.be | Burgerlijke vennootschap die 
de rechtsvorm van
        een CVBA 
heeft aangenomen.
|------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------
|T +32 2 427 44 53
        F +32 2 426 72 26                                                                                           | RPR Kortrijk
        BE 0433.608.707                                               





1









REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                              |  | June 30, 2013 |             |   | March 31, 2013 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | -------------- | -
|                                                                                                                                                              |  | (unaudited)   |             |   |                |  
|ASSETS                                                                                                                                                        |  |               |             |   |                |  
|CURRENT ASSETS:                                                                                                                                               |  |               |             |   |                |  
|Cash and cash equivalents                                                                                                                                     |  | $             | 46,269      |   |                | $
|Accounts receivable, net of allowance
    for doubtful accounts of $4,902 at June 30,     2013 and $4,833 at March 31, 2013                                   |  |               | 643,227     |   |                |  
|Inventories, net                                                                                                                                              |  |               | 959,375     |   |                |  
|Prepaid expense                                                                                                                                               |  |               | 484,780     |   |                |  
|Total current assets                                                                                                                                          |  |               | 2,133,651   |   |                |  
|                                                                                                                                                              |  |               |             |   |                |  
|PROPERTY AND EQUIPMENT, NET                                                                                                                                   |  |               | 666,083     |   |                |  
|OTHER ASSETS                                                                                                                                                  |  |               |             |   |                |  
|Investment in GlamSmile Asia Ltd                                                                                                                              |  |               | 2,599,119   |   |                |  
|Investment in MFI (Note 3)                                                                                                                                    |  |               | 787,339     |   |                |  
|Patents, net                                                                                                                                                  |  |               | 28,939      |   |                |  
|Total assets                                                                                                                                                  |  | $             | 6,215,131   |   |                | $
|                                                                                                                                                              |  |               |             |   |                |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY
    (DEFICIT)                                                                                                            |  |               |             |   |                |  
|CURRENT LIABILITIES:                                                                                                                                          |  |               |             |   |                |  
|Current portion, long term debt                                                                                                                               |  | $             | 1,192,501   |   |                | $
|Line of Credit                                                                                                                                                |  |               | 840,725     |   |                |  
|Accounts payable                                                                                                                                              |  |               | 959,095     |   |                |  
|Accrued liabilities                                                                                                                                           |  |               | 400,188     |   |                |  
|Deferred revenue                                                                                                                                              |  |               | 144,605     |   |                |  
|Due to related parties                                                                                                                                        |  |               | 1,876       |   |                |  
|Total current liabilities                                                                                                                                     |  |               | 3,538,990   |   |                |  
|Long term debt less
    current portion                                                                                                                       |  |               | 1,131,364   |   |                |  
|Total liabilities                                                                                                                                             |  |               | 4,670,354   |   |                |  
|                                                                                                                                                              |  |               |             |   |                |  
|EQUITY:                                                                                                                                                       |  |               |             |   |                |  
|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, 19,995,969 shares issued and outstanding at June 30, 2013 and March 31, 2013 respectively) |  |               | 19,996      |   |                |  
|Treasury stock, at cost; 723,000 shares
    outstanding at June 30, 2013 and March 31, 2013 respectively                                                      |  |               | (831,450    | ) |                |  
|Additional paid-in capital                                                                                                                                    |  |               | 24,906,269  |   |                |  
|Accumulated deficit                                                                                                                                           |  |               | (21,551,712 | ) |                |  
|Accumulated other comprehensive income
    (loss) (foreign currency translation adjustment)                                                                   |  |               | (1,113,188  | ) |                |  
|Obligation to issue
    shares (Note 3)                                                                                                                       |  |               | 97,500      |   |                |  
|Total Remedent, Inc.
    stockholders’ equity                                                                                                                 |  |               | 1,527,415   |   |                |  
|Non-controlling interest                                                                                                                                      |  |               | 17,362      |   |                |  
|Total stockholders’
    equity                                                                                                                                |  |               | 1,544,777   |   |                |  
|Total liabilities
    and equity                                                                                                                              |  | $             | 6,215,131   |   |                | $



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





2









REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)







|                                          |  | For the three months ended |           
|----------------------------------------- |  | -------------------------- | ----------
|                                          |  | June 30,                   |           
|                                          |  | 2013                       |           
|                                          |  |                            |           
|Net sales                                 |  | $                          | 699,252   
|Cost of sales                             |  |                            | 263,020   
|Gross
    profit                          |  |                            | 436,232   
|Operating Expenses                        |  |                            |           
|Research and development                  |  |                            | 23,597    
|Sales and marketing                       |  |                            | 189,381   
|General and administrative                |  |                            | 244,328   
|Depreciation
    and amortization         |  |                            | 59,543    
|TOTAL
    OPERATING EXPENSES              |  |                            | 516,849   
|(LOSS) INCOME FROM
    OPERATIONS         |  |                            | (80,617   
|OTHER (EXPENSES) INCOME                   |  |                            |           
|Equity income (loss)
    from investments |  |                            | 157,547   
|Interest expense                          |  |                            | (28,618   
|Interest (other) income                   |  |                            | 7,235     
|Other
    (expenses) income               |  |                            | (2,688    
|TOTAL
    OTHER (EXPENSES) INCOME         |  |                            | 133,476   
|                                          |  |                            |           
|NET
    INCOME (LOSS)                     |  | $                          | 52,859    
|                                          |  |                            |           
|(LOSS) INCOME PER SHARE                   |  |                            |           
|Basic                                     |  | $                          | (0.00     
|Fully
    diluted                         |  | $                          | (0.00     
|                                          |  |                            |           
|WEIGHTED AVERAGE SHARES OUTSTANDING       |  |                            |           
|Basic                                     |  |                            | 19,995,969
|Fully
    diluted                         |  |                            | 19,995,969





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



3









REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (LOSS)

(Unaudited)





|                                            |  | For the three months
    ended June 30, |       
|------------------------------------------- |  | --------------------------------------- | ------
|                                            |  | 2013                                    |       
|                                            |  |                                         |       
|NET INCOME (LOSS)                           |  | $                                       | 52,859
|                                            |  |                                         |       
|OTHER COMPREHENSIVE                         |  |                                         |       
|INCOME (LOSS):                              |  |                                         |       
|Foreign
    currency translation adjustment |  |                                         | 5,074 
|                                            |  |                                         |       
|COMPREHENSIVE INCOME
    (LOSS)             |  | $                                       | 57,933



