SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2004

                                       Or

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975

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

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


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


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

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

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

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



                      DOCUMENTS INCORPORATED BY REFERENCE

<PAGE>

                                TABLE OF CONTENTS

                                                                        PAGE

PART I

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

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

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

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

PART II

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

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

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

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

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

PART III

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

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

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

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

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

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

THIS ANNUAL  REPORT ON FORM  10-KSB/A IS BEING FILED FOR THE PURPOSE OF AMENDING
PARTS OF OUR ANNUAL  REPORT ON FORM  10-KSB FOR THE FISCAL  YEAR ENDED MARCH 31,
2004.  ALL  INFORMATION IN THIS 10-KSB IS AS OF THE DATE OF OUR ANNUAL REPORT ON
FORM  10-KSB,  MAY 28,  2004  EXCEPT  AS STATED  HEREIN.  THIS  REPORT  INCLUDES
AMENDMENTS TO SECTIONS 1, 3, 4, 5, 6, 7, 8A, 11, 12, 13 AND 14.


<PAGE>

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

History and Organization

Remedent USA, Inc. was incorporated under the laws of Arizona in September 1996.
On October 2, 1998  Remedent USA merged with Resort World  Enterprises,  Inc., a
Nevada  corporation  ("RWE").  The  surviving  Company  was RWE and  immediately
changed the name of the  Corporation  to Remedent  USA,  Inc. The exchange was a
"reverse merger" and accounted for as a  recapitalization  of Remedent.  We were
initially formed for the purposes of developing,  marketing and distributing the
Remedent  Toothbrush,  a single-handle  toothbrush,  gumbrush and tongue cleaner
designed  to  improve  oral care at an  affordable  price.  However,  due to the
extremely   cost-intensive  nature  of  retail  marketing,  we  were  unable  to
adequately  increase  the  exposure of this  product.  As a result,  we incurred
substantial net losses resulting in working capital and shareholder deficits.

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

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

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

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

In December  2002, as a result of losses  incurred  during its start-up  period,
Remedent  N.V.'s  shareholder  equity  fell below that which is  required  under
Belgium law. In accordance with Belgium law, Remedent N.V. retained the services
of an  independent  Belgium  certified  accountant  to  determine  the amount of
additional capital contribution  necessary to bring Remedent N.V's balance sheet



                                       1
<PAGE>

into compliance. As a result of this analysis, it was determined that additional
capital of 310,000 Euros  ($321,687 as of December  2002) would be required and,
further,  that Remedent N.V.'s valuation prior to such capital  contribution was
88,500  Euros.  In as much as Remedent  USA lacked the  financial  resources  to
provide the additional  capital  required,  Remedent N.V. elected to issue 7,171
shares of its common stock to Lausha N.V., a company controlled by Guy De Vreese
in exchange for conversion of 50,000 Euros in notes payable and  contribution of
the 235,000 Euros in fixed income marketable securities discussed above, both as
an irrevocable capital contribution to Remedent N.V.. In addition, Remedent N.V.
issued 629 shares to Robin List in exchange  for  conversion  of 25,000 Euros in
notes payable as an  irrevocable  capital  contribution  to Remedent N.V. Mr. De
Vreese and Mr.  List are both  officers  and  directors  of  Remedent  N.V.  and
Remedent USA, Inc. As a result of this  transaction,  as previously  reported in
earlier filings, we currently own 22% of our subsidiary, Remedent N.V. Since the
other  shareholders  of Remedent  N.V. are officers of Remedent USA or companies
owned by officers of Remedent  USA,  the Company  believes  that it continues to
retain "control" of Remedent N.V., as defined by ARB 51 "Consolidated  Financial
Statements."

All of our operations are currently  conducted  through  Remedent N.V.  Remedent
Professional,  Inc., and Remedent Professional Holdings, Inc., both wholly-owned
subsidiaries of the Remedent USA, Inc., are both inactive.

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

Our Business

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

We develop and market high-technology dental equipment. Our first product is the
RemeCure  CL-15 high speed dental curing  light.  On January 9, 2003 we received
FDA approval to market this product in the United States. As of the date of this
Annual Report,  we do not have FDA approval to market any other products.  Since
launching  the  RemeCure  CL-15,  we  have  developed  a line  of  complimentary
whitening  products  to be used in  conjunction  with  the  RemeCure  CL-15  and
marketed through professional  dentists as well as new dental products developed
for home use and distributed through retail pharmacies.

Products

We currently sell the following products:

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

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

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



                                       2
<page>

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

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

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

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

Competition

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

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

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

Business Strategy

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

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

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

     o    Emerge with cutting-edge technology.

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

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



                                       3
<page>

Marketing Strategies

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

In connection with our entrance into the dental  equipment and pharmacy  market,
we continue to analyze the most  cost-effective  manufacturing  and distribution
methods.  The current method entails both turn-key  manufacturing by third-party
manufacturers  with distribution  occurring through both drop shipments from the
manufacturer  and shipments  from our own facility.  RemeCure CL15 and RemeWhite
Pro  Whitening are being  produced  in-house to obtain  better  cost-prices  and
quality control.

Distribution Methods

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

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

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

Principal Suppliers

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

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

  Company                            Product                  Payment conditions
  -------                            -------                  ------------------
  1. Diamond Wipes International     Remedent CleverWhite     Cash on Delivery
  2. DucajuPrinting Remedent         CleverWhite              30 days net
  3. Carsan Engineering              RemeCure CL15            30 days net
  4. Oralbotic Research              Remedent Hydrabrush      Cash On delivery
  5. Suni                            Remedent X-Ray           Cash On delivery
  6. Plas Pak                        Remedent Pro Whitening   30 days net

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



                                       4

<PAGE>

Major Customers

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

Intellectual Property

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

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

Governmental Approval

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

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

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, pre-market 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 pre-market 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.



                                       5
<page>

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

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

Costs and Effects of Compliance with Environmental Laws and Regulations

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

Employees

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

Research and Development

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



                                       6
<page>

ITEM 2 - DESCRIPTION OF PROPERTY

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

ITEM 3 - LEGAL PROCEEDINGS

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

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

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


PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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

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

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

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



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<page>

Stockholders

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

Dividends

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

Securities Authorized for Issuance under Equity Compensation Plans

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



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


Recent Sales of Unregistered Securities

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

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



                                       8
<page>

On March 23, 2004, the Company issued 410,000 shares of its Common Stock,  which
had been recorded as Common Stock Subscribed as of April,  2002, to A. Rubin and
145,184  shares  of  Common  Stock,  which had been  recorded  as  Common  Stock
Subscribed as of April,  2002, to J. Siegel to settle an outstanding debt in the
amount of  approximately  $61,602  owed to  Messrs.  Rubin And  Siegel  owed for
accounting  services  provided to the  Company by their now  defunct  accounting
firm, Rubin & Siegel. The issuances  consisted of restricted  securities bearing
the Rule 144 legend and were  exempt  from the  registration  provisions  of the
Securities Act of 1933 by virtue of Section 4(2).

