SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
[ ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2004
                                       or
[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975

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

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



 Xavier de Cocklaan 42, 9831 Deurle, Belgium                        NA
 -----------------------------------------------                    --
(Address of principal executive offices)                         (Zip code)

                                011-329-321-70-80
                                -----------------
                (Issuer's telephone number, including area code)


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

Number of shares of issuer's  common  stock  outstanding  as of March 31,  2004:
39,579,158.

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

                       DOCUMENTS INCORPORATED BY REFERENCE




<PAGE>


                                TABLE OF CONTENTS

PART I                                                                      PAGE

Item 1   Description of Business...............................................1

Item 2   Properties............................................................7

Item 3   Legal Proceedings.....................................................7

Item 4   Submission of Matters to a Vote of Security Holders...................8

PART II

Item 5   Market for Registrant's Common Equity and Related
         Stockholder Matters...................................................9

Item 6   Management's Discussion and Analysis of
         Financial Condition and Results of Operations........................12

Item 7   Financial Statements.................................................21

Item 8   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure..................................21

Item 8A  Controls and Procedures..............................................22

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act....................22

Item 10  Executive Compensation...............................................24

Item 11  Security Ownership of Certain Beneficial Owners and
         Management...........................................................25

Item 12  Certain Relationships and Related Transactions.......................27

Item 13  Exhibits and Reports on Form 8-K.....................................30

Item 14  Controls and Procedures..............................................31





<PAGE>


                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

History And Organization

Remedent USA, Inc. was incorporated under the laws of Arizona in September 1996.
We  were  initially  formed  for  the  purposes  of  developing,  marketing  and
distributing the Remedent Toothbrush, a single-handle  toothbrush,  gumbrush and
tongue cleaner  designed to improve oral care at an affordable  price.  However,
due to the extremely  cost-intensive nature of retail marketing,  we were unable
to adequately  increase the exposure of this product.  As a result,  we incurred
substantial net losses resulting in working capital and shareholder deficits.

As a result of these substantial net losses, at the beginning of the fiscal year
ended March 31, 2002, we reassessed our  operations  and business  structure and
implemented a complete  corporate  reorganization  plan.  This plan included the
sale of the Remedent Toothbrush division and expansion into diversified business
ventures,  including the  development of  high-technology  dental  equipment for
marketing within the professional  dental market and the acquisition of a dental
employee leasing  concept.  On March 14, 2002, we entered into an Asset Purchase
Agreement  selling our Remedent  Toothbrush  division to Famcare 2000,  LLC (See
"Certain Relationships and Related Transactions")  although this transaction was
not  consummated  until  September  2002,  20 days  following the mailing to our
shareholders  of a  Definitive  Information  Statement  on Schedule 14C for this
transaction.

On July 1,  2001,  in  connection  with this  diversification,  we formed  three
wholly-owned   subsidiaries,   Remedent  Professional  Holdings,  Inc.  ("RPH"),
Remedent  Professional,  Inc.  ("Remedent  Professional") and Remedent N.V., and
began developing  high-technology  dental equipment.  Remedent N.V. is a Belgian
company established to serve as a manufacturer of the dental equipment. Remedent
Professional  was  formed  to  serve  as  a  sales   organization  for  products
manufactured by Remedent N.V. RPH was formed as a holding company.

The Company  retained  Robin List, Guy De Vreese and New Bitsnap N.V. (now named
Lident N.V), a company  controlled by Mr. De Vreese, as consultants to establish
and run Remedent N.V. in Belgium.

On January 15, 2002, Remedent NV acquired International Medical & Dental Support
("IMDS") from a company  controlled by Guy De Vreese,  Lident N.V. (formerly New
Bitsnap, NV.) (See "Certain Relationships and Related Transactions.") IMDS was a
business  concept  and  related  assets  for  dental  practitioner   outsourcing
business.  The idea behind IMDS was to exploit a shortage of dentists in Holland
and a surplus of dentists in Belgium by placing Belgian dentists in Dutch dental
offices. IMDS had no operations or facilities.  The assets we acquired consisted
of the following: a business plan for the concept with supporting market data, a
software package, two staff members who had experience in telemarketing,  a list
of Belgium dentists, a list of Dutch dentists, forms of contracts, and a website
domain  name.  The  consideration  we paid for IMDS was for a total of 6,000,000
shares of our common stock,  valued at $330,000.  The value of the common shares
issued was determined based on the market price of the Company's common stock on
the date of acquisition.


                                       1
<PAGE>


All of our operations are currently conducted through Remedent N.V., of which we
now own approximately 22%. Remedent N.V. is located in Deurle, Belgium. Remedent
Professional,  Inc., and Remedent Professional Holdings, Inc., both wholly-owned
subsidiaries of the Remedent USA, Inc., are both inactive.

Remedent USA, Inc. is now  headquartered in Deurle,  Belgium and has no offices,
or assets in the United States. Remedent USA, Inc.'s only employee in the United
States is Stephen Ross, the Company's Chief Financial Officer.

Our Business

All of our  operations  are  conducted  through our  subsidiary,  Remedent  N.V.
Remedent  N.V., a Belgian  company,  sells  professional  dental  equipment  and
over-the-counter dental products.

We currently  own 22% of Remedent,  N.V. with the other 78% being owned by Robin
List,  and Lausha,  NV, a company  controlled by Guy De Vreese.  Since the other
shareholders  of Remedent NV are  officers  of  Remedent  USA Inc. or  companies
controlled  by  officers  of  Remedent  NV, we believe  that we have  control of
Remedent  NV, as  defined  by  Accounting  Research  Bulletin  51  "Consolidated
Financial Statements." Our Board of Directors and a majority of our shareholders
have approved the  acquisition of the 78% not owned by Remedent,  USA, Inc. such
that Remedent, N.V. will become our wholly-owned  subsidiary.  The consideration
for this 78% will be the  issuance of shares of our common stock equal to 78% of
our issued and  outstanding  shares of common stock  following the  transaction.
(See "Certain Relationships and Related Transactions."

Products

We currently sell the following products:

o    MegaPixel  Diagnostic Digital X-Ray. This digital x-ray system is a digital
     radiography system that captures dental x-ray images in real-time, directly
     onto a computer  system.  This system  allows X-rays to be taken as digital
     photos  without the use of film and X-rays are  immediately  available  for
     viewing without the delays inherent in developing film.

o    RemeCure.  RemeCure is a plasma curing and whitening  unit designed for two
     applications:  quickly curing dental composite materials within seconds and
     for single appointment, in-office whitening in less than forty minutes

o    RemeWhite  Pro  Whitening.  RemeWhite  Pro  Whitening is a  light-activated
     dental  bleaching  treatment  that enables the dentist to whiten  patients'
     teeth in only 60 minutes  without the need for any gingival  protection  of
     any kind.

o    Remedent  Hydrabrush.  The Remedent  Hydrabrush  is a  toothbrush  with six
     brushes and four water jets that all work  simultaneously.  This product is
     for home users and is being marketed through dentists.


                                       2
<PAGE>


o    Remedent  CleverWhite.  Remedent  CleverWhite,  our  newest  product,  is a
     tooth-whitening kit for home users that is being sold through pharmacies in
     Europe.

The  RemeCure,  RemeWhite  Pro-Whitening  and  CleverWhite  are  proprietary  to
Remedent.  We are non-exclusive  distributor of the MegaPixel Diagnostic Digital
X-Ray system and are exclusive European distributor for the Remedent Hydrabrush.

We currently sell all of our professional  dental  equipment  products in Europe
(Norway, Sweden, Denmark, Netherlands,  Belgium, France, Spain, Italy, Portugal,
Austria,  Switzerland,  Germany,  Slovakia,  United  Kingdom,  Hungary,  Latvia,
Russia)  and the  RemeCure  product  in Asia (Hong  Kong,  Japan) and the United
States.

Competition

The dental products market is intensely  competitive.  Within this market, there
are at least 10  companies  which offer  dental  products  that compete with our
products.  Our  competitors  have greater  financial and other  resources,  and,
consequently, are better able to market and generate consumer awareness of their
product.

Within the dental  products  market,  we will be competing with other  companies
primarily on the basis of price,  technology,  customer  service and value-added
services, with our principal competitors being Discuss Dental, Denmat, Dentsply,
Ultradent, Air Techniques, Vivadent, American Dental Technologies,  LumaArch and
BriteSmile. All these competitors market their products on a world-wide scale.

Our latest product,  CleverWhite, is being sold through pharmacies in Europe. In
this market there are at least 5 competitors, such as Proctor & Gamble, Colgate,
GlaxoSmithKlein, Unilever and Gillette (Rembrandt).

Business Strategy

We compete within the  high-technology  dental  equipment market and in the Over
The Counter market  (pharmacies),  both highly competitive  markets.  To compete
within these markets, our business strategy is to:

     o    Strengthen and broaden core brands through  marketing and advertising,
          product development and manufacturing;

     o    Continue to develop and license innovative new dental products to sell
          in our existing and new markets.

     o    Emerge with cutting-edge technology.

     o    Expand our  presence  in all markets in which we compete and enter new
          markets where there are opportunities for growth; and

     o    Continue  to reduce  costs and manage  working  capital,  and  improve
          operating efficiencies, customer service and product quality.


                                       3
<PAGE>

Marketing Strategies

Both  within the dental  equipment  and in the  pharmacy  market,  we market our
technology  through  distributors,  sharing  the  marketing  efforts  with these
distributors  through  attendance  at  dental  and  pharmacy  conferences  and a
combination  of  direct  mail  solicitations,   professional   publications  and
website-based advertising.

In connection with our entrance into the dental  equipment and pharmacy  market,
we continue to analyze the most  cost-effective  manufacturing  and distribution
methods.  The current method entails both turn-key  manufacturing by third-party
manufacturers  with distribution  occurring through both drop shipments from the
manufacturer  and shipments  from our own  facility.  Remecure and RemeWhite Pro
Whitening are being produced  in-house to obtain better  cost-prices and quality
control.

Distribution Methods
We currently  distribute  our dental  equipment  through  shipments from our own
facility located in Deurle, Belgium, to our dental distributors.

We distribute  our  over-the-counter  products  directly from the  facilities of
third  party  fulfillment  companies  to the OTC  distributors.  However,  minor
shipments are distributed from the facilities located in Deurle,  Belgium to the
OTC distributors. This structure gives Remedent the flexibility to handle larger
quantities in a shorter term.

In  general,  it is the  policy of  Remedent  to use the  indirect  distribution
method,  which means that Remedent sell to a local  distributor that sells it to
the  end-customer,  for both dental and OTC  products.  However,  Remedent  does
distribute directly to dentists in it's home market Belgium.

Principal Suppliers

Remedent is  procuring  materials  from a number of  suppliers  for in-house and
outsourced production.

The company relies primarily on the following six suppliers for its products:

Company                             Product                   Payment conditions
------------------------------      --------------------      ------------------
1. Diamond Wipes International      Remedent CleverWhite      Cash on Delivery

2. DucajuPrinting Remedent          CleverWhite               30 days net

3. Carsan Engineering               Remecure                  30 days net

4. Oralbotic Research               Remedent Hydrabrush       Cash On delivery

5. Suni                             Remedent X-Ray            Cash On delivery

6. Plas Pak                         Remedent Pro Whitening    30 days net


                                       4
<PAGE>


While we believe  that our  principal  suppliers of  assembled  components  will
enable us to meet our current and anticipated operational  requirements,  we can
provide no assurance that such availability will continue or that the terms will
remain commercially reasonable.

Major Customers

For the  fiscal  year ended  March 31,  2004,  the  company's  most  significant
customers were: Omega Pharma, Terpager Dental and Hakusui Trading Company. These
customers accounted for 45%, 6% and 5% respectively, of consolidated revenue.

Intellectual Property

We do not believe  that any of our  products  infringe  upon any valid  existing
proprietary rights of third parties,  although we can provide no assurance third
parties will not assert  infringement  claims against us.  Defending such claims
can be both expensive and time-consuming,  and there can be no assurance that we
will be able to successfully  defend against an  infringement  claim. If we were
unsuccessful  in countering an  infringement  claim,  it would have a materially
adverse effect on our business, financial condition, and results of operations.

While  none of our  current  products  qualify  for  patent  protection,  we are
developing  a new dental  tray  system for teeth  whitening  that we believe may
qualify for patent protection in the future. We can provide no assurance that we
will  successfully  develop  this  technology,  that it will  qualify for patent
protection.  Additionally,  we can offer no  assurances  that the steps taken to
protect intellectual  property will be adequate to prevent its misappropriation,
or that our competitors will not  independently  develop products  substantially
equivalent or superior to it.

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

As we market dental products which are legally defined to be medical devices, we
are considered to be a medical device manufacturer and as such we are subject to
the  regulations  of,  among  other  governmental  entities,  the  FDA  and  the
corresponding agencies of the U.S. states and foreign countries in which we sell
our products.  These regulations govern the introduction of new medical devices,
the observance of certain standards with respect to the manufacture and labeling
of medical  devices,  the  maintenance  of certain  records and the reporting of
potential  product  problems  and other  matters.  A failure to comply with such
regulations could have material adverse effects on our business.


                                       5
<PAGE>

The Federal Food, Drug and Cosmetic Act ("FDC Act") regulates medical devices in
the United  States by  classifying  them into one of three  classes based on the
extent of  regulation  believed  necessary to ensure  safety and  effectiveness.
Class I devices  are  those  devices  for which  safety  and  effectiveness  can
reasonably be ensured through general controls, such as device listing, adequate
labeling,  premarket notification and adherence to the Quality System Regulation
("QSR")  as well  as  medical  device  reporting  ("MDR"),  labeling  and  other
regulatory  requirements.  Some  Class I medical  devices  are  exempt  from the
requirement  of  pre-market  approval or  clearance.  Class II devices are those
devices for which safety and effectiveness can reasonably be ensured through the
use of special controls, such as performance standards, post-market surveillance
and patient registries,  as well as adherence to the general controls provisions
applicable to Class I devices. Class III devices are devices that generally must
receive premarket  approval by the FDA pursuant to a premarket  approval ("PMA")
application  to ensure  their  safety and  effectiveness.  Generally,  Class III
devices are limited to life sustaining,  life supporting or implantable devices;
however,  this classification can also apply to novel technology or new intended
uses or applications for existing devices.