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





4









REMEDENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                                                        |  | For the three months ended |         
|--------------------------------------------------------------------------------------- |  | -------------------------- | --------
|                                                                                        |  | June 30,                   |         
|                                                                                        |  | 2013                       |         
|                                                                                        |  |                            |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |  |                            |         
|Net income (loss)                                                                       |  | $                          | 52,859  
|Adjustments to reconcile net income (loss)
    to net cash used by operating activities |  |                            |         
|Depreciation and amortization                                                           |  |                            | 59,543  
|Inventory reserve                                                                       |  |                            | 1,269   
|Allowance for doubtful
    accounts                                                     |  |                            | 69      
|Changes in operating assets and liabilities:                                            |  |                            |         
|Equity investment                                                                       |  |                            | (157,547
|Accounts receivable                                                                     |  |                            | 304,744 
|Inventories                                                                             |  |                            | 32,432  
|Prepaid expenses                                                                        |  |                            | 81,720  
|Accounts payable                                                                        |  |                            | 1,895   
|Accrued liabilities                                                                     |  |                            | (402,045
|Deferred revenue                                                                        |  |                            | (4,524  
|Due
    to related parties                                                              |  |                            | 1,876   
|Net cash used by
    operating activities                                               |  |                            | (27,709 
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |  |                            |         
|Purchase of patent rights                                                               |  |                            | (5,869  
|Purchases of equipment                                                                  |  |                            | (65,040 
|Net cash used by
    investing activities                                               |  |                            | (70,909 
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |  |                            |         
|Net (repayments of) capital lease note
    payable                                      |  |                            | (5,315  
|Proceeds from line
    of credit                                                        |  |                            | 4,370   
|Net cash provided
    by financing activities                                           |  |                            | (945    
|NET (DECREASE) INCREASE
    IN CASH                                                     |  |                            | (99,563 
|Effect of exchange rate changes on cash
    and cash equivalents                        |  |                            | 81,328  
|CASH AND CASH EQUIVALENTS,
    BEGINNING                                                |  |                            | 64,504  
|CASH AND CASH EQUIVALENTS,
    ENDING                                                   |  | $                          | 46,269  
|Supplemental Information:                                                               |  |                            |         
|Interest
    paid                                                                       |  | $                          | 16,152  
|Income
    taxes paid                                                                   |  | $                          | —       



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









5









REMEDENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.    DESCRIPTION OF THE COMPANY AND
BASIS OF PRESENTATION



The Company is a manufacturer
and distributor of cosmetic dentistry products, including a full line of professional dental tooth whitening products which
are distributed in Europe, Asia and the United States. The Company manufactures many of its products in Ghent, Belgium as well
as outsourced manufacturing in its facility in Beijing, China and in France.  The Company distributes its products using
both its own internal sales force and through the use of third party distributors.



In these notes, the terms “Remedent”,
“Company”, “we”, “us” or “our” mean Remedent, Inc. and all of its subsidiaries,
whose operations are included in these consolidated financial statements.



The Company’s financial
statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in
the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.



As of June 30, 2013 the Company
had working capital deficit of $1,405,339 and an accumulated deficit of $21,551,712. In the second half of the financial year
ending March 31, 2013 management of the Company has taken measures to reduce general expenses and to increase sales prices which
should have a positive impact on the results, the cash flow and the liquidity of the Company. Management is also convinced
that, in case of necessity, important cash flows can be generated by the sale of investments of the Company. However, additional
funding may be required in order to support the Company’s operations and the execution of its business plan. These
risks, among others, are also discussed in ITEM 1A  Risk Factors in the Company’s annual report on Form 10-K filed
on July 15, 2013 with the SEC. Despite these matters of emphasis, the financial statements have been prepared on a going concern
basis.



The Company has conducted a
subsequent events review through the date the financial statements were issued, and has concluded that there were no subsequent
events requiring adjustments or additional disclosures to the Company's financial statements at June 30, 2013.





2.    SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



The accounting policies of
the Company, as applied in the interim consolidated financial statements presented herein are substantially the same as presented
in the Company’s Form 10-K for the year ended March 31, 2013, except as may be indicated below:



Organization and
Principles of Consolidation



The accompanying consolidated
financial statements include the accounts of: Remedent N.V. (incorporated in Belgium) located in Ghent , Belgium, Remedent Professional,
Inc. and Remedent Professional Holdings, Inc. (both incorporated in California and inactive), Glamtech-USA, Inc. (a Delaware corporation
acquired effective August 24, 2008), Remedent N.V.’s  51% owned subsidiary, GlamSmile Deutschland GmbH, a German
private company located in Munich and Remedent N.V.’s 80 % owned subsidiary, GlamSmile Rome, an Italian private company
located in Rome.



Remedent N.V.’s 29.4
% investment in Glamsmile Dental Technology Ltd., a Cayman Islands company (“Glamsmile Dental”) and its subsidiaries,
Glamsmile (Asia) Limited, a company organized and existing under the laws of Hong Kong and a substantially 100 % owned subsidiary
of Glamsmile Dental, Beijing Glamsmile Technology Development Ltd., a 100 % owned subsidiary or GlamSmile Asia, its 80% owned
subsidiary Beijing Glamsmile Trading Co., Ltd. and its 98% owned subsidiary Beijing Glamsmile Dental Clinic Co., Ltd., including
its 100% Shanghai Glamsmile Dental Clinic Co., Ltd., and its 50 % owned Whenzhou GlamSmile Dental Clinic Ltd., which are accounted
for using the equity method after January 31, 2012 (see Note 3  Long-term Investment)



Remedent, Inc. is a holding
company with headquarters in Ghent, Belgium. Remedent Professional, Inc. and Remedent Professional Holdings, Inc. have been dormant
since inception.



For all periods presented,
all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements and corporate
administrative costs are not allocated to subsidiaries.









6







Interim Financial
Information



The 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, 2013, are not necessarily indicative of the results that may be expected
for the year ended March 31, 2014. Accordingly, your attention is directed to footnote disclosures found in the Annual Report
on Form 10-K for the year ending March 31, 2013, and particularly to Note 2, which includes a summary of significant accounting
policies.



Warranties



The Company typically warrants
its products against defects in material and workmanship for a period of 18 months from shipment.



A tabular reconciliation of
the Company’s aggregate product warranty liability for the reporting periods is as follows:





|                                                           |  | Three months
    ended June 30, 2013 |        |  | Year ended
    March 31, 2013 |  
|---------------------------------------------------------- |  | ------------------------------------ | ------ |  | ----------------------------- | -
|Product warranty liability:                                |  |                                      |        |  |                               |  
|Opening balance                                            |  | $                                    | 19,301 |  |                               | $
|Accruals for product warranties issued
    in the period   |  |                                      | -      |  |                               |  
|Adjustments to liabilities
    for pre-existing warranties |  |                                      | 276    |  |                               |  
|Ending liability                                           |  | $                                    | 19,577 |  |                               | $



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 $19,577 and $19,301 as of June 30, 2013 and March 31, 2013, respectively.



Computation of Earnings (Loss)
per Share



Basic net income (loss) per
common share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares
of common stock outstanding during the period. Net income (loss) per common share attributable to common stockholders assuming
dilution is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the number
of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.



On April 1, 2009, the Company
adopted changes issued by the FASB to the calculation of earnings per share. These changes state that unvested share-based payment
awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities
and shall be included in the computation of earnings per share pursuant to the two-class method for all periods presented. The
adoption of this change had no impact on the Company’s basic or diluted net loss per share because the Company has never
issued any share-based awards that contain non-forfeitable rights.



At each of June 30, 2013 and
March 31, 2013, the Company had 19,995,969, shares of common stock issued and outstanding.  At June 30, 2013 and
March 31, 2013, the Company had 3,848,379 and 3,848,379 warrants outstanding respectively and 1,795,000 and 1,795,000 options
outstanding respectively.  As of June 30, 2012, all outstanding warrants and options were excluded from the computation
of earnings per share because their effect would have been anti-dilutive.



