UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
  x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
Quarterly Period Ended December 31, 2010
   ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For the
transition period from _____ to _____.
  Commission File No.
001-15975
 
 REMEDENT,
INC.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Nevada
                      
                      86-0837251(State
      or Other Jurisdiction
                        Of
      Incorporation or Organization)
                      
                      (I.R.S.
      Employer Identification
                        Number)Zuiderlaan
      1-3 bus 8, 9000 Ghent, Belgium
                      
                      N/A(Address
      of Principal Executive Offices)
                      
                      (Zip
      Code)
 
 Registrant’s
telephone number, including area code 011 32 9
241 58 80
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports); and (2) has been subject to such filing requirements for
the past 90 days.
 Yes x
                                No
 ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes  ̈
                                No
 ̈
  Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company.  See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  (Check
one):
 
 Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              Smaller
      reporting company
              x(Do
      not check if a smaller reporting
company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  ̈
                                No
x
 
 As of
February 7, 2011, there were 19,995,969 outstanding shares of the registrant’s
common stock, includes  723,000 shares of treasury stock.
 
  
 
 REMEDENT,
INC.
 
 FORM
10-Q INDEX
 
 Page NumberPART I – FINANCIAL INFORMATIONItem
      1.  Financial StatementsCondensed
      Consolidated Balance Sheets as of December 31, 2010 (Unaudited) and March
      31, 2010
                  
                  1Condensed
      Consolidated Statements of Operations for the Three and Nine
      Months  Ended December 31, 2010 and December 31, 2009
      (Unaudited)
                  
                  2Condensed
      Consolidated Statements of Comprehensive Income (Loss) for the Three and
      Nine Months  Ended December 31, 2010 and December 31, 2009
      (Unaudited)
                  
                  3Condensed
      Consolidated Statements of Cash Flows for the Three and Nine Months Ended
      December 31, 2010 and December 31, 2009 (Unaudited)
                  
                  4Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                  
                  5Item 2.  Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operations
                  
                  19Item 3.    Quantitative and
      Qualitative Disclosures About Market Risk
                  
                  23Item 4T.  Controls and
      Procedures
                  
                  23PART II – OTHER INFORMATIONItem 1.     Legal
      Proceedings
                  
                  24Item 1A.  Risk Factors
                  
                  24Item
      2.     Unregistered Sales of Equity Securities
      and Use of Proceeds
                  
                  24Item 3.     Defaults
      Upon Senior Securities
                  
                  24Item
      4.     [Removed and Reserved].
                  
                  24Item 5.     Other
      Information
                  
                  24Item
      6.     Exhibits
                  
                  25Signature Page
                  
                  26
 
 
 
 PART I – FINANCIAL
INFORMATION
 Item
1.
 
 REMEDENT,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 December
      31, 2010
                                        
                                        
                                        March 31, 2010(unaudited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                        
                                        $
                                        1,737,310
                                        
                                        
                                        $
                                        613,466Accounts
      receivable, net of allowance for doubtful accounts of $33,150 at
      December 31, 2010 and $65,845 at March 31, 2010
                                        
                                        
                                        2,092,097
                                        
                                        
                                        
                                        806,931Inventories,
      net
                                        
                                        
                                        2,041,096
                                        
                                        
                                        
                                        2,161,692Prepaid
      expenses
                                        
                                        
                                        1,071,423
                                        
                                        
                                        
                                        920,487Total
      current assets
                                        
                                        
                                        6,941,926
                                        
                                        
                                        
                                        4,502,576PROPERTY
      AND EQUIPMENT, NET
                                        
                                        
                                        1,385,763
                                        
                                        
                                        
                                        1,735,719OTHER
      ASSETSLong
      term investments and advances
                                        
                                        
                                        750,000
                                        
                                        
                                        
                                        750,000Patents,
      net
                                        
                                        
                                        214,500
                                        
                                        
                                        
                                        246,992Goodwill
                                        
                                        
                                        699,635
                                        
                                        
                                        
                                        699,635Total
      assets
                                        
                                        $
                                        9,991,824
                                        
                                        
                                        $
                                        7,934,922LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Current
      portion, long term debt
                                        
                                        $
                                        54,619
                                        
                                        
                                        $
                                        215,489Line
      of Credit
                                        
                                        
                                        2,136,960
                                        
                                        
                                        
                                        674,600Accounts
      payable
                                        
                                        
                                        1,767,618
                                        
                                        
                                        
                                        1,932,684Accrued
      liabilities
                                        
                                        
                                        739,628
                                        
                                        
                                        
                                        491,536Due
      to related parties
                                        
                                        
                                        95,354
                                        
                                        
                                        
                                        268,484Total
      current liabilities
                                        
                                        
                                        4,794,179
                                        
                                        
                                        
                                        3,582,793Long
      term debt less current portion
                                        
                                        
                                        458,236
                                        
                                        
                                        
                                        425,882Total
      liabilities
                                        
                                        
                                        5,252,415
                                        
                                        
                                        
                                        4,008,675EQUITY:REMEDENT,
      INC. STOCKHOLDERS’ EQUITYPreferred
      Stock $0.001 par value (10,000,000 shares authorized, none issued and
      outstanding)
                                        
                                        
                                        —
                                        
                                        
                                        
                                        —Common
      stock, $0.001 par value; (50,000,000 shares authorized, 19,995,969 shares
      issued and outstanding at December 31, 2010 and March 31,
      2010)
                                        
                                        
                                        19,996
                                        
                                        
                                        
                                        19,996Treasury
      stock, at cost; 723,000 shares at December 31, 2010 and March 31,
      2010
                                        
                                        
                                        (831,450
                                        )
                                        
                                        
                                        (831,450
                                        )Additional
      paid-in capital
                                        
                                        
                                        24,842,858
                                        
                                        
                                        
                                        24,742,201Accumulated
      deficit
                                        
                                        
                                        (19,035,786
                                        )
                                        
                                        
                                        (19,565,943
                                        )Accumulated
      other comprehensive (loss) (foreign currency translation
      adjustment)
                                        
                                        
                                        (731,298
                                        )
                                        
                                        
                                        (650,059
                                        )Obligation
      to issue shares
                                        
                                        
                                        97,500
                                        
                                        
                                        
                                        97,500Total
      Remedent, Inc. stockholders’ equity
                                        
                                        
                                        4,361,820
                                        
                                        
                                        
                                        3,812,245Non-controlling
      interest
                                        
                                        
                                        377,589
                                        
                                        
                                        
                                        114,002Total
      stockholders’ equity
                                        
                                        
                                        4,739,409
                                        
                                        
                                        
                                        3,926,247Total
      liabilities and equity
                                        
                                        $
                                        9,991,824
                                        
                                        
                                        $
                                        7,934,922
 COMMITMENTS
(Note 19)
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  1
 
 REMEDENT,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (unaudited)
 
 For the three months ended
                                        December
      31,
                                      
                                      
                                      For the nine months ended
                                        December
      31,2010
                                      
                                      
                                      2009
                                      
                                      
                                      2010
                                      
                                      
                                      2009Net
      sales
                                      
                                      $
                                      3,248,396
                                      
                                      
                                      $
                                      1,834,021
                                      
                                      
                                      $
                                      9,786,708
                                      
                                      
                                      $
                                      5,775,125Cost
      of sales
                                      
                                      
                                      911,197
                                      
                                      
                                      
                                      972,247
                                      
                                      
                                      
                                      2,619,476
                                      
                                      
                                      
                                      3,370,491Gross
      profit
                                      
                                      
                                      2,337,199
                                      
                                      
                                      
                                      861,774
                                      
                                      
                                      
                                      7,167,232
                                      
                                      
                                      
                                      2,404,634Operating
      ExpensesResearch
      and development
                                      
                                      
                                      141,687
                                      
                                      
                                      
                                      150,225
                                      
                                      
                                      
                                      319,226
                                      
                                      
                                      
                                      231,345Sales
      and marketing
                                      
                                      
                                      629,654
                                      
                                      
                                      
                                      403,171
                                      
                                      
                                      
                                      1,536,644
                                      
                                      
                                      
                                      891,182General
      and administrative
                                      
                                      
                                      1,176,078
                                      
                                      
                                      
                                      1,065,114
                                      
                                      
                                      
                                      3,584,387
                                      
                                      
                                      
                                      3,210,512Depreciation
      and amortization
                                      
                                      
                                      178,288
                                      
                                      
                                      
                                      206,923
                                      
                                      
                                      
                                      562,515
                                      
                                      
                                      
                                      558,281TOTAL
      OPERATING EXPENSES
                                      
                                      
                                      2,125,707
                                      
                                      
                                      
                                      1,825,433
                                      
                                      
                                      
                                      6,002,772
                                      
                                      
                                      
                                      4,891,320INCOME
      (LOSS) FROM OPERATIONS
                                      
                                      
                                      211,492
                                      
                                      
                                      
                                      (963,659
                                      )
                                      
                                      
                                      1,164,460
                                      
                                      
                                      
                                      (2,486,686
                                      )OTHER
      INCOME (EXPENSES)Warrants
      issued
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (8,350
                                      )
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (168,238
                                      )Interest
      expense
                                      
                                      
                                      (52,768
                                      )
                                      
                                      
                                      (56,915
                                      )
                                      
                                      
                                      (142,105
                                      )
                                      
                                      
                                      (120,768
                                      )Interest
      income
                                      
                                      
                                      11,218
                                      
                                      
                                      
                                      24,179
                                      
                                      
                                      
                                      123,065
                                      
                                      
                                      
                                      115,337TOTAL
      OTHER INCOME (EXPENSES)
                                      
                                      
                                      (41,550
                                      )
                                      
                                      
                                      (41,086
                                      )
                                      
                                      
                                      (19,040
                                      )
                                      
                                      
                                      (173,669
                                      )NET
      INCOME (LOSS) BEFORE INCOME TAXES AND  NON-CONTROLLING
      INTEREST
                                      
                                      
                                      169,942
                                      
                                      
                                      
