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 SIX MONTHS ENDED SEPTEMBER 30, 2003
                                       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)

                                011-32475-47-0800
--------------------------------------------------------------------------------
                (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 November 18, 2003:
32,036,558.

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


<PAGE>


                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                               September 30, 2003

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
PART I - FINANCIAL INFORMATION PAGE

Item 1.  Interim Consolidated Financial Statements (Unaudited)

      Consolidated Balance Sheets as of September 30, 2003...........................................  1

      Consolidated Statements of Operations
      For the Six Month Periods Ended September 30, 2003 and 2002....................................  2

      Consolidated Statements of Cash Flows
      For the Six Month Periods Ended September 30, 2003 and 2002....................................  3

      Consolidated Statements of Comprehensive Loss
      For the Six Month Periods Ended September 30, 2003 and 2002....................................  5

      Notes to Interim Consolidated Financial Statements.............................................  6

Item 2.  Management's Discussion and Analysis or Plan of Operation................................... 17

Item 3.  Controls and Procedures .................................................................... 21

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings ..................................................................... 22
     Item 2.  Changes in Securities and Use of Proceeds.............................................. 22
     Item 3.  Defaults upon Senior Securities........................................................ 22
     Item 4.  Submission of Matters to Vote of Security Holders...................................... 22
     Item 5.  Other Information...................................................................... 22
     Item 6.  Exhibits and Reports on Form 8-K....................................................... 22

       (a)  Exhibits................................................................................. 22
       (b)  Reports on Form 8-K ..................................................................... 22

     Signatures...................................................................................... 23
</TABLE>


                                        i
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>

CURRENT ASSETS
<S>                                                                             <C>
   Accounts receivable, net                                                     $       485,697
   Due from related party                                                               152,998
   Inventories, net                                                                     252,627
   Prepaid expense                                                                      268,585
                                                                                ---------------

          TOTAL CURRENT ASSETS                                                        1,159,907

PROPERTY AND EQUIPMENT, NET                                                              39,717

OTHER ASSETS                                                                                887
                                                                                ---------------
          TOTAL ASSETS                                                          $     1,200,511
                                                                                ===============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
   Bank overdraft                                                               $            24
   Line of credit                                                                       255,757
   Accounts payable                                                                     617,996
   Due to related parties                                                               762,018
   Accrued liabilities                                                                  331,272
   Note payable                                                                          93,850
                                                                                ---------------

          TOTAL CURRENT LIABILITIES                                                   2,060,917
                                                                                ---------------

SHAREHOLDERS' DEFICIT
   Common stock (50,000,000 shares authorized, $0.001 par value;
     32,036,558 shares issued and outstanding)                                           32,037
   Additional paid-in capital                                                         4,855,555
   Accumulated deficit                                                              ( 5,746,296)
   Common stock subscribed (7,310,416 shares)                                             7,311
   Minority interest in Remedent NV                                                           0
   Cumulative translation adjustment                                                    ( 9,013)
                                                                                ---------------

          TOTAL SHAREHOLDERS' DEFICIT                                                 ( 860,406)
                                                                                ---------------
          TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                           $     1,200,511
                                                                                ===============

    The Accompanying Notes Are an Integral Part of The Financial Statements.

</TABLE>



                                       1
<PAGE>

<TABLE>
<CAPTION>

                                              REMEDENT USA, INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                          (UNAUDITED)


                                                          THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                                 SEPTEMBER 30,                        SEPTEMBER 30,
                                                      ----------------------------------    ----------------------------------
                                                            2003               2002              2003               2002
                                                      ----------------   ---------------    ---------------   ----------------
<S>                                                   <C>                <C>                <C>               <C>
NET SALES                                             $        666,176   $      312,417     $     1,489,452   $        808,025

COST OF SALES                                                  325,290          164,039             757,307            442,780
                                                      ----------------   --------------     ---------------   ----------------

GROSS PROFIT                                                   340,886          148,378             732,145            365,245

OPERATING EXPENSES
   Research and development                                     14,152           18,843              16,756             73,364
   Sales and marketing                                          29,562           14,656              57,797             29,515
   General and administrative                                  332,201          356,217             669,655            641,976
   Depreciation and amortization                                 5,282            5,118              10,497             10,224
                                                      ----------------   --------------     ---------------   ----------------

         TOTAL OPERATING
             EXPENSES                                          381,197          394,834             754,705            755,079
                                                      ----------------   --------------     ---------------   ----------------

LOSS FROM OPERATIONS                                           (40,311)        (246,456)            (22,560)          (389,834)

OTHER INCOME (EXPENSES)
   Interest/other income                                             0           16,035               2,229             18,773
   Interest expense                                            (26,818)         (11,896)            (48,984)           (30,801)
                                                      ----------------   --------------     ---------------   ----------------

         TOTAL OTHER
          INCOME (EXPENSES)                                    (26,818)           4,139             (46,755)           (12,028)

LOSS BEFORE INCOME TAXES                                       (67,129)        (242,317)            (69,315)          (401,862)

INCOME TAX BENEFIT (EXPENSE)                                         0                0                   0                  0
                                                      ----------------   --------------     ---------------   ----------------
NET LOSS                                              $        (67,129)  $     (242,317)    $       (69,315)  $       (401,862)
                                                      ================   ==============     ===============   ================