Further, pursuant to ASC 260-10-50-1(c),
if a fully diluted share calculation was computed for the three month period ended June 30, 2013 and the three month period
ended June 30, 2012 respectively, it would have excluded all warrants and all options respectively since the Company’s average
share trading price during the three month periods ended June 30, 2013 and June 30, 2012 were less than the exercise price of
all other warrants and options.



Comprehensive income (loss)
includes all changes in equity except those resulting from investments by owners and distributions to owners, including 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 (loss) and gains of $5,074 and $(65,244)
for the three months ended June 30, 2013 and 2012, respectively. These amounts have been recorded as a separate component of stockholders’
equity (deficit).







7







New Accounting Pronuncements



Recently Adopted



The below described accounting
guidance has all been adopted by the Company effective April 1, 2013 and has not had a material impact upon the Company’s
financial condition or results of operations.



In September 2011, the FASB
issued new accounting guidance on testing goodwill for impairment. The primary objective of this accounting guidance is to reduce
complexity and costs by allowing an entity to make a qualitative evaluation about the likelihood of goodwill impairment to determine
whether it should calculate the fair value of a reporting unit. If, after assessing qualitative factors, an entity determines
that it is not more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than
its carrying amount, then the two-step goodwill impairment test is unnecessary.



In December 2011, the FASB
issued new accounting guidance on disclosures about offsetting assets and liabilities. The requirements for offsetting are different
under U.S. GAAP and IFRS. Therefore, the objective of this accounting guidance is to facilitate comparison between financial statements
prepared under U.S. GAAP and IFRS by enhancing disclosures of the effect or potential effect of netting arrangements on an entity’s
financial position, including the effect or potential effect of rights of setoff associated with certain assets and liabilities.



In July 2012, the FASB issued
guidance that simplifies how entities test indefinite-lived intangible assets for impairment, which improves consistency in impairment
testing requirements among long-lived asset categories. ASU 2012-02 permits an assessment of qualitative factors to determine
whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value.
For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value,
ASU 2012-02 eliminates the requirement to perform quantitative impairment testing as outlined in the previously issued standards.



In February 2013, the FASB
issued guidance that requires reporting of the effect of significant reclassifications out of accumulated other comprehensive
income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety
to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting
period, an entity is required to cross-reference other disclosures that provide additional detail about these amounts. The amendments
do not change the current requirements for reporting net income or other comprehensive income in the financial statements.



In January 2013, the FASB issued
ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,
which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established
by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly
broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing
to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective
for preparers while still giving financial statement users sufficient information to analyze the most significant presentation
differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs





3.    LONG-TERM INVESTMENTS



REMEDENT OTC BV



In connection with the restructuring
of the Company’s OTC business in December 2008, the Company controlled Remedent OTC BV until September 30, 2011 through
its board representations. As agreed upon in the Voting Agreement, after September 30, 2011, the Company had one board representation
and consequently no longer controlled its investment in Remedent OTC BV. As such, the financials of Remedent OTC BV are no longer
included in the consolidated Financial Statements but accounted for through the equity method. No gain or loss was recorded on
the deconsolidation. After September 30, 2011, the Company still owned 50% of Remedent OTC BV.



Effective July 13, 2012, and
as amended February 7, 2013 the Company sold 100% of its interest in the share capital of Remedent OTC B.V., to an arm’s
length party for the total sales price of €950,000 ( $667,300 (€ 500,000), (received during July 2012) and $600,570
(€450,000) was received in February 2013.



For the year ended March 31,
2013 - $(149,064 in “Other (expenses) income” for its portion of the net loss recorded by Remedent OTC B.V.









8







GLAMSMILE ASIA LTD.



Acquisition



Effective January 1, 2010 the
Company acquired 50.98% of the issued and outstanding shares of Glamsmile Asia Ltd. (“Glamsmile Asia” or “Glamsmile”),
a private Hong Kong company, with subsidiaries in Hong Kong and Mainland China, in exchange for the following consideration:



|1. | 325,000 Euro (US$466,725).  As of March
    31, 2011 the full amount was paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | 250,000 shares of common stock to be issued during the fiscal
    year ended March 31, 2011 ($97,500 was recorded as an obligation to issue shares as at March 31, 2010).  The parties
    have agreed that the shares will be issued during fiscal year ended March 31, 2013.                                                                                                                                                                                                                                                                        
|3. | 100,000 options on closing (issued);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | 100,000 options per opened store at closing (issued);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | 100,000 options for each additional store opened before the
    end of 2011 at the price of the opening date of the store;                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Assumption of Glamsmile’s January 1, 2010 deficit of $73,302.;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | Repayment of the founding shareholder’s original advances
    in the amount of $196,599.  The balance of $196,599, recorded as due to related parties at March 31, 2010, is unsecured,
    non-interest bearing and has no specific terms of repayment other than it will be paid out of revenues from Glamsmile, as
    working capital allows.  During the year ended March 31, 2011 a total of $101,245 was paid to the founding shareholder,
    leaving a balance due of $95,354 on June 27, 2011. As at March 31, 2012 the full amount was paid.



All options
reside under the Company’s option plan and are five year options.



Also pursuant to the agreement, the Company
granted irrevocable right to Glamsmile Asia to use the Glamsmile trademark in Greater China.



The Company acquired a 50.98% interest
in GlamSmile Asia Ltd. (“GlamSmile Asia”) in order to obtain a platform in the Chinese Market to expand and introduce
our GlamSmile Asia concept into the Chinese Market. In order to sell into the Chinese Market, an approval by Chinese Authorities
is required, in the form of licenses. As GlamSmile Asia was already the owner of such licenses prior to the acquisition, this
was an important advantage. We obtained control of GlamSmile Asia through the acquisition of the 50.98% interest and the appointment
of our CEO as a Board member of GlamSmile Asia.



Deconsolidation



On January 28, 2012, the Company entered
into a Preference A Shares and Preference A-1 Shares Purchase Agreement (“Share Purchase Agreement”) with Glamsmile
Dental Technology Ltd., a Cayman Islands company and a subsidiary of the Company (“Glamsmile Dental”), Glamsmile (Asia)
Limited, a company organized and existing under the laws of Hong Kong and a substantially owned subsidiary of Glamsmile Dental,
Beijing Glamsmile Technology Development Ltd., Beijing Glamsmile Trading Co., Ltd., Beijing Glamsmile Dental Clinic Co., Ltd.,
and Shanghai Glamsmile Dental Clinic Co., Ltd., Gallant Network Limited, a shareholder of Glamsmile Dental (“Gallant”),
and IDG-Accel China Growth Fund III L.P. (“IDG Growth”), IDG-Accel China III Investors L.P.(“IDG Investors”)
and Crown Link Group Limited (“Crown”)(“IDG Growth, IDG Investors and Crown collectively referred to as the
“Investors”), pursuant to which the Investors agreed to (i) purchase from the Company an aggregate of 2,857,143 shares
of Preference A-1 Shares of Glamsmile Dental, which represents all of the issued and outstanding Preference A-1 Shares of Glamsmile
Dental, for an aggregate purchase price of $2,000,000, and (ii) purchase from Glamsmile Dental an aggregate of 5,000,000 shares
of Preference A Shares for an aggregate purchase price of $5,000,000.



