SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE NINE MONTHS ENDED DECEMBER 31, 2004
                                       or
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975


                               REMEDENT USA, INC.
           (Name of small business issuer as specified in its charter)



          NEVADA                                     86-0837251
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification Number)


XAVIER DE COCKLAAN 42, 9831 DEURLE, BELGIUM             N/A
 (Address of principal executive offices)            (Zip code)


                               011 32 9 321 70 80
                (Issuer's telephone number, including area code)


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

Number of shares of issuer's  common stock  outstanding  as of January 31, 2005:
39,829,158

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



<PAGE>


                               REMEDENT USA, INC.
                                TABLE OF CONTENTS
                               FORM 10-QSB REPORT
                                December 31, 2004



PART I - FINANCIAL INFORMATION                                           Page
                                                                         ----
Item 1.  Interim Consolidated Financial Statements (Unaudited)

 Consolidated Balance Sheet as of December 31, 2004                        1

 Consolidated Statements of Income for the Three and
 Nine Month Periods Ended December 31, 2004 and 2003.                      2

 Consolidated Statements of Cash Flows for the
 Nine Month Periods Ended December 31, 2004 and 2003                       3

 Consolidated Statements of Comprehensive Loss for the
 Nine Month Periods Ended December 31, 2004 and 2003                       5

 Notes to Interim Consolidated Financial Statements                        6

Item 2.  Management's Discussion and Analysis or Plan of Operation        22

Item 3.  Controls and Procedures                                          33

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                34

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds       34

Item 3.  Defaults upon Senior Securities                                  34

Item 4.  Submission of Matters to Vote of Security Holders                34

Item 5.  Other Information                                                35

Item 6.  Exhibits                                                         35

Signatures                                                                36



<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Interim Condensed Consolidated Financial Statements (Unaudited)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004
                                   (UNAUDITED)

<table>
<caption>
<S>                                                                                     <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                            $  106,231
   Investments                                                                             317,867
   Accounts receivable, net                                                                868,409
   Due from related party                                                                  296,328
   Inventories, net                                                                        419,521
   Prepaid expense                                                                          74,051
                                                                                         ---------
        Total current assets                                                             2,082,406
                                                                                         ---------
PROPERTY AND EQUIPMENT, NET                                                                 87,065
OTHER ASSETS
   Licensed patents, net                                                                    63,375
                                                                                         ---------
TOTAL ASSETS                                                                            $2,232,847
                                                                                        ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable                                                                        547,858
   Due to related parties                                                                   58,958
   Accrued liabilities                                                                     320,277
   Foreign income taxes payable                                                             60,503
   Notes payable, unrelated parties                                                        364,456
                                                                                         ---------
        Total current liabilities                                                        1,352,053
                                                                                         ---------
MINORITY INTEREST IN REMEDENT N.V.                                                       1,047,107
STOCKHOLDERS' DEFICIT:
   Common stock (50,000,000 shares authorized,
     $0.001 par value; 39,829,158 shares issued
     and outstanding at December 31, 2004                                                   39,829
   Additional paid-in capital                                                            5,385,941
   Accumulated deficit                                                                  (5,653,903)
   Common stock subscribed (4,068,156 shares as of
   December 31, 2004 )                                                                       4,068
   Accumulated other comprehensive income
     (foreign currency translation adjustment)                                              57,752
                                                                                          --------
        Total stockholders' deficit                                                       (166,313)
                                                                                         ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $2,232,847
                                                                                        ==========
</table>
          See the accompanying notes to the financial statements.


                                     Page 1

<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
      FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

<table>
<caption>
<S>                                                   <C>                    <C>             <C>                  <C>
                                                    For the three months ended                  For the nine months ended
                                              ----------------------------------------    ---------------------------------------

                                                                       (Restated)                                  (Restated)
                                              December 31, 2004     December 31, 2003     December 31, 2004      December 31, 2003
                                              -----------------     -----------------     -----------------      -----------------

Net sales                                          $  2,010,666          $  1,804,686          $  5,104,020          $ 3,294,138

Cost of sales                                           812,043               819,336             2,115,624            1,576,643
                                                       --------              --------            ----------           ----------

    Gross profit                                      1,198,623               985,350             2,988,396            1,717,495

Operating Expenses

   Research and development                              59,708                48,963               139,909               65,719

   Sales and marketing                                   88,490                62,242               227,063              120,039

   General and administrative                           797,453               480,472             1,833,277            1,150,127

   Depreciation and amortization                         10,456                 6,547                25,411               17,044
                                                        -------                ------               -------            ---------

    TOTAL OPERATING EXPENSES                            956,107               598,224             2,225,660            1,352,929
                                                       --------              --------            ----------            ---------

INCOME (LOSS) FROM OPERATIONS                           242,516               387,126               762,736              364,566
OTHER INCOME (EXPENSES)

   Interest expense                                     (22,710)              (34,338)              (54,840)             (83,322)


   Other income (expense)                                     -                14,226                   -                 16,455
                                                           ----               -------               --------             -------

    TOTAL OTHER INCOME (EXPENSES)                       (22,710)              (20,112)              (54,840)             (66,867)
                                                        --------              --------              --------             --------


INCOME BEFORE INCOME TAXES                              219,806               367,014               707,896              297,699


Income tax expense                                     (245,188)                    -              (245,188)                   -


MINORITY INTEREST IN REMEDENT N.V.                      (54,861)                    -              (455,790)            (232,205)
                                                        --------     -----------------     -----------------     ----------------

NET INCOME (LOSS)                                    $  (80,243)           $  367,014             $   6,918           $   65,494
                                                     ===========     ================      ================      ===============

LOSS PER SHARE
  Basic                                              $    (0.00)            $    0.01             $    0.00            $    0.00
                                                     ===========     ================      ================      ===============
  Fully diluted                                      $    (0.00)            $    0.01             $    0.00            $    0.00
                                                     ===========     ================      ================      ===============
WEIGHTED AVERAGE SHARES OUTSTANDING

  Basic                                              39,829,158            31,986,557            39,667,986           31,819,990
                                                    ===========      ================      ================      ===============

  Fully diluted                                      41,604,158            31,986,557            41,442,986           31,819,990
                                                    ===========      ================      ================      ===============
</table>

             See the accompanying notes to the financial statements.

                                     Page 2

<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)
<table>
<caption>
<S>                                                                                 <C>                         <C>
                                                                                    For the nine months ended
                                                                                                            (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:                                             December 31, 2004         December 31, 2003
                                                                                  -----------------         -----------------

Net income (loss)                                                                       $     6,918                    65,494
Adjustments to reconcile net cash provided
  (used) by operating activities:
  Depreciation and amortization                                                              25,411                    17,044
  Allowance for doubtful accounts                                                            32,039                  (68,260)
  Inventory reserve                                                                           3,486                    27,030
  Minority Interest                                                                         455,790                   232,205
  Changes in operating assets and
   liabilities:
    Accounts receivable                                                                     447,165                 (886,749)
    Inventories                                                                               8,308                 (300,926)
    Prepaid expenses                                                                       (52,309)                     7,202
    Other assets                                                                                  -                       903
    Accounts payable                                                                      (120,103)                   371,999
    Foreign income taxes payable                                                             60,503                         -
    Accrued liabilities                                                                      36,473                  208,331
                                                                                             ------                  -------

Net cash provided (used) by operating activities                                            903,681                  (325,727)
                                                                                           --------               ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                                                                      (66,536)                  (16,044)
Investments                                                                                (29,216)                  (19,786)
Consideration for licensed patent rights                                                   (65,000)                         -
Notes from related parties                                                                (148,441)                     2,018
                                                                                       ------------             -------------
Net cash provided (used) by investing activities                                          (309,193)                  (33,812)
                                                                                       ------------             -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft                                                                                    -                        24
Proceeds from stock                                                                               -                   277,884
Note repayments to  non related parties                                                           -                  (69,898)
Net proceeds (reduction) in line of credit                                                (792,343)                    36,957
Payments on notes payable                                                                 (166,262)                         -
Proceeds from notes payable                                                                 201,750                    41,710
Proceeds from sale of liabilities                                                                 -                   335,713
Net liabilities sold                                                                              -                  (335,713)
                                                                                      -------------             -------------
Net cash provided (used) by financing activities                                          (756,855)                   286,677
                                                                                      -------------             -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 (162,367)                  (72,862)

Effect of exchange rates on cash and cash equivalents                                        96,216                    72,864

CASH AND CASH EQUIVALENTS, BEGINNING                                                        172,382                         -
                                                                                      -------------             -------------
CASH AND CASH EQUIVALENTS, ENDING                                                      $    106,231                $        -
                                                                                      =============             =============
</table>
                 See Supplemental disclosures on following page.

             See the accompanying notes to the financial statements.

                                     Page 3
<PAGE>

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the quarter ended  September 30, 2003,  the Company issued 637,916 shares
of common stock for the repayment of $84,406 in accrued expenses.

During the quarter ended September 30, 2003, the Company issued 1,810,000 shares
of common stock for the full settlement of $107,778 in notes payable and $10,000
in accrued interest.

During the quarter ended  September 30, 2003,  the Company issued 125,000 shares
of common stock for the repayment of $10,000 in accounts payable indebtedness.

During  March  2004,  the Company  issued  3,000,000  shares of common  stock in
payment of services in the amount of $240,000.

During March 2004,  the Company issued 772,500 shares of common stock in payment
of consulting fees for a total of $87,000.

During March 2004,  the Company  issued  500,000  shares of common stock for the
settlement of consulting fees for a total of $22,700.

During  September  2004,  the  Company  issued  250,000  shares  of  stock to an
unrelated  third  party for the  settlement  of  consulting  fees for a total of
$2,500.

During the quarter  ended  December 31, 2004,  the Company  executed  agreements
effective  as of  December  31,  2004  which  converted  convertible  debentures
totaling $127,580 in principal plus $62,187 in interest into 3,695,340 of common
stock subscribed.

                                             2004                   2003
                                             ----                   ----

SUPPLEMENTAL INFORMATION:
Interest paid                         $    30,992              $  83,322
Foreign income taxes                  $   201,675              $       0







             See the accompanying notes to the financial statements.


                                     Page 4
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
              FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 AND 2003
                                   (UNAUDITED)

<table>
<caption>
<S>                                                  <C>                     <C>                 <C>                 <C>
                                                          For the three months ended                For the nine months ended
                                                    ---------------------------------------    ------------------------------------

                                                                              (Restated)                              (Restated)
                                                         December 31,         December 31,        December 31,        December 31,
                                                             2004                 2003               2004                 2003
                                                             ----                 ----               ----                 ----
Net Income (Loss)                                          $   (80,243)         $ 367,014            $  6,918            $  65,494

OTHER COMPREHENSIVE
  INCOME (LOSS):
      Foreign currency translation adjustment                   87,967            (16,208)             96,216               72,865
                                                              --------          ---------            --------            ---------
Comprehensive income (loss)                                   $  7,724          $ 350,806            $103,134            $ 138,359
                                                              =========         ==========           =========           =========

</table>
             See the accompanying notes to the financial statements.


                                     Page 5
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004
                                   (UNAUDITED)

1.   GENERAL

     The  accompanying  interim  financial  statements  include the  accounts of
     Remedent  USA,  Inc.  (Incorporated  in Nevada)  and its two  subsidiaries,
     Remedent NV (Belgian corporation) located in Deurle,  Belgium, and Remedent
     Professional,   Inc.  (Incorporated  in  California)   (Collectively,   the
     "Company").  Remedent USA, Inc. is a holding  company with  headquarters in
     Deurle,  Belgium.  Remedent  Professional,  Inc.  has  been  dormant  since
     inception.  At December 31, 2004,  Remedent USA owned 22% of Remedent NV, a
     manufacturer of professional dental equipment for use by dentists and other
     consumer  related dental  products.  Since the controlling  shareholders of
     Remedent NV are officers of Remedent USA or companies  owned by officers of
     Remedent USA, the Company believes that it has "control" of Remedent NV, as
     defined by ARB 51  "Consolidated  Financial  Statements".  The  Company has
     consolidated  the financial  position and results of operations of Remedent
     NV. Remedent Professional Inc., a wholly-owned  subsidiary of Remedent USA,
     was formed as the United States of America sales organization for equipment
     manufactured  by  Remedent  NV  but  has  been  inactive.  All  significant
     inter-company  accounts  and  transactions  have  been  eliminated  in  the
     consolidated financial statements.

