SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB


[X]     Quarterly  Report under Section 13 or 15(d) of the  Securities  Exchange
        Act of 1934 for the Quarterly Period ended JUNE 30, 2000 or

[X]     Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
        Exchange Act of 1934 for the  Transition  Period from  _____________  to
        ____________

Commission File Number
                        ----------------------------

                                REMEDENT USA, INC
--------------------------------------------------------------------------------
        (exact 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 No.)


     1220 Birch Way, Escondido, California              92027
-------------------------------------------------  ------------------
   (Address of principal executive offices)           (Zip Code)


                                 (760) 781-3333
                    ---------------------------------------
                           (Issuer's telephone number)

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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_ No___ .

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:   As of 6-30-00 : 12,578,637 shares

Transitional Small Business Disclosure Format (check one):  Yes ____ No _X_.


<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 2


                               Remedent USA, Inc.
                            Balance Sheet (Unaudited)

                                                  For the period  For the period
                                                     ending           ending
                                                  June 30, 2000    June 30, 1999
                                                  --------------- --------------
ASSETS
      Current Assets
          Cash                                    $     14,869       $   14,438
          Accounts receivable, net                      54,422          117,535
          Due from related parties                      35,170            5,280
          Inventory                                    109,643          150,900
          Prepaid insurance                                338            4,436
          ----------------------------------------------------------------------
             Total current assets                      214,442          292,589

      Property and Equipment, net                       29,037           24,111

      Other Assets
          Deposits                                       7,782            8,790
          Patents, net of accumulated amortization      27,704           29,984
          ----------------------------------------------------------------------
             Total other assets                         35,486           38,774

          ----------------------------------------------------------------------
               Total Assets                       $    278,965        $ 355,474
          ======================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                  For the period  For the period
                                                       ending          ending
                                                   June 30, 2000   June 30, 1999
                                                   -----------------------------
      Current Liabilities
          Notes payable-related parties             $     99,345   $       883
          Accounts payable                               467,647       111,416
          Accrued liabilities                            259,306        42,485
          Royalty payable                                 43,117        30,224
          Current portion capital lease                    1,108         1,777
          Note payable-Union Bank                         48,809        50,000
         -------------------------------------------------------  -------------
            Total current liabilities                    919,332       236,785

      Long Term Liabilities and Capital Leases                           2,763
      Stockholders' Equity
          Common stock                                    12,579        12,446
          Additional paid in capital                   1,446,124     1,199,802
          Accumulated deficit                         (2,099,070)   (1,096,322)
          ------------------------------------------------------- ------------
            Total stockholders' equity (deficit)        (640,367)      115,926
          ---------------------------------------------------------------------
               Total Liabilities and Stockholders'
                 Equity                             $    278,965    $  355,474
          =====================================================================


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

<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 3

                               Remedent USA, Inc.
                             Statement of Operations
                                   (Unaudited)

                                               For the period    For the period
                                                   ending            ending
                                               June 30, 2000      June 30, 1999
                                              ---------------------------------
      Revenues
           Sales                              $      200,053      $    188,860
           --------------------------------------------------------------------
              Total Revenue                          200,053           188,860

      Cost of Goods Sold                              69,865            77,384

           --------------------------------------------------------------------
              Gross profit                           130,188           111,476

      Operating Expenses
           Research and development                   15,085            10,131
           Sales and marketing                       198,165            44,221
           General and administrative                 75,134           117,305
           Depreciation and amortization               3,329             2,736

           --------------------------------------------------------------------
              Total operating expenses               291,713           174,393

           --------------------------------------------------------------------
                Net loss from operation             (161,525)          (62,917)

      Other (Income) Expenses
           Interest income                               (68)             (143)
           Interest expense                            2,677             1,309

           --------------------------------------------------------------------
              Total other (income) expenses            2,609             1,166

           --------------------------------------------------------------------
           Net loss before tax                      (164,134)          (64,083)

      State Income Taxes                                   0                 0

           --------------------------------------------------------------------
                Net loss                        $   (164,134)      $   (64,083)
           ====================================================================

           Loss per share                             (0.01)            (0.01)

           Weighted average shares outstanding    12,578,637        12,437,730



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


<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 4


                               Remedent USA, Inc.
                             Statement of Cash Flows
                                   (Unaudited)

                                                  For the period  For the period
                                                      ending           ending
                                                   June 30, 2000   June 30, 1999
                                                   -----------------------------
Cash Flows From Operating Activities
     Net loss                                        $ (164,134)    $   (64,083)