Under the terms of the Share Purchase
Agreement, the Company agreed (a) to indemnify the Investors and their respective affiliates for losses arising out of a breach,
or inaccuracy or misrepresentation in any representation or warranty made by the Company or a breach or violation of a covenant
or agreement made by the Company for up to $1,500,000, and (b) to transfer 500,000 shares of Glamsmile Dental owned by the Company
to the Investors in the event of breach of certain covenants by the Company. In connection with the Share Purchase Agreement,
the Company also agreed to enter into an Investor’s Rights Agreement, Right of First Refusal and Co-Sale Agreement, and
Voting Agreement with the parties.



In addition, in connection with the contemplated
transactions in the Share Purchase Agreement on January 20, 2012, the Company entered into a Distribution, License and Manufacturing
Agreement with Glamsmile Dental pursuant to which the Company appointed Glamsmile Dental as the exclusive distributor and licensee
of Glamsmile Veneer Products bearing the “Glamsmile” name and mark in the B2C Market in the People’s Republic
of China (including Hong Kong and Macau) and Republic of China (Taiwan) and granted related manufacturing rights and licenses
in exchange for the original issuance of 2,857,143 shares of Preference A-1 Shares of Glamsmile Dental and $250,000 (the receipt
of which was acknowledged as an offset to payment of certain invoices of Glamsmile (Asia) Limited).







9







On February 10, 2012, the sale of the
Preference A-1 Shares and the Preference A Shares was completed. As a result of the closing, the equity ownership of Glamsmile
Dental, on an as converted basis, is as follows: 31.4% by the Investors, 39.2 % by Gallant, and 29.4% by the Company. Mr. De Vreese,
our chairman, will remain as a director of Glamsmile Dental along with Mr. David Lok, who is the Chief Executive Officer and director
of Glamsmile Dental and principal of Gallant. The Investors have a right to appoint one director of Glamsmile Dental, and accordingly
the Board of Directors of Glamsmile Dental will consist of Mr. De Vreese, Mr. Lok and a director appointed by the Investors.



In conjunction with the transaction and
resulting deconsolidation of Glamsmile Dental, the Company recorded a gain of $1,470,776, calculated as follows:





|Consideration received                                     |  | $ | 2,000,000  |  
|---------------------------------------------------------- |  | - | ---------- | -
|Fair value of 29.4% interest                               |  |   | 2,055,884  |  
|Carrying value of non-controlling interest                 |  |   | 1,117,938  |  
|Less: carrying value of former subsidiary’s
    net assets |  |   | (2,002,329 | )
|Goodwill                                                   |  |   | (699,635   | )
|Investment China & Hong Kong                               |  |   | (1,082     | )
|Rescission agreement
    Excelsior (Note 11)               |  |   | (1,000,000 | )
|                                                           |  | $ | 1,470,776  |  



The following tables represent the summary financial information
of GlamSmile Asia as derived from its financial statements and prepared under US GAAP:





|                                  |  | Three month period ended |           |  | Three month period ended |  
|--------------------------------- |  | ------------------------ | --------- |  | ------------------------ | -
|Operating data:                   |  | June 30, 2013            |           |  | June 30, 2012            |  
|                                  |  |                          |           |  |                          |  
|Revenues                          |  | $                        | 2,311,288 |  |                          | $
|Gross profit                      |  |                          | 2,163,457 |  |                          |  
|Income (loss) from
    operations |  |                          | 768,623   |  |                          |  
|Net
    income                    |  | $                        | 536,604   |  |                          | $



For the three month periods ended June
30, 2013 and June 30, 2012 the Company recorded equity income of $157,547 and $70,039 respectively as “Other (expenses)
income” for its portion of the net income recorded by GlamSmile Dental Technology Ltd.



MEDICAL FRANCHISES & INVESTMENTS



Effective March 31, 2013, the Company
acquired 6.12 % of the issued and outstanding shares of Medical Franchises & Investments N.V., a Belgium corporation ("MFI
NV") in exchange for a cash prepayment of $314,778 that was made during the fiscal year ended March 31, 2012. The Company’s
investment in 70,334 shares of MFI NV has been recorded at the fair value of $787,339 which is the quoted market price of approximately
USD $11.19 (€8.70) per share. Because the investment is being recognized as an available-for-sale investment, an unrecognized
gain of $472,561 has been recorded in accumulated other comprehensive income. Future unrealized gains and losses on the investment
in MFI will also be recognized in other comprehensive income until realized.



Per ASC-320-10-25-1, investments in debt
and equity securities that have readily determinable fair values and are not classified as trading or held-to-maturity securities,
are classified as available-for-sale securities.



MFI NV has been founded to market an advance
in dental technology which has the potential to replace the process of making mechanical impressions of teeth and bite structures
with a digital/optical scan.





4.   SHORT TERM LOAN



Effective December 3, 2012, the Company
entered into a Loan Agreement (the “Loan Agreement”) with BNP Paribas Fortis Bank, a Belgian Bank, pursuant to which
the Company borrowed $132,820 (€100.000). The loan bears interest of 3.68 % per annum and is repayable in 24 equal monthly
installments of € 4,331 ($5,573 at the closing rate of March 31, 2013). No additional guaranties (see note 13- secured debt
agreements (2)) were required.



As of June 30, 2013 the Company has recorded
$48,721 as a current liability and the balance of $49,378 as long term (March 31, 2013, $63,728 and $49,378 respectively).







10









5.    CONCENTRATION OF RISK



Financial 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, 2013, five customers accounted for 40.71% of the Company’s
trade accounts receivables, and one customer accounted for 20.74%.  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 months ended June 30, 2013 the Company had five suppliers who accounted
for 25.65% of gross purchases. For the three months ended June 30, 2012 the Company had five suppliers who accounted for 30.86%
of gross purchases.



Revenues   For the three
months ended June 30, 2013 the Company had five customers that accounted for 65.06% of total revenues. For the three months ended
June 30, 2012 the Company had five customers that accounted for 56.13% of total revenues.