Before most  medical  devices can be  marketed  in the United  States,  they are
required by the FDA to secure  either  clearance  of a  pre-market  notification
pursuant to Section 510(k) of the FDC Act (a "510(k)  Clearance") or approval of
a PMA.  Obtaining  approval of a PMA  application  can take  several  years.  In
contrast,  the  process  of  obtaining  510(k)  Clearance  generally  requires a
submission of  substantially  less data and generally  involves a shorter review
period.  Most  Class I and Class II  devices  enter the  market  via the  510(k)
Clearance procedure, while new Class III devices ordinarily enter the market via
the more rigorous PMA procedure. In general,  approval of a 510(k) Clearance may
be obtained if a manufacturer  or seller of medical devices can establish that a
new device is  "substantially  equivalent" to a predicate  device other than one
that has an approved PMA. The claim for  substantial  equivalence may have to be
supported by various types of information,  including clinical data,  indicating
that the device is as safe and  effective  for its  intended  use as its legally
marketed  equivalent  device.  The 510(k)  Clearance is required to be filed and
cleared by the FDA prior to introducing a device into  commercial  distribution.
Market clearance for a 510(k) Notification submission may take 3 to 12 months or
longer.  If the FDA finds that the device is not  substantially  equivalent to a
predicate device, the device is deemed a Class III device, and a manufacturer or
seller is required to file a PMA application.  Approval of a PMA application for
a new medical device usually requires,  among other things,  extensive  clinical
data on the safety and  effectiveness  of the device.  PMA applications may take
years to be approved after they are filed. In addition to requiring clearance or
approval for new medical devices, FDA rules also require a new 510(k) filing and
review period,  prior to marketing a changed or modified  version of an existing
legally marketed device,  if such changes or modifications  could  significantly
affect  the  safety  or  effectiveness   of  that  device.   FDA  prohibits  the
advertisement or promotion of any approved or cleared device for uses other than
those that are stated in the device's approved or cleared application.

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


                                       6
<PAGE>

Costs and Effects of Compliance with Environmental Laws and Regulations

We are not  involved in a business  which  involves  the use of  materials  in a
manufacturing  stage where such  materials are likely to result in the violation
of any existing  environmental rules and/or regulations.  Further, we do not own
any real property,  which would lead to liability as a landowner.  Therefore, we
do not anticipate that there will be any substantial  costs  associated with the
compliance of environmental laws and regulations.

Employees

We currently retain fourteen full-time  employees and one part-time employees in
Belgium, all of which were hired in connection with our entrance into the dental
equipment market. We hire independent  contractors on an "as needed" basis only.
We have no collective bargaining agreements with our employees.  We believe that
our employee relationships are satisfactory.  Long term, we will attempt to hire
additional employees as needed based on our growth rate.

Research and Development

Research  and  Development  (R&D) were  $90,700 and $93,186 for the fiscal years
ended March 31, 2004 and 2003, respectively.

ITEM 2 - DESCRIPTION OF PROPERTY

In Deurle,  Belgium,  we lease  approximately  26,915  square feet of office and
warehouse space on a month-to-month lease, for approximately (euro)6,437 ($8,017
as of March 31, 2004 per month).

ITEM 3 - LEGAL PROCEEDINGS

On July 29,  2003,  The Printing  Connection  made a written  claim  against us,
alleging open book account,  breach of written  contract,  fraud by  intentional
misrepresentation,  and fraud by negligent misrepresentation, for non-payment of
invoices, seeking $21,705. No formal action has been filed in this regard.

On  December  11,  2003,  Jonathan  Marine  alleged a breach of the  Release and
Settlement  Agreement,  dated December 2, 2002,  between us and Jonathan Marine,
however no formal  action has been filed in this  regard and we believe  that we
have not breached the Release and Settlement Agreement.

To the best  knowledge  of  management,  there  are no other  legal  proceedings
pending or threatened against the Company.


                                       7
<PAGE>


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

In March  2004,  a majority  of our  shareholders  executed  a Majority  Written
Consent  of the  Shareholders.  We will not be able to act in  reliance  on this
majority written consent until 20 days following the latter of (i) the filing of
a  Definitive  Information  Statement  on Schedule 14C with the SEC and (ii) the
mailing this Definitive  Information Statement to our shareholders.  In order to
file  this  Definitive  Information  Statement,  we  will  first  need to file a
Preliminary Information Statement and either (i) not receive any SEC comments on
the Preliminary  Information  Statement or (ii)  satisfactorily  address any SEC
comments  received.  Therefore,  we can offer no assurances that the resolutions
contained in the majority  written consent will ever be implemented and have not
retroactively  revised our financial  statements  in  accordance  with SEC Staff
Accounting Bulletin Topic 4C to reflect the effect of the possible reverse stock
split.

Although none of these actions have been consummated prior to the filing of this
Annual Report on Form 10-KSB,  the majority written consent  authorizes us to do
the following:

     o    Acquire the remaining 78% of our  subsidiary,  Remedent N.V that we do
          not now own. We currently own 22% of Remedent, N.V. with the other 78%
          being owned by Robin List, and Lausha,  N.V., a company  controlled by
          Guy De Vreese.  The consideration for this 78% will be the issuance of
          shares of our common stock equal to 78% of our issued and  outstanding
          shares  of common  stock  following  the  transaction.  (See  "Certain
          Relationships and Related Transactions."). Following this acquisition,
          Remedent N.V. would be our wholly-owned subsidiary.

     o    Amend our Articles of  Incorporation to (i) increase the number of our
          authorized   shares  of  Common  Stock  from   50,000,000   shares  to
          200,000,000  shares,  (ii)  implement a one for twenty  reverse  stock
          split,  and (iii) change our name from Remedent USA, Inc. to Remedent,
          Inc.

     o    Work-out past-due obligations using cash and/or common stock.

     o    Following the  implementation of the reverse stock split (so as not to
          be affected by the reverse stock split) implement a 2004 Incentive and
          Nonstatutory  Stock Option Plan,  pursuant to which 800,000  shares of
          Common Stock would be preserved for issuance to  employees,  directors
          and consultants of the Company or any subsidiaries.


                                       8
<PAGE>


                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is traded on the  Over-the-Counter  Bulletin  Board,  under the
symbol  REMM.  Prior to September  18, 2001,  our common stock was traded on the
pink sheets  included  in the NASD  Electronic  Bulletin  Board under the symbol
REMM.

The  following  is the range of high and low bid prices for our common stock for
the periods indicated:

                                                      Bid Prices
         ------------------------------------- ----------------------
                                                 High          Low
         ------------------------------------- ---------- -----------
         Quarter ended June 30, 2002               $0.04       $0.04
         ------------------------------------- ---------- -----------
         Quarter ended September 30, 2002          $0.09       $0.09
         ------------------------------------- ---------- -----------
         Quarter ended December 31, 2002           $0.03       $0.03
         ------------------------------------- ---------- -----------
         Quarter ended March 31, 2003              $0.10       $0.07
         ------------------------------------- ---------- -----------
         Quarter ended June 30, 2003               $0.03       $0.03
         ------------------------------------- ---------- -----------
         Quarter ended September 30, 2003          $0.12       $0.12
         ------------------------------------- ---------- -----------
         Quarter ended December 31, 2003           $0.08       $0.08
         ------------------------------------- ---------- -----------
         Quarter ended March 31, 2004              $0.10       $0.10
         ------------------------------------- ---------- -----------

Bid  quotations  represent  interdealer  prices  without  adjustment  for retail
markup,  markdown and/or  commissions and may not necessarily  represent  actual
transactions.

Stockholders

As of March  31,  2004,  the  number of  stockholders  of  record  was 443,  not
including  beneficial  owners whose shares are held by banks,  brokers and other
nominees.  The Company estimates that it has approximately 2,400 stockholders in
total.

Dividends

We have not paid any  dividends on our common  stock,  and we do not  anticipate
paying any dividends in the foreseeable  future.  Our Board of Directors intends
to follow a policy of retaining  earnings,  if any, to finance the growth of the
company.  The  declaration  and  payment  of  dividends  in the  future  will be
determined  by our Board of  Directors  in light of  conditions  then  existing,
including the company's earnings,  financial condition, capital requirements and
other factors.

Securities Authorized for Issuance under Equity Compensation Plans


                                       9
<PAGE>

As of  March  31,  2004,  we had one  equity  compensation  plan in  place,  our
Incentive  and  Nonstatutory  Stock Option Plan enacted in 2001.  The  following
table  contains  information  regarding  this stock  option plan as of March 31,
2004:

                        (a)              (b)                      (c)
                -----------------  -------------------  -----------------------
                        Number of                           Number of securities
                 securities to be                        remaining available for
                      issued upon                          future issuance under
                      exercise of     Weighted-average       equity compensation
                   of outstanding    exercise price of          plans (excluding
                options, warrants  outstanding options      securities reflected
Plan Category          and rights  warrants and rights            in column (a))
-------------  ------------------  -------------------  ------------------------
Equity
Compensation
Plans approved
by security
holders                 4,200,000            $    0.06                   800,000

Equity
Compensation
plans not
approved by
security holders                -            $       -                         -
               ------------------  -------------------  ------------------------
                        4,200,000            $    0.06                   800,000

Recent Sales of Unregistered Securities

In January 2002, the Company sold 1,125,000 units to two European  investors not
affiliated  with the Company.  Each unit was sold for $0.08 and consisted of one
share of Company  common  stock and a warrant to  purchase  0.2 shares of common
stock for five  years at an  exercise  price of $0.50  per  share.  The  Company
received proceeds of $90,000. These issuances consisted of restricted securities
bearing the Rule 144 legend and were exempt from the registration  provisions of
the Securities Act of 1933 by virtue of Section 4(2).

In August 2002, the Company sold 3,375,000 units to nine European  investors not
affiliated  with the Company.  Each unit was sold for $0.08 and consisted of one
share of Company  common  stock and a warrant to  purchase  0.2 shares of common
stock for five  years at an  exercise  price of $0.50  per  share.  The  Company
received proceeds of $270,000.  The issuances consisted of restricted securities
bearing the Rule 144 legend and were exempt from the registration  provisions of
the Securities Act of 1933 by virtue of Section 4(2).

On October 30,  2003,  the Company  sold  375,000  shares of common stock to one
accredited U.S. investor not affiliated with the Company for $0.08 per share for
total  proceeds of $30,000.  The issuances  consisted of  restricted  securities
bearing the Rule 144 legend and were exempt from the registration  provisions of
the Securities Act of 1933 by virtue of Section 4(2).

Pursuant  to a  Development  Agreement,  dated  March 24,  2004,  an  individual
unaffiliated  with the  Company is  entitled  to  receive a warrant to  purchase
1,000,000  shares of Company  common  stock for an  exercise  price of $0.15 per
share  in  partial  consideration  for  product  design  services.   The  shares
underlying  the warrant are restricted  securities  pursuant to Rule 144 and are
exempt from the registration  provisions of the Securities Act of 1933 by virtue
of Section 4(2).


                                       10
<PAGE>

On March 23, 2004,  the Company  issued 410,000 shares of its Common Stock to A.
Rubin and 145,184  shares of Common Stock to J. Siegel to settle an  outstanding
debt in the amount of  approximately  $61,602  owed to Messrs.  Rubin And Siegel
owed for  accounting  services  provided  to the  Company  by their now  defunct
accounting  firm,  Rubin  &  Siegel.  The  issuances   consisted  of  restricted
securities  bearing the Rule 144 legend and were  exempt  from the  registration
provisions of the Securities Act of 1933 by virtue of Section 4(2).

On March 23, 2004, the Company issued 2,000,000 shares of common stock to Lident
N.V., a Belgium  corporation  partly owned and  controlled by Mr. Guy De Vreese,
our Chairman of the Board,  and 1,000,000  shares of common stock to Robin List,
the Company's CEO. These shares were issued pursuant to an agreement dated March
20, 2002 for New BitSnap, N.V., a predecessor company of Lident N.V., to receive
3,000,000 shares of Company common stock in repayment of a debt of $240,000 owed
to New BitSnap, N.V. for $201,000 in consulting services and $39,000 in advanced
expenses  from March 1, 2001 through  March 31, 2002.  The  consulting  services
consisted of the set-up and  implementation  of Remedent  N.V. and were provided
pursuant to an oral  agreement . At the request of Lident N.V. the  1,000,000 of
the shares due Lident N.V.  were issued to Robin List to satisfy  debts  between
Lident N.V. and Robin List. These issuances  consisted of restricted  securities
bearing the Rule 144 legend and were exempt from the registration  provisions of
the Securities Act of 1933 by virtue of Section 4(2).

On March 23, 2004,  pursuant to an agreement  dated March 20, 2002,  the Company
issued  712,500  shares of common stock to Robin List,  its CEO, in repayment of
$57,000 in accrued fees for consulting services by Robin List from March 1, 2001
to March 31, 2002.  The  consulting  services were provided  pursuant to an oral
agreement and consisted of the set-up and  implementation  of Remedent N.V. This
issuance consisted of restricted  securities bearing the Rule 144 legend and was
exempt from the registration  provisions of the Securities Act of 1933 by virtue
of Section 4(2).

On March 23,  2004,  the Company also issued  500,000  shares of Common Stock to
Robin List  pursuant to an oral  agreement  for  consulting  services  valued at
$22,700 related to developing the IMDS business concept. The consulting services
consisted of supplying  Dutch dentists to serve as customers of IMDS and Belgium
dentists to work in the  Netherlands.  This  issuance  consisted  of  restricted
securities  bearing  the Rule 144 legend and was  exempt  from the  registration
provisions of the Securities Act of 1933 by virtue of Section 4(2).

Also pursuant to the March 20, 2002  agreement,  on March 23, 2004,  the Company
issued  60,000  shares of common  stock to Guy De Vreese,  its  Chairman  of the
Board, in repayment of $30,000 in accrued fees for consulting services by Guy De
Vreese  from  March  1,2001 to March 31,  2002.  The  consulting  services  were
provided  pursuant  to an  oral  agreement  and  consisted  of  the  set-up  and
implementation of Remedent N.V. This issuance consisted of restricted securities
bearing the Rule 144 legend and was exempt from the  registration  provisions of
the Securities Act of 1933 by virtue of Section 4(2).

On March 23, 2004, the Company issued 1,250,000 shares of common stock to Lausha
N.V., a Belgian company  controlled by Guy De Vreese, our Chairman of the Board.
Lausha  N.V.  purchased  these  shares for $0.08 per share for a total  price of
$100,000 on January 11, 2002.


                                       11
<PAGE>

The company  invested  $100.000 in  Remedent at $0.08 per share.  This  issuance
consisted of  restricted  securities  bearing the Rule 144 legend and was exempt
from the  registration  provisions  of the  Securities  Act of 1933 by virtue of
Section 4(2).