2.   RESTATEMENT

     In November, 2004, the Company detected errors in certain previously issued
     financial  statements  including  the financial  statements  for the period
     ended  December  31,  2003  included  herein.  The  errors  relate  to  the
     classification of certain assets,  minority interest and paid in capital as
     well as mathematical errors in the Statement of Cash Flows.

     In March 2003 the Company did not properly record a capital contribution to
     its subsidiary, Remedent N.V. by two of the Company's officers. The capital
     contribution  was the value of certain fixed income  securities  which were
     assigned and irrevocably  transferred to Remedent N.V on March 5, 2003 (the
     "Transfer  Date") as well as forgiveness of 75,000 Euros ($77,827) in notes
     payable from the same officers.  The initial value of the securities on the
     Transfer  Date  was  235,000  Euros   ($243,860).   These  securities  were
     collateral  for a bank  line of credit  and had  previously  been  shown as
     restricted  investments  on  the  Company's  balance  sheet.  The  $321,687
     historical value of the fixed income  securities and notes payable has been
     recorded and credited to additional paid in capital.

     This  foregoing  capital  contribution  occurred as a result of the sale by
     Remedent N.V of 7,200 shares of Remedent N.V stock, representing 78% of the
     outstanding  shares of  Remedent  N.V.  after  conclusion  of the sale.  In
     December 2002, as a result of losses incurred  during its start-up  period,
     Remedent N.V.'s  shareholder equity fell below that which is required under
     Belgium law. In accordance  with Belgium law,  Remedent  N.V.  retained the
     services of an independent  Belgium  certified  accountant to determine the
     amount of  additional  capital  contribution  necessary  to bring  Remedent
     N.V.'s balance sheet into compliance.  As a result of this analysis, it was
     determined  that  additional  capital  of  310,000  Euros  ($321,687  as of
     December  2002)  would be  required  and,  further,  that  Remedent  N.V.'s
     valuation prior to such capital  contribution  was 88,500 Euros. In as much
     as Remedent USA lacked the  financial  resources to provide the  additional
     capital required, Remedent N.V. elected to issue 7,171 shares of its common
     stock to Lausha N.V., a company controlled by Guy De Vreese in exchange for
     conversion of 50,000 Euros in notes payable and contribution of the 235,000
     Euros in fixed income  marketable  securities  discussed above,  both as an


                                     Page 6
<page>

     irrevocable capital contribution to Remedent N.V.. In addition, Remedent NV
     issued 629 shares to Robin List in exchange for  conversion of 25,000 Euros
     in notes payable as an irrevocable  capital  contribution  to Remedent N.V.
     Mr. De Vreese and Mr. List are both officers and directors of Remedent N.V.
     and  Remedent  USA,  Inc. As a result of this  transaction,  as  previously
     reported  in  earlier  filings,  we  currently  own 22% of our  subsidiary,
     Remedent N.V.

     In  connection  with the same  transaction,  the Company did not  correctly
     record the  Minority  Interest  related  to the  previously  mentioned  78%
     ownership of our  subsidiary,  Remedent N.V. The effect of these errors had
     been to  understate  the value of the  Minority  Interest by $232,205 as of
     December 31, 2003.

     The effect on other accounts  related to the foregoing error as of December
     31, 2003 were to understate investments by $275,725;  understate additional
     paid in capital by $243,859; understate accumulated deficit by $261,352 and
     understate the accumulated other comprehensive income from foreign currency
     translation by $61,013.

     In addition to the foregoing, other errors related to the classification of
     certain  liabilities as of December 31, 2003 were  discovered  resulting in
     increases to notes payable,  unrelated  parties and accrued  liabilities of
     $213,779 and $15,591,  respectively,  with offsetting decreases to the line
     of credit and due to related parties of $222,905 and $6,465, respectively.

     In the process of preparing  the foregoing  restatement  as of December 31,
     2003, the Company  determined  that, in addition to the changes required in
     the  Statement  of Cash  Flows  resulting  from the  foregoing,  there were
     mathematical  errors  in the  Statement  of  Cash  Flows  which  have  been
     corrected.  The following  tables set forth the amounts as previously filed
     and the restated amounts for the Balance Sheet,  Statement of Income (Loss)
     and the  Statement  of Cash Flows for the nine months  ended  December  31,
     2003:











                                     Page 7
<PAGE>

<table>
<caption>
<S>                                                                        <C>                              <C>
                                                                                       December 31, 2003
                                                                                          (Unaudited)
                                                                            Originally Filed                     Restated
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                      $        -                    $       -

   Investments, restricted                                                                 -                      275,725

   Accounts receivable, net                                                        1,133,023                    1,133,023

   Due from related party                                                            134,930                      134,930

   Inventories, net                                                                  390,725                      390,725

   Prepaid expense                                                                    31,841                       31,841
                                                                                  ----------                    ---------
        Total current assets                                                       1,690,519                    1,966,244
                                                                                  ----------                    ---------

PROPERTY AND EQUIPMENT, NET                                                           43,046                       43,046
OTHER ASSETS

   Other                                                                                 887                          887
                                                                                  ----------                 ------------

                                                                                         887                          887
                                                                                  ----------                 ------------
TOTAL ASSETS                                                                   $   1,734,452                 $  2,010,177
                                                                              ==============                 ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Bank overdraft                                                                $       24                   $       24

    Line of Credit                                                                   521,434                      298,529

   Accounts payable                                                                  824,755                      824,755

   Due to related parties                                                            154,595                      148,130

   Accrued liabilities                                                               460,018                      475,609

   Notes payable, unrelated parties                                                  265,192                      478,971
                                                                                  ----------                   ----------
        Total current liabilities                                                  2,226,018                    2,226,018
                                                                                  ----------                   ----------


MINORITY INTEREST IN REMEDENT N.V.                                                         -                      232,205
STOCKHOLDERS' DEFICIT:
   Common stock (50,000,000 shares authorized,
     $0.001 par value; 32,411,558 shares issued

     and outstanding at December 31, 2003                                             32,412                       32,412

   Additional paid-in capital                                                      4,855,555                    5,099,414
   Accumulated deficit                                                           (5,350,127)                  (5,611,479)

   Common stock subscribed                                                             6,936                        6,936
   Accumulated other comprehensive income (loss)
     (foreign currency translation adjustment)                                      (36,342)                       24,671
                                                                             ---------------                 ------------
        Total stockholders' deficit                                                (491,566)                    (448,046)
                                                                             ---------------                    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $   1,734,452                 $  2,010,177
                                                                              ==============                 ============
</table>


                                     Page 8

<page>

<table>
<Caption>
<S>                                                                     <C>                          <C>
                                                                             For the nine months
                                                                           ended December 31, 2003
                                                                                 (Unaudited)
                                                                      Originally filed              Restated
                                                                      ----------------             -----------
Net sales                                                                 $   3,294,138            $ 3,294,138
Cost of sales                                                                 1,576,643              1,576,643
                                                                          -------------            -----------
           Gross profit                                                       1,717,495              1,717,495

Operating Expenses
   Research and development                                                      65,719                 65,719
   Sales and marketing                                                          120,039                120,039
   General and administrative                                                 1,150,127              1,150,127
   Depreciation and amortization                                                 17,044                 17,044
                                                                          -------------            -----------
           TOTAL OPERATING EXPENSES                                           1,352,929              1,352,929
                                                                          -------------            -----------

INCOME (LOSS) FROM OPERATIONS                                                   364,566                364,565

OTHER INCOME (EXPENSES)
   Interest expense                                                            (83,322)               (83,322)
   Other income (expense)                                                        16,455                 16,455
                                                                          -------------            -----------

           TOTAL OTHER INCOME (EXPENSES)                                       (66,867)               (66,867)
                                                                          -------------            -----------

INCOME BEFORE INCOME TAXES                                                      297,699                297,699


Income tax expense                                                                    -                      -


MINORITY INTEREST IN REMEDENT N.V.                                                    -              (232,205)
                                                                           ------------             ----------

NET INCOME                                                                 $    297,699              $  65,494
                                                                          =============              =========

</table>




                                     Page 9

<PAGE>

<table>
<caption>
<S>                                                                                  <C>                       <C>
                                                                                       For the nine months
                                                                                     ended December 31, 2003
                                                                                           (Unaudited)
                                                                                Previously filed            (Restated)
                                                                                ----------------            ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                           $   297,699              $ 65,494
Adjustments to reconcile net cash provided
 (used) by operating activities:

  Depreciation and amortization                                                           14,844                17,044
  Allowance for doubtful accounts                                                              -              (68,260)

  Inventory reserve                                                                     (26,233)                27,030
  Minority Interest                                                                            -               232,205
  Changes in operating assets and liabilities:
    Accounts receivable                                                                (643,257)             (886,749)

    Notes Receivable, related parties                                                     17,955

    Inventories                                                                            8,990             (300,926)

    Prepaid expenses                                                                     115,268                 7,202

    Other assets                                                                               1                   903
    Accounts payable                                                                     244,056               371,999
    Accrued liabilities                                                                 103,320                208,331
                                                                                  -------------          -------------
Net cash provided (used) by operating activities                                        132,643              (325,727)
                                                                                 --------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of equipment                                                                    (9,830)              (16,044)
Investments                                                                                                   (19,786)

Notes from related parties                                                              (62,960)                2,018
                                                                                        --------                -----

Net cash provided (used) by investing activities                                        (72,790)              (33,812)
                                                                                        --------         -------------
CASH FLOWS FROM FINANCING ACTIVITIES:

Bank overdraft                                                                                10                    24
Proceeds from stock                                                                            -               277,884

Payments (to) from non related parties                                                         -              (69,898)

Net proceeds (reduction) in line of credit                                             (189,211)                36,957

Payments on notes payable                                                                 75,101                     -

Proceeds from notes payable                                                              355,712                41,710
Proceeds from sale of liabilities                                                                              335,713
Net liabilities sold                                                                   (335,713)             (335,713)
                                                                                 ---------------     -----------------

Net cash provided (used) by financing activities                                        (94,101)               286,677
                                                                                        --------          ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (34,248)              (72,862)

Effect of exchange rates on cash and cash equivalents                                     34,248                72,864

CASH AND CASH EQUIVALENTS, BEGINNING                                                           -                     -
                                                                                     -----------            ----------
CASH AND CASH EQUIVALENTS, ENDING                                                    $         -            $        -
                                                                                     ===========            ==========

</table>

                                    Page 10
<page>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Presentation

     The interim  consolidated  financial  statements  of Remedent USA, 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 nine months ended December 31, 2004, are not necessarily indicative
     of the  results  that may be expected  for the year ended  March 31,  2005.
     Accordingly,  your attention is directed to footnote  disclosures  found in
     the March 31, 2004 Annual Report,  as amended,  and particularly to Note 1,
     which includes a summary of significant accounting policies.

     Basis for Presentation

     The Company's  financial  statements have been prepared on an accrual basis
     of accounting,  in conformity with accounting principles generally accepted
     in  the  United  States  of  America.   These  principles  contemplate  the
     realization  of assets and  liquidation of liabilities in the normal course
     of business.  The  preparation of financial  statements in conformity  with
     accounting  principles  generally  accepted in the United States of America
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amounts of assets and  liabilities  and  disclosure of contingent
     assets and liabilities at the date of the financial statements and reported
     amounts of revenues  and  expenses  during the  reporting  periods.  Actual
     results could differ from those estimates.

     Principles of Consolidation

     All  inter-company  balances  and  transactions  have  been  eliminated  in
     consolidation.   Corporate   administrative  costs  are  not  allocated  to
     subsidiaries.

     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
     December  31,  2004,  one commonly  controlled  group of  customers  (Omega
     Pharma, which includes Omega Pharma NV (Belgium),  Chefaro UK, Ltd, Chefaro
     Espanola SA, Chefaro Nederland BV, Chefaro  Portuguesa and Deutsche Chefaro
     Pharma GmbH) accounted for 37% of the Company's trade accounts  receivable.
     The Company  performs  ongoing  credit  evaluations  of its  customers  and
     normally does not require collateral to support accounts receivable.