LOSS PER SHARE                                        $          (0.00)  $       (0.01)     $        (0.00)   $        (0.01)
                                                      ================   =============      ==============    ================

WEIGHTED AVERAGE SHARES
     OUTSTANDING                                            32,569,702       35,865,724          32,569,702         34,232,437
                                                      ================   ==============     ===============   ================



                           The Accompanying Notes Are an Integral Part of The Financial Statements.
</TABLE>


                                                              2
<PAGE>


<TABLE>
<CAPTION>

                                              REMEDENT USA, INC. AND SUBSIDIARIES
                                             CONSOLIDATED STATEMENT OF CASH FLOWS
                                     FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                          (UNAUDITED)


                                                                               2003                  2002
                                                                         ---------------       ---------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                            $       (69,315)      $      (401,862)
   Adjustments to reconcile net cash provided
     by operating activities:
          Depreciation and amortization                                           10,518                10,224
          Stock for services and interest                                              0                 6,225
   Changes in operating assets and liabilities:
     Accounts receivable                                                       ( 283,493)               33,405
     Notes receivable                                                             (4,333)                    0
     Inventories                                                               ( 238,716)               (2,392)
     Prepaid expenses                                                          ( 102,004)               17,099
     Accounts payable                                                            135,384              (112,807)
     Accrued liabilities                                                          51,249                 5,005
     Other assets                                                                      1                 2,499
                                                                         ---------------       ---------------

        NET CASH (USED) BY
           OPERATING ACTIVITIES                                                 (500,709)             (442,604)
                                                                         ---------------       ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                                                         (5,236)                    0
   Notes to related parties                                                      227,502                69,348
                                                                         ---------------       ---------------

        NET CASH PROVIDED BY
            INVESTING ACTIVITIES                                                 222,266                69,348
                                                                         ---------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Bank overdraft                                                                     10                     0
   Note payments                                                                 282,725               (26,343)
   Proceeds from line of credit                                                  (25,130)               38,851
   Proceeds from note payable                                                    335,712                     0
   Net liabilities sold                                                         (335,713)                    0
   Proceeds from sale of common stock                                                  0               260,000
   Subscription receivable                                                             0                83,430
   Payments to related parties                                                         0                (5,952)
                                                                         ---------------       ---------------

        NET CASH PROVIDED BY
            FINANCING ACTIVITIES                                                 257,604               349,986
                                                                         ---------------       ---------------





                          The Accompanying Notes Are an Integral Part of The Financial Statements
</TABLE>


                                                              3
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


                                              2003                   2002
                                         ---------------       ---------------
NET (DECREASE) IN CASH
   AND CASH EQUIVALENTS                          (20,839)              (23,270)

EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                    20,839                (8,670)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                                   0                31,940
                                         ---------------       ---------------

CASH AND CASH EQUIVALENTS,
   END OF YEAR                           $             0       $             0
                                         ===============       ===============


SUPPLEMENTAL NON-CASH INVESTING
   AND FINANCING ACTIVITIES:

During the quarter ended June 30, 2002,  the Company  issued  637,916  shares of
common stock for the repayment of $84,406 in accrued expenses.

During the quarter ended June 30, 2002, 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 June 30, 2002,  the Company  issued  125,000  shares of
common stock for the repayment of $10,000 in accounts payable indebtedness.

  Supplemental Information:
     Interest paid                      $     22,166         $    15,039
     Taxes                              $          0         $         0






     The Accompanying Notes Are an Integral Part of The Financial Statements


                                       4
<PAGE>

<TABLE>
<CAPTION>


                                        REMEDENT USA, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                           FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                    (UNAUDITED)



                                                THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                       SEPTEMBER 30,                        SEPTEMBER 30,
                                           -----------------------------------    ----------------------------------
                                                  2003               2002              2003               2002
                                           -----------------   ---------------    ---------------   ----------------
<S>                                        <C>                 <C>                <C>               <C>
NET (LOSS)                                 $        (67,129)   $     (242,317)    $      (69,315)   $      (401,862)

OTHER COMPREHENSIVE
  INCOME (LOSS):
     Foreign currency translation
       adjustment                                   (11,680)           (6,374)            39,181             15,046
                                            ----------------  ---------------     ---------------  -----------------


COMPREHENSIVE LOSS                          $       (78,809)  $      (248,691)    $      (30,134)  $       (386,816)
                                            ================  ===============     ===============  =================