On March 23, 2004,  the Company  issued 39,916 shares of common stock to Stephen
Ross, the Company's CFO, in payment of a debt  consisting of $19,959  accrued as
of March 31, 2003 for his services as CFO. This issuance consisted of restricted
securities  bearing  the Rule 144 legend and was  exempt  from the  registration
provisions of the Securities Act of 1933 by virtue of Section 4(2).

On March 23, 2004,  the Company issued 945,000 shares of common stock to Kenneth
J. Hegemann,  a former  director,  in repayment of $472,500 of debts owed to Mr.
Hegemann and parties affiliated with him. These debts consisted of $195,975 owed
to Mr.  Hegemann in unpaid  salary,  $179,473 owed to his wife and former CEO of
the Company,  Rebecca Inzunza, in unpaid salary,  $8,914 owed to his son, Robert
Hegemann in unpaid  salary,  $23,353  owed to Mr.  Hegemann in interest on these
debts,  $26,010  owed to CRA Labs, a company  controlled  by Mr.  Hegemann,  for
expenses  advanced by CRA Labs on behalf of the  Company,  and  $26,245  owed to
Famcare 2000, a company  affiliated  with Mr.  Hegemann,  in connection with the
sale  of  the  toothbrush  division.   The  issuances  consisted  of  restricted
securities  bearing the Rule 144 legend and were  exempt  from the  registration
provisions of the Securities Act of 1933 by virtue of Section 4(2).

On March 23, 2004, the Company issued 35,000 shares of its common stock to three
individuals  unaffiliated  with the Company residing in the  Netherlands.  These
issuances were pursuant to agreements dated October 17, 2003 for the purchase of
each  individual's  4.95% ownership  interest in Pure White  International BV, a
Dutch  company.  In these  transactions,  the Company  purchased an aggregate of
14.85% of Pure White  International BV for issuances totalling 105,000 shares of
Company common stock. Pure White  International BV is the former distributor for
the  CleverWhite  tooth  whitening  kits for the Dutch  market.  The Pure  White
International,  BV shares  acquired by the Company were valued at $3,282.  These
issuances  consisted of  restricted  securities  bearing the Rule 144 legend and
were exempt from the  registration  provisions of the  Securities Act of 1933 by
virtue of Section 4(2).

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  discussion  and financial  statements  contained  herein are for the fiscal
years ended March 31, 2004 and 2003.  The  following  discussion  regarding  the
financial  statements  of the  Company  should be read in  conjunction  with the
financial statements of the Company included herewith.



                                       12
<PAGE>


Overview

The Company develops,  markets and distributes  high-technology dental equipment
for sale within the professional  dental market and tooth whitening products for
the over-the-counter market.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis for Presentation

The  Company's  financial  statements  have been prepared on an accrual basis of
accounting,  in conformity with accounting  principles generally accepted in the
United States of America. These principles contemplate the realization of assets
and liquidation of liabilities in the normal course of business. The preparation
of financial  statements  in conformity  with  accounting  principles  generally
accepted in the United States of America  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and reported  amounts of revenues and expenses  during the reporting
periods.  Actual  results  could differ from those  estimates.  These  financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Principles of Consolidation

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

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 March
31,  2004,  one  customer  accounted  for 76% of the  Company's  trade  accounts
receivable.  This number represents the collective receivable on the group Omega
Pharma,  which  includes  Omega Pharma NV  (Belgium),  Chefaro UK, Ltd,  Chefaro
Espanola SA,  Chefaro  Nederland BV,  Chefaro  Portuguesa  and Deutsche  Chefaro
Pharma GmbH,  that are invoiced  through the Belgium  Headquarters.  The Company
performs  ongoing  credit  evaluations  of its  customers  and normally does not
require collateral to support accounts receivable.

Purchases - The Company  relies  primarily  on two  suppliers  for its  products
(Diamond Wipes International,  and Eurosep). The loss of a supplier would have a
material  impact on the  Company's  operations in that the Company would have to
establish  new  relationships  with similar  suppliers or produce the product in
house.  Purchases from these suppliers for the year ended March 31, 2004 totaled
35% and 18% of gross purchases.


                                       13
<PAGE>

Revenues - for the year  ended  March 31,  2004,  the  Company  had one group of
customers  (represented  by  Omega  Pharma  NV)  who's  sales  were 45% of total
revenues. This number represents the collective sales to the group Omega Pharma,
which includes Omega Pharma NV (Belgium),  Chefaro UK, Ltd, Chefaro Espanola SA,
Chefaro Nederland BV, Chefaro  Portuguesa and Deutsche Chefaro Pharma GmbH, that
are invoiced through the Belgium Headquarters.

Revenue Recognition

Sales are  recorded  when  products  are shipped to  customers.  Provisions  for
discounts and rebates to customers,  estimated returns and allowances, and other
adjustments are provided for in the same period that related sales are recorded.
The Company recognizes revenue in accordance with Staff Accounting Bulletin 101.

Impairment of Long-Lived Assets

Long-lived   assets   consist   primarily   of  property  and   equipment.   The
recoverability  of  long-lived  assets is  evaluated by an analysis of operating
results and consideration of other significant events or changes in the business
environment.  If impairment exists, the carrying amount of the long-lived assets
is reduced to its estimated fair value, less any costs associated with the final
settlement. As of March 31, 2004, management believes there was no impairment of
the  Company's  long-lived  assets.  During  the  year  ended  March  31,  2003,
management  recorded an 100%  impairment  reserve of $330,000  against  goodwill
recorded in connection  with the acquisition of  International  Medical & Dental
Support ("IMDS").

Pervasiveness of Estimates

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

Cash and Cash Equivalents

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

Investments, Available for Sale

The Company  accounts for  investments,  available for sale, in accordance  with
SFAS  No.  115,   "Accounting  for  Certain   Investments  in  Debt  and  Equity
Securities."  The  Company  determines  the  appropriate  classification  of all
marketable securities as held-to-maturity,  available for sale or trading at the
time of purchase,  and re-evaluates such classification as of each balance sheet
date.  At  March  31,  2004  all  of the  Company's  investments  in  marketable
securities were classified as


                                       14
<PAGE>

available-for-sale,  and as a result,  were  reported at fair value.  Unrealized
gains and losses are reported as a component of accumulated other  comprehensive
income (loss) in stockholders'  equity. The amortized cost of debt securities is
adjusted for  amortization  of premiums and accretion of discounts from the date
of purchase to maturity.  Such amortization is included in interest income as an
addition to or deduction from the coupon interest earned on the investments. The
Company follows its investment  managers'  methods of determining the cost basis
in computing  realized  gains and losses on the sale of its  available  for sale
securities,  which  includes both the specific  identification  and average cost
methods. Realized gains and losses are included in other income (expense).

Accounts Receivable and Allowance for Doubtful Accounts

The Company sells professional dental equipment to various companies,  primarily
to distributors  located in Western Europe. The terms of sales vary by customer,
however,  generally are 2% 10 days, net 30 days. Accounts receivable is reported
at net realizable value and net of allowance for doubtful accounts.  As of March
31, 2004 and 2003, the allowance for doubtful  accounts was $27,353 and $90,617,
respectively.   The   Company   uses  the   allowance   method  to  account  for
un-collectible   accounts  receivable.   The  Company's  estimate  is  based  on
historical  collection  experience  and a review of the current  status of trade
accounts receivable.

Prepaid Expense

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

Property and Equipment

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

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

            Tooling                          3 Years
            Furniture and fixtures           4 Years

Customers Outside of the United States


                                       15
<PAGE>

Sales to customers  outside of the United States were 99% of total sales for the
year ended March 31, 2004 and 100 % of total sales for the year ended 2003.  The
sales  were made  mostly to  customers  in  countries  that are  members  of the
European Union ("EU").

------------------------------- ------------------------
  March 31, 2004                     March 31, 2003
------------------------------- ------------------------
   Local sales     $    48,704     $         0
------------------------------- ------------------------
  Foreign sales    $ 5,186,151     $  1,969,144
------------------------------- ------------------------
    Total sales    $ 5,234,855     $  1,969,144
------------------------------- ------------------------


Research and Development Costs

The Company expenses research and development costs as incurred.

Advertising

Costs  incurred for producing and  communicating  advertising  are expensed when
incurred and included  selling,  general and  administrative  expenses.  For the
years ended March 31, 2004 and 2003,  consolidated  advertising expense amounted
to $160,636 and 30,076, respectively.

Income taxes

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

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

Warranties

The Company  typically  warrants  its products  against  defects in material and
workmanship  for a period of 18 months  from  shipment.  Based  upon  historical
trends and warranties provided by the Company's  suppliers and  sub-contractors,
the Company has made no provision for potential future warranty costs.

Accounting for Stock Based Compensation


                                       16
<PAGE>

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

Selected Financial Information

                                                 For the Years Ended
                                             --------------------------
                                             03/31/2004      03/31/2003
                                               (Audited)       (Audited)
                                             -----------  -------------
Consolidated Statements of Income Data:
        Net sales                             $5,234,855     $1,969,144
        Operating income (loss)                  718,589       (957,213)
        Net income (loss) after tax              (31,791)    (1,006,374)
        Net income (loss) per share                 0.00          (0.03)

Balance Sheet Data:
        Total assets                          $2,165,254       $516,670
        Total liabilities                      2,319,301      1,702,643
        Minority interest in Remedent N.V.       704,074         64,816
        Total stockholders' deficit            (858,121)    (1,250,789)

Results of Operations

Comparative details of results of operations for the years ending March 31, 2004
and 2003.

<TABLE>
<CAPTION>

                                                 For the Years Ended       Increase (Decrease)
                                            -------------------------  --------------------------
                                            03/31/2004     03/31/2003       Amount     Percentage
                                            ----------    -----------  -----------    -----------
                                              (Audited)     (Audited)
<S>                                         <C>           <C>          <C>            <C>
Net sales:
        Professional dental products        $5,234,855     $1,964,503   $3,270,352            167%
        Dental employee outsourcing                  0          4,641       (4,641)          (100%)
                                            ----------    -----------  -----------    -----------
Total net sales                             $5,234,855     $1,969,144   $3,265,711            166%


Net sales - net sales increased by approximately  166% to $5,234,855 in the year
ended March 31, 2004 as compared to $1,969,144 in the year ended March 31, 2003.
The increase was due to  continuous  sales  efforts in the dental market and the
introduction of a new product in December 2003.

                                               For the Years Ended            Increase (Decrease)
                                            -------------------------  --------------------------
                                            03/31/2004     03/31/2003       Amount     Percentage
                                            ----------    -----------  -----------    -----------
                                             (Audited)      (Audited)
Cost of sales:
        Professional dental products        $2,413,920     $1,058,040   $1,355,880            128%
        Dental employee outsourcing                  0          4,641       (4,641)          (100%)
                                            ----------    -----------  -----------    -----------
Total net sales                             $2,413,920     $1,062,681   $1,351,239            127%

</TABLE>

Cost of sales - the cost of sales increased  approximately 127% to $2,413,920 in
the year ended March 31, 2004 as compared to  $1,062,681 in the year ended March
31,  2003.  This  represents a  corresponding  increase to the increase in sales
during the current  fiscal year end. Cost of goods sold as a percentage of sales
decreased  8%, from 54% of sales in 2003 to 46% of sales in 2004.  This decrease
is a  result  of  optimizing  relationships  with  suppliers  and  the  in-house
production of the RemeCure.


                                       17
<PAGE>

Gross profit was $2,820,935 in 2004 as compared to $906,463 in 2003, an increase
of $1,914,472 or 211% over the comparable  period.  Gross profit as a percentage
of sales  increased 8%, from 46% of sales in 2003 to 54% of sales in 2004.  This
increase is the result of our shift in sales to the  higher-margin  professional
dental equipment market during the current fiscal year.

<TABLE>
<CAPTION>

                                                 For the Years Ended       Increase (Decrease)
                                            -------------------------  --------------------------
                                            03/31/2004     03/31/2003       Amount     Percentage
                                            ----------    -----------  -----------    -----------
                                              (Audited)     (Audited)
<S>                                         <C>           <C>          <C>            <C>
Operating expenses:
        Research and development               $90,700        $93,186      $(2,486)            (3%)
        Sales and marketing                    159,723         64,132       95,591            149%
        General and administrative           1,828,383      1,354,554      473,829             35%
        Depreciation and amortization           23,540         21,804        1,736              8%
        Impairment loss for IMDS Goodwill            0        330,000     (330,000)          (100%)
Total operating expenses                    $2,102,346     $1,863,676     $238,670             13%

</TABLE>

Research and  development  expenses were $90,700 for 2004 as compared to $93,186
for 2003, a decrease of $2,486, or 3%, over the prior fiscal year, due primarily
to a decrease  in the  research  and  development  cost of the  RemeCure  and an
increase on the research and development cost of CleverWhite.

On March 24, 2004,  we entered into a Development  Agreement  with an individual
unaffiliated  with the Company for product design services.  In consideration of
his services,  the individual received $85,000 and is also entitled to a warrant
to purchase  1,000,000  shares of Company  common stock for an exercise price of
$0.15 per share, and royalties in the event this person's services result in the
Company marketing the new product.

Sales and  marketing  costs as of March  31,  2004 and 2003  were  $159,723  and
$64,132  respectively,  which  represents  an increase of $95,591 or 149%.  As a
percentage of sales,  sales and marketing  expenses  remained constant at 3% for
the years ended March 31, 2004 and March 31, 2003.

General  and  administrative  costs  for  2004  and  2003  were  $1,828,383  and
$1,354,554  respectively,  an increase of  $473,829 or 35%. As a  percentage  of
sales, general and administrative  expenses decreased from 69% of sales in 2003,
to 35% of sales in 2004.  This  decrease is a result of the  increased net sales
compared to last year and ongoing effort to optimize the company's organization.

At March 31, 2003 the  Company  recorded a full  impairment  reserve of $330,000
against the goodwill  recorded in fiscal 2002 in connection with the acquisition
of the dental outsourcing business known as IMDS. The Company no longer operates
this business.


                                       18
<PAGE>

Net interest  expense was $111,122 for 2004 as compared to $49,161 for 2003,  an
increase of $61,961,  or 126%, over the comparable  period.  The increase in net
interest expense was due to the expansion of the credit line with the ING bank.

