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 THREE MONTHS ENDED SEPTEMBER 30, 2004
                                       or
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975


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



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


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



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


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

Number of shares of issuer's common stock outstanding as of November 15, 2004:
39,829,158

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



<PAGE>



                               REMEDENT USA, INC.

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                               September 30, 2004



PART I - FINANCIAL INFORMATION                                             PAGE
                                                                           ----

Item 1.  Interim Consolidated Financial Statements (Unaudited)....           1

 Consolidated Balance Sheet as of September 30, 2004..............           1

 Consolidated Statements of Income
 For the Three and Six Month Periods Ended September 30, 2004 and 2003.      2

 Consolidated Statements of Changes in Stockholders' Deficits.....           3

 Consolidated Statements of Cash Flows
 For the Six Month Periods Ended September 30, 2004 and 2003......           4

 Consolidated Statements of Comprehensive Loss
 For the Six Month Periods Ended September 30, 2004 and 2003......           6

 Notes to Interim Consolidated Financial Statements...............           7

Item 2.  Management's Discussion and Analysis or Plan of Operation.         20

Item 3.  Controls and Procedures   ...............................          29

PART II - OTHER INFORMATION        ...............................          31

Item 1.  Legal Proceedings  ......................................          31
Item 2.  Changes in Securities and Use of Proceeds................          31
Item 3.  Defaults upon Senior Securities..........................          31
Item 4.  Submission of Matters to Vote of Security Holders........          31
Item 5.  Other Information........................................          31
Item 6.  Exhibits and Reports on Form 8-K.........................          31

  (a)  Exhibits...................................................          31
  (b)  Reports on Form 8-K........................................          32

Signatures........................................................          33




<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Interim Condensed Consolidated Financial Statements (Unaudited)

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                        $ 317,338
   Investments, restricted                                            291,635
   Accounts receivable, net                                           788,411
   Due from related party                                             273,516
   Inventories, net                                                   363,917
   Prepaid expense                                                     34,268
                                                                    ---------
       Total current assets                                         2,069,085

PROPERTY AND EQUIPMENT, NET                                            72,557
                                                                    ---------

TOTAL ASSETS                                                       $2,141,642
                                                                   ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Line of Credit                                                  $  356,579
   Accounts payable                                                   487,564
   Due to related parties                                             127,960
   Due to non-related parties                                          58,172
   Accrued liabilities                                                293,067
   Notes payable                                                      184,857
                                                                   ----------
       Total current liabilities                                    1,508,199
                                                                   ----------

MINORITY INTEREST IN REMEDENT N.V.                                    992,247

STOCKHOLDERS' DEFICIT:
   Common stock (50,000,000 shares authorized, 0.001 par value;
   39,829,158 shares issued
   and outstanding)                                                    39,829
   Additional paid-in capital                                       5,204,869
   Accumulated deficit                                             (5,573,660)
   Common stock subscribed (372,816 shares)                               373
   Accumulated other comprehensive (loss)
   Foreign currency translation adjustment                            (30,215)
                                                                   ----------
       Total stockholders' deficit                                   (358,804)
                                                                   ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $2,141,642
                                                                   ==========

          See the accompanying notes to the financial statements.Page 1

<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
      FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                         <C>                 <C>              <C>                 <C>

                                                          Three Months Ended                        Six Months Ended
                                                                 September 30,                        September 30,
                                                      ----------------------------------    ----------------------------------
                                                            2004               2003              2004               2003
                                                      ----------------   ---------------    ---------------   ----------------

NET SALES                                               $    1,336,714   $      666,176    $      3,093,354      $   1,489,452

COST OF SALES                                                  492,732          325,290           1,303,581           757,307
                                                       ---------------   --------------     ---------------     -------------

GROSS PROFIT                                                   843,982          340,886           1,789,773            732,145
                                                      ----------------   --------------     ---------------     --------------

OPERATING EXPENSES
   Research and development                                     50,699           14,152              80,201             16,756
   Sales and marketing                                          61,368           29,562             138,573             57,797
   General and administrative                                  515,839          332,201           1,035,824            669,655
   Depreciation and amortization                                 8,033            5,282              14,955             10,497
                                                      ----------------   --------------     ---------------     --------------

         TOTAL OPERATING
             EXPENSES                                          635,939          381,197           1,269,553            754,705
                                                      ----------------   --------------     ---------------     --------------

INCOME (LOSS) FROM OPERATIONS                                  208,043        (  40,311)            520,220          (  22,560)
                                                      ----------------    --------------    ---------------      -------------

OTHER INCOME (EXPENSES)
   Interest expense                                           ( 10,073)        ( 26,818)          (  32,130)         (  48,984)
   Interest/other income                                             0                0                   0              2,229
                                                      ----------------   --------------     ---------------     --------------

         TOTAL OTHER
          INCOME (EXPENSES)                                   ( 10,073)        ( 26,818)          (  32,130)         (  46,755)
                                                      -----------------  --------------     ---------------     --------------

INCOME (LOSS) BEFORE
  INCOME TAXES                                                 197,970         ( 67,129)            488,090          (  69,315)

MINORITY INTEREST IN
   REMEDENT N.V.                                              (162,191)               0            (400,929)                 0

INCOME TAX BENEFIT (EXPENSE)                                         0                0                   0                  0
                                                      ----------------   --------------     ---------------     --------------
NET INCOME (LOSS)                                     $         35,779   $     ( 67,129)    $        87,161     $    (  69,315)
                                                      ================   ==============     ===============     ==============


INCOME (LOSS) PER SHARE
       Basic                                                   $  0.00         $( 0.00)            $  0.00          $ ( 0.00)
                                                               =======         =======             =======          ========
       Diluted                                                 $  0.00         $( 0.00)            $  0.00          $ ( 0.00)
                                                               =======         =======             =======          ========
WEIGHTED AVERAGE SHARES
     OUTSTANDING
       Basic                                                39,595,642       32,569,702          39,587,400         32,569,702
                                                      ================       ==========     ===============   ================
       Diluted                                              41,370,642       32,569,702          41,362,400         32,569,702
                                                      ================       ==========     ===============   ================

</TABLE>
          See the accompanying notes to the financial statements.Page 2


<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                               <C>        <C>        <C>          <C>           <C>              <C>                  <C>

                                                                                                 Accumulated
                                                      Additional                  Common           Other
                                                       Paid-in    Accumulated      Stock        Comprehensive
                                 Shares     Amount     Capital      Deficit      Subscribed        (Loss)               Total
                                 ------     ------     -------      -------      ----------         ----                -----
BALANCE PER FORM
  10K-SB MARCH 31, 2004       39,579,158   $39,579   $4,880,932   $(5,708,761)       $373         $(70,244)           $(858,121)

Restatement                                             321,687        47,940                       31,780              401,407

RESTATED BALANCE,
 MARCH 31, 2004               39,579,158   $39,579    5,202,619    (5,660,821)        373          (38,464)            (456,714)

Common Stock
Issued for services              250,000       250        2,250                                                           2,500

Cumulative
Translation
adjustment                                                                                           8,249                8,249

Net income                                                             87,161                                            87,161
                              ----------   -------   ----------   -----------     ---------       --------           ----------
BALANCE,
SEPTEMBER 30, 2004            39,829,158   $39,829   $5,204,869   $(5,573,660)       $373          (30,215)           $(358,804)
                              ==========   =======   ==========   ===========     =========       ========           ==========
</TABLE>

         See the accompanying notes to the financial statements.Page 3

<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                                                         <C>                <C>

      CASH FLOWS FROM OPERATING ACTIVITIES:                                                 2004              2003
                                                                                          --------          ----------
      Net income (loss)                                                                   $ 87,161          $ (69,315)
      Adjustments to reconcile net cash provided
       (used) by operating activities:
        Depreciation                                                                        15,147             11,024
        Allowance for doubtful accounts                                                     (6,553)            (4,727)
        Minority Interest                                                                  400,929                  -
        Changes in operating assets and liabilities:
          Accounts receivable                                                              565,755           (302,958)
          Inventories                                                                       67,397           (135,797)
          Prepaid expenses                                                                 (12,526)          (229,542)
          Other assets                                                                           -                903
          Accounts payable                                                                (177,897)           185,255
          Accrued liabilities                                                              (55,424)            63,994
                                                                                          ---------         ----------
      Net cash provided (used) by operating activities                                     883,989           (481,163)
                                                                                          ---------         ----------

      CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of equipment                                                                (43,388)            (6,695)
      Investments                                                                           (2,984)           (19,786)
      Notes from related parties                                                          (125,629)           (16,051)
                                                                                          ---------         ----------
      Net cash provided (used) by investing activities                                    (172,001)           (42,532)
                                                                                          ---------         ----------

      CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments (to) from non related parties                                              (139,517)           478,241
      Net reduction in line of credit                                                     (435,764)            (5,815)
      Payments on notes payable                                                                  -             (7,698)
      Proceeds from sale of liabilities                                                          -             335,712
      Net liabilities sold                                                                       -            (335,713)
                                                                                          ---------         -----------
      Net cash provided (used) by financing activities                                    (575,281)            464,727
                                                                                          ---------         -----------

      NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 136,707             (58,968)
      Effect of exchange rates                                                               8,249              58,968


      CASH AND CASH EQUIVALENTS, BEGINNING                                                 172,382                  -0-
                                                                                          ---------         -----------

      CASH AND CASH EQUIVALENTS, ENDING                                                  $ 317,338           $     - 0-
                                                                                          =========         ===========
</TABLE>

                 See Supplemental disclosures on following page.

         See the accompanying notes to the financial statements.Page 4

<PAGE>



SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:

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

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

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

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

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

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

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

                                                  2004              2003
                                                  ----              ----

SUPPLEMENTAL INFORMATION:
Interest paid                                  $24,870           $22,166
Taxes                                          $     0           $     0

         See the accompanying notes to the financial statements.Page 5

<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)
<TABLE>
<CAPTION>
<S>                                                         <C>                 <C>               <C>               <C>

                                                             Three Months Ended                     Six Months Ended
                                                                 September 30,                        September 30,
                                                     -----------------------------------    ----------------------------------
                                                            2004               2003              2004               2003
                                                     -----------------   ---------------    ---------------   ----------------

NET INCOME (LOSS)                                     $      197,970     $    (67,129)      $     488,090     $     ( 69,315)

OTHER COMPREHENSIVE
  INCOME (LOSS):
     Foreign currency translation
       adjustment                                             18,007           16,052               8,249             76,994
                                                     ----------------    ---------------    ----------------  ----------------


COMPREHENSIVE INCOME (LOSS)                          $       215,977     $    (51,077)      $     496,339     $        7,679
                                                     ================    ===============    ================  ==================
</TABLE>


<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

1.        GENERAL

          The accompanying  interim financial statements include the accounts of
          Remedent USA, Inc.  (Incorporated in Nevada) and its two subsidiaries,
          Remedent  N.V.(Belgian  corporation)  located in Deurle,  Belgium, and
          Remedent    Professional,    Inc.    (Incorporated    in   California)
          (Collectively, the "Company"). Remedent USA, Inc. is a holding company
          with headquarters in Deurle, Belgium. Remedent Professional,  Inc. has
          been dormant  since  inception.  At September  30, 2004,  Remedent USA
          owned 22% of Remedent  N.V., a  manufacturer  of  professional  dental
          equipment  for use by  dentists  and  other  consumer  related  dental
          products.  Since the  controlling  shareholders  of Remedent  N.V. are
          officers of Remedent  USA or  companies  owned by officers of Remedent
          USA, the Company  believes that it has "control" of Remedent  N.V., as
          defined by ARB 51 "Consolidated Financial Statements". The Company has
          consolidated  the  financial  position  and results of  operations  of
          Remedent N.V. Remedent Professional Inc., a wholly-owned subsidiary of
          Remedent  USA,  was  formed  as the  United  States of  America  sales
          organization for equipment  manufactured by Remedent N.V. but has been
          inactive. All significant inter-company accounts and transactions have
          been eliminated in the consolidated financial statements.

2.        RESTATEMENT

          As  a  part  of  preparing  the  accompanying  consolidated  financial
          statements and the notes thereto,  the Company  detected two errors in
          certain previously issued financial  statements.  The errors relate to
          the  classification  of certain assets,  minority interest and paid in
          capital.

          In  March  2003  the  Company  did  not  properly   record  a  capital
          contribution to its subsidiary,  Remedent N.V. by two of the Company's
          officers.  The  capital  contribution  was the value of certain  fixed
          income  securities which were assigned and irrevocably  transferred to
          Remedent  N.V on  March  5,  2003  (the  "Transfer  Date")  as well as
          forgiveness  of 75,000 Euros  ($77,827) in notes payable from the same
          officers. The initial value of the securities on the Transfer Date was
          235,000 Euros  ($243,860).  These securities are collateral for a bank
          line of credit and are therefore  shown as restricted  investments  on
          the  Company's  balance  sheet (see Note 9). As of September 30, 2004,
          the value of these securities has increased to $291,635 as a result in
          changes in the  currency  valuation  as between  the US Dollar and the
          Euro.  The  increase  in  value  of  $47,775  has  increased  the  net
          cumulative  Foreign  Currency  Translation  Adjustment  shown  in  the
          shareholders  equity  section  of  the  balance  sheet.  The  $321,687
          historical value of the fixed income  securities and notes payable has
          been recorded and credited to additional paid in capital.  The Company
          intends  to file  amended  reports  on Form  10K-SB  and  Form  10Q-SB
          beginning  with the year ended March 31, 2003 as soon as possible that
          will reflect the foregoing correction.

          This foregoing capital  contribution  occurred as a result of the sale
          by Remedent N.V of 7,200  shares of Remedent  N.V stock,  representing
          78% of the outstanding shares of Remedent N.V. after conclusion of the
          sale.  In December  2002,  as a result of losses  incurred  during its
          start-up period,  Remedent N.V.'s  shareholder  equity fell below that
          which is required  under Belgium law. In accordance  with Belgium law,
          Remedent  N.V.  retained  the  services  of  an  independent   Belgium
          certified  accountant to determine  the amount of  additional  capital
          contribution  necessary to bring  Remedent  N.V's  balance  sheet into
          compliance.  As a result  of this  analysis,  it was  determined  that

                                    Page 7
<PAGE>

          additional  capital of 310,000  Euros  ($321,687 as of December  2002)
          would be required and,  further,  that Remedent N.V.'s valuation prior
          to such capital  contribution was 88,500 Euros. In as much as Remedent
          USA lacked the financial  resources to provide the additional  capital
          required,  Remedent  N.V.  elected to issue 7,171 shares of its common
          stock to  Lausha  N.V.,  a  company  controlled  by Guy De  Vreese  in
          exchange  for   conversion  of  50,000  Euros  in  notes  payable  and
          contribution   of  the  235,000  Euros  in  fixed  income   marketable
          securities   discussed   above,   both  as  an   irrevocable   capital
          contribution  to Remedent  N.V.  In addition, Remedent N.V. issued 629
          shares to Robin List in exchange  for  conversion  of 25,000  Euros in
          notes payable as an irrevocable capital  contribution to Remedent N.V.
          Mr. De Vreese and Mr. List are both officers and directors of Remedent
          N.V.  and  Remedent  USA,  Inc.  As a result of this  transaction,  as
          previously  reported in earlier  filings,  we currently own 22% of our
          subsidiary, Remedent N.V.

          In connection with the same transaction, the Company did not correctly
          record the Minority  Interest related to the previously  mentioned 78%
          ownership  of our  subsidiary,  Remedent  N.V. The  foregoing  was the
          result  of an  error  in  the  recording  of  Minority  Interest  that
          originally  occurred as of our year end report on for 10K-SB for March
          31,  2003 and has  carried  forward  since that date.  The  cumulative
          effect of these errors as of our last Form 10K-SB filed for the period
          ended March 31, 2004 had been to  overstate  the value of the Minority
          Interest  by  $112,756,  understate  Additional  Paid  in  Capital  by
          $321,687, understate Investments by $288,651, overstate the Cumulative
          Foreign  Translation  Adjustment  (Loss) by $31,780 and  overstate the
          Company's  Accumulated Deficit by $47,940. The Company intends to file
          amended reports on Form 10K-SB and Form 10Q-SB beginning with the year
          ended  March  31,  2003 as soon as  possible  that  will  reflect  the
          foregoing restatement.