                      The Accompanying Notes Are an Integral Part of The Financial Statements

</TABLE>

                                                         5
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 1   GENERAL

         The accompanying  unaudited interim  consolidated  financial statements
         include the accounts of Remedent USA, Inc.  (incorporated  in Delaware)
         and its two subsidiaries,  Remedent NV (a Belgian  corporation) located
         in Ghent,  Belgium, and Remedent  Professional,  Inc.  (incorporated in
         California)(collectively,  the  "Company").  Remedent  USA,  Inc.  is a
         holding  company.  Remedent  Professional,  Inc. has been dormant since
         inception.  At September  30, 2003,  Remedent USA owned 22% of Remedent
         NV,  a  manufacturer  of  professional  dental  equipment  for  use  by
         dentists.  Since the other  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, is the United  States sales  organization  for equipment
         manufactured by Remedent NV. All significant inter-company accounts and
         transactions  have  been  eliminated  in  the  consolidated   financial
         statements.  The interim  consolidated  financial  statements have been
         prepared in accordance with accounting principles generally accepted in
         the  United  States  for  interim   financial   information   and  with
         instructions to Form 10-QSB and Item 10 of Regulation S-B. Accordingly,
         they do not include all of the information  and footnotes  required for
         complete  financial  statements.  In the  opinion  of  management,  all
         adjustments   (consisting  of  normal  recurring  accruals)  considered
         necessary for a fair presentation have been included. Operating results
         for the six-month  period ended  September 30, 2003 are not necessarily
         indicative  of the  results  that may be  expected  for the fiscal year
         ending  March  31,  2004.  For  further   information,   refer  to  the
         consolidated financial statements and footnotes thereto included in the
         Company's  annual report on Form 10-KSB for the fiscal year ended March
         31, 2003.

NOTE 2   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.  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  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.
         These financial statements do not include any adjustments that might be
         necessary if the Company is unable to continue as a going concern.


                                       6
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         PRINCIPLES OF CONSOLIDATION

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

         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 101.

         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 September
         30, 2003,  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 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.


                                       7
<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         ACCOUNTS RECEIVABLE

         The Company sells  professional  dental equipment to various companies,
         primarily to distributors located in Western Europe. The terms of sales
         vary by  customer,  however,  generally  are 2% 10  days,  net 30 days.
         Accounts  receivable  is  reported at net  realizable  value and net of
         allowance for doubtful accounts. As of September 30, 2003 and March 31,
         2003,  the  allowance  for  doubtful  accounts was $85,890 and $90,617,
         respectively.  The  Company  uses the  allowance  method to account for
         uncollectable  accounts receivable.  The Company's estimate is based on
         historical  collection experience and a review of the current status of
         trade accounts receivable.

         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.  Common  shares
         related  to stock  options  and stock  warrants  that are  antidilutive
         amounted to 6,844,000 and 7,469,000 for the six months ending September
         30, 2003 and 2002, respectively.

         IMPACT OF NEW ACCOUNTING STANDARDS

         In June of 2002,  the FASB  issued  SFAS  146,  "Accounting  for  Costs
         Associated  with Exit or Disposal  Activities,"  which  nullifies  EITF
         Issue 94-3. SFAS 146 is effective for exit and disposal activities that
         are initiated after December 31, 2002 and requires that a liability for
         a cost associated with an exit or disposal  activity be recognized when
         the  liability  is  incurred,  in  contrast  to the date of an entity's
         commitment to an exit plan, as required by EITF Issue 94-3. The Company
         will adopt the provisions of SFAS 146 effective January 1, 2003.


                                       8
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         In  December  2002,  the FASB  issued  SFAS No.  148,  "Accounting  for
         Stock-Based  Compensation - Transition and Disclosure."  This Statement
         amends SFAS No. 123, "Stock-Based Compensation," to provide alternative
         methods of  transition  for a voluntary  change to the fair value based
         method  of  accounting  for  stock-based  employee   compensation.   In
         addition, this Statement amends the disclosure requirements of SFAS No.
         123 to  require  prominent  disclosures  in  both  annual  and  interim
         financial  statements  about the method of accounting  for  stock-based
         employee  compensation  and the effect of the method  used on  reported
         results.  The  alternative  methods  of  transition  of  SFAS  148  are
         effective for fiscal years ending after  December 15, 2002. The Company
         follows  APB 25 in  accounting  for its  employee  stock  options.  The
         disclosure  provision of SFAS 148 is  effective  for years ending after
         December  15, 2002 and has been  incorporated  into these  consolidated
         financial statements and accompanying footnotes.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity." This Statement establishes standards for how an issuer of debt
         classifies   and   measures   certain   financial    instruments   with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify  certain  financial  instruments as a liability (or an
         asset in some  circumstances)  instead  of  equity.  The  Statement  is
         effective for financial  instruments entered into or modified after May
         31, 2003,  and  otherwise  is  effective at the  beginning of the first
         interim  period  beginning  after June 15, 2003. The Company will adopt
         this  Statement on July 1, 2003.  The Company does not believe that any
         of these recent accounting  pronouncements  will have a material impact
         on their financial position or results of operations.

         In April 2003, the FASB issued 145  "Rescission of FASB  Statements No.
         4, 44, and 64,  Amendment  of FASB  Statement  NO.  13,  and  Technical
         Corrections."  This  Statement  rescinds  SFAS 4,  Reporting  Gains and
         Losses from  Extinguishment of Debt and an amendment of that statement,
         SFAS  64,   Extinguishments  of  Debt  Made  to  Satisfy   Sinking-Fund
         Requirements.  The rescission of these Statements  alters the financial
         reporting  requirements  from  gains  and  losses  resulting  from  the
         extinguishment  of debt.  These gains or losses  should now be reported
         before   extraordinary   items,   unless  the  two   requirements   for
         extraordinary  items are met.  This  statement  also  rescinds SFAS 44,
         Accounting for Intangible  Assets of Motor Carriers and amends SFAS 13,
         Accounting  for  Leases,  to  eliminate  an  inconsistency  between the
         required


                                       9
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         accounting for sale-leaseback  transactions and the required accounting
         for certain lease  modifications  that have  economic  effects that are
         similar to  sale-leaseback  transactions.  This  statement  also amends
         other existing  authoritative  pronouncements to make various technical
         corrections,  clarify meanings,  or describe their  applicability under
         changed conditions.

