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, 2003
                                       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)

[1921 MALCOLM AVENUE, #101
LOS ANGELES, CALIFORNIA                                90025]
--------------------------------------                 ------
 (Address of principal executive offices)            (Zip code)

                                 (310) 922-5685
                (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,  2003:
30,886,558.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

The following  documents  are  incorporated  herein by  reference:  Registration
Statement on Form SB-2, filed on July 24, 2002 (Registration No. 333-96999).


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                        <C>
PART I                                                                                     PAGE

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

Item 2      Properties......................................................................6

Item 3      Legal Proceedings...............................................................6

Item 4      Submission of Matters to a Vote of Security Holders.............................6

PART II

Item 5      Market for Registrant's Common Equity and Related
            Stockholder Matters.............................................................7

Item 6      Management's Discussion and Analysis of
            Financial Condition and Results of Operations...................................8

Item 7      Financial Statements...........................................................12

Item 8      Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure............................................12

PART III

Item 9      Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act..............................13

Item 10     Executive Compensation.........................................................14

Item 11     Security Ownership of Certain Beneficial Owners and
            Management.....................................................................16

Item 12     Certain Relationships and Related Transactions.................................17

Item 13     Exhibits and Reports on Form 8-K...............................................19

Item 14     Controls and Procedures

            Financial Statements..........................................................F-1

</TABLE>
<PAGE>


<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  firm.  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.")

On July 1,  2001,  in  connection  with this  diversification,  we formed  three
subsidiary   corporations,   Remedent  Professional  Holdings,   Inc.,  Remedent
Professional, Inc., and Remedent NV.

During the fourth quarter of the fiscal year ending March 31, 2002, we completed
the acquisition of a dental employee-outsourcing firm in Belgium,  International
Medical & Dental Support.  However,  Remedent no longer  operates  International
Medical  & Dental  Support  and,  at March 31,  2003  Remedent  recorded  a full
impairment loss ($330,000) on the goodwill of that company.

We own 22% of  Remedent  NV,  located  in  Ghent,  Belgium,  a  manufacturer  of
professional  dental equipment.  Remedent  Professional,  Inc., our wholly-owned
subsidiary,  is the United States sales organization for equipment  manufactured
by  Remedent  NV.  Remedent  Professional  Holdings,   Inc.,  our  wholly  owned
subsidiary, is currently inactive.

Remedent USA, Inc. is now  headquartered  in Ghent,  Belgium and has no offices,
employees or assets in the United States.

OUR BUSINESS

During the fourth  quarter of the fiscal year ended March 31, 2002, we initiated
our  entrance  into  the  professional   dental  equipment   market,   with  the
introduction of the RemeCure CL-15, high-speed dental curing light.


                                       1
<PAGE>


COMPETITION

The dental products market is intensely  competitive.  Within this market, there
are at least 12 companies  which offer  dental  curing and  whitening  lamps and
intraoral  cameras.  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  Patterson  Dental Co.,  Henry
Schein,  Inc.,  Dentsply,  Ultrak,  Air Techniques,  Kreativ Products,  American
Dental Technologies and Argon Laser.

BUSINESS STRATEGY

We  compete  within  the  high-technology  dental  equipment  market,  a  highly
competitive market. To compete within this market, our business strategy is to:

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

     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.

MARKETING STRATEGIES

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

In connection with our entrance into the dental equipment market, we continue to
analyze the most  cost-effective  manufacturing  and distribution  methods.  The
current method entails turn-key  manufacturing  with a large  manufacturer  with
distribution  occurring  through both drop shipments from the  manufacturer  and
shipments  from  our  own  facility.   This  provides  highly   predictable  and
controllable cost of sales and essentially eliminates all indirect manufacturing
overhead costs.



                                       2
<PAGE>




DISTRIBUTION METHODS

We currently  distribute our dental  equipment  through both drop shipments from
the  manufacturer  and  shipments  from  our  own  facility,   providing  highly
predictable  and  controllable  cost of sales and  essentially  eliminating  all
indirect manufacturing overhead costs.

PRINCIPAL SUPPLIERS

Consistent with our goal for highly  predictable and controllable  cost of sales
and the elimination of indirect  manufacturing overhead costs, we do not procure
raw materials or manufacture our products in-house.  As such, we have retained a
contract  manufacturer,  located in France,  for the complete  production of our
initial professional dental product, the RemeCure CL-15 high-speed curing light.
The  agreement  provides  that the  manufacturer  will procure all raw materials
necessary for the  production of the product,  and will charge a set price to us
for the product and the  related  quality  control  testing.  Additionally,  the
manufacturer provides a 14 month warranty from the date of receipt.

While we believe our  contract  manufacturer  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,  2003,  the  company had three  significant
customers,  accounting  for 31%,  21%, and 18%,  respectively,  of  consolidated
revenue.  For the  fiscal  year  ended  March  31,  2002,  the  company  had two
significant customers, accounting for 38% and 13%, respectively, of consolidated
revenue.

INTELLECTUAL PROPERTY

Within the dental products market, we are developing products,  which we believe
do not infringe upon any valid existing  proprietary rights of third parties. We
plan to seek patent  protection  for all technology  developed for  distribution
within this market.  We can provide no assurance  the steps taken to seek patent
protection  will be  successful.  Additionally,  if received,  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 or similarly
prosecute  an  infringement  claim.  The loss of such  rights (or our failure to
obtain similar licenses or agreements) would have a materially adverse effect on
our business,  financial condition, and results of operations. We can provide no
assurance the steps taken to protect  intellectual  property will be adequate to
prevent  misappropriation of that intellectual property, or that our competitors
will not independently develop products substantially  equivalent or superior to
our products.



                                       3
<PAGE>



GOVERNMENTAL APPROVAL

We market  dental  products  which are  legally  defined to be medical  devices,
therefore,  we are considered to be a medical device manufacturer and as such we
are subject to the regulations of, among other governmental entities, the United
States Food and Drug Administration and the corresponding agencies of the states
and foreign  countries in which a Company sells its 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.

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 they can be  marketed,  most  medical  devices  introduced  to the United
States market 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



                                       4
<PAGE>


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 and California  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 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.

We will  ensure  all  regulations  are  complied  with,  all  registrations  are
performed and all required clearances are received.

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 costs associated with the compliance of
environmental laws and regulations.

EMPLOYEES

We currently  retain  seven  full-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) costs have been  decreasing  during the current
fiscal  year.  R&D costs were  $93,186 and  $270,395  for the fiscal years ended
March  31,  2003 and 2002,  respectively.  The  decrease  for  fiscal  year 2003
reflects the decrease in expenses for design and  development  of the new curing
light  technology  introduced  during the first  quarter of 2002,  and intraoral
camera technology.



                                       5
<PAGE>



ITEM 2 - DESCRIPTION OF PROPERTY

 In Ghent,  Belgium,  we lease office and  warehouse  space on a  month-to-month
lease, for approximately (euro)6,300 ($7,107.35 as of July 14, 2003) per month.

ITEM 3 - LEGAL PROCEEDINGS

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

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

On March 27, 2002, the Company's  Board of Directors  approved an Asset Purchase
Agreement  for the sale of our  toothbrush  business to Famcare  2000,  LLC (the
"Asset Sale"). Eleven shareholders own a majority of the Company's voting stock,
and on July 1, 2002,  they executed a written  consent as majority  stockholders
approving the Asset Sale.

                                       6

<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:
<TABLE>
<CAPTION>
         -------------------------------------------------------- ------------------------------------
                                                                              Bid Prices
         -------------------------------------------------------- ------------------------------------
                                                                         High               Low
         -------------------------------------------------------- ------------------- ----------------
<S>                                                                <C>                 <C>
         Quarter ended June 30, 2001                                            0.36             0.09
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended September 30, 2001                                       0.23             0.09
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended December 31, 2001                                        0.18             0.05
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended March 31, 2001                                           0.09             0.05
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended June 30, 2002                                            0.08             0.04
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended September, 2002                                          0.15             0.04
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended December 31, 2002                                        0.10             0.03
         -------------------------------------------------------- ------------------- ----------------
         Quarter ended March 31, 2003                                           0.07             0.04
         -------------------------------------------------------- ------------------- ----------------
</TABLE>



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,  2003,  the  number of  stockholders  of  record  was 429,  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.



                                       7
<PAGE>


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, 2003 and 2002.  The  following  discussion  regarding  the
financial  statements  of the  Company  should be read in  conjunction  with the
financial statements of the Company included herewith.

OVERVIEW

The Company develops,  markets and distributes  high-technology dental equipment
for sale within the professional dental market.

RESULTS OF OPERATIONS

Comparative details of results of operations for the years ending March 31, 2003
and 2002.