On March 23,  2004,  the Company also issued  500,000  shares of Common Stock to
Robin List pursuant to an oral agreement for consulting  services  performed and
recorded as an expense in February 2002 valued at $22,700  related to developing
the IMDS business concept.  The consulting services consisted of supplying Dutch
dentists  to serve as  customers  of IMDS and  Belgium  dentists  to work in the
Netherlands.  This issuance consisted of restricted  securities bearing the Rule
144 legend and was exempt from the registration provisions of the Securities Act
of 1933 by virtue of Section 4(2).

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

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

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

Overview

We develop,  market and  distribute  high-technology  dental  equipment for sale
within the  professional  dental  market and tooth  whitening  products  for the
over-the-counter  market.  Our first  product was the RemeCure  CL-15 high speed
dental curing light.  On January 9, 2003 we received FDA approval to market this
product in the United States.  As of the date of this Annual  Report,  we do not
have FDA approval to market any other  products.  Since  launching  the RemeCure
CL-15, we have developed a line of complimentary  whitening  products to be used
in  conjunction  with the  RemeCure  CL-15  and  marketed  through  professional
dentists as well as new dental  products  developed for home use and distributed
through retail pharmacies.

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

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



                                       9
<PAGE>

In December  2002, as a result of losses  incurred  during its start-up  period,
Remedent  N.V.'s  shareholder  equity  fell below that which is  required  under
Belgium law. In accordance with Belgium law, Remedent N.V. retained the services
of an  independent  Belgium  certified  accountant  to  determine  the amount of
additional capital contribution  necessary to bring Remedent N.V's balance sheet
into compliance. As a result of this analysis, it was determined that additional
capital of 310,000 Euros  ($321,687 as of December  2002) would be required and,
further,  that Remedent N.V.'s valuation prior to such capital  contribution was
88,500  Euros.  In as much as Remedent  USA lacked the  financial  resources  to
provide the additional  capital  required,  Remedent N.V. elected to issue 7,171
shares of its common stock to Lausha N.V., a company controlled by Guy De Vreese
in exchange for conversion of 50,000 Euros in notes payable and  contribution of
the 235,000 Euros in fixed income marketable securities discussed above, both as
an irrevocable capital  contribution to Remedent N.V.. In addition,  Remedent NV
issued 629 shares to Robin List in exchange  for  conversion  of 25,000 Euros in
notes payable as an  irrevocable  capital  contribution  to Remedent N.V. Mr. De
Vreese and Mr.  List are both  officers  and  directors  of  Remedent  N.V.  and
Remedent USA, Inc. As a result of this  transaction,  as previously  reported in
earlier filings, we currently own 22% of our subsidiary,  Remedent N.V Since the
other  shareholders  of Remedent NV are  officers of Remedent  USA or  companies
owned by officers of Remedent  USA,  the Company  believes  that it continues to
retain  "control" of Remedent NV, as defined by ARB 51  "Consolidated  Financial
Statements."

All of our operations are currently  conducted  through  Remedent N.V.  Remedent
Professional,  Inc., and Remedent Professional Holdings, Inc., both wholly-owned
subsidiaries of the Remedent USA, Inc., are both inactive.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis for Presentation

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

Principles of Consolidation

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

Concentration of Risk

Financial Instruments - Financial  instruments,  which potentially subject us to
concentrations of credit risk, consist principally of trade accounts receivable.
Concentrations  of credit risk with  respect to trade  receivables  are normally
limited due to the number of customers  comprising  our customer  base and their
dispersion  across different  geographic  areas. At March 31, 2004, one customer
accounted for 76% of our trade accounts  receivable.  This number represents the
collective  receivable on the group Omega Pharma, which includes Omega Pharma NV



                                       10
<PAGE>

(Belgium),  Chefaro UK, Ltd, Chefaro Espanola SA, Chefaro  Nederland BV, Chefaro
Portuguesa  and  Deutsche  Chefaro  Pharma GmbH,  that are invoiced  through the
Belgium Headquarters. We perform ongoing credit evaluations of our customers and
normally do not require collateral to support accounts receivable.

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

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

Revenue Recognition

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

Impairment of Long-Lived Assets

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

Pervasiveness of Estimates

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

Accounts Receivable and Allowance for Doubtful Accounts

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



                                       11
<page>

Research and Development Costs

We expense research and development costs as incurred.

Advertising

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

Warranties

We typically  warrant our products  against  defects in material and workmanship
for a period of 18 months  from  shipment.  Based  upon  historical  trends  and
warranties  provided  by our  suppliers  and  sub-contractors,  we have  made no
provision for potential future warranty costs.

Results of Operations

Comparative details of results of operations for the years ending March 31, 2004
and 2003 as a percentage of sales are as follows:

<table>
<Caption>
<S>                                                             <C>             <C>
                                                                For the years ended
                                                                      March 31,
                                                                 2004           2003
                                                                 ----           ----
Net Sales                                                      100.0%         100.0%
Cost of Sales                                                   46.1%          54.0%
                                                                -----          -----
   Gross Profit                                                 53.9%          46.0%

Operating Expenses
   Research and Development                                      1.7%           4.7%
   Sales and Marketing                                           3.1%           3.3%
   General and Administrative                                   34.9%          68.8%
   Impairment loss on IMDS Goodwill                              0.0%          16.8%
   Depreciation and Amortization                                 0.4%           1.1%
                                                                 ----           ----
   TOTAL OPERATING EXPENSES                                     40.2%          94.6%
                                                                -----          -----

INCOME (LOSS) FROM OPERATIONS                                   13.7%         (48.6%)

OTHER INCOME (EXPENSES)
   Interest/Other Income                                         0.4%           1.1%
   Interest Expense                                             (2.5%)         (3.6%)
                                                                -----          -----

   TOTAL OTHER INCOME (EXPENSES)                                (2.1%)         (2.5%)
                                                                -----          -----

INCOME (LOSS) BEFORE INCOME TAXES                               11.6%         (51.1%)

MINORITY INTEREST IN REMEDENT N.V.                             (11.3%)          0.0%

NET INCOME (LOSS)                                                0.3%         (51.1%)
                                                                 ====         ======
</table>

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

Cost of sales - the cost of sales increased  approximately 127% to $2,413,920 in
the year ended March 31, 2004 as compared to  $1,062,681 in the year ended March
31,  2003.  This  represents a  corresponding  increase to the increase in sales


                                       12
<page>

during the current  fiscal year end. Cost of goods sold as a percentage of sales
decreased  8%, from 54% of sales in 2003 to 46% of sales in 2004.  This decrease
is a  result  of  optimizing  relationships  with  suppliers  and  the  in-house
production of the RemeCure.