     Purchases - The Company does not  specifically  rely upon any suppliers for
     key  components  for its products.  Since the Company has begun to assemble
     and package its  products in house,  the  reliance on any one  supplier has
     diminished.  The loss of any one supplier would not have a material  impact
     on the Company's operations.

     Revenues - For the period  ended  December  31,  2004,  the Company had one
     controlled group of customers whose sales were 37% of total revenues.  This
     number  represents the collective  sales for the group Omega Pharma,  which
     includes Omega Pharma NV (Belgium),  Chefaro UK, Ltd,  Chefaro Espanola SA,
     Chefaro Nederland BV, Chefaro  Portuguesa and Deutsche Chefaro Pharma GmbH,
     that are invoiced through the Belgium Headquarters.



                                    Page 11
<page>

     Revenue Recognition

     Sales are recorded when products are shipped to customers.  Provisions  for
     discounts and rebates to customers,  estimated returns and allowances,  and
     other  adjustments  are provided for in the same period that related  sales
     are  recorded.  The Company  recognizes  revenue in  accordance  with Staff
     Accounting Bulletin 104.

     Impairment of Long-Lived Assets

     Long-lived  assets  consist  primarily  of  property  and  equipment.   The
     recoverability  of  long-lived  assets  is  evaluated  by  an  analysis  of
     operating results and consideration of other significant  events or changes
     in the business  environment.  If impairment exists, the carrying amount of
     the  long-lived  assets is reduced to its  estimated  fair value,  less any
     costs  associated  with the final  settlement.  As of  December  31,  2004,
     management  believes  there was no impairment  of the Company's  long-lived
     assets.

     Pervasiveness of Estimates

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

     Cash and Cash Equivalents

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

     Investments

     The Company  accounts for  investments,  available  for sale, in accordance
     with SFAS No. 115,  "Accounting for Certain  Investments in Debt and Equity
     Securities." The Company  determines the appropriate  classification of all
     marketable securities as held-to-maturity, available for sale or trading at
     the time of  purchase,  and  re-evaluates  such  classification  as of each
     balance sheet date. Unrealized gains and losses are reported as a component
     of accumulated other comprehensive  income (loss) in stockholders'  equity.
     The  amortized  cost of debt  securities  is adjusted for  amortization  of
     premiums and accretion of discounts  from the date of purchase to maturity.
     Such  amortization  is  included  in  interest  income as an addition to or
     deduction from the coupon interest earned on the  investments.  The Company
     follows its investment  managers'  methods of determining the cost basis in
     computing  realized  gains and losses on the sale of its available for sale
     securities,  which  includes both the specific  identification  and average
     cost  methods.  Realized  gains and losses  are  included  in other  income
     (expense).

     Accounts Receivable and Allowance for Doubtful Accounts

     The  Company  sells  professional  dental  equipment  and  consumer  dental
     products to various companies, primarily to distributors located in Western
     Europe. The terms of sales vary by customer,  however,  generally are 2% 10
     days, net 30 days.  Accounts receivable is reported at net realizable value
     and net of allowance for doubtful  accounts.  As of December 31, 2004,  the
     allowance for doubtful accounts was $59,392. The Company uses the allowance
     method to account for  uncollectible  accounts  receivable.  The  Company's
     estimate is based on historical  collection  experience and a review of the
     current status of trade accounts receivable.



                                    Page 12
<page>

     Prepaid Expense

     The Company's  prepaid  expense  consists of  prepayments  to suppliers for
     inventory  purchases and to the Belgium  customs  department,  to obtain an
     exemption of direct VAT  payments  for  imported  goods out of the European
     Union ("EU").  This prepayment serves as a guarantee to obtain the facility
     to pay VAT at the moment of sale and not at the moment of  importing  goods
     at the border.

     Property and Equipment

     Property and equipment are stated at cost.  Major renewals and improvements
     are  charged to the asset  accounts  while  replacements,  maintenance  and
     repairs, which do not improve or extend the lives of the respective assets,
     are  expensed.  At the time property and equipment are retired or otherwise
     disposed of, the asset and related  accumulated  depreciation  accounts are
     relieved of the  applicable  amounts.  Gains or losses from  retirements or
     sales are credited or charged to income.

     The Company  depreciates its property and equipment for financial reporting
     purposes  using the  straight-line  method based upon the following  useful
     lives of the assets:

     Tooling                                       3 Years
     Manufacturing Equipment                       4 Years
     Furniture and fixtures                        4 Years

     Customers Outside of the United States

     Sales to customers outside of the United States were 99% of total sales for
     the nine month  period  ended  December 31, 2004 and 98% of total sales for
     the nine month period ended  December 31, 2003.  The sales were made mostly
     to customers in countries that are members of the European Union ("EU").

                                             2004                     2003
                                             ----                     ----

         U.S. sales                  $     38,859            $      81,008
         Foreign sales                  5,065,161                3,213,130
                                        ---------                ---------

         Total sales                 $  5,104,020            $   3,294,138
                                     ============            =============

     Research and Development Costs

     The Company expenses research and development costs as incurred.

     Advertising

     Costs  incurred for producing and  communicating  advertising  are expensed
     when  incurred  and are  included  in selling,  general and  administrative
     expenses.   For  the  nine  months  ended   December  31,  2004  and  2003,
     consolidated   advertising   expense  amounted  to  $128,540  and  $55,386,
     respectively.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting  Standards No. 109 (SFAS 109),  "Accounting  for Income  Taxes."
     Deferred  taxes are  recognized  for temporary  differences in the bases of
     assets and liabilities for financial  statement and income tax reporting as
     well as for  operating  losses and credit carry  forwards.  A provision has
     been made for income taxes due on taxable income and for the deferred taxes


                                    Page 13
<page>

     on the temporary differences.  The components of the deferred tax asset and
     liability are individually  classified as current and non-current  based on
     their characteristics.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Warranties

     The Company typically warrants its products against defects in material and
     workmanship for a period of 18 months from shipment.  Based upon historical
     trends and  warranties  provided by our suppliers and  sub-contractors;  we
     have  recorded as of December  31, 2004 a provision  for  potential  future
     warranty costs of $20,168.

     Impact of New Accounting Standards

     In November 2004, the FASB issued SFAS 151 "Inventory  Costs,  an amendment
     of ARB No. 43, Chapter 4.". This  Statement  amends the guidance in ARB No.
     43, Chapter 4, "Inventory  Pricing," to clarify the accounting for abnormal
     amounts of idle  facility  expense,  freight,  handling  costs,  and wasted
     material (spoilage). This Statement requires that those items be recognized
     as  current-period  charges.  In addition,  this  Statement  requires  that
     allocation  of fixed  production  overheads to the costs of  conversion  be
     based on the normal capacity of the production facilities. The Company will
     adopt this statement for the fiscal year beginning April 1, 2006.

     In December  2004,  the FASB issued  Statement No.  123(R),  ("FAS 123(R)")
     "Share-Based  Payment".  This  statement  replaces FASB  Statement No. 123,
     "Accounting for Stock-Based  Compensation",  and supersedes APB Opinion No.
     25,  "Accounting  for Stock Issued to Employees".  FAS 123(R) covers a wide
     range of share-based  compensation,  including stock options,  and requires
     that the compensation cost relating to share-based transactions be measured
     at fair value and recognized in the financial  statements.  Public entities
     filing as small business issuers will be required to apply Statement 123(R)
     in the first interim or annual  reporting  period  beginning after December
     15, 2005. The Company will adopt this statement on January 1, 2006.

     Computation of Earnings Per Share

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

     Conversion of Foreign Currencies

     The reporting  currency for the  consolidated  financial  statements of the
     Company is the U.S.  dollar.  The  functional  currency  for the  Company's
     European subsidiary, Remedent N.V. is the Euro. The functional currency for
     Remedent  Professional,  Inc. is the U.S.  dollar.  The Company  translates
     foreign  currency  statements to the reporting  currency in accordance with
     FASB 52. The assets and liabilities of companies whose functional  currency
     is  other  that  the U.S.  dollar  are  included  in the  consolidation  by
     translating the assets and liabilities at the exchange rates  applicable at
     the end of the reporting period. The statements of income of such companies


                                    Page 14
<page>

     are translated at the average exchange rates during the applicable  period.
     Translation  gains or losses are  accumulated  as a separate  component  of
     stockholders' deficit.

     Accounting for Stock Based Compensation

     Stock option grants are set at the closing  price of the  Company's  common
     stock  on the  day  prior  to the  date  of  grant.  Therefore,  under  the
     principles   of  APB  Opinion  No.  25,  the  Company  does  not  recognize
     compensation  expense associated with the grant of stock options.  SFAS No.
     123, "Accounting for Stock-Based  Compensation," requires the use of option
     valuation  models to provide  supplemental  information  regarding  options
     granted after 1994.

4.   INVESTMENTS

     The following is a summary of the Company's  investments available for sale
     as of December 31, 2004:

         Private bonds                             $          28,396
         Fixed income mutual funds                           289,471
                                                          ----------

         Total                                            $  317,867
                                                          ==========


5.   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

     A summary of accounts  receivable and allowance for doubtful accounts is as
     follows:

     Accounts receivable                             $   927,802
     Allowance for doubtful accounts                    (59,393)
                                                     -----------
     Net accounts receivable                         $   868,409
                                                     ===========

     Allowance for doubtful accounts:

     Balance, April 1, 2004                          $    27,353
     Increase in estimate of provision for
       doubtful accounts                                  32,040
                                                     -----------
     Balance, December 31, 2004                       $   59,393
                                                      ==========

     At December 31, 2004, the Company had $30,390 in accounts  receivable  that
     were 90 or more days past due.

6.   DUE FROM RELATED PARTY

     On February 12, 2002,  Remedent  N.V.  entered  into a loan  agreement  for
     (euro)  125,000 with Lident  N.V.,  a company  owned and operated by Guy De
     Vreese,  the  Company's  Chairman.   The  agreement  was  entered  into  in
     connection with a line of credit  established by Remedent NV with a Belgian
     bank (See note 9). Due to the  insufficient  assets  maintained by Remedent
     N.V.  as of  inception  date of the line of credit,  the bank  imposed  two
     requirements  for the  extension  of credit;  (1) Mr. De Vreese  personally
     guarantee the line of credit, and (2) Lident N.V. was required to repay its
     existing line of credit in full. As such,  (euro)  125,000 of Remedent N.V.
     `s proceeds from the line of credit was utilized to repay Lident's existing
     line of credit. On October 8, 2004,  Remedent N.V. obtained a new bank line
     of credit  facility with a different  Belgian bank which no longer required
     the guarantee of Mr. De Vreese.  Lident commenced  repayment to the Company
     of this loan in September  2004  reducing the  obligation  by (euro) 10,000
     resulting  in a balance  due as of  December  31,  2004 of  (euro)  115,000
     ($154,718).  All outstanding  obligations under the original line of credit



                                    Page 15
<page>

     are  anticipated to be paid in full by March 31, 2005, at which time Mr. De
     Vreese's  guarantee will be released and the entire balance due from Lident
     will be repaid.

     In addition,  in  September  2004,  the Company  advanced to Lident N.V., a
     company controlled by Mr. De Vreese, a refundable deposit of (euro) 100,000
     ($134,450) in consideration for an option to license a patent and worldwide
     manufacturing  and  distribution  rights for a potential  new product which
     Lident had rights to prior to Mr. De Vreese  association  with the Company.
     This  advance is subject  to the  Company's  due  diligence  regarding  the
     enforceability  of the patent and  marketability of the product,  which, if
     viable,  will be assigned to the  Company for no  additional  consideration
     and, if not viable, the deposit will be repaid in full by Lident.