<TABLE>
<CAPTION>

                                                 YEAR ENDING       YEAR ENDING
                                                MARCH 31, 2003    MARCH 31, 2002
                                                --------------    --------------
<S>                                             <C>               <C>
NET SALES                                       $   1,969,144     $     733,853
COST OF SALES                                       1,062,681           502,013
                                                -------------     --------------

            GROSS PROFIT                              906,463           231,840
Operating Expenses
   Research and Development                            93,186           270,395
   Sales and Marketing                                 64,132            49,582
   General and Administrative                       1,354,554         1,793,361
   Impairment loss on IMDS Goodwill                  (330,000)      000,000,000
   Depreciation and Amortization                       21,804            12,711
                                                -------------     --------------

         TOTAL OPERATING EXPENSES                   1,863,676         2,126,049
                                                -------------     --------------
LOSS FROM OPERATIONS                                 (957,213)       (1,894,209)
OTHER INCOME (EXPENSES)

   Interest/Other Income                               21,195            44,290
   Interest Expense                                   (70,356)         (113,887)
                                                -------------     --------------
         TOTAL OTHER INCOME (EXPENSES)               (379,161)          (69,597)
                                                -------------     --------------
LOSS BEFORE INCOME TAXES                           (1,006,374)       (1,963,806)
Income Tax Benefit (Expense)                               --                --
                                                -------------     -------------
         NET LOSS                               $  (1,006,374)    $  (1,963,806)
                                                =============     ==============
</TABLE>

                                       8
<PAGE>


FISCAL YEAR ENDING MARCH 31, 2003  COMPARED TO FISCAL YEAR ENDING MARCH 31, 2002
(AUDITED)

For the fiscal year ending March 31,  2003,  net sales  increased by  $1,235,291
from  $733,853 in 2002 to $1,969,144  in 2003.  This  represents a 168% increase
over the  comparable  period  in the prior  year.  The  increase  was due to the
commencement  of dental  equipment sales in our European  subsidiary,  partially
offset by the  continued  reduction  in sales  within  the oral  hygiene  market
throughout the year, and complete  termination of these sales as of December 31,
2001. As the Company has initiated its presence within the  professional  dental
equipment  market,  our  European  subsidiary  has  begun  sales of our  initial
technology,  a high-speed dental curing light, as well as after-market products,
including accessories and repair services.  These revenues were partially offset
by the  continued  reduction  in oral  hygiene  revenues  throughout  the  year,
consistent with our  reorganization  plan, as we reposition assets and resources
to the professional  dental equipment market,  and finalize the sale of the oral
hygiene division.

Cost of goods sold were  $1,062,681  in 2003 as compared to $502,013 in 2002, an
increase of $560,668 or 112% over the  comparable  period  ended March 31, 2002.
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
14%, from 68% of sales in 2002 to 54% of sales in 2003.

Gross profit was  $906,463 in 2003 as compared to $231,840 in 2002,  an increase
of $674,623 or 291% over the comparable period.  Gross profit as a percentage of
sales  increased  14%,  from 32% of sales in 2002 to 46% of sales in 2003.  This
increase is the result of our shift in sales to the  higher-margin  professional
dental equipment market during the current fiscal year.

Research and development  expenses were $93,186 for 2003 as compared to $270,395
for 2002,  a decrease of  $177,209,  or 66%,  over the prior  fiscal  year,  due
primarily to the research and  development  costs  incurred  during the start-up
phase of the Company's  high-technology  dental  equipment  segment in the prior
fiscal year. These  expenditures  relate primarily to the labor and materials to
design and  manufacture  our new curing  light  technology,  in  addition to the
completion  of 15  prototypes.  We expect we will continue to invest in research
and  development,  and  anticipate  significant  costs in the near  future as we
continue to develop products for the dental equipment markets.

Sales and marketing costs as of March 31, 2003 and 2002 were $64,132 and $49,582
respectively, which represents an increase of $14,550 or 29%. As a percentage of
sales, sales and marketing expenses decreased from 7% of sales in 2002, to 3% of
sales in 2003. This decrease is a result of the shift in business focus from the
retail selling of oral hygiene products to the wholesale selling of professional
dental products.  We have shifted into the professional dental equipment market,
whereby  we  focus  on  the  less  capital-intensive  sale  of  units  to  large
distributors.  This marketing and distribution  method allows for  significantly
less marketing and provides more predictable revenue flow.



                                       9
<PAGE>



General  and  administrative  costs  for  2003  and  2002  were  $1,354,554  and
$1,793,361  respectively,  a decrease of $438,807  or 25%.  As a  percentage  of
sales, general and administrative expenses decreased from 244% of sales in 2002,
to 69% of sales in 2003.  This  decrease  is a result of the  Company's  focused
efforts to internally reorganize in order to use resources more effectively. The
Encino,  California office was closed, and the two employees of that office were
laid off.

At March 31,  2003 the  Company  recorded  a full  impairment  loss 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 is no longer
actively operating this business.

Net  interest  expense was $49,161 for 2003 as compared to $113,887  for 2002, a
decrease  of  $64,726,  or 57%,  over the  comparable  period.  The  decrease in
interest  expense was largely due to the  conversion  of debt into common  stock
during the current fiscal year.

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

On March 31,  2003,  our current  liabilities  exceeded  our  current  assets by
$1,231,809.  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.  In addition,  cash flow and liquidity is
contingent upon the success of our restructuring plan. The inability to continue
to develop and market  high-technology  dental  equipment  or operate our dental
outsourcing  business  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.

In  February  2002,  we  entered  into a line of credit  facility  with the Bank
Brussels Lambert ("BBL") consisting of an accounts receivable factoring line for
(euro)991,000  ($1,079,298  at March 31,  2003) and a general line of credit for
(euro)250,000  ($272,275 at March 31, 2003).  As of March 31, 2003, we had drawn
(euro) 261,572 ($292,450 or July 15, 2003) from this facility.

During the fiscal year ended March 31,  2002,  we received  advances of $150,799
from officers and directors in the form of working  capital  loans.  These loans
bear no interest and are due upon demand.  We repaid  $11,314 of these  advances
with cash and  settled  $88,308 of these  advances  with the  issuance of common
stock valued at $0.50 a share.

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



                                       10
<PAGE>


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%
(6.75% at March 31, 2003),  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, 2003, the balance due on this loan was $22,971.

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
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,  2003,  we had a  working  capital  deficit  totaling
$1.231,809 and a shareholders deficit of $1,185,973.

For  the  year  ending  March  31,  2003,  liabilities  totaled  $1,702,643  and
$1,516,336 for the year ending March 31, 2002,  which  represents an increase of
$186,307.  This was largely due to increases in our trade  accounts  payable and
accrued liabilities.

Frequently we have been unable to make timely  payments to our trade and service
vendors.  As of March  31,  2003,  we had past due  payables  in the  amount  of
$280,043, representing a 111% 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,  2003 and  2002,  net cash used for  operating
activities was $582,745 and $790,109,  respectively. As of March 31, 2003 we had
a working  capital  deficiency of  $1,231,809  as compared to a working  capital
deficiency of $1,121,304 at March 31, 2002.

Our  business  operations  will  require  substantial  capital  financing  on  a
continuing  basis.  Based upon our cash flow  projections,  significant  capital
infusion is necessary to fully implement our restructuring plan and pay existing
delinquent  payables.  We plan to finance such through loans, equity investments
and other  transactions.  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


                                       11
<PAGE>


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.

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.  The decision to change auditors was approved by
the Company's Board of Directors.

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.



                                       12
<PAGE>



                                    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.

<TABLE>
<CAPTION>

------------------------------------------- ------------- ------------------------------------------------------------
PERSON                                          AGE       POSITION
------------------------------------------- ------------- ------------------------------------------------------------
<S>                                              <C>      <C>
Guy De Vreese                                    47       Chairman
------------------------------------------- ------------- ------------------------------------------------------------
Robin List                                       31       Director, Chief Executive Officer
------------------------------------------- ------------- ------------------------------------------------------------
Stephen Ross                                     42       Director, Chief Financial Officer, Secretary
------------------------------------------- ------------- ------------------------------------------------------------
Kenneth J. Hegemann                              53       Director
------------------------------------------- ------------- ------------------------------------------------------------
Fred Kolsteeg                                    58       Director
------------------------------------------- ------------- ------------------------------------------------------------
</TABLE>


GUY DE VREESE,  CHAIRMAN-Mr.  De Vreese  served as  President  of DMDS,  Ltd., a
developer and marketer of high-tech  dental  equipment from 1998 to 2001. Mr. De
Vreese founded in 1997 DMD N.V., the independent  European  distributor for DMDS
products  and was its Chief  Executive  Officer  until  D.M.D.S.  purchased  its
distribution  rights.  Prior to 1998 Mr. De Vreese  served as a board  member of
Styles On Video Inc., Dycam Inc. and New Image Industries, Inc.

ROBIN LIST, CHIEF EXECUTIVE  OFFICER - Mr. List served as director of operations
of DMDS Ltd. a,  European  based,  developer  and marketer of  high-tech  dental
equipment  from  1998 to 2001.  Prior to 1998 Mr.  List held  positions  such as
director   of  a  firm   specialized   in  imaging   software   and   commercial
director/partner in a digital services corporation.

STEPHEN  ROSS,  DIRECTOR,  CFO,  SECRETARY  - Mr.  Ross was the  former CFO of a
professional  dental  equipment  manufacturer  where,  over a three year tenure,
oversaw all financial and operational matters. Prior to 1998, Mr. Ross served in
such positions as senior  management  consultant with a corporate  restructuring
and management  firm,  CFO and co-founder of a personal care company,  and a tax
manager with an accounting firm.

KENNETH J. HEGEMANN, DIRECTOR - Mr. Hegemann has been the president of CRA Labs,
Inc. and Oralbotic Research, Inc. for the past five years, firms specializing in
the  development of automated  tooth brushing  technology and conduct of various
engineering projects.