         The provisions of this statement related to the rescission of Statement
         4 shall be applied in fiscal years  beginning  after May 15, 2002.  Any
         gain or loss  on  extinguishment  of debt  that  was  classified  as an
         extraordinary  item in prior periods  presented t hat does not meet the
         criteria in Opinion 30 for classification as an extraordinary  shall be
         reclassified.  The provisions of this Statement related to Statement 13
         shall be effective for transactions occurring after May 15, 2002.

NOTE 3   DUE FROM RELATED PARTIES

         On February 12, 2002,  Remedent NV entered  into a loan  agreement  for
         (euro)  125,000 (US $144,963 at  September  30,  2003),  with 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  with the Bank Brussels  Lambert  ("BBL") for amounts up to
         (euro) 250,000  (US$289,925 at September 30, 2003) (see Note 7). Due to
         the insufficient  assets maintained by the Company as of inception date
         of the  line  of  credit,  the BBL  imposed  two  requirements  for the
         extension of credit; (1) Mr. De Vreese personally guarantee the line of
         credit,  and (2) another company owned by Mr. De Vreese was required to
         repay its existing line of credit in full.  As such,  the loan received
         was  utilized  to repay the other  company's  existing  line of credit.
         Repayment of the loan will occur upon the Company's  ability to provide
         sufficient assets to replace the personal guarantee of Mr. De Vreese.

NOTE 4   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:


                                       10
<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 4   INVENTORIES (CONTINUED)

                                               SEPTEMBER 30,       MARCH 31,
                                                   2003              2003
                                              -------------       -----------
         Raw materials                        $     241,107       $    88,717
         Finished goods                              20,320            36,281

         Less: Inventory reserve                     (8,800)           (8,168)
                                              -------------       -----------
         Inventories, net                     $     252,627       $   116,830
                                              =============       ===========

NOTE 5   PROPERTY AND EQUIPMENT

         Property and equipment are summarized as follows:

                                              SEPTEMBER 30,       MARCH   31,
                                                   2003               2003
                                              -------------       -----------
         Tooling                              $      49,782       $    49,782
         Furniture and fixtures                      23,057            16,361
         Less accumulated depreciation              (33,122)          (22,097)
                                              -------------       -----------
         Property and equipment, net          $      39,717       $    44,046
                                              =============       ===========

NOTE 6   GOODWILL

         On January  15,  2002,  Remedent NV  acquired  International  Medical &
         Dental Support ("IMDS"),  a dental  practitioner  outsourcing firm. The
         acquisition was for a total of 6,000,000 shares of common stock, valued
         at $330,000. The value of the common shares issued was determined based
         on the  market  price  of the  Company's  common  stock  on the date of
         acquisition.  As the firm was in the development  stage,  there were no
         assets and  liabilities as of the  acquisition  date. As a result,  the
         balance of the purchase price was allocated to goodwill.

         On  January  1,  2002,  the  Company  adopted  SFAS 142 and has  ceased
         amortization of goodwill,  which is deemed to have an indefinite  life.
         Under the new rules,  the  Company is no longer  permitted  to amortize
         intangible assets with indefinite  lives;  instead they will be subject
         to periodic tests for impairment.  SFAS 142 supercedes APB Opinion #17,
         Intangible  Assets.  In accordance with SFAS 142,  management  annually
         assesses the present value of the projected  cash flows of the acquired
         business.


                                       11
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)



NOTE 6   GOODWILL (CONTINUED)

         As of the  year  ended  March  31,  2003,  management  deemed  the IMDS
         Goodwill to be fully impaired, as the dental outsourcing company is now
         dormant.  The Company  recorded a 100% impairment  reserve at March 31,
         2003.


NOTE 7   LINE OF CREDIT

         On February 11, 2002, Remedent N.V. entered into a (euro) 1,241,000 (US
         $1,439,188  at  September  30,  2003)  Line  of  Credit  Facility  (the
         "Facility")   with  the  BBL,   consisting  of  a  (euro)  991,000  (US
         $1,149,263)  accounts receivable  factoring line of credit and a (euro)
         250,000 (US $289,925)  general line of credit.  The  factoring  line of
         credit, to be secured by qualifying accounts  receivable,  will provide
         the Company 75% of the amount of qualifying  invoices up to the maximum
         credit  line.  For each  qualifying  invoice,  the BBL will  assume all
         collection  duties  and  charge a 0.47% fee on the  invoice  amount for
         these  services.  Advances on this line will bear interest at a rate of
         prime + 2.5% (7.75% at September 30,  2003).  As of September 30, 2003,
         no amounts were outstanding on this line of credit. The general line of
         credit  is  secured  by the  personal  assets  of Guy  de  Vreese,  the
         Company's Chairman.  As of September 30, 2003, $255,757 was outstanding
         under this line of credit.