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

On March 31,  2004,  our current  liabilities  exceeded  our  current  assets by
$90,288. Our business operations will require substantial capital financing on a
continuing  basis.  The  availability of that financing will be essential to our
continued  operation  and  expansion.  The  inability to continue to develop and
market  high-technology  dental  equipment or products for the  over-the-counter
market  will  force us to raise  additional  capital to  support  operations  by
selling equity securities or incurring additional debt.

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


                                       13
<PAGE>

We expect to continue to experience  negative cash flow possibly through the end
of the current  calendar  year,  and may continue to do so  thereafter  while we
attempt to increase  development  and marketing of our  products.  Unless we are
able to  generate  sufficient  revenue  or  acquire  additional  debt or  equity
financing to cover our present and ongoing  operation costs and liabilities,  we
may not be able to continue as a going  concern.  Our auditors note that we have
sustained  substantial  net losses since our  inception in  September  1996.  In
addition,  as of March 31,  2004,  we had a  working  capital  deficit  totaling
$90,288 and a shareholders deficit of $456,714.

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

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

In April 2003,  Remedent NV issued  debentures  in the amount of (euro)  147,000
($161,700) to three  unrelated  investors.  These  debentures bear interest at a
rate of 10% per year payable  annually and mature in April 2006.  The debentures
also  provide,  at the  option of the  holder,  to  convert  to common  stock of
Remedent NV at a rate one share of common stock per (euro)  1,000 of  principal.
Subsequent  to March 31, 2004, in June 2004 (euro)  102,000  ($124,440) of these
debentures were repaid.

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

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



                                       14
<page>

Our  balance  sheet at March 31,  2004  reflects  cash and cash  equivalents  of
$172,382 as compared to $-0- as of March 31, 2003, an increase of $172,382.  Net
cash used by  operations  decreased  by $66,860 to  $536,471  for the year ended
March 31, 2004 as compared to net cash used in  operations  of $603,331  for the
year ended March 31, 2003.  The decrease in net cash used in operations  for the
year  ended  March 31,  2004 as  compared  to the year ended  March 31,  2003 is
attributable  primarily to the  improvement in net income (loss) to a net income
of $16,149 plus the increase in minority  interest as a result of the  operating
income of Remedent N.V. of $591,318 as compared to a net loss of $1.006,374  for
the year ended March 31, 2003, a net change, inclusive of income attributable to
the minority interest of  $1,613,841.This  increase was offset by an increase in
accounts receivable of $1,045,597, an increase in inventories of $320,075 during
the current  year ended  March 31,  2004 due  primarily  to the  improved  sales
performance  and the  reduction  in  impairment  loss of  $330,000,  the  amount
recognized  in the year ended March 31, 2003 as a result of the write-off of the
goodwill from the acquisition of the IMDS business concept and related assets.

Net cash used in investing  activities decreased $50,588 to $68,558 for the year
ended March 31, 2004 as compared  to net cash used in  investing  activities  of
$119,146  for the year ended March 31,  2003.  The  decrease in net cash used in
investing  activities is  attributable  to the reduction in cash used during the
year ended  March 31,  2004 for  restricted  investments  to secure the  company
credit line of $223,227  from  $255,939 to $32,712 for the years ended March 31,
2003 and 2004, respectively, and the reduction in cash used for notes receivable
from related  parties of $153,081  from an increase of $142,142 to a decrease of
$10,939 for the years ended March 31, 2003 and 2004, respectively. The foregoing
decreases  in cash used in  investing  activities  was offset by an  increase of
$19,559 in  purchases of property  and  equipment of to $24,907  during the year
ended March 31, 2004 as compared to $5,348 for the year ended March 31, 2003.

Net cash provided by financing  activities  increased by $39,817 to $767,681 for
the year ended March 31,  2004,  as compared to net cash  provided in  investing
activities  of $727,865 for the year ended March 31,  2003.  The increase in net
cash used in financing activities is attributable to additional borrowings under
our bank line of credit  $407,065 for year ended March 31, 2004  resulting  from
the increase in accounts  receivable from increased  sales.  In addition,  notes
payable,  unrelated  parties  increased  $280,999  from a  $100,000  Convertible
Promissory  Note and Security  Agreement from the  Christopher T. Marlett Living
Trust and additional  short term loans to Remedent NV totaling  $197,689.  These
increases  were offset by  reductions in the proceeds from sale of the Company's
common  stock during the year ended March 31, 2004 as compared to the prior year
of $260,008 and the  reduction  in the  minority  investment  in  subsidiary  of
$243,860 which occurred in the year ended March 31, 2003.

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 of this report
as well as the  risk  factors  discussed  below.  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.



                                       15
<page>

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

Risks Relating to Our Business

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

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

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

Our quarterly  sales and  operating  results have  fluctuated  and are likely to
continue to vary from  quarter to quarter  due to a number of  factors,  many of
which  are  not  within  our  control.   Factors  that  might  cause   quarterly
fluctuations in our sales and operating results include, but are not limited to,
the following:

     o    variation  in demand  for our  products,  including  variation  due to
          seasonality;

     o    our ability to research,  develop,  introduce,  market and gain market
          acceptance  of new  products  and  product  enhancements  in a  timely
          manner;

     o    our ability to control costs;

     o    the  size,  timing,   rescheduling  or  cancellation  of  orders  from
          distributors; o the introduction of new products by competitors;

     o    long sales cycles and fluctuations in sales cycles;

     o    the availability and reliability of components used to manufacture our
          products;

     o    changes  in  our  pricing  policies  or  those  of our  suppliers  and
          competitors, as well as increased price competition in general;

     o    the  risks  and   uncertainties   associated  with  our  international
          business;

     o    costs  associated with any future  acquisitions  of  technologies  and
          businesses;

     o    developments concerning the protection of our proprietary rights; and

     o    general global economic, political,  international conflicts, and acts
          of terrorism.