                                       13
<PAGE>

FRED KOLSTEEG,  DIRECTOR - Mr. Kolsteeg is the president of WAVE Communications,
a  Dutch  based  advertising   agency  that  provides   marketing  services  for
world-renowned  customers  such as Coca-Cola  and Philip  Morris.  Mr.  Kolsteeg
learned the advertising  business at Phillips before he became Managing Director
of Intermarco Publicis.  Prior to founding WAVE in 1996, he successfully founded
several advertising agencies such as ARA, Team and Team Saatchi.

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.  Based solely on our review of the copies
of such forms we received,  or written  representations  from certain  reporting
persons,  we  believe  that  during  our  2003  fiscal  year,  all  such  filing
requirements  applicable  to our  officers,  directors,  and  greater  than  10%
beneficial owners were complied with.

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       LTIP         All other
     Position                                               Annual            stock         Options/      pay-outs     compensation
                      Year    Salary ($)   Bonus ($)   compensation ($)    award(s) ($)     SARs (#)         ($)            ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>      <C>          <C>        <C>                  <C>           <C>             <C>          <C>
Guy DeVreese,        2003     $132,000     $-0-       $-0-                 $-0-          $-0-            $-0-         $-0-
Chairman(1)          2002     $90,000      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
                     2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Robin List, CEO(2)   2003     $110,000     $-0-       $-0-                 $-0-          $-0-            $-0-         $-0-
                     2002     $75,000      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
                     2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Stephen F. Ross,     2003     $60,000      $-0-       $-0-                 $-0-          $-0-            $-0-         $-0-
CFO, Secretary(3)    2002     $28,951      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
                     2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Kenneth Hegemann,    2003     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Chairman(4)          2002     $60,300      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
                     2001     $80,400      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-

Rebecca Inzunza,     2003     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
President, CEO,      2002     $46,900      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
CFO(5)               2001     $80,400      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-

Robert E.            2003     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Hegemann, Sr.        2002     $28,951      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
V.P., Treasurer(6)   2001     $40,872      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
===================================================================================================================================
</TABLE>
--------
1  Effective April 1, 2003.
2  Effective April 1, 2003.
3  Effective April 1, 2003.
4  Resigned March 31, 2002.
5  Resigned March 31, 2002.
6  Resigned March 31, 2002.


                                       14
<PAGE>

EMPLOYMENT AGREEMENTS

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

Except for the  Chairman  of the Board,  our  directors  do not receive any cash
compensation,  but are entitled to reimbursement  of their  reasonable  expenses
incurred in attending directors' meetings.

STOCK OPTION PLAN

On May 29, 2001,  the Board of Directors  adopted an Incentive and  Nonstatutory
Stock Option Plan (the "Plan"),  reserving  5,000,000 shares underlying  options
for issuance under this 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 Plan. As of March 31, 2003, 4,620,900 options are outstanding.


                                       15
<PAGE>


ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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            AMOUNT AND NATURE OF       PERCENT OF CLASS
                                                        BENEFICIAL OWNER
-------------------------------------------------- --------------------------- ----------------------
<S>           <C>                                          <C>                         <C>
Guy De Vreese (2)                                          8,268,571                   23.8%
(Chairman)
Xavier de Cocklaan 42
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
Robin List (3)
(Director, CEO)
Xavier de Cocklaan 42                                      2,212,500                   6.4%
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
Stephen Ross (4)
(Director, CFO)
1921 Malcolm #101                                          1,000,000                   2.9%
Los Angeles, CA 90025
-------------------------------------------------- --------------------------- ----------------------
Fred Kolsteeg (5)
(Director)
Managelaantje 10                                           1,000,000                   3.0%
3062 CV Rotterdan
The Netherlands
-------------------------------------------------- --------------------------- ----------------------
Kenneth Hegemann (7)
(Director)
1220 Birch Way                                             1,045,000                   3.1%
Escondido, CA 92097
-------------------------------------------------- --------------------------- ----------------------
All Officers and Directors as a group                      13,526,071                  36.7%
(5 persons)
-------------------------------------------------- --------------------------- ----------------------
Dental Advisors, Inc. (8)
1220 Birch Way                                             3,388,000                   9.6%
Escondido, CA 92027
-------------------------------------------------- --------------------------- ----------------------
Rebecca Inzunza
1220 Birch Way                                             2,679,495                   8.0%
Escondido, CA 92027
-------------------------------------------------- --------------------------- ----------------------
Jonathan J. Marine (9)
448 21st Street                                            2,400,000                   6.8%
Manhattan Beach, CA 90266
-------------------------------------------------- --------------------------- ----------------------
KolsteegBeleggingsmaatschappij B.V.(6)
Managelaantje 10
3062 CV Rotterdan                                          1,200,000                   3.6%
The Netherlands
-------------------------------------------------- --------------------------- ----------------------
</TABLE>

* Less than 1%

                                       16
<PAGE>

(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 were  exercisable  on or
     which will become exercisable  within 60 days of April 15, 2002;  5,949,971
     shares of Common  Stock  held in the name of New  Bitsnap  N.V.,  a Belgian
     company  controlled  by Guy De Vreese,  including  26,400  shares of Common
     Stock  underlying  warrants which were  exercisable on or which will become
     exercisable  within 60 days of April 15, 2002; and 1,258,600 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 were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(3)  Includes  1,000,000  shares of Common Stock  underlying  options which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(4)  Includes  1,000,000  shares of Common Stock  underlying  options which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(5)  Includes  100,000  shares of Common  Stock  underlying  options  which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(6)  Includes  200,000  shares of Common Stock  underlying  warrants  which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(7)  Includes  100,000  shares of Common  Stock  underlying  options  which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(8)  Includes  1,694,000 shares of Common Stock  underlying  warrants which were
     exercisable on or which will become  exercisable within 60 days of June 21,
     2002.
(9)  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.

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,  a director.  The Agreement provides for the
sale of our 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.  However,  due to  recurring  net  losses  and
increasing  working capital and shareholder  deficits,  we implemented,  in July
2001, a complete corporate  reorganization  plan. This plan included the ceasing
of direct sales and marketing of the Remedent Toothbrush, and acquisition of and
expansion into diversified business ventures.

On February 12, 2002, our subsidiary, Remedent NV, entered into a loan agreement
for  (euro)125,000  ($136,138  at March  31,  2003),  with a  company  owned and
operated  by Guy De



                                       17
<PAGE>


Vreese, an officer.  The agreement was entered into in connection with a line of
credit  established  with the Bank  Brussel  Lambert  ("BBL") for  (euro)250,000
($272,275 at March 31, 2003. Due to the  insufficient  assets  maintained by the
Company as of the date of the line of credit,  the BBL imposed two  requirements
for the extension of credit: (1) Mr. De Vreese personally  guarantee the line of
credit,  and (2) the company  owned by Mr. De Vreese repay its existing  line of
credit in full.  As such,  the loan  received was utilized to repay the existing
line of credit.  Repayment  of the loan will  occur upon our  ability to provide
sufficient assets to replace the personal guarantee of Mr. De Vreese.

Between  April 15, 2001 and August 21, 2001,  in  consideration  of $69,002,  we
issued convertible debentures issued to Edward Quincy, who was a director of the
Company from inception to April 1, 2002. These convertible debentures are due on
demand,  bearing interest at 10% per annum, and convertible into common stock at
the sole discretion of the holder.  The debentures are  convertible  into common
stock 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.  $54,002 of
the debentures  carry a 37.5% conversion  percentage,  while $15,000 carry a 30%
conversion  percentage.  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, 2003 and 2002, 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, 2003,
$20,472 was accrued for unpaid interest.

We  formerly  leased  1,000  square  feet of  office  space at 1220  Birch  Way,
Escondido,  California.  This dwelling  belongs to Ms.  Inzunza and acted as our
headquarters. We also utilized warehouse space located within the home of one of
our officers,  Robert Hegemann, in Phoenix,  Arizona,  rent-free.  In connection
with her resignation as an officer and director on April 1, 2002, as part of our
corporate  reorganization,  we no longer  utilize the dwelling  belonging to Ms.
Inzunza,  and as such no longer incur monthly  rental  charges for the property.
Additionally,  in connection with the sale of the Remedent Toothbrush  business,
which was operated solely out of the personal  residence of Robert Hegemann,  we
no longer utilize, or incur monthly rental charges for, that space.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

EXHIBITS
<S>    <C>
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/
</TABLE>
-------------
/1/ Incorporated  by reference from  Registration  Statement on Form SB-2 filed
    by the Company on July 24, 2002.

                                       18
<PAGE>

<TABLE>
<CAPTION>
<S>    <C>
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-laws/1/
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, 20011/1/
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.
10.17  Repayment Agreement, dated April 26, 2002/1/
10.18  Repayment Agreement, dated May 1, 2002/1/
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
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
</TABLE>


                                       19
<PAGE>

REPORTS ON FORM 8-K:

         None.