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

Liquidity and Capital Resources

<TABLE>
<CAPTION>

                                                 For the Years Ended       Increase (Decrease)
                                            -------------------------  --------------------------
                                            03/31/2004     03/31/2003       Amount     Percentage
                                            ----------    -----------  -----------    -----------
                                              (Audited)     (Audited)
<S>                                         <C>           <C>          <C>            <C>
Working Capital:
        Current assets                      $2,120,938       $470,834   $1,650,104            350%
        Current liabilities                  2,319,301      1,702,643      616,658             36%
Total working capital deficit                 $198,363     $1,231,809  $(1,033,446)            84%

</TABLE>

On March 31,  2004,  our current  liabilities  exceeded  our  current  assets by
$198,363.  Our business operations will require substantial capital financing on
a continuing  basis. The availability of that financing will be essential to our
continued  operation  and  expansion.  The  inability to continue to develop and
market  high-technology  dental  equipment or products for the  over-the-counter
market  will  force us to raise  additional  capital to  support  operations  by
selling equity securities or incurring additional debt.

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

On  February  16,  2004,  Remedent  N.V.  entered  into a (euro)  1,050,000  (US
$1,289,715 at March 31, 2004) Line of Credit Facility (the  "Facility") with the
ING bank (Formerly  BBL),  consisting of a (euro)  800,000 (US $982,640)  credit
line based on the  company's  receivable on the specific  customer  Omega Pharma
N.V. and a (euro)  250,000 (US  $307,075)  general line of credit.  Advances are
approved by the bank based upon bonds  issued and  approved by Omega Pharma N.V.
as settlement for  Remedent's  accounts  receivable.  Advances on this line will
bear  costs at a draw  rate of  7.55%.  As of March  31,  2004,  $546,683  (Euro
445,073) was received as advances under this line of credit  against  documents.
The general line of credit is secured by the  personal  assets of Guy de Vreese,
the Company's Chairman. As of March 31, 2004, $245,660 is outstanding under this
line of credit.

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of Arizona.  We have drawn upon the full amount.  The  interest  rate was 10.25%
with a maturity date of December 31, 1999.  On April 26, 2000,  the loan balance
of $49,971 was  converted to a five-year  loan with an interest  rate of prime +
2.5% (7.5% at March 31, 2004),  monthly payments of $1,099,  and a maturity date
of April 26, 2005.  Monthly payments include payments towards both principal and
interest. As of March 31, 2004, the balance due on this loan was $11,279.


                                       19
<PAGE>

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

We expect to continue to experience  negative cash flow possibly through the end
of the current  calendar  year,  and may continue to do so  thereafter  while we
attempt to increase  development  and marketing of our  products.  Unless we are
able to  generate  sufficient  revenue  or  acquire  additional  debt or  equity
financing to cover our present and ongoing  operation costs and liabilities,  we
may not be able to continue as a going  concern.  Our auditors note that we have
sustained  substantial  net losses since our  inception in  September  1996.  In
addition,  as of March 31,  2004,  we had a  working  capital  deficit  totaling
$198,363 and a shareholders deficit of $154,047.

For  the  year  ending  March  31,  2004,  liabilities  totaled  $2,319,301  and
$1,702,643 for the year ending March 31, 2003,  which  represents an increase of
$616,658.  This was  largely due to  increases  in our trade  accounts  payable,
advances under the credit line of the bank and accrued liabilities.

Frequently we have been unable to make timely  payments to our trade and service
vendors.  As of March  31,  2004,  we had past due  payables  in the  amount  of
$346,773, representing a 116% increase from the prior fiscal year. This increase
is due primarily to our inability to generate sufficient revenue from operations
to fund our ongoing  operations.  We continue to utilize funds raised from sales
of equity  instruments to fund current  operations.  Deferred payment terms have
been  negotiated  with most  vendors,  which has  allowed us to continue to make
shipments on time and no orders have been cancelled to date.

For the years  ending  March  31,  2004 and  2003,  net cash used for  operating
activities was $536,471 and $581,134,  respectively. As of March 31, 2004 we had
a working  capital  deficiency  of $198,363  as  compared  to a working  capital
deficiency of $1,231,809 at March 31, 2003.

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


                                       20
<PAGE>

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

Disclosure Regarding Forward-Looking Statements

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

ITEM 7.  FINANCIAL STATEMENTS

The Financial  Statements that constitute Item 7 are included at the end of this
report beginning on Page F-1.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Effective May 1, 2002,  the Board of Directors of the Company  dismissed  Siegel
Smith LLP ("Siegel Smith") as its independent auditors for the fiscal year ended
March 31,  2002 and  approved  the  engagement  of Farber & Hass LLP  ("Farber &
Hass") as Siegel  Smith's  replacement.  Siegel  Smith had  previously  been the
Company's independent auditors

Since the date of their  engagement  on  November  5,  1999,  there have been no
disagreements  with Siegel  Smith on any  matters of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the  satisfaction  of Siegel  Smith would have caused  Siegel
Smith to make reference to the matter in their report.


                                       21
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES


As required by SEC rules, we have evaluated the  effectiveness of the design and
operation of our disclosure controls and procedures within 90 days of the filing
of this annual report. This evaluation was carried out under the supervision and
with the  participation  of our  management,  including our principal  executive
officer  and  principal  financial  officer.  Based  on this  evaluation,  these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective.  There were no significant changes to our internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of their evaluation.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized  and reported,  within the time periods  specified in the SEC's rules
and forms.
 Disclosure  controls and procedures include,  without limitation,  controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and  communicated
to our management, including principal executive officer and principal financial
officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.

                                    PART III

ITEM 9.  DIRECTORS,    EXECUTIVE    OFFICERS,    PROMOTERS  AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

The following  table sets forth the names and ages of the current  directors and
executive officers of the Company,  the principal offices and positions with the
Company  held by each  person  and the date such  person  became a  director  or
executive  officer of the  Company.  The  executive  officers of the Company are
elected annually by the Board of Directors. Each year the stockholders elect the
board of  directors.  The  executive  officers  serve terms of one year or until
their  death,  resignation  or removal by the Board of  Directors.  There was no
arrangement or understanding  between any executive officer and any other person
pursuant to which any person was elected as an executive officer.

---------------- ------------- --------------------------------------------
Person               Age       Position
---------------- ------------- --------------------------------------------
Guy De Vreese         49       Chairman
---------------- ------------- --------------------------------------------
Robin List            33       Director, Chief Executive Officer
---------------- ------------- --------------------------------------------
Stephen Ross          43       Director, Chief Financial Officer, Secretary
---------------- ------------- --------------------------------------------
Fred Kolsteeg         60       Director
---------------- ------------- --------------------------------------------


                                       22
<PAGE>

Guy De Vreese,  Chairman-  From  April 1, 2002,  Mr. De Vreese has served as our
Chairman of the Board. From June 2001 Mr. De Vreese has also served as President
of Remedent  N.V. Mr. De Vreese  served as  President of DMDS,  Ltd., a European
subsidiary of Dental & Medical Systems,  Inc. DMDS, Ltd.  developed and marketed
high-tech  dental  equipment.  In August 1996, Mr. De Vreese founded DMD N.V., a
Belgian company that was the independent  European distributor for DMDS products
and was its Chief Executive Officer until DMD purchased its distribution  rights
in April 1998.  Mr. De Vreese also worked for Lident,  N.V.,  a Belgian  company
specializing in digital  photography and developer of imaging  software,  as CEO
from 1996 through February 1999 and as a consultant  providing services to DMDS,
Ltd. from February 1999 to June 2001.

Robin List, Chief Executive Officer - From April 1, 2002, Mr. List has served as
our CEO and as a director.  From April  2001,  Mr. List has served a director of
Remedent N.V.  From January 1998 through April 2001,  Mr. List was a director of
New BitSnap N.V., a Belgian  company.  In this  position Mr. List  consulted for
DMDS Ltd., a European  subsidiary of Dental & Medical Diagnostic  Systems,  Inc.
DMDS, Ltd. developed and marketed  high-tech dental equipment.  From August 1995
to January 1998 Mr. List served as  commercial  director for WAVE Imaging B.V. a
Dutch based company that provided digital services. Mr. List resides in Belgium.

Stephen Ross,  Director,  CFO, Secretary - Mr. Ross has served as a director and
Chief  Financial  Officer of the Company  since August 2001 and as our Secretary
since April 2002.  From February 1998 through  January 2001, Mr. Ross was CFO of
Dental & Medical Diagnostic Systems, Inc., a company that developed and marketed
high-tech dental equipment and declared  bankruptcy in July 2001.  Commencing in
1996 and  terminating  February  1998,  Mr. Ross  served as a senior  management
consultant with Kibel and Green, a corporate  restructuring and management firm.
Prior to working for Kibel and Green, Mr. Ross served as CFO and co-founder of a
personal care  company,  and as tax manager with an  accounting  firm.  Mr. Ross
resides in Los Angeles, California.

Fred Kolsteeg,  Director - Mr.  Kolsteeg has served as a director of the Company
since April 2002.  Since 1996, Mr.  Kolsteeg has served as the president of WAVE
Communications,  a Dutch based  advertising  agency.  Prior to founding  WAVE in
1996, he founded several other  advertising  agencies such as ARA, Team and Team
Saatchi. Mr. Kolsteeg has also worked at Phillips and Intermarco  Publicis.  Mr.
Kolsteeg resides in Holland.

On approximately  March 20, 2004,  Kenneth J. Hegemann resigned as a director of
the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the  Securities  Exchange Act of 1934 requires our officers and
directors,  and persons who own more than ten  percent of our Common  Stock,  to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange  Commission ("SEC").  Officers,  directors and greater than ten percent
stockholders  are required by SEC regulations to furnish the Company with copies
of all Section  16(a) forms they file.  Due to filing  difficulties,  the Annual
Reports of  Beneficial  Ownership  on Form 5 for our  officers,  directors,  and
greater  than 10%  beneficial  owners were not timely  filed for our fiscal year
ending March 31, 2004.  We intend to use all  reasonable  efforts to ensure that
reports of beneficial ownership are filed on timely basis in the future.


                                       23
<PAGE>

ITEM 10-EXECUTIVE COMPENSATION

Summary Compensation

The  following  table and  attached  notes  sets forth the  compensation  of our
executive officers and directors during each of the last three fiscal years. The
remuneration  described  in the table  does not  include  our costs of  benefits
furnished  to the  named  executive  officers,  including  premiums  for  health
insurance,  reimbursement  of  expense,  and  other  benefits  provided  to such
individual  that are extended in  connection  with the  ordinary  conduct of our
business.  The value of such benefits  cannot be precisely  determined,  but the
executive  officers named below did not receive other  compensation in excess of
the lesser of $25,000 or 10% of such officer's cash compensation:

<TABLE>
<CAPTION>

                                                     Summary Compensation Table

                                          Annual Compensation                                  Long Term Compensation
                     --------------------------------------------------     ------------------------------------------------------
                                                                                       Awards                     Payouts
                                                                            -------------------------   --------------------------
                                                                                           Securities
 Name and Principal                                           Other          Restricted    Underlying                   All other
      Position                                               Annual            stock        Options/         LTIP      compensation
                       Year    Salary ($)   Bonus ($)   compensation ($)    award(s) ($)    SARs (#)     pay-outs ($)        ($)
--------------------  -----    ----------   ---------  -----------------    ------------  -----------   -------------  ------------
<S>                   <C>      <C>          <C>        <C>                  <C>           <C>           <C>            <C>
Guy DeVreese(1),      2004     $-0-         $-0-       $-0-                 $-0-          -0-            $-0-         $214,000(2)
Chairman,             2003     $-0-         $-0-       $-0-                 $-0-          -0-            $-0-         $132,000(2)
CEO of Remedent NV
Robin List,(3) CEO    2004     $169,000     $-0-       $-0-                 $-0-          -0-            $-0-          $-0-
                      2003     $110,000     $-0-       $-0-                 $-0-          -0-            $-0-          $-0-

Stephen F. Ross,      2004     $0           $-0-       $-0-                 $-0-          -0-            $-0-          $-0-
CFO, Secretary        2003     $60,000      $-0-       $-0-                 $-0-          -0-            $-0-          $-0-
                      2002     $28,951      $                                             1,000,0004
</TABLE>



Employment Agreements

---------
1    In March  2002,  prior to Mr. De Vreese  becoming an officer or director of
     the Company, the Company issued to Mr. De Vreese 1,000,000 shares of Common
     Stock  underlying  options,  which  vested  on March  29,  2002 and have an
     exercise price of $0.05 (fair market value at date of grant) per share.

2    These amounts are consulting fees paid by Remedent N.V. to Lausha, N.V. and
     Lident N.V.,  both companies  controlled by Mr. De. Vreese,  pursuant to an
     oral consulting agreement between these companies and Remedent N.V.

3    In March  2002,  prior to Mr.  List  becoming an officer or director of the
     Company,  the Company issued to Mr. List  1,000,000  shares of Common Stock
     underlying  options  which  vested on March 29,  2002 and have an  exercise
     price of $0.05 (fair market value at date of grant) per share,  however Mr.
     List was not an officer of the Company during fiscal year 2002.

4    In March 2002 the  Company  issued to Mr. Ross  1,000,000  shares of Common
     Stock  underlying  options  which  vested  on  March  29,  2002 and have an
     exercise  price of $0.05 (fair market value at date of grant) per share.


                                       24
<PAGE>


While we do not currently have any employment  agreements,  we anticipate having
employment contracts with executive officers and key personnel as necessary,  in
the future.

Compensation of Directors

Our  directors  do not  receive  any  cash  compensation,  but are  entitled  to
reimbursement  of their  reasonable  expenses  incurred in attending  directors'
meetings.  However,  at the discretion of the Board, we may  periodically  issue
stock options to under our stock option plan to directors.

Stock Option Plan

On May 29, 2001,  the Board of Directors  adopted an Incentive and  Nonstatutory
Stock Option Plan,  reserving  5,000,000 shares underlying  options for issuance
under this stock option plan. There is a restriction that no more than 1,000,000
options may be granted to any one  individual or entity in any one calendar year
under the stock  option  plan.  As of March 31,  2004,  4,200,000  options  were
outstanding.

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Remedent USA, Inc.

The following table sets forth as of March 31, 2003 certain information relating
to the  ownership  of our common  stock by (i) each person known by us to be the
beneficial  owner of more  than 5% of the  outstanding  shares  of the  class of
equity  security,  (ii) each of our  Directors,  (iii) each of the our executive
officers,  and (iv) all of our  executive  officers  and  directors  as a group.
Except  as may be  indicated  in the  footnotes  to the  table  and  subject  to
applicable community property laws, each of such persons has the sole voting and
investment power with respect to the shares owned.