                                      (1,004,745
                                      )
                                      
                                      
                                      1,145,420
                                      
                                      
                                      
                                      (2,660,355
                                      )PROVISION
      FOR INCOME TAXES
                                      
                                      
                                      91,393
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      140,568
                                      
                                      
                                      
                                      —INCOME
      (LOSS) FROM CONTINUING OPERATIONS BEFORE NON-CONTROLLING INTEREST, NET OF
      TAX
                                      
                                      
                                      78,549
                                      
                                      
                                      
                                      (1,004,745
                                      )
                                      
                                      
                                      1,004,852
                                      
                                      
                                      
                                      (2,660,355
                                      )LESS:
      NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
                                      
                                      
                                      61,808
                                      
                                      
                                      
                                      (168,624
                                      )
                                      
                                      
                                      474,696
                                      
                                      
                                      
                                      (436,020
                                      )NET
      INCOME (LOSS) ATTRIBUTABLE TO REMEDENT, INC. Common
      Stockholders
                                      
                                      $
                                      16,741
                                      
                                      
                                      $
                                      (836,121
                                      )
                                      
                                      $
                                      530,156
                                      
                                      
                                      $
                                      (2,224,335
                                      )INCOME
      (LOSS) PER SHAREBasic
                                      
                                      $
                                      0.00
                                      
                                      
                                      $
                                      (0.04
                                      )
                                      
                                      $
                                      0.03
                                      
                                      
                                      $
                                      (0.11
                                      )Fully
      diluted
                                      
                                      $
                                      0.00
                                      
                                      
                                      $
                                      (0.04
                                      )
                                      
                                      $
                                      0.02
                                      
                                      
                                      $
                                      (0.11
                                      )WEIGHTED
      AVERAGE SHARES OUTSTANDINGBasic
                                      
                                      
                                      19,995,969
                                      
                                      
                                      
                                      19,995,969
                                      
                                      
                                      
                                      19,995,969
                                      
                                      
                                      
                                      19,995,969Fully
      diluted
                                      
                                      
                                      30,108,762
                                      
                                      
                                      
                                      33,789,738
                                      
                                      
                                      
                                      33,989,738
                                      
                                      
                                      
                                      33,789,738
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 2
 
 REMEDENT,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (Unaudited)
 
 For the three months ended
                            December
      31,
                          
                          
                          For the nine months ended
                            December
      31,2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009Net
      Income (Loss) Attributable to Remedent Common Stockholders
                          
                          $
                          16,741
                          
                          
                          $
                          (836,l21
                          )
                          
                          $
                          530,156
                          
                          
                          $
                          (2,224,335
                          )OTHER
      COMPREHENSIVE INCOME (LOSS):Foreign
      currency translation adjustment
                          
                          
                          (59,479
                          )
                          
                          
                          (24,844
                          )
                          
                          
                          (81,239
                          )
                          
                          
                          93,485Total
      Other Comprehensive income (loss)
                          
                          
                          (42,738
                          )
                          
                          
                          (860,965
                          )
                          
                          
                          448,917
                          
                          
                          
                          (2,130,850
                          )LESS:
      COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING
      INTEREST
                          
                          
                          (21,759
                          )
                          
                          
                          (6,331
                          )
                          
                          
                          (24,902
                          )
                          
                          
                          49,753COMPREHENSIVE
      INCOME (LOSS) ATTRIBUTABLE TO REMEDENT Common Stockholders
                          
                          $
                          (64,497
                          )
                          
                          $
                          (867,296
                          )
                          
                          $
                          424,015
                          
                          
                          $
                          (2,081,097
                          )
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 3
 
 REMEDENT,
INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (unaudited)
  For the nine months ended
                                    December
      31,2010
                                  
                                  
                                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss) for the period
                                  
                                  $
                                  1,004,852
                                  
                                  
                                  $
                                  (2,660,355
                                  )Adjustments
      to reconcile net income (loss) to net cash used by operating
      activitiesDepreciation
      and amortization
                                  
                                  
                                  562,515
                                  
                                  
                                  
                                  558,281Inventory
      reserve
                                  
                                  
                                  (60,487
                                  )
                                  
                                  
                                  190Allowance
      for doubtful accounts
                                  
                                  
                                  (32,695
                                  )
                                  
                                  
                                  3,016Value
      of stock options issued to employees and consultants
                                  
                                  
                                  100,657
                                  
                                  
                                  
                                  304,350Warrants
      issued
                                  
                                  
                                  —
                                  
                                  
                                  
                                  168,238Changes
      in operating assets and liabilities:Accounts
      receivable
                                  
                                  
                                  (1,285,166
                                  )
                                  
                                  
                                  2,061,261Inventories
                                  
                                  
                                  120,596
                                  
                                  
                                  
                                  (478,031
                                  )Prepaid
      expenses
                                  
                                  
                                  (150,936
                                  )
                                  
                                  
                                  (201,681
                                  )Accounts
      payable
                                  
                                  
                                  (132,374
                                  )
                                  
                                  
                                  464,120Accrued
      liabilities
                                  
                                  
                                  248,092
                                  
                                  
                                  
                                  (869,273
                                  )Due
      to related parties
                                  
                                  
                                  (173,130
                                  )
                                  
                                  
                                  —Income
      taxes payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (1,873
                                  )Net
      cash provided  by operating activities
                                  
                                  
                                  201,924
                                  
                                  
                                  
                                  (651,757
                                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases
      of patents
                                  
                                  
                                  (51,233
                                  )
                                  
                                  
                                  —Purchases
      of equipment
                                  
                                  
                                  (284,451
                                  )
                                  
                                  
                                  (550,974
                                  )Net
      cash used by investing activities
                                  
                                  
                                  (335,684
                                  )
                                  
                                  
                                  (550,974
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      (repayments of) proceeds from capital lease note payable
                                  
                                  
                                  (128,516
                                  )
                                  
                                  
                                  163,630Proceeds
      from line of credit
                                  
                                  
                                  1,462,360
                                  
                                  
                                  
                                  525,903Net
      cash provided by financing activities
                                  
                                  
                                  1,333,844
                                  
                                  
                                  
                                  689,533NET
      (DECREASE) INCREASE IN CASH
                                  
                                  
                                  1,200,084
                                  
                                  
                                  
                                  (513,198
                                  )Effect
      of exchange rate changes on cash and cash equivalents
                                  
                                  
                                  (76,240
                                  )
                                  
                                  
                                  92,158CASH
      AND CASH EQUIVALENTS, BEGINNING
                                  
                                  
                                  613,466
                                  
                                  
                                  
                                  1,807,271CASH
      AND CASH EQUIVALENTS, ENDING
                                  
                                  $
                                  1,737,310
                                  
                                  
                                  $
                                  1,386,231Supplemental
      Information:Interest
      paid
                                  
                                  $
                                  82,216
                                  
                                  
                                  $
                                  50,413Income
      taxes paid
                                  
                                  $
                                  91,393
                                  
                                  
                                  $
                                  —
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 4
 
 REMEDENT,
INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 
 1.
              DESCRIPTION
      OF THE COMPANY AND BASIS OF
PRESENTATION
 
 The
Company is a manufacturer and distributor of cosmetic dentistry products,
including a full line of professional dental and retail “Over-The-Counter” tooth
whitening products which are distributed in Europe, Asia and the United States.
The Company manufactures many of its products in its facility in Deurle, Belgium
as well as outsourced manufacturing in its facility in Beijing, China and in
France.  The Company distributes its products using both its own
internal sales force and through the use of third party
distributors.
 
 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.
 
 In these
notes, the terms “Remedent”, “Company”, “we”, “us” or “our” mean Remedent, Inc.
and all of its subsidiaries, whose operations are included in these consolidated
financial statements.
 
 The
Company has conducted a subsequent events review through the date the financial
statements were issued, and has concluded that there were no subsequent events
requiring adjustments or additional disclosures to the Company's financial
statements at December 31, 2010.
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
and Principles of Consolidation
 
 The
accompanying consolidated financial statements include the accounts of: Remedent
N.V. (incorporated in Belgium) located in Ghent, Belgium, Remedent Professional,
Inc. (incorporated in California), Glamtech-USA, Inc. (a Delaware corporation
acquired effective August 24, 2008) and its 50.98% owned subsidiary, Glamsmile
Asia Ltd.(with its subsidiaries, a GlamSmile Studio in Hong Kong, a GlamSmile
Studio in Mainland China (Beijing) and our GlamSmile production Lab, also
located in China (Beijing)) , Remedent OTC B.V. (a Dutch Holding company) and a
50% owned subsidiary, Sylphar Holding B.V. (a Dutch holding company), a 37.50%
owned and controlled subsidiary of Remedent Inc., Sylphar N.V., a 100% owned
company by Sylphar Holding BV, Sylphar USA, a 100% owned Nevada corporation by
Sylphar Holding BV. And Sylphar Asia Pte, a 100% owned Asian company owned by
Sylphar Holding BV (collectively, the “Company”).
 
 Remedent,
Inc. is a holding company with headquarters in Ghent, Belgium. Remedent
Professional, Inc. and Remedent Professional Holdings, Inc. have been dormant
since inception.
 
 For all
periods presented, all significant inter-company accounts and transactions have
been eliminated in the consolidated financial statements and corporate
administrative costs are not allocated to subsidiaries.
 
 Interim
Financial Information
 
 The
interim consolidated financial statements of Remedent, Inc. and Subsidiaries
(the “Company”) are condensed and do not include some of the information
necessary to obtain a complete understanding of the financial data. Management
believes that all adjustments necessary for a fair presentation of results have
been included in the unaudited consolidated financial statements for the interim
periods presented. Operating results for the nine months ended December 31,
2010, are not necessarily indicative of the results that may be expected for the
year ended March 31, 2011. Accordingly, your attention is directed to
footnote disclosures found in the Annual Report on Form 10-K for the year ending
March 31, 2010, and particularly to Note 2, which includes a summary of
significant accounting policies.
 