NOTE 8   DUE TO RELATED PARTIES

                                              SEPTEMBER 30,       MARCH 31,
                                                   2003              2003
                                              -------------       -----------

         Borrowings from a former
          director in the form of
          convertible debentures              $      69,002       $    69,002

         Borrowings from employees
          in the form of working
          capital loans                              58,958            51,296

         Borrowings in the form of
          working capital loans                     634,058           163,479
                                              -------------       -----------


         Due to related parties               $     762,018       $   283,777
                                              =============       ===========



                                       12
<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 8   DUE TO RELATED PARTIES (CONTINUED)

         The  convertible  debentures  issued to the former  director are due on
         demand,  bearing  interest at 10% per annum,  and are convertible  into
         common  stock at the  sole  discretion  of the  holder  at  percentages
         between  30% and 37.5% of the average  trading  price for the stock for
         the 30 day period immediately prior to the maturity date. In connection
         with this conversion feature,  the Company recorded a charge of $59,002
         and $10,000 to interest expense during the fiscal years ended March 31,
         2001 and 2000,  respectively.  These amounts were  calculated on the 30
         day period  prior to the dates of the notes,  and are subject to change
         based on the 30 day period prior to the maturity dates. As of September
         30, 2003 and March 31, 2003,  $46,785 and $20,472,  respectively,  were
         accrued for unpaid interest.

NOTE 9   CAPITAL TRANSACTIONS

         On May 16,  2003,  the  Company  completed  the sale of the  toothbrush
         division with the issuance of 750,000 shares of common stock.

         Also on June 30,  2003,  the Company  issued  420,966  shares of common
         stock in settlement of consulting fees in the amount of $21,048.

NOTE 10  SEGMENT INFORMATION

         The Company's  reportable  operating  segments  consist of professional
         dental products and oral hygiene  products.  The "Other" segment column
         below includes  centralized  services including  corporate  consulting,
         legal, accounting, investor relations and unallocated corporate payroll
         and  interest.  The  chief  operating  decision  making  group  for the
         Company's  reportable  operating segments is comprised of the Company's
         Chief  Executive  Officer,   Chief  Financial  Officer,  and  the  lead
         executives of each of the Company's two primary operating segments. The
         operating  segments are managed  separately as each  operating  segment
         represents  a  business  unit with a  distinctive  marketing  strategy,
         distribution method and target customer. The accounting policies of the
         operating  segments  are the same as those  described in the summary of
         significant accounting policies.



                                       13
<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 10  SEGMENT INFORMATION (CONTINUED)

         The following is segment information for the six months ended September
         30, 2003 and 2002:



                                                   2003               2002
                                              -------------       -----------
         Revenues:
            Professional dental products      $   1,479,438       $   803,384
            Dental employee outsourcing                   0             4,641
            Other                                    10,014                 0
                                              -------------       -----------

                     Total                    $   1,489,452       $   808,025
                                              =============       ===========
               Net Loss:
            Professional dental products      $     (12,293)      $  (194,192)
            Dental employee outsourcing                   0           (29,429)
            Other                                   (57,022)         (178,241)
                                              -------------       -----------

                     Total                    $    ( 69,315)      $ ( 401,862)
                                              =============       ===========

         The Company ships products from its  operations in Europe.  The Company
         has generated no material  revenue in the United States.  The following
         are sales by its European  locations for the six months ended September
         30, 2003 and 2002:

                                                   2003               2002
                                              -------------       -----------
         Revenues - Europe:
           Professional dental products       $   1,479,438       $   803,384
           Dental employee outsourcing                    0             4,641
           Others                                    10,014                 0
                                              -------------       -----------

                              Total           $   1,489,452       $   808,025
                                              =============       ===========

         The following is long-lived asset  information by geographic area as of
         September 30, 2003:

           United States                      $      24,891
           Europe                                    14,826
                                              -------------

                                              $      39,717
                                              =============



                                       14
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 11  GOING CONCERN

         The Company has incurred substantial net losses since inception, and as
         of September 30, 2003,  maintained a working capital and  shareholders'
         deficit of $(901,010) and $(860,406), respectively, raising substantial
         doubt about the Company's  ability to continue as a going concern.  The
         Company has reassessed  its  operations and business  structure and has
         implemented a complete corporate reorganization plan.

         The plan includes the  acquisition  of and expansion  into  diversified
         business ventures.

         On July 1, 2001, the Company began developing, manufacturing, marketing
         and distributing high-technology dental equipment. The Company retained
         nine  additional  personnel,  two  engineers and seven  operations  and
         finance,  with strong  backgrounds  in the business of  high-technology
         dental  equipment,  and will market dental curing and whitening  lamps,
         interoral cameras and digital X-ray systems.  The Company previewed its
         first  offering  within this market at dental shows around the world in
         October 2001, and initiated shipments of initial units during the first
         quarter of 2002.