<TABLE>
<CAPTION>

------------------------------------------ ---------------------- ----------------------
Name and address of beneficial owner          Number of Shares(1)   Percent of class
------------------------------------------ ---------------------- ----------------------
<S>                                        <C>                    <C>
Guy De Vreese (2)                                  7,094,971             17.40%
(Chairman)
Xavier de Cocklaan 42
9831 Deurle, Belgium
------------------------------------------ ---------------------- ----------------------
Robin List (3)
(Director, CEO)
Xavier de Cocklaan 42                              3,212,500              7.92%
9831 Deurle, Belgium
------------------------------------------ ---------------------- ----------------------
Stephen Ross (4)
(Director, CFO)
1921 Malcolm #101                                  1,289,916              3.16%
Los Angeles, CA 90025
------------------------------------------ ---------------------- ----------------------
Fred Kolsteeg (5)
(Director)
Managelaantje 10                                   2,200,000              5.52%
3062 CV Rotterdan
The Netherlands
------------------------------------------ ---------------------- ----------------------
</TABLE>



                                       25
<PAGE>

<TABLE>
<CAPTION>

------------------------------------------ ---------------------- ----------------------
Name and address of beneficial owner          Number of Shares(1)   Percent of class
------------------------------------------ ---------------------- ----------------------
<S>                                        <C>                    <C>
All Officers and Directors as a group              13,797,387            31.84%
(4 persons)
------------------------------------------ ---------------------- ----------------------
Kenneth Hegemann and Rebecca Inzunza (6)
1220 Birch Way                                     7,112,495             17.93%
Escondido, CA 92097
------------------------------------------ ---------------------- ----------------------
Jonathan J. Marine (7)
448 21st Street                                    2,400,000              6.03%
Manhattan Beach, CA 90266
------------------------------------------ ---------------------- ----------------------
</TABLE>

* Less than 1%

(1)  Beneficial  ownership has been  determined  in  accordance  with Rule 13d-3
     under  the  Exchange  Act.  Pursuant  to the  rules of the  Securities  and
     Exchange  Commission,  shares of Common Stock which an  individual or group
     has a right to acquire  within 60 days  pursuant to the exercise of options
     or warrants are deemed to be  outstanding  for the purpose of computing the
     percentage  ownership of such individual or group, but are not deemed to be
     beneficially  owned  and  outstanding  for the  purpose  of  computing  the
     percentage ownership of any other person shown in the table.

(2)  Guy De Vreese holds 1,060,000 shares in his own name,  including  1,000,000
     shares of Common Stock  underlying  options  which vested on March 29, 2002
     and have an exercise price of $0.05 per share;  2,784,971  shares of Common
     Stock held in the name of Lident N.V., a Belgian company  controlled by Guy
     De Vreese,  including  26,400  shares of Common Stock  underlying  warrants
     which  vested on  06/15/02and  have an  exercise  price of $0.50 per share;
     1,250,000  shares  held in the  name of  Lausha  N.V.,  a  Belgian  company
     controlled  by Guy De  Vreese,  including  173,600  shares of Common  Stock
     underlying  warrants  which  became  exercisable  on August 21,  2002;  and
     2,000,000  shares of Common  Stock in the name of Lident,  N.V.,  a Belgian
     company of which Guy De Vreese is the principal.

(3)  Includes  1,000,000 shares of Common Stock underlying  options which vested
     on March 29, 2002 and have an exercise price of $0.05 per share.

(4)  Includes  1,000,000 shares of Common Stock underlying  options which vested
     on March 29, 2002 and have an exercise price of $0.05 per share and 250,000
     shares of Common Stock underlying options which vested on April 8, 2004 and
     have an exercise price of $0.10 per share.

(5)  Consists of 1,000,000 shares held in his own name, including 100,000 shares
     of Common Stock underlying  options which vested on March 29, 2002 and have
     an exercise price of $0.05 per share, 1,000,000 shares of Common Stock held
     by  Kolsteeg  Beleggingsmaatschappij  B.V.,  a Dutch  company of which Fred
     Kolsteeg is the principal,  and 200,000  shares of Common Stock  underlying
     warrants  held by  Kolsteeg  Beleggingsmaalschappij  B.V.  with an exercise
     price of $0.50 per share.

(6)  Consists of  1,045,000  shares in the name of Kenneth  Hegemann,  including
     100,000 shares of Common Stock underlying options which vested on March 29,
     2002 and have an exercise price of $0.05 per share; 2,679,495 shares in the
     name of  Rebecca  Inzunza;  and  3,388,000  shares  in the  name of  Dental
     Advisors,   Inc.,  of  which  Kenneth  Hegemann  and  Rebecca  Inzunza  are
     principals. Kenneth Hegemann and Rebecca Inzunza are married.

(7)  Includes  250,000  shares of Common Stock  underlying  warrants  which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.


                                       26
<PAGE>

Remedent N.V.

The following table sets forth as of March 31, 2003 certain information relating
to the ownership of the common stock of our operating subsidiary, Remedent N.V.,
by (i) each person known by us to be the beneficial owner of more than 5% of the
outstanding shares of the class of equity security, (ii) each of Remedent N.V.'s
Directors,  (iii) each of Remedent  N.V's  executive  officers,  and (iv) all of
Remedent N.V.'s  executive  officers and directors as a group.  Except as may be
indicated  in the  footnotes  to the table and subject to  applicable  community
property  laws,  each of such persons has the sole voting and  investment  power
with respect to the shares owned.

<TABLE>
<CAPTION>

-------------------------------------------------- --------------------------- ----------------------
Name and address of beneficial owner                    Number of Shares(1)        Percent of class
-------------------------------------------------- --------------------------- ----------------------
<S>                                                <C>                         <C>
Guy De Vreese (2)                                            7,171                    71.71%
(CEO, Director)
Xavier de Cocklaan 42
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
Robin List
(Managing Director, Director)
Xavier de Cocklaan 42                                         629                      6.29%
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
All Officers and Directors as a group                        7,800                      78%
(2 persons)
-------------------------------------------------- --------------------------- ----------------------
Remedent USA                                                 2,200                     22.0%
-------------------------------------------------- --------------------------- ----------------------
Lausha N.V. (3)                                              7,171                    71.71%
-------------------------------------------------- --------------------------- ----------------------

</TABLE>

* Less than 1%

(1)      Beneficial  ownership has been determined in accordance with Rule 13d-3
         under the Exchange  Act.  Pursuant to the rules of the  Securities  and
         Exchange  Commission,  shares of Common  Stock which an  individual  or
         group has a right to acquire within 60 days pursuant to the exercise of
         options or  warrants  are deemed to be  outstanding  for the purpose of
         computing the percentage ownership of such individual or group, but are
         not deemed to be beneficially  owned and outstanding for the purpose of
         computing  the  percentage  ownership  of any other person shown in the
         table.

(2)      Guy De Vreese is a beneficial owner 7,171 shares of Remedent N.V. stock
         in the name of Lausha  N.V.,  a Belgian  company  controlled  by Guy De
         Vreese.

(3)      Lausha N.V. is a Belgian company controlled by Guy De Vreese.


ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On March 14, 2002,  we entered  into an Asset  Purchase  Agreement  with Famcare
2000,  LLC,  a Nevada  limited  liability  company,  owned and  operated  by Rob
Hegemann,  the son of Ken Hegemann,  who a director of the Company. On March 14,
2002,  we  entered  into  an  Asset  Purchase  Agreement  selling  our  Remedent
Toothbrush  division to Famcare  2000,  LLC,.  (See "Certain  Relationships  and
Related  Transactions.") The Agreement provided for the sale of the old Remedent
Toothbrush business,  which accounted for approximately  $50,000 in revenues for
the  fiscal  year ended  March 31,  2002.  The  business,  which  engages in the
worldwide  distribution of the Remedent  Toothbrush,  had been our sole activity
since 1996. As a condition


                                       27
<PAGE>

of the sale,  Famcare 2000 agreed to assume  responsibility  for the liabilities
relating to the toothbrush business, which liabilities exceeded the value of the
toothbrush  business  by  approximately  $310,000.  Therefore  the  terms of the
agreement  provided  for  Company  to issue  750,000  shares of common  stock to
Famcare  2000 in  consideration  of Famecare  2000  taking  over the  toothbrush
business and assuming  responsibility for the related liabilities.  Famcare 2000
received an effective price of $0.41 per share, representing an approximate 400%
premium over the Company's  market value at the time.  This  transaction was not
consummated  until  September  2002,  20  days  following  the  mailing  to  our
shareholders  of a  Definitive  Information  Statement  on Schedule 14C for this
transaction.

On  February  11,  2002  Guy  De  Vreese,  our  Chairman  of the  Board,  loaned
approximately $250,000 to our subsidiary, Remedent NV. In connection with Guy De
Vreese's  loan,  on February 11, 2002 the Company  established  a line of credit
with ING (formerly Bank Brussel  Lambert) for  (euro)250,000  ($218,100 at March
31, 2002) in order to secure  repayment of the loan. In connection with the line
of credit,  on February 12, 2002,  Remedent NV entered into a loan agreement for
(euro)125,000  ($109,050 at March 31, 2002),  with Dental Marketing  Development
N.V  ("DMD"),  company  owned  and  operated  by  Guy  De  Vreese.  Due  to  the
insufficient  assets  maintained  by  Remedent  NV as of the date of the line of
credit,  ING imposed two  requirements  for the extension of credit;  (1) Mr. De
Vreese personally guarantee the line of credit, and (2) Remedent NV use the line
of credit repay in full the125,000 outstanding balance on BBL's existing line of
credit to Dental  Marketing  Development N.V ("DMD").  Therefore,  Guy De Vreese
personally  guaranteed the (euro)250,000 BBL line of credit and Remedent NV drew
(euro)125,000 from this line of credit to repay DMD and booked this amount as an
interest-free loan to DMD. DMD must repay this loan (i) if the line of credit is
cancelled by BBL due to insufficient  security,  (ii) if Remedent NV finds other
facilities  to secure  payment of Guy De Vreese's  funds and no longer needs the
line of credit,  or (iii)  Remedent NV is still using the line of credit but has
found other  facilities to secure payment of Guy De Vreese's funds.  Remedent NV
did not take  any  procedural  steps to  insure  fairness  in the  terms of this
transaction to the Company or to Remedent NV. The terms of this arrangement were
documented in an agreement dated December 2, 2002,  entered into by Remedent NV,
Guy De Vreese and DMD.

On March 23, 2004, the Company issued 2,000,000 shares of common stock to Lident
N.V., a Belgium  corporation  partly owned and  controlled by Mr. Guy De Vreese,
our Chairman of the Board,  and 1,000,000  shares of common stock to Robin List,
the Company's CEO. These shares were issued pursuant to an agreement dated March
20, 2002 for New BitSnap, N.V., a predecessor company of Lident N.V., to receive
3,000,000 shares of Company common stock in repayment of a debt of $240,000 owed
to New BitSnap, N.V. for $201,000 in consulting services and $39,000 in advanced
expenses  from March 1, 2001 through  March 31, 2002.  The  consulting  services
consisted  of the  set-up  and  implementation  of the  Remedent  N.V.  and were
provided  pursuant  to an oral  agreement,  prior to Mr. De Vreese  becoming  an
officer and  director of Remedent  USA,  Inc. At the request of Lident N.V.  the
1,000,000 of the shares due to Lident N.V.  were issued to Robin List to satisfy
debts between Lident N.V. and Robin List.

On March 23, 2004,  pursuant to an agreement  dated March 20, 2002,  the Company
issued  712,500  shares of common stock to Robin List,  its CEO, in repayment of
$57,000 in accrued fees for consulting services by Robin List from March 1, 2001
to  March  31,  2002.  The  consulting  services  consisted  of the  set-up  and
implementation  of the  Remedent  N.V.  and were  provided  pursuant  to an oral
agreement,  prior to Mr. List  becoming an officer and director of Remedent USA,
Inc.


                                       28
<PAGE>

On March 23,  2004,  the Company also issued  500,000  shares of Common Stock to
Robin List  pursuant to an oral  agreement  for  consulting  services  valued at
$22,700 related to developing the IMDS business concept. The consulting services
consisted of supplying  Dutch dentists to serve as customers of IMDS and Belgium
dentists to work in the Netherlands.

Also pursuant to the March 20, 2002  agreement,  on March 23, 2004,  the Company
issued  60,000  shares of common  stock to Guy De Vreese,  its  Chairman  of the
Board, in repayment of $30,000 in accrued fees for consulting services by Guy De
Vreese  from  March  1,2001 to March 31,  2002.  The  consulting  services  were
provided  prior to Mr. De Vreese  becoming an officer  and  director of Remedent
USA,  Inc. and  pursuant to an oral  agreement  and  consisted of the set-up and
implementation of Remedent N.V.

On March 23, 2004, the Company issued 1,250,000 shares of common stock to Lausha
N.V., a Belgian company  controlled by Guy De Vreese, our Chairman of the Board.
Lausha  N.V.  purchased  these  shares for $0.08 per share for a total  price of
$100,000 on January 11, 2002. The company invested $100.000 in Remedent at $0.08
per share.

On March 23, 2004,  the Company  issued 39,916 shares of common stock to Stephen
Ross, the Company's CFO, in payment of a debt  consisting of $19,959  accrued as
of March 31, 2003 for his services as CFO.

On March 23, 2004,  the Company issued 945,000 shares of common stock to Kenneth
J. Hegemann,  a former  director,  in repayment of $472,500 of debts owed to Mr.
Hegemann and parties affiliated with him. These debts consisted of $195,975 owed
to Mr.  Hegemann in unpaid  salary,  $179,473 owed to his wife and former CEO of
the Company,  Rebecca Inzunza, in unpaid salary,  $8,914 owed to his son, Robert
Hegemann in unpaid  salary,  $23,353  owed to Mr.  Hegemann in interest on these
debts,  $26,010  owed to CRA Labs, a company  controlled  by Mr.  Hegemann,  for
expenses  advanced by CRA Labs on behalf of the  Company,  and  $26,245  owed to
Famcare 2000, a company  affiliated  with Mr.  Hegemann,  in connection with the
sale of the toothbrush division.