6.    ACCOUNTS RECEIVABLE
AND ALLOWANCE FOR DOUBTFUL ACCOUNTS



The Company’s
accounts receivable at period end were as follows:





|                                          |  | June 30, 2013 |         |   | March 31, 2013 |  
|----------------------------------------- |  | ------------- | ------- | - | -------------- | -
|Accounts receivable, gross                |  | $             | 648,129 |   |                | $
|Less: allowance for
    doubtful accounts |  |               | (4,902  | ) |                |  
|Accounts receivable,
    net              |  | $             | 643,227 |   |                | $





7.    INVENTORIES



Inventories at period end are
stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following:





|                                   |  | June 30, 2013 |           |   | March 31, 2013 |  
|---------------------------------- |  | ------------- | --------- | - | -------------- | -
|Raw materials                      |  | $             | 42,430    |   |                | $
|Components                         |  |               | 220,092   |   |                |  
|Finished goods                     |  |               | 786,846   |   |                |  
|                                   |  |               | 1,049,368 |   |                |  
|Less: reserve for
    obsolescence |  |               | (89,993   | ) |                |  
|Net inventory                      |  | $             | 959,375   |   |                | $





8.    PREPAID EXPENSES



Prepaid expenses
are summarized as follows:





|                                       |  | June 30, 2013 |         |  | March 31, 2013 |  
|-------------------------------------- |  | ------------- | ------- |  | -------------- | -
|Prepaid materials and components       |  | $             | 199,692 |  |                | $
|Prepaid Consulting                     |  |               | 61,622  |  |                |  
|VAT payments in excess of VAT receipts |  |               | 9,296   |  |                |  
|Prepaid trade show expenses            |  |               | —       |  |                |  
|Prepaid rent                           |  |               | 131,815 |  |                |  
|Other                                  |  |               | 82,355  |  |                |  
|                                       |  | $             | 484,780 |  |                | $





11









9.    PROPERTY AND EQUIPMENT



Property and equipment
are summarized as follows:





|                              |  | June 30, 2013 |             | March 31, 2013 |  
|----------------------------- |  | ------------- | ----------- | -------------- | -
|Furniture and Fixtures        |  | $             | 596,471     |                | $
|Machinery
    and Equipment   |  |               | 1,643,988   |                |  
|                              |  |               | 2,240,459   |                |  
|Accumulated
    depreciation  |  |               | (1,574,376) |                |  
|Property
    & equipment, net |  | $             | 666,083     |                | $





10.   LINE OF CREDIT



The Company has a mixed-use
line of credit facility with BNP Paribas Fortis Bank, a Belgian bank (the “Facility”). The Facility is secured by
a first lien on the assets of Remedent N.V. and by personal guarantee of the Company’s CEO.



The latest amendment to the
Facility, dated December 3, 2012, reduced the line of credit of Remedent N.V. from a mixed credit line of €1,250,000 (to
be used as = € 750,000 straight loans and € 500,000 for advances on accounts receivable) to a Credit line of €
400,000 to be used as straight loans. The repayment of the reduced Credit line is agreed as following: € 500,000 by the
end of the quarter ending March 2013 (repaid) and € 250,000 by the end of the quarter ending June 2013. During the
three month period ended June 30, 2013 the Facility agreed to accept repayment of the € 250,000 through five monthly
payments of € 50,000 (approximately USD $62,255) commencing July 5, 2013. The line of credit carries its own interest
rates and fees as provided in the Facility and vary from the current prevailing bank rate of approximately 3.27%, for draws on
the credit line, to 9.9% for advances on accounts receivable. As of June 30, 2013 and March 31, 2013, Remedent N.V. had in aggregate,
$840,725 and $836,355 in advances outstanding, respectively, under the mixed-use line of credit facilities.





11.   LONG TERM DEBT



Capital Lease Agreements:



On January 15, 2010, the Company
entered into a capital lease agreement over a 5 year period for veneer manufacturing equipment totaling €251,903 (US $328,759).



The lease requires a monthly
payment of principal and interest at 9.72% and provide for a buyout at the conclusion of the lease terms of 4% of the original
value of the contract.



The net book value as of June
30, 2013 and March 31, 2013 of the equipment subject to the foregoing lease was $140,831 and $160,056 respectively.



The following is a schedule
by years of future minimum lease payments under capital lease together with the present value of the net minimum lease payments
as of March 31, 2013:





|Year ending March 31:                                                                                                                                                   |  |   |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | 
|                                                                                                                                                                        |  |   |         | 
|2014                                                                                                                                                                    |  |   | 62,111  | 
|2015                                                                                                                                                                    |  |   | 83,509  | 
|2016                                                                                                                                                                    |  |   |        | 
|Later years                                                                                                                                                             |  |   |        | 
|Total minimum lease payments                                                                                                                                            |  |   | 145,620 | 
|Less: Amount representing estimated
    executory costs (such as taxes, maintenance, and insurance), including profit thereon, included in total minimum lease payments |  |   |        | 
|Net minimum lease payments                                                                                                                                              |  |   | 145,620 | 
|Less: Amount representing interest
    (*)                                                                                                                              |  |   | 4,789   | 
|Present
    value of minimum lease payments (**)                                                                                                                        |  | $ | 140,831 | 









12







*  Amount necessary
to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception
of the leases.

** Reflected in the balance
sheet as current and non-current obligations under capital leases of $58,846 and $81,986 respectively.



Secured Debt Agreements (1)



On June 3, 2011, the Company
obtained a loan in the principal amount of $1,000,000 (the “Loan”) from an unrelated private company, Excelsior Medical
(HK) (“EM”). In connection with the Loan, the Company issued a promissory note, with a simple interest rate of 5%
per annum, secured by certain assets of the Company (the “Note”). The maturity date of the Loan is June 3, 2014. Interest
of $50,000 per annum is payable in cash on an annual basis.



Effective as of January 11,
2012, the Company entered into a Rescission Agreement with EM and Asia Best Healthcare Co., Ltd. Under the Rescission Agreement,
the Company agreed to repay a total of $1,000,000 received under the Distribution Agreement, plus a simple interest rate of 5%,
beginning on June 30, 2012, according to the following payment schedule: (i) $250,000 to be paid no later than June 30, 2012,
(ii) $250,000 plus interest on June 30, 2012, (iii) $250,000 plus interest on December 31, 2012, and (iv) $250,000 plus interest
on June 30, 2013. The Company also agreed to secure such obligations owed to EM with certain collateral of the Company. During
the period ended December 31, 2012 a partial payment of $20,000 in interest has been made. The Company is currently in the process
of re-negotiating the terms of repayment.



Secured Debt Agreements (2)



On December 3, 2012, the Company
obtained a loan in the principal amount of € 100,000 (the “Loan”) from BNP Paribas Fortis bank, to be repaid
over the next 24 months. The loan is secured by a lien on the assets of Remedent N.V. as already granted for the use of our existing
Credit Line Facility. The maturity date of the Loan is January 2, 2015 at an Interest of 3.68% to be repaid in monthly installments
of € 4,331 ($5,652).





12.  DUE TO RELATED PARTIES AND RELATED PARTY
TRANSACTIONS



Transactions with
related parties not disclosed elsewhere in these financial statements consisted of the following:



Compensation:



During the three month periods
ended June 30, 2013 and 2012 respectively, the Company incurred $62,890 and $149,846 respectively, as compensation for all directors
and officers.



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 and reflects arms length consideration payable for similar services or transfers.