 5
 
 Pervasiveness
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Company 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 the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, the Company evaluates estimates and
judgments, including those related to revenue, bad debts, inventories, fixed
assets, intangible assets, stock based compensation, income taxes, and
contingencies. Estimates are based on historical experience and on various other
assumptions that the Company believes reasonable in the circumstances. The
results form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
could differ from those estimates.
 
 Goodwill
impairment
 
 The
Company performs impairment tests related to goodwill annually and whenever
events or changes in circumstances suggest that it is more likely than not that
the fair value of the reported unit is below its carrying value. To December 31,
2010, management has not identified any impairment of goodwill.
 
 Fair
Value of Financial Instruments
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
receivable, accounts payable, accrued liabilities, line of credit and long-term
debt. The carrying amounts of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities approximate their respective fair
values because of the short maturities of those instruments. The Company’s
long-term debt consists of its revolving credit facility and long-term capital
lease obligations. The carrying value of the revolving credit facility
approximates fair value because of its variable short-term interest
rates.  The fair value of the Company’s long-term capital lease
obligations is based on current rates for similar financing.
 
 Computation
of Earnings (Loss) per Share
 
 In
accordance with FASB ASC 260-10-15, the Company presents both basic and diluted
earnings per share (“EPS”).  Basic EPS excludes dilution and is
computed by dividing net income (loss) allocable to common stockholders by the
weighted average number of shares outstanding for the period.  Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock, where such exercise or conversion would result in a lower EPS
amount.
 
 Liquidity
and Management Plans
  Historically,
the Company has relied on a combination of fundraising from the sale and
issuance of equity securities and cash generated from product and service
revenues to provide funding for its operations. As of December 31, 2010, the
Company had cash and cash equivalents of $1,737,310. The Company believes that
these balances, along with its line of credit, will provide sufficient financing
in order to fund its working and other capital requirements over the course of
the next twelve months. The Company will continue to review its expected cash
requirements, make all efforts to collect any aged receivables, and take
appropriate cost reduction measures to ensure that it has sufficient working
capital to fund its operations. In the event additional needs for cash arise,
the Company may seek to raise additional funds from a combination of sources
including issuance of debt or equity securities. Additional financing may not be
available on terms favorable to the Company, or at all. Any additional financing
activity could be dilutive to the Company's current stockholders. If adequate
funds are not available or are not available on acceptable terms, the Company's
ability to take advantage of unanticipated opportunities or respond to
competitive pressures could be limited.
  6
 
 Recent
Accounting Pronouncements
  With the
exception of those discussed below, there are no unadopted accounting
pronouncements and there have been no recent accounting pronouncements or
changes in accounting pronouncements during the nine months ended December 31,
2010, as compared to the recent accounting pronouncements described in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2010, that are of significance, or potential significance, to the
Company.
  In
January 2010, the Financial Accounting Standards Board ("FASB") issued
additional guidance on fair value disclosures. The new guidance clarifies two
existing disclosure requirements and requires two new disclosures as follows:
(1) a "gross" presentation of activities (purchases, sales, and
settlements) within the Level 3 rollforward reconciliation, which will replace
the "net" presentation format; and (2) detailed disclosures about the
transfers in and out of Level 1 and 2 measurements. This guidance is effective
for the first interim or annual reporting period beginning after
December 15, 2009, except for the gross presentation of the Level 3
rollforward information, which is required for annual reporting periods
beginning after December 15, 2010, and for interim reporting periods
thereafter. The Company adopted the amended fair value disclosures guidance on
April 1, 2010, except for the gross presentation of the Level 3 rollforward
information, which the Company is not required to adopt until April 1,
2011.  The adoption of this standard has had no impact upon the
Company’s consolidated financial statements.
  In
October 2009, the FASB issued new standards for revenue recognition with respect
to multiple-deliverable arrangements. As a result of the new standards,
multiple-deliverable arrangements will be separated in more circumstances than
under existing revenue recognitions standards. The new standards establish a
selling price hierarchy for determining the selling price of a deliverable. Such
selling price for each deliverable will be based on vendor-specific objective
evidence if available, third-party evidence if vendor-specific objective
evidence is not available, or estimated selling price if neither vendor-specific
objective evidence nor third-party evidence is available. The new standards also
replaces the term fair value in the revenue allocation guidance with selling
price to clarify that the allocation of revenue is based on entity-specific
assumptions rather than assumptions of a marketplace participant. The new
standards are effective for revenue arrangements that begin or are changed in
fiscal years starting after June 15, 2010 and early adoption is permitted. The
Company is currently evaluating the impact of this amendment on its revenue
recognition policies as well as the impact on its financial
statements.
 
 3.
              ACQUISITION
      OF GLAMSMILE ASIA LTD.
 
 Effective
January 1, 2010 the Company acquired 50.98% of the issued and outstanding shares
of Glamsmile Asia Ltd. (“Glamsmile Asia”), a private Hong Kong company, with
subsidiaries in Hong Kong and Mainland China, in exchange for the following
consideration:
 
 1.
              325,000
      Euro (US$466,725).  As of March 31, 2010, the Company owed a
      balance of $71,885 on its purchase of the
                shares
      of Glamsmile Asia. The amount of $ 71,885 was paid on October 22,
      2010.
 
 2.
              250,000
      shares of common stock to be issued during the fiscal year ended March 31,
      2011 ($97,500 was recorded as
                an
      obligation to issue shares as at December 31, 2010 and March 31,
      2010);
 
 3.
              100,000
      options on closing (issued);
 
 4.
              100,000
      options per opened store at closing
(issued);
 
 5.
              100,000
      options for each additional store opened before the end of 2011 at the
      price of the opening date of the
store;
 
 6.
              Assumption
      of Glamsmile’s January 1, 2010 deficit of $73,302. The non-controlling
      interest is non-participating until
                such
      time as the net profit from Glamsmile Asia exceeds prior losses of
      $73,302; and
  7
   7.
              Repayment
      of the founding shareholder’s original advances in the amount of
      $196,599.  The balance of $196,599,
                recorded
      as due to related parties as at December 31, 2010 and March 31, 2010, is
      unsecured, non-interest bearing and
                has
      no specific terms of repayment other than it will be paid out of revenues
      from Glamsmile, as working capital
allows.
 
 All
options reside under the Company’s option plan and are five year
options.
 
 Also
pursuant to the agreement, the Company has granted irrevocable right to
Glamsmile Asia to use the Glamsmile trademark in Greater China.
 
 In
connection with this acquisition the Company has recorded goodwill of
$699,635.  If new information is received by the Company during the
measurement period, the goodwill recorded may be subject to change.
 
 During
the nine months ended December 31, 2010, the Company recorded $313,294 as due to
the Glamsmile non-controlling interest, net of the assumption of prior losses,
as described in point 6 above.
 
 During
the period ended December 31, 2010, the Company paid $1,359 for 10,400 Glamsmile
shares.
 
 4.
              DISTRIBUTION
      AGREEMENTS
 
 Den-Mat
Distribution Agreement
 
 On August
24, 2008, the Company entered into a distribution agreement (the “Distribution
Agreement”) with Den-Mat Holdings, LLC, a Delaware limited liability company
(“Den-Mat”).   Under the Distribution, the Company appointed
Den-Mat to be the sole and exclusive distributor to market, license and sell
certain products relating to the Company’s GlamSmile tray technology, including,
but not limited to, its GlamSmile veneer products and other related veneer
products (the “Products”), throughout the world, with the exception of
Australia, Austria, Belgium, Brazil, France (including all French overseas
territories “Dom-Tom”), Germany, Italy, New Zealand, Oman, Poland, Qatar, Saudi
Arabia, Singapore, Switzerland, Thailand, and United Arab Emirates (collectively
the “Excluded Markets”) and the China Market (the “Territory”).
  As
consideration for such distribution, licensing and manufacturing rights, Den-Mat
will pay the Company:
 
 (i)
              an
      initial payment of $2,425,000;
 
 (ii)
              a
      payment of $250,000 for each of the first three contract periods in the
      initial Guaranty Period, subject to
                certain
      terms and conditions;
 
 (iii)
              certain
      periodic payments as additional paid-up royalties in the aggregate amount
      of $500,000;
 
 (iv)
              a
      payment of $1,000,000 promptly after Den-Mat manufactures a limited
      quantity of products at a facility owned or
                leased
      by Den-Mat;
 
 (v)
              a
      payment of $1,000,000 promptly upon completion of certain training of
      Den-Mat’s personnel;
 
 (vi)
              a
      payment of $1,000,000 upon the first to occur of (a) February 1, 2009
      or (b) the date thirty (30) days after
                Den-Mat
      sells GlamSmile Products incorporating twenty thousand (20,000)
      Units/Teeth to customers regardless of whether
                Den-Mat
      has manufactured such Units/Teeth in a Den-Mat facility or has purchased
      such Units/Teeth from the Company;
 
 (vii)
              certain
      milestone payments; and
 
 (viii)
              certain
      royalty payments.
 
 8
 
 Further,
as consideration for Den-Mat’s obligations under the Distribution Agreement, the
Company agreed to, among other things:
 
 (i)
              issue
      to Den-Mat or an entity to be designated by Den-Mat, warrants to purchase
      up to 3,378,379 shares of the Corporation’s common stock, par value $0.001
      per share (the “Warrant Shares”) at an exercise price of $1.48 per share,
      exercisable for a period of five years (the “Den-Mat Warrant”) (issued in
      the period ended September 30,
2008);
 
 (ii)
              execute
      and deliver to Den-Mat a registration rights agreement covering the
      registration of the Warrant Shares (the “Registration Rights Agreement”)
      which as of December 31, 2010 has not yet been filed;
  and
 
 (iii)
              cause
      its Chairman of the Board, Guy De Vreese, to execute and deliver to
      Den-Mat a non-competition
agreement.
 