          The  Company  has  retroactively   corrected  the  balances  in  these
          financial  statements  and the  related  footnotes  to  correct  these
          errors.

3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Presentation

          The interim  consolidated  financial  statements of Remedent USA, Inc.
          and Subsidiaries (the "Company") are condensed and do not include some
          of the information necessary to obtain a complete understanding of the
          financial data. Management believes that all adjustments necessary for
          a fair  presentation  of results have been  included in the  unaudited
          consolidated  financial  statements for the interim periods presented.
          Operating results for the six months ended September 30, 2004, are not
          necessarily  indicative  of the results  that may be expected  for the
          year ended March 31, 2005. Accordingly,  your attention is directed to
          footnote  disclosures  found in the March 31, 2004  Annual  Report and
          particularly  to Note 1,  which  includes  a  summary  of  significant
          accounting policies.

          Basis for Presentation

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

          Principles of Consolidation

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

                                     Page 8
<PAGE>


          Concentration of Risk

          Financial  Instruments  -  Financial  instruments,  which  potentially
          subject  the  Company  to  concentrations  of  credit  risk,   consist
          principally of trade accounts receivable.

          Concentrations  of credit risk with respect to trade  receivables  are
          normally  limited  due to  the  number  of  customers  comprising  the
          Company's   customer  base  and  their  dispersion   across  different
          geographic areas. At September 30, 2004, one commonly controlled group
          of customers (Omega Pharma,  which includes Omega Pharma NV (Belgium),
          Chefaro UK, Ltd,  Chefaro  Espanola SA, Chefaro  Nederland BV, Chefaro
          Portuguesa and Deutsche  Chefaro Pharma GmbH) accounted for 52% of the
          Company's  trade accounts  receivable.  The Company  performs  ongoing
          credit  evaluations  of its  customers  and normally  does not require
          collateral to support accounts receivable.

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

          Revenues - For the period ended  September  30, 2004,  the Company had
          one  controlled  group  of  customers  whose  sales  were 38% of total
          revenues.  This number  represents the collective  sales for the group
          Omega Pharma,  which includes  Omega Pharma NV (Belgium),  Chefaro UK,
          Ltd, Chefaro Espanola SA, Chefaro Nederland BV, Chefaro Portuguesa and
          Deutsche  Chefaro Pharma GmbH,  that are invoiced  through the Belgium
          Headquarters.

          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, 2004, management believes there was no impairment of the
          Company's long-lived assets.

          Pervasiveness of Estimates

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

          Cash and Cash Equivalents

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

                                     Page 9
<PAGE>

          Investments, Restricted

          The  Company  accounts  for   investments,   available  for  sale,  in
          accordance with SFAS No. 115,  "Accounting for Certain  Investments in
          Debt and Equity  Securities."  The Company  determines the appropriate
          classification  of  all  marketable  securities  as  held-to-maturity,
          available   for  sale  or  trading  at  the  time  of  purchase,   and
          re-evaluates  such  classification  as of each balance  sheet date. At
          September  30, 2004,  all of the Company's  investments  in marketable
          securities  were  classified  as restricted as a result of their being
          held as  collateral  for a bank  credit  line (see  Note 9),  and were
          reported at fair value.  Unrealized gains and losses are reported as a
          component  of  accumulated  other   comprehensive   income  (loss)  in
          stockholders'  equity.  The  amortized  cost  of  debt  securities  is
          adjusted for  amortization of premiums and accretion of discounts from
          the date of purchase to  maturity.  Such  amortization  is included in
          interest  income  as an  addition  to or  deduction  from  the  coupon
          interest earned on the investments. The Company follows its investment
          managers' methods of determining the cost basis in computing  realized
          gains and  losses on the sale of its  available  for sale  securities,
          which  includes  both the  specific  identification  and average  cost
          methods.  Realized  gains and  losses  are  included  in other  income
          (expense).

          Accounts Receivable and Allowance for Doubtful Accounts

          The Company sells  professional  dental  equipment and consumer dental
          products to various  companies,  primarily to distributors  located in
          Western  Europe.  The  terms  of  sales  vary  by  customer,  however,
          generally are 2% 10 days, net 30 days. Accounts receivable is reported
          at net realizable value and net of allowance for doubtful accounts. As
          of  September  30,  2004,  the  allowance  for  doubtful  accounts was
          $20,800.  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.

          Prepaid Expense

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

          Property and Equipment

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

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

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

                                    Page 10
<PAGE>

          Customers Outside of the United States

          Sales to  customers  outside  of the United  States  were 99% of total
          sales for the period ended  September  30, 2004 and 98% of total sales
          for the period ended September 30, 2003. The sales were made mostly to
          customers in countries that are members of the European Union ("EU").

                                           2004                     2003
                                           ----                     ----

          U.S. sales                    $   17,647                $   33,090
          Foreign sales                  3,075,707                 1,456,361
                                        ----------                ----------

          Total sales                   $3,093,354                $1,489,451
                                        ==========                ==========


          Research and Development Costs

          The Company expenses research and development costs as incurred.

          Advertising

          Costs  incurred  for  producing  and  communicating   advertising  are
          expensed  when  incurred  and are  included  in  selling,  general and
          administrative  expenses.  For the six months ended September 30, 2004
          and 2003,  consolidated  advertising  expense  amounted to $73,154 and
          $57,796, respectively.

          Income taxes

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

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

          Warranties

          The  Company  typically  warrants  its  products  against  defects  in
          material  and  workmanship  for a period of 18 months  from  shipment.
          Based upon historical trends and warranties  provided by our suppliers
          and  sub-contractors;  we have  recorded  as of  September  30, 2004 a
          provision for potential future warranty costs of $18,615.

          Impact of New Accounting Standards

          In December  2003,  the Financial  Accounting  Standards  Board (FASB)
          issued SFAS 132R. This Statement revises employers'  disclosures about
          pension  plans and other  postretirement  benefit  plans.  It does not
          change the  measurement or recognition of those plans required by FASB
          Statements  No.  87,   Employers'Accounting   for  Pensions,  No.  88,
          Employers'  Accounting for  Settlements  and  Curtailments  of Defined
          Benefit  Pension  Plans and for  Termination  Benefits,  and No.  106,
          Employers' Accounting for Postretirement Benefits Other Than Pensions.
          This Statement retains the disclosure  requirements  contained in FASB
          Statement No. 132,  Employers'  Disclosures  about  Pensions and Other

                                    Page 11
<PAGE>

          Postretirement  Benefits,  which it replaces.  It requires  additional
          disclosures  to those in the original  Statement 132 about the assets,
          obligations,  cash flows,  and net  periodic  benefit  cost of defined
          benefit pension plans and other defined benefit  postretirement plans.
          The Company  adopted the  provisions  of SFAS 132R on January 1, 2004.
          The adoption of this  pronouncement is not expected to have a material
          effect on the Company's financial position, results from operations or
          cash flows.

          Computation of Earnings Per Share

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

          Conversion of Foreign Currencies

          The reporting  currency for the consolidated  financial  statements of
          the  Company  is the U.S.  dollar.  The  functional  currency  for the
          Company's  European  subsidiary,   Remedent  N.V.  is  the  Euro.  The
          functional  currency  for  Remedent  Professional,  Inc.  is the  U.S.
          dollar.  The Company  translates  foreign  currency  statements to the
          reporting  currency  in  accordance  with  FASB  52.  The  assets  and
          liabilities of companies whose  functional  currency is other that the
          U.S.  dollar are  included in the  consolidation  by  translating  the
          assets and liabilities at the exchange rates  applicable at the end of
          the reporting  period.  The statements of income of such companies are
          translated at the average exchange rates during the applicable period.
          Translation gains or losses are accumulated as a separate component of
          stockholders' deficit.

          Accounting for Stock Based Compensation

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

4.        INVESTMENTS, RESTRICTED

          The following is a summary of the Company's  investments available for
          sale as of September 30, 2004:

          Private bonds                                    $      26,052
          Fixed income mutual funds                              265,583
                                                           -------------

          Total                                            $     291,635
                                                           =============

          These  investments  are pledged as collateral to the Company Bank Line
          of Credit (see Note 9).