ITEM 14 - CONTROLS AND PROCEDURES

Our  Chief  Executive  Officer  and Chief  Financial  Officer  (the  "Certifying
Officers") are responsible for establishing and maintaining  disclosure controls
and  procedures  for the Company.  The  Certifying  Officers  have designed such
disclosure  controls and procedures to ensure that material  information is made
known to them, particularly during the period in which this report was prepared.
The  Certifying  Officers  have  evaluated  the  effectiveness  of the Company's
disclosure controls and procedures within 90 days of the date of this report and
believe that the  Company's  disclosure  controls and  procedures  are effective
based on the  required  evaluation.  There have been no  significant  changes in
internal controls or in other factors that could  significantly  affect internal
controls  subsequent to the date of their  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.




                                       20
<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 14, 2003           /S/ ROBIN LIST
                               ------------------------------------------------
                                     By: Robin List
                                     Its: Chief Executive Officer (Principal
                                     Executive Officer) and Director


Dated: July 14, 2003           /S/ STEPHEN F. ROSS
                               ------------------------------------------------
                                     By: Stephen F. Ross
                                     Its:  Chief  Financial  Officer
                                     (Principal   Financial  Officer
                                     and  Principal
                                     Accounting Officer) and Director

Dated: July 14, 2003           /S/ GUY DEVREESE
                               ------------------------------------------
                                     By: Guy DeVreese
                                     Its: Chairman (Director)



                                       21

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
      Independent Auditors' Report                                                                     F-1

      Financial Statements:
      Consolidated Balance Sheet as of March 31, 2003                                                  F-2

      Consolidated Statements of Operations for the years ended March 31, 2003 and 2002                F-4

      Consolidated Statements of Changes in Stockholders' Deficit for the years ended
         March 31, 2003 and 2002                                                                       F-5

      Consolidated Statements of Cash Flows for the years ended March 31, 2003 and 2002                F-7

      Consolidated Statements of Comprehensive Loss for the years ended March 31, 2003 and
         2002                                                                                          F-8

      Notes to Consolidated Financial Statements                                                  F-9-F-22
</TABLE>

<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. as of March 31,  2003,  and the related  consolidated  statements  of
operations,  comprehensive loss, changes in stockholders' deficit and cash flows
for the years ended March 31, 2003 and 2002. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

      In our opinion,  the consolidated  financial  statements referred to above
present fairly,  in all material  respects,  the financial  position of Remedent
USA, Inc. as of March 31, 2003 and 2002,  and the results of its  operations and
its  cash  flows  for the  years  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States.

      The  accompanying  consolidated  financial  statements  have been prepared
assuming the Company will continue as a going  concern.  As discussed in Note 16
to the consolidated  financial  statements,  the Company has suffered  recurring
losses from  operations,  has a net working  capital  deficiency,  and its total
liabilities  exceed its total assets,  which raises  substantial doubt about its
ability to continue as a going concern.  Management's  plans in regards to these
matters are also described in Note 16. The consolidated  financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

FARBER & HASS LLP

/S/ FARBER & HASS LLP
Oxnard, California
July 13, 2003


                                      F-1
<PAGE>

PART I--FINANCIAL INFORMATION

Item 1--Consolidated Financial Statements

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                              As of March 31, 2003


                     ASSETS

CURRENT ASSETS
      Accounts receivable, net                       $   178,013
      Due from related party                             136,948
      Inventories, net                                   116,830
      Prepaid expense                                     39,043
                                                     -----------
TOTAL CURRENT ASSETS                                     470,834
Property & equipment, net                                 44,046
Other assets                                               1,790
                                                     -----------
            TOTAL ASSETS                             $   516,670
                                                     -----------
     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
      Line of credit                                 $   261,572
      Accounts payable                                   452,756
      Due to related parties                             283,777
      Accrued liabilities                                267,278
      Net liabilities of Toothbrush Business to
         be sold                                         335,713
      Note payable                                       101,547
                                                     -----------
TOTAL CURRENT LIABILITIES                              1,702,643
                                                     -----------
Commitments and contingencies

SHAREHOLDERS' DEFICIT
      Common stock (50,000,000 shares
         authorized, $0.001 par value;
         30,886,558 issued and outstanding)               30,887
      Additional paid in capital                       4,005,131
      Accumulated deficit                             (5,676,970)
      Common stock subscribed
           (6,104,166 shares)                            438,357
      Minority interest in Remedent NV                    64,816
      Cumulative translation adjustment                  (48,194)
                                                     -----------
            TOTAL SHAREHOLDERS' DEFICIT               (1,185,973)
                                                     -----------
            TOTAL LIABILITIES AND SHAREHOLDERS'
               DEFICIT                               $   516,670
                                                     ===========


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



                                      F-2
<PAGE>




                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended March 31, 2003 and March 31, 2002

                                                   For the years ended
                                            March 31, 2003     March 31, 2002
                                             ------------       ------------
NET SALES                                    $  1,969,144       $    733,853
COST OF SALES                                   1,062,681            502,013
    GROSS PROFIT                                  906,463            231,840
                                             ------------       ------------
OPERATING EXPENSES:

      Research and development                     93,186            270,395
      Sales and marketing                          64,132             49,582
      General and administrative                1,354,554          1,793,361
      Depreciation and amortization                21,804             12,711
      Impairment loss for IMDS Goodwill           330,000                 --
                                             ------------       ------------
    TOTAL OPERATING EXPENSES                    1,863,676          2,126,049
                                             ------------       ------------
LOSS FROM OPERATIONS                             (957,213)        (1,894,209)
                                             ------------       ------------
OTHER INCOME (EXPENSES):
      Interest income                              21,195                 --
      Interest expense                            (70,356)          (113,887)

      Other income (expense)                           --             44,290
                                             ------------       ------------
    TOTAL OTHER EXPENSES, NET                     (49,161)           (69,597)
                                             ------------       ------------
LOSS BEFORE INCOME TAXES                       (1,006,374)        (1,963,806)
      Income tax benefit (expense)                     --                 --
                                             ------------       ------------
            NET (LOSS)                       $ (1,006,374)      $ (1,963,806)
                                             ============       ============
LOSS PER SHARE                               $      (0.03)      $      (0.11)
                                             ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING            30,855,308         18,009,722
                                             ============       ============

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



                                      F-3
<PAGE>




                       REMEDENT USA, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                   For the Years ended March 31, 2003 and 2002

<TABLE>
<CAPTION>
                                          Common Stock
                                    ------------------------
                                                                Additional
                                                                 Paid-in    Accumulated  Common Stock
                                      Shares       Amounts       Capital      Deficit     Subscribed      Other         Total
                                    ----------   -----------   -----------  -----------   -----------   -----------   -----------
<S>                                 <C>          <C>           <C>          <C>                                       <C>
Balance, March 31, 2001             13,187,316   $    13,187   $ 1,768,302  $(2,706,790)           --            --   $  (925,301)

Common stock issued under
    private placements               5,069,000         5,069       688,431           --            --            --       693,500
Common stock issued for services     4,210,000         4,210       455,910           --            --            --       460,120
Common stock issued for
    repayment of debt                2,209,100         2,209       596,241           --            --            --       598,450
Common stock issued upon
    conversion of debenture            148,642           149        10,440           --            --            --        10,589
Stock options issued for services           --            --        23,870           --            --            --        23,870
Stock options issued to
   employees and directors                  --            --       133,000           --            --            --       133,000
Common stock issued upon
   acquisition of business           6,000,000         6,000       324,000           --            --            --       330,000
Subscription receivable                     --            --            --           --            --   $   (77,848)      (77,848)
Cumulative translation adjustment           --            --            --           --            --       (10,866)      (10,866)
Net loss                                    --            --            --   (1,963,806)           --            --    (1,963,806)
                                    ----------   -----------   -----------  -----------   -----------   -----------   -----------
Balance, March 31, 2002             30,824,058        30,824     4,000,194   (4,670,596)           --       (88,714)     (728,292)

Common stock issued under
    private placements                  62,500            63         4,937                                                  5,000
Subscription receivable                                                                                      77,848        77,848
Common Stock Subscribed                                                                   $   438,357                     438,357
Minority Interest in Remedent NV                                                                             64,816        64,816
Cumulative translation adjustment                                                                           (37,328)      (37,328)
Net loss                                                                     (1,006,374)                              (1,006,374)
                                    ----------   -----------   -----------  -----------   -----------   -----------   -----------
Balance, March 31, 2003             30,886,558   $    30,887   $ 4,005,131  $(5,676,970)  $   438,357   $    16,622   $(1,185,973)
                                    ==========   ===========   ===========  ===========   ===========   ===========   ===========
</TABLE>

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



                                      F-4
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Years Ended March 31, 2003 and 2002