 On June
3, 2009, the Distribution Agreement was amended and restated (the “Amended
Agreement”). The Amended Agreement modifies and clarifies certain terms and
provisions which among other things includes:
 
 (1)
              the
      expansion of the list of Excluded Markets to include Spain, Japan,
      Portugal, South Korea and South Africa for a period of
    time;
 
 (2)
              clarification
      that Den-Mat’s distribution and license rights are non-exclusive to
      market, sell and distribute the Products directly to consumers through
      retail locations (“B2C Market”) in the Territory and an undertaking to
      form a separate subsidiary to and to issue warrants to Den-Mat in the
      subsidiary in the event that the Company decides to commercially exploit
      the B2C Market in North America after January 1,
  2010;
 
 (3)
              subject
      to certain exceptions, a commitment from the Company to use Den-Mat as its
      supplier to purchase all of its, and its licensee’s, GlamSmile products in
      the B2C Market from Den-Mat, with reciprocal commitment from Den-Mat to
      sell such products;
 
 (4)
              modification
      of certain defined terms such as “Guaranty Period,” “Exclusivity Period”
      and addition of the term “Contract Period”;
and
 
 (5)
              the
      “Guaranty Period” (as defined therein) is no longer a  three
      year period but has been changed to the first three “Contract
      Periods”.  The first Contract Period commences on the first day
      of the Guaranty Period (which the Parties agreed has commenced as of April
      1, 2009), and continues for fifteen (15) months or such longer period that
      would be necessary in order for Den-Mat to purchase a certain minimum
      number of Units/Teeth as agreed upon in the Amended Agreement (“Minimum
      Purchase Requirement”) in the event that the Company’s manufacturing
      capacity falls below a certain threshold.  The second and each
      subsequent GlamSmile Contract Period begins on the next day following the
      end of the preceding “Contract Period” and continues for twelve (12)
      months or such longer period that would be necessary in order for Den-Mat
      to meet its Minimum Purchase Requirement in the event that the Company’s
      manufacturing capacity falls below a certain
  threshold.
 
 In August
2009, the Distribution Agreement was further amended (the “August Amendment”).
The August Amendment expands the Company’s products covered under the
Distribution Agreement to include the Company’s new Prego System Technology
(“Prego System”), also commonly known as “Glamstrip”. Under the Amendment, the
$250,000 payment which was originally due upon the expiration of the first
Contract Period (as defined in the Distribution Agreement) was paid as of
December 31, 2010.
 
 9
  The
August Amendment also provides for (a) the royalty rate for products
manufactured and sold by Den-Mat using the Prego System after the Guaranty
Period (as defined in the Distribution Agreement), (b) Den-Mat’s right to elect
to manufacture or purchase from a third party manufacturer any or all portion of
the minimum purchase requirements under the Distribution Agreement provided
however, that if Den-Mat fails to purchase the minimum number of Units/Teeth as
required during any month, Den-Mat may cure such default by paying the Company a
certain royalty on the difference between the minimum purchase requirement and
the amount actual purchased by Den-Mat during such month, with such royalties
accruing and being due and payable upon the earlier occurrence of either (1) one
hundred twenty days from August 11, 2009 or (2) the successful performance
of the Company’s live patient demonstration of the First Fit
Technology licensed to Den-Mat pursuant to the First Fit-Crown Distribution
and License Agreement, to be performed at Den-Mat’s reasonable
satisfaction; and all shortfall payments thereafter being due and payable within
15 days after the end of the month in which shortfall occurred, and (c)
Den-Mat’s option to purchase a certain number of Prego Systems in lieu of Trays
during each of the first three Contract Periods pursuant to the terms, including
price and conditions, set forth in the Amendment so long as such option is
exercised during the period commencing on August 11, 2009 and ending on the
later of either 91 days or 31 days after the Company demonstrates to Den-Mat
that it has the capacity to produce a certain number of Prego System per
Contract Period. Furthermore under the Amendment, if Den-Mat fails to purchase
the required minimum Trays during any Contract Period, such failure may be cured
by payment equal to the difference between the aggregate purchase price that
would have been paid had Den-Mat purchased the required minimum and the
aggregate purchase price actually paid for such Contract Year within 30 days
after the end of such Contract Period. With the exception of the provisions
amended by the Amendment, the Distribution Agreement remains in full force and
effect.
  First
Fit Distribution Agreement
 
 On June
3, 2009, the Company entered into the First Fit-Crown Distribution and License
Agreement (the “First Fit Distribution Agreement”) with
Den-Mat.  Under the terms of the First Fit Distribution Agreement, the
Company appointed Den-Mat to be its sole and exclusive distributor to market,
license and sell certain products relating to the Company’s proprietary First
Fit technology (the “First Fit Products”), in the United States, Canada and
Mexico (the “First Fit Territory”).  In connection therewith, the
Company also granted Den-Mat certain non-exclusive rights to manufacture and
produce the First Fit Products in the First-Fit Territory; and a sole and
exclusive transferable and sub-licensable right and license to use the Company’s
intellectual property rights relating to the First Fit Products to perform its
obligations as a distributor (provided the Company retains the right to use and
license related intellectual property in connection with the manufacture of the
First Fit Products for sale outside of the  First Fit
Territory).
 
 Consummation
of the First Fit Distribution Agreement is subject to: completion of Den-Mat’s
due diligence; execution and delivery of Non-Competition Agreements; and the
delivery of the Development Payment and first installment of the License Payment
(the “Development Payment” and License Payment” are defined below).
 
 Under the
First Fit Distribution Agreement, the Company granted such distribution rights,
licensing rights and manufacturing rights, in consideration for the
following:  (i) a non-refundable development fee of Four Hundred
Thousand Dollars ($400,000) (the “Development Payment”) payable in two
installments of $50,000 each, one within seven days after the effective date of
the First Fit Distribution Agreement, and another $350,000 payment within twenty
one days after the Effective Date ($400,000 received as at June 30, 2009); (ii)
a non-refundable license fee of $600,000 payable in three equal installments of
$200,000 each, with the first installment payable on the Closing Date, and with
the second and third installments payable on the 30 th and 60
th
day, respectively, after the Closing Date (received); (iii) certain royalty
payments based on the sales of the First Fit Products by Den-Mat or its
sub-licensees; and (iv) certain minimum royalty payments to maintain
exclusivity.
 
 Den-Mat’s
rights as an exclusive distributor and licensee will continue at least through
the first Contract Period (defined below) and until the termination of the First
Fit Distribution Agreement.  Den-Mat’s exclusivity ends at the end of
any Contract Period in which Den-Mat fails to make certain minimum royalty
payments.  In the event that such exclusivity is terminated, Den-Mat
has the option to either terminate the First Fit Distribution Agreement upon
ninety (90) days written notice, or become a non-exclusive distributor and
licensee, in which event Den-Mat’s obligation to pay certain agreed upon
royalties would continue.  “Contract Period”  means the
following periods: (A) the first eighteen months beginning on the first day of
the month following the month in which the Closing occurs, provided that if
Den-Mat is not fully operational within sixty days after the Closing Date, the
first Contract Period will be extended by one day for each day after the
sixtieth day until Den-Mat becomes fully operational; (B) the subsequent twelve
months; and (C) each subsequent twelve month period thereafter, in each case
during which the First Fit Distribution Agreement is in effect.
 
 10
 On March
29, 2010, a certain Amendment No. 1 was made to the First Fit Distribution
Agreement dated June 3, 2009.  The terms of Amendment No. 1 are as
follows:
  The total
purchase price for the First Fit IP consists of installment payments and royalty
payments.  The cash component of the purchase price of the First
Fit IP is $2,850,000 to be paid in the form of cash in the following
installments: (a) $50,000 upon delivery by Remedent to Den-Mat of a working
prototype of the First Fit crown (received); (b) $525,000 on or before March 15,
2010 (received); (c) $700,000 on June 30, 2010  (received); and (d)
$500,000 on December 31, 2010 (received during January 2011), June 30, 2011
and December 31, 2011. In connection with the execution of the First Fit
Agreement, Den-Mat also agreed to make an advance cash payment of $75,000 to the
Company towards the purchase price (received).  In addition to the
cash component, Den-Mat agreed to pay Remedent a capital payment equal to a
certain percent of Den-Mat’s net revenues generated by the sale of the First Fit
products.
 
 Concurrently
with the execution of the First Fit Amendment, the Company and Den-Mat entered
into Amendment No. 2 to the Amended and Restated Distribution, License and
Manufacturing Agreement (“Glamsmile Amendment”) with Den-Mat pursuant to which
certain provisions of a certain Amended and Restated Distribution, License and
Manufacturing Agreement previously entered into by the Company and Den-Mat on
June 3, 2009 and subsequently amended on August 11, 2009, were
amended.  The Glamsmile Amendment became effective concurrently with
the effectiveness of the First Fit Amendment on February 16, 2010 (the
“Amendment No. 2 Effective Date”).  Among other things, the Glamsmile
Amendment (1) permits the Company to purchase its requirements for GlamSmile
Products from another party, other than Den-Mat,  provided the Company
pays Den-Mat a royalty payment on net revenues received by the Company per
unit/tooth, (2) decreases the percentage of securities to be covered in a
warrant to purchase securities of B2C Market Subsidiary and the exercise price
of such warrant to be issued to Den-Mat  in the event a B2C Market
Subsidiary is formed under the terms set forth in such agreement, (3) expands
the definition of “Excluded Market” to include Australia, Belgium, France and
United Arab Emirates, and (4) provides a consulting fee, equal to a percentage
of net revenues received by Den-Mat from the Sale of unit/teeth and trays, to
the Company for its services, support  and certain additional
consideration, (5) terminates certain provisions relating to minimum requirement
obligations and rights, and (6) amends the formula for calculation of a certain
exit fee in the event of a change of control.  The Amendment became binding
within the period ended September 30, 2010.
 
 5.
              CONCENTRATION
      OF RISK
 
 Financial
Instruments — Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of trade accounts
receivable.
 