                                    Page 12
<PAGE>

5.        ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
          A summary of accounts  receivable and allowance for doubtful  accounts
          is as follows:

          Accounts receivable                                   $  809,211
          Allowance for doubtful accounts                          (20,800)
                                                                -----------
          Net accounts receivable                               $  788,411
                                                                ===========

          Allowance for doubtful accounts:

          Balance, April 1, 2004                                $   27,353
          Decrease in estimate of provision for
           doubtful accounts                                        (6,553)
                                                                -----------
          Balance, September 30, 2004                           $   20,800
                                                                ===========

          At September 30, 2004, the Company had $20,396 in accounts  receivable
          that were 90 or more days past due.

6.        DUE FROM RELATED PARTY

          On February 12, 2002,  Remedent N.V. entered into a loan agreement for
          (euro)  125,000 with Lident N.V., a company  owned and operated by Guy
          De Vreese, the Company's  Chairman.  The agreement was entered into in
          connection  with a line of credit established by  Remedent N.V. with a
          Belgian bank (See note 9). Due to the insufficient  assets  maintained
          by Remedent N.V. as of inception date of the line of credit,  the bank
          imposed  two  requirements  for the  extension  of credit;  (1) Mr. De
          Vreese  personally  guarantee the line of credit,  and (2) Lident N.V.
          was  required to repay its existing  line of credit in full.  As such,
          (euro)  125,000 of Remedent  N.V. `s proceeds  from the line of credit
          was utilized to repay Lident's  existing line of credit. On October 8,
          2004, Remedent N.V. obtained a new bank line of credit facility with a
          different  Belgian bank which no longer  required the guarantee of Mr.
          De Vreese.  Lident commenced  repayment to the Company of this loan in
          September 2004 reducing the obligation by (euro) 10,000 resulting in a
          balance due as of September 30, 2004 of (euro) 115,000 ($142,715). All
          outstanding   obligations  under  the  original  line  of  credit  are
          anticipated to be paid in full by March 31, 2005, at which time Mr. De
          Vreese's  guarantee  will be released and the entire  balance due from
          Lident will be repaid.

          In addition, in September 2004, the Company advanced to Lident N.V., a
          company  controlled  by Mr De Vreese,  a refundable  deposit of (euro)
          100,000  ($124,100) in consideration for an option to license a patent
          and worldwide  manufacturing  and distribution  rights for a potential
          new  product  which  Lident  had  rights  to  prior to Mr.  De  Vreese
          association with the Company. This advance is subject to the Company's
          due  diligence   regarding  the   enforceability  of  the  patent  and
          marketability  of the product,  which, if viable,  will be assigned to
          the Company for no additional  consideration  and, if not viable,  the
          deposit  will be repaid in full by Lident by not later  than March 31,
          2005.

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

                                                September 30, 2004
                                                ------------------

          Raw  materials                            $    4,505
          Finished  goods                              415,257
          Less inventory reserve                       (55,845)
                                                    -----------

          Inventory, net                            $  363,917
                                                    ===========

                                    Page 13
<PAGE>

8.        PROPERTY AND EQUIPMENT

          Property and equipment are summarized as follows:
                                                September 30, 2004
                                                ------------------

          Tooling                                   $   49,782
          Furniture and fixtures                        32,322
          Manufacturing equipment                       52,334
          Less accumulated depreciation                (61,881)
                                                    -----------

          Property and equipment, net               $   72,557
                                                    ===========

9.        LINE OF CREDIT

          On  February  16,  2004,  Remedent  N.V.  renewed  its line of  credit
          facility with a new (euro)  1,050,000 (US  $1,303,050 at September 30,
          2004) Line of Credit Facility (the  "Facility")  with a Belgian Bank ,
          consisting of a (euro) 800,000 (US $992,800)  credit line based on the
          accounts  receivable  from a specific large customer of Remedent and a
          (euro)  250,000 (US  $310,250)  general  line of credit.  Advances are
          approved  by the bank based upon dated  bills of  exchange  issued and
          signed by the major  customer for shipped  goods.  These  advances are
          discounted  at a rate of 2.125%.  As of September  30, 2004,  Remedent
          N.V. had borrowed  $201,454 (Euro 162,332) as advances under this line
          of credit against such bills of exchange.  The 250,000 euro ($310,250)
          general  line  of  credit  is  secured  by  fixed  income   marketable
          securities owned by Remedent N.V. as described in Note 4 with a market
          value of  $291,635  (235,000  Euros)  at  September  30,  2004.  As of
          September 30, 2004,  $155,125 (125,000 Euros) is outstanding under the
          line of credit.  Interest on the general  line of credit was 4.61 % at
          September 30, 2004.

          On October 8, 2004,  we obtained a new line of credit with a different
          Belgian bank under terms and conditions  substantially the same as the
          foregoing with the exception that the additional security of the fixed
          income  marketable  securities  is no longer  required and that we can
          submit all of our  customers  for credit  approval.  This new facility
          will replace the prior bank  facility once all  obligations  under the
          prior facility are paid in full,  which,  should be completed by March
          31, 2005.

10.       DUE TO RELATED PARTIES
                                                        September 30, 2004
                                                        ------------------
          Borrowings from a former director in
          the form of convertible debentures                 $  69,002
          Borrowings from employees in the form
          of working capital loans                              58,958
                                                             ---------

          Due to related parties                             $ 127,960
                                                             =========

          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, 2004 and 2003, $7,260 has been accrued as a
          liability for unpaid interest for each of the two years.

                                    Page 14
<PAGE>

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

11.       ACCRUED LIABILITIES
<TABLE>
<CAPTION>
<S>                                                                                                 <C>

          Accrued liabilities are summarized as follows:
                                                                                                September 30,
                                                                                                    2004
                                                                                                -------------
          Accrued interest                                                                         $ 60,105
          Accrued audit and tax fees                                                                  5,000
          Accrued travel                                                                              3,103
          Accrued social taxes                                                                      112,276
          Accrued commissions                                                                        81,999
          Accrued R & D costs                                                                         7,603
          Accrued other                                                                              22,981
                                                                                                   ---------

          Total accrued liabilities                                                                $293,067
                                                                                                   =========

12.       NOTES PAYABLE

          Notes payable are summarized as follows:
                                                                                                   September
                                                                                                      2004
                                                                                                   ---------
          Convertible Debentures:
              Maturity Dates:  September 1, 2001 through February 8, 2002
              Interest rate:  10% per annum
              Optional conversion rate:  30% of the average trading price
                (average of bid and ask) for the 30 days immediately
                 prior to the maturity date.
              Payable upon demand.
              Debentures are unsecured
              Unpaid principal balance                                                             $ 73,576

          Union Bank debt:
              Maturity Date:  April 26, 2005
              Interest rate:  7.5% per annum
              Security:  All of the assets of the Company
              Payments are $1159 monthly.
              Unpaid principal balance                                                               11,281

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

                                    Page 15
<PAGE>

              Unpaid principal balance                                                              100,000
                                                                                                   ----------

          Total notes payable                                                                      $184,857
                                                                                                   ==========

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

13.       INCOME TAXES

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

          Net operating loss carryforwards                                                       $1,054,000
          Accrued expenses and miscellaneous                                                         20,000
                                                                                                 ----------
                                                                                                  1,074,000
          Less valuation allowance                                                               (1,074,000)
                                                                                                 ----------

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

          A reconciliation of valuation allowance is as follows:

          Balance, April 1, 2004                                                                 $1,074,000
          Addition for the period                                                                         0
                                                                                                 ----------

          Balance, September 30, 2004                                                            $1,074,000
                                                                                                 ==========
</TABLE>

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

          Tax Carryforwards in Belgium

          For the period  ended March 31,  2004,  Remedent  N.V.  has  available
          approximately  (euro) 93,668 (US $116,242 at March 31, 2004) of unused
          net operating loss carryforwards for Belgian income tax. Remedent N.V.
          is on a calendar  year for Belgian tax purposes and  anticipates  that
          all these carryforwards will be utilized by December 31, 2004.