         In  connection  with the  Company's  shift in focus to high  technology
         professional dental equipment,  the Company discontinued the operations
         of the Toothbrush Business on December 31, 2001, and on March 14, 2002,
         the Company  entered  into an agreement to sell the business to a third
         party  distributor.  The  Company  felt  continued  dedication  to this
         business would not be in its shareholders' best interest. Additionally,
         with the business generating recurring net losses and raising deficits,
         Company  resources can be more  effectively  utilized  within these new
         markets.  Throughout  the fiscal  year  ended  March 31,  2002,  as the
         Company had been experiencing  significant  working capital  shortages,
         the Company had been downsizing this business in anticipation of a sale
         or license of these  operations.  As such,  the volume of the business,
         revenues and  expenses,  had been  significantly  reduced from previous
         fiscal  years.  For the fiscal year ended March 31,  2003,  and for the
         quarter ended June 30, 2003, as a result of the  implementation of this
         reorganization   plan,  gross  profits   increased   significantly  and
         operating expenses,  and the resulting operating losses, have decreased
         substantially.


                                       15
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 11  GOING CONCERN (CONTINUED)

         Upon the completion of its reorganization plan, the Company's objective
         is to become a leading  developer and  manufacturer of  high-technology
         dental equipment.

         Management  believes that if the Company can complete its restructuring
         plan,  the Company can generate  sufficient  revenues and cash flows to
         sustain operations.  There can be no assurance that the Company will be
         successful in its efforts and if unsuccessful in its efforts, it may be
         necessary  to undertake  other  actions to preserve  asset  value.  The
         financial  statements do not include adjustments that might result from
         the outcome of this uncertainty.


NOTE 12  SALE OF PREFERRED STOCK

         In May 2003,  the  Company  initiated  a  $900,000  private  placement,
         seeking to sell an aggregate of 900,000 shares of convertible preferred
         shares at $1.00 a share. To date, no funds have yet been raised.



                                       16
<PAGE>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The discussion and financial statements contained herein are as of September 30,
2003 and for the six months and three months fiscal quarters ended September 30,
2003 and 2002. 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

The Company develops,  markets and distributes  high-technology dental equipment
for sale within the professional dental market.

SIX MONTHS ENDED  SEPTEMBER  30, 2003 AS COMPARED TO SIX MONTHS ENDED  SEPTEMBER
30, 2002

For the six months ended September 30, 2003, net sales increased by $681,427, or
84%, from $808,025 in 2002 to $1,489,452 in 2003. This increase is substantially
the result of dental equipment sales in our European subsidiary.  As the Company
has broadened its presence within the professional  dental equipment market, our
European subsidiary has improved sales of our initial  technology,  a high-speed
dental curing light, as well as after-market  products,  including  accessories,
repair  services,  whitening  products  used with the  curing  lights,  and home
whitening  products.  This is  consistent  with our  reorganization  plan, as we
reposition  assets and resources to the European  professional  dental equipment
market.

Cost of goods sold  increased  by  $314,527,  or 71%,  for the six months  ended
September  30, 2003 over the  comparable  six month period ended  September  30,
2002. This  represents a corresponding  increase to the increase in sales during
the current fiscal period. Cost of goods sold as a percentage of sales decreased
4%,  from 55% for the six months  ended  September  30,  2002 to 51% for the six
month period ended September 30, 2003.

Gross profit  increased by $366,900 for the six months ended  September 30, 2003
over  the  comparable  period  ended  September  30,  2002.  Gross  profit  as a
percentage of sales  increased 4% to 49% for the six months ended  September 30,
2003 from 45% for the comparable  period ended  September 30, 2002. The increase
is the  result  of our  focus on sales of the  RemeCure  curing  light  which is
manufactured  in-house at a lower cost than the previously  outsourced  product,
coupled with a substantial increase in the sales of the higher-margin  whitening
products used with the curing lights.

Research and development  expenses decreased $56,608, or 77%, for the six months
ended  September  30, 2003 over the  comparable  period in the prior  year,  due
primarily to the research and  development  costs  incurred  during the start-up
phase of the Company's  high-technology  dental  equipment  segment in the prior
fiscal period.  The Company's focus during the current fiscal period has been on
the sales of the RemeCure.  We expect we will invest in research and development
in future periods as we develop other products for the dental equipment markets.

Sales and marketing  costs for the six months ended  September 30, 2003 and 2002
were $57,797 and $29,515, respectively,  representing an increase of $28,282, or
96%. However,  as a percentage of net sales,  sales and marketing costs remained
constant.  We have  shifted  our  business  focus into the  professional  dental
equipment market which allows for less  capital-intensive sale of units to large


                                       17
<PAGE>

distributors.  This marketing and distribution  method allows for  significantly
less marketing and provides more predictable revenue flow.

General and administrative costs for the six months ended September 30, 2003 and
2002 were  $669,655  and  $641,976,  respectively,  representing  an increase of
$27,679 or 4%. As a percentage of net sales,  general and  administrative  costs
decreased  from 79% to 45%. This  decrease is a result of the Company's  focused
efforts to  internally  reorganize  in order to use cash more  effectively.  The
Encino,  California office was closed, and the two employees of that office were
laid off.

Net interest expense  increased by $18,183,  or 59%, during the six months ended
September 30, 2003 over the  comparable  period ended  September  30, 2002.  The
increase in interest  expense  was largely due to the  interest  incurred on the
increased balance of related party loans.