 Concentrations
of credit risk with respect to trade receivables are normally limited due to the
number of customers comprising the Company’s customer base and their dispersion
across different geographic areas.  At December 31, 2010, five
customers accounted for 66% of the Company’s trade accounts receivables, and one
customer accounted for 30% and another customer accounted for 16%.  At
December 31, 2009, five customers accounted for a total of 47% 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 has diversified its sources for product components and finished
goods and, as a result, the loss of a supplier would not have a material impact
on the Company’s operations.  For the nine months ended December 31,
2010 the Company had five suppliers who accounted for 26% of gross purchases.
For the nine months ended December 31, 2009 the Company had five suppliers who
accounted for 34% of gross purchases.
 
 Revenues
— For the nine months ended December 31, 2010 the Company had five customers
that accounted for 39% of total revenues and one customer accounted for 19% of
total revenues.  For the nine months ended December 31, 2009 the
Company had five customers that accounted for 51% of total
revenues.
   11
 
 6.
              ACCOUNTS
      RECEIVABLE AND ALLOWANCE FOR DOUBTFUL
ACCOUNTS
  The
Company’s accounts receivable at December 31, 2010 and March 31, 2010 were as
follows:
 
 December
      31, 2010
                        
                        
                        March 31, 2010Accounts
      receivable, gross
                        
                        $
                        2,125,247
                        
                        
                        $
                        872,776Less:
      allowance for doubtful accounts
                        
                        
                        (33,150
                        )
                        
                        
                        (65,845
                        )Accounts
      receivable, net
                        
                        $
                        2,092,097
                        
                        
                        $
                        806,931
  7.
              INVENTORIES
 
 Inventories
at December 31, 2010 and March 31, 2010 are stated at the lower of cost
(first-in, first-out) or net realizable value and consisted of the
following:
 December
      31, 2010
                          
                          
                          March 31, 2010Raw
      materials
                          
                          $
                          62,043
                          
                          
                          $
                          20,641Components
                          
                          
                          791,649
                          
                          
                          
                          1,024,908Finished
      goods
                          
                          
                          1,208,652
                          
                          
                          
                          1,198,4782,062,344
                          
                          
                          
                          2,244,027Less:
      reserve for obsolescence
                          
                          
                          (21,248
                          )
                          
                          
                          (82,335
                          )Net
      inventory
                          
                          $
                          2,041,096
                          
                          
                          $
                          2,161,692
  8.
              PREPAID
      EXPENSES
 
 Prepaid
expenses are summarized as follows:
 December
      31, 2010
                        
                        
                        March 31, 2010Prepaid
      materials and components
                        
                        $
                        814,080
                        
                        
                        $
                        701,035Prepaid
      income taxes
                        
                        
                        7,127
                        
                        
                        
                        4,332Prepaid
      consulting
                        
                        
                        23,880
                        
                        
                        
                        22,095VAT
      payments in excess of VAT receipts
                        
                        
                        96,216
                        
                        
                        
                        98,702Royalties
                        
                        
                        39,503
                        
                        
                        
                        39,905Prepaid
      trade show expenses
                        
                        
                        11,821
                        
                        
                        
                        10,000Prepaid
      rent
                        
                        
                        11,921
                        
                        
                        
                        1,409Other
                        
                        
                        66,875
                        
                        
                        
                        43,009$
                        1,071,423
                        
                        
                        $
                        920,487
  9.
              PROPERTY
      AND EQUIPMENT
 
 Property
and equipment are summarized as follows:
 December
      31, 2010
                            
                            
                            March 31, 2010Furniture
      and Fixtures
                            
                            $
                            449,269
                            
                            
                            $
                            436,978Machinery
      and Equipment
                            
                            
                            2,766,511
                            
                            
                            
                            2,461,659Tooling
                            
                            
                            188,450
                            
                            
                            
                            188,4503,404,230
                            
                            
                            
                            3,087,087Accumulated
      depreciation
                            
                            
                            (2,018,467
                            )
                            
                            
                            (1,351,368
                            )Property
      & equipment, net
                            
                            $
                            1,385,763
                            
                            
                            $
                            1,735,719
  Tooling
includes a payment made to a company called Sensable, in reference to the
development of a tailored veneer modeling solution, referred to as “GlamSmile
Design Software”.
 
 12
  10.
              LONG
      TERM INVESTMENTS AND ADVANCES
 
 Innovative
Medical & Dental Solutions, LLC (“IMDS, LLC”)
 
 Effective
July 15, 2007 the Company entered into a Limited Liability Company Merger and
Equity Reallocation Agreement (the “Participation Agreement”) through its
subsidiary, Remedent N.V. Pursuant to the terms of the Participation Agreement,
the Company acquired a 10% equity interest in IMDS, LLC in consideration for
$300,000 which was converted against IMDS receivables.
 
 The
agreement stipulates certain exclusive worldwide rights to certain tooth
whitening technology, and the right to purchase at standard cost certain
whitening lights and accessories and to sell such lights in markets not served
by the LLC. The terms of the Participation Agreement also provide that Remedent
N.V. has the first right to purchase additional equity. Parties to the
Participation Agreement include two officers of IMDS, LLC, and an individual who
is both an officer and director of Remedent Inc., and certain unrelated
parties.
 
 IMDS, LLC
is registered with the Secretary of the State of Florida as a limited liability
company and with the Secretary of the State of California as a foreign
corporation authorized to operate in California. IMDS, LLC is merging with White
Science World Wide, LLC, a limited liability company organized under the laws of
the State of Georgia. The merged companies are operating as a single entity as
IMDS, LLC, a Florida limited liability company.
 
 As of
December 31, 2010 the Company has written off its investment in
IMDS.
 
 Soca
Networks Singapore (“Soca”)
 
 Pursuant
to the terms of a letter of intent dated December 17, 2007, the Company has
agreed to purchase 20% of Soca for a total purchase price of $750,000. Half of
the purchase price has been advanced $375,000 to Soca as a down payment, pending
completion of the agreement terms. The balance of $375,000 was paid through the
issuance of 220,588 common shares of the Company’s common stock. The final
agreement is currently being negotiated.
 .
 11.
              LICENSED
      PATENTS
 
 Teeth
Whitening Patents
 
 In
October 2004, the Company acquired from the inventor the exclusive, perpetual
license to two issued United States patents which are applicable to several
teeth whitening products currently being marketed by the Company. Pursuant to
the terms of the license agreement, the Company was granted an exclusive,
worldwide, perpetual license to manufacture, market, distribute and sell the
products contemplated by the patents subject to the payment of $65,000 as
reimbursement to the patent holder for legal and other costs associated with
obtaining the patents, which was paid in October 2004, and royalties for each
unit sold subject to an annual minimum royalty of $100,000 per year. The Company
is amortizing the initial cost of $65,000 for these patents over a ten year
period and accordingly has recorded $40,625 of accumulated amortization for this
patent as of December 31, 2010. The Company accrues this royalty when it becomes
payable to inventory therefore no provision has been made for this obligation as
of December 31, 2010.
 
 Universal
Applicator Patent
 
 In
September 2004, the Company entered into an agreement with Lident N.V.
(“Lident”), a company controlled by Mr. De Vreese, the Company’s Chairman,
to obtain an option, exercisable through December 31, 2005, to license an
international patent (excluding the US) and worldwide manufacturing and
distribution rights for a potential new product which Lident had been assigned
certain rights by the inventors of the products, who are unrelated parties,
prior to Mr. De Vreese association with the Company. The patent is an Italian
patent which relates to a single use universal applicator for dental pastes,
salves, creams, powders, liquids and other substances where manual application
could be relevant. The Company has filed to have the patent approved throughout
Europe.
 
 13
 
 On
December 12, 2005, the Company exercised the option and the Company and the
patent holder agreed to revise the assignment agreement whereby the Company
agreed to pay €50,000 additional compensation in the form of prepaid royalties
instead of the €100,000 previously agreed, €25,000 of which was paid by the
Company in September 2005 and the remaining €25,000 is to be paid upon the
Company’s first shipment of a product covered by the patent. As of December 31,
2010 the Company has not yet received the final Product. The patent is being
amortized over five (5) years and accordingly, the patent was fully amortized by
the end of December 31, 2010.
 
 12.
              LINE
      OF CREDIT
 
 The
Company has a mixed-use line of credit facility with BNP Paribas Fortis’ Bank, a
Belgian bank (the “Facility”) which is secured by a first lien on the assets of
Remedent N.V.  The latest amendment to the Facility, dated June 7,
2010, amended and split the line of credit to €1,250,000, to be used by Remedent
NV and €1,000,000 to be used Sylphar NV. Each line of credit carries its own
interest rates and fees as provided in the Facility and vary from the current
prevailing bank rate of approximately 3.9%, for draws on the credit line, to
9.4% for advances on accounts receivable concerning Remedent N.V. and similar
for Sylphar N.V. Remedent N.V and Sylphar NV are currently only utilizing two
lines of credit, advances based on account receivables and the straight loan. As
of December 31, 2010 and March 31, 2010, Remedent N.V. and Sylphar N.V. had in
aggregate, $1,469,160 and $667,800 in advances outstanding, respectively, under
the mixed-use line of credit facilities.
 
 13.
              LONG
      TERM DEBT
 
 On
October 24, 2006, the Company entered into a five year capital lease agreement
for manufacturing equipment totaling €123,367 (US $164,769). On May 15, 2008,
the Company entered into an additional capital lease agreement over a three year
period for additional manufacturing equipment totaling € 63,395 (US $84,670). On
August 18, 2009, the Company entered into another capital lease agreement over a
three year period for additional manufacturing equipment totaling € 170,756 (US
$228,062). On January 15, 2010, the Company entered into an additional capital
lease agreement over a 5 year period for veneer manufacturing equipment totaling
€ 251,903 (US $336,442). On June 16, 2010, the Company entered into a further
capital lease agreement over a 5 year period for additional veneer manufacturing
equipment totaling € 30,248 (US $40,399).
 