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

Before most  medical  devices can be  marketed  in the United  States,  they are
required by the FDA to secure  either  clearance  of a  pre-market  notification
pursuant to Section 510(k) of the FDC Act (a "510(k)  Clearance") or approval of
a PMA.  Obtaining  approval of a PMA 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


                                       16
<page>

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

We have received  approval  from the United States Food and Drug  Administration
("FDA") to market our  RemeCure-15  dental curing lamp in the United States.  We
submitted  our  application  for approval on FDA Form 510(k) on October 30, 2002
and received FDA approval for this product on January 9, 2003. None of our other
products have FDA approval for marketing in the United States.

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

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

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

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

Our international  sales are principally  comprised of sales through independent
distributors,  although we sell products in certain European  countries  through
direct sales  representatives.  A significant amount of our sales may consist of
sales through distributors. The loss of a substantial number of our distributors
or a substantial  reduction in,  cancellation of or change in the size or timing
of orders  from our  current  distributors  could harm our  business,  financial
condition and results of operations.  The loss of a key distributor could affect
our operating results due to the potential length of time that might be required
to  locate  and  qualify  a  new   distributor   or  to  retain   direct   sales
representatives for the territory.  In particular,  we have one controlled group
of customers whose sales were 38% of total revenues.  This number represents the
collective  sales for the group Omega  Pharma,  which  includes  Omega Pharma NV
(Belgium),  Chefaro UK, Ltd, Chefaro Espanola SA, Chefaro  Nederland BV, Chefaro



                                       17
<page>

Portuguesa  and  Deutsche  Chefaro  Pharma GmbH,  that are invoiced  through the
Belgium  Headquarters.  There is no assurance that our distributors will perform
as expected and we may experience  lengthy delays and incur substantial costs if
we are required to replace distributors in the future.

We may have difficulty managing our growth.

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

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

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

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

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

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

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



                                       18
<page>

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

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

Risks Relating to Our Common Stock

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

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

Concentration of stock ownership.

Currently,  the present directors and executive  officers,  and their respective
affiliates beneficially owned approximately 32% of our outstanding common stock,
including  underlying  options  that  were  exercisable  or which  would  become
exercisable  within 60 days. As a result of their  ownership,  our directors and
executive  officers and their  respective  affiliates  collectively  are able to
significantly  influence all matters requiring shareholder  approval,  including
the election of directors and approval of  significant  corporate  transactions.
This  concentration  of  ownership  may also  have the  effect  of  delaying  or
preventing a change in control of Remedent.

Authorization of additional shares of common stock.

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

In March  2004,  a majority  of our  shareholders  executed  a Majority  Written
Consent of the Shareholders  regarding the acquisition of the shares of Remedent
N.V. that we do not already own from our Chairman and Chief Executive  Officer.,
the  implementation  of a one for twenty reverse split and other matters,  which
was not to become effective until 20 days following the latter of (i) the filing
of a Definitive  Information Statement on Schedule 14C with the SEC and (ii) the
mailing this Definitive Information Statement to our shareholders. No Definitive



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<page>

Information  Statement on Schedule 14C has been filed with the SEC and we do not
intend to file one relating solely to that particular  Majority  Written Consent
to Shareholders.  Instead,  our Board of Directors  intends to meet and consider
additional  corporate action to recommend to its shareholders that will include,
but not be limited  to, the  election  of  directors,  revision of the number of
shares of common stock authorized from that which had been included in the prior
Majority Written Consent of the Shareholders  and the  implementation  of a 2004
Incentive and Nonstatutory Stock Option Plan. The foregoing, if completed,  will
result in an  increased  concentration  of stock  ownership  by our officers and
directors as well as significant substantial dilution of our current investors.

Regulation of penny stocks.

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

ITEM 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

None.

ITEM 8A. CONTROLS AND PROCEDURES

During the  preparation  of our  quarterly  report on Form 10-QSB for the period
ending September 30, 2004, we detected two errors in certain  previously  issued
financial statements. The errors relate to the classification of certain assets,
liabilities minority interest and paid in capital.

In  March  2003  we did  not  properly  record  a  capital  contribution  to our
subsidiary,  Remedent N.V. by two of our officers.  The capital contribution was
the value of certain fixed income securities which were assigned and irrevocably
transferred  to Remedent N.V on March 5, 2003 (the  "Transfer  Date") as well as
forgiveness  of 75,000 Euros  ($77,827) in notes payable from the same officers.
The initial  value of the  securities  on the  Transfer  Date was 235,000  Euros
($243,860).  These  securities  are collateral for a bank line of credit and are
therefore  shown as restricted  investments on our balance sheet as of the years
ended March 31, 2003 and 2004.  The value of these  securities  has increased to
$255,939 and $288,651 as of March 31, 2003 and 2004,  respectively,  as a result
in changes in the currency  valuation as between the US Dollar and the Euro. The
$321,687  historical value of the fixed income  securities and notes payable has
now been  recorded  and  credited  to  additional  paid in  capital  in our Form
10-KSB/A as of the period ending March 31, 2003.

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



                                       20
<page>

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

In  connection  with the  same  transaction,  we did not  correctly  record  the
Minority  Interest  related to the  previously  mentioned  78%  ownership of our
subsidiary,  Remedent  N.V.  The  foregoing  was the  result  of a error  in the
recording  of  Minority  Interest  that  originally  occurred as of our year end
report on for 10K-SB for March 31, 2003 and has carried forward since that date.
In  addition,  the  Company had  incorrectly  recorded  the  issuance of several
private  placement  stock  issuances  and stock  issued in repayment of debt and
accrued expenses.

In addition,  as of March 31, 2004, the Company had recorded  advances  totaling
$546,  583 under its accounts  receivable  line of credit as due to  non-related
parties.  These amounts have been  reclassified to the current liability account
entitled line of credit

The  cumulative  effect  of  these  errors  as of  March  31,  2004  had been to
understate  cash by $171,818,  understate  investments,  restricted by $116,833,
understate  the  balance  due under the line of  credit by  $546,583,  overstate
amounts  due  unrelated  parties by  $546,583,  overstate  minority  interest by
$112,756,  understate  the value of  additional  paid in  capital  by  $321,687,
understate  accumulated  deficit by $47,940 and overstate the  accumulated  loss
from foreign currency translation by $31,780.

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

PART 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



                                       21
<page>

elected annually by the Board of Directors. Each year the stockholders elect the
board of  directors.  The  executive  officers  serve terms of one year or until
their  death,  resignation  or removal by the Board of  Directors.  There was no
arrangement or understanding  between any executive officer and any other person
pursuant to which any person was elected as an executive officer.