     Adjustments  to  reconcile  net income to net
      cash  provided  by  operating activities:
         Depreciation and amortization                    3,328           2,737
         Stock for services                              12,983          12,482
         Changes in:
           Accounts receivable                          (13,525)        (82,161)
           Inventory                                     44,069          20,236
           Prepaid expenses                                 198          (3,798)
           Accounts payable                              71,439          53,912
           Accrued liabilities                           19,629           6,299
           Customer deposits                             (8,892)              0
           Royalties payable                              2,363           6,432
           Deposits                                      (3,000)         (7,610)
--------------------------------------------------------------------------------
Net Cash Used in Operating Activities                   (35,542)        (55,554)

Cash Flows from Investing Activities

         Notes to related parties                       (18,251)            664
--------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities        (18,251)            664

Cash Flows from Financing Activities

         Lease payments                                    (521)              0
         Proceeds of notes and debenture                 62,249           2,149
         Officer loans (repayments)                           0         (22,202)
         Sale of common stock                                 0               0
         Note payments                                   (1,191)              0
--------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                60,537         (20,053)

         Net Increase in Cash                             6,744         (74,943)

     Cash, beginning of the year                          8,125          89,382

--------------------------------------------------------------------------------
     Cash, March 31                                      14,869       $  14,439
================================================================================

Supplemental Non Cash Investing and Financing Activities:

         The Company acquired services as CFO for 12, 482 shares of stock.

Supplemental Information:

         Interest paid                               $ 473               $   -
         Taxes paid                                  $   -               $   -

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

<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 5



                               Remedent USA, Inc.
              Statement of Changes in Stockholders Equity (Deficit)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                Additional
                                            Common Stock           Paid        Accounts       Accumulated
       Date          Description         Shares      Dollars    in Capital    Receivable        Deficit       Total
------------------------------------------------------------------------------------------------------------------------
<S>                <C>                 <C>           <C>         <C>         <C>           <C>               <C>
Balance March 31, 1999                  12,433,780    $ 12,434    $1,187,332  $     -         $ (1,032,239)   $ 167,527
------------------------------------------------------------------------------------------------------------------------

April 1999 through  Shares for
   June 1999        Services                12,482      $   12     $  12,470                                   $ 12,482

June 30, 1999       Net loss                                                                   $   (64,083)   $ (64,083)
------------------------------------------------------------------------------------------------------------------------
Balance June 30, 1999                   12,446,262      12,446     1,199,802        0          $(1,096,322)   $ 115,926
------------------------------------------------------------------------------------------------------------------------

July 1 1999 through Shares for
   March 2000       Services               132,375     $   133     $ 236,322    $ (12,983)                    $ 223,472

July 13, 1999       Debenture conversion
                      feature                                      $  10,000                                   $ 10,000

March 31, 2000      Net loss                                                                   $ (775,840)  $ (775,840)
------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2000                  12,578,637    $ 12,579    $1,446,124    $ (12,983)   $ (1,872,162)  $ (426,442)
------------------------------------------------------------------------------------------------------------------------

June 30, 2000       Net loss                                                                   $ (151,151)  $ (151,151)

------------------------------------------------------------------------------------------------------------------------
Balance June 30, 2000                   12,578,637    $ 12,579    $1,446,124    $ (12,983)   $ (2,023,313)  $ (577,593)
========================================================================================================================
</TABLE>


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

<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 6

-----------------------------------------------------------------------------

NOTE 1  CONDENSED FINANCIAL STATEMENTS

A.  Disclosure

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction with the Form 10-SB/A Filed 9/15/00.

B.  Management's Representation

The  consolidated  balance  sheet  as of June  30,  2000  and  the  consolidated
statement of operations for the three month and six month periods ended June 30,
2000 and June 30, 1999 and the statement of cash flows for the six month periods
ended  June 30,  2000 and 1999 have been  prepared  by the  Registrant,  without
audit. In the opinion of management, all adjustments necessary to present fairly
the financial position,  results of operations,  and cash flows at June 30, 2000
and for all periods presented, have been made.

                               REMEDENT USA, INC.
                          NOTES TO FINANCIAL STATEMENTS


     1.  Basis of Preparation

     The unaudited financial  statements of Remedent USA, Inc. (the "Company""),
     presented  herein have been prepared in accordance with the instructions to
     Form 10-QSB and do not include all of the information and note  disclosures
     required by generally  accepted  accounting  principles.  These  statements
     should  be read in  conjunction  with the  financial  statements  and notes
     thereto included in our last audited  financial  statements.  These audited
     statements  are  contained  in our FORM 10-KSB for the year ended March 31,
     2000 and have been filed with the Securities and Exchange Commission.