7.   INVENTORIES

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

                                                          December 31, 2004
                                                          -----------------
         Raw materials                                       $      4,675
         Finished goods                                           455,181
         Less inventory reserve                                  (40,335)
                                                                 --------

         Inventory, net                                         $ 419,521
                                                                =========

8.   PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

                                                      December 31, 2004
                                                      -----------------
     Tooling                                                 $ 49,782
     Furniture and fixtures                                    38,650
     Manufacturing equipment                                   69,153
     Less accumulated depreciation                           (70,520)
                                                             --------

     Property and equipment, net                             $ 87,065
                                                             ========

9.   LICENSED PATENTS

     In October  2004,  the Company  acquired  from the inventor the  exclusive,
     perpetual  license to two issued United States patents which are applicable
     to several teeth  whitening  products  currently  under  development by the
     Company.  Pursuant to the terms of the license  agreement,  the Company was
     granted an exclusive, worldwide, perpetual license to manufacture,  market,
     distribute and sell the products contemplated by the patents subject to; 1)
     the payment of $65,000 as  reimbursement to the patent holder for legal and
     other  costs  associated  with  obtaining  the  patents,  which was paid in
     October 2004, and royalties for each unit sold subject to an annual minimum
     royalty of $100,000 per year. The Company is amortizing the initial cost of
     $65,000 for these patents over a ten year period.

10.  LINE OF CREDIT

     On October 8, 2004, the Company obtained a new line of credit facility with
     a new Belgian  bank for (euro)  1,050,000  (US  $1,412,250  at December 31,
     2004)  Line of Credit  Facility  (the  "Facility")  with a  Belgian  bank ,
     consisting  of a (euro)  800,000  (US  $992,800)  credit  line based on the
     eligible  accounts  receivable and a (euro)  250,000 (US $310,250)  general
     line of credit. Advances are approved by the bank based upon dated bills of


                                    Page 16
<page>

     exchange  issued  and  signed by the  customer  for  shipped  goods.  These
     advances  are  discounted  at a rate of 2.125%.  As of December  31,  2004,
     Remedent NV had no advances outstanding under this line of credit facility.
     Interest on the general line of credit was 4.61 % at December 31, 2004.

11.  DUE TO RELATED PARTIES

                                                                December 31,
                                                                   2004
                                                                   ----
     Borrowings from employees in the form
     of working capital loans                                   $ 58,958
                                                                ---------

     Borrowings  from  employees  and  entities  controlled  by  officers of the
     Company are due upon demand and bear no interest.

12.  ACCRUED LIABILITIES

     Accrued liabilities are summarized as follows:
                                                           December 31,
                                                              2004
                                                              ----
     Accrued interest                                       $ 17,553
     Accrued audit and tax fees                               26,650
     Accrued travel                                           18,199
     Accrued social taxes                                    173,059
     Accrued commissions                                      21,585
     Deferred R& D grant                                      19,562
     Customer prepayments                                      4,998
     Accrued other                                            18,502
                                                           ---------

     Total accrued liabilities                            $  300,109
                                                          ==========

13.  NOTES PAYABLE

     Notes payable are summarized as follows:

        Convertible Debentures:
         Maturity Dates: September 1, 2001 thru February 8, 2002
         Interest rate: 10% per annum
         Optional conversion rate: 30% of the average
         trading price (average of bid and ask) for the
         30 days immediately prior to the maturity date.
         Debentures are unsecured.
         Unpaid principal balance                                  $20,000

        Union Bank Debt:
         Maturity Dates: April 26, 2005
         Interest rate: 7.5% per annum
         Security All of the assets of the company
         Unpaid principal balance                                   11,281



                                    Page 17
<page>

       Convertible Promissory Note:
        Maturity Date: September 30, 2004
        Interest rate: 10% per annum
        Conversion rate: Balance of note shall be converted into
        the number of shares necessary to provide the note holder
        with two percent of the Company's outstanding shares of
        common stock, calculated on a fully diluted basis.
        Promissory note is secured by a first security interest in
        assets of the Company pursuant to the terms of the Security
        Agreement.
        Unpaid principal balance                                      100,000

       Loan Payable -Fortis Bank
        Maturity: October 9, 2005,
        Original principal balance Euro 150,000 ($201,750)
        Interest Rate: 4.09%, Unsecured
        Payable in twelve equal monthly installments of 12,783 Euro
        ($17,193)
        Unpaid principal balance                                      168,640

      Loans payable -others
       Maturity Dates - April 15, 2006, Interest rate 10%,
       Unsecured, Convertible into one share of Remedent N.V.
       Common stock
       Unpaid balance                                                  64,535
                                                                       ------

                             Notes Payable                           $364,456
                                                                     ========

     For the loans shown  which are past their  maturity  dates,  the company is
     presently in  negotiation  to amend the  repayment  terms and believes such
     renegotiation  will be  successful.  No defaults  have been declared by the
     note or debenture holders.

14.  INCOME TAXES

     Deferred taxes - United States
     The components of the deferred tax assets are as follows:

     Net operating loss carryforwards                              $1,111,750
     Accrued expenses and miscellaneous                                20,000
                                                                   ----------
                                                                    1,131,750
     Less valuation allowance                                     (1,131,750)
                                                                   ----------

     Net deferred tax assets                                       $        0
                                                                   ==========

     A reconciliation of valuation allowance is as follows:

     Balance, April 1, 2004                                       $ 1,074,000
     Addition for the period                                           57,750
                                                                  -----------

     Balance, December 31, 2004                                   $ 1,131,750
                                                                  ===========



                                    Page 18
<page>

     In  assessing  the  ability  to realize  deferred  tax  assets,  management
     considers  whether it is more likely  than not that some  portion or all of
     the deferred tax assets will not be realized.  The ultimate  realization of
     deferred  tax assets is dependent  upon the  generation  of future  taxable
     income  during the  periods in which  those  temporary  differences  become
     deductible.  Management  considers the  scheduled  reversal of deferred tax
     liabilities, projected future taxable income and tax planning strategies in
     making this assessment.

     Belgium income taxes

     During  the nine  months  ended  December  31,  2004,  Remedent  N.V.,  the
     Company's Belgium  subsidiary,  which is on a calendar year end for Belgium
     income  tax  filing  purposes,  absorbed  100%  of its net  operating  loss
     carryforward  which totaled Euro 496,452  ($624,238) as of January 1, 2004.
     In addition, the taxable income on the calendar year basis for Remedent NV,
     net  of  the  net  operating  losses  carryforwards  totaled  Euro  574,750
     ($772,752) resulting in a current provision for Belgium income taxes at the
     effective rate of 33% of Euro 195,000  ($245,188).  This was the first year
     for which our  subsidiary  had taxable  income since its  formation in July
     2001.  Under Belgium tax  regulations,  there are no material  deferred tax
     assets or liabilities as of December 31, 2004.

     Tax Carryforwards in the United States

     For  the  period   ended  March  31,  2004,   the  Company  had   available
     approximately  $1.2 million of unused net operating loss  carryforwards for
     United States Federal Tax and  approximately  $0.5 million for the State of
     California  Franchise Tax. These loss carryforwards  begin to expire in the
     year  2013  if  not  previously  utilized.  The  tax  laws  related  to the
     utilization  of the loss  carryforwards  are  complex and the amount of the
     Company's  loss  carryforward  that will  ultimately be available to offset
     future  taxable  income  will  likely  be  subject  to  annual  limitations
     resulting from changes in the ownership of the Company's common stock.

15.  CAPITAL TRANSACTIONS

     During  September  2004,  the  Company  issued  250,000  shares of stock to
     Lincoln Equity Securities for the settlement of consulting fees for a total
     of $2,500.  This issuance  consisted of restricted  securities  bearing the
     Rule 144 legend  and was exempt  from the  registration  provisions  of the
     Securities Act of 1933 by virtue of Section 4(2).

     Effective as of December 31, 2004, the Company  executed  agreements  which
     converted  convertible  debentures  totaling  $127,580  in  principal  plus
     $62,187 in interest into  3,695,340  shares of the Company's  common stock.
     The stock  certificates have not yet been issued by the Company's  transfer
     agent and therefore classified as common stock subscribed.

16.  STOCK OPTIONS

     The Board of Directors and  stockholders  approved the  Nonstatutory  Stock
     Option Plan (the  "Plan") and adopted it on May 29,  2001.  The Company has
     reserved  5,000,000  shares  of  its  common  stock  for  issuance  to  the
     directors,   employees  and  consultants   under  the  Plan.  The  Plan  is
     administered by the Board of Directors.

     Vesting terms of the options range from immediate to five years.

     The Company has elected to continue to account for stock-based compensation
     under the  "Intrinsic  Value"  method of APB Opinion No. 25, under which no
     compensation  expense  has been  recognized  for stock  options  granted to
     employees at fair market value.



                                    Page 19
<page>

     A summary of the option  activity  for the nine months  ended  December 31,
     2004, pursuant to the terms of the plan is as follows:

                                                                     Weighted
                                                      Shares         Average
                                                      Under          Exercise
                                                      Option          Price
                                                      ------         --------
     Options outstanding at April 1, 2004            4,200,000        $0.06
     Granted                                           250,000        $0.10
     Exercised                                               0
     Cancelled and expired                                   0
                                                     ---------
     Options outstanding at December 31, 2004        4,450,000        $0.06
                                                     =========

     4,450,000 shares are exercisable at December 31, 2004.

     Information  regarding stock options outstanding as of December 31, 2004 is
     as follows:

     Price range                                             $0.05 - $0.20
     Weighted average exercise price                         $0.06
     Weighted average remaining contractual life             7 years 6 months

     The  weighted  average  fair value of options  granted  for the nine months
     ended  December  31, 2004 were  estimated as of the date of grant using the
     Black-Scholes stock option pricing model.

     For  purposes  of proforma  disclosures,  the  estimated  fair value of the
     options is  amortized to expense over the  options'  vesting  periods.  The
     Company's proforma information follows:

     Net income:
     As reported                                             $87,161
     Proforma                                                $77,161
     Income per share attributable to common stock:
     Basic:
     As reported                                             $0.00
     Proforma                                                $0.00
     Diluted:
     As reported                                             $0.00
     Proforma                                                $0.00

17.  COMMON STOCK PURCHASE WARRANTS

     The following is a summary of the stock purchase warrants outstanding as of
     December 31, 2004:

                                                 Warrant         Exercise Price
                                                 -------         --------------
     Warrants outstanding at April 1, 2004       3,206,300       $0.10 - $0.50
     Granted                                     1,000,000          $0.15
     Exercised                                           0
     Cancelled and expired                               0
                                                 ---------
     Warrants outstanding at December 31, 2004   4,206,300       $0.29 Weighted
                                                 =========          Average

     Number of shares                                                4,206,300
     Price per share                                             $0.10 - $0.50
     Expiration date                        January 11, 2007 to March 31, 2011



                                    Page 20
<page>

18.  COMMITMENTS AND CONTINGENCIES

     Real Estate Lease

     The Company leases its 26,915 square feet office and warehouse  facility in
     Deurle,  Belgium  from an  unrelated  party  pursuant  to a nine year lease
     commencing December 20, 2001 at a base rent of Euro 6,560 per month ($8,820
     per month at December 31, 2004).  In addition,  the Company is  responsible
     for the payment of annual real estate taxes or the property  which  totaled
     Euro 3,245 ($4,363) for 2004.

     Rent expense for the foregoing lease for the nine months ended December 31,
     2004 and 2003 was $67,937 and $64,066, respectively.

     Equipment Lease

     In November 2004, the Company leased new computer  equipment from a Belgium
     based Lessor pursuant to a three year operating lease with monthly payments
     of Euro 1,005 ($1,351).

     Minimum monthly lease payments for the next five years are as follows based
     upon the conversion rate for the Euro at December 31, 2004

                December 31,2005                   $122,050
                December 31, 2006                  $122,050
                December 31, 2007                  $120,699
                December 31, 2008                  $105,838
                December 31, 2009                  $105,838

18.  SEGMENT INFORMATION

     The Company's only operating  segment  consists of dental products and oral
     hygiene products sold by Remedent NV. The other subsidiaries of the Company
     have been dormant since inception.  Since the Company only has one segment,
     no further segment information is presented.

