SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB-A


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

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

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


                                REMEDENT USA, INC
--------------------------------------------------------------------------------
        (exact name of small business issuer as specified in its charter)


              Nevada                                         86-0837251
--------------------------------                    ----------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization.)                          Identification No.)


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


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

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

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 9-30-00 : 12,989,470 shares
                                          --------------------------------------

Transitional Small Business Disclosure Format (check one):  Yes       No  X .
                                                                ----     ----


<PAGE>
<TABLE>
<CAPTION>


                               REMEDENT USA, INC.
                             CONDENSED CONSOLIDATED
                                 BALANCE SHEETS
                                   (Unaudited)

      ASSETS
                                                                   September 30,        March 31, 2000
                                                                       2000                 2000
                                                             ------------------------------------------
      <S>                                                               <C>                  <C>

      CURRENT ASSETS
         Cash and cash equivalents                                      $  19,854              $ 8,125
         Accounts receivable, net                                          16,254               40,897
         Due from related parties                                          45,793               16,919
         Inventories, net                                                 112,594              153,712
         Prepaid expenses                                                   1,211                  536
         ----------------------------------------------------------------------------------------------
            TOTAL CURRENT ASSETS                                          195,706              220,189

      Property and Equipment, net                                          26,278               31,795

      OTHER ASSETS
         Patents, net of accumulated amortization                          27,644               28,274
         Other assets                                                       7,782                4,782
         ----------------------------------------------------------------------------------------------
            TOTAL OTHER ASSETS                                             35,426               33,056

         ----------------------------------------------------------------------------------------------
              TOTAL ASSETS                                              $ 257,410            $ 285,040
         ==============================================================================================

</TABLE>

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

<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                 September 30,        March 31, 2000
                                                                      2000
                                                           ------------------------------------------
      <S>                                                            <C>                 <C>
      CURRENT LIABILITIES
         Accounts payable                                              $ 379,465           $ 396,208
         Notes payable-related parties                                   153,120              37,096
         Accrued salaries - officers                                     125,767              85,567
         Accrued liabilities                                             171,108             154,110
         Customer Deposits                                                                     8,892
         Royalty payable                                                  44,276              40,754
         Current portion capital lease                                       575               1,629
         Note payable-Union Bank                                          46,994              50,000
         -----------------------------------------------------------------------------------------------
            Total current liabilities                                    921,305             774,256

      Long Term Liabilities and Capital Leases,                                0                   0
      net of current portion
      --------------------------------------------------------------------------------------------------
           TOTAL LIABILITIES                                             921,305             774,256

      Stockholders'Equity (Deficit)
         Common stock                                                     12,989              12,685
         Additional paid in capital                                    1,628,718           1,446,018
         Prepaid services for stock                                            0             (12,983)
         Accumulated deficit                                          (2,305,602)         (1,934,936)
         -----------------------------------------------------------------------------------------------
           Total stockholders'equity (deficit)                          (663,895)           (489,216)
         -----------------------------------------------------------------------------------------------
              Total Liabilities and Stockholders' Equity               $ 257,410           $ 285,040
              (Deficit)
         ===============================================================================================
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>
<TABLE>
<CAPTION>



                               Remedent USA, Inc.
                       Statement of Operations (Unaudited)

                                               Three months                                      Six months
                                                  ending                                           ending
                                              September 30,                                     September 30,
                                  -------------------------------------------------------------------------------------
                                         2000                     1999                     2000                 1999
                                  -------------------------------------------------------------------------------------
  <S>                               <C>                       <C>                      <C>                  <C>
  Revenues
         Sales                        $ 42,261                 $ 104,742                $ 242,314             $293,602
         --------------------------------------------------------------------------------------------------------------
            Total Revenue               42,261                   104,742                  242,314              293,602

  Cost of Goods Sold                    11,763                    21,436                   76,283               98,820

         --------------------------------------------------------------------------------------------------------------
            Gross profit                30,498                    83,306                  166,031              194,782

  Operating Expenses
         Research and                   15,160                    18,580                   30,245               28,711
         development
         Sales and                      34,818                   195,659                  233,382              239,880
         marketing
         General and                    66,440                    73,923                  141,879              191,228
         administrative
         Depreciation and                3,328                     2,736                    6,657                5,472
         amortization