          Tax Carryforwards in the United States

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

                                    Page 16
<PAGE>

14.       CAPITAL TRANSACTIONS

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

15.       STOCK OPTIONS

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

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

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

          A summary of the option  activity for the six months  ended  September
          30, 2004, pursuant to the terms of the plan is as follows:
<TABLE>
<CAPTION>
<S>                                                                                        <C>                        <C>

                                                                                                                   Weighted
                                                                                          Shares                    Average
                                                                                           Under                   Exercise
                                                                                          Option                     Price
                                                                                          ------                   --------
          Options outstanding at April 1, 2004                                           4,200,000                    $0.06
          Granted                                                                          250,000                    $0.10
          Exercised                                                                              0
          Cancelled and expired                                                                  0
                                                                                         ---------
          Options outstanding at September 30, 2004                                      4,450,000                    $0.06
                                                                                         =========

          4,450,000 shares are exercisable at September 30, 2004.

          Information  regarding  stock options  outstanding as of September 30,
          2004 is as follows:

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

          The weighted average fair value of options granted for the six months
          ended September 30, 2004 were estimated as of the date of grant using
          the Black-Scholes stock option pricing model.

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

          Net income:
          As reported                                                                     $87,161
          Proforma                                                                        $77,161
          Income per share attributable to common stock:
</TABLE>

                                    Page 17
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                          <C>

          Basic:
          As reported                                                                       $0.00
          Proforma                                                                          $0.00

          Diluted:
          As reported                                                                       $0.00
          Proforma                                                                          $0.00
</TABLE>

16.       COMMON STOCK PURCHASE WARRANTS

          The following is a summary of the stock purchase warrants  outstanding
          as of September 30, 2004:
<TABLE>
<CAPTION>
<S>                                                                                            <C>                    <C>

                                                                                              Warrant           Exercise Price
                                                                                            ---------           --------------
          Warrants outstanding at April 1, 2004                                             3,206,300            $0.10 - $0.50
          Granted                                                                           1,000,000                $0.15
          Exercised                                                                                 0
          Cancelled and expired                                                                     0
                                                                                            ---------

          Warrants outstanding at September 30, 2004                                        4,206,300             $0.29 Weighted
                                                                                            =========               Average

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

17.       COMMITMENTS AND CONTINGENCIES

          REAL ESTATE LEASE

          The  Company  leases its office and  warehouse  facilities  in Deurle,
          Belgium  from  an  unrelated  party  under  the  following  terms  and
          conditions:

          1.  Term - Month to month
          2.  Size of facility - 26,915 square feet
          3.  Base rent - $8,017/month

          Rent expense for the six months ended  September 30, 2004 and 2003 was
          $43,655 and $42,148, respectively.

18.       SEGMENT INFORMATION

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

19.       SUBSEQUENT EVENTS

          In March  2004,  a majority  of our  shareholders  executed a Majority
          Written Consent of the  Shareholders  regarding the acquisition of the
          shares of Remedent  N.V.  that we do not already own from our Chairman
          and Chief Executive  Officer.,  the implementation of a one for twenty
          reverse  split and other  matters,  which was not to become  effective
          until 20 days  following  the latter of (i) the filing of a Definitive
          Information  Statement  on  Schedule  14C  with  the SEC and  (ii) the
          mailing this Definitive Information Statement to our shareholders.  We
          reported  this event  under  Item 4 of our Form  10-KSB for our fiscal

                                    Page 18
<PAGE>

          year ended March 31,  2004.  No  Definitive  Information  Statement on
          Schedule  14C has been filed with the SEC and we do not intend to file
          one relating  solely to that  particular  Majority  Written Consent to
          Shareholders.  Instead,  our Board of  Directors  intends  to meet and
          consider additional  corporate action to recommend to its shareholders
          that will  include,  but not be limited to, the election of directors,
          revision of the number of shares of common stock  authorized from that
          which had been included in the prior Majority  Written  Consent of the
          Shareholders   and  the   implementation   of  a  2004  Incentive  and
          Nonstatutory Stock Option Plan.


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

     The  discussion  contained  herein is for the three  and six  months  ended
     September  30,  2004 and  2003.  The  following  discussion  regarding  the
     financial  statements of the Company should be read in conjunction with the
     financial statements of the Company included herewith.


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

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

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

                                    Page 19
<PAGE>

     would have been  required to issue  919,355  shares of common  stock of the
     Company's Remedent  Professional  Holdings Inc. subsidiary to Lausha NV and
     80,645 shares of the same  subsidiary to Robin List.  Mr. De Vreese and Mr.
     List are both  officers and  directors of Remedent  N.V. and Remedent  USA,
     Inc.  As a  result  of  this  transaction,  we  currently  own  22%  of our
     subsidiary, Remedent N.V.

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

     Our current  products  include  dental care  products for the  professional
     dentist and the consumer markets.  Our principal products are; 1) RemeCure,
     a plasma curing and whitening unit uniquely  designed for two applications:
     quickly  curing dental  composite  materials  within  seconds and in-office
     teeth whitening;  2) RemeWhite,  a dental bleaching treatment using our own
     proprietary  formulated  gel,  marketed  as a  stand  alone  product  or in
     conjunction  with out  RemeCure  light,  that enables the dentist to whiten
     patients'  teeth in only 60  minutes  without  the  need  for any  gingival
     protection of any kind and; 3) CleverWhite, a tooth-whitening kit featuring
     a unique, pre-filled oral tray and our own proprietary gel formulation that
     is being sold for home use "over the counter" through pharmacies in Europe.
     Our  customers  are  primarily  in Europe  and  Asia,  with  minimal  sales
     activities currently in the United States of America.  Initially, since our
     inception,  all manufacturing of our products was outsourced to third party
     contract manufacturers. Beginning this fiscal year, we began to perform the
     final  assembly and packaging  functions of the  manufacturing  process for
     several of our primary  products in our Belgium facility in order to reduce
     costs and improve operating efficiencies.

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

       o  Revenue Recognition for Product Sales and Related Allowances for Sales
          Returns and Rebates.  In accordance with SEC Staff Accounting Bulletin
          No. 101, "Revenue Recognition in Financial Statements," we recognize a
          product sale,  including related shipping and handling income, and the
          cost of the sale,  upon product  shipment  provided  that all material
          risks and rewards of ownership are concurrently transferred from us to
          our customer,  the price is fixed or readily determinable,  collection
          of the related receivable by us is reasonably assured, and we are able
          to reliably estimate appropriate allowances for probable sales returns
          and rebates  based on our relevant  historical  experience  and future
          expectations.  We  unconditionally  accept product  returns during the
          initial thirty days following the date of sale. We periodically  offer
          promotional  rebates of a limited  duration,  typically  one week,  on
          certain  product  sales,  for which we outsource  the  processing  and
          tracking of related customer submissions. The periodic provisions made
          by us to  establish  and  maintain  appropriate  allowances  for sales
          returns  and rebates  are  charged to our  results of  operations  via
          offsets to our gross product  sales.  Actual sales returns and rebates
          realized by us are charged  against  the related  allowances  with any
          favorable  or  unfavorable  experience,  as compared to our  preceding
          estimates, having a corresponding impact on our results of operations.

                                     Page 20
<PAGE>

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

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

       o  Warranties.  We  typically  warrant our  products  against  defects in
          material  and  workmanship  for a period of 18 months  from  shipment.
          Based upon historical trends and warranties  provided by our suppliers
          and  sub-contractors,  we have  recorded  as of  September  30, 2004 a
          provision for potential future warranty costs of $18,615.

       o  Investments, Available for Sale. We account for investments, available
          for sale, in  accordance  with SFAS No. 115,  "Accounting  for Certain
          Investments  in  Debt  and  Equity   Securities."   We  determine  the
          appropriate   classification   of   all   marketable   securities   as
          held-to-maturity,  available  for  sale  or  trading  at the  time  of
          purchase, and re-evaluate such classification as of each balance sheet
          date.  At  September  30, 2004 all of our  investments  in  marketable
          securities  were  classified as  available-for-sale,  and as a result,
          were reported at fair value.  Unrealized gains and losses are reported
          as a component of  accumulated  other  comprehensive  income (loss) in
          stockholders'  equity.  The  amortized  cost  of  debt  securities  is
          adjusted for  amortization of premiums and accretion of discounts from
          the date of purchase to  maturity.  Such  amortization  is included in
          interest  income  as an  addition  to or  deduction  from  the  coupon
          interest earned on the investments. We follow our investment managers'
          methods of determining the cost basis in computing  realized gains and
          losses  on the  sale  of its  available  for  sale  securities,  which
          includes  both the specific  identification  and average cost methods.
          Realized gains and losses are included in other income (expense).

