##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006
 or
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 001-15975
 REMEDENT, INC.
 (Exact name of small business issuer as specified in its charter)
 NEVADA
    
    86-0837251(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 XAVIER DE COCKLAAN 42, 9831 DEURLE, BELGIUM
    
    N/A(Address of principal executive offices)
    
    (Zip code)
 011 32 9 321 70 80
 (Issuers telephone number)
 þ o
 o þ
  o o þ
 Number of shares of issuers common stock outstanding as of February 1, 2007: 12,996,245
 o þ




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##### Table of Contents



REMEDENT, INC.
TABLE OF CONTENTS
FORM 10-QSB REPORT
December 31, 2006
 PagePART I  FINANCIAL INFORMATIONItem 1. Interim Consolidated Financial StatementsCondensed Consolidated Balance Sheet as of December 31, 2006 (Unaudited)
and March 31, 2006
    
    
    1Condensed Consolidated Statements of Operations for the Three
Months and Nine Months Ended December 31, 2006 and December 31, 2005 (Unaudited)
    
    
    2Condensed Consolidated Statements of Comprehensive Income (Loss) for
the Three Months and Nine Months Ended December 31, 2006 and
December 31, 2005 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended December 31, 2006 and December 31, 2005 (Unaudited)
    
    
    4Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    17Item 3. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults upon Senior Securities
    
    
    25Item 4. Submission of Matters to Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26EXHIBIT 10.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Interim Condensed Consolidated Financial Statements
 REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 December 31, 2006
    
    
    March 31, 2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    285,214
    
    
    $
    332,145Cash, restricted
    
    
    
    
    
    
    70,762Accounts receivable, net of allowance for
doubtful accounts of $77,962 at December 31,
2006 and $74,133 at March 31, 2006
    
    
    1,552,709
    
    
    
    2,370,846Inventories, net
    
    
    1,211,724
    
    
    
    1,470,553Prepaid expense
    
    
    728,631
    
    
    
    335,111Total current assets
    
    
    3,778,278
    
    
    
    4,579,417PROPERTY AND EQUIPMENT, NET
    
    
    608,805
    
    
    
    317,361OTHER ASSETSPatents, net
    
    
    143,462
    
    
    
    166,166TOTAL ASSETS
    
    $
    4,530,545
    
    
    $
    5,062,944LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Current portion, long term debt
    
    $
    12,641
    
    
    $
    12,641Line of Credit
    
    
    1,723,953
    
    
    
    605,200Notes payable
    
    
    11,282
    
    
    
    31,282Accounts payable
    
    
    1,383,604
    
    
    
    1,632,449Accrued liabilities
    
    
    446,488
    
    
    
    601,042Due to related parties
    
    
    50,536
    
    
    
    58,958Income taxes payable
    
    
    
    
    
    
    103,001Total current liabilities
    
    
    3,628,504
    
    
    
    3,044,573LONG TERM DEBT
    
    
    193,509
    
    
    
    60,998STOCKHOLDERS EQUITY:Preferred Stock $0.001 par value (10,000,000
shares authorized, none issued and outstanding)
    
    
    
    
    
    
    Common stock, $0.001 par value; (50,000,000
shares authorized, 12,996,245 shares issued and
outstanding at December 31, 2006 and 12,764,112
shares issued and outstanding at March 31, 2006)
    
    
    12,996
    
    
    
    12,764Additional paid-in capital
    
    
    11,904,000
    
    
    
    11,624,234Accumulated deficit
    
    
    (11,236,701
    )
    
    
    (9,651,551
    )Common stock subscribed, not issued
    
    
    
    
    
    
    200Accumulated other comprehensive income (loss)(foreign currency translation adjustment)
    
    
    28,237
    
    
    
    (28,274
    )Total stockholders equity
    
    
    708,532
    
    
    
    1,957,373TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    4,530,545
    
    
    $
    5,062,944
  1




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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 For the three months ended
    
    
    For the nine months endedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    1,159,408
    
    
    $
    1,870,037
    
    
    $
    4,870,161
    
    
    $
    4,682,471Cost of sales
    
    
    672,050
    
    
    