13.   ACCRUED LIABILITIES



Accrued liabilities
are summarized as follows:





|                                               |  | June 30, 2013 |         | March 31, 2013 |  
|---------------------------------------------- |  | ------------- | ------- | -------------- | -
|Accrued employee benefit
    taxes and payroll |  | $             | 186,695 |                | $
|Accrued travel                                 |  |               | 6,526   |                |  
|Commissions                                    |  |               |        |                |  
|Accrued audit and tax preparation
    fees     |  |               | 5,842   |                |  
|Reserve for warranty costs                     |  |               | 19,577  |                |  
|Reserve for income taxes                       |  |               |        |                |  
|Advances received on account                   |  |               | 6,133   |                |  
|Accrued advertising                            |  |               | 8,368   |                |  
|Accrued interest                               |  |               |        |                |  
|Accrued consulting fees                        |  |               | 2,500   |                |  
|Other accrued expenses                         |  |               | 164,547 |                |  
|                                               |  | $             | 400,188 |                | $







13









14.  EQUITY COMPENSATION PLANS



As of June 30, 2013, the Company
had three equity compensation plans approved by its stockholders (1) the 2001 Incentive and Non-statutory Stock Option Plan (the
“2001 Plan”), (2) the 2004 Incentive and Non-statutory Stock Option Plan (the “2004 Plan”); and (3) the
2007 Equity Incentive Plan (the “2007 Plan”). The Company’s stockholders approved the 2001 Plan reserving 250,000
shares of common stock of the Company pursuant to an Information Statement on Schedule 14C filed with the Commission on August
15, 2001. In addition, the Company’s stockholders approved the 2004 Plan reserving 800,000 shares of common stock of the
Company pursuant to an Information Statement on Schedule 14C filed with the Commission on May 9, 2005.  Finally, the
Company’s stockholders approved the 2007 Plan reserving 1,000,000 shares of common stock of the Company pursuant to a Definitive
Proxy Statement on Schedule 14A filed with the Commission on October 2, 2007.



In addition to the equity compensation
plans approved by the Company’s stockholders, the Company has issued options and warrants to individuals pursuant to individual
compensation plans not approved by our stockholders.  These options and warrants have been issued in exchange for services
or goods received by the Company.



The following table provides
aggregate information as of June 30, 2013 with respect to all compensation plans (including individual compensation arrangements)
under which equity securities are authorized for issuance.





|                                                     |  | 2001 Plan               |            | 2004 Plan                           |  | 2007 Plan               |  | Other                               |              
|---------------------------------------------------- |  | ----------------------- | ---------- | ----------------------------------- |  | ----------------------- |  | ----------------------------------- | -------------
|                                                     |  | Outstanding
    Options |            | Weighted
    Average Exercise Price |  | Outstanding
    Options |  | Weighted
    Average Exercise Price |              
|                                                     |  |                         |            |                                     |  |                         |  |                                     |              
|Options outstanding, March 31, 2013                  |  |                         | 12,500     |                                     |  | 1.19                    |  |                                     | 432,500      
|Options outstanding andexercisable
    June 30, 2013 |  |                         | 12,500     |                                     |  | 1.19                    |  |                                     | 432,500      
|Exercise price range                                 |  | $                       | 2.00       |                                     |  |                         |  |                                     | $0.50 - $2.46
|Weighted average remaining life                      |  |                         | 0.77 years |                                     |  |                         |  |                                     | 5.0  years   



A summary of the Company’s equity compensation plans
approved and not approved by shareholders is as follows:





|Plan Category                                                  |  | Number of
    securities to be issued upon exercise of of outstanding options, warrants and rights |           | Weighted-average
    exercise price of outstanding options warrants and rights |   | Number of
    securities remaining available for future issuance under equity compensation plans (excluding
    securities reflected in column (a)) | 
|-------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- | --------- | ------------------------------------------------------------------------------ | - | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Equity Compensation
    Plans approved by security holders     |  |                                                                                                    | 1,545,000 |                                                                                | $ | 1.17                                                                                                                                                | 
|Equity Compensation Plans not approved
    by security holders |  |                                                                                                    | 820,000   |                                                                                | $ | .97                                                                                                                                                 | 
|Total                                                          |  |                                                                                                    | 2,365,000 |                                                                                | $ | 1.10                                                                                                                                                | 







14







For the three month periods ended June 30, 2013 and June 30,
2012 the Company recognized $Nil (2012  $Nil) in stock based compensation expense in the consolidated statement of operations.  No
stock options were granted or cancelled/expired in the three month periods ended June 30, 2013 and June 30, 2012.





15.  COMMON STOCK WARRANTS AND OTHER OPTIONS



As of June 30, 2013 and March
31, 2013, the Company had warrants to purchase the Company’s common stock outstanding that were not granted under shareholder
approved equity compensation plans as follows:





|                                                                          |  | Outstanding
    Warrants |                | Weighted
    Average Exercise Price |  
|------------------------------------------------------------------------- |  | ------------------------ | -------------- | ----------------------------------- | -
|Warrants outstanding
    and exercisable June 30, 2013 and March 31, 2013 |  |                          | 3,738,379      |                                     | $
|Exercise price range                                                      |  |                          | $1.00 to $1.65 |                                     |  
|Weighted average remaining life                                           |  |                          | 0.15 Years     |                                     |  





16.  SEGMENT INFORMATION



The Company’s only operating segment
consists of dental products and oral hygiene products sold by Remedent Inc., Remedent N.V., GlamSmile Deutschland GmbH and GlamSmile
Rome SRL





|              |  | Revenues For the three
    month period ended June 30, 2013 |         | Revenues for
    the three month period ended June 30, 2012 |  
|------------- |  | ----------------------------------------------------------- | ------- | ----------------------------------------------------------- | -
|              |  | Revenues (a)                                                |         | Revenues (a)                                                |  
|United States |  | $                                                           | -       |                                                             | $
|Europe        |  |                                                             | 699,252 |                                                             |  
|China         |  |                                                             | -       |                                                             |  
|Total         |  | $                                                           | 699,252 |                                                             | $





|              |  | Long-lived
    Assets As at June 30, 2013 |           | Long-lived
    Assets As at March 31, 2013 |  
|------------- |  | ----------------------------------------- | --------- | ------------------------------------------ | -
|United States |  | $                                         |           |                                            | $
|Europe        |  |                                           | 4,081,480 |                                            |  
|Total         |  | $                                         | 4,081,480 |                                            | $



(a) Revenues are attributed to country based on location of
customer.





17.  COMMITMENTS



Real Estate Lease:



The Company leases an office
facility of 5,187 square feet in Gent, Belgium from an unrelated party pursuant to a nine year lease commening September 1, 2008
at a base rent of € 5,712 per month for the total location ($7,455 per month at June 30, 2013).









15







Secondly, the Company leases
an office facility of 1,991 square feet in Rome, Italyto support the sales and marketing division of our veneer business, from
an unrelated party pursuant to a six year lease commencing July 1, 2011, at a base rent of €6,500 per month for the
total location ($8,483 per month at June 30, 2013).



Real Estate Lease and All Other
Leased Equipment:



Minimum monthly lease payments
for real estate, and all other leased equipment are as follows based upon the conversion rate for the (Euro) at June 30, 2013:







|March 31, 2014   |  |   | 302,579   | 
|---------------- |  | - | --------- | 
|March 31, 2015   |  |   | 354,575   | 
|March 31, 2016   |  |   | 259,389   | 
|March 31, 2016   |  |   | 221,005   | 
|After five years |  |   | 101,340   | 
|Total:           |  | $ | 1,238,888 | 





18.  FINANCIAL INSTRUMENTS



The FASB ASC topic 820 on fair value measurement
and disclosures establishes three levels of inputs that may be used to measure fair value: quoted prices in active markets for
identical assets or liabilities (referred to as Level 1), observable inputs other than Level 1 that are observable for the asset
or liability either directly or indirectly (referred to as Level 2), and unobservable inputs to the valuation methodology that
are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).