Guy De Vreese,  our  Chairman  of the Board,  is the  managing  director  of our
subsidiary, Remedent N.V. Mr. De Vreese provides his services as Remedent N.V.'s
Managing  Director through two companies,  Lausha,  N.V. and Lident N.V. Lausha,
N.V. and Lident N.V. have consulting arrangements with Remedent N.V. to provides
Mr. De Vreese's  services and are both  companies  controlled  by Mr. De Vreese.
Lausha N.V. and Lident N.V.  received a combined  total of $214,000 paid in cash
and stock as compensation  for these services.  The Company expects to pay these
companies  an  aggregate  of  approximately  $ 214,000  in  consulting  fees for
services in fiscal year 2005.


                                       29
<PAGE>


ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

None.

Exhibits

2.1      Stock Exchange Agreement with Resort World Enterprises, Inc.(1)

3.1      Articles of Incorporation of Jofran Confectioners International,  Inc.,
         a Nevada corporation, dated July 31, 1986(1)

3.2      Amendment  to  Articles  of  Incorporation  changing  name from  Jofran
         Confectioners  International,  Inc.,  a  Nevada  corporation,  to Cliff
         Typographers, Inc., a Nevada corporation, dated July 31, 1986(1)

3.3      Amendment  to  Articles  of  Incorporation  changing  name  from  Cliff
         Typographers,   Inc.,   a  Nevada   corporation,   to  Cliff   Graphics
         International, Inc., a Nevada corporation, dated January 9, 1987(1)

3.4      Amendment  to  Articles  of  Incorporation  changing  name  from  Cliff
         Graphics  International,  Inc.,  a Nevada  corporation,  to Global Golf
         Holdings, Inc., a Nevada corporation, dated March 8, 1995(1)

3.5      Amendment to Articles of  Incorporation  changing name from Global Golf
         Holdings,  Inc., a Nevada  corporation,  to Dino Minichiello  Fashions,
         Inc., a Nevada corporation, dated November 20, 1997(1)

3.6      Amendment  to  Articles  of  Incorporation   changing  name  from  Dino
         Minichiello  Fashions,  Inc.,  a Nevada  corporation,  to Resort  World
         Enterprises, Inc., a Nevada corporation, dated August 18, 1998(1)

3.7      Amendment to Articles of Incorporation  changing name from Resort World
         Enterprises,  Inc., a Nevada corporation,  to Remedent USA, Inc., dated
         October 5, 1998(1)

3.8      By-laws1

10.1     Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001(1)

10.6     Loan Agreement, dated September 9, 2001(1)

10.7     Investment  Banking Agreement with Lincoln Equity Research,  LLC, dated
         September 13, 2001(1)

10.8     Stock Purchase  Agreement  with Dental  Advisors,  dated  September 14,
         2001(1)

10.9     Loan Agreement, dated September 21, 2001(1)

10.10    Renegotiated Loan Agreement, dated December 21, 2001(1)

10.11    Asset Purchase Agreement for IMDS, dated January 15, 2001(1)

10.12    Line of Credit Agreement, dated February 11, 2002(1)

10.13    Loan Agreement, dated February 12, 2002(1)

10.14    Repayment Agreement, dated March 20, 2002(1)

10.15    Repayment Agreement, dated January 24, 2002(1)

10.16    Stock Purchase Agreement, dated January 11, 2002.(1)

10.17    Repayment Agreement, dated April 26, 2002(1)

10.18    Repayment Agreement, dated May 1, 2002(1)


---------
1    Incorporated by reference from Registration Statement on Form SB-2 filed by
     the Company on July 24, 2002.


                                       30
<PAGE>

10.19    Repayment Agreement, dated May 1, 2002(1)

10.20    Repayment Agreement, dated May 1, 2002(1)

10.21    Stock Purchase Agreement, dated May 1, 2002(1)

10.22    Code of Ethics, adopted March 25, 2003

10.23    Convertible Promissory Note dated March 23, 2004

23       Consent of Farber & Hass, LLP

31.1     Certification  of Chief  Executive  Officer  Pursuant to the Securities
         Exchange Act of 1934,  Rules 13a-14 and 15d-14,  as adopted pursuant to
         Section 302 of the  Sarbanes-Oxley  Act of 2002 31.2  Certification  of
         Chief  Financial  Officer  Pursuant to the  Securities  Exchange Act of
         1934,  Rules 13a-14 and 15d-14,  as adopted  pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002

32.      Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K:

         None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.


Farber  & Hass  LLP is the  Company's  independent  auditor.  Farber  & Hass LLP
performed the services listed below and was paid the fees listed below.

Audit Fees

Farber & Hass LLP billed aggregate fees of approximately  $42,050 for year ended
March 31,  2004 and  approximately  $42,699  for year ended  March 31,  2003 for
professional  services  rendered for the audit of the Company's annual financial
statements  and review of the  financial  statements  included in the  Company's
Quarterly Reports on Form 10-QSB.

Tax Fees

Farber & Hass LLP did provide and billed for  professional  services  during the
two years ended March 31, 2004 in connection with tax advise, tax compliance for
the total amount of $ 2500

All Other Fees

Farber & Hass LLP did not  provide or bill for any other  professional  services
during the two years ended March 31, 2004.



                                       31
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") the Registrant  caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                         REMEDENT USA, INC.


Dated: July 13, 2004                     /s/  Robin List
                                         ---------------------------------------
                                         By:  Robin List
                                         Its: Chief Executive Officer (Principal
                                              Executive Officer) and Director


Dated: July 13, 2004                     /s/  Stephen F. Ross
                                         ---------------------------------------
                                         By:  Stephen F. Ross
                                         Its: Chief Financial Officer (Principal
                                              Financial Officer and Principal
                                              Accounting Officer) and Director



                                       32
<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Remedent USA Inc.:

We have audited the  accompanying  consolidated  balance  sheet of Remedent USA,
Inc.  (the  "Company")  as of  March  31,  2004  and  the  related  consolidated
statements of operations,  shareholders' equity and cash flows for the two years
then ended.  These consolidated  financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall  presentation of the consolidated
financial statements.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion,  the  accompanying  consolidated  financial  statements  present
fairly, in all material respects, the financial position of the Company at March
31, 2004 and the results of its  operations and its cash flows for the two years
then ended in conformity with accounting  principles  generally  accepted in the
United States.



/s/ Farber & Hass LLP
May 28, 2004
Camarillo, California


                                      F-1
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004




                                     ASSETS


CURRENT ASSETS
   Cash and cash equivalents                                        $       564
   Investments, available for sale                                      171,818
   Accounts receivable, net                                           1,347,613
   Due from related party                                               147,887
   Inventories, net                                                     431,314
   Prepaid expense                                                       21,742
                                                                    -----------

          TOTAL CURRENT ASSETS                                        2,120,938

PROPERTY AND EQUIPMENT, NET                                              44,316
                                                                    -----------

          TOTAL ASSETS                                              $ 2,165,254
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Line of credit                                                   $   245,660
   Accounts payable                                                     667,961
   Due to related parties                                               127,960
   Due to non related parties                                           744,372
   Accrued liabilities                                                  348,491
   Notes payable                                                        184,857
                                                                    -----------

          TOTAL CURRENT LIABILITIES                                   2,319,301
                                                                    -----------

Minority interest in Remedent N.V.                                      704,074

STOCKHOLDERS' DEFICIT
   Common stock (50,000,000 shares authorized,
   $0.001 par value; 39,579,158 shares issued and outstanding)           39,579
   Additional paid-in capital                                         4,880,932
   Accumulated deficit                                               (5,708,761)
   Common stock subscribed (372,816 shares)                                 373
   Accumulated other comprehensive (loss)
     (foreign currency translation adjustment)                          (70,244)
                                                                    -----------

          TOTAL STOCKHOLDERS' DEFICIT                                  (858,121)
                                                                    -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $ 2,165,254
                                                                    ===========


                                      F-2
<PAGE>





                       REMEDENT USA, INC. AND SUBSIDIARES
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003

                                              Year Ended
                                               March 31,
                                       --------------------------
                                           2004           2003
                                       -----------    -----------

NET SALES                              $ 5,234,855    $ 1,969,144

COST OF SALES                            2,413,920      1,062,681
                                       -----------    -----------

GROSS PROFIT                             2,820,935        906,463
                                       -----------    -----------

OPERATING EXPENSES
   Research and development                 90,700         93,186
   Sales and marketing                     159,723         64,132
   General and administrative            1,828,383      1,354,554
   Depreciation and amortization            23,540         21,804
   Impairment loss for IMDS Goodwill             0        330,000
                                       -----------    -----------

         TOTAL OPERATING
             EXPENSES                    2,102,346      1,863,676
                                       -----------    -----------

INCOME (LOSS) FROM OPERATIONS              718,589       (957,213)
                                       -----------    -----------

OTHER INCOME (EXPENSES)
   Interest expense                       (130,422)       (70,356)
   Interest/other income                    19,300         21,195
                                       -----------    -----------

         TOTAL OTHER
          INCOME (EXPENSES)               (111,122)       (49,161)
                                       -----------    -----------

INCOME (LOSS) BEFORE
  INCOME TAXES                             607,467     (1,006,374)

MINORITY INTEREST IN
   REMEDENT N.V                           (639,258)             0

INCOME TAX BENEFIT (EXPENSE)                     0              0
                                       -----------    -----------
NET INCOME (LOSS)                      $   (31,791)   $(1,006,374)
                                       ===========    ===========



                                      F-3
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARES
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003



INCOME (LOSS) PER SHARE
       Basic                           $        (0.00)   $       ( 0.03)
                                       ===============   ==============
       Diluted                         $        (0.00)   $       ( 0.03)
                                       ===============   ==============

WEIGHTED AVERAGE SHARES
     OUTSTANDING
       Basic                                31,742,276       30,855,308
                                       ===============   ==============
       Diluted                              33,819,890       30,855,308
                                       ===============   ==============



                                      F-4
<PAGE>


<TABLE>
<CAPTION>

                                                 REMEDENT USA, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                             FOR THE YEARS ENDED MARCH 31, 2004 AND 2003

                                                                                                         Accumulated
                                                                   Additional                  Common          Other
                                                                      Paid-in Accumulated       Stock  Comprehensive
                                                   Shares  Amounts    Capital     Deficit  Subscribed          (loss)      Total
                                               ---------- -------- ---------- -----------  ----------  -------------   ---------
<S>                                            <C>        <C>      <C>        <C>          <C>         <C>             <C>
Balance, March 31, 2002                        30,824,058   30,824  4,000,194  (4,670,596)          0        (88,714)   (728,292)
                                                                                                                               0
Common stock issued under private placements       62,500       63      4,937           0           0              0       5,000
Subscription receivable                                 0        0          0           0           0         77,848      77,848
Common stock subscribed                                 0        0          0           0     438,357              0     438,357
Minority interest in Remedent N.V.                      0        0          0           0           0              0           0
Cumulative translation adjustment                       0        0          0           0           0        (37,328)    (37,328)
Net loss                                                0        0          0  (1,006,374)          0              0  (1,006,374)
                                                                                                                               0
--------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2003                        30,886,558   30,887  4,005,131  (5,676,970)    438,357        (48,194) (1,250,789
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               0
Common stock issued under private placements      375,000      375     29,625           0     (30,000)             0           0
Common stock issued for:                                                                                                       0
   Sale of toothbrush division                    750,000      750    334,964           0           0              0     335,714
   Consulting services                          4,172,500    4,172    280,391           0    (284,563)             0           0
   Repayment of working capital loans, accrued    595,100      595     60,389           0     (60,984)             0           0
   expenses and accrued payroll
   Purchase of shares in PureWhite International  105,000      105      3,177           0           0              0       3,282
   Settlement of consulting services              500,000      500     22,200           0     (15,187)             0       7,513
   Payment of related parties debts and payroll   945,000      945     46,305           0     (47,250)             0           0
   Private placement                            1,250,000    1,250     98,750           0           0              0     100,000
Cumulative translation adjustment                       0        0          0           0           0        (22,050)    (22,050)
Net loss                                                0        0          0     (31,791)          0              0     (31,791)
                                                                                                                               0
                                                                                                                               0
--------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004                        39,579,158   39,579  4,880,932  (5,708,761)        373        (70,244)   (858,121
================================================================================================================================
</TABLE>


                                       F-5
<PAGE>




                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003



                                                       2004           2003
                                                   -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                      $   (31,791)   $(1,006,374)
   Adjustments to reconcile net cash
     (used) by operating activities:
          Depreciation                                   8,043          1,749
        Amortization                                    16,594         16,594
          Stock for services and interest                    0          6,225
          Impairment loss on IMDS Goodwill                   0        330,000
          Allowance for doubtful accounts              (63,264)             0
          Reserve for obsolescence                      28,681              0
   Minority Interest                                   639,258              0
   Changes in operating assets and liabilities:
     Accounts receivable                            (1,106,336)       (19,941)
     Notes receivable                                        0         (1,615)
     Inventories                                      (343,165)         2,953
     Prepaid expenses                                   17,301          1,198
     Accounts payable                                  215,205         87,593
     Accrued liabilities                                81,213         (1,127)
     Other assets                                        1,790          1,611
                                                   -----------    -----------
        NET CASH (USED) BY
           OPERATING ACTIVITIES                       (536,471)      (581,134)
                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment                              (24,907)             0
   Investments                                        (171,818)             0
   Notes from related parties                          (10,939)             0
                                                   -----------    -----------

        NET CASH PROVIDED (USED) BY
            INVESTING ACTIVITIES                      (207,664)             0
                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net payments and proceeds from notes payable         85,414        (33,537)
   Net payments and proceeds from line of credit       (15,912)        76,353
   Proceeds from sale of common stock                  100,000        607,743
   Subscription receivable                                   0       (145,319)
   Payments to related parties                               0         (5,952)
   Notes to related parties                            588,555         56,825
                                                   -----------    -----------
        NET CASH PROVIDED (USED) BY
            FINANCING ACTIVITIES                       766,749        556,113
                                                   -----------    -----------


                                      F-6
<PAGE>




                       REMEDENT USA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003



                                                       2004           2003
                                                   -----------    -----------
NET (DECREASE) IN CASH
   AND CASH EQUIVALANTS                            $    22,051    $   (25,021)

EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                         (21,870)        (6,919)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                                         0         31,940
                                                   -----------    -----------
CASH AND CASH EQUIVALENTS,
   END OF YEAR                                     $       564    $         0
                                                   ===========    ===========


SUPPLEMENTAL NON-CASH INVESTING
   AND FINANCING ACTIVITIES:

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

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

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

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

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

During  March  2004,  the  Company  issued  945,000  shares of  common  stock in
repayment of related party debts and payroll for a total of $472,550.