    1,010,660
    
    
    
    2,627,724
    
    
    
    2,229,858Gross profit
    
    
    487,358
    
    
    
    859,377
    
    
    
    2,242,437
    
    
    
    2,452,613Operating ExpensesResearch and development
    
    
    63,394
    
    
    
    918,749
    
    
    
    303,894
    
    
    
    1,029,798Sales and marketing
    
    
    119,756
    
    
    
    349,122
    
    
    
    743,170
    
    
    
    582,948General and administrative
    
    
    872,042
    
    
    
    1,260,232
    
    
    
    2,543,154
    
    
    
    3,019,710Non cash restructuring expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    764,151Depreciation and amortization
    
    
    59,896
    
    
    
    33,267
    
    
    
    147,590
    
    
    
    71,116TOTAL OPERATING EXPENSES
    
    
    1,115,088
    
    
    
    2,561,370
    
    
    
    3,737,808
    
    
    
    5,467,723INCOME (LOSS) FROM OPERATIONS
    
    
    (627,730
    )
    
    
    (1,701,993
    )
    
    
    (1,495,371
    )
    
    
    (3,015,110
    )OTHER INCOME (EXPENSES)
    
    
    
    
    
    
    Interest expense
    
    
    (24,849
    )
    
    
    (4,424
    )
    
    
    (122,318
    )
    
    
    (11,333
    )Non cash interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,000
    )Other income
    
    
    5,016
    
    
    
    3,997
    
    
    
    32,538
    
    
    
    43,996TOTAL OTHER INCOME (EXPENSES)
    
    
    (19,833
    )
    
    
    (427
    )
    
    
    (89,780
    )
    
    
    (67,337
    )LOSS BEFORE INCOME TAXES
    
    
    (647,563
    )
    
    
    (1,702,420
    )
    
    
    (1,585,151
    )
    
    
    (3,082,447
    )Income tax expense (benefit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116,797
    )NET INCOME (LOSS)
    
    $
    (647,563
    )
    
    $
    (1,702,420
    )
    
    $
    (1,585,151
    )
    
    $
    (2,965,650
    )LOSS PER SHAREBasic and fully diluted
    
    $
    (0.05
    )
    
    $
    (0.13
    )
    
    $
    (0.12
    )
    
    $
    (0.27
    )WEIGHTED AVERAGE SHARES OUTSTANDINGBasic and fully diluted
    
    
    12,996,245
    
    
    
    12,826,128
    
    
    
    12,963,794
    
    
    
    11,122,754
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REMEDENT, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 For the three months ended
    
    
    For the nine months endedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net Income (Loss)
    
    $
    (647,563
    )
    
    $
    (1,702,420
    )
    
    $
    (1,585,151
    )
    
    $
    (2,965,650
    )OTHER COMPREHENSIVE
INCOME (LOSS):Foreign currency
translation
adjustment
    
    
    31,096
    
    
    
    936
    
    
    
    56,511
    
    
    
    (96,997
    )Comprehensive income (loss)
    
    $
    (616,469
    )
    
    $
    (1,701,484
    )
    
    $
    (1,528,640
    )
    
    $
    (3,062,647
    )
  3




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REMEDENT INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 For the nine months ended December 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,585,151
    )
    
    $
    (2,965,650
    )Adjustments to reconcile net loss
to net cash used by operating activities
Depreciation and amortization
    
    
    147,590
    
    
    
    70,317Allowance for doubtful accounts
    
    
    (2,597
    )
    
    
    (30,534
    )Common Stock issued to MDB Capital for non
cash interest on conversion of $100,000 note payable
    
    
    
    
    
    
    100,000Common Stock issued to MDB Capital for consulting fees
    
    
    
    
    
    
    395,677Warrants issued to MDB Capital for consulting fees
    
    
    
    
    
    
    368,474Stock issued upon conversion of convertible debentures
    
    
    25,706
    
    
    
    Common stock to be issued for development services
    
    
    
    
    
    
    520,000Value of issued stock options for development services
    
    
    
    
    