19.  SUBSEQUENT EVENTS

     In March  2004,  and in  December  2004,  a  majority  of our  shareholders
     executed  two  Majority  Written  Consents  of the  Shareholders  regarding
     authorized and approved an Amendment to our Articles of Incorporation  that
     will:  (i)  increase  the  number of our  authorized  shares to  60,000,000
     shares,  consisting  of  50,000,000  shares of common stock and  10,000,000
     shares of preferred stock,  (ii) implement a  one-for-twenty  reverse stock
     split with  consideration for fractional shares to be issued in the form of
     scrip, (iii) change our name from "Remedent USA, Inc." to "Remedent, Inc.",
     (iv)  authorized  the  election  of  four   directors,   (v)  approved  the
     acquisition of the remaining 78% of our subsidiary,  Remedent N.V. and (vi)
     adopted a 2004 Incentive and Nonstatutory Stock Option Plan. These consents
     shall not become  effective  until 20 days  following the latter of (i) the
     filing of an Information  Statement on Schedule 14C with the SEC, which was
     filed on  February  11,  2005,  and (ii) the  mailing  of this  Information
     Statement to our shareholders.





                                    Page 21
<page>


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The discussion  contained herein is for the three and nine months ended December
31, 2004 and 2003. The following  discussion  regarding the financial statements
of the Company  should be read in conjunction  with the financial  statements of
the Company included herewith.

Overview

Remedent  USA,  Inc. was  originally  incorporated  under the laws of Arizona in
September  1996.  On  October 2, 1998  Remedent  USA merged  with  Resort  World
Enterprises,  Inc., a Nevada corporation  ("RWE"). The surviving Company was RWE
and  immediately  changed the name of the  Corporation to Remedent USA, Inc. The
exchange  was a "reverse  merger" and  accounted  for as a  recapitalization  of
Remedent.

We  were  initially  formed  for  the  purposes  of  developing,  marketing  and
distributing a toothbrush,  however, due to the extremely  cost-intensive nature
of retail marketing,  we were unable to adequately increase the exposure of this
product.  As a result we reassessed our  operations  and business  structure and
implemented a complete  corporate  reorganization  plan.  This plan included the
sale of the toothbrush division and expansion into diversified business ventures
focused on dental care,  including the  development  of  high-technology  dental
equipment for the  professional  dental market and the  acquisition  of a dental
employee leasing concept.

On July 1, 2001, as part of our  diversification,  we formed three  wholly-owned
subsidiaries,   Remedent   Professional   Holdings,   Inc.   ("RPH"),   Remedent
Professional,  Inc.  ("Remedent  Professional")  and  Remedent  N.V.,  and began
developing high-technology dental equipment.  Remedent N.V. is a Belgian company
established  to  serve  as a  manufacturer  of the  dental  equipment.  Remedent
Professional  was  formed  to  serve  as  a  sales   organization  for  products
manufactured by Remedent N.V. RPH was formed as a holding company. Remedent N.V.
is  located  in Deurle,  Belgium.  Remedent  Professional,  Inc.,  and  Remedent
Professional Holdings, Inc., both wholly-owned subsidiaries of the Remedent USA,
Inc.,  have been inactive since  inception.  In March,  2002, we entered into an
Asset Purchase  Agreement  selling our toothbrush  division and this transaction
was  consummated  in September  2002.  In December  2002,  as a result of losses
incurred during its start-up  period,  Remedent N.V.'s  shareholder  equity fell
below that which is required pursuant to Belgium law. In accordance with Belgium
law,  Remedent N.V.  retained the services of an independent  Belgium  certified
accountant to determine the amount of additional capital contribution  necessary
to bring  Remedent  N.V.'s  balance sheet into  compliance.  As a result of this
analysis,  it was determined that additional  capital of 310,000 Euros ($321,687
as of December  2002) would be  required  and,  further,  that  Remedent  N.V.'s
valuation  prior to such capital  contribution  was 88,500 Euros.  In as much as
Remedent USA lacked the financial  resources to provide the  additional  capital
required,  Remedent  N.V.  elected to issue 7,171  shares of its common stock to
Lausha N.V., a company controlled by Guy De Vreese in exchange for conversion of
50,000 Euros in notes payable and  contribution of 235,000 Euros in fixed income
marketable  securities,  both as an irrevocable capital contribution to Remedent
N.V. and 629 shares to Robin List in exchange for  conversion of 25,000 Euros in
notes payable as an irrevocable  capital  contribution to Remedent N.V. Up until
June 30, 2003,  we had a unilateral  right to  repurchase  the shares  issued to
Lausha NV and Robin  List at the same price  that the  shares  were sold.  If we
exercised the option to repurchase the shares, we would have had to pay interest
to Lausha and List,  at a rate of 7% per annum based upon  outstanding  value of
the shares. In addition,  we would have been required to issue 919,355 shares of
common stock of the Company's Remedent  Professional Holdings Inc. subsidiary to
Lausha NV and 80,645 shares of the same  subsidiary to Robin List. Mr. De Vreese
and Mr. List are both  officers and directors of Remedent N.V. and Remedent USA,
Inc. As a result of this  transaction,  we currently own 22% of our  subsidiary,
Remedent N.V.



                                    Page 22
<PAGE>


All of our operations are currently  conducted through our subsidiary,  Remedent
N.V.  Since the other  shareholders  of Remedent NV are officers of Remedent USA
Inc. or companies controlled by officers of Remedent NV, we believe that we have
control  of  Remedent  NV,  as  defined  by  Accounting   Research  Bulletin  51
"Consolidated  Financial  Statements."  Our Board of Directors and a majority of
our shareholders have approved the acquisition of the 78% not owned by Remedent,
USA, Inc. such that Remedent, N.V. will become our wholly-owned subsidiary.  The
consideration  for this 78% will be the  issuance of shares of our common  stock
equal to 78% of our issued and outstanding  shares of common stock following the
transaction.

Our current products  include dental care products for the professional  dentist
and the consumer  markets.  Our principal  products  are;

1)  RemeCure,  a plasma  curing and  whitening  unit  uniquely  designed for two
applications:  quickly  curing dental  composite  materials  within  seconds and
in-office teeth whitening;
2) RemeWhite,  a dental bleaching treatment using our own proprietary formulated
gel,  marketed  as a stand alone  product or in  conjunction  with out  RemeCure
light,  that  enables the dentist to whiten  patients'  teeth in only 60 minutes
without the need for any gingival protection of any kind;
3) CleverWhite,  a tooth-whitening kit featuring a unique,  pre-filled oral tray
and our own proprietary  gel  formulation  that is being sold for home use "over
the counter" through pharmacies in Europe.
4) CleverWhite  Stick, easy to use,  portable  whitening stick with one end used
for nighttime application and the other for daytime maintenance.

Our customers are  primarily in Europe and Asia,  with minimal sales  activities
currently in the United States of America.  Initially,  since our inception, all
manufacturing   of  our  products  was   outsourced  to  third  party   contract
manufacturers.  Beginning  this  fiscal  year,  we began to  perform  the  final
assembly and packaging functions of the manufacturing process for several of our
primary  products in our Belgium  facility in order to reduce  costs and improve
operating efficiencies.

Our Critical Accounting Policies

The  following  discussions  of  our  consolidated  results  of  operations  and
financial  condition,  including our liquidity and capital resources,  are based
upon our consolidated financial statements as included elsewhere in this filing.
The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires us to make certain  estimates and assumptions  that affect the reported
amounts  and  timing  of  revenue  and  expenses,   the  reported   amounts  and
classification  of assets and liabilities,  and disclosure of contingent  assets
and liabilities.  Our actual results have differed,  and will likely continue to
differ, to some extent from our initial estimates and assumptions.  We currently
believe  that  the  following  significant  accounting  policies  entail  making
particularly difficult,  subjective or complex judgments of inherently uncertain
matters that, given any reasonably  possible variance  therein,  would make such
policies  particularly  critical  to a  materially  accurate  portrayal  of  our
historical  or  reasonably   foreseeable   financial  condition  or  results  of
operations:

o    Revenue  Recognition  for Product  Sales and Related  Allowances  for Sales
     Returns and Rebates.  In accordance with SEC Staff Accounting  Bulletin No.
     104, "Revenue Recognition in Financial  Statements," we recognize a product
     sale,  including related shipping and handling income,  and the cost of the
     sale, upon product shipment provided that all material risks and rewards of
     ownership are concurrently  transferred from us to our customer,  the price
     is fixed or readily  determinable,  collection of the related receivable by
     us is reasonably assured,  and we are able to reliably estimate appropriate
     allowances  for probable  sales  returns and rebates  based on our relevant
     historical  experience and future expectations.  We unconditionally  accept
     product  returns during the initial thirty days following the date of sale.
     We periodically offer promotional rebates of a limited duration,  typically
     one week, on certain  product sales,  for which we outsource the processing
     and tracking of related customer submissions.  The periodic provisions made
     by us to establish and maintain  appropriate  allowances  for sales returns
     and rebates are  charged to our  results of  operations  via offsets to our
     gross product  sales.  Actual sales returns and rebates  realized by us are


                                    Page 23
<page>

     charged  against the related  allowances  with any favorable or unfavorable
     experience, as compared to our preceding estimates,  having a corresponding
     impact on our results of operations.

o    Accounts  Receivable  and  Related  Allowance  for  Doubtful  Accounts.  In
     addition to  corresponding  reductions  made for the  allowances  for sales
     returns and rebates, as discussed above, we further reduce our consolidated
     accounts  receivable by an  appropriate  allowance for accounts where doubt
     exists in our opinion,  based on known specifics or the passage of time, as
     to their ultimate collectability.  We routinely offer our customers payment
     terms that range from 30 to 60 days.  We do not access  interest on, nor do
     we require any  securing  collateral  of, past due customer  balances.  The
     periodic  provisions  made by us to establish  and maintain an  appropriate
     allowance  for doubtful  accounts are charged to our results of  operations
     via increases to our selling, general and administrative  expenses.  Actual
     collection  experience  realized by us on  previously  designated  doubtful
     accounts,  including final determinations of  uncollectability,  is charged
     against  the  allowance  for  doubtful   accounts  with  any  favorable  or
     unfavorable  experience,  as compared to our preceding estimates,  having a
     corresponding impact on our results of operations.

o    Inventories.  Our  consolidated  inventories,  which  primarily of finished
     products  available  for sale,  are stated at the lower of average  cost or
     market,  reduced by an appropriate  allowance  estimated by us for probable
     obsolescence.  We  record  an  allowance  for  obsolescence  based  on  our
     historical experience and future expectations. The periodic provisions made
     by us to establish and maintain an appropriate  allowance for  obsolescence
     are charged to our results of operations via increases to our cost of goods
     sold. Actual disposition experience realized by us on previously designated
     obsolete  inventory is charged against the allowance for obsolescence  with
     any  favorable  or  unfavorable  experience,  as compared to our  preceding
     estimates, having a corresponding impact on our results of operations.

o    Warranties.  We typically  warrant our products against defects in material
     and  workmanship  for a period  of 18  months  from  shipment.  Based  upon
     historical   trends  and   warranties   provided  by  our   suppliers   and
     sub-contractors,  we have  recorded as of December 31, 2004 a provision for
     potential future warranty costs of $20,168.

o    Investments,  Available for Sale. We account for investments, available for
     sale, in accordance with SFAS No. 115,  "Accounting for Certain Investments
     in Debt and Equity Securities." We determine the appropriate classification
     of all  marketable  securities as  held-to-maturity,  available for sale or
     trading at the time of purchase,  and re-evaluate such classification as of
     each balance  sheet date.  At December 31, 2004 all of our  investments  in
     marketable  securities  were  classified  as  available-for-sale,  and as a
     result,  were  reported  at fair  value.  Unrealized  gains and  losses are
     reported as a component of accumulated other comprehensive income (loss) in
     stockholders' equity. The amortized cost of debt securities is adjusted for
     amortization  of  premiums  and  accretion  of  discounts  from the date of
     purchase to maturity.  Such  amortization is included in interest income as
     an  addition  to or  deduction  from  the  coupon  interest  earned  on the
     investments.  We follow our investment managers' methods of determining the
     cost  basis in  computing  realized  gains  and  losses  on the sale of its
     available   for  sale   securities,   which   includes  both  the  specific
     identification  and average  cost  methods.  Realized  gains and losses are
     included in other income (expense).

o    Accounting for Stock Based Compensation. Stock option grants are set at the
     closing  price of our  common  stock on the day prior to the date of grant.
     Therefore,  under the principles of APB Opinion No. 25, we do not recognize
     compensation  expense associated with the grant of stock options.  SFAS No.
     123, "Accounting for Stock-Based  Compensation," requires the use of option
     valuation  models to provide  supplemental  information  regarding  options
     granted after 1994.