Inflation  has  not  had a  material  effect  on our  revenue  and  income  from
continuing  operations in the past two years. We do not expect inflation to have
a material future effect.

THREE  MONTHS  ENDED  SEPTEMBER  30,  2003 AS  COMPARED  TO THREE  MONTHS  ENDED
SEPTEMBER 30, 2002

For the three months ended  September 30, 2003, net sales increased by $353,759,
or  113%,  from  $312,417  in  2002  to  $666,176  in  2003.  This  increase  is
substantially  the result of dental equipment sales in our European  subsidiary.
As the  Company  has  broadened  its  presence  within the  professional  dental
equipment  market,  our European  subsidiary  has improved  sales of our initial
technology,  a high-speed dental curing light, as well as after-market products,
including accessories,  repair services, whitening products used with the curing
lights, and home whitening products.  This is consistent with our reorganization
plan, as we reposition assets and resources to the European  professional dental
equipment market.

Cost of goods sold  increased  by  $161,251,  or 98%, for the three months ended
September 30, 2003 over the  comparable  three month period ended  September 30,
2002. This  represents a corresponding  increase to the increase in sales during
the current fiscal period. Cost of goods sold as a percentage of sales decreased
4%, from 55% for the three months ended  September 30, 2002 to 49% for the three
month period ended September 30, 2003.

Gross profit increased by $192,508 for the three months ended September 30, 2003
over  the  comparable  period  ended  September  30,  2002.  Gross  profit  as a
percentage of sales increased 4% to 51% for the three months ended September 30,
2003 from 47% for the comparable  period ended  September 30, 2002. The increase
is the  result  of our  focus on sales of the  RemeCure  curing  light  which is
manufactured  in-house at a lower cost than the previously  outsourced  product,
coupled with a substantial increase in the sales of the higher-margin  whitening
products used with the curing lights.

Research and development expenses decreased $4,691, or 25%, for the three months
ended  September  30, 2003 over the  comparable  period in the prior  year,  due
primarily to the research and  development  costs  incurred  during the start-up
phase of the Company's  high-technology  dental  equipment  segment in the prior
fiscal period.  The Company's focus during the current fiscal period has been on
the sales of the RemeCure.  We expect we will invest in research and development
in future periods as we develop other products for the dental equipment markets.

Sales and marketing costs for the three months ended September 30, 2003 and 2002
were $29,562 and $14,656, respectively,  representing an increase of $14,906, or
108%.  However, as a percentage of net sales, sales and marketing costs remained
constant.  We have  shifted  our  business  focus into the


                                       18
<PAGE>

professional  dental  equipment  market which allows for less  capital-intensive
sale of units to large  distributors.  This  marketing and  distribution  method
allows for  significantly  less marketing and provides more predictable  revenue
flow.

General and  administrative  costs for the three months ended September 30, 2003
and 2002 were $332,201 and $356,217,  respectively,  representing  a decrease of
$24,016 or 7%. As a percentage of net sales,  general and  administrative  costs
decreased  from 114% to 50%. This decrease is a result of the Company's  focused
efforts to  internally  reorganize  in order to use cash more  effectively.  The
Encino,  California office was closed, and the two employees of that office were
laid off.

Net  interest  expense  increased by $14,922,  or 125%,  during the three months
ended  September 30, 2003 over the comparable  period ended  September 30, 2002.
The increase in interest expense was largely due to the interest incurred on the
increased balance of related party loans.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 2003,  our current  liabilities  exceeded our current assets by
$901,010.  Our business operations will require substantial capital financing on
a continuing  basis. The availability of that financing will be essential to our
continued existence. In addition, cash flow and liquidity is contingent upon the
success of our  restructuring  plan.  The  inability  to continue to develop and
market  high-technology  dental  equipment  will  force us to  raise  additional
capital  to  support  operations  by  selling  equity  securities  or  incurring
additional debt.

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 launch. As a result,  we have financed our working capital  requirements
principally  through  loans and the  private  placement  of our common  stock to
accredited investors.

In  February  2002,  we  entered  into a line of credit  facility  with the Bank
Brussels Lambert ("BBL") consisting of an accounts receivable factoring line for
(euro)350,000  (US$410,655  at September  30, 2003) and a general line of credit
for (euro)250,000  (US$293,325 at September 30, 2003). As of September 30, 2003,
we had drawn US$255,757 from this facility.

During the fiscal year ended March 31,  2002,  we received  advances of $150,799
from officers and directors in the form of working  capital  loans.  These loans
bear no interest and are due upon demand.  We repaid  $11,314 of these  advances
with cash and  settled  $88,308 of these  advances  with the  issuance of common
stock valued at $0.50 a share.

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of Arizona.  We have drawn upon the full amount.  The  interest  rate was 10.25%
with a maturity date of December 31, 1999.  On April 26, 2000,  the loan balance
of $49,971 was  converted to a five-year  loan with an interest  rate of prime +
2.5% (6.5% at September 30, 2003),  monthly  payments of $1,099,  and a maturity
date of April 26, 2005. Monthly payments include payments towards both principal
and  interest.  As of  September  30,  2003,  the  balance  due on this loan was
$20,273.