    
    361,500Value of issued stock options to employees and consultants
    
    
    221,959
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    990,234
    
    
    
    (512,038
    )Due from related party
    
    
    
    
    
    
    6,751Inventories
    
    
    373,479
    
    
    
    (753,973
    )Prepaid expenses
    
    
    (357,197
    )
    
    
    (112,854
    )Other current assets
    
    
    
    
    
    
    122,135Accounts payable
    
    
    (366,124
    )
    
    
    597,302Accrued liabilities
    
    
    (177,609
    )
    
    
    48,424Deferred revenue
    
    
    
    
    
    
    (17,771
    )Income taxes payable
    
    
    (107,783
    )
    
    
    (112,975
    )Net cash used by operating activities
    
    
    (837,492
    )
    
    
    (1,917,889
    )CASH FLOWS FROM INVESTING ACTIVITIESDecrease (increase) in restricted cash
    
    
    70,762
    
    
    
    (60,000)Purchase of patent rights
    
    
    
    
    
    
    (178,260
    )Purchases of equipment
    
    
    (356,336
    )
    
    
    (352,713
    )Net cash used by investing activities
    
    
    (285,574
    )
    
    
    (590,973
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from private placement
    
    
    
    
    
    
    3,200,658Proceeds from capital lease note payable
    
    
    151,066
    
    
    
    86,696Principal payments on capital lease note payable
    
    
    (29,863
    )
    
    
    (8,594
    )Note payments-related parties
    
    
    (8,422
    )
    
    
    Note payments-unrelated parties
    
    
    
    
    
    
    (153,5907
    )Proceeds from line of credit
    
    
    1,024,679
    
    
    
    610,675Net cash provided (used) by financing activities
    
    
    1,137,460
    
    
    
    3,735,845NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
    
    
    14,394
    
    
    
    1,226,983Effect of exchange rate changes
on cash and cash equivalents
    
    
    (61,325
    )
    
    
    26,637CASH AND CASH EQUIVALENTS, BEGINNING
    
    
    332,145
    
    
    
    40,442CASH AND CASH EQUIVALENTS, ENDING
    
    $
    285,214
    
    
    $
    1,294,062Supplemental Information:Interest paid
    
    $
    76,377
    
    
    $
    8,832Income taxes paid
    
    $
    
    
    
    $
    
  4




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5




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REMEDENT, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED
 
 CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
        6




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7




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Tooling
    
    3 YearsManufacturing Equipment
    
    4 YearsFurniture and fixtures
    
    4 Years
         8




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December 31, 2006
    
    
    March 31, 2006Accounts receivable, gross
    
    $
    1,630,671
    
    
    $
    2,444,979Less: allowance for doubtful accounts
    
    
    (77,962
    )
    
    
    (74,133
    )Accounts receivable, net
    
    $
    1,552,709
    
    
    $
    2,370,846
   December 31, 2006
    
    
    March 31, 2006Raw materials
    
    
    28,169
    
    
    $
    30,538Components
    
    
    892,934
    
    
    
    1,102,231Finished goods
    
    
    303,791
    
    
    
    349,8881,224,894
    
    
    
    1,482,657Less: reserve for obsolescence
    
    
    (13,170
    )
    
    
    (12,104
    )Net inventory
    
    $
    1,211,724
    
    
    $
    1,470,553
 9




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December 31, 2006
    
    
    March 31, 2006Furniture & Fixtures
    
    $
    137,560
    
    
    $
    94,368Machinery & Equipment
    
    
    526,020
    
    
    
    167,764Tooling
    
    
    188,450
    
    
    
    175,950852,030
    
    
    
    438,082Less: Accumulated Depreciation
    
    
    (243,225
    )
    
    
    (120,721
    )Property & equipment, net
    
    $
    608,805
    
    
    $
    317,361
    10




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December 31, 2006
    
    
    March 31, 2006Demand loan from a former officer and
a major stockholder
    
    $
    50,536
    
    
    $
    58,958
    December 31, 2006
    
    
    March 31, 2006Accrued employee benefit taxes
    
    $
    248,428
    
    
    $
    227,369Royalties
    
    
    50,000
    
    
    