                                           For the years ended
                                     ---------------------------------
                                     March 31, 2003    March 31, 2002
                                     --------------    ---------------
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net loss                               $(1,006,374)      $(1,963,806)
Adjustments to reconcile net loss
  to net cash used by operating
  activities:
    Depreciation and amortization           18,343            13,301
    Inventory reserve                           --            80,906
    Stock and options issued for
    services                                 6,225           483,990
    Options for bonuses                         --           133,000
    Impairment loss on IMDS
     Goodwill                              330,000                --
Changes in operating assets and
  liabilities:
    Cash within division sold                   --            (2,093)
    Accounts receivable                    (19,941)         (102,275)
    Notes receivable                        (1,615)               --
    Inventories                              2,953           (99,858)
    Prepaid expenses                         1,198           (29,163)
    Accounts payable                        87,593           269,419
    Accrued liabilities                     (1,127)          426,470
    Deposits                                    --                --
                                       ===========       ===========
NET CASH USED BY OPERATING
  ACTIVITIES                              (582,745)         (790,109)
                                       ===========       ===========
CASH FLOWS FROM INVESTING
  ACTIVITIES
    Purchases of equipment                      --           (65,084)
    Other assets                             1,611            (3,236)
    Notes from related parties                  --          (107,688)
                                       ===========       ===========
NET CASH  PROVIDED (USED) BY
  INVESTING ACTIVITIES                       1,611          (176,008)
                                       ===========       ===========
CASH FLOWS FROM FINANCING
  ACTIVITIES
     Proceeds from notes and
     debentures                                 --           120,000
     Note payments                         (33,537)          (11,138)
     Proceeds from line of credit           76,353           136,144
     Proceeds from sale of common
     stock                                 607,743           693,500
     Subscription receivable              (145,319)          (76,876)
     Payments to related parties            (5,952)          (11,314)
     Notes to related parties               56,825           150,799
                                       ===========       ===========
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                               556,113         1,001,115
                                       ===========       ===========
     NET (DECREASE) INCREASE IN
        CASH                               (25,021)           34,998
     Effect of exchange rate
     changes on cash and cash
     equivalents                            (6,919)          (10,744)
CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                         31,940             7,686
                                       ===========       ===========
CASH AND CASH EQUIVALENTS, END OF
  YEAR                                 $        --       $    31,940
                                       ===========       ===========

Supplemental Information:
      Interest paid                    $    70,603       $    12,951
      Income taxes                     $       800             $ -0-


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


                                      F-7
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                   For the Years Ended March 31, 2003 and 2002

                                       Year ended March 31,
                                  -----------------------------
                                      2003              2002
                                  -----------       -----------
Net loss                          $(1,006,374)      $(1,963,806)
Other comprehensive income
   (loss):
Foreign currency translation
         adjustment                   (37,328)          (10,866)
                                  -----------       -----------
Comprehensive loss                $(1,043,702)      $(1,974,672)
                                  ===========       ===========


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




                                      F-8
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    General

      Remedent USA, Inc. (the "Company") is a holding company. The Company was
originally incorporated on September 30, 1996 in the state of Arizona, and has
offices in Los Angeles, California and Ghent, Belgium.

      On October 2, 1998,  Remedent  USA  ("Remedent")  merged with Resort World
Enterprises,  Inc., a Nevada corporation  ("RWE"). The surviving Company was RWE
and  immediately  changed the name of the  Corporation to Remedent USA, Inc. The
exchange  was a "reverse  merger" and  accounted  for as a  recapitalization  of
Remedent.  As a  result  of the  merger,  RWE  obtained  all of the  issued  and
outstanding  stock of Remedent for  approximately  79% of the new Remedent  USA,
Inc. stock.  Financial  statements for the pre-merger periods are the historical
financial statements of Remedent.

      On July 1, 2001, the Company formed three subsidiaries, Remedent
Professional Holdings, Inc., Remedent Professional, Inc. and Remedent NV. The
Company markets professional dental equipment through these subsidiaries.
Remedent NV (a Belgian company) is based in Ghent, Belgium.

      Remedent Professional Holdings, Inc. and Remedent Professional, Inc. are
incorporated in the state of Nevada in the United States.

      On December 31, 2001, the Company  discontinued  the  distribution  of its
patented  tooth  &  gumbrush  in  anticipation  for  the  upcoming  sale of this
division.  On March 14, 2002,  the Company  reached an agreement for the sale of
this division.

2.    Summary of Significant Accounting Policies

   Basis for Presentation

      The Company's  consolidated  financial statements have been prepared on an
accrual basis of accounting,  in conformity with accounting principles generally
accepted in the United States.  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  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.  The  consolidated
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

      The consolidated financial statements include the accounts of Remedent
USA, Inc. and its subsidiaries, Remedent NV, Remedent Professional Holdings Inc.
and Remedent Professional Inc.. All inter-company balances and transactions have
been eliminated. Corporate administrative costs are not allocated to
subsidiaries. Remedent NV was the only operating subsidiary in fiscal 2003.
Remedent Professional Holdings, Inc. and Remedent Professional, Inc. had no
operations in fiscal 2003 and 2002.

   Reclassifications

      These financial statements reflect certain  reclassifications  made to the
prior period balances to conform with the current year presentation.

   Concentration of Credit Risk

      Financial   instruments,   which   potentially   subject  the  Company  to
concentrations of credit risk, consist principally of trade accounts receivable.
At March 31, 2003, three customers accounted for 31%, 21% and 18%, respectively,
of  the  Company's  trade  receivables.  The  Company  performs  ongoing  credit
evaluations of its customers and normally does not require collateral to support
accounts receivable.

   Revenue Recognition



                                      F-9
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      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.

      Impairment of Long-Lived Assets

      Long-lived  assets  consist  primarily  of  property  and  equipment.  The
recoverability  of  long-lived  assets is annually  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.

   Pervasiveness of Estimates

      The  preparation  of financial  statements in conformity  with  accounting
principles  generally accepted in the United States 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.

   Accounts Receivable

      The Company  sells  professional  dental  equipment to various  companies,
primarily to distributors  located throughout the world. 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, 2003 and 2002,  the allowance for doubtful  accounts was $90,617
and $0,  respectively.  The  Company  uses the  allowance  method to account for
uncollectable accounts receivable. The Company's estimate is based on historical
collection  experience  and a review of the  current  status  of trade  accounts
receivable.

   Customers Outside of the United States

      Sales to customers outside of the United States were 100% and 93% of total
sales for the years ended March 31, 2003 and 2002, respectively.  The sales were
made to customers in countries that are members of the European Union ("EU").

   Research and Development Costs

      The Company expenses research and development costs as incurred.

   Advertising Costs

      Costs incurred for producing and  communicating  advertising  are expensed
when incurred and included in selling,  general and administrative expenses. For
the fiscal years ended March 31, 2003 and 2002, consolidated advertising expense
amounted to $30,076 and $21,459, 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  basis 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.



                                      F-10
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      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 90 days from the date of shipment.  A provision
for  estimated  future  warranty  costs is recorded  when  products are shipped.
Warranty  costs  were  approximately  $0 and  $13,000  in fiscal  2003 and 2002,
respectively
   Impact of New Accounting Standards

      Statement of Financial Standards ("SFAS") Nos. 141 "Business Combinations"
is effective for business combinations after June 30, 2001. It requires that the
"purchase method" of accounting be used to account for all business combinations
and  specifies  criteria  for an  acquired  intangible  asset  to be  recognized
separately  from  goodwill.  SFAS No. 142 is effective for financial  statements
beginning  after  December  15,  2000.  It requires  that  goodwill no longer be
amortized, but tested for impairment on an annual basis. The Company adopted the
provisions of SFAS Nos. 141 and 142 for the fiscal year ended March 31, 2002.

      In August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement   Obligations."  SFAS  143  establishes   accounting   standards  for
recognition  and  measurement  of a liability for the costs of asset  retirement
obligations.  Under SFAS 143, the costs of retiring an asset will be recorded as
a liability  when the  retirement  obligation  arises,  and will be amortized to
expense  over the life of the asset.  The Company  does not expect any effect on
its  financial  position  or results of  operations  from the  adoption  of this
statement.

      SFAS 144  establishes  a single  accounting  model for the  impairment  or
disposal of  long-lived  assets,  including  discontinued  operations.  SFAS 144
superseded  SFAS  121  and  APB  Opinion  No.  30,  "Reporting  the  Results  of
Operations--Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions." The
provisions of SFAS 144 are effective in fiscal years  beginning  after  December
15,  2001,  with early  adoption  permitted,  and in  general  are to be applied
prospectively.  The Company adopted SFAS 144 effective April 1, 2002,  which did
not  have a  material  impact  on its  consolidated  results  of  operations  or
financial position.

      In June  of  2002,  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
December 31, 2002 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 will adopt the  provisions  of SFAS 146  effective
January 1, 2003.

      In  December  2002,  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  December  15,  2002.  The Company  follows APB 25 in
accounting for its employee stock options.  The disclosure provision of SFAS 148
is effective for years ending after December 15, 2002 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.



                                      F-11
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company will adopt this Statement on July 1,
2003. 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.

    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.

      Common  shares  related  to stock  options  and  stock  warrants  that are
antidilutive  amounted to  6,844,000  and  6,819,000  for the fiscal years ended
March 31, 2003 and 2002, respectively.

   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 than 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 and cash flows 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. The Company has
not tax-effected the cumulative translation adjustment as there is no intention
to remit the earnings.

   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.

3.    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:

                                 March 31, 2003                 March 31, 2002
                                 --------------                 --------------
Inventory-Supplies                  $      --                   $      --
Displays and Raw
   Materials                           88,717                       5,270
Finished Goods                         36,281                      96,638
Less: Inventory
   reserve                             (8,168)                     (4,362)
                                    ---------                   ---------
Inventories, net                    $ 116,830                   $  97,546
                                    =========                   =========



                                      F-12
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.    Due from Related Party

      On February 12, 2002, Remedent NV entered into a loan agreement for (euro)
125,000 (US$136,138 at March 31, 2003), 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  Brussel  Lambert  ("BBL") for
amounts up to (euro) 250,000 (US$272,275) (see Note 10). Due to the insufficient
assets maintained by the Company as of inception date of the line of credit, the
BBL imposed two  requirements  for the  extension  of credit;  (1) Mr. De Vreese
personally  guaranteed 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.