 The net
book value as of December 31, 2010 and March 31, 2010 of the equipment subject
to the foregoing leases are $306,072 and $641,371 respectively.
 
 14.
              DUE
      TO RELATED PARTIES AND RELATED PARTY
  TRANSACTIONS
 
 Transactions
with related parties not disclosed elsewhere in these financial statements
consisted of the following:
 
 Compensation:
 
 During
the nine month periods ended December 31, 2010 and 2009 the Company incurred
$560,207 and $559,238 respectively, as compensation for all directors and
officers.
 
 Sales
Transactions:
 
 One of
the Company’s directors owns a minority interest in a client company, IMDS Inc.
(“IMDS”) Accounts receivable at period end with this customer totaled $0 and
$31,895 as at December 31, 2010 and March 31, 2010 respectively.
 
 As of
December 31, 2010 the Company has written off its investment in
IMDS.
 
 All
related party transactions involving provision of services or tangible assets
were recorded at the exchange amount, which is the value established and agreed
to by the related parties reflecting arms length consideration payable for
similar services or transfers.
 
 14
 
 15.
              ACCRUED
      LIABILITIES
 
 Accrued
liabilities are summarized as follows:
 December
      31, 2010
                        
                        
                        March 31, 2010Accrued
      employee benefit taxes and payroll
                        
                        $
                        192,535
                        
                        
                        $
                        182,137Accrued
      travel
                        
                        
                        10,877
                        
                        
                        
                        31,891Advances
      and deposits
                        
                        
                        217,545
                        
                        
                        
                        116,687Commissions
                        
                        
                        21,684
                        
                        
                        
                        21,597Accrued
      audit and tax preparation fees
                        
                        
                        11,762
                        
                        
                        
                        11,152Reserve
      for warranty costs
                        
                        
                        20,034
                        
                        
                        
                        20,238Accrued
      interest
                        
                        
                        —
                        
                        
                        
                        168Accrued
      consulting fees
                        
                        
                        69,175
                        
                        
                        
                        47,382Other
      accrued expenses
                        
                        
                        196,016
                        
                        
                        
                        60,284$
                        739,628
                        
                        
                        $
                        491,536
 
 16.
              EQUITY
      COMPENSATION PLANS
 
 As of
December 31, 2010, the Company had three equity compensation plans approved by
its stockholders (1) the 2001 Incentive and Non-statutory Stock Option Plan (the
“2001 Plan”), (2) the 2004 Incentive and Non-statutory Stock Option Plan (the
“2004 Plan”); and (3) the 2007 Equity Incentive Plan (the “2007 Plan”). The
Company’s stockholders approved the 2001 Plan reserving 250,000 shares of common
stock of the Company pursuant to an Information Statement on Schedule 14C filed
with the Commission on August 15, 2001. In addition, the Company’s stockholders
approved the 2004 Plan reserving 800,000 shares of common stock of the Company
pursuant to an Information Statement on Schedule 14C filed with the Commission
on May 9, 2005.  Finally, the Company’s stockholders approved the 2007
Plan reserving 1,000,000 shares of common stock of the Company pursuant to a
Definitive Proxy Statement on Schedule 14A filed with the Commission on October
2, 2007.
 
 In
addition to the equity compensation plans approved by the Company’s
stockholders, the Company has issued options and warrants to individuals
pursuant to individual compensation plans not approved by our
stockholders.  These options and warrants have been issued in exchange
for services or goods received by the Company.
 
 The
following table provides aggregate information as of December 31, 2010 with
respect to all compensation plans (including individual compensation
arrangements) under which equity securities are authorized for
issuance.
 
 A summary
of the option activity for the nine month period ended December 31, 2010
pursuant to the terms of the plans is as follows:
  Exercise
      Price2001 Plan
                          
                          
                          2004 Plan
                          
                          
                          2007 Plan
                          
                          
                          OtherOutstanding
                            Options
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          
                          Outstanding
                            Options
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          
                          Outstanding
                            Options
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          
                          Outstanding
                            Options
                          
                          
                          Weighted
                            Average
                            Exercise
                            PriceOptions
      outstanding, March 31, 2010
                          
                          
                          250,000
                          
                          
                          
                          1.20
                          
                          
                          
                          668,166
                          
                          
                          
                          0.89
                          
                          
                          
                          1,000,000
                          
                          
                          
                          1.20
                          
                          
                          
                          350,000
                          
                          
                          
                          0.87Options
      expired
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (110,666
                          )
                          
                          
                          4.00
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Options
      outstanding, December 31, 2010
                          
                          
                          250,000
                          
                          
                          
                          1.20
                          
                          
                          
                          557,500
                          
                          
                          
                          0.89
                          
                          
                          
                          1,000,000
                          
                          
                          
                          1.20
                          
                          
                          
                          350,000
                          
                          
                          
                          0.87Options
      exercisable, December 31, 2010
                          
                          
                          231,667
                          
                          
                          
                          1.20
                          
                          
                          
                          555,666
                          
                          
                          
                          1.00
                          
                          
                          
                          1,000,000
                          
                          
                          
                          1.20
                          
                          
                          
                          300,000
                          
                          
                          
                          0.70Exercise
      price range
                          
                          $
                          0.50
      - $2.39
                          
                          
                          
                          
                          
                          
                          $
                          0.50
      - $2.46
                          
                          
                          
                          
                          
                          
                          $
                          0.50 - $1.75
                          
                          
                          
                          
                          
                          
                          $
                          .39
      - 1.75Weighted
      average remaining life
                          
                          2.01
      years
                          
                          
                          
                          
                          
                          
                          6.27 years
                          
                          
                          
                          
                          
                          
                          7.37 years
                          
                          
                          
                          
                          
                          
                          4.38
      years
 
 15
 
 A summary
of the Company’s equity compensation plans approved and not approved by
shareholders is as follows:
 
 Plan Category
                    
                    Number of
                      securities to
                      be
                      issued upon
                      exercise of
                      of
                      outstanding
                      options,
                      warrants
                      and rights
                    
                    
                    Weighted-average
                      exercise price of
                      outstanding
                      options
                      warrants and
                      rights
                    
                    
                    Number of
                      securities
                      remaining
                      available for
                      future
                      issuance
                      under
                      equity
                      compensation
                      plans
                      (excluding
                      securities
                      reflected
                      in column (a))Equity
      Compensation Plans approved by security holders
                    
                    
                    1,807,500
                    
                    
                    $
                    1.15
                    
                    
                    
                    242,500Equity
      Compensation Plans not approved by security holders
                    
                    
                    820,000
                    
                    
                    $
                    .97
                    
                    
                    
                    NATotal
                    
                    
                    2,627,500
                    
                    
                    $
                    1.19
                    
                    
                    
                    242,500
  For the
nine month period ended December 31, 2010 the Company recognized $100,657 (2009
— $304,350) in compensation expense in the consolidated statement of
operations.  No stock options were granted in the nine month period
ended December 31, 2010.
 
 17.
              COMMON
      STOCK WARRANTS AND OTHER OPTIONS
 
 As of
December 31, 2010, the Company has warrants to purchase the Company’s common
stock outstanding that were not granted under shareholder approved equity
compensation plans as follows:
 
 Outstanding
                        Warrants
                      
                      
                      Weighted
                        Average
                        Exercise
                        PriceWarrants
      and options outstanding, March 31, 2010
                      
                      
                      11,108,305
                      
                      
                      $
                      1.55Cancelled
      or expired
                      
                      
                      (3,263,678
                      )
                      
                      
                      1.86Warrants
      outstanding December 31, 2010
                      
                      
                      7,844,627
                      
                      
                      
                      1.50Warrants
      exercisable December 31, 2010
                      
                      
                      7,844,627
                      
                      
                      $
                      1.50Exercise
      price range
                      
                      $
                      1.00 to $3.00Weighted
      average remaining life
                      
                      1.96 Years
  16
 
 During
the nine month period ended December 31, 2010, a total of 3,263,678 warrants
expired unexercised.
 
 18.
              SEGMENT
      INFORMATION
 
 The
Company’s only operating segment consists of dental products and oral hygiene
products sold by Remedent Inc., Remedent N.V., Sylphar N.V., GlamSmile Beijing
Dental Clinic Co. Ltd.  and Remedent Asia Ltd. Since the Company only
has one segment, no further segment information is presented.
  Customers
Outside of the United States
 
 December
      31, 2010
                        
                        
                        December
      31, 2009U.S.
      sales
                        
                        $
                        2,030,788
                        
                        
                        $
                        1,881,142Foreign
      sales
                        
                        
                        7,755,920
                        
                        
                        
                        3,893,983$
                        9,786,708
                        
                        
                        $
                        5,775,125
 
 19.
              COMMITMENTS
 
 Real
Estate Lease
 
 The
Company leases its 26,915 square feet office and warehouse facility in Deurle,
Belgium from an unrelated party pursuant to a nine year lease commencing
December 20, 2001 at a base rent of € 7,266 per month ($9,704 per month at
December 31, 2010). At December 31, 2010 the lease was ended. Sylphar NV
negotiated a new lease contract on a yearly renewal base at a base rent of €
7,266 per month ($9,704 per month) commencing January 1, 2011.
 
 The
Company leases a smaller office facility of 2,045 square feet in Gent, Belgium
to support the sales and marketing division of our veneer business, from an
unrelated party pursuant to a nine year lease commencing September 1, 2008.
Additionally, to support and house our Research and Development Division, as of
October 15, 2009, an additional 2,290 square feet are being leased from the same
unrelated party from which we lease our sales and marketing division, at a
base rent of € 4,930 per month for the total location ($6,584 per month at
December 31, 2010).
 