    100,000Commissions
    
    
    2,538
    
    
    
    80,366Accrued audit and tax preparation fees
    
    
    27,300
    
    
    
    23,500Reserve for warranty costs
    
    
    19,755
    
    
    
    18,156Accrued interest
    
    
    757
    
    
    
    15,584Accrued consulting fees
    
    
    6,869
    
    
    
    9,021Customer deposits
    
    
    32,155
    
    
    
    9,111Other accrued expenses
    
    
    58,686
    
    
    
    117,935$
    446,488
    
    
    $
    601,042
 11




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December 31, 2006
    
    
    March 31, 2006Convertible Debentures:Maturity Dates: September 1, 2001 thru February 8, 2002Interest rate: 10% per annumDebentures are unsecuredConvertible at 30% of the average trading price
(average of bid and ask) for the 30 days immediately
prior to the maturity date (1)Unpaid principal balance
    
    $
    0
    
    
    $
    20,000Union Bank Debt:Maturity Dates: April 26, 2005Interest rate: 7.5% per annumSecurity: All of the assets of the companyUnpaid principal balance
    
    
    11,282
    
    
    $
    11,282Total notes payable
    
    $
    11,282
    
    
    $
    31,282
 
 (1)
    
    The remaining outstanding debentures of $20,000 plus $12,133 in accrued interest were
converted to 32,133 shares of common stock as of July 2006. The Company valued the common stock at
the market price of $1.80 per share on the date of conversion and charged interest expense for
$25,706 for the difference between the amount of the debt converted and the market value of the
common stock issued upon conversion.      12




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2001 Plan
    
    
    2004 PlanWeighted
    
    
    
    
    
    
    WeightedOutstanding
    
    
    Average
    
    
    Outstanding
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceOptions outstanding, March 31, 2006
    
    
    222,500
    
    
    $
    1.30
    
    
    
    475,000
    
    
    $
    3.76Granted
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    1.80Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    
    
    
    
    (289,334
    )
    
    
    4.00Options outstanding December 31, 2006
    
    
    222,500
    
    
    $
    1.30
    
    
    
    210,666
    
    
    $
    3.19Options exercisable December 31, 2006
    
    
    222,500
    
    
    $
    1.30
    
    
    
    210,666
    
    
    $
    3.19Exercise price range
    
    $
    1.00 to $4.00
    
    
    
    
    
    
    $
    1.80 to $4.00Weighted average remaining life (in
years)
    
    5.3
    
    years
    
    
    
    
    4.6
    
    yearsShares available for future issuance
    
    
    27,500
    
    
    
    
    
    
    
    589,334
  Number of
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    
    
    
    remaining available forissued upon
    
    
    
    
    
    future issuance underexercise of
    
    Weighted-average
    
    equity compensationof outstanding
    
    exercise price of
    
    plans (excludingoptions, warrants
    
    outstanding options
    
    securities reflectedPlan Category
    
    and right
    
    warrants and rights
    
    in column (a))Equity Compensation
Plans approved
by security holders
    
    
    433,166
    
    
    $
    2.22
    
    
    
    616,834Equity Compensation
Plans not approved
by security holders
    
    
    467,288
    
    
    $
    2.18
    
    
    NA900,454
    
    
    $
    2.20
    
    
    
    616,834
 13




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WeightedOutstanding
    
    
    AverageWarrants
    
    
    Exercise PriceWarrants outstanding, March 31, 2006
    
    
    3,371,591
    
    
    $
    2.01Granted
    
    
    Exercised
    
    
    Cancelled or expired
    
    
    (234,700
    )Warrants exercisable December 31, 2006
    
    
    3,136,891
    
    
    $
    1.90Exercise price range
    
    $
    1.20 to $10.00Weighted average remaining life
    
    4.77
    
    years
     December 31, 2006
    
    
    December 31, 2005U.S. sales
    
    $
    173,733
    
    
    $
    368,686Foreign sales
    
    
    4,696,428
    
    
    