5.    Property and Equipment

      Property and equipment are summarized as follows:


                                 March 31, 2003            March 31, 2002
                                 --------------            --------------
Machinery and equipment            $     --                  $  3,548
Tooling                              49,782                    49,782
Furniture and fixtures               16,361                     9,919

Less accumulated depreciation       (22,097)                   (2,747)
                                   --------                  --------
Property and equipment, net        $ 44,046                  $ 60,502
                                   ========                  ========

                See Note 9 regarding property and equipment sold.

6.    Goodwill

      On January 15, 2002, Remedent NV acquired  International  Medical & Dental
Support ("IMDS"),  a dental  practitioner  outsourcing firm. 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.  As the  firm was in the
development  stage,  there were no assets and  liabilities as of the acquisition
date. As a result, the balance of the purchase price was allocated to goodwill.

      On  January  1,  2002,  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,  as of  March  31,  2002,  management  assessed  the  present  value of the
projected cash flows of the acquired  business and the increased dental hardware
sales  attributable to outsourced dental  practitioners,  and believed there has
been no impairment of the goodwill.

      For the year ended March 31, 2003,  management deemed the IMDS Goodwill to
be fully impaired, as the dental outsourcing company is now dormant.

7.    Due to Related Parties

      Due to related parties are summarized as follows:



                                      F-13
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                                             March 31, 2003      March 31, 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                        51,296             84,713
Borrowings in the form of
    working capital loans                         163,479                 --
                                                 --------           --------
Due to related parties                           $283,777           $153,715
                                                 ========           ========

      The  convertible  debentures  issued to the  director  are due on  demand,
bearing interest at 10% per annum, and convertible into common stock at the sole
discretion of the holder.  The debentures are  convertible  into common stock 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, 2003 and 2002,  $20,472  and  $13,572,
respectively, was accrued for unpaid interest.

8.    Accrued Liabilities

      Accrued liabilities are summarized as follows:

                                            March 31, 2003    March 31, 2003
                                            --------------    --------------
Accrued salaries and payroll taxes            $     --            $167,535
Accrued interest                                38,525              34,155
Accrued audit and tax fees                      77,500             106,022
Accrued consulting                              61,500              18,000
Accrued social taxes                            63,189
Accrued other                                   26,564              20,305
                                              --------            --------
Accrued liabilities                           $267,278            $346,017
                                              ========            ========

 9.    Net Liabilities to be Sold

      On March 27,  2002,  the Board of  Directors  approved  an Asset  Purchase
Agreement (the  "Agreement")  entered into by the Company on March 14, 2002 with
Famcare 2000, LLC, ("Famcare") a Nevada limited liability company. The Agreement
provides for the sale of the Company's  Remedent Tooth & Gumbrush  business (the
"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
Tooth & Gumbrush,  had been the sole  activity of the Company since its creation
in 1996. However, due to recurring net losses and increasing working capital and
shareholder  deficits,  the  Company  implemented,  in  July  2001,  a  complete
corporate  reorganization  plan.  This plan included the ceasing of direct sales
and marketing of the Remedent Tooth & Gumbrush, and acquisition of and expansion
into diversified business ventures.

      As  further  discussed  in  Note  16,  the  Company  has  been  developing
technologies for introduction  within the professional  dental equipment market,
and initiated  shipments of its first product, a high-speed dental curing light,
in the first quarter 2002.

      In  connection  with the  Company's  shift  in  focus  to high  technology
professional  dental equipment,  the Company  discontinued the operations of the
Toothbrush  Business on December  31, 2001,  in  anticipation  of the sale.  The
Company  felt  continued  dedication  to  this  business  would  not  be in  its
shareholders'  best  interest.   Additionally,   with  the  business  generating
recurring  net  losses  and  raising



                                      F-14
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


deficits, Company resources can be more effectively utilized within these new
markets. Throughout the fiscal year ended March 31, 2002, as the Company had
been experiencing significant working capital shortages, the Company had been
downsizing this business in anticipation of a sale or license of these
operations. As such, the volume of the business, revenues and expenses, had been
significantly reduced from previous fiscal years. Further, with the cost
reduction measures taken, aside from the cost of the toothbrush, the overhead of
the entire business include solely related party expenses of the salary of the
sole employee, Rob Hegemann, and the allocated cost of the use of his personal
residence as the primary place of operation for this business. As a result, the
business has not been accruing expenses upon its shutdown on January 1, 2002.

      In accordance  with Article  210.11-02(a) of Regulation S-X, the following
narrative  description of the pro-forma  adjustments  related to the sale of the
Company's  Toothbrush  Business  is made a part  of the  Annual  Report  on Form
10-KSB.  Pro-forma five-year information required by Item 301 of Regulation S-K,
in the opinion of  management,  is not applicable as prior to April 1, 2001, the
Company sole business was the Toothbrush Business.  Effective April 1, 2001, the
Company began operating a professional high-technology dental equipment business
and during the fourth fiscal quarter of 2002,  entered into the dental  employee
leasing  business.  During the fiscal years ended March 31, 2001, 2000 and 1999,
which  represent  the  entirety  of the fiscal  years  publicly  reported by the
Company, the sole operating business was the Toothbrush Business.

      The preparation of pro-forma financial  disclosures requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities  and  results of  operations  during the  reporting  period.  Actual
results could differ from those estimates.  The sale of the Company's Toothbrush
Business  positions  the  Company  to  operate  on a  going-forward  basis  as a
developer and marketer of high-technology dental equipment.

      The transaction sold all of the assets of the Tooth & Gumbrush division as
well as obligated  the Buyer to be  responsible  for the  Company's  liabilities
relating to the division.  The business  accounted for approximately  $50,000 in
revenues,  from unit sales, for the fiscal nine months ending December 31, 2001,
and approximately $440,000 for the fiscal year ended March 31, 2001.

      The following table reports pro-forma  adjusted balance sheet accounts and
results of operations when compared to March 31, 2002.


                            03/31/02       Pro-Forma      03/31/02
                           As Reported     Adjustment     Pro-Forma
                           -----------     ----------     ---------
Total Sales                   733,853        50,270(a)      683,583
Cost of Sales                 502,013        99,152(b)      402,861
Gross Profit                  231,840       (48,882)(c)     280,722
Operating Expenses          2,126,049        76,128(d)    2,049,921
Operating Loss             (1,894,209)     (125,010)(e)  (1,769,199)
Current Assets                395,032        25,303(f)      369,729
Total Assets                  788,044        69,065(g)      718,979
Current Liabilities         1,516,336       404,778(h)    1,111,558
Total Liabilities           1,516,336       404,778(I)    1,111,558

---------------------------
a)    Elimination of revenues reported for the nine months ended December 31,
      2001, that related to Toothbrush Business revenue being sold
b)    Elimination of the associated cost of sales related to the sale of Tooth &
      Gumbrush units
c)    Effect on gross profit on a pro-forma basis
d)    Elimination of associated general and administrative expenses related to
      the sale.
e)    Net effect of the transaction on operating results
f)    Current assets being sold are primarily inventory and accounts receivable
g)    Total assets being sold are primarily inventory, accounts receivable,
      furniture, fixtures and equipment, and patents.
h)    Current liabilities being sold are primarily accounts payable and
      royalties payable.



                                      F-15
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


i)    Total liabilities being sold are primarily accounts payable and royalties
      payable.

      Net liabilities to be sold, representing the assets and liabilities of the
business  upon its  discontinuance  on December  31,  2001,  are  summarized  as
follows:


Cash                                                 $       2,092
Accounts receivable                                          7,729
Due from related parties                                     9,952
Inventory                                                    5,530
Property & equipment, net                                   14,580
Patents, net                                                25,527
Other assets                                                 3,655
Accounts payable                                          (343,198)
Accrued liabilities                                        (61,580)
                                                     --------------
Net liabilities to be sold                           $   (335,713)
                                                     ==============

10.   Line of Credit

      On  February  11,  2002,  Remedent  N.V.  entered  into a  (euro)1,241,000
(US$1,351,573  at March 31, 2003) Line of Credit Facility (the  "Facility") with
the  BBL,  consisting  of a  (euro)991,000  (US$1,079,298)  accounts  receivable
factoring  line of  credit  and a  (euro)250,000  (US$272,275)  general  line of
credit.  The  factoring  line of credit,  to be secured by  qualifying  accounts
receivable, will provide the Company 75% of the amount of qualifying invoices up
to the maximum credit line. For each qualifying invoice, the BBL will assume all
collection  duties  and  charge a 0.47%  fee on the  invoice  amount  for  these
services. Advances on this line will bear interest at a rate of prime + 2.5%. As
of March 31,  2003,  no amounts  were  outstanding  on this line of credit.  The
general line of credit is secured by the personal  assets of Guy de Vreese,  the
Company's  Chairman,  and bears  interest at a rate of prime + 2.5%. As of March
31, 2003, $261,572 was outstanding under this line of credit.