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

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

                                     Page 21
<PAGE>

Results of Operations
Results of  Operations  for the three and nine months ended  September  30, 2004
compared with the three and nine months ended September 30, 2003.

The following table presents our consolidated  statements of income (loss), as a
percentage of sales, for the periods indicated.
<TABLE>
<CAPTION>
<S>                                                       <C>               <C>             <C>              <C>

                                                            Three Months Ended                Six Months Ended
                                                               September 30                     September 30
                                                      -----------------------------    -----------------------------
                                                           2004            2003             2004            2003
                                                      ------------    -------------    -------------   -------------
   NET SALES                                               100.0%           100.0%           100.0%          100.0%
   COST OF SALES                                            36.9%            48.8%            42.1%           50.8%
                                                            -----            -----            -----           -----
   GROSS PROFIT                                             63.1%            51.2%            57.9%           49.2%
                                                            -----            -----            -----           -----
   OPERATING EXPENSES
      Research and development                               3.8%             2.1%             2.6%            1.1%
      Sales and marketing                                    4.6%             4.4%             4.5%            3.9%
      General and administrative                            38.6%            49.9%            33.5%           45.0%
      Depreciation and amortization                          0.6%             0.8%             0.5%            0.7%
                                                             ----             ----             ----            ----
      TOTAL OPERATING EXPENSES                              47.6%            57.2%            41.0%           50.7%
                                                            -----            -----            -----           -----
   INCOME (LOSS) FROM OPERATIONS                            15.6%            -6.1%            16.8%           -1.5%
                                                            -----            -----            -----           -----
      Other income (expense)                                -0.8%            -4.0%            -1.0%           -3.1%
                                                            -----            -----            -----           -----
   INCOME (LOSS) BEFORE INCOME
     TAXES AND MINORITY INTEREST                            14.8%           -10.1%            15.8%           -4.7%
      Minority interest                                    -12.1%             0.0%           -13.0%            0.0%
      Income tax benefit (expense)                           0.0%             0.0%             0.0%            0.0%
                                                             ----             ----             ----            ----
   NET INCOME (LOSS)                                         2.7%           -10.1%             2.8%           -4.7%
                                                             ====           ======             ====           =====
</TABLE>


Net Sales:
----------
Net sales  increased  for the three and six months ended  September  30, 2004 by
$670,538,  or  101%  and  $1,603,902,  or  108% to  $1,336,714  and  $3,093,354,
respectively,  as  compared  to $666,176  and  $1,489,452  for the three and six
months ended  September  30, 2003.  The increase in net sales for both the three
and six months is  substantially  the result of  continuing  sales  efforts  and
growing market  acceptance  in: (a) the dental market for our high-speed  curing
light, as well as after-market products, including accessories, repair services,
and  proprietary  whitening  products  used with the  curing  lights and (b) the
consumer  market for our tooth  whitening  products,  in both cases resulting in
comparable percentage increases in our units shipped.

                                     Page 22
<PAGE>

Cost of Sales
-------------
Cost of sales increased for the three and six months ended September 30, 2004 by
$167,442, or 52% and $546,274, or 72% to $492,732 and $1,303,581,  respectively,
as  compared  to  $325,290  and  $757,307  for the  three and six  months  ended
September  30,  2003.  The  increase  in cost of  sales is  attributable  to the
corresponding  increase in sales during the three and six month periods. Cost of
sales as a  percentage  of net sales  decreased  12%,  from 49% during the three
months ended  September  30, 2003 to 37% during the current  three month period.
For the six months ended  September 30, 2004 as compared to the six months ended
September  30, 2003,  cost of sales as a percentage  of net sales  decreased 9%,
from 51% to 42%.

Gross Profit:
-------------
Gross profit  increased by $503,096 to $843,982 for the three month period ended
September  30, 2004 as compared to  $340,886  for the three month  period  ended
September 30, 2003.  Gross profit as a percentage of net sales  increased 12% to
63% for the three month period ended  September  30, 2004 from 51% for the three
month period ended  September 30, 2003.  For the six months ended  September 30,
2004,  gross profit  increased  $1,057,628 to $1,789,773 as compared to $732,145
for the six months ended  September 30, 2003,  representing an increase in gross
profit as a percentage of net sales to 58% from 49%  respectively.  The increase
in gross profit is the result of our focus on sales of the RemeCure curing light
which is now assembled and packaged in-house at a lower cost than the previously
outsourced  product,  coupled  with a  substantial  increase in the sales of our
higher-margin  teeth whitening  products which we began assembling and packaging
in house in September 2004 .

Operating Expenses:
-------------------
Research and development  expenses increased $36,547 or 258%, to $50,699 for the
three  months  ended  September  30,  2004 as  compared to $14,152 for the three
months ended  September 30, 2003, due primarily to the research and  development
costs incurred for new products for the  over-the-counter  whitening market. For
the six  months  ended  September  30,  2004,  research  and  development  costs
increased  $63,445 or 379% to $80,201 as  compared to $16,756 for the six months
ended  September 30, 2003.  We expect to continue to increase our  investment in
research and development in future periods as we develop other products for both
the dental equipment and over-the-counter  market. On March 24, 2004, we entered
into a Development Agreement with an unaffiliated  individual for product design
services. In consideration of his services,  the individual had received $85,000
in the prior year and $28,500 in the most recent quarter and is also entitled to
a warrant to purchase 1,000,000 shares of our common stock for an exercise price
of $0.15 per share, and royalties in the event this person's  services result in
our marketing the new product.

Sales and marketing costs for the three months ended September 30, 2004 and 2003
were $61,368 and $29,562, respectively,  representing an increase of $31,806, or
108%. For the six months ended  September 30 2004 and 2003,  sales and marketing
costs were  $138,573  and  $57,797,  respectively,  representing  an increase of
$80,776 or 140%. As a percentage of net sales,  sales and marketing costs ranged
between  3.9% to 4.6% for the both  three  month  and six month  periods  ending
September  30, 2004 and 2003 as we  continue  to expand our sales and  marketing
efforts closely in conjunction with our growth in sales.

General and  administrative  costs for the three months ended September 30, 2004
and 2003 were $515,839 and $332,201,  respectively,  representing an increase of
$183,638 or 55%.  For the six months ended  September 30 2004 and 2003,  general
and   administrative   costs  were   $1,035,824   and  $669,655,   respectively,
representing  an  increase of  $366,169  or 55%.  As a  percentage  of net sales
compared to the prior year, general and administrative  costs decreased from 50%
to 39% for the three months ended September 30, 2004 and from 45% to 34% for the
six months ended  September 30, 2004.  The increase in actual costs for both the
three and six month  periods  as  compared  to the prior  year is the  result of
increases  in  personnel  in  manufacturing,   sales  and  research  development
personnel and the related costs associated  therewith  however,  the decrease in
general and  administrative  costs as a  percentage  of net sales  reflects  our
focused efforts to internally  reorganize in order to use cash more  effectively
and continuous optimization of our organization.

                                     Page 23
<PAGE>

Net interest  expense  decreased by $16,745,  to $10,073 from $26,818 during the
three months ended  September  30, 2004 over the  comparable  three months ended
September  30, 2003 and decreased by $16,854 to $32,130 from $48,984 for the six
months ended  September  30, 2004 as compared to the six months ended  September
30, 2003.  The decrease in interest  expense is the result of our improved  cash
position resulting in decreased utilization of our available bank credit lines.

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

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

On February 16, 2004,  Remedent  N.V.  renewed its  previously  existing Line of
Credit Facility with a Belgian Bank (the  "Facility")  for (euro)  1,050,000 (US
$1,303,050 at September 30, 2004),  consisting of a (euro) 800,000 (US $992,800)
credit line based on our accounts  receivable from a specific large customer and
a (euro) 250,000 (US $310,250) general line of credit.  Advances are approved by
the bank  based  upon  dated  bills of  exchange  issued and signed by the major
customer for shipped  goods.  These advances are discounted at a rate of 2.125%.
As of September 30, 2004, $201,454 (Euro 162,332) was received as advances under
this line of credit  against such bills of exchange.  The general line of credit
is secured by the personal guarantee of Guy De Vreese, our Chairman,  as well as
fixed income marketable  securities owned by Remedent N.V with a market value of
$291,635  (235,000  Euros) at  September  30, 2004.  As of  September  30, 2004,
$155,125 (Euro 125,000) is outstanding under the line of credit. Interest on the
general line of credit was 4.61 % at September  30, 2004. On October 8, 2004, we
obtained a new line of credit facility with a different Belgian bank under terms
and conditions  substantially  the same as the foregoing with the exception that
the additional  security of the fixed income marketable  securities is no longer
required  and we can  submit  all of our  customers  for  credit  approval.  All
outstanding  obligations,  including  outstanding  bills of exchange,  under the
original line of credit are  anticipated to be paid in full by March 31, 2005 at
which time Guy De Vreese's guarantee will be released.