     In management's  opinion the accompanying  financial statements include all
     adjustments (consisting only of normal, recurring adjustments) necessary to
     summarize  fairly the financial  position and results of operations for the
     three months ended June 30, 2000 may not be  indicative of the results that
     may be expected for the full fiscal year.

     2.  Cash and Cash Equivalents

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

     3.  Accounts Receivable

     The Company sells premium  toothbrushes to various companies,  primarily to
     retail chains located  throughout the United States. The terms of sales are
     2% 10 days, net 30 days.  Accounts receivable is reported at net realizable
     value and net of allowance for doubtful  accounts.  As of June 30, 2000 and
     1999 the allowance for doubtful accounts was $3,000.

     The Company uses the allowance method to account for uncollectible accounts
     receivable.  The  Company's  estimate  is  based on  historical  collection
     experience and a review of the current status of trade accounts receivable.
     It is reasonably  possible that the company's estimate of the allowance for
     doubtful accounts will change.
<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 7

     4.   Inventories

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

                                                        2000        1999
                                                        ----        ----
                  Inventory-Supplies                 $  32,629    $  4,745
                  Displays and Raw Materials         $  52,962    $ 42,587
                  Finished Goods                     $  24,052    $103,568
                                                     ---------    --------
                      Total                           $109,643    $150,900

     5.   Patents

     Patent costs are amortized using straight-line method over 15 years. Patent
     values  and  accumulated  amortization  at June  30,  2000  and 1999 are as
     follows:

                                                       2000             1999
                                                       ----             ----
                  Patent                           $  34,199         $ 34,199
                  Accumulated amortization         $   6,495         $  4,215
                                                   ---------         --------
                      Patents, net                 $  27,704         $ 29,984


     6.   Net Loss Per Share

     Basic net loss per share is computed by dividing  net loss by the  weighted
     average number of common shares outstanding during the period.

     7.   Impact of Recently Issued Accounting Standards

     SFAS No.131 establishes standards for reporting information about operating
     segments  in  financial   statements   issued  to  stockholders.   It  also
     establishes  standards for related disclosures about products and services,
     geographic  areas and major  customers.  Operating  segments are defined as
     components of an enterprise about which separate  financial  information is
     available that is evaluated regularly by the chief operating decision maker
     in deciding how to allocate  resources  and in assessing  performance.  The
     company's   financial   reporting   as   well   as  the   chief   operating
     decision-maker,  does  not  currently  provide  or  review  information  by
     segments. All financial information is currently analyzed in the aggregate.
     The company is currently  evaluating  various methods of segment  reporting
     for the method which they believe will be most useful to management.

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
     (SFAS)  No.  133  (Accounting   for  Derivative   Instruments  and  Hedging
     Activities),  which  establishes  accounting  and  reporting  standards for
     derivative  instruments.  This Statement  requires that an entity recognize
     all  derivatives  as  either  assets or  liabilities  in the  statement  of
     financial  position and measure those  instruments  at fair value.  In June
     1999, the FASB issued SFAS No. 137 (Accounting  for Derivative  Instruments
     and Hedging Activities-Deferral of the Effective Date of FASB Statement No.
     133) which postponed the adoption date of SFAS No.133. as such, the Company
     is not required to adopt the new statement until the year 2001. The Company
     is currently  evaluating the effect that implementation of the new standard
     will have on its operations and financial position.
<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 8

     8.   Going Concern

     The Company has  sustained  substantial  net losses since its  inception in
     September 1996. In addition,  as of June 30, 2000 the Company had a working
     capital deficit totaling  $704,890 and a shareholders  deficit of $640,367.
     These  factors  raise  substantial  doubt  about the  Company's  ability to
     continue as a going concern.  The Company is currently working with various
     groups in an effort to raise significant  working capital and completion of
     the Company's marketing plan.

     9.   Related Party Transactions

     The Company's  headquarters in California occupy  approximately 1000 square
     feet of Rebecca M. Inzunza's,  an officer  shareholder,  primary  residence
     that  total's  4,000 square feet.  Rent paid  directly to Ms.  Inzunza each
     monthly is currently $650.

     The Company has  borrowed  various  amounts  totaling  $99,345 from several
     stockholders to meet the current financial  obligations of the Company. The
     notes are unsecured,  due on demand and include  interest at 10% per annum.
     The Company may continue to borrow from  shareholders  and officers to meet
     current financial needs.