11.   Notes Payable

      Since the  commencement  of operations,  the Company has borrowed  various
amounts from shareholders to provide working capital and fund operations.  These
borrowings are in the form of unsecured  convertible  debentures,  due on demand
and bearing an interest rate of 10%. In addition,  at the sole discretion of the
holder,  the debenture is convertible into common stock at a percentage  between
30% and 37.5% of the average  trading  price for the stock for the 30 day period
immediately  prior to the maturity date. As of March 31, 2003 and 2002,  $17,853
and $10,583, respectively, was accrued for unpaid interest.

      On December 11, 1998, the Company entered into a one-year  Promissory Note
for $50,000 with a bank, bearing interest at 10.25% annually. On April 26, 2000,
the Company refinanced the debt by converting the original note into a five-year
variable  Promissory Note,  payable on demand. The Note is secured by all of the
Company's assets. The Note does not contain any restrictive financial covenants.

      On  September  9, 2001,  the Company  entered  into a  short-term  working
capital loan in the amount of $20,000.  The loan matured in November 2001,  with
the principal  and interest of $30,000 to be repaid in either cash or stock,  at
the  Company's  discretion.  In May 2002,  the Company  negotiated  for the full
repayment of the principal and interest,  with the issuance of 375,000 shares of
common stock.

      On September  21,  2001,  the Company  entered  into a short-term  working
capital loan in the amount of $100,000.  The loan matured in December 2001, with
the principal and interest of $150,000 to be repaid in either cash or stock,  at
the Company's  discretion.  On December 21, 2001, the Company  renegotiated  the
terms of the  loan to  provide  for  monthly  principal  repayments  of  $11,111
commencing April 1, 2002, and the issuance of 650,000 shares of common stock for
the full repayment of the interest  portion of the loan.  Further,  in May 2002,
the Company  negotiated for the full  repayment of the remaining  balance of the
principal,  $77,778,  subsequent  to the March and April  principal  payments as
agreed to on December 21, 2001, with the issuance of 1,400,000  shares of common
stock.



                                      F-16
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Notes payable are summarized as follows:


<TABLE>
<CAPTION>
                                                   March 31, 2003          March 31, 2002
                                                   --------------          --------------
<S>                                                <C>                   <C>
Promissory Note at 7.25% (Prime +
   2.5%), due on demand,  principal and
   interest payable in monthly
   installments of $1,099, final
   maturity April 2005                                $ 22,971              $ 32,862

Convertible  debentures  at 10%,  due on
   demand                                               78,576                80,000

Working capital loan, due on demand                         --                20,000
Working  capital  loan,  final  maturity

   December 2001                                            --               100,000
                                                      --------              --------
Notes payable                                         $101,547              $232,862
                                                      ========              ========
</TABLE>


12.    Income Taxes

      A reconciliation of the provision  (benefit) for income taxes with amounts
determined  by applying the  statutory  U.S.  federal  income tax rate to income
before income taxes is as follows:

                                             2003           2002
Computed tax at the federal
   statutory rate of 34%                  $(342,167)      $(667,694)
Valuation allowance                       $ 342,167       $ 667,694
                                          ---------       ---------
Provision (benefit) for income taxes      $     800       $     800
                                          =========       =========
Change in Valuation Allowance             $ 229,970       $ 633,014
                                          =========       =========

      For  the  period  ended  March  31,  2003,   the  Company  had   available
approximately  $3.1  million of unused net  operating  loss  carry-forwards  for
federal tax and  approximately  $1.5 million for the State of California.  These
loss carry-forwards begin to expire in the year 2013 if not previously utilized.
The tax laws related to the  utilization of 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.

      The tax effects of  temporary  differences  that give rise to  significant
portions of the deferred tax assets at March 31, 2003 are substantially composed
of the  Company's net operating  loss  carryforwards,  for which the Company has
made a full valuation allowance.

      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.

13. Shareholders' Deficit

   Capital Transactions

      On December 31, 2002, The Company's Remedent NV subsidiary entered into an
agreement  with Lausha NV, a Belgium based  company owned by Guy De Vreese,  the
Company's  President and Chairman and also with Robin List, the Company's  Chief
Operating Officer. Under the agreement,  Remedent NV issued the following shares
of common stock:

      a) 7,171  shares of Remedent NV common  stock to Lausha NV in exchange for
extinguishment of a (euro)285,000 note payable;



                                      F-17
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      b) 2,145  shares of Remedent NV common stock to Robin List in exchange for
extinguishment of a (euro)25,000 note payable.

      After this  transaction,  the Company  owned  21.45% of Remedent NV. Up to
June 30,  2003,  the Company had a  unilateral  right to  repurchase  the shares
issued to Lausha NV and Robin List at the same  price that the shares  were sold
to these parties.  If the Company exercised the option to repurchase the shares,
the  Company  will pay  interest  to Lausha and List,  at a rate of 7% per annum
based upon outstanding value of the shares. In addition,  the Company would have
been required to issue 919,355 shares of common stock of the Company's  Remedent
Professional Holdings Inc. subsidiary to Lausha NV and 80,645 shares of the same
subsidiary  to Robin List.  The Company's  unilateral  right expired on June 30,
2003.

      On January 24, 2002, the Company entered into an agreement with Kenneth J.
Hegemann,  an  officer,  for the  repayment  of  various  related  party  debts,
including  accrued payroll,  interest and advances,  with the issuance of common
stock. $472,550 of indebtedness was fully satisfied with the issuance of 945,100
shares of common stock.

      On January 15, 2002, the Company  acquired a dental  employee  outsourcing
firm for 6,000,000 shares of the Company's common stock.

      On January 11, 2002, the Company  completed a $270,000 private  placement,
selling an aggregate of 3,375,000  shares of common stock at $0.08 a share,  and
warrants  to purchase  675,000  shares of common  stock at an exercise  price of
$0.50 per share for 5 years.

      On December 21, 2001, the Company  renegotiated the repayment terms on the
$100,000  short-term  working  capital loan.  The revised  payment terms include
monthly  principal  payments,  commencing on April 1, 2002, of $11,111,  and the
issuance of 650,000  shares of common  stock as repayment of the interest on the
loan.

      On September 14, 2001, the Company completed a $110,500 private placement,
selling an  aggregate of 442,000  shares of common  stock at $0.25 a share,  and
warrants  to purchase  442,000  shares of common  stock at an exercise  price of
$0.25 per share for 5 years.

      On September  13, 2001,  the Company  entered into an  Investment  Banking
Agreement with a firm to provide investment banking services including,  but not
limited to, providing ongoing research coverage, identifying and introducing the
Company to potential investors and preparing and maintaining research reports on
the Company. The terms of the agreement included non-refundable consideration of
100,000  shares of common stock and 200,000  stock  options for the execution of
the agreement, with a monthly retainer of $2,500.

      On  August  24,  2001,  the  Company  agreed to a  repayment  plan for its
indebtedness to Southwest Multimedia, an advertising placement agent retained by
the Company in August 1999.  The  indebtedness  of $35,675 was to be repaid with
$4,025  paid in cash on October 15, 2001 with the  remainder  paid with  126,600
shares of common stock.

      On June 20, 2001, the Company entered into a Business Consulting Agreement
with a  business  acquisition  advisory  firm  to  provide  consulting  services
including,  but not limited to, the identification and completion of acquisition
targets and general  consulting needs as expressed by the Company.  The terms of
the agreement included non-refundable  consideration of 300,000 shares of common
stock for the  execution  of the  agreement,  with future fees  calculated  as a
percentage of the value of each acquisition completed by the Company. These fees
are payable in the same ratio of cash to stock as the transaction.

      On May 21, 2001,  the Company  issued  148,642 shares of common stock upon
the conversion of a debenture for full settlement of the $10,000 face amount and
$589 in accrued interest.



                                      F-18
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      On April 25, 2001,  the Company  completed a $313,000  private  placement,
selling an aggregate of 1,252,000  shares of common stock at $0.25 a share,  and
warrants to purchase  1,252,000  shares of common stock at an exercise  price of
$0.25 per share for five years.

      On April 1, 2001, the Company  entered into a Retainer  Agreement with its
former legal counsel for legal  services  including the review of SEC documents,
preparation of other documents as needed,  and general advisory  services on any
matters which arise in the ordinary course of business.  In connection with this
agreement,  the Company  issued  250,000  shares of common stock for the initial
$20,000 in legal services.

   Stock Options

      On May  29,  2001,  the  Board  of  Directors  adopted  an  Incentive  and
Nonstatutory  Stock  Option  Plan  (the  "Plan"),   reserving  5,000,000  shares
underlying  options for issuance under this 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 plan. As of March 31, 2003,  4,620,900  options
were outstanding under the Plan.

      The Plan provides for the issuance of incentive stock options to employees
of the Company and non-qualified options to employees, directors and consultants
of the Company  with  exercise  prices  greater than or equal to the fair market
value of the  Company's  common  stock on the date of grant.  The  options  have
vesting periods ranging from issuance date to five years,  have maximum terms of
five  years and are  subject  to  cancellation  in the event of  termination  of
employment.