Our balance sheet at September 30, 2004  reflects cash and cash  equivalents  of
$317,338 as compared to $-0- as of September  30, 2003, an increase of $317,338.
Net cash  provided from  operations  increased by $1,365,152 to $883,989 for the
six months ended  September  30, 2004 as compared to net cash used in operations
of $481,163 for the six months  ended  September  30, 2003.  The increase in net
cash provided  from  operations  for the six months ended  September 30, 2004 as
compared to the six months ended September 30, 2003 is attributable primarily to
the increase in net income to $87,161 as compared to a net loss of $69,315,  the
increase in minority  interest as a result of the  operating  income of Remedent
N.V.  of $400,929 as well as the  decrease  in accounts  receivable  of $565,755
during the  current  six month  period as  compared  to an  increase in accounts
receivable  of $302,958  for the prior  period,  due  primarily  to the improved
payment  performance  by  one  of  our  larger  customers,  and  a  decrease  in
inventories  during the current  period of $67,397 as compared to an increase in
inventories  of $135,797  during the prior six month period due to  efficiencies
achieved by bringing the assembly and packaging  functions of  manufacturing  in
house for our major products. Partially offsetting the foregoing increase in net
cash provided from  operations for the six months ended September 30, 2004 was a
decrease in accounts  payable  and  accrued  liabilities  during the current six
month period of $177,897 and $55,424,  respectively,  as compared to an increase
in accounts payable and accrued liabilities during the prior six month period of
$185,255  and  $63,994,  respectively,  due to our  efforts  to reduce  past due
obligations.

                                     Page 24
<PAGE>

Net cash used in investing activities increased $129,469 to $172,001 for the six
months  ended  September  30,  2004 as  compared  to net cash used in  investing
activities of $42,532 for the six months ended  September 30, 2003. The increase
in net cash used in  investing  activities  is  attributable  to the purchase of
$43,388 in  manufacturing  equipment  during the six months ended  September 30,
2004 and an increase in notes  receivable  from a related party of $125,629 as a
result of $124,100 in reimbursements to Lident N.V, a company  controlled by Guy
De Vreese,  for a potential new product  development  opportunity  which will be
repaid by Lident in the event such opportunity does not prove viable.

Net cash  provided by financing  activities  increased by $1,040,008 to $575,281
for the six months  ended  September  30,  2004 as  compared to net cash used in
investing  activities  of $464,727 for the six months ended  September 30, 2003.
The increase in net cash used in financing  activities  is  attributable  to our
improved  cash  flow  which  allowed  us to  reduce  our bank  line of credit by
$435,764 for six months ended September 30, 2004.

On March 23, 2004, we borrowed  $100,000 from the  Christopher T. Marlett Living
Trust  pursuant  to the  terms of a  Convertible  Promissory  Note and  Security
Agreement with the Christopher T. Marlett Living Trust.  Interest accrues on the
loan  balance  at the  rate of 10% per  annum,  compounding  annually.  The Note
matured on  September  30, 2004 and is secured by a Financing  Statement on Form
UCC-1 on all of our  assets.  On the  maturity  date,  the note  holder,  in its
discretion,  may  elect to have  the debt  converted  into  two  percent  of our
outstanding shares immediately following our planned restructuring. This planned
restructuring  is  detailed  in  Item 4:  "Submission  Of  Matters  To A Vote Of
Security  Holders" in our Form 10K-SB for the period ended March 31, 2004,  and,
if implemented, would consist of an acquisition of the remaining 78% of Remedent
N.V. not owned by us, a 1:20 reverse  stock  split, the working-out  of past due
obligations for stock and/or cash and the implementation of a stock option plan.
We have used the  proceeds  of this  loan for the  development  expenses  of the
tray-based  teeth  whitening  system and legal  expenses.  We are  presently  in
discussions  to extend the due date for  repayment of this note and believe such
discussions will be successful.

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

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

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

                                     Page 25
<PAGE>

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

Risks Relating to Our Business

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

At  September  30,  2004,  Remedent  USA owned  22% of  Remedent N.V.  Since the
controlling  shareholders  of  Remedent  N.V. are officers  of  Remedent  USA or
companies  owned by officers of Remedent  USA, we believe we have  "control"  of
Remedent N.V., as defined by ARB 51 "Consolidated Financial Statements",  and we
have  consolidated the financial  position and results of operations of Remedent
N.V. All of our current operations, including the generation of all revenues and
cash flows from  operations,  are conducted by Remedent N.V.  Should a change of
control  occur which  causes a change in the  officers of Remedent USA to become
individuals other than the controlling shareholders of Remedent N.V., ARB 51 may
no  longer  apply  and our 22%  ownership  of  Remedent  N.V.  would  become  an
investment in an uncontrolled, and therefore unconsolidated subsidiary.

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

Our quarterly  sales and  operating  results have  fluctuated  and are likely to
continue to vary from  quarter to quarter  due to a number of  factors,  many of
which  are  not  within  our  control.   Factors  that  might  cause   quarterly
fluctuations in our sales and operating results include,  but are not limited by
the following:
     o  variation  in  demand  for  our  products,  including  variation  due to
        seasonality;
     o  our ability to  research,  develop,  introduce,  market and gain  market
        acceptance of new products and product enhancements in a timely manner;
     o  our ability to control costs;
     o  the  size,   timing,   rescheduling   or  cancellation  of  orders  from
        distributors; o the introduction of new products by competitors;
     o  long sales cycles and fluctuations in sales cycles;
     o  the availability  and  reliability of components used to manufacture our
        products;
     o  changes  in  our  pricing   policies  or  those  of  our  suppliers  and
        competitors, as well as increased price competition in general;
     o  the risks and uncertainties associated with our international business;
     o  costs associated  with  any  future  acquisitions  of  technologies  and
        businesses;
     o  developments concerning the protection of our proprietary rights; and
     o  general global economic, political, international conflicts, and acts of
        terrorism.

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

Before most  medical  devices can be  marketed  in the United  States,  they are
required by the FDA to secure  either  clearance  of a  pre-market  notification
pursuant to Section 510(k) of the FDC Act (a "510(k)  Clearance") or approval of
a PMA.  Obtaining  approval of a PMA  application  can take  several  years.  In
contrast,  the  process  of  obtaining  510(k)  Clearance  generally  requires a
submission of  substantially  less data and generally  involves a shorter review
period.  Most  Class I and Class II  devices  enter the  market  via the  510(k)


                                     Page 26
<PAGE>

Clearance procedure, while new Class III devices ordinarily enter the market via
the more rigorous PMA procedure. Approval of a PMA application for a new medical
device  usually  requires,  among other things,  extensive  clinical data on the
safety and  effectiveness  of the device.  PMA applications may take years to be
approved  after they are filed.  In addition to requiring  clearance or approval
for new medical  devices,  FDA rules also require a new 510(k) filing and review
period,  prior to marketing a changed or modified version of an existing legally
marketed device, if such changes or modifications could significantly affect the
safety or  effectiveness  of that device.  FDA  prohibits the  advertisement  or
promotion of any  approved or cleared  device for uses other than those that are
stated in the device's approved or cleared application.

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

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

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

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

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

Our international  sales are principally  comprised of sales through independent
distributors,  although we sell products in certain European  countries  through
direct sales  representatives.  A significant amount of our sales may consist of
sales through distributors. The loss of a substantial number of our distributors
or a substantial  reduction in,  cancellation of or change in the size or timing
of orders  from our  current  distributors  could harm our  business,  financial
condition and results of operations.  The loss of a key distributor could affect
our operating results due to the potential length of time that might be required
to  locate  and  qualify  a  new   distributor   or  to  retain   direct   sales
representatives for the territory.  In particular,  we have one controlled group
of customers whose sales were 38% of total revenues.  This number represents the
collective  sales for the group Omega  Pharma,  which  includes  Omega Pharma NV
(Belgium),  Chefaro UK, Ltd, Chefaro Espanola SA, Chefaro  Nederland BV, Chefaro
Portuguesa  and  Deutsche  Chefaro  Pharma GmbH,  that are invoiced  through the
Belgium Headquarters.There is no assurance that our distributors will perform as
expected and we may experience  lengthy delays and incur substantial costs if we
are required to replace distributors in the future.