 Minimum
monthly lease payments for real estate, and all other leased equipment are as
follows based upon the conversion rate for the (Euro) at December 31,
2010:
 March 31, 2011
                    
                    $
                    134,894March
      31, 2012
                    
                    
                    465,408March
      31, 2013
                    
                    
                    282,619March
      31, 2014
                    
                    
                    231,609March
      31, 2015
                    
                    
                    92,525After
      five years
                    
                    
                    217,278Total:
                    
                    $
                    1,424,333
 
  OEM
Agreement
 
 On June
30, 2008, the Company entered into an OEM Agreement (“Agreement”) with SensAble
Technologies, Inc., a corporation under the laws of Delaware (“SensAble”)
whereby the Company will integrate SensAble products and technology into the
Company’s system. The Agreement provides the Company with the exclusive right to
distribute certain SensAble products throughout the world for a period of twelve
months from the date of the Agreement. The Company has the option and right to
extend the initial twelve month exclusivity period for another twelve months.
The term of the Agreement will be for two years and began on June 30, 2008. On
July 2009, the Company renewed the first half of the second year.  The
Company is currently in negotiation with SensAble for the development of new
enhanced software.
  17
  
 20.
              FINANCIAL
      INSTRUMENTS
 
 The FASB
ASC topic 820 on fair value measurement and disclosures establishes three levels
of inputs that may be used to measure fair value: quoted prices in active
markets for identical assets or liabilities (referred to as Level 1), observable
inputs other than Level 1 that are observable for the asset or liability either
directly or indirectly (referred to as Level 2), and unobservable inputs to the
valuation methodology that are significant to the measurement of fair value of
assets or liabilities (referred to as Level 3).
  The
carrying values and fair values of our financial instruments are as
follows:
 
 December
      31, 2010
                          
                          
                          March 31, 2010Carrying
                          
                          
                          Fair
                          
                          
                          Carrying
                          
                          
                          FairLevel
                          
                          value
                          
                          
                          value
                          
                          
                          value
                          
                          
                          valueCash
                          1
                          
                          $
                          1,737,310
                          
                          
                          $
                          1,737,310
                          
                          
                          $
                          613,466
                          
                          
                          $
                          613,466Accounts
      receivable
                          2
                          
                          $
                          2,092,097
                          
                          
                          $
                          2,092,097
                          
                          
                          $
                          811,009
                          
                          
                          $
                          811,009Line
      of credit
                          2
                          
                          $
                          2,136,960
                          
                          
                          $
                          2,136,960
                          
                          
                          $
                          674,600
                          
                          
                          $
                          674,600Accounts
      payable
                          2
                          
                          $
                          1,767,618
                          
                          
                          $
                          1,767,618
                          
                          
                          $
                          1,932,683
                          
                          
                          $
                          1,932,683Accrued
      liabilities
                          2
                          
                          $
                          739,628
                          
                          
                          $
                          739,628
                          
                          
                          $
                          1,016,220
                          
                          
                          $
                          1,016,220Due
      to related parties
                          2
                          
                          $
                          95,354
                          
                          
                          $
                          95,354
                          
                          
                          $
                          268,484
                          
                          
                          $
                          268,484Long
      term debt
                          2
                          
                          $
                          458,236
                          
                          
                          $
                          458,236
                          
                          
                          $
                          641,371
                          
                          
                          $
                          641,371
  The
following method was used to estimate the fair values of our financial
instruments:
 
 The
carrying amount approximates fair value because of the short maturity of the
instruments.
 
 18
 
 Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 
 Forward
Looking Statements
 
 The
discussion contained herein is for the three and nine months ended December 31,
2010 and 2009. The following discussion should be read in conjunction with the
Company’s condensed consolidated financial statements and the notes to the
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q for the quarterly period ended December 31,
2010.  In addition to historical information, this section contains
“forward-looking” statements, including statements regarding the growth of
product lines, optimism regarding the business, expanding sales and other
statements. Words such as expects, anticipates, intends, plans, believes, sees,
estimates and variations of such words and similar expressions are intended to
identify such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks and uncertainties that are
difficult to predict. Actual results could vary materially from the description
contained herein due to many factors including continued market acceptance of
our products. In addition, actual results could vary materially based on changes
or slower growth in the oral care and cosmetic dentistry products market; the
potential inability to realize expected benefits and synergies; domestic and
international business and economic conditions; changes in the dental industry;
unexpected difficulties in penetrating the oral care and cosmetic dentistry
products market; changes in customer demand or ordering patterns; changes in the
competitive environment including pricing pressures or technological changes;
technological advances; shortages of manufacturing capacity; future production
variables impacting excess inventory and other risk factors.  Factors
that could cause or contribute to any differences are discussed in “Risk
Factors” and elsewhere in the Company’s annual report on Form 10-K filed on July
13, 2010 with the Securities and Exchange Commission.  Except as
required by applicable law or regulation, the Company undertakes no obligation
to revise or update any forward-looking statements contained in this Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 2010. The
information contained in this Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2010 is not a complete description of the Company’s
business or the risks associated with an investment in the Company’s common
stock. Each reader should carefully review and consider the various disclosures
made by the Company in this Quarterly Report on Form 10-Q and in the Company’s
other filings with the Securities and Exchange Commission.
 
 Overview
 
 We
specialize in the research, development, and manufacturing of oral care and
cosmetic dentistry products.  We are one of the leading manufacturers
of cosmetic dentistry products in Europe.  Leveraging our knowledge of
regulatory requirements regarding dental products and management’s experience in
the needs of the professional dental community, we design, develop, manufacture
and distribute our cosmetic dentistry products, including a full line of
professional dental products that are distributed in Europe, Asia and the United
States.  We manufacture many of our products at our facility in
Deurle, Belgium as well as outsourced manufacturing in China.  We
distribute our products using both our own internal sales force and through the
use of third party distributors.
 
 19
 Result
of Operations
 
 Comparative
detail of results as a percentage of sales, is as follows:
 
 For the three months ended
                                  December
      31,
                                
                                
                                For the nine months ended
                                  December
      31,2010
                                
                                
                                2009
                                
                                
                                2010
                                
                                
                                2009NET
      SALES
                                
                                
                                100.00
                                %
                                
                                
                                100.00
                                %
                                
                                
                                100.00
                                %
                                
                                
                                100.00
                                %COST
      OF SALES
                                
                                
                                28.05
                                %
                                
                                
                                53.01
                                %
                                
                                
                                26.77
                                %
                                
                                
                                58.36
                                %GROSS
      PROFIT
                                
                                
                                71.95
                                %
                                
                                
                                46.99
                                %
                                
                                
                                73.23
                                %
                                
                                
                                41.64
                                %OPERATING
      EXPENSESResearch
      and development
                                
                                
                                4.36
                                %
                                
                                
                                8.19
                                %
                                
                                
                                3.26
                                %
                                
                                
                                4.01
                                %Sales
      and marketing
                                
                                
                                19.38
                                %
                                
                                
                                21.98
                                %
                                
                                
                                15.70
                                %
                                
                                
                                15.43
                                %General
      and administrative
                                
                                
                                36.20
                                %
                                
                                
                                58.08
                                %
                                
                                
                                36.63
                                %
                                
                                
                                55.59
                                %Depreciation
      and amortization
                                
                                
                                5.49
                                %
                                
                                
                                11.28
                                %
                                
                                
                                5.75
                                %
                                
                                
                                9.67
                                %TOTAL
      OPERATING EXPENSES
                                
                                
                                65.44
                                %
                                
                                
                                99.53
                                %
                                
                                
                                61.34
                                %
                                
                                
                                84.70
                                %INCOME
      (LOSS) FROM OPERATIONS
                                
                                
                                6.52
                                %
                                
                                
                                (52.54
                                )%
                                
                                
                                11.90
                                %
                                
                                
                                (43.06
                                )%Other
      income (expense)
                                
                                
                                (1.28
                                )%
                                
                                
                                (2.24
                                )%
                                
                                
                                (0.19
                                )%
                                
                                
                                (3.01
                                )%NET
      INCOME (LOSS) BEFORE TAX
                                
                                
                                5.24
                                %
                                
                                
                                (54.78
                                )%
                                
                                
                                11.71
                                %
                                
                                
                                (46.07
                                )%INCOME
      TAXES
                                
                                
                                (2.81
                                )%
                                
                                
                                —
                                
                                
                                
                                (1.44
                                )%
                                
                                
                                —Net
      income (loss) attributable to Non-controlling interest
                                
                                
                                1.90
                                %
                                
                                
                                (9.19
                                )%
                                
                                
                                4.85
                                %
                                
                                
                                (7.55
                                )%INCOME
      (LOSS) ATTRIBUTABLE TO REMEDENT SHAREHOLDERS
                                
                                
                                0.53
                                %
                                
                                
                                (45.59
                                )%
                                
                                
                                5.42
                                %
                                
                                
                                (38.52
                                )%
 
 Net
Sales
  We
experienced a sales increase for the three months ended December 31, 2010 of
$1,414,375 or 77.1%, to $3,248,396 as compared to $1,834,021 for the three
months ended December 31, 2009.  The increase in sales was mainly due to
increased sales in the Asian GlamSmile facilities in Beijing and Hong
Kong.  Our sales also increased as a result of the launch of new
higher margin, OTC products.
 
 We
experienced a sales increase for the nine months ended December 31, 2010 of
$4,011,583 or 69.5%, to $9,786,708 as compared to $5,775,125 for the nine months
ended December 31, 2009.  As noted above, the increase in sales was mainly
due to increased sales in the Asian GlamSmile facilities in Beijing and Hong
Kong and our new OTC products which have been well received.
  Cost
of Sales
  Our cost
of sales decreased for the three months ended December 31, 2010 by $61,050 or
6.3% to $911,197 as compared to $972,247 for the three months ended December 31,
2009. Cost of sales, as a percentage of net sales, has decreased to 28.05% in
the quarter ended December 31, 2010 as compared to 53.01% in the quarter ended
December 31, 2009.   Cost of sales as a percentage of sales has
decreased because of reduced production costs of our veneer
product.
  Cost
of sales decreased for the nine months ended December 31, 2010 by $751,015 or
22.3% to $2,619,476 as compared to $3,370,491 for the nine months ended December
31, 2009.  Cost of sales, as a percentage of net sales, has decreased
to 26.77% in the nine month period ended December 31, 2010 as opposed to 58.36%
in the nine month period ended December 31, 2009.  As noted above,
cost of sales as a percentage of sales has decreased primarily because of
reduced production costs for our veneer product.
  20
 
 We
continue to closely monitor and look for new strategies to optimize and improve
our current processes in order to decrease our costs.
 