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


Supplemental Information:
 Interest paid                   $ 111,118         $  70,603
 Taxes                           $       0         $     800


                                      F-7
<PAGE>



                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003




                                                           Year Ended
                                                            March 31,
                                                   --------------------------
                                                       2004          2003
                                                   -----------    -----------

NET (LOSS)                                         $   (31,791)   $(1,006,374)

OTHER COMPREHENSIVE
  INCOME (LOSS):
     Foreign currency translation
       adjustment                                      (21,870)       (37,328)
                                                   -----------    -----------
COMPREHENSIVE (LOSS)                               $   (53,661)   $(1,043,702)
                                                   ===========    ===========




                                      F-8
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE 1   GENERAL

         The accompanying audited consolidated  financial statements include the
         accounts of Remedent USA, Inc.  (Incorporated in Delaware) and it's two
         subsidiaries,  Remedent  NV  (Belgian  corporation)  located in Deurle,
         Belgium,   and   Remedent    Professional,    Inc.   (Incorporated   in
         California)(Collectively,  the  "Company").  Remedent  USA,  Inc.  is a
         holding  company  with  headquarters  in  Deurle,   Belgium.   Remedent
         Professional, Inc. has been dormant since inception. At March 31, 2004,
         Remedent USA owned 22% of Remedent NV, a manufacturer  of  professional
         dental equipment for use by dentists.  Since the other  shareholders of
         Remedent NV are officers of Remedent USA or companies owned by officers
         of Remedent USA, the Company believes that it has "control" of Remedent
         NV, as  defined  by ARB 51  "Consolidated  Financial  Statements",  The
         Company  has  consolidated  the  financial   position  and  results  of
         operations of Remedent NV. Remedent  Professional  Inc., a wholly owned
         subsidiary  of  Remedent  USA is the  United  States of  America  sales
         organization for equipment manufactured by Remedent NV. All significant
         inter-company  accounts and  transactions  have been  eliminated in the
         consolidated financial statements.

NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis for Presentation

         The  Company's  financial  statements  have been prepared on an accrual
         basis of accounting, in conformity with accounting principles generally
         accepted in the United States of America.  These principles contemplate
         the  realization of assets and liquidation of liabilities in the normal
         course  of  business.   The  preparation  of  financial  statements  in
         conformity with accounting  principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that  affect  the  reported  amounts  of  assets  and  liabilities  and
         disclosure  of  contingent  assets and  liabilities  at the date of the
         financial  statements  and  reported  amounts of revenues  and expenses
         during the reporting  periods.  Actual  results could differ from those
         estimates.  These  financial  statements do not include any adjustments
         that might be necessary if the Company is unable to continue as a going
         concern.


         Principles of Consolidation

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


                                      F-9
<PAGE>

         Concentration of Risk

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

         Concentrations  of credit risk with  respect to trade  receivables  are
         normally  limited  due  to  the  number  of  customers  comprising  the
         Company's   customer  base  and  their   dispersion   across  different
         geographic areas. At March 31, 2004, one customer  accounted for 76% of
         the Company's  trade accounts  receivable.  This number  represents the
         collective  receivable on the group Omega Pharma,  which includes Omega
         Pharma NV  (Belgium),  Chefaro UK, Ltd,  Chefaro  Espanola SA,  Chefaro
         Nederland BV, Chefaro Portuguesa and Deutsche Chefaro Pharma GmbH, that
         are invoiced  through the Belgium  Headquarters.  The Company  performs
         ongoing  credit  evaluations  of its  customers  and normally  does not
         require collateral to support accounts receivable.

         Purchases - The  Company  relies  primarily  on two  suppliers  for its
         products  (Diamond  Wipes  International,  and Eurosep).  The loss of a
         supplier  would have a material  impact on the Company's  operations in
         that the Company would have to establish new relationships with similar
         suppliers  or  produce  the  product  in house.  Purchases  from  these
         suppliers  for the year ended  March 31,  2004  totaled  35% and 18% of
         gross purchases.

         Revenues - for the year ended March 31, 2004, the Company had one group
         of customers  (represented  by Omega Pharma NV) who's sales were 45% of
         total revenues.

         Revenue Recognition

         Sales are recorded when  products are shipped to customers.  Provisions
         for  discounts  and  rebates  to  customers,   estimated   returns  and
         allowances,  and other  adjustments are provided for in the same period
         that related  sales are  recorded.  The Company  recognizes  revenue in
         accordance with Staff Accounting Bulletin 101.

         Impairment of Long-Lived Assets

         Long-lived  assets  consist  primarily of property and  equipment.  The
         recoverability  of  long-lived  assets is  evaluated  by an analysis of
         operating  results and  consideration  of other  significant  events or
         changes in the business environment. If impairment exists, the carrying
         amount of the long-lived assets is reduced to its estimated fair value,
         less any costs  associated with the final  settlement.  As of March 31,
         2004,  management  believes  there was no  impairment  of the Company's
         long-lived assets.

         Pervasiveness of Estimates

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


                                      F-10
<PAGE>

         Cash and Cash Equivalents

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

         Investments, Available for Sale

         The Company accounts for investments, available for sale, in accordance
         with SFAS No.  115,  "Accounting  for Certain  Investments  in Debt and
         Equity    Securities."   The   Company   determines   the   appropriate
         classification  of  all  marketable   securities  as  held-to-maturity,
         available for sale or trading at the time of purchase, and re-evaluates
         such  classification  as of each balance  sheet date. At March 31, 2004
         all  of  the  Company's   investments  in  marketable  securities  were
         classified  as  available-for-sale,  and as a result,  were reported at
         fair value.  Unrealized gains and losses are reported as a component of
         accumulated other comprehensive income (loss) in stockholders'  equity.
         The amortized cost of debt  securities is adjusted for  amortization of
         premiums  and  accretion  of  discounts  from the date of  purchase  to
         maturity.  Such  amortization  is  included  in  interest  income as an
         addition  to or  deduction  from  the  coupon  interest  earned  on the
         investments.  The Company follows its investment  managers'  methods of
         determining  the cost basis in computing  realized  gains and losses on
         the sale of its available for sale securities,  which includes both the
         specific  identification  and average cost methods.  Realized gains and
         losses are included in other income (expense).

         Accounts Receivable and Allowance for Doubtful Accounts

         The Company sells  professional  dental equipment to various companies,
         primarily to distributors located in Western Europe. The terms of sales
         vary by  customer,  however,  generally  are 2% 10  days,  net 30 days.
         Accounts  receivable  is  reported at net  realizable  value and net of
         allowance  for doubtful  accounts.  As of March 31, 2004 and 2003,  the
         allowance for doubtful accounts was $27,353 and $90,617,  respectively.
         The Company  uses the  allowance  method to account  for  uncollectible
         accounts  receivable.  The  Company's  estimate is based on  historical
         collection  experience  and a review  of the  current  status  of trade
         accounts receivable.

         Prepaid Expense

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

         Property and Equipment


                                      F-11
<PAGE>

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

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

             Tooling                            3 Years
             Furniture and fixtures             4 Years

         Customers Outside of the United States

         Sales to customers outside of the United States were 99% of total sales
         for the year ended March 31, 2004 and 100 % of total sales for the year
         ended 2003.  The sales were made mostly to customers in countries  that
         are members of the European Union ("EU").

                                                 March 31,    March 31,
                                                   2004         2003
                                                ----------   ----------
         Local sales                            $   48,704   $        0
         Foreign sales                          $5,186,151   $1,969,144
                                                ----------   ----------

           Total sales                          $5,234,855   $1,969,144
                                                ==========   ==========


         Research and Development Costs

         The Company expenses research and development costs as incurred.

         Advertising

         Costs incurred for producing and communicating advertising are expensed
         when  incurred  and  included  selling,   general  and   administrative
         expenses.  For the years ended  March 31,  2004 and 2003,  consolidated
         advertising expense amounted to $160,636 and 30,076, respectively.

         Income taxes

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

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


                                      F-12
<PAGE>


         Warranties

         The Company typically warrants its products against defects in material
         and  workmanship  for a period of 18 months from  shipment.  Based upon
         historical  trends and warranties  provided by the Company's  suppliers
         and  sub-contractors,  the Company has made no  provision  for warranty
         costs.


         Impact of New Accounting Standards

         In June of 2003,  the FASB  issued  SFAS  146,  "Accounting  for  Costs
         Associated  with Exit or Disposal  Activities,"  which  nullifies  EITF
         Issue 94-3. SFAS 146 is effective for exit and disposal activities that
         are initiated  after March 31, 2003 and requires that a liability for a
         cost  associated  with an exit or disposal  activity be recognized when
         the  liability  is  incurred,  in  contrast  to the date of an entity's
         commitment to an exit plan, as required by EITF Issue 94-3. The Company
         adopted the provisions of SFAS 146 effective January 1, 2004.

         In  March  2003,  the  FASB  issued  SFAS  No.  148,   "Accounting  for
         Stock-Based  Compensation - Transition and Disclosure".  This Statement
         amends SFAS No. 123, "Stock-Based Compensation", to provide alternative
         methods of  transition  for a voluntary  change to the fair value based
         method  of  accounting  for  stock-based  employee   compensation.   In
         addition, this Statement amends the disclosure requirements of SFAS No.
         123 to  require  prominent  disclosures  in  both  annual  and  interim
         financial  statements  about the method of accounting  for  stock-based
         employee  compensation  and the effect of the method  used on  reported
         results.

         The  alternative  methods of  transition  of SFAS 148 are effective for
         fiscal years ending after March 15, 2003. The Company follows APB 25 in
         accounting for its employee stock options.  The disclosure provision of
         SFAS 148 is  effective  for years  ending  after March 15, 2003 and has
         been  incorporated  into these  consolidated  financial  statements and
         accompanying footnotes.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity". This Statement establishes standards for how an issuer of debt
         classifies   and   measures   certain   financial    instruments   with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify  certain  financial  instruments as a liability (or an
         asset in some  circumstances)  instead  of  equity.  The  Statement  is
         effective for financial  instruments entered into or modified after May
         31, 2004,  and  otherwise  is  effective at the  beginning of the first
         interim  period  beginning  after June 15, 2004. The Company will adopt
         this  Statement on July 1, 2004.  The Company does not believe that any
         of these recent accounting  pronouncements  will have a material impact
         on their financial position or results of operations.

         In April 2003, the FASB issued SFAS 145  "Rescission of FASB Statements
         No. 4, 44, and 64,  Amendment of FASB  Statement  NO. 13, and Technical
         Corrections."  This  Statement  rescinds  SFAS 4,  Reporting  Gains and
         Losses from Extinguishment of Debt. and an amendment of that statement,
         SFAS  64,   Extinguishments  of  Debt  Made  to  Satisfy   Sinking-Fund
         Requirements.  The rescission of these Statements  alters the financial
         reporting  requirements  from  gains  and  losses  resulting  from  the
         extinguishment  of debt.  These gains or losses  should now be reported
         before   extraordinary   items,   unless  the  two   requirements   for
         extraordinary  items are met.  This  statement  also  rescinds SFAS 44,
         Accounting for Intangible  Assets of Motor Carriers and amends SFAS 13,
         Accounting  for  Leases,  to  eliminate  an  inconsistency  between the
         required  accounting for  sale-leaseback  transactions and the required
         accounting for certain lease  modifications  that have economic effects
         that are similar to  sale-leaseback  transactions.  This statement also
         amends  other  existing  authoritative  pronouncements  to make various
         technical   corrections,    clarify   meanings,   or   describe   their
         applicability under changed conditions.


                                      F-13
<PAGE>

         The provisions of this statement related to the rescission of Statement
         4 shall be applied in fiscal years  beginning  after May 15, 2003.  Any
         gain or loss  on  extinguishment  of debt  that  was  classified  as an
         extraordinary  item in prior periods  presented  that does not meet the
         criteria in Opinion 30 for classification as an extraordinary  shall be
         reclassified.  The provisions of this Statement related to Statement 13
         shall be effective for transactions occurring after May 15, 2003.


         Computation of Earnings Per Share


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


         Conversion of Foreign Currencies

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


         Accounting for Stock Based Compensation

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


                                      F-14
<PAGE>


NOTE 3   INVESTMENTS, AVAILABLE FOR SALE

         The following is a summary of the Company's investments,  available for
         sale as of March 31, 2004:

         Private bonds                             $    15,464
         Fixed income mutual funds                     156,354
                                                   -----------
           Total                                   $   171,818
                                                   ===========


NOTE 4   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

         A summary of accounts receivable and allowance for doubtful accounts is
         as follows:


         Accounts receivable                       $ 1,374,966
         Allowance for doubtful accounts                27,353
                                                   -----------

         Net accounts receivable                   $ 1,347,613
                                                   ===========

         Allowance for doubtful accounts:

         Balance, April 1, 2003                    $    90,617
         Decrease in estimate of provision
           for doubtful accounts                       (63,264)
                                                   -----------
         Balance, March 31, 2004                   $    27,353
                                                   ===========


NOTE 5   DUE FROM RELATED PARTIES

         On February 12, 2003,  Remedent NV entered  into a loan  agreement  for
         (euro)  125,000 (US $152,225 at March 31,  2004),  with a company owned
         and operated by Guy De Vreese,  the Company's  Chairman.  The agreement
         was entered into in connection with a line of credit  established  with
         the bank ING (Formerly Bank Brussel Lambert  ("BBL")) for amounts up to
         (euro) 250,000 (US $304,450 at March 31, 2004) (see Note 7). Due to the
         insufficient  assets  maintained by the Company as of inception date of
         the line of credit, the ING (Formerly BBL) imposed two requirements for
         the  extension of credit;  (1) Mr. De Vreese  personally  guarantee the
         line of  credit,  and (2)  another  company  owned by Mr. De Vreese was
         required to repay its  existing  line of credit in full.  As such,  the
         loan received was utilized to repay the other  company's  existing line
         of credit.  Repayment of the loan will occur upon the Company's ability
         to provide  sufficient assets to replace the personal  guarantee of Mr.
         De Vreese.