                                    Page 24
<PAGE>


o    Income  taxes.  Income taxes are provided in accordance  with  Statement of
     Financial Accounting  Standards No. 109 (SFAS 109),  "Accounting for Income
     Taxes."  Deferred  taxes are  recognized  for temporary  differences in the
     bases of assets and  liabilities  for  financial  statement  and income tax
     reporting  as well as for  operating  losses and credit carry  forwards.  A
     provision has been made for income taxes due on taxable  income and for the
     deferred taxes on the temporary differences. The components of the deferred
     tax  asset  and  liability  are  individually  classified  as  current  and
     non-current based on their characteristics.

Results of Operations

Results of  Operations  for the three and nine months  ended  December  31, 2004
compared with the three and nine months ended December 31, 2003.

The following table presents our consolidated  statements of income (loss), as a
percentage of sales, for the periods indicated.

<table>
<caption>
<S>                                                        <C>                  <C>             <c>               <C>
                                                                Three Months Ended                   Nine Months Ended
                                                                      31-Dec                               31-Dec
                                                          --------------------------------    ---------------------------------
                                                              2004              2003               2004              2003
                                                          --------------    --------------    ---------------   ---------------
   NET SALES                                                    100.00%           100.00%            100.00%           100.00%
   COST OF SALES                                                 40.39%            45.40%             41.45%            47.86%
                                                                 ------            ------             ------            ------
   GROSS PROFIT                                                  59.61%            54.60%             58.55%            52.14%
                                                                 ------            ------             ------            ------
   OPERATING EXPENSES
      Research and development                                    2.97%             2.71%              2.74%             2.00%
      Sales and marketing                                         4.40%             3.45%              4.45%             3.64%
      General and administrative                                 39.66%            26.62%             35.92%            34.91%
      Depreciation and amortization                               0.52%             0.36%              0.50%             0.52%
                                                                  -----             -----              -----             -----
      TOTAL OPERATING EXPENSES                                   47.55%            33.15%             43.61%            41.07%
                                                                 ------            ------             ------            ------
   INCOME (LOSS) FROM OPERATIONS                                 12.06%            21.45%             14.94%            11.07%
                                                                 ------            ------             ------            ------
      Other income (expense)                                     -1.13%            -1.11%             -1.07%            -2.03%
                                                                 ------            ------             ------            ------
   INCOME (LOSS) BEFORE INCOME
     TAXES AND MINORITY INTEREST                                 10.93%            20.34%             13.87%             9.04%
      Minority interest                                          -2.73%             0.00%             -8.93%            -7.05%
      Income tax benefit (expense)                              -12.19%             0.00%             -4.80%             0.00%
                                                                -------             -----             ------             -----
   NET INCOME (LOSS)                                             -3.99%            20.34%              0.14%             1.99%
                                                               =======            ======              =====             =====
</table>

Net Sales:
---------
Net sales  increased  for the three and nine months  ended  December 31, 2004 by
$205,980,  or 11.4%  and  $1,809,882,  or 54.9% to  $2,010,666  and  $5,104,020,
respectively,  as compared to $1,804,686  and  $3,294,138 for the three and nine
months ended December 31, 2003. The increase in net sales for both the three and
nine months is substantially  the result of continuing sales efforts and growing
market  acceptance in: (a) the dental market for our high-speed curing light, as
well as after-market  products,  including  accessories,  repair  services,  and
proprietary  whitening products used with the curing lights and (b) the consumer
market for our tooth  whitening  products,  inclusive  of the launch  during the
latter part of the quarter ended December 31, 2004 of our new CleverWhite  Stick
product,  which  contributed  $356,000 in sales in the initial two  countries in
which it was introduced.



                                    Page 25
<PAGE>

Cost of Sales

Cost of sales increased for the nine months ended December 31, 2004 by $538,981,
or 34.2%,  to  $2,115,624  as compared to  $1,576,643  for the nine months ended
December 31, 2003. For the three months ended  December 31, 2004,  cost of sales
decreased  by $7,293 or 0.9% to $812,043  as compared to $819,336  for the three
months ended  December 31, 2003.  The year to date  increase in cost of sales is
attributable to the significant  increase in sales during the initial six months
of the current fiscal year as well for the most recent quarter.  The decrease in
cost of sales for the current quarter despite the 11.4% increase in sales is the
result  of our  efforts  to  reduce  components  costs  as  well as  perform  an
increasing amount the  manufacturing and assembly  functions in house as opposed
to outsourcing  these functions to third parties.  Cost of sales as a percentage
of net sales  decreased  6.4% and 5.0% for three and nine months ended  December
31, 2004, respectively,  as compared to the three and nine months ended December
31, 2003.

Gross Profit:

Gross  profit  increased  by $213,273 to  $1,198,623  for the three month period
ended December 31, 2004 as compared to $985,350 for the three month period ended
December 31, 2003.  Gross  profit as a percentage  of net sales  increased 5% to
59.6% for the three  month  period  ended  December  31, 2004 from 54.6% for the
three month period ended  December 31, 2003.  For the nine months ended December
31,  2004,  gross  profit  increased  $1,270,901  to  $2,988,396  as compared to
$1,717,495 for the nine months ended December 31, 2003, representing an increase
in gross  profit as a percentage  of net sales of 6.5% to 58.6% from 52.1%.  The
increase  in gross  profit is the  result of our focus on sales of the  RemeCure
curing light which is now assembled  and packaged  in-house at a lower cost than
the previously  outsourced product,  coupled with a substantial  increase in the
sales of our  higher-margin  teeth whitening  products which we began assembling
and packaging in house in September 2004 .

Operating Expenses:

Research and development  expenses increased  $10,745,  or 21.9%, to $59,708 for
the three  months  ended  December 31, 2004 as compared to $48,963 for the three
months ended  December  31, 2003,  due  primarily to our  continuing  efforts to
expand and improve our product  line.  For the nine months  ended  December  31,
2004,  research and development  costs increased $ $74,190 or 112.9% to $139,909
as compared to $65,719 for the nine months ended December 31, 2003. We expect to
continue to  increase  our  investment  in research  and  development  in future
periods  as we  develop  other  products  for  both  the  dental  equipment  and
over-the-counter  market.  In October  2004,  we acquired  from the inventor the
exclusive  license to two issued  patents which are  applicable to several teeth
whitening  products  currently under  development.  Pursuant to the terms of the
license agreement,  we were granted exclusive  worldwide license to manufacture,
market, distribute and sell the products contemplated by the patents subject to;
1) the payment of $65,000 as  reimbursement  to the patent  holder for legal and
other costs  associated  with  obtaining the patents,  which was paid in October
2004, and royalties for each unit sold subject to an annual  minimum  royalty of
$100,000  per year.  We are  amortizing  the  initial  cost of $65,000 for these
patents over a ten year period.

Sales and marketing  costs for the three months ended December 31, 2004 and 2003
were $88,490 and $62,242, respectively,  representing an increase of $26,248, or
42.2%.  For the nine months ended December 31 2004 and 2003, sales and marketing
costs were  $227,063 and  $120,039,  respectively,  representing  an increase of
$107,024 or 89.2%.  As a  percentage  of net sales,  sales and  marketing  costs
increased 1.0% and 0.9% to 4.4% and 4.5% for the both three month and nine month
periods ending December 31, 2004 and 2003, respectively. The increase during the
three months ended December 31, 2004 is the result of the expansion of our sales
territories,  the addition of targeted direct marketing  programs in several key
markets and the launch of our new CleverWhite Sticks product.

General and  administrative  costs for the three months ended  December 31, 2004
and 2003 were $797,453 and $480,472,  respectively,  representing an increase of
$316,981 or 66%.  For the nine months ended  December 31 2004 and 2003,  general
and   administrative   costs  were  $1,833,277  and  $1,150,127,   respectively,
representing  an increase of $683,150  or 59.4%.  As a  percentage  of net sales
compared to the prior year, general and administrative costs increased from 26.6
% to 39% for the three  months,  and from 35% to 36% for the nine  months  ended

                                    Page 26
<page>

December  31, 2004 as compared to the three and nine months  ended  December 31,
2003.  The increase in actual costs for both the three and nine month periods as
compared  to  the  prior  year  is the  result  of  increases  in  personnel  in
manufacturing,  sales and research  development  personnel and the related costs
associated  therewith.  The  increase in general and  administrative  costs as a
percentage  of net sales  reflects our  investment in corporate  governance  and
instituting  improvements in financial  reporting and internal control resulting
in increased  expenditures  for legal and financial  consulting  expenditures of
$110,000  during the three  months  ended  December  31, 2004 as compared to the
three months ended  December 31, 2003. In addition,  general and  administrative
costs which increased, as a percentage of sales, included an additional $299,300
in  additional  personnel  costs for the nine  months  ended  December  31, 2004
related to product development,  sales and manufacturing  activities as compared
the personnel costs for the nine months ended December 31, 2003..

Net interest  expense  decreased by $11,628,  to $22,710 from $34,228 during the
three months  ended  December  31, 2004 over the  comparable  three months ended
December 31, 2003 and  decreased by $28,482 to $54,840 from $83,322 for the nine
months ended December 31, 2004 as compared to the nine months ended December 31,
2003.  The  decrease  in  interest  expense is the result of our  improved  cash
position resulting in decreased utilization of our available bank credit lines.

During the nine months  ended  December  31, 2004,  Remedent  N.V.,  our Belgium
subsidiary,  which is on a  calendar  year end for  Belgium  income  tax  filing
purposes,  absorbed 100% of its net operating  loss  carryforward  which totaled
Euro 496,452  ($624,238) as of January 1, 2004. In addition,  the taxable income
on the  calendar  year  basis for  Remedent  NV, net of the net  operating  loss
carryforwards,  totaled Euro 574,750 ($772,752) resulting in a current provision
for  Belgium  income  taxes  at  the  effective  rate  of 33%  of  Euro  195,000
($245,188).  This was the first year for which our subsidiary had taxable income
since its formation in July 2001.

Liquidity and Capital Resources

Presently, all of our operations are conducted by our 22% owned subsidiary based
in Belgium,  Remedent  N.V. In order for Remedent N.V. to continue the expansion
of its product line and customer  base, as well as allow our other  companies to
establish operations in markets other than Europe,  including establishment of a
sales  and  distribution  capability  in the  USA,  we will  require  additional
financing  either  in the  form  of  additional  debt  or  through  the  sale of
additional equity securities.

Since our  inception in 1996,  we have  sustained  net losses and negative  cash
flow,  due  largely to start-up  costs,  general  and  administration  expenses,
inventory,  marketing and other expenses  related to market  development and new
product launches. As a result, we have financed our working capital requirements
principally  through  loans and the  private  placement  of our common  stock to
accredited investors.

On October 8, 2004, we obtained a new line of credit facility with a new Belgian
bank for (euro)  1,050,000  (US  $1,412,250 at December 31, 2004) Line of Credit
Facility (the  "Facility")  with a Belgian Bank , consisting of a (euro) 800,000
(US $992,800) credit line based on the eligible accounts receivable and a (euro)
250,000 (US $310,250) general line of credit.  Advances are approved by the bank
based upon dated bills of exchange issued and signed by the customer for shipped
goods.  These  advances are  discounted at a rate of 2.125%.  As of December 31,
2004,  we had no advances  under this line of credit  facility.  Interest on the
general  line of credit was 4.61 % at December 31,  2004.  This line  replaced a
substantially  similar  facility we had with a different  Belgium  bank with the
principal  differences  being;  1) the  release  of  investments  which  totaled
$317,867 as of  December  31,  2004 that had been held as  collateral  under the
terms of the prior  facility;  2) the ability to utilize dated bills of exchange
for all approved customers as opposed to a single major customer as was the case
under the prior  facility  and; 3) the release of the personal  guarantee of Guy
DeVreese, our Chairman of the Board.