         --------------------------------------------------------------------------------------------------------------
            Total operating            119,746                   290,898                  412,163              465,291
         expenses

         --------------------------------------------------------------------------------------------------------------
              Net (loss) from          (89,248)                 (207,592)                (246,132)            (270,509)
         operations

  Other Income (Expenses)
         Interest income                    69                        65                      137                  208
         Interest expense              (59,363)                   (1,733)                (121,581)              (3,042)
         Other                           2,254                                             (3,090)
         income/expense
         --------------------------------------------------------------------------------------------------------------
            Total other income         (57,040)                   (1,668)                (124,534)              (2,834)
         (expenses)

         --------------------------------------------------------------------------------------------------------------
         Net (loss) before            (146,288)                 (209,260)                (370,666)            (273,342)
         taxes

  State Income Taxes                         0                         0                        0                    0

         --------------------------------------------------------------------------------------------------------------
              Net (loss)            $ (146,288)                $(209,260)               $(370,666)           $(273,342)
         ================================================================----------------------------------------------

         (Loss) per share               (0.01)                    (0.02)                   (0.03)                (0.02)

         Weighted average           12,738,050                12,685,303               12,989,470           12,561,603
         shares outstanding

</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>

<TABLE>
<CAPTION>


                               Remedent USA, Inc.
                             Statement of Cash Flows
                                   (Unaudited)
                         Six Months Ended September 30,

                                                                               2000              1999
                                                                         ---------------------------------
<S>                                                                    <C>               <C>
Cash Flows From Operating Activities
     Net loss                                                          $      (370,666)  $      (273,342)

     Adjustments  to  reconcile  net income to net cash
     provided  by  operating activities:
         Depreciation and amortization                                           6,657             5,472
         Stock for services                                                     12,983            74,501
         Beneficial Conversion Feature                                         103,200
         Changes in:
           Accounts receivable                                                  24,643           (24,029)
           Inventory                                                            41,118            43,497
           Prepaid expenses                                                       (675)           (4,009)
           Accounts payable                                                     63,061           112,985
           Accrued liabilities                                                  57,198            41,416
           Customer deposits                                                    (8,892)                0
           Royalties payable                                                     3,522             9,996
----------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                          (67,851)          (13,513)

Cash Flows from Investing Activities
         Patents                                                                  (510)
         Equipment                                                                               (10,291)
         Deposits                                                               (3,000)
         Notes to related parties                                              (28,874)           (9,174)
----------------------------------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities                               (32,384)          (19,465)

Cash Flows from Financing Activities
         Lease payments                                                         (1,054)           (1,006)
         Proceeds of notes and debenture                                       116,024             8,563
         Officer loans (repayments)                                                  0                 0
         Note payments                                                          (3,006)                0
----------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                      111,964             7,557

         Net Increase in Cash                                                   11,729           (25,421)

     Cash, beginning of the year                                                 8,125            89,382
----------------------------------------------------------------------------------------------------------
     Cash, September 30                                                         19,854   $        63,961
==========================================================================================================

Supplemental Non Cash Investing and Financing Activities:

         The Company issued 304,167 shares of stock in lieu of paying an account
         payable for $79,805.00.

Supplemental Information:
         Interest paid                                                           $ 479             $   -
         Taxes paid                                                              $   -             $   -

</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>

<TABLE>
<CAPTION>


                               Remedent USA, Inc.
              Statement of Changes in Stockholders Equity (Deficit)
                                   (Unaudited)


                                                   Common Stock              Additional     A/P      Accumulated
                                                                              Paid-in
Date                     Description          Shares         Dollars          Capital                  Deficit             Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>            <C>             <C>            <C>       <C>                <C>
June 30, 2000           Balance              12,985,303     $ 12,985        $ 1,578,223    $(0)      $ (2,159,314)      $ (568,106)
------------------------------------------------------------------------------------------------------------------------------------
July 1, 2000              Shares for Services     4,167     $      4        $       496                                 $      500

August 21, 2000           Debenture                                         $    15,000                                 $   15,000

August 23, 2000           Debenture                                         $     5,000                                 $    5,000

September 1, 2000         Debenture                                         $     5,000                                 $    5,000

September 25, 2000        Debenture                                         $    25,000                                 $   25,000

September 30,2000         Net Loss                                                                    $  (146,288)      $ (146,288)

------------------------------------------------------------------------------------------------------------------------------------
September 30, 2000 Balance                   12,989,470     $ 12,989        $ 1,628,719    $(0)       $(2,305,602)      $ (663,894)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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



<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

NOTE 1  CONDENSED FINANCIAL STATEMENTS

A.  Disclosure

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  These  financial  statements  should be read in
conjunction with the Form 10-SBA-A3 Filed January 17, 2001.