The carrying values and fair values of our financial instruments
are as follows:





|                                                                        |       |   |       | June 31, 2013 |           | March 31, 2013 |      
|----------------------------------------------------------------------- | ----- | - | ----- | ------------- | --------- | -------------- | -----
|                                                                        |       |   |       | Carrying      |           | Fair           |      
|                                                                        | Level |   | Value |               | Value     |                | value
|Cash                                                                    |       | 1 |       | $             | 46,269    |                | $    
|Accounts receivable                                                     |       | 2 |       | $             | 643,227   |                | $    
|Long term investments and advances
        OTC Division                 |       | 2 |       | $             | -         |                | $    
|Long Term investment and advance
    - GlamSmile Dental Technology Asia |       | 2 |       | $             | 2,599,119 |                | $    
|Long term investments and advances
    MFI                              |       | 2 |       | $             | 787,339   |                | $    
|Line of credit                                                          |       | 2 |       | $             | 840,725   |                | $    
|Short term debt                                                         |       | 2 |       | $             | 1,192,501 |                | $    
|Deferred revenue                                                        |       | 2 |       | $             | 144,605   |                | $    
|Accounts payable                                                        |       | 2 |       | $             | 959,095   |                | $    
|Accrued liabilities                                                     |       | 2 |       | $             | 400,188   |                | $    
|Long term debt                                                          |       | 2 |       | $             | 1,131,364 |                | $    



The following method was used to estimate the fair values of
our financial instruments:



The carrying amount of level 1 and level 2 financial instruments
approximates fair value because of the short maturity of the instruments.



Financial assets are considered Level
3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at
least one significant model assumption or input is unobservable. Level 3 financial assets also include certain investment securities
for which there is limited market activity such that the determination of fair value requires significant judgment or estimation.



The Company reviews the fair value hierarchy
classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels
for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels
within the fair value hierarchy at the end of the fiscal quarter in which the actual event or change in circumstances that caused
the transfer occurs. There were no significant transfers between Level 1, Level 2, or Level 3 during the three month periods ended
June 30, 2013 or June 30, 2012. When a determination is made to classify an asset or liability within Level 3, the determination
is based upon the significance of the unobservable inputs to the overall fair value measurement. The following table provides
a reconciliation of the beginning and ending balances of the item measured at fair value on a recurring basis in the table above
that used significant unobservable inputs (Level 3):









16









|                                        |  | Three month period ended
    June 30, 2013 |          
|--------------------------------------- |  | ------------------------------------------ | ---------
|Long term investments
    and advances: |  |                                            |          
|Beginning balance                       |  | $                                          | 2,441,572
|Gains (losses) included in net
    loss |  |                                            | 157,547  
|Transfers in (out of level 3)           |  |                                            |         
|                                        |  |                                            |          
|Ending balance                          |  | $                                          | 2,599,119









17













Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations



Forward Looking Statements



The discussion contained
herein is for the three months ended June 30, 2013 and June 30, 2012. The following discussion should be read in conjunction with
the Company’s consolidated financial statements and the notes to the consolidated financial statements included elsewhere
in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013.  In addition to historical information,
this section contains “forward-looking” statements, including statements regarding the growth of product lines, optimism
regarding the business, expanding sales and other statements. Words such as expects, anticipates, intends, plans, believes, sees,
estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict.
Actual results could vary materially from the description contained herein due to many factors including continued market acceptance
of our products. In addition, actual results could vary materially based on changes or slower growth in the oral care and cosmetic
dentistry products market; the potential inability to realize expected benefits and synergies; domestic and international business
and economic conditions; changes in the dental industry; unexpected difficulties in penetrating the oral care and cosmetic dentistry
products market; changes in customer demand or ordering patterns; changes in the competitive environment including pricing pressures
or technological changes; technological advances; shortages of manufacturing capacity; future production variables impacting excess
inventory and other risk factors.  Factors that could cause or contribute to any differences are discussed in “Risk
Factors” and elsewhere in the Company’s annual report on Form 10-K filed on July 15, 2013 with the Securities and
Exchange Commission.  Except as required by applicable law or regulation, the Company undertakes no obligation to revise
or update any forward-looking statements contained in this Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2013. The information contained in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 is not a complete
description of the Company’s business or the risks associated with an investment in the Company’s common stock. Each
reader should carefully review and consider the various disclosures made by the Company in this Quarterly Report on Form 10-Q
and in the Company’s other filings with the Securities and Exchange Commission.



Overview



We specialize in the research, development,
and manufacturing of oral care and cosmetic dentistry products.  We are one of the leading manufacturers of cosmetic
dentistry products in Europe.  Leveraging our knowledge of regulatory requirements regarding dental products and management’s
experience in the needs of the professional dental community, we design, develop, manufacture and distribute our cosmetic dentistry
products, including a full line of professional dental products that are distributed in Europe, Asia and the United States.    We
distribute our products using both our own internal sales force and through the use of third party distributors.









18







Result of Operations



Comparative detail of results as a percentage of sales, is
as follows:





|                              |  | For the three months
    ended |        
|----------------------------- |  | ------------------------------ | -------
|                              |  | June
    30,                   |        
|                              |  | 2013                           |        
|                              |  | (unaudited)                    |        
|NET SALES                     |  |                                | 100.00 
|COST OF SALES                 |  |                                | 37.61  
|GROSS PROFIT                  |  |                                | 62.39  
|OPERATING EXPENSES            |  |                                |        
|Research and development      |  |                                | 3.37   
|Sales and marketing           |  |                                | 27.08  
|General and administrative    |  |                                | 34.94  
|Depreciation and amortization |  |                                | 8.52   
|TOTAL OPERATING EXPENSES      |  |                                | 73.91  
|INCOME (LOSS) FROM OPERATIONS |  |                                | (11.53)
|Other income (expense)        |  |                                | 19.09  
|NET INCOME (LOSS)             |  |                                | 7.56   



Net Sales



Net sales increased by approximately 68.7%
to $699,252 for the three months ended June 30, 2013 as compared to $414,534 for the three months ended June 30, 2012.  The
increase in sales is primarily due to increased sales of veneers and the sales results of our River 8 products which were not
yet commercialized at the quarter ended June 30, 2012.



Cost of Sales



Cost of sales increased approximately 3.3%
to $263,020 for the three months ended June 30, 2013 as compared to $254,555 for the three months ended June 30, 2012.  The
increase in cost of sales is primarily due to increased sales volume. Cost of sales, as a percentage of net sales, has decreased
to 37.61 % in the quarter ended June 30, 2013 as compared to 61.41 % in the quarter ended June 30, 2012. Cost of sales as
a percentage of sales has decreased primarily because of new production strategies which have enabled us to reduce our production
costs.



Gross Profit



Our gross profit increased by $276,253
or 172.7% to $436,232 for the three months ended June 30, 2013 as compared to $159,979 for the three months ended June 30, 2012. Our
gross profit as a percentage of sales increased to 62.39% in the three months ended June 30, 2013 as compared to 38.59 % for the
three months ended June 30, 2012. Our gross profit has increased because of increased sales, improved pricing of
our veneers, and improved production processes.