      The following table summarizes stock option activity:


                                            Options       Weighted Avg.
                                          Outstanding    Exercise Price
                                          -----------    --------------
Balance at March 31, 2002                  4,595,900             0.07
Granted                                       25,000      $      0.06
Canceled or expired                               --               --
Exercised                                         --               --
Balance at March 31, 2003                  4,620,900      $      0.07
                                           =========      ===========
Options Exercisable at March 31, 2003      4,523,633      $      0.06
                                           =========      ===========

      The following table summarizes significant option groups outstanding as of
March 31,  2003 and  related  weighted  average  exercise  price  and  remaining
contractual life information as follows:


<TABLE>
<CAPTION>
                                  Options Outstanding                         Options Exercisable
---------------------------------------------------------------------    ----------------------------
  Range of                          Weighted Avg.      Weighted Avg.
  Exercise                          Remaining          Exercise          Number        Weighted Avg.
  Prices                  Shares    Contractual Life   Price             Exercisable   Exercise Price
  ------                  ------    ----------------   -----             -----------   --------------
<S>                       <C>                 <C>      <C>               <C>           <C>
$0.05-$0.09               3,825,000           10.00    $    0.05         3,825,000     $    0.05
$0.10-$0.19                 550,000            9.50    $    0.12           550,000     $    0.12
$0.20-$0.26                 245,900            9.35    $    0.24           148,633     $    0.20
</TABLE>

      Compensation  cost for stock options is measured as the excess, if any, of
the quoted market price of the Company's stock at the date of the grant over the
exercise price. Had  compensation  cost for these plans been determined based on
the fair value of the grant dates,  as  prescribed by SFAS No. 123, net loss and
net loss per share would have been as follows:



                                      F-19
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net Loss:
      As reported                   $   (1,006,374)
      Pro forma                     $   (1,008,466)
Loss per share:
      As reported                   $        (0.03)
      Pro forma                     $        (0.03)

      The fair value of each  option  granted  during the periods  reported  was
estimated  on the date of grant using the  Black-Scholes  option  pricing  model
based upon the weighted  average  assumptions  of:  risk-free  interest  rate of
4.00%;  expected volatility of 50.0%; expected life of 10 years; and an expected
dividend yield of zero.

14. Common Stock Subscribed

      On October 1, 2002,  the Company  completed a $27,500  private  placement,
selling an  aggregate of 343,750  shares of common  stock at $0.08 a share,  and
warrants to purchase 68,750 shares of common stock at an exercise price of $0.50
per share for 5 years.

      On July 25,  2002,  the Company  completed a $230,000  private  placement,
selling an aggregate of 2,875,000  shares of common stock at $0.08 a share,  and
warrants  to purchase  575,000  shares of common  stock at an exercise  price of
$0.50 per share for 5 years.

      On June 30,  2002,  the Company  negotiated  for the partial  repayment of
unpaid  wages to two current  employees,  $19,959,  with the  issuance of 39,918
shares of common stock.

      On June 30, 2002, the Company  negotiated for the full repayment of unpaid
wages to a former  employee,  $19,497,  with the  issuance of 243,000  shares of
common stock.

      On May 13, 2002,  the Company  negotiated for the full repayment of unpaid
wages and  expenses to three  former  employees,  $31,202,  with the issuance of
205,000 shares of common stock and payments totaling $15,202.

      On May 1, 2002, the Company completed a $30,000 private placement, selling
an aggregate of 375,000 shares of common stock at $0.08 a share, and warrants to
purchase  75,000 shares of common stock at an exercise  price of $0.50 per share
for 5 years.

      On May 1, 2002,  the  Company  negotiated  for the full  repayment  of the
remaining balance of the $100,000 working capital loan,  $77,778,  subsequent to
the April and May principal payments as agreed to on December 21, 2001, with the
issuance of 1,400,000  shares of common stock. On December 21, 2001, the Company
agreed  to the full  repayment  of the  interest  portion  of the loan  with the
issuance of 650,000 shares of common stock.

      On May 1, 2002,  the  Company  negotiated  for the full  repayment  of the
principal and interest of the $20,000 working capital loan, with the issuance of
410,000 shares of common stock.
      On May 1, 2002,  the  Company  negotiated  for the full  repayment  of the
balance owed to its predecessor auditors,  $32,650, with the issuance of 150,000
shares of common stock.

      On  April  26,  2002,  the  Company  entered  into an  agreement  with its
investment  bankers for the repayment of $10,000 of  indebtedness,  representing
the monthly retainers for November and December of 2001 and January and February
of 2002, with the issuance of 125,000 shares of common stock.

      On March 20, 2002, the Company entered into an Agreement with New BitSnap,
N.V., a firm providing the Company with consulting  services,  for the repayment
of indebtedness  with the issuance of common stock. The services,  which include
consulting  services by Guy De Vreese and Robin List, are repaid with 3,000,000,
60,000 and 712,500  shares of common stock,  issuable to New BitSnap  N.V.,  Guy
DeVreese and Robin List, respectively. New BitSnap, N.V. is controlled by Guy De
Vreese, the President of New BitSnap N.V. and the Chairman of the Company.


                                      F-20
<PAGE>


                       REMEDENT USA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15.    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 are segment information for the fiscal years ended March 31:


                                     2003              2002
                                 -----------       -----------
Revenues:
      Professional Dental
         Products                $ 1,964,503       $   683,583
      Dental Employee
         Outsourcing                   4,641                --
      Oral Hygiene Products               --            50,270
                                 -----------       -----------
            Total                $ 1,969,144       $   733,853
                                 ===========       ===========
Net Loss:
      Professional Dental
         Products                $  (523,704)      $  (655,754)
      Dental Employee
         Outsourcing                (359,429)          (18,890
      Oral Hygiene Products               --          (125,010)
      Other                      $  (123,241)       (1,164,152)
                                 -----------       -----------
            Total                $(1,006,374)      $(1,963,806)
                                 ===========       ===========

      The Company ships products from its  operations in the US and Europe.  The
following are sales by its US and European  locations for the fiscal years ended
March 31:

                                  2003            2002
                               ----------      ----------
Revenues--United States:
      Professional Dental
         Products              $       --      $       --
      Dental Employee
         Outsourcing                   --              --
      Oral Hygiene
         Products                      --          50,270
                               ----------      ----------
            Subtotal                   --          50,270
                               ----------      ----------
Revenues--Europe:
      Professional Dental
         Products               1,964,503         683,583
      Dental Employee
         Outsourcing                4,641              --
      Oral Hygiene
         Products                      --              --
                               ----------      ----------
            Subtotal            1,969,144              --
                               ----------      ----------
            Total              $1,969,144      $  733,853
                               ==========      ==========

      The following is long-lived  asset  information  by geographic  area as of
March 31, 2003:



                                      F-21
<PAGE>

United States                $       33,188
Europe                               10,858
                             --------------
                             $       44,046
                             ==============

16. Going Concern

      The Company has incurred substantial net losses since inception, and as of
March 31, 2003 and 2002 maintained a working capital and  shareholders'  deficit
of ($870,307) and ($1,121,304),  respectively,  raising  substantial doubt about
the Company's ability to continue as a going concern. The Company has reassessed
its operations and business  structure and has implemented a complete  corporate
reorganization plan.

      The plan  includes  the  acquisition  of and  expansion  into  diversified
business ventures.
      On July 1, 2001, the Company began  developing,  manufacturing,  marketing
and  distributing  high-technology  dental  equipment.  The  Company  retained 9
additional  personnel,  2 engineers  and 7 operations  and finance,  with strong
backgrounds in the business of high-technology dental equipment, and will market
dental curing and whitening lamps,  interoral cameras and digital X-ray systems.
The Company  previewed  its first  offering  within this market at dental  shows
around the world in October  2001,  and  initiated  shipments  of initial  units
during the first quarter of 2002.

      In  connection  with the  Company's  shift  in  focus  to high  technology
professional  dental equipment,  the Company  discontinued the operations of the
Toothbrush  Business on December  31, 2001,  and on March 14, 2002,  the Company
entered into an agreement to sell the business to a third party distributor. The
Company  felt  continued  dedication  to  this  business  would  not  be in  its
shareholders'  best  interest.   Additionally,   with  the  business  generating
recurring  net  losses  and  raising  deficits,  Company  resources  can be more
effectively utilized within these new markets.  Throughout the fiscal year ended
March 31, 2002, as the Company had been experiencing significant working capital
shortages,  the Company had been  downsizing  this business in anticipation of a
sale or  license  of these  operations.  As such,  the  volume of the  business,
revenues and  expenses,  had been  significantly  reduced from  previous  fiscal
years.  For  the  fiscal  year  ended  March  31,  2003,  as  a  result  of  the
implementation  of  this  reorganization  plan,  gross  profits  have  increased
significantly and operating  expenses,  and the resulting operating losses, have
decreased substantially.

      Upon the completion of its reorganization plan, the Company's objective is
to  become a  leading  developer  and  manufacturer  of  high-technology  dental
equipment and operator of employee leasing firms,  capitalizing on the synergies
and marketing inroads each division provides
      Management  believes  that if the Company can complete  its  restructuring
plan,  the Company can  generate  sufficient  revenues and cash flows to sustain
operations. There can be no assurance that the Company will be successful in its
efforts and if  unsuccessful  in its  efforts,  it may be necessary to undertake
other actions to preserve asset value.  The financial  statements do not include
adjustments that might result from the outcome of this uncertainty.

17. Subsequent Events (Unaudited)

      In May 2003, the Company initiated a $900,000 private  placement,  seeking
an aggregate of 900,000 shares of convertible preferred shares at $1.00 a share.


                                      F-22