B.  Management's Representation

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


                               REMEDENT USA, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.       Basis of Preparation

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

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

2.       Cash and Cash Equivalents

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

3.       Accounts Receivable

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

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

4.             Inventories

Inventories are stated at lower of cost (weighted average) or market.  Inventory
costs include material, labor and manufacturing overhead.  Individual components
of inventory are listed below at September 30, 2000 and 1999 as follows:

                                             2000              1999
                                            ------             ----
         Inventory-Supplies              $  32,628         $   5,397
         Displays and Raw Materials      $  53,438         $  43,257
         Finished Goods                  $  26,528         $  78,984
                                         ---------         ---------
         Total                           $ 112,594         $ 127,638

5.            Patents

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

                                            2000               1999
                                           -----               ----
         Patent                          $  34,709         $  34,199
         Accumulated amortization        $   7,065         $   4,785
                                         ---------        ----------
         Patents, net                    $  27,644         $  29,414

6.            Net Loss Per Share

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

7.       Impact of Recently Issued Accounting Standards

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

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

8.       Going Concern

The  Company  has  sustained  substantial  net  losses  since its  inception  in
September 1996. In addition,  as of September 30, 2000 the Company had a working
capital deficit totaling $725,599 and a shareholders deficit of $663,895.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern. The Company is currently working with various groups in an effort
to raise significant  working capital and completion of the Company's  marketing
plan.

9.  Related Party Transactions

The Company's  headquarters in California occupy  approximately 1000 square feet
of Rebecca M. Inzunza's, an officer shareholder,  primary residence that total's
4,000 square feet.  Rent paid directly to Ms.  Inzunza each monthly is currently
$655.

The  Company  has  borrowed  various  amounts  totaling  $103,200  from  several
stockholders to meet the current financial obligations of the Company. The notes
are unsecured,  due on demand and include interest at 10% per annum. The Company
may continue to borrow from  shareholders and officers to meet current financial
needs.

10.  Other Information

In an effort to provide additional exposure of the Company's unique product, the
Company does  provide,  to certain  first time buyers,  all dental  professional
customers,  and all  international  customers,  an  opportunity  to acquire  the
product  with  certain  special  marketing  discounts.  The Company  views these
discounts  not as sales  discounts  but as a method of marketing its products to
customers that may not otherwise purchase the product. These discounts should be
deducted from sales to evaluate the exact sales number. Beginning April 1, 2001,
the  accounting  procedure for posting sales will reflect the actual sales price
and not the Company's standard blanket cost to all buyers.

<PAGE>




ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OEPRATIONS

OVERVIEW

         Other than $50,000 raised through convertible debentures,  our plans to
raise additional  capital have not materialized and our ability to continue as a
going concern is in further jeopardy.  Net sales decreased $62,481 for the three
months  ending  September  30,  2000 when  compared  to the three  months  ended
September 30, 1999,  and decreased  $51,288 for the six months ending  September
30, 2000 when  compared to the six months ended  September  30, 1999.  Net sales
were approximately $11,619 for the month of September 2000.

         Total assets  decreased by $27,630 from  $285,040 at fiscal year ending
March 31, 2000 to $257,410 in September 30, 2000.  Accounts  receivable  totaled
$16,254 on September  30, 2000  primarily due to lack of sales and the fact that
international sales are conducted on a cash basis only. Amounts due from related
parties  increased  $28,874 from $16,919 at fiscal year ending March 31, 2000 to
$45,793 for September 30, 2000.  The increase in notes from related  parties are
loans to three officers. One loan in the amount of $2,324 was paid in full as of
the filing of this 10QSB.