                                    Page 27
<PAGE>

Our balance  sheet at December 31, 2004 reflects  cash and cash  equivalents  of
$106,231 as compared to $-0- as of December 31,  2003,  an increase of $106,231.
Net cash  provided from  operations  increased by $1,229,408 to $903,681 for the
nine months ended  December 31, 2004 as compared to net cash used in  operations
of $325,727  for the nine months ended  December  31, 2003.  The increase in net
cash provided  from  operations  for the nine months ended  December 31, 2004 as
compared to the nine months ended December 31, 2003 is attributable primarily to
the decrease in accounts  receivable  of $447,165  during the current nine month
period as compared to an increase  in accounts  receivable  of $886,749  for the
nine months ended December 31, 2003,  and a decrease in  inventories  during the
current  period of $8,308 as compared to an increase in  inventories of $300,926
during the prior  nine month  period,  both of the  foregoing  the result of the
initial  launch of our over the counter  products  occurring  the quarter  ended
December 31,  2003.  Partially  offsetting  the  foregoing  increase in net cash
provided  from  operations  for the nine months  ended  December  31, 2004 was a
decrease in accounts  payable  during the current nine month period of $120,103,
as  compared to an  increase  in  accounts  payable  during the prior nine month
period  of  $371,999  also due to our  initial  launch  of our over the  counter
products occurring the quarter ended December 31, 2003.

Net cash used in  investing  activities  increased  $275,381 to $309,193 for the
nine months  ended  December  31, 2004 as compared to net cash used in investing
activities of $33,812 for the nine months ended  December 31, 2003. The increase
in net cash used in  investing  activities  is  attributable  to the purchase of
$66,536 in  manufacturing  and office equipment and during the nine months ended
December 31, 2004 as a result of our expansion of our manufacturing capabilities
as well  increases  in  personnel  and an  increase in notes  receivable  from a
related party of $148,441 primarily as a result of $134,450 in reimbursements to
Lident N.V, a company  controlled by Guy De Vreese,  for a potential new product
development  opportunity  which  will be repaid  by  Lident  in the  event  such
opportunity does not prove viable.

Net cash  provided by financing  activities  increased by $1,043,052 to $756,855
for the nine  months  ended  December  31,  2004 as compared to net cash used in
investing  activities  of $286,677 for the nine months ended  December 31, 2003.
The increase in net cash used in financing  activities  is  attributable  to our
improved  cash  flow  which  allowed  us to  reduce  our bank  line of credit by
$792,343 for nine months  ended  December 31, 2004 as well as reduce the balance
due on two loans payable to unrelated parties by $133,155.  Theses reductions in
outstanding  debt were partially  offset by our obtaining a one year installment
loan from a Belgium  bank in October 2004 in the  original  principal  amount of
Euro 150,000  ($201,750)  for the payment of Belgium  income taxes payable in 12
equal monthly  installments of Euro 12,783 ($17,193) including interest at 4.09%
resulting in a balance as of December 31, 2004 of $168, 640.

On March 23, 2004, we borrowed  $100,000 from the  Christopher T. Marlett Living
Trust  pursuant  to the  terms of a  Convertible  Promissory  Note and  Security
Agreement with the Christopher T. Marlett Living Trust.  Interest accrues on the
loan  balance  at the  rate of 10% per  annum,  compounding  annually.  The Note
matured on December  31, 2004 and is secured by a  Financing  Statement  on Form
UCC-1 on all of our  assets.  On the  maturity  date,  the note  holder,  in its
discretion,  may  elect to have  the debt  converted  into  two  percent  of our
outstanding shares immediately following our planned restructuring. This planned
restructuring  is described in Part II, Item 4: "Submission Of Matters To A Vote
Of Security  Holders" , and, if implemented,  would consist of an acquisition of
the remaining 78% of Remedent NV not owned by us, a 1:20 reverse stock split and
the  implementation  of a stock option  plan.  We have used the proceeds of this
loan for the development  expenses of the tray-based  teeth whitening system and
legal  expenses.  We are  presently  in  discussions  to extend the due date for
repayment of this note and believe such discussions will be successful.

During  September  2004,  we issued  250,000  shares of stock to Lincoln  Equity
Securities  for the  settlement of consulting  fees for a total of $2,500.  This
issuance consisted of restricted  securities bearing the Rule 144 legend and was
exempt from the registration  provisions of the Securities Act of 1933 by virtue
of Section 4(2).



                                    Page 28

<page>

Effective  as of December  31,  2004,  we executed  agreements  which  converted
convertible  debentures  totaling $127,580 in principal plus $62,187 in interest
into 3,695,340 shares of the Company's common stock. The stock certificates have
not yet been issued by our transfer agent and are therefore classified as common
stock subscribed.

Seasonality

Our operating results are not highly seasonal,  except for the effect of reduced
sales levels during the months of July and August due to summer vacations.

Inflation

We believe that the relatively moderate rates of inflation experienced in recent
years have not had a significant impact on our net sales or profitability.

Disclosure Regarding Forward-Looking Statements

This filing  contains  statements  that  constitute  forward-looking  statements
within the meaning of Section 21E of the Exchange Act of 1934 and Section 27A of
the  Securities  Act of 1933.  The  words  "expect,"  "estimate,"  "anticipate,"
"predict,"  "believe,"  and  similar  expressions  and  variations  thereof  are
intended to identify  forward-looking  statements.  Such statements  appear in a
number of places in this filing and  include  statements  regarding  our intent,
belief or current expectations  regarding our strategies,  plans and objectives,
our product release schedules,  our ability to design, develop,  manufacture and
market  products,  our intentions  with respect to strategic  acquisitions,  the
ability of our  products to achieve or maintain  commercial  acceptance  and our
ability to obtain financing for our obligations.  Any forward-looking statements
are not guarantees of future  performance  and involve risks and  uncertainties.
Actual results may differ  materially from those  projected in this filing,  for
the reasons,  among others,  described within the various  sections.  You should
read  the  filing  carefully,  and  should  not  place  undue  reliance  on  any
forward-looking  statements,  which speak only as of the date of this filing. We
undertake  no  obligation  to release  publicly  any updated  information  about
forward-looking  statements to reflect events or  circumstances  occurring after
the date of this filing or to reflect the occurrence of unanticipated events.

The risks  described below are the ones we believe are most important for you to
consider,  these risks are not the only ones that we face. If events anticipated
by any of the following risks actually occur, our business, operating results or
financial  condition  could suffer;  the trading price of our common stock could
decline.

Risks Relating to Our Business

All of our  operations  are  currently  conducted  by our 22%  owned  subsidiary
Remedent  N.V. and a change in control  could cause  Remedent  N.V. to no longer
consolidate its financial  position and results of operations with Remedent USA,
Inc.

At  December  31,  2004,  Remedent  USA  owned  22% of  Remedent  NV.  Since the
controlling  shareholders  of  Remedent  NV  are  officers  of  Remedent  USA or
companies  owned by officers of Remedent  USA, we believe we have  "control"  of
Remedent NV, as defined by ARB 51 "Consolidated  Financial  Statements",  and we
have  consolidated the financial  position and results of operations of Remedent
N.V. All of our current operations, including the generation of all revenues and
cash flows from  operations,  are conducted by Remedent N.V.  Should a change of
control  occur which  causes a change in the  officers of Remedent USA to become
individuals other than the controlling shareholders of Remedent N.V., ARB 51 may
no  longer  apply  and our 22%  ownership  of  Remedent  N.V.  would  become  an
investment in an uncontrolled, and therefore unconsolidated subsidiary.



                                    Page 29
<PAGE>


Our quarterly sales and operating results may fluctuate in future periods and we
may fail to meet expectations,  which may cause the price of our common stock to
decline.

Our quarterly  sales and  operating  results have  fluctuated  and are likely to
continue to vary from  quarter to quarter  due to a number of  factors,  many of
which  are  not  within  our  control.   Factors  that  might  cause   quarterly
fluctuations in our sales and operating results include,  but are not limited by
the following:

o    variation  in  demand  for  our  products,   including   variation  due  to
     seasonality;
o    our  ability  to  research,  develop,  introduce,  market  and gain  market
     acceptance of new products and product enhancements in a timely manner;
o    our ability to control costs;
o    the size, timing, rescheduling or cancellation of orders from distributors;
o    the introduction of new products by competitors;
o    long sales cycles and fluctuations in sales cycles;
o    the  availability  and  reliability of components  used to manufacture  our
     products;
o    changes in our pricing  policies or those of our suppliers and competitors,
     as well as increased price competition in general;
o    the risks and uncertainties  associated with our international  business;
o    costs   associated  with  any  future   acquisitions  of  technologies  and
     businesses;
o    developments concerning the protection of our proprietary rights; and
o    general global economic,  political,  international  conflicts, and acts of
     terrorism.

The  government  extensively  regulates  our products and failure to comply with
applicable  regulations  could result in fines,  suspensions,  seizure  actions,
product recalls, injunctions and criminal prosecutions.

Before most  medical  devices can be  marketed  in the United  States,  they are
required by the FDA to secure  either  clearance  of a  pre-market  notification
pursuant to Section 510(k) of the FDC Act (a "510(k)  Clearance") or approval of
a PMA.  Obtaining  approval of a PMA  application  can take  several  years.  In
contrast,  the  process  of  obtaining  510(k)  Clearance  generally  requires a
submission of  substantially  less data and generally  involves a shorter review
period.  Most  Class I and Class II  devices  enter the  market  via the  510(k)
Clearance procedure, while new Class III devices ordinarily enter the market via
the more rigorous PMA procedure. Approval of a PMA application for a new medical
device  usually  requires,  among other things,  extensive  clinical data on the
safety and  effectiveness  of the device.  PMA applications may take years to be
approved  after they are filed.  In addition to requiring  clearance or approval
for new medical  devices,  FDA rules also require a new 510(k) filing and review
period,  prior to marketing a changed or modified version of an existing legally
marketed device, if such changes or modifications could significantly affect the
safety or  effectiveness  of that device.  FDA  prohibits the  advertisement  or
promotion of any  approved or cleared  device for uses other than those that are
stated in the device's approved or cleared application.

We have received  approval  from the United States Food and Drug  Administration
("FDA") to market our  RemeCure  dental  curing  lamp in the United  States.  We
submitted  our  application  for approval on FDA Form 510(k) on October 30, 2002
and received FDA approval for this product on January 9, 2003. None of our other
products have FDA approval for marketing in the United States.

International  sales of  medical  devices  are also  subject  to the  regulatory
requirements of each country.  In Europe,  the regulations of the European Union
require that a device have a CE Mark,  a mark that  indicates  conformance  with
European Union laws and  regulations  before it can be sold in that market.  The
regulatory  international review process varies from country to country. We rely
upon our  distributors  and sales  representatives  in the foreign  countries in
which we market our  products  to ensure we comply with the  regulatory  laws of
such  countries.  Failure to comply with the laws of such  country  could have a
material adverse effect on our operations and, at the very least,  could prevent
us from continuing to sell products in such countries.



                                    Page 30
<page>

We  may  not  have  effective  internal  controls  if  we  fail  to  remedy  any
deficiencies we may identify in our system of internal controls.

In preparation  for the annual report of management  regarding our evaluation of
our internal  controls  that is required to be included in our annual report for
the year ended March 31, 2006 by Section 404 of the  Sarbanes-Oxley Act of 2002,
we will need to assess the  adequacy  of our  internal  control,  remediate  any
weaknesses  that may be  identified,  validate that controls are  functioning as
documented  and  implement a continuous  reporting and  improvement  process for
internal controls.  We may discover  deficiencies that require us to improve our
procedures,  processes and systems in order to ensure that our internal controls
are adequate and effective and that we are in compliance  with the  requirements
of Section 404 of the Sarbanes-Oxley Act. If the deficiencies are not adequately
addressed,  or if we  are  unable  to  complete  all  of  our  testing  and  any
remediation in time for compliance  with the  requirements of Section 404 of the
Sarbanes-Oxley  Act and the SEC rules  under it, we would be unable to  conclude
that our internal  controls over financial  reporting are designed and operating
effectively,  which  could  adversely  affect  our  investor  confidence  in our
internal controls over financial reporting.

The loss of or a  substantial  reduction in, or change in the size or timing of,
orders from distributors could harm our business.