Operating Expenses



Research
and Development .  Our research and development expenses increased by $12,420
to $23,597 for the three months ended June 30, 2013 as compared to $11,177 for the three months ended June 30, 2012, an increase
of 111.1%. The increase in our research and development costs was primarily because of our ongoing efforts with respect to
a new concept “Smile Me Mirror” that is scheduled to be launched at the end of the current calendar year.



Sales and marketing costs. Our sales
and marketing costs for the three months ended June 30, 2013 and 2012 were $189,381 and $172,554 respectively, representing an
increase of $16,827 or 9.8%.  The increase is largely due to the cost of our marketing efforts.



General and administrative costs.
Our general and administrative costs for the three months ended June 30, 2013 and 2012 were $244,328 and $634,323 respectively,
representing a decrease of $389,995 or 61.5%.  The decrease in general and administrative costs is a result of an internal
reorganization. As the equity method is currently being used in reference to GlamSmile Asia, we were able to reduce significantly
our general and administrative costs. Secondly, we reorganized and downsized our European Divisions by optimizing our processes
thereby allowing us to reduce overall costs.









19







Depreciation
and amortization .   Our depreciation and amortization decreased $30,051
or 33.5% to $59,543 for the three months ended June 30, 2013 as compared to $89,594 for the three months ended June 30, 2012.  The
decrease is largely because previous investments in machinery and equipment are now fully amortized.



Other
income (expense). Our other income (expense) was $133,476 for the three
months ended June 30, 2013 as compared to $(132,317) for the three months ended June 30, 2012, a decrease in expense of $265,793.   The
decrease in expense was primarily as a result of the non- recurring equity loss of $(149,064) for our portion of the loss recorded
by Remedent OTC B.V. at the end of June 30, 2012. Also, during the quarter ended June 30, 2013 we earned equity income from
our investment in GlamSmile Dental Technology Ltd., of $157,457 versus $70,039 for the quarter ended June 30, 2012.



Internal and External Sources of Liquidity



As of June 30, 2013,
we had current assets of $2,133,651 compared to $2,570,782 at March 31, 2012. This decrease of $437,131 was primarily due to a
decrease in accounts and other receivables of $304,744, decrease in inventories of $32,432, decrease in cash and cash equivalents
of $18,234, and a decrease in prepaid expenses of $81,721. Current liabilities at June 30, 2013 were $3,538,990 as compared to
$3,908,628 at March 31, 2013. The decrease in current liabilities of $369,638 was primarily as a result of increases in our line
of credit and due to related parties of $4,370 and $1,876 respectively, offset be an increase in accounts payable, accrued liabilities,
deferred revenue and current portion of long-term debt of $12,719, $336,876, $4,524 and $21,765 respectively.



As of June 30, 2013,
we had cash and cash equivalents of $46,269. We anticipate that we will need to raise additional funds to satisfy our working
capital requirements and implement our business strategy to expand our direct to consumer business model. We intend to continue
to look for opportunities to expand the number of GlamSmile Studios in Europe.  We will continue to review our
expected cash requirements, make all efforts to collect any aged receivables, and take appropriate cost reduction measures to
ensure that we have sufficient working capital to fund our operations. In the event additional needs for cash arise, we may
seek to raise additional funds from a combination of sources including issuance of debt or equity securities. Additional financing
may not be available on terms favorable to us, or at all. Any additional financing activity could be dilutive to our current
stockholders. If adequate funds are not available or are not available on acceptable terms, our ability to take advantage
of unanticipated opportunities or respond to competitive pressures could be limited.



Cash and Cash equivalents



Our balance sheet at June 30, 2013 reflects
cash and cash equivalents of $46,269 as compared to $64,504 as of March 31, 2013, a decrease of $18,235.



Operations



Net cash (used by) operations was $(27,709) for the three months
ended June 30, 2013 as compared to net cash used by operations of $(493,574) for the three months ended June 30, 2012. The
decrease in net cash used by operations for the three months ended June 30, 2013 as compared to the three months ended June 30,
2012 is primarily as a result of the non-recurring equity loss of $ (149,064) for our portion of the loss recorded by Remedent
OTC B.V.at the end of June 30, 2012 offset by the equity income earned from our investment in GlamSmile Dental Technology Ltd.,
being $70,039 for the quarter ended June 30, 2012.



Investing activities



Net cash used in investing activities totaled
$70,909 for the three months ended June 30, 2013 as compared to net cash used in investing activities of $20,297 for the three
months ended June 30, 2012. Cash used in the three months ended June 30, 2013 was mainly for additional equipment.



Financing activities



Net cash (used)/provided by financing activities
totaled $(945) for the three months ended June 30, 2013, as compared to $402,431 for the three months ended June 30, 2012.  The
decrease in the net cash provided by financing activities in the three month period ended June 30, 2013 of $403,376 was primarily
as a result of our decrease in our line of credit.



During the three months ended June 30,
2013 and June 30, 2012, we recognized an increase/ (decrease) in cash and cash equivalents of $81,328 and $(49,581), respectively,
from the effect of exchange rates between the Euro and the US Dollar.









20







Off-Balance Sheet Arrangements



At June 30, 2013, we did not have any transactions,
obligations or relationships that could be considered off-balance sheet arrangements.



Item 3.  Quantitative and
Qualitative Disclosures About Market Risk



Not Applicable.



Item 4.  Controls and Procedures



Disclosure Controls and Procedures



We maintain disclosure controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial
Officer, as appropriate, to allow for timely decisions regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can only provide reasonable assurance of achieving the desired control objective, and management is required to exercise its judgment
in evaluating the cost-benefit relationship of possible controls and procedures..



Management conducted an evaluation, under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of June 30, 2013.  Based on this evaluation,
the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective
as of June 30, 2013.



Changes in Internal Control Over Financial Reporting



There have been no material changes in our  internal
controls over financial reporting identified in connection with the evaluation of disclosure controls and procedures discussed
above that occurred during the quarter ended June 30, 2013 or subsequent to that date that have materially affected, or are reasonably
likely to materially affect, our  internal control over financial reporting.







21







PART II - OTHER INFORMATION



Item 1.  Legal Proceedings



To the best knowledge of management, there are no
material legal proceedings pending against the Company.



Item 1A.  Risk Factors



Not Applicable.



Item 2.  Unregistered Sales
of Equity Securities and Use of Proceeds



None.



Item 3.  Defaults Upon Senior
Securities



None.



Item 4.  [Removed and Reserved]



Item 5.  Other Information



None.







22







Item 6.  Exhibits



EXHIBIT INDEX



|Exhibit No |  | Description                                                                              
|---------- |  | -----------------------------------------------------------------------------------------
|           |  |                                                                                          
|31.1*      |  | Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act
|           |  |                                                                                          
|31.2*      |  | Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act
|           |  |                                                                                          
|32.1*      |  | Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act
|           |  |                                                                                          
|32.2*      |  | Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

__________________



* Filed herewith







23







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                          | REMEDENT, INC.
|------------------------- | --------------
|                          |               
|Date:    December 2, 2013 | By:           
|                          |               
|                          |               
|                          |               
|                          |               
|Date:    December 2, 2013 | By:           
|                          |               
|                          |               
|                          |               







24