         Inventory  decreased  $41,118 from $153,712 at fiscal year ending March
31,  2000 to  $112,594  on  September  30,  2000,  due to minimal  sales and the
continual replenishing of blister packaging only on an as needed basis.

         Liabilities increased $147,049 when comparing $921,305 at September 30,
2000 to  $774,256  at fiscal  year  ending  March  31,  2000.  Accounts  payable
decreased  $16,743  from  $396,208  at fiscal  year  ending  March  31,  2000 on
September 30, 1999 to $379,465 on September  30, 2000.  This is primarily due to
increases in sales and marketing expenses.

         Accrued  liabilities  increased  by $16,998  due to accrued  employee's
salaries,  and interest.  Royalties  payable increased $3,522 or 9%, for the six
month period ending September 30, 2000 and is based on net sales.

         The company is  aggressively  working  towards a contingency  marketing
plan that would involve turning  marketing and distribution in its entirety over
to a well-established  oral care distributing  company.  Several candidates have
been  identified.  The Company is currently  negotiating  with one such company,
Breath Asure,  Inc. If the Company is successful in completing an agreement with
Breath Asure or similar  company,  advertising and all other such expenses would
no longer be a burden on the  Company  and  other  operating  expenses  would be
significantly  reduced as well since the new  distributing  company would handle
all marketing,  distribution  and fulfillment  activities.  However,  until such
contingency  plan is finalized,  our current  marketing  plan is effective  but,
temporarily curtailed until we can raise sufficient capital to support it.

         In  further  effort  to  reduce  costs,  Rebecca  Inzunza  has  assumed
responsibilities  of both CEO and CFO,  replacing  Steve  Grassbaugh as our CFO.
Once the Company has adequate funding, a CFO will be hired.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE THREE
MONTHS ENDED SEPTEMBER 30, 1999

         Net Sales.  Our net sales for the three months ended September 30, 2000
totaled  $42,261,  compared to $104,742 for the three months ended September 30,
1999,  reflecting  a decrease  of $62,481 or 60%.  Our sales  decrease  occurred
primarily  because  our cash  shortfall  has  made it  virtually  impossible  to
purchase advertising, delays in implementing the market expansion plan including
redesign of the package.  Additionally, as of July 31, 2000, we have temporarily
curtailed our marketing  operations,  which also caused a decrease in net sales.
Absent substantial additional funding, we expect that our sales will continue to
decline as we deplete our  remaining  inventories.  For the three  month  period
ending  September 30, 1999,  international  sales totaled $10,233 with $5,408 or
53% applied to promotional  discounts  compared to the three month period ending
September 30, 2000, which totaled $4,514 in international sales with promotional
discounts of $2,470 or 55% applied.

         In an effort to provide  additional  exposure of the  Company's  unique
product,  the Company does  provide,  to certain  first time buyers,  all dental
professional  customers,  and all  international  customers,  an  opportunity to
acquire the product with certain special marketing discounts.  The Company views
these discounts not as sales discounts but as a method of marketing its products
to customers that may not otherwise purchase the product.  Promotional discounts
for the three month period ending September 30, 2000 totaled  $16,313,  which is
included  within sales and  marketing  expenses.  This amount should be deducted
from sales to evaluate  the exact sales  number.  Beginning  April 1, 2001,  the
accounting  procedure  for posting sales will reflect the actual sales price and
not the Company's standard blanket cost to all buyers.

         Cost of goods sold.  Cost of goods sold during the three  months  ended
September 30, 2000 totaled $11,763 or 28% of net sales, reflecting a decrease of
$9,673 or 45% over the  comparable  three months ending  September 30, 1999. Our
cost of goods decrease is directly  related to the decrease in sales.  Our gross
margin was 72% for the three months  ended  September  30, 2000  compared to our
gross margin of 80% for the three months ended September 30, 1999. This increase
in percentage is directly related to the higher cost for the package redesign.

         Operating  expenses.  Our sales and  marketing  expenses  decreased  to
$34,818  during the three months ended  September  30, 2000 compared to $195,659
for the three months  ending  September 30, 1999.  The largest  component of our
sales and marketing  expenses for the three months ended  September 30, 2000 was
in advertising and promotional  discounts.  As a percentage of net sales,  sales
and marketing expenses are 82% for the three months ended September 30, 2000, as
compared to 187% for the three months ended  September 30, 1999.  The percentage
decrease is primarily due to a reduction in sales and marketing expenses, sales,
and the slowing of the marketing expansion plan.