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


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

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

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

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

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



                                       22
<page>

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

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

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>
<S>                   <C>       <C>         <C>         <C>                  <C>           <C>           <C>             <C>
                                                     Summary Compensation Table

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

Stephen F. Ross,      2004    $0           $-0-       $-0-                 $-0-          -0-            $-0-          $-0-
CFO, Secretary        2003    $60,000      $-0-       $-0-                 $-0-          -0-            $-0-          $-0-
                      2002    $28,951      $                                             1,000,000(4)
</table>

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

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

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



                                       23
<page>

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

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

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

Stock Option Plan

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

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Remedent USA, Inc.

The following table sets forth as of March 31, 2004 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>
<S>                                             <C>                     <C>
------------------------------------------ ---------------------- ----------------------
Name and address of beneficial owner          Number of Shares(1)   Percent of class
------------------------------------------ ---------------------- ----------------------
Guy De Vreese (2)                                  7,268,571             17.72%
(Chairman)
Xavier de Cocklaan 42
9831 Deurle, Belgium
------------------------------------------ ---------------------- ----------------------
Robin List (3)
(Director, CEO)
Xavier de Cocklaan 42                              3,212,500              7.87%
9831 Deurle, Belgium
------------------------------------------ ---------------------- ----------------------
Stephen Ross (4)
(Director, CFO)
1921 Malcolm #101                                  1,289,916              3.14%
Los Angeles, CA 90025
------------------------------------------ ---------------------- ----------------------
</table>





                                       24
<page>
<table>
<caption>
<S>                                             <C>                     <C>
Fred Kolsteeg (5)
(Director)
Managelaantje 10                                   2,200,000              5.48%
3062 CV Rotterdan
The Netherlands

------------------------------------------ ---------------------- ----------------------
All Officers and Directors as a group              13,970,987            32.06%
(4 persons)
------------------------------------------ ---------------------- ----------------------
Kenneth Hegemann and Rebecca Inzunza (6)
1220 Birch Way                                     7,112,495             17.09%
Escondido, CA 92097
------------------------------------------ ---------------------- ----------------------

</table>

* Less than 1%

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

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

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

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

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

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

Remedent N.V.

The following table sets forth as of March 31, 2004 certain information relating
to the ownership of the common stock of our operating subsidiary, Remedent N.V.,
by (i) each person known by us to be the beneficial owner of more than 5% of the
outstanding shares of the class of equity security, (ii) each of Remedent N.V.'s
Directors,  (iii) each of Remedent  N.V's  executive  officers,  and (iv) all of
Remedent N.V.'s  executive  officers and directors as a group.  Except as may be
indicated  in the  footnotes  to the table and subject to  applicable  community
property  laws,  each of such persons has the sole voting and  investment  power
with respect to the shares owned.



                                       25
<page>

<table>
<caption>
<S>                                                     <C>                        <C>
Name and address of beneficial owner                    Number of Shares(1)        Percent of class
-------------------------------------------------- --------------------------- ----------------------
Guy De Vreese (2)                                            7,171                    71.71%
(CEO, Director)
Xavier de Cocklaan 42
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
Robin List
(Managing Director, Director)
Xavier de Cocklaan 42                                         629                      6.29%
9831 Deurle, Belgium
-------------------------------------------------- --------------------------- ----------------------
All Officers and Directors as a group                        7,800                    78.00%
(2 persons)
-------------------------------------------------- --------------------------- ----------------------
Remedent USA                                                 2,200                    22.00%
-------------------------------------------------- --------------------------- ----------------------
Lausha N.V. (3)                                              7,171                    71.71%
-------------------------------------------------- --------------------------- ----------------------
</table>

* Less than 1%

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

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

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

ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On March 14, 2002,  we entered  into an Asset  Purchase  Agreement  with Famcare
2000,  LLC,  a Nevada  limited  liability  company,  owned and  operated  by Rob
Hegemann,  the son of Ken Hegemann,  who a director of the Company. On March 14,
2002,  we  entered  into  an  Asset  Purchase  Agreement  selling  our  Remedent
Toothbrush  division to Famcare  2000,  LLC.  (See "Certain  Relationships  and
Related  Transactions.") The Agreement provided for the sale of the old Remedent
Toothbrush business,  which accounted for approximately  $50,000 in revenues for
the  fiscal  year ended  March 31,  2002.  The  business,  which  engages in the
worldwide  distribution of the Remedent  Toothbrush,  had been our sole activity
since  1996.  As a  condition  of  the  sale,  Famcare  2000  agreed  to  assume
responsibility for the liabilities  relating to the toothbrush  business,  which
liabilities  exceeded  the value of the  toothbrush  business  by  approximately
$310,000.  Therefore  the terms of the  agreement  provided for Company to issue
750,000 shares of common stock to Famcare 2000 in consideration of Famcare 2000
taking over the toothbrush business and assuming  responsibility for the related
liabilities.  Famcare  2000  received  an  effective  price of $0.41 per  share,
representing an approximate  400% premium over the Company's market value at the
time.  This  transaction  was not  consummated  until  September  2002,  20 days
following the mailing to our shareholders of a Definitive  Information Statement
on Schedule 14C for this transaction.

On  February  11,  2002  Guy  De  Vreese,  our  Chairman  of the  Board,  loaned
approximately $250,000 to our subsidiary, Remedent NV. In connection with Guy De
Vreese's  loan,  on February 11, 2002 the Company  established  a line of credit
with ING (formerly Bank Brussel  Lambert) for  (euro)250,000  ($218,100 at March
31, 2002) in order to secure  repayment of the loan. In connection with the line
of credit,  on February 12, 2002,  Remedent NV entered into a loan agreement for
(euro)125,000  ($109,050 at March 31, 2002),  with Dental Marketing  Development
N.V  ("DMD"),  company  owned  and  operated  by  Guy  De  Vreese.  Due  to  the



                                       26
<page>

insufficient  assets  maintained  by  Remedent  NV as of the date of the line of
credit,  ING imposed two  requirements  for the extension of credit;  (1) Mr. De
Vreese personally guarantee the line of credit, and (2) Remedent NV use the line
of credit repay in full the125,000 outstanding balance on BBL's existing line of
credit to Dental  Marketing  Development N.V ("DMD").  Therefore,  Guy De Vreese
personally  guaranteed the (euro)250,000 BBL line of credit and Remedent NV drew
(euro)125,000 from this line of credit to repay DMD and booked this amount as an
interest-free loan to DMD. DMD must repay this loan (i) if the line of credit is
cancelled by BBL due to insufficient  security,  (ii) if Remedent NV finds other
facilities  to secure  payment of Guy De Vreese's  funds and no longer needs the
line of credit,  or (iii)  Remedent NV is still using the line of credit but has
found other  facilities to secure payment of Guy De Vreese's funds.  Remedent NV
did not take  any  procedural  steps to  insure  fairness  in the  terms of this
transaction to the Company or to Remedent NV. The terms of this arrangement were
documented in an agreement dated December 2, 2002,  entered into by Remedent NV,
Guy De Vreese and DMD.