<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                      Page 9

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000


         For the quarter ending June 30, 2000, the Company's  sales increased by
         $11,193 or 6% over the  comparable  three-month  period in 1999.  Sales
         increased from $188,860 in 1999 to 200,053 in 2000.  This low amount of
         increase  was  due to  our  temporarily  not  shipping  to our  largest
         domestic  customer,  CVS,  while they are clearing their shelves of our
         old blister-packed  brushes before replacing it with our new tube style
         packaging.  A good  part of the CVS cut back was  replaced  with  brisk
         international  sales for the  quarter  ending June 30,  2000,  totaling
         $145,169 which represents 73% of total sales for that period.

         Cost of goods decreased by $7,519 or 6% for the quarter ending June 30,
         2000 as compared to the same three-month period for 1999. Cost of goods
         decreased from 77,384 in 1999 to 69,865 in 2000.  This decrease was due
         to the reduced  costs  related to  assembly of product  displays at our
         Scottsdale, Arizona fulfillment facility.

         Operating  expenses increased $117,320 or 59% from 174,393 in June 1999
         to  291,713  in June  2000.  These  increases  were  due to  sales  and
         marketing  commissions and consulting fees,  advertising,  and investor
         relations consulting fees.

         Net losses  increased  by 156% from $64,083 in June 1999 to $164,134 in
         June 2000 due to the factors  mentioned  above which include  decreased
         sales,  increased costs with sales and marketing  consulting  fees, and
         investors relations fees, and advertising.

         The total current  assets  decreased by $78,147 or 27% from $292,589 in
         June 1999 to $214,442 in June 2000.  Accounts  receivable  decreased by
         54% from $117,535 to $54,422  primarily  due to  successful  collection
         activities,  and the fact that  international  sales are conducted on a
         cash basis only.  Included in this  decrease is the accrual of officers
         salaries and a loan to one of the officers. Inventory decreased $41,257
         or 27% from $150,900 in June 30, 1999 to $105,643 in June 30, 2000, due
         to the desire to decrease  existing  inventory to make room for our new
         tube-style  packaged brushes.  Liabilities  increased  $682,547 or 288%
         when  comparing  June 30, 2000 to June 30,  1999.  Liabilities  totaled
         $919,332 for the period ended June 30, 2000 as compared to $236,785 for
         the  period  ended June 30,  1999.  Notes  payable  to related  parties
         increased by $98,462 and includes loans from investors, the purchase of
         computer  equipment,  and a loan  from an  officer.  By June 30,  2000,
         accounts  payable  increased by $356,231 due to advertising,  sales and
         marketing  expenditures,   investor  relation  fees,  and  general  and
         administrative  cost. Accrued liabilities  increased by $216,821 due to
         accrued officer's salaries.
<PAGE>
                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                     Page 10


LIQUIDITY AND CAPITAL RESOURCES

THREE MONTHS ENDED JUNE 30, 2000

         The Company's  primary goal in raising  capital is to fund the increase
         in sales, which includes  advertising  support and consumer  awareness.
         The  first  phase  of the  marketing  plan  implementation  is still in
         progress and moving  forward.  We are  currently  advertising  on a top
         rated radio show and professional  packets have been sent to all dental
         hygienists  in the Pacific  Northwest.  This mailing has  substantially
         increased sales to dental professionals.

         As of June 30, 2000, the negative working capital totals $705,000 vs. a
         positive  working capital of $55,804 with the increase of $151,000 from
         fiscal  year-end.  Net cash comparison from each period stayed the same
         at  $14,500.  This flat  amount  was due to the  decrease  in sales and
         increase in liabilities.  Net cash used mainly in reducing  liabilities
         where necessary while  advertising in the Pacific Northwest to increase
         sales for the first phase of the marketing plan.

         Because of the Company's  emphasis on new packaging,  a decrease in old
         inventory is expected, while increasing the new package inventory.

         International  sales in the first  quarter of our fiscal year 2000 have
         been successful with 73% of all sales realized within that quarter.

QUARTERLY TRENDS

                  We do not  anticipate  significant  "seasonal"  changes in our
         operation. Our product is a toothbrush that people use on a daily basis
         for oral  hygiene  and as such,  we  predict  that  although  sales may
         increase over the year, sales will not be affected by quarterly trends.


<PAGE>

                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                     Page 11




ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits filed with this Form 10-QSB:

         Exhibit 27        Financial Data Schedule

(b) Reports on Form 8-K filed during the period covered by this Form 10-QSB:

         None
<PAGE>
                                                                 Form 10-QSB
                                                          Remedent USA, Inc.
                                                               June 30, 2000
                                                                     Page 12


                                   SIGNATURES

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



                               Remedent USA, Inc.
             -----------------------------------------------------
                                  (Registrant)



          /s/ Rebecca Inzunza
-------------------------------------------------
            Rebecca Inzunza
            CEO, President,
             and Director

Date:    September  , 2000