Our international  sales are principally  comprised of sales through independent
distributors,  although we sell products in certain European  countries  through
direct sales  representatives.  A significant amount of our sales may consist of
sales through distributors. The loss of a substantial number of our distributors
or a substantial  reduction in,  cancellation of or change in the size or timing
of orders  from our  current  distributors  could harm our  business,  financial
condition and results of operations.  The loss of a key distributor could affect
our operating results due to the potential length of time that might be required
to  locate  and  qualify  a  new   distributor   or  to  retain   direct   sales
representatives for the territory.  In particular,  we have one controlled group
of customers whose sales were 37% of total revenues.  This number represents the
collective  sales for the group Omega  Pharma,  which  includes  Omega Pharma NV
(Belgium),  Chefaro UK, Ltd, Chefaro Espanola SA, Chefaro  Nederland BV, Chefaro
Portuguesa  and  Deutsche  Chefaro  Pharma GmbH,  that are invoiced  through the
Belgium  Headquarters.  There is no assurance that our distributors will perform
as expected and we may experience  lengthy delays and incur substantial costs if
we are required to replace distributors in the future.

We may have difficulty managing our growth.

We have been experiencing  significant growth in the scope of our operations and
the number of our employees.  This growth has placed significant  demands on our
management  as well as our  financial  and  operational  resources.  In order to
achieve our business objectives,  we anticipate that we will need to continue to
grow. If this growth occurs,  it will continue to place  additional  significant
demands on our management and our financial and operational resources,  and will
require that we continue to develop and improve our  operational,  financial and
other  internal  controls.  Further,  to date our business has been primarily in
Europe and were we to launch sales and  distribution  in the United  States,  we
would  further  increase the  challenges  involved in  implementing  appropriate
operational and financial systems,  expanding manufacturing capacity and scaling
up production, expanding our sales and marketing infrastructure and capabilities
and  providing  adequate  training  and  supervision  to maintain  high  quality
standards.  The main  challenge  associated  with our  growth  has been,  and we
believe will continue to be, our ability to recruit and integrate skilled sales,
manufacturing  and  management  personnel.  Our  inability to scale our business
appropriately  or otherwise adapt to growth would cause our business,  financial
condition and results of operations to suffer.



                                    Page 31
<PAGE>


If we are unable to protect our intellectual  property  rights,  our competitive
position  could be harmed or we could be required  to incur  expenses to enforce
our rights.

Our future  success will depend,  in part, on our ability to obtain and maintain
patent protection for our products and technology, to preserve our trade secrets
and to operate without infringing the intellectual  property of others. In part,
we  rely  on  patents  to  establish  and  maintain  proprietary  rights  in our
technology and products. While we hold a number of issued patents and have other
patent applications pending on our products and technology, we cannot assure you
that  any  additional  patents  will be  issued,  that the  scope of any  patent
protection  will be effective in helping us address our  competition or that any
of our patents will be held valid if  subsequently  challenged.  Other companies
also may  independently  develop  similar  products,  duplicate  our products or
design products that circumvent our patents.

If we are unable to meet customer demand or comply with quality regulations, our
sales will suffer.

We manufacture our products at our Gent, Belgium production facilities. In order
to achieve our business  objectives,  we will need to  significantly  expand our
manufacturing  capabilities to produce the systems and accessories  necessary to
meet demand.  We may  encounter  difficulties  in  scaling-up  production of our
products,  including problems involving production capacity and yields,  quality
control and assurance, component supply and shortages of qualified personnel. In
addition,  our manufacturing  facilities are subject to periodic  inspections by
foreign regulatory agencies. Our success will depend in part upon our ability to
manufacture  our  products  in  compliance  with  regulatory  requirements.  Our
business  will suffer if we do not succeed in  manufacturing  our  products on a
timely  basis and with  acceptable  manufacturing  costs  while at the same time
maintaining  good  quality  control and  complying  with  applicable  regulatory
requirements.

The loss of our key personnel could result in the loss of a significant  portion
of our business.

Our success is highly dependent upon our personnel.  Unlike larger companies, we
rely  heavily on a small  number of officers  to conduct a large  portion of our
business.  The loss of  service of any of our  personnel  along with the loss of
their numerous  contacts and relationships in the industry would have a material
adverse effect on our business. We do not have employment agreements with any of
our key employees.

We may not be able to secure  additional  financing  to meet our future  capital
needs.

We expect to require  significant  capital to introduce  new  products,  further
develop our existing products,  increase awareness of our brand names and expand
our operating and management infrastructure as we grow sales in Europe, Asia and
South America and potentially  launch sales and  distribution  activities in the
United  States.  We may use capital  more rapidly  than  currently  anticipated.
Additionally,  we may incur higher operating expenses and generate lower revenue
than currently expected,  and we may be required to depend on external financing
to  satisfy  our  operating  and  capital  needs.  We may be  unable  to  secure
additional debt or equity financing on terms acceptable to us, or at all, at the
time when we need  such  funding.  If we do raise  funds by  issuing  additional
equity or convertible  debt  securities,  the ownership  percentages of existing
stockholders would be reduced, and the securities that we issue may have rights,
preferences or privileges  senior to those of the holders of our common stock or
may be issued at a discount to the market  price of our common stock which would
result in dilution to our existing stockholders. If we raise additional funds by
issuing debt, we may be subject to debt  covenants,  such as the debt  covenants
under  our  secured  credit  facility,  which  could  place  limitations  on our
operations including our ability to declare and pay dividends.  Our inability to
raise  additional  funds on a timely  basis  would make it  difficult  for us to
achieve  our  business  objectives  and  would  have a  negative  impact  on our
business, financial condition and results of operations.



                                    Page 32
<PAGE>

Risks Relating to Our Common Stock

There is a limited public trading market for our common stock.

Our Common Stock presently trades on the  over-the-counter  bulletin board under
the symbol  REMM.  There can be no  assurance,  however,  that such  market will
continue or that  investors in this  offering  will be able to  liquidate  their
shares acquired in this offering at the price herein or otherwise.  There can be
no assurance that any other market will be established in the future.  There can
be no assurance that an investor will be able to liquidate his or her investment
without  considerable  delay,  if at all.  The price of our common  stock may be
highly  volatile.  Additionally,  the  factors  discussed  in this Risk  Factors
section may have a significant  impact on the market price of the shares offered
in this prospectus.

Concentration of stock ownership.

As of December 31, 2004, the present directors and executive officers, and their
respective affiliates beneficially owned approximately 32.06% of our outstanding
common stock,  including underlying options that were exercisable or which would
become  exercisable  within 60 days of December 31,  2004.  As a result of their
ownership,  our directors and executive officers and their respective affiliates
collectively  are  able  to  significantly   influence  all  matters   requiring
shareholder  approval,  including  the  election of  directors  and  approval of
significant  corporate  transactions.  This  concentration of ownership may also
have the effect of delaying or preventing a change in control of Remedent.

Authorization of additional shares of common stock.

Our Articles of Incorporation  authorize the issuance of up to 50,000,000 shares
of Common Stock.  Our Board of Directors  has the authority to issue  additional
shares of Common Stock and to issue  options and warrants to purchase  shares of
our Common Stock without shareholder  approval.  Future issuance of Common Stock
could be at values substantially below current market prices and therefore could
represent  further  substantial  dilution  to  investors  in this  Offering.  In
addition,  the Board  could  issue  large  blocks  of  voting  stock to fend off
unwanted  tender  offers  or  hostile  takeovers  without  further   shareholder
approval.

In March 2004, and in December 2004, a majority of our shareholders executed two
Majority Written Consents of the Shareholders  regarding authorized and approved
an Amendment to our Articles of Incorporation that will: (i) increase the number
of our authorized shares to 60,000,000  shares,  consisting of 50,000,000 shares
of common stock and  10,000,000  shares of  preferred  stock,  (ii)  implement a
one-for-twenty  reverse stock split with  consideration for fractional shares to
be issued in the form of scrip,  (iii) change our name from "Remedent USA, Inc."
to  "Remedent,  Inc.",  (iv)  authorized  the  election of four  directors,  (v)
approved the acquisition of the remaining 78% of our  subsidiary,  Remedent N.V.
and (vi) adopted a 2004  Incentive  and  Nonstatutory  Stock Option Plan.  These
consents  shall not become  effective  until 20 days following the latter of (i)
the filing of a Definitive  Information  Statement on Schedule 14C with the SEC,
which was filed on  February  11,  2005,  and (ii) the mailing  this  Definitive
Information  Statement to our shareholders.  The foregoing,  if completed,  will
result in an  increased  concentration  of stock  ownership  by our officers and
directors as well as significant substantial dilution of our current investors.

Regulation of penny stocks.

Our securities are currently  subject to the Securities and Exchange  Commission
rule that imposes special sales practice  requirements upon  broker-dealers  who
sell such securities to persons other than  established  customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms,  institutions with assets in excess of $5,000,000, or individuals
having a net worth in  excess of  $1,000,000  or  having an annual  income  that
exceeds  $200,000  (or that,  when  combined  with a  spouse's  income,  exceeds
$300,000).  For transactions  covered by the rule, the broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale.  Consequently,  the rule
may affect the ability of  broker-dealers  to sell the Company's  securities and
also may  affect  the  ability  of  purchasers  in this  offering  to sell their
securities in any market that might develop therefore.


                                    Page 33
<page>

Item 3.  Controls and Procedures.

The  Company's  management  with the  participation  of principal  executive and
financial  officers  evaluated the  effectiveness  of the  Company's  disclosure
controls and  procedures as defined by Rule  13a-15(e) of the Exchange Act as of
the end of the period covered by this report. The Company's  disclosure controls
and procedures are designed to ensure that information  required to be disclosed
by the  Company  in  reports  it files or  submits  under the  Exchange  Act are
recorded, processed, summarized and reported on a timely basis. Based upon their
evaluation,  the Company's  principal executive and financial officers concluded
that  the  Company's   disclosure  controls  and  procedures  are  effective  to
accumulate and  communicate to the Company's  management as appropriate to allow
timely decisions regarding disclosure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

During  September  2004,  the Company  issued 250,000 shares of stock to Lincoln
Equity  Securities for the settlement of consulting  fees for a total of $2,500.
This issuance consisted of restricted securities bearing the Rule 144 legend and
was exempt from the  registration  provisions of the  Securities  Act of 1933 by
virtue of Section 4(2).

Effective  as of December  31,  2004,  the  Company  executed  agreements  which
converted convertible  debentures totaling $127,580 in principal plus $62,187 in
interest  into  3,695,340  shares  of the  Company's  common  stock.  The  stock
certificates  have not yet been  issued  by the  Company's  transfer  agent  and
therefore classified as common stock subscribed.

Item 3. Defaults In Senior Securities.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

In March 2004, and in December 2004, a majority of our shareholders executed two
Majority Written Consents of the Shareholders  regarding authorized and approved
an Amendment to our Articles of Incorporation that will: (i) increase the number
of our authorized shares to 60,000,000  shares,  consisting of 50,000,000 shares
of common stock and  10,000,000  shares of  preferred  stock,  (ii)  implement a
one-for-twenty  reverse stock split with  consideration for fractional shares to
be issued in the form of scrip,  (iii) change our name from "Remedent USA, Inc."
to  "Remedent,  Inc.",  (iv)  authorized  the  election of four  directors,  (v)
approved the acquisition of the remaining 78% of our  subsidiary,  Remedent N.V.
and (vi) adopted a 2004  Incentive  and  Nonstatutory  Stock Option Plan.  These
consents  shall not become  effective  until 20 days following the latter of (i)
the filing of a Definitive  Information  Statement on Schedule 14C with the SEC,
which was filed on  February  11,  2005,  and (ii) the mailing  this  Definitive
Information Statement to our shareholders.

Item 5. Other Information.

None.





                                    Page 34
<PAGE>


Item 6. Exhibits

The following documents are filed as part of this report:

1. The following Exhibits are filed herein:

31.1  Certification  of  Chief  Executive  Officer  Pursuant  to the  Securities
Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

31.2  Certification  of  Chief  Financial  Officer  Pursuant  to the  Securities
Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

32.  Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted  Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

















                                    Page 35

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

REMEDENT USA, INC.

Dated: February 22, 2005

   /S/ ROBIN LIST
-------------------------------------
By:   Robin List
Its:  Chief Executive Officer
      (Principal Executive Officer)


Dated: February 22, 2005

   /S/ STEPHEN F. ROSS
--------------------------------------
By:   Stephen F. Ross
Its:  Chief Financial Officer
      (Principal Financial Officer and
       Principal Accounting Officer)














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