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

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

None.

Exhibits

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

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

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

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

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

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

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



                                       27
<page>

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, 2001(1)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.22 Code of Ethics, adopted March 25, 2003

10.23 Convertible Promissory Note dated March 23, 2004

23   Consent of Farber & Hass, LLP

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

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



                                       28
<page>
1    Incorporated by reference from Registration Statement on Form SB-2 filed by
     the Company on July 24, 2002


Reports on Form 8-K:

None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

Audit Fees

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

Tax Fees

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

All Other Fees

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















                                       29
<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:  January 26, 2005                /s/  Robin List
                                        --------------------------------------
                                        By:  Robin List
                                        Its: Chief Executive Officer (Principal
                                        Executive Officer) and Director


Dated:  January 26, 2005                /s/  Stephen F. Ross
                                        --------------------------------------
                                        By:  Stephen F. Ross
                                        Its: Chief Financial Officer(Principal
                                        Financial Officer and Principal
                                        Accounting Officer) and Director













                                       30

<PAGE>


INDEPENDENT REGISTERED AUDITORS' REPORT

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

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

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
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 presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.

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

As  described  in  Note 2,  the  Company  restated  its  consolidated  financial
statements  as of March 31, 2004 and for the two years then ended.



/s/ Farber & Hass LLP
May 28, 2004, except Note 2
as to which the date is January 20, 2005
Camarillo, California












                                      F-1
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<table>
<caption>
<S>                                                                 <C>                        <C>
                                                                                   Restated
                                                                 --------------------------------------------
                                                                    March 31, 2004           March 31, 2003
                                                                    --------------           --------------
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                              $    172,382             $        -
   Investments, restricted                                                     288,651                255,939
   Accounts receivable, net                                                  1,347,613                178,013
   Due from related party                                                      147,887                136,948
   Inventories, net                                                            431,314                116,830
   Prepaid expense                                                              21,742                 39,043
                                                                               -------               --------
       Total current assets                                                  2,409,589                726,773
                                                                            ----------               --------

PROPERTY AND EQUIPMENT, NET                                                     44,316                 44,046

OTHER ASSETS                                                                         -                  1,790
                                                                            ----------                -------

TOTAL ASSETS                                                               $ 2,453,905             $  772,609
                                                                           ===========             ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Line of Credit                                                        $    792,343           $    261,572
   Accounts payable                                                            667,961                452,756
   Due to related parties                                                      127,960                218,029
   Net liabilities of Toothbrush Business to be sold                                 -                335,713
   Accrued liabilities                                                         348,491                267,278
   Notes payable, unrelated parties                                            382,546                101,547
                                                                              --------                -------
       Total current liabilities                                             2,319,301              1,636,895
                                                                             ---------              ---------

MINORITY INTEREST IN REMEDENT N.V.                                             591,318                      -

STOCKHOLDERS' DEFICIT:
   Common stock (50,000,000 shares authorized,
    $0.001 par value; 39,829,158 shares issued
    and outstanding at March 31, 2004 and 36,854,058
    shares issued and outstanding at March 31, 2003)                            39,579                 36,854
   Additional paid-in capital                                                5,202,619              4,822,681
   Accumulated deficit                                                      (5,660,821)            (5,676,970)
   Common stock subscribed ( 372,816 shares and
    1,342,926 shares as of March 31, 2004 and 2003,
    respectively )                                                                 373                  1,343
   Accumulated other comprehensive (loss)
     (foreign currency translation adjustment)                                 (38,464)               (48,194)
                                                                               -------               --------
       Total stockholders' deficit                                            (456,714)              (864,286)
                                                                         -------------           ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              $   2,453,905           $    772,609
                                                                         =============           ============

</table>
              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                      F-2
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)

<table>
<caption>
<S>                                                           <C>                      <C>
                                                                      For the years ended
                                                                (Restated)
                                                              March 31, 2004          March 31, 2003
                                                              --------------          --------------
Net Sales                                                       $  5,234,855           $   1,969,144

Cost of Sales                                                      2,413,920               1,062,681
                                                                  ----------               ---------
          Gross Profit                                             2,820,935                 906,463

Operating Expenses

   Research and Development                                           90,700                  93,186

   Sales and Marketing                                               159,723                  64,132

   General and Administrative                                      1,828,383               1,354,554

   Impairment loss on IMDS Goodwill                                        -                 330,000

   Depreciation and Amortization                                      23,540                  21,804
                                                                     -------                  ------
          TOTAL OPERATING EXPENSES                                 2,102,346               1,863,676
                                                                   ---------               ---------

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

OTHER INCOME (EXPENSES)

   Interest/Other Income                                              19,300                  21,195

   Interest Expense                                                 (130,422)                (70,356)
                                                                   ---------                --------

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

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

MINORITY INTEREST IN REMEDENT N.V.                                  (591,318)                     --
                                                                   ---------                      --

NET INCOME (LOSS)                                                $    16,149           $  (1,006,374)
                                                                 ===========           =============

LOSS PER SHARE
  Basic                                                          $      0.00           $       (0.03)
                                                                 ===========           =============
  Fully diluted                                                  $      0.00           $       (0.03)
                                                                 ===========           =============
WEIGHTED AVERAGE SHARES OUTSTANDING

  Basic                                                           39,278,545              36,333,584
                                                                  ==========              ==========

  Fully diluted                                                   40,996,750              37,214,106
                                                                  ==========              ==========

</table>
              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      F-3
<PAGE>

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

<table>
<caption>
<S>                                     <C>        <C>      <C>          <C>          <C>        <C>       <C>            <C>
                                                            Additional                Common
                                                               Paid     Accumulated    Stock               Subscription
                                       Shares     Amount    in Capital     Deficit   Subscribed  Other     Receivable     Total
                                       ------     ------    ----------     -------   ----------  -----     ------------   -----