    4,313,785$
    4,870,161
    
    
    $
    4,682,471
     15




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March 31, 2007
    
    $
    233,911March 31, 2008
    
    $
    202,171March 31, 2009
    
    $
    177,402March 31, 2010
    
    $
    43,132March 31, 2011
    
    $
    2,752
   16




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Item 2. Managements Discussion and Analysis of Financial Condition or Plan of
Operations
  Overview
  ® ® ®
  17




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Background and Corporate History
       Our Critical Accounting Policies
  18




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Results
of Operations
   For the three months ended
    
    For the nine months endedDecember 31,
    
    December 31,2006
    
    2005
    
    2006
    
    2005NET SALES
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %
    
    
    100.00
    %COST OF SALES
    
    
    57.96
    %
    
    
    54.04
    %
    
    
    53.96
    %
    
    
    47.62
    %GROSS PROFIT
    
    
    42.04
    %
    
    
    45.96
    %
    
    
    46.04
    %
    
    
    52.38
    %OPERATING EXPENSESResearch and development
    
    
    5.47
    %
    
    
    49.13
    %
    
    
    6.24
    %
    
    
    21.99
    %Sales and marketing
    
    
    10.33
    %
    
    
    18.67
    %
    
    
    15.26
    %
    
    
    12.45
    %General and administrative
    
    
    75.21
    %
    
    
    67.39
    %
    
    
    52.22
    %
    
    
    64.49
    %Non cash restructuring
expense
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    16.32
    %Depreciation and
amortization
    
    
    5.17
    %
    
    
    1.78
    %
    
    
    3.03
    %
    
    
    1.52
    %TOTAL OPERATING EXPENSES
    
    
    96.18
    %
    
    
    136.97
    %
    
    
    76.75
    %
    
    
    116.77
    %INCOME (LOSS) FROM OPERATIONS
    
    
    (54.14
    )%
    
    
    (91.01
    )%
    
    
    (30.70
    )%
    
    
    (64.39
    )%Other income (expense)
    
    
    (1.71
    )%
    
    
    (0.02
    )%
    
    
    (1.84
    )%
    
    
    (1.44
    )%LOSS BEFORE INCOME TAXES
    
    
    (55.85
    )%
    
    
    (91.04
    )%
    
    
    (32.55
    )%
    
    
    (65.83
    )%Income tax benefit
(expense)
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    2.49
    %NET INCOME (LOSS)
    
    
    (55.85
    )%
    
    
    (91.04
    )%
    
    
    (32.55
    )%
    
    
    (63.34
    )%
 Net Sales
  19




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##### Table of Contents



Cost of Sales
   Gross Profit
  Operating Expenses
 Research and Development
  20




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##### Table of Contents



Sales and marketing costs
   General and administrative costs
   Restructuring expense
  21




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##### Table of Contents



Depreciation and amortization.
   Net interest expense
   Liquidity and Capital Resources
  22




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##### Table of Contents



Cash and cash equivalent
 Operations
 Investing activities
 Financing activities
 Commitments
   
  23




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##### Table of Contents




  March 31, 2007
    
    $
    233,911March 31, 2008
    
    $
    202,171March 31, 2009
    
    $
    177,402March 31, 2010
    
    $
    43,132March 31, 2011
    
    $
    2,752
 Off-Balance Sheet Arrangements
  
 Item 3. Controls and Procedures
      24




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sale of Equity Securities
  
 Item 3. Defaults In Senior Securities.
  
 Item 4. Submission Of Matters To A Vote Of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits
  Exhibit No.
 10.1
    
    Settlement and Release Agreement31.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
 25




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##### Table of Contents



SIGNATURES
  REMEDENT, INC./s/ Robin ListDated:
February 19, 2007
    
    By: Robin ListIts: Chief Executive Officer (PrincipalExecutive Officer) and Director/s/ Philippe Van AckerDated:
February 19, 2007
    
    By: Philippe Van AckerIts: Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer)
 26




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##### Table of Contents



Exhibit No.
 10.1
    
    Settlement and Release Agreement31.1
    
    Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act31.2
    
    Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act32.1
    
    Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act32.2
    
    Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act