         General and administrative  expenses decreased to $66,440 for the three
months  ended  September  30,  2000  from  $73,923  for the three  months  ended
September  30,  1999.  The  decrease  is  primarily  due to a  reduction  in the
workforce and temporarily  curtailing our marketing operations.  As a percentage
of net sales, general and administrative expenses were 157% for the three months
ended  September  30,  2000,  as  compared  to 71% for the  three  months  ended
September  30, 1999.  The  percentage  increase is primarily  attributable  to a
reduction in sales.

         Interest  expense.  Interest  expense was $59,363 for the three  months
ending  September  30,  2000 as compared  to $1,733 for the three  months  ended
September  30,  1999.  The  increase  in  interest   expense  for  2000  related
principally to $50,000 for one time interest expense accrual associated with the
convertible debentures

         SIX MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO THE SIX
MONTHS ENDED SEPTEMBER 30, 1999

         Net sales. Our net sales decreased to $242,314 for the six months ended
September 30, 2000  compared to $293,602 for the six months ended  September 30,
1999,  reflecting  a decrease of $51,288 or 17%.  The decrease was the result of
our cash  shortfall,  which has made it virtually  impossible  to implement  the
marketing  expansion  plan.  We expect our sales to decline  without  additional
substantial  funding, as almost all of vendors who supply radio advertising have
ceased all services to us. Additionally, we have temporarily curtailed marketing
expansion plans,  which have also caused a decrease in net sales.  International
sales for the six month period ending  September 30, 2000 totaled  $149,683 with
promotional  discounts  of $86,147 or 58%  applied as  compared to the six month
period ending September 30, 1999, in which  international  sales totaled $16,253
with promotional discounts applied of $8,619 or 53%.

         Cost of goods  sold.  Cost of goods sold  during  the six months  ended
September  30,  2000 was $76,283 or 31% of net sales,  reflecting  a decrease of
$22,537 or 23%. Our cost of goods  decrease is directly  related to the decrease
in  sales.  Our gross  margin  was 69% of net  sales  for the six  months  ended
September  30,  2000 as  compared  to 66% of net sales for the six months  ended
September 30, 1999.

         Operating  expenses.  Our sales and  marketing  expenses  decreased  to
$233,382  during the six months ended  September  30, 2000 from $239,880 for the
six months ended  September  30,  1999.  The decrease is due to increases in new
promotional literature, tradeshow fees, commissions, and advertising, and offset
with  decreases  in  samples,  consulting,  promotional  discounts,  and  public
relations.  Sales and marketing  expenses should fall even further during fiscal
third quarter.  As a percentage of net sales,  sales and marketing expenses were
96% for the six months ended  September 30, 2000, as compared to 82% for the six
months ended September 30, 1999. As our sales decline,  we expect that our sales
and marketing expenses will increase as a percentage of our sales.

         General and  administrative  expenses decreased to $141,879 for the six
months ended September 30, 2000 from $191,228 for the six months ended September
30, 1999. This decrease is due our efforts to downsize and economize  operations
wherever possible. The primary components for the six month ending September 30,
2000 of the decrease  were employee  salaries,  officer's  salaries,  insurance,
royalties,  and rent.  As a  percentage  of sales,  general  and  administrative
expenses  were 59% for the six months ended  September  30, 2000, as compared to
65% for the six months ended September 30, 1999. As our sales decline, we expect
that our general and  administrative  expenses  will increase as a percentage of
our sales.  The decreases in officer's  salaries were due to the  elimination of
the Company's  CFO.  Payroll taxes also  decreased  during the six-month  period
September 30, 2000.

         During the six months ended  September  30,  2000,  our lack of working
capital forced us to downsize our operations and reduce the number of employees.
As a result of our  inability  to return to the  Bulletin  Board,  and to obtain
additional  capital,  we believe that our ability to continue as a going concern
is in jeopardy.