Balance, March 31, 2002                30,824,058 $30,824  $4,000,194   $(4,670,596) $     -     $(10,866) $(77,848)      $(728,292)

Subscription receivable                                                                                      77,848          77,848
Common stock issued under
  private placements                    3,625,000   3,625     301,188                    375                                305,188
Common stock issued and subscribed in
  repayment of notes payable            1,500,000   1,500     105,968                    410                                107,878
Common stock issued and subscribed in
  repayment of accrued expenses           905,000     905      93,644                    558                                 95,107
Minority investment in paid in capital                        321,687                                                       321,687
Cumulative translation adjustment                                                                 (37,328)                  (37,328)
Net loss                                                -           -    (1,006,374)       -            -         -      (1,006,374)
                                      ----------- --------  ---------   ------------  ------     --------    ------      ----------
Balance, March 31, 2003                36,854,058 $ 36,854  4,822,681   $(5,676,970)  $1,343     $(48,194)        -      $ (864,286)
                                      ----------- --------  ---------   ------------  ------     ---------   ------      ----------
Common stock issued under
  private placements                      375,000      375                              (375)                                     -
Common stock issued  in
  repayment of notes payable              410,000      410                              (410)                                     -
Common stock issued in
  repayment of accrued expenses           185,100      185                              (185)                                     -
Common stock issued with sale of
  toothbrush division                     750,000      750    334,960                                                       335,710
Settlement of consulting services
  with related party                      500,000      500     22,200                                                        22,700
Settlement of consulting services
  with unrelated parties                  400,000      400     19,600                                                        20,000
Purchase of 14.85% share in
  PureWhite International BV              105,000      105      3,178                                                         3,283

Cumulative translation adjustment                                                                    9,730                    9,730

Net income (loss)                                        -          -        16,149        -             -         -         16,149
                                      ----------- --------  ---------   -----------     ----     ---------     -----         ------
Balance, March 31, 2004                39,579,158 $ 39,579  5,202,619   $(5,660,821)    $373     $(38,464)     $   -       (456,714)
                                      =========== ========  =========   ============    ====     ==========    =====       ========

</table>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<table>
<caption>
<S>                                                                   <C>                    <C>
                                                                                 Restated
                                                                            For the years ended
                                                                    March 31, 2004         March 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES                                --------------         --------------
Net loss                                                                $   16,149          $ (1,006,374)
Adjustments to reconcile net loss
  to net cash used by operating activities
     Depreciation and amortization                                          24,637                21,804
     Inventory reserve                                                      28,681                 3,806
     Allowance for doubtful accounts                                       (63,264)                    -
     Impairment loss on IMDS Goodwill                                            -               330,000
Minority Interest                                                          591,318
Changes in operating assets and liabilities:
     Accounts receivable                                                (1,106,336)              (60,739)
     Notes receivable                                                            -               (27,898)
     Inventories                                                          (343,165)              (23,090)
     Prepaid expenses                                                       17,301                   179
     Other assets                                                            1,790                   720
     Accounts payable                                                      215,205               142,593
     Accrued liabilities                                                    81,213                15,668
                                                                           -------                ------
        Net cash used by operating activities                             (536,471)             (603,331)

CASH FLOWS FROM INVESTING ACTIVITIES
     Investments                                                           (32,712)             (255,939)
     Purchases of equipment                                                (24,907)               (5,348)
     Notes from related parties                                            (10,939)              142,142
                                                                          --------               -------
        Net cash used by investing activities                              (68,558)             (119,146)
                                                                          --------              --------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes and debentures                                    280,999                     -
     Note payments                                                               -               (23,537)
     Proceeds from line of credit                                          530,771               123,706
     Proceeds from sale of common stock                                     45,980               305,988
     Minority investment in subsidiary                                           -               243,860
     Subscription receivable                                                     -                77,848
     Payments to related parties                                           (90,069)                    -
                                                                          --------                     -
        Net cash provided by financing activities                          767,681               727,865
                                                                          --------               -------
     NET (DECREASE) INCREASE IN CASH                                       162,652                 5,388
     Effect of exchange rate changes
       on cash and cash equivalents                                          9,730               (37,328)

CASH AND CASH EQUIVALENTS, BEGINNING                                             -                31,940
                                                                        ----------                ------
CASH AND CASH EQUIVALENTS, ENDING                                       $  172,382              $      -
                                                                        ==========              ========
Supplemental Information:

 Interest paid                                                          $  111,118              $ 70,603
                                                                        ==========              ========
 Income taxes paid                                                      $       --              $    800
                                                                        ==========              ========
</table>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-5
<PAGE>


                         SUPPLEMENTAL NON-CASH INVESTING
                            AND FINANCING ACTIVITIES:

On August 2,  2002,  the  Company  issued  700,000  shares of common  stock as a
retainer to a public relations firm.

On June 30, 2002, the Company negotiated for the partial repayment of $19,959 in
unpaid  wages to two current  employees  by agreeing to issue  39,916  shares of
common stock.

On June 30, 2002,  the Company  negotiated  for the full repayment of $19,497 in
unpaid wages to a former employee, by agreeing to issue 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  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 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..

During the quarter ended June 30, 2003,  the Company  issued  400,000  shares of
common stock for the repayment of $20,000 in accounts payable indebtedness.

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

















                                      F-6
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

<table>
<caption>
<S>                                                               <C>                     <C>
                                                                                Restated
                                                                           For the years ended
                                                                 March 31, 2004          March 31, 2003
                                                                 --------------          --------------

Net Income (Loss)                                                $ 16,149                $ (1,006,374)

Other Comprehensive Income (Loss)

   Foreign currency translation adjustment                          9,730                     (37,328)
                                                                 --------                ------------

Comprehensive Income (Loss)                                      $ 25,879                $ (1,043,702)
                                                                 ========                ============
</table>

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















                                      F-7
<PAGE>
                       REMEDENT USA, INC. AND SUBSIDIARIES
                           NOTES TO INTERIM CONDENSED
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

1.   GENERAL

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

2.   RESTATEMENT

In November,  2004, the Company  detected  errors in certain  previously  issued
financial statements including the financial statements for the year ended March
31, 2003 and 2004 included herein.  The errors relate to the  classification  of
certain  assets,  minority  interest and paid in capital as well as mathematical
errors in the Statement of Cash Flows.