During the fiscal year ended March 31, 2001, the Company borrowed  $149,002 from
shareholders  and a  director  in the  form  of  convertible  debentures.  These
debentures are unsecured,  due on demand and bear interest at 10% per annum.  In
addition,  at the sole discretion of the holder,  they can be converted to stock
at 37.5% of the average trading price 30 days prior to maturity.


                                       19
<PAGE>

We expect to continue to experience  negative cash flow possibly through the end
of the current  calendar  year,  and may continue to do so  thereafter  while we
attempt to increase  development  and marketing of our  products.  Unless we are
able to  generate  sufficient  revenue  or  acquire  additional  debt or  equity
financing to cover our present and ongoing  operation costs and liabilities,  we
may not be able to continue as a going  concern.  Our auditors note that we have
sustained  substantial  net losses since our  inception in  September  1996.  In
addition,  as of September 30, 2003, we had a working capital  deficit  totaling
$901,010 and a shareholders deficit of $860,406.

For the six months ending  September 30, 2003,  liabilities  totaled  $2,060,893
compared to  $1,702,643  for the year ending March 31, 2003 which  represents an
increase for the period of $358,250,  or 21%.  This increase in  liabilities  is
largely attributable to the liquidation of the net liabilities of the toothbrush
business  ($335,713)  in  exchange  for the  issuance  of 750,000  shares of the
Company's  common  stock,  offset by  increases in our trade  accounts  payable,
related party debt and accrued liabilities.

Frequently we have been unable to make timely  payments to our trade vendors and
service  suppliers.  As of September  30, 2003,  we had past due payables in the
amount  of  $257,433.  This  is due  primarily  to  our  inability  to  generate
sufficient revenue from operations to fund our ongoing  operations.  We continue
to  utilize  funds  raised  from  sales of equity  instruments  to fund  current
operations. Deferred payment terms have been negotiated with most vendors, which
has  allowed us to continue  to make  shipments  on time and no orders have been
cancelled to date.

For the six  months  ended  September  30,  2003 and  2002,  net  cash  used for
operating  activities was $500,709 and $442,604,  respectively.  As of September
30, 2003, we had a working capital deficiency of $901,010,  a marked improvement
over the working capital deficiency of $1,231,809 at March 31, 2003.

Our  business  operations  will  require  substantial  capital  financing  on  a
continuing  basis.  Based upon our cash flow  projections,  significant  capital
infusion is necessary to fully implement our restructuring plan and pay existing
delinquent  payables.  We plan to finance such through loans, equity investments
and other  transactions.  We  reasonably  believe that the net proceeds from our
efforts,  assuming  the maximum  amount is raised and loans are  obtained,  plus
revenues  generated from operations,  will be sufficient to fund our operations.
However,  there can be no  assurance  that we will be able secure the  necessary
financing.  In the  event  that  we are  unsuccessful  in  completing  financing
arrangements,   we  would  have  difficulty  meeting  our  operation   expenses,
satisfying   our  existing  or  future  debt   obligations,   or  succeeding  in
implementing our restructuring  plan. Without sufficient cash flow we are unable
to satisfy our debt obligations, our ongoing growth and operations are, and will
continue to be,  restricted and there is substantial  doubt as to our ability to
continue as a going concern.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report  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  "plan,"   "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


                                       20
<PAGE>

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.

QUARTERLY TRENDS

We do not  anticipate  significant  "seasonal"  changes in our  operations.  Our
product is a high technology  dental curing light that dental  practitioners use
in their daily  practice  for patient  treatments  and as such,  we predict that
although  sales  may  increase  over the year,  sales  will not be  affected  by
quarterly trends.

ITEM 3.  CONTROLS AND PROCEDURES.

Our  Chief  Executive  Officer  and Chief  Financial  Officer  (the  "Certifying
Officers") are responsible for establishing and maintaining  disclosure controls
and  procedures  for the Company.  The  Certifying  Officers  have designed such
disclosure  controls and procedures to ensure that material  information is made
known to them, particularly during the period in which this report was prepared.
The  Certifying  Officers  have  evaluated  the  effectiveness  of the Company's
disclosure  controls and  procedures  as of the end of the period  covered by of
this report and believe that the Company's  disclosure  controls and  procedures
are effective  based on the required  evaluation.  During the period  covered by
this  report,  there  were no  changes  in  internal  controls  that  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.


                                       21
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the six months ended  September 30, 2003, we issued  1,150,000  shares of
common  stock:  750,000  shares for the sale of the  toothbrush  division  which
occurred in March 2002;  100,000 shares in a partial settlement of a convertible
debenture and 300,000 shares as a settlement for consulting  services  rendered.
These  issuances were made by us in reliance on the exemption from  registration
pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS IN SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1.     The following Exhibits are filed herein:

         No.      Title
         ---      -----

         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

2.     Reports on Form 8-K: None.


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<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: November 18, 2003              /s/ Robin List
                                      ---------------------------------------
                                      By:  Robin List
                                      Its: Chief Executive Officer (Principal
                                           Executive Officer)

Dated: November 18, 2003              /s/ Stephen F. Ross
                                      ---------------------------------------
                                      By:  Stephen F. Ross
                                      Its: Chief Financial Officer (Principal
                                           Financial Officer and Principal
                                           Accounting Officer)



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