 Gross
Profit
 
 Our
gross profit increased by $1,475,425 or 171.2%,  to $2,337,199 for the
three month period ended December 31, 2010 as compared to $861,774 for the three
month period ended December 31, 2009. Our gross profit as a percentage of sales
increased to 71.95% in the three months ended December 31, 2010 as compared to
46.99% for the three months ended December 31, 2009. The increase in gross
profit is the result of our sales in our Asian facilities where we sell direct
instead of indirect, thereby creating higher margins. Also, the launch of new
higher margin OTC products had a positive impact upon our gross
profit.
 
 Our gross
profit increased by $4,762,598 or 198.1%, to $7,167,232 for the nine month
period ended December 31, 2010 as compared to $2,404,634 for the nine month
period ended December 31, 2009. Our gross profit as a percentage of sales
increased to 73.23% in the nine months ended December 31, 2010 as compared to
41.64% for the nine months ended December 31, 2009.  As noted above, the
increase in gross profit is the result of our sales in our Asian facilities
where we sell direct instead of indirect, thereby creating higher margins. Also,
the launch of new higher margin OTC products had a positive impact upon our
gross profit.
 
 Operating
Expenses
  Research and Development . Our
research and development expenses decreased by $8,538 or 5.7% to $141,687 for
the three months ended December 31, 2010 as compared to $150,225 for the three
months ended December 31, 2009.   We are in the final phase of
completing the protocol to optimize the functioning of the Milling
Machine.  As a result, our related Research and Development costs have
decreased.
 
 Our
research and development expenses increased by $87,881 or 37.9% to $319,226 or
38%, for the nine months ended December 31, 2010 as compared to $231,345 for the
nine months ended December 31, 2009.  Research and development has
increased mainly because of work related to the new milling machine and the
“First-Fit Concept”, as noted above.
 
 Sales and marketing costs .
Our sales and marketing costs increased by $226,483 or 56.2%, to $629,654 for
the three months ended December 31, 2010 as compared to $403,171 for the three
months ended December 31, 2010. The increase is largely due to our new Asian
GlamSmile Sales Facilities.
 
 Our sales
and marketing costs increased by $645,462 or 72.4%, to $1,536,644 for the nine
months ended December 31, 2010 as compared to $891,182 for the nine months ended
December 31, 2009. The increase is largely due to market efforts associated with
our new Asian GlamSmile Sales Facilities.
  General and administrative
costs . Our general and administrative costs for the three months ended
December 31, 2010 and 2009 were $1,176,078 and $1,065,114, respectively,
representing an increase of $110,964 or 10.4%. The increase is largely due
to market efforts associated with our new Asian GlamSmile Sales
Facilities.
 
 Our
general and administrative costs for the nine months ended December 31, 2010 and
2009 were $3,584,387 and $3,210,512 respectively, representing an increase of
$373,875 or 11.6%.  Our general and administrative costs have increased
primarily as a result of costs associated with our Asian GlamSmile
facilities.
  21
 
 Depreciation and
amortization.   Our depreciation and amortization
decreased $28,635 or 13.8%, to $178,288 for the three months ended December 31,
2010 as compared to $206,923 for the three months ended December 31,
2009.   The decrease is largely due to the complete amortization of
previous investments in machinery and equipment.
 
 Our
depreciation and amortization increased $4,234 or 0.8%, to $562,515 for the nine
months ended December 31, 2010 as compared to $558,281 for the nine months ended
December 31, 2009.  The increase is largely because of amortization
and depreciation associated with our Asian GlamSmile Production Lab in
Beijing.
 
 Other
income (expense). Our other income (expense) was
$(41,550) for the three months ended December 31, 2010 as compared to $(41,086)
for the three months ended December 31, 2009, an increase in expense of
$464.
 
 Our other
(expense) for the nine months ended December 31, 2010 decreased by $154,629,
from ($173,669) to $(19,040) primarily because no warrants were issued in the
nine months ended December 31, 2010.
 
 Internal
and External Sources of Liquidity
 
 As of
December 31, 2010, we had current assets of $6,941,926 compared to $4,502,576 at
March 31, 2010. This increase of $2,439,350 was primarily due to an increase in
cash of $1,123,844 and an increase in accounts receivable of $1,285,166. Current
liabilities at December 31, 2010 were $4,794,179 as compared to $3,582,793 at
March 31, 2010.  The increase in current liabilities of $1,211,386 was
primarily as a result of the increase in use of our line of credit by
$1,462,360, offset by a total decrease in accounts payable, accrued liabilities
and amounts due to related parties of $90,104, and a decrease in the current
portion of the long term debt of $160,870.
 
 The
increase in our use of our line of credit is approximately equal to the
decrease in our accounts payable and the increase in our accounts
receivable.  At December 31, 2010 we believe we have approximately
$868,000 available under our line of credit.
 
 As of
December 31, 2010, we had cash and cash equivalents of $1,737,310. We believe
that these balances, along with our line of credit, will provide sufficient
financing in order to fund our working and other capital requirements over the
course of the next twelve months. We will continue to review our expected
cash requirements, make all efforts to collect any aged receivables, and take
appropriate cost reduction measures to ensure that we have sufficient
working capital to fund our operations. In the event additional needs for cash
arise, we may seek to raise additional funds from a combination of sources
including issuance of debt or equity securities. Additional financing may not be
available on terms favorable to us, or at all. Any additional financing activity
could be dilutive to our current stockholders. If adequate funds are not
available or are not available on acceptable terms, our ability to take
advantage of unanticipated opportunities or respond to competitive pressures
could be limited.
 
 At this
time, we do not expect to purchase or sell any property or equipment over the
next 12 months. We do not currently expect a significant change in the number of
its employees over the next 12 months.
 
 Cash
and Cash equivalents
 
 Our
balance sheet at December 31, 2010 reflects cash and cash equivalents of
$1,737,310 as compared to $613,466 as of March 31, 2010, an increase of
$1,123,844. The increase of cash and cash equivalents is primarily as a result
of  increased sales, combined with an increase in the use of our line
of credit, as described above.
  22
 
 Operations
 
 Net cash
provided by operations was $201,924 for the nine months ended December 31, 2010
as compared to net cash used by operations of $651,757 for the nine months ended
December 31, 2009. The increase in net cash provided by operations for the nine
months ended December 31, 2010 as compared to the nine months ended December 31,
2009 is primarily as a result of our success in the Asian market, combined with
the success of our newly launched OTC products, which have been very well
received.
 
 Investing
activities
  Net cash
used in investing activities totaled $335,684 for the nine months ended December
31, 2010 as compared to net cash used in investing activities of $550,974 for
the nine months ended December 31, 2009. Cash used in the nine months ended
December 31, 2010 was mainly for additional equipment for the production of
veneers. Cash used in the nine months ended December 31, 2009 was mainly for
machinery and related software to support our increasing number of veneer
designers.
 
 Financing
activities
 
 Net cash
provided by financing activities totaled $1,333,844 for the nine months ended
December 31, 2010, as compared to $689,533 for the nine months ended December
31, 2009.  The increase in the net cash provided by financing
activities in the nine month period ended December 31, 2010 was primarily the
result of increased use of our line of credit.
 
 During
the nine months ended December 31, 2010 and December 31, 2009, we recognized a
(decrease)/ increase in cash and cash equivalents of $(76,240) and $92,158,
respectively, from the effect of exchange rates between the Euro and the US
Dollar.
  Off-Balance
Sheet Arrangements
  At
December 31, 2010, we did not have any transactions, obligations or
relationships that could be considered off-balance sheet
arrangements.
 
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk
 
 Not
Applicable.
 
 Item
4T.  Controls and Procedures
 
 Disclosure
Controls and Procedures
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized,
and reported within the required time periods and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure.  In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can only provide
reasonable assurance of achieving the desired control objective, and management
is required to exercise its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
  23
 
 Management conducted an evaluation, under the supervision
and with the participation of the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2010.  Based on
this evaluation, the Chief Executive Officer and the Chief Financial Officer
have concluded that our disclosure controls and procedures were effective as of
December 31, 2010.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
have been no material changes in our  internal controls over financial
reporting identified in connection with the evaluation of disclosure controls
and procedures discussed above that occurred during the quarter ended December
31, 2010 or subsequent to that date that have materially affected, or are
reasonably likely to materially affect, our  internal control over
financial reporting.
 
 PART
II - OTHER INFORMATION
 
 Item
1.  Legal Proceedings
  To the
best knowledge of management, there are no material legal proceedings pending
against the Company.
 
 Item
1A.  Risk Factors
 
 Not
Applicable.
 
 Item
2.   Unregistered Sales of Equity Securities and Use of
Proceeds
  None.
 
 Item
3.  Defaults Upon Senior Securities
 
 None.
 
 Item
4.  [Removed and Reserved]
 
 Item
5.  Other Information
  None.
  24
 
 Item
6.  Exhibits
 EXHIBIT
INDEX
 
 Exhibit No
                  
                  Description31.1
                  
                  Certifications
      of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley
      Act.*31.2
                  
                  Certifications
      of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley
      Act.*32.1
                  
                  Certifications
      of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley
      Act.*32.2
                  
                  Certifications
      of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley
      Act.*
  
  * Filed
herewith.
 
 25
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  REMEDENT,
      INC.Date:    February
      14, 2011
                  By:
                  /s/
      Guy De VreeseName:  Guy
      De VreeseTitle: 
       Chief Executive Officer
                    (Principal Executive Officer)Date:    February
      14, 2011
                  By:
                  /s/
      Stephen RossName:  Stephen
      RossTitle:  
      Chief Financial Officer
                    (Principal Accounting
Officer)
 
 26