NOTE 6   INVENTORIES

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


                                      F-15
<PAGE>


                                                     March 31,    March 31,
                                                       2004          2003
                                                   -----------    -----------
 Raw materials                                     $     5,839    $    88,717
 Finished goods                                        462,324         36,281

 Less: Inventory reserve                               (36,849)        (8,168)
                                                   -----------    -----------
Inventories, net                                   $   431,314    $   116,830
                                                   ===========    ===========


NOTE 7   PROPERTY AND EQUIPMENT

         Property and equipment are summarized as follows:


                                                     March 31,    March 31,
                                                       2004          2003
                                                   -----------    -----------
Tooling                                            $    49,782    $    49,782
 Furniture and fixtures                                 41,268         16,361
 Less accumulated depreciation                         (46,734)       (22,097)
                                                   -----------    -----------
 Property and equipment, net                       $    44,316    $    44,046
                                                   ===========    ===========


NOTE 8   GOODWILL

         On January 15, 2003,  Remedent NV acquired a concept and related assets
         named,  International  Medical & Dental  Support  ("IMDS")  for  dental
         practitioner outsourcing.  At the time of the acquisition,  there was a
         shortage  of  dentists in Holland and a surplus of dentists in Belgium.
         The idea behind  IMDS was to place  Belgium  dentists  in Dutch  dental
         offices.  The acquisition was for a total of 6,000,000 shares of common
         stock,  valued at $330,000.  The value of the common  shares issued was
         determined  based on the market price of the Company's  common stock on
         the date of acquisition.  The assets the Company acquired  consisted of
         the following:  a business plan for the concept with supporting  market
         data,  a software  package,  two staff  members who had  experience  in
         telemarketing,  a list of Belgium  dentists,  a list of Dutch dentists,
         forms of  contracts,  and a website  domain name.  IMDS had no physical
         facilities or operations.

         On  January  1,  2003,  the  Company  adopted  SFAS 142 and has  ceased
         amortization of goodwill,  which is deemed to have an indefinite  life.
         Under the new rules,  the  Company is no longer  permitted  to amortize
         intangible assets with indefinite  lives;  instead they will be subject
         to periodic tests for impairment.  SFAS 142 supercedes APB Opinion #17,
         Intangible  Assets.  In accordance with SFAS 142,  management  annually
         assesses the present value of the projected  cash flows of the acquired
         business.


                                      F-16
<PAGE>

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


NOTE 9   LINE OF CREDIT

         On February 16, 2004, Remedent N.V. entered into a (euro) 1,050,000 (US
         $1,289,715 at March 31, 2004) Line of Credit Facility (the  "Facility")
         with the ING bank  (Formerly  BBL),  consisting of a (euro) 800,000 (US
         $982,640) credit line based on the companies receivable on the specific
         customer Omega Pharma N.V. and a (euro)  250,000 (US $307,075)  general
         line of  credit.  Advances  are  approved  by the bank based upon bonds
         issued and approved by Omega Pharma N.V. as settlement  for  Remedent's
         accounts receivable.  Advances on this line will bear costs at a drawee
         rate of 7.55%.  As of March  31,  2004,  $546,683  (Euro  445,073)  was
         received as advances under this line of credit against  documents.  The
         general  line of credit is  secured  by the  personal  assets of Guy de
         Vreese,  the  Company's  Chairman.  As of March 31,  2004,  $245,660 is
         outstanding under this line of credit.


NOTE 10  DUE TO RELATED PARTIES

                                                    March 31,       March 31,
                                                       2004           2003
                                                   -----------    -----------
  Borrowings from a former
  director in the form of
  convertible debentures                           $    69,002    $    69,002

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

 Borrowings in the form of
   working capital loans from
   entities controlled by officers
    of the Company                                     744,372        155,817
                                                   -----------    -----------
 Due to related parties                            $   872,332    $   283,777
                                                   ===========    ===========


         The  convertible  debentures  issued to the former  director are due on
         demand,  bearing  interest at 10% per annum,  and are convertible  into
         common  stock at the  sole  discretion  of the  holder  at  percentages
         between  30% and 37.5% of the average  trading  price for the stock for
         the 30 day period immediately prior to the maturity date. In connection
         with this conversion feature,  the Company recorded a charge of $59,002
         and $10,000 to interest expense during the fiscal years ended March 31,
         2001 and 2000,  respectively.  These amounts were  calculated on the 30
         day period  prior to the dates of the notes,  and are subject to change
         based on the 30 day period prior to the maturity dates. As of March 31,
         2004 and 2003,  $27,372 and  $20,472,  respectively,  were  accrued for
         unpaid interest.

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



                                      F-17
<PAGE>




NOTE 11  ACCRUED LIABILITIES

         Accrued liabilities are summarized as follows:

                                                     March 31,      March 31,
                                                       2004           2003
                                                   -----------    -----------

Accrued interest                                   $    56,380    $    38,525
Accrued audit and tax fees                              32,883         77,500
Accrued consulting                                       4,500         61,500
Accrued social taxes                                   119,484         63,189
Accrued VAT                                             44,398              0
Accrued other                                           90,846         26,564
                                                   -----------    -----------
Accrued liabilities                                $   348,491    $   267,278
                                                   ===========    ===========


NOTE 12  NOTES PAYABLE

         Notes payable are summarized as follows:

                                                     March 31,      March 31,
                                                       2004           2003
                                                   -----------    -----------
Convertible Debentures:
  Maturity Dates: September 1, 2001 thru February 8, 2002
  Interest rate: 10% per annum
  Optional  conversion  rate: 30% of the average
  trading price (average of bid and ask) for the
  30 days immediately prior to the maturity date.
  Debentures are unsecured.

  Unpaid principal balance                         $    73,578    $    78,576

Union Bank Debt:
  Maturity Dates: April 26, 2005
  Interest rate: 7,5% per annum
  Security All of the assets of the company

  Unpaid principal balance                              11,279         22,971

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

  Unpaid principal balance                             100,000              0
                                                   -----------    -----------

Notes payable                                      $   184,857    $   101,547
                                                   ===========    ===========


                                      F-18
<PAGE>


NOTE 13  INCOME TAXES

         Deferred taxes - United States

         The components of the deferred tax assets are as follows:

         Net operating loss carryforwards                         $ 1,229,000
         Accrued expenses and miscellaneous                            20,000
                                                                  -----------
                                                                    1,249,000
         Less valuation allowance                                  (1,249,000)
                                                                  -----------
         Net deferred tax assets                                  $         0
                                                                  ===========

         A reconciliation of valuation allowance is as follows:

         Balance, April 1, 2003                                   $ 1,074,000
         Addition for the period                                      175,000
                                                                  -----------
         Balance, March 31, 2004                                  $ 1,249,000
                                                                  ===========

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

         Tax Carryforwards in Belgium

         For the period  ended  March 31,  2004,  Remedent  N.V.  has  available
         approximately  (euro) 496,452 (US $407,663 at March 31, 2004) of unused
         net  operating  loss   carryforwards  for  Belgian  income  tax.  These
         carryforwards have no expiration date.


         Tax Carryforwards in the United States

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



                                      F-19
<PAGE>





NOTE 14  CAPITAL TRANSACTIONS

         During  May 2003,  the  Company  completed  the sale of the  toothbrush
         division  with the  issuance  of 750,000  shares of common  stock to an
         entity  controlled  by Ken  Hegemann,  a former member of the Company's
         Board of Directors.

         During June 2003,  the Company issued 400,000 shares of common stock in
         settlement of consulting fees in the amount of $20,000.

         During  October 2003, the Company issued 375,000 shares of common stock
         in a private placement for $0.08 each for a total of $30,000.00.

         During December 2003, the Company issued 595,100 shares of common stock
         in payment of working  capital  loans,  accrued  expenses  and  accrued
         payroll for a total of $81,561.

         During December 2003, the Company issued 105,000 shares of common stock
         to  three   individuals  as  purchase  of  14.85%  share  in  PureWhite
         International BV for a total of $3,282.

         During March 2004, the Company issued  3,000,000 shares of common stock
         in payment of services to Robin List, the Company CEO and to Lident NV,
         a  related  party,  (formerly  known  as New  BitSnap  NV),  an  entity
         controlled by Guy De Vreese, the Company's Chairman.

         During March 2004, the Company issued 772,500 shares of common stock to
         Robin List, the Company's CEO and Guy De Vreese, the Company's Chairman
         in payment of consulting fees for a total of $87,000.

         During March 2004, the Company issued 945,000 shares of common stock to
         Ken Hegemann, a former member of the Company's Board of Directors,  and
         to Rebecca Inzunza, for Company CEO and the spouse of Mr. Hegemann,  in
         repayment of related party debts and payroll for a total of $472,550.

         During March 2004, the Company issued 500,000 shares of common stock to
         Robin List, the Company's  CEO, for the  settlement of consulting  fees
         for a total of $22,700.

         During March 2004, the Company issued  1,250,000 shares of common stock
         to Lausha NV, a related party entity  controlled by Guy De Vreese,  the
         Company's  Chairman,  in a private placement for $0,08 each for a total
         of $100.000



                                      F-20
<PAGE>


NOTE 15  STOCK OPTIONS

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

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

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

         Asummary  of the option  activity  for the year ended  March 31,  2004,
         pursuant to the terms of the plan is as follows:

                                                                    Weighted
                                                      Shares        Average
                                                       Under       Exercise
                                                      Option         Price
                                                   -----------    -----------
         Options outstanding at April 1, 2003        4,620,900    $       .07
            Granted                                          0            .00
            Exercised                                        0            .00
            Cancelled and expired                     (420,900)           .26
                                                   -----------
         Options outstanding at March 31, 2004       4,200,000            .06
                                                   ===========

         3,340,000 shares are exercisable at March 31, 2004

         Information regarding stock options outstanding as of March 31, 2004 is
         as follows:


            Price range                            $       .05 -  $       .20
            Weighted average exercise price        $       .06
            Weighted average remaining
              contractual life                           7 years, 11 months

         The weighted  average fair value of options  granted for the year ended
         March  31,  2004  were  estimated  as of the  date of grant  using  the
         Black-Scholes  stock  option  pricing  model,  based  on the  following
         weighted average assumptions:

            Dividend yield                                                  0
            Expected volatility                                            50%
            Risk free interest rate                                     3.127%
            Expected life                                            10 years

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

         Net loss:
            As reported                                           $   (31,791)
            Proforma                                              $   (37,859)


                                      F-21
<PAGE>

         Income per share attributable to common stock:

         Basic
            As reported                                           $      (.00)
            Proforma                                              $      (.00)

         Diluted
            As reported                                           $      (.00)
            Proforma                                              $     (.00)


NOTE 16  COMMON STOCK PURCHASE WARRANTS

         The following is a summary of the stock purchase  warrants  outstanding
         as of March 31, 2004:

            Number of shares                                        3,206,300
            Price per share                        $       .10 -  $       .50
            Expiration date                January 11, 2007 - August 19, 2007


NOTE 17  COMMITMENTS AND CONTINGENCIES

         REAL ESTATE LEASE

         The Company leases its office and warehouse facilities in Deurle from a
         related party under the following terms and conditions:

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

         Rent  expense  for the years  ended March 31, 2004 and 2003 was $96,200
         and $79,106 respectively.

         AGREEMENT WITH OMEGA PHARMA NV

         On September 9, 2003 the Company entered into a five year  distribution
         agreement with Omega Pharma NV ("Omega").  Omega has agreed to sell and
         distribute the trademark product  "CleverWhite" in Belgium,  Luxemburg,
         Spain,  Portugal,  the  Netherlands  and  the  United  Kingdom  as  the
         Company's sole and exclusive  distributor.  During the year ended March
         31,  2004,  the  Company  had one group of  customers  (represented  by
         entities  related  to Omega  Pharma  NV) whose  sales were 45% of total
         revenues.


                                      F-22
<PAGE>



NOTE 18  SEGMENT INFORMATION

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


         The following is segment information for the years ended March 31, 2004
         and 2003:




<TABLE>
<CAPTION>

                                            European Operations


                           Professional        Dental         Total       United
                                 Dental      Employee      European       States
                               Products   Outsourcing    Operations   Operations        Total
                           ------------   -----------    ----------   ----------   ----------
         <S>               <C>            <C>            <C>          <C>          <C>
         2004
         Net sales           $5,234,855            $0    $5,234,855           $0   $5,234,855
         Income (loss)
         from operations        893,119             0       893,119     (174,530)     718,589
         Total assets         2,165,254             0     2,165,254            0    2,165,254
         Depreciation and
         amortization            23,540             0        23,540            0       23,540
         Capital
         expenditures            24,907             0        24,907            0       24,907

         2003
         Net sales           $1,964,503        $4,641    $1,969,144           $0   $1,969,144
         Income (loss)
         from operations      (461,482)                   (461,482)     (495,731)    (957,213)
         Total assets           516,670             0       516,670            0      516,670
         Depreciation and
         amortization            21,804             0        21,804            0       21,804
         Capital
         expenditures                 0             0             0            0            0

</TABLE>

NOTE 19  SUBSEQUENT EVENTS (Unaudited)

         In March 2004,  a majority  of the  Company's  shareholders  executed a
         Majority Written Consent that authorizes of the following:

         o        Acquire the remaining 78% of our  subsidiary,  Remedent  N.V.,
                  that the Company does not now own. The  consideration for this
                  78%  will be the  issuance  of  shares  of our  common  stock.
                  Following   this   acquisition,   Remedent  N.V.  would  be  a
                  wholly-owned subsidiary.


                                      F-23
<PAGE>

         o        Amend the Company's  Articles of Incorporation to (i) increase
                  the  number  of   authorized   shares  of  Common  Stock  from
                  50,000,000 shares to 200,000,000  shares, (ii) implement a one
                  for twenty reverse stock split, and (iii) change the Company's
                  name from Remedent USA, Inc. to Remedent, Inc.

         o        Following  the  Implementation  of the  reverse  stock  split,
                  implement a 2004 Incentive and Nonstatutory Stock Option Plan,
                  in which 800,000  shares of Common Stock would be reserved for
                  issuance  to  employees,  directors  and  consultants  of  the
                  Company or any subsidiaries.

         The Company will not be able to act upon this majority  written consent
         until 20 days  following  the latter of (i) the filing of a  Definitive
         Information Statement on Schedule 14C with the SEC and (ii) the mailing
         of this Definitive Information Statement to our shareholders.  In order
         to file this Definitive Information  Statement,  the Company will first
         need to file a  Preliminary  Information  Statement  and either (i) not
         receive any SEC comments on the  Preliminary  Information  Statement or
         (ii) satisfactorily address any SEC comments received.  Therefore,  the
         Company could not act upon the majority written consent until all these
         actions are  consummated.  Therefore the Company has not  retroactively
         revised the  consolidated  financial  statements in accordance with SEC
         Staff  Accounting  Bulletin  Topic  4C to  reflect  the  effect  of the
         possible reverse stock split.



                                      F-24