                                     Page 27
<PAGE>

We may have difficulty managing our growth.

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

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

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

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

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

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

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

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

We expect to require  significant  capital to introduce  new  products,  further
develop our existing products,  increase awareness of our brand names and expand
our operating and management infrastructure as we grow sales in Europe, Asia and


                                       Page 28
<PAGE>

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

Risks Relating to Our Common Stock

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

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

Concentration of stock ownership.

As of September 30, 2004,  the present  directors and  executive  officers,  and
their  respective  affiliates  beneficially  owned  approximately  31.6%  of our
outstanding common stock,  including underlying options that were exercisable or
which would become exercisable within 60 days of September 30, 2004. As a result
of their  ownership,  our directors and executive  officers and their respective
affiliates   collectively  are  able  to  significantly  influence  all  matters
requiring shareholder approval, including the election of directors and approval
of significant corporate transactions.  This concentration of ownership may also
have the effect of delaying or preventing a change in control of Remedent.

Authorization of additional shares of common stock.

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

In March  2004,  a majority  of our  shareholders  executed  a Majority  Written
Consent of the Shareholders  regarding the acquisition of the shares of Remedent
N.V. that we do not already own from our Chairman and Chief Executive  Officer.,
the  implementation  of a one for twenty reverse split and other matters,  which
was not to become effective until 20 days following the latter of (i) the filing
of a Definitive  Information Statement on Schedule 14C with the SEC and (ii) the
mailing this Definitive  Information Statement to our shareholders.  We reported
this event  under Item 4 of our Form  10-KSB for our fiscal year ended March 31,
2004.  No Definitive  Information  Statement on Schedule 14C has been filed with
the SEC and we do not  intend to file one  relating  solely  to that  particular
Majority  Written  Consent  to  Shareholders.  Instead,  our Board of  Directors
intends to meet and  consider  additional  corporate  action to recommend to its
shareholders  that  will  include,  but  not be  limited  to,  the  election  of
directors, revision of the number of shares of common stock authorized from that
which  had  been  included  in  the  prior  Majority   Written  Consent  of  the
Shareholders and the  implementation of a 2004 Incentive and Nonstatutory  Stock
Option  Plan.  The  foregoing,  if  completed,   will  result  in  an  increased
concentration  of stock  ownership  by our  officers  and  directors  as well as
significant substantial dilution of our current investors.

                                     Page 29
<PAGE>

Regulation of penny stocks.

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

Item 3. Controls And Procedures.

During  the  course  of  preparing  the  accompanying   consolidated   financial
statements  and the notes  thereto,  the Company  detected two errors in certain
previously  issued  financial  statements.  In March  2003 the  Company  did not
properly record a capital  contribution to its subsidiary,  Remedent N.V. by two
of the Company's  officers.  The capital  contribution  was the value of certain
fixed income  securities  which were  assigned and  irrevocably  transferred  to
Remedent  N.V on March 5, 2003 (the  "Transfer  Date")  by Mr.  De  Vreese,  our
chairman, as well as forgiveness of 75,000 Euros ($77,827) in notes payable from
the same officers.  The initial value of the securities on the Transfer Date was
235,000 Euros  ($243,860).  These  securities  are collateral for a bank line of
credit  and are  therefore  shown as  restricted  investments  on the  Company's
balance  sheet  (see  Note 9).  As of  September  30,  2004,  the value of these
securities  has  increased  to $291,635  as a result in changes in the  currency
valuation  as  between  the US Dollar  and the Euro.  The  increase  in value of
$47,775 has increased the Foreign Currency  Translation  Adjustment shown in the
shareholders  equity section of the balance sheet. The $321,687 historical value
of the fixed income  securities  and the notes  payable  have been  recorded and
credited to  additional  paid in capital.  The Company  intends to file  amended
reports on Form 10K-SB and Form 10Q-SB  beginning  with the year ended March 31,
2003 as soon as possible that will reflect the foregoing correction.

This foregoing capital contribution occurred as a result of the sale by Remedent
N.V of 7,200 shares of Remedent N.V stock,  representing  78% of the outstanding
shares of Remedent N.V.  after  conclusion  of the sale. In December  2002, as a
result  of  losses  incurred  during  its  start-up   period,   Remedent  N.V.'s
shareholder  equity  fell below that which is  required  under  Belgium  law. In
accordance  with  Belgium  law,  Remedent  N.V.  retained  the  services  of  an
independent  Belgium certified  accountant to determine the amount of additional
capital  contribution  necessary  to bring  Remedent  N.V's  balance  sheet into
compliance.  As a result of this  analysis,  it was determined  that  additional
capital of 310,000 Euros  ($321,687 as of December  2002) would be required and,
further,  that Remedent N.V.'s valuation prior to such capital  contribution was
88,500  Euros.  In as much as Remedent  USA lacked the  financial  resources  to
provide the additional  capital  required,  Remedent N.V. elected to issue 7,171
shares of its common stock to Lausha N.V., a company controlled by Guy De Vreese
in exchange for conversion of 50,000 Euros in notes payable and  contribution of
the 235,000 Euros in fixed income marketable securities discussed above, both as
an irrevocable capital contribution to Remedent N.V.  In addition, Remedent N.V.
issued 629 shares to Robin List in exchange  for  conversion  of 25,000 Euros in
notes payable as an  irrevocable  capital  contribution  to Remedent N.V. Mr. De
Vreese and Mr.  List are both  officers  and  directors  of  Remedent  N.V.  and
Remedent USA, Inc. As a result of this  transaction,  as previously  reported in
earlier filings, we currently own 22% of our subsidiary, Remedent N.V.

In connection with the same  transaction,  the Company did not correctly  record
the Minority  Interest related to the previously  mentioned 78% ownership of our
subsidiary,  Remedent  N.V.  The  foregoing  was the  result  of an error in the


                                     Page 30
<PAGE>

recording  of  Minority  Interest  that  originally  occurred as of our year end
report on for 10K-SB for March 31, 2003 and has carried forward since that date.
The  cumulative  effect of these errors as of the last Form 10K-SB filed for the
period  ended March 31,  2004 has been to  overstate  the value of the  Minority
Interest  by  $112,756,  understate  Additional  Paid in  Capital  by  $321,687,
understate Investments by $288,651, overstate the Cumulative Foreign Translation
Adjustment (Loss) by $31,780) and overstate the Company's Accumulated Deficit by
$47,940.  The Company  intends to file  amended  reports on Form 10K-SB and Form
10Q-SB  beginning  with the year ended March 31,  2003 as soon as possible  that
will reflect the foregoing restatement.

These  determinations  and  the  associated  restatement  of  previously  issued
financial statements,  suggest that, at the time of the subject transactions and
the preparation of the Company's financial  statements for the relevant periods,
the  Company's  disclosure  controls and  procedures  (as defined in Rule 13a-15
under the  Securities  Exchange Act of 1934) were  inadequate  as of the periods
covered for purposes of ensuring that all  information  required to be disclosed
by the Company was  adequately  accumulated  and  communicated  to the Company's
management at such time. However,  since that time, the Company has made various
improvements  to  enhance  the  reliability  of  its  disclosure   controls  and
procedures,  including  retaining new SEC counsel and an independent third party
financial  consultant to assist the Company in enhancing its disclosure controls
and procedures and, as a result, the Company's  principal  executive officer and
principal financial officer now believe that these improvements will ensure that
our disclosure controls and procedures will be effective pursuant to Rule 13a-15
under the Securities and Exchange Act of 1934.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes In Securities And Use Of Proceeds.

None.

Item 3. Defaults In Senior Securities.

None.

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

None.

Item 5. Other Information.

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

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:

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

                                     Page 31
<PAGE>

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.

                                    Page 32
<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 24, 2004

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


   Dated: November 24, 2004

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

                                    Page 33