         Interest  expense.  Interest  expense was  $121,581  for the six months
ended  September  30,  2000,  as  compared  to $3,042 for the six  months  ended
September 30, 1999. The increase in interest  expense is related  principally to
$50,000 for the one time interest expense accrual for the convertible debentures
obtained  during the fiscal  second  quarter and $53,200  obtained in the fiscal
first quarter for a total of $103,200.  The additional  interest is for officers
and employee salaries accruing, credit cards, and loans from related parties.

LIQUIDTY AND CAPITAL RESOURCES

         Current  situation.  Our ability to  continue as a going  concern is in
jeopardy.  As of November  30, 2000 we had  approximately  $10,000 of cash.  Our
inventory  is low and in need of  replenishing  to fill  orders.  An  increasing
number of creditors have placed us with collection  agencies.  We are not paying
vendors timely and virtually all vendors have placed us on credit hold until the
Company has paid them in full. In addition,  because we are unable to timely pay
our  creditors,  we face a  possibility  of lawsuits and other  threats of legal
action seeking payment.

         We  historically  financed our operations  primarily  through sales and
loans.  Primary uses of cash have been to fund our  operation to date. If we are
successful in achieving  revenue  growth,  our working  capital  requirement  is
likely to increase.  However,  more recently,  we have been unable to raise cash
through any source.

         During the three month period ending  September  30, 2000,  the Company
borrowed   $50,000  from  various   shareholders  in  the  form  of  convertible
debentures. The debentures are unsecured and bear interest at 10% per annum. The
debentures are due on demand and if no demand is made before the maturity dates,
the debentures  can be converted to stock at 37.5% of the average  trading price
30 days before maturity. The Company has recorded interest expense of $50,000 as
part of the conversion feature of the debenture.


          -------------------------------- ---------------- --------------------
           Date of Debenture                   Amount of        Maturity Date
                                               Debenture
          -------------------------------- ---------------- --------------------
          August 21, 2000                  $     15,000     August 21, 2001
          -------------------------------- ---------------- --------------------
          August 23, 2000                  $      5,000     August 23, 2001
          -------------------------------- ---------------- --------------------
          September 1, 2000                $      5,000     September 1, 2001
          -------------------------------- ---------------- --------------------
          September 25, 2000               $     25,000     September 25, 2001
          -------------------------------- ---------------- --------------------
                       TOTAL               $     50,000
          -------------------------------- ---------------- --------------------


         Net cash provided by our operating expenses during the six months ended
September 30, 2000 was $67,851 as compared to $13,513 used during the six months
ended September 30, 1999. Net cash used by operating  activities  during the six
months ended  September  30, 2000 was  primarily  the result of the loss for the
first six months,  offset by the beneficial conversion feature of the debentures
and increases in accounts  payable and accrued  liabilities.  We continue verbal
communications  with  vendors  on an open  basis,  keeping  them  abreast of our
activities  and as a result,  no legal actions have developed in their effort to
collect past due amounts from the Company.

         Revenues for the six months and three months ended  September  30, 2000
decreased  by  $51,288  or 17%  and  $62,481  or  60%,  respectively,  over  the
comparable  periods a year  earlier.  Decrease in revenue was primarily due to a
decrease in sales.

Net  losses  from  continuing  operations  for the six and  three  months  ended
September 30, 2000 decreased $24,377 and increased $62,972 respectively.

OTHER INFORMATION

         As  stated in or 10SB  registration  statement,  we have a  contingency
marketing  plan that  involves  working  with  existing  oral care  companies to
essentially  become  their  premium  toothbrush  provider.  On November 7, 2000,
Remedent  received a Letter Of Intent from California  based Breath Asure,  Inc.
The letter states that Breath Asure wants negotiations to begin immediately that
will ultimately  result in Breath Asure taking over worldwide  distribution  and
marketing of Remedent Tooth and Gumbrush, either directly or via a joint venture
with Remedent USA, Inc.

         As of January 11, 2001 negotiations  with Breath Asure, Inc.  continue.
Management  anticipates  a mutually  beneficial  agreement  will be reached very
soon. The Company has identified another distributing company candidate that has
expressed  interest in  Remedent.  Should an  agreement  with  Breath  Asure not
materialize,  the Company will aggressively  move towards  negotiations with the
new candidate.

QUARTERLY TRENDS

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



<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

         Exhibit 27        Financial Data Schedule

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

         None



                                   SIGNATURES

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


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



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



Date:    January 17, 2001