In March 2003 the Company did not properly record a capital  contribution to its
subsidiary,  Remedent  N.V.  by two  of  the  Company's  officers.  The  capital
contribution  was the  value of  certain  fixed  income  securities  which  were
assigned  and  irrevocably  transferred  to  Remedent  N.V on March 5, 2003 (the
"Transfer  Date") as well as  forgiveness  of 75,000  Euros  ($77,827)  in notes
payable  from the same  officers.  The initial  value of the  securities  on the
Transfer Date was 235,000 Euros ($243,860).  These securities are collateral for
a bank line of credit and are therefore  shown as restricted  investments on the
Company's balance sheet (see Note 9). The $321,687 historical value of the fixed
income securities and notes payable has been recorded and credited to additional
paid in capital.

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

In connection with the same  transaction,  the Company did not correctly  record
the Minority  Interest related to the previously  mentioned 78% ownership of our
subsidiary,  Remedent  N.V.  The  foregoing  was the  result  of a error  in the
recording of Minority  Interest that  originally  occurred as of March 31, 2003.
The  effect of these  errors  had been to  overstate  the value of the  Minority
Interest  by $64,816 and  $112,756 as of March 31, 2003 and 2004,  respectively.
The effect on other accounts related to the foregoing error as of March 31, 2003
were to overstate Due to Related parties by $65,748,  understate  Investments by
$255,939 and understate Additional Paid in Capital by $386,053.

Also in the financial  statements for the year ended March 31, 2003, the Company
determined  that  there  were  5,967,500  shares of common  stock  that had been
previously  been  reported as  subscribed  stock  which were more  appropriately

                                       F-8
<page>

classified as issued and  outstanding in that all  conditions  necessary for the
issuance of the stock had been met.  The result was in increase in Common  Stock
of $5,967,  an increase in additional paid in capital of $431,047 and a decrease
to Common Stock  Subscribed of $437,014.  This error had been corrected by March
31, 2004.

In addition, as of March 31, 2004, the Company had recorded advances totaling
$546, 583 under its accounts receivable line of credit as due to non-related
parties. These amounts have been reclassified to the current liability account
entitled line of credit

The  cumulative  effect  of  these  errors  as of  March  31,  2004  had been to
understate  cash by $171,818,  understate  investments,  restricted by $116,833,
understate  the  balance  due under the line of  credit by  $546,583,  overstate
amounts  due  unrelated  parties by  $546,583,  overstate  minority  interest by
$112,756,  understate  the value of  additional  paid in  capital  by  $321,687,
understate  accumulated  deficit by $47,940 and overstate the  accumulated  loss
from foreign currency translation by $31,780.

In the process of preparing the foregoing  restatements,  the Company determined
that,  in  addition  to the  changes  required  in the  Statement  of Cash Flows
resulting from the foregoing, there were mathematical errors in the Statement of
Cash Flows which have been corrected. The following tables set forth the amounts
as previously filed and the restated amounts for Statement of Income (Loss), the
Balance Sheet and the Statement of Cash Flows:

<table>
<caption>
<S>                                                                       <C>                 <C>
                                                                          For the years ended
                                                                             March 31, 2004
                                                                -----------------------------------------
                                                                                              Previously
                                                                             Restated           Reported
                                                                             --------         ----------
Net Sales                                                                $  5,234,855       $  5,234,855

Cost of Sales                                                               2,413,920          2,413,920
                                                                          -----------        -----------
 Gross Profit                                                               2,820,935          2,820,935

Operating Expenses

   Research and Development                                                    90,700             90,700

   Sales and Marketing                                                        159,723            159,723

   General and Administrative                                               1,828,383          1,828,383

   Impairment loss on IMDS Goodwill                                                 -                  -

   Depreciation and Amortization                                               23,540             23,540
                                                                              -------             ------
        TOTAL OPERATING EXPENSES                                            2,102,346          2,102,346
                                                                            ---------          ---------
INCOME (LOSS) FROM OPERATIONS                                                 718,589            718,589

OTHER INCOME (EXPENSES)

   Interest/Other Income                                                       19,300             19,300

   Interest Expense                                                          (130,422)          (130,422)
                                                                           ----------          ---------
        TOTAL OTHER INCOME (EXPENSES)                                        (111,122)          (111,122)
                                                                           ----------          ---------
LOSS BEFORE INCOME TAXES                                                      607,467            607,467

MINORITY INTEREST IN REMEDENT N.V.                                           (591,318)          (639,258)
                                                                           ----------          ---------
NET INCOME (LOSS)                                                         $    16,149        $   (31,791)
                                                                          ===========        ===========
LOSS PER SHARE
  Basic                                                                    $     0.00        $      0.00
                                                                           ==========        ===========
  Fully diluted                                                            $     0.00        $      0.00
                                                                           ==========        ===========
WEIGHTED AVERAGE SHARES OUTSTANDING

  Basic                                                                    39,278,545         31,742,276
                                                                           ==========         ==========
  Fully diluted                                                            40,996,750         33,819,890
                                                                           ==========         ==========
</table>
                                      F-9
<page>

<table>
<caption>
<S>                                                                 <C>                <C>                <C>             <C>
                                                                    March 31, 2004                        March 31, 2003
                                                                    --------------                        --------------
                                                                                   Previously                         Previously
                                                                 Restated           Reported           Restated         Reported
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                     $ 172,382             $   564         $       -        $       -
  Investments, restricted                                         288,651             171,818           255,939                -
  Accounts receivable, net                                      1,347,613           1,347,613           178,013          178,013
  Due from related party                                          147,887             147,887           136,948          136,948
  Inventories, net                                                431,314             431,314           116,830          116,830
  Prepaid expense                                                  21,742              21,742            39,043           39,043
                                                               ----------          ----------          --------       ----------
      Total current assets                                      2,409,589           2,120,938           726,773          470,834
                                                               ----------          ----------          --------       ----------

PROPERTY AND EQUIPMENT, NET                                        44,316              44,316            44,046           44,046

OTHER ASSETS                                                            -                   -             1,790            1,790
                                                              -----------         -----------         ---------        ---------
TOTAL ASSETS                                                  $ 2,453,905         $ 2,165,254         $ 772,609        $ 516,670
                                                              ===========         ===========         =========        =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Line of Credit                                               $ 792,343         $   245,660         $ 261,572        $ 261,572
  Accounts payable                                                667,961             667,961           452,756          452,756
  Due to related parties                                          127,960             127,960           218,029          283,777
  Net liabilities of Toothbrush Business to be sold                     -                               335,713          335,713
  Due to non-related parties                                            -             744,372                 -
  Accrued liabilities                                             348,491             348,491           267,278          267,278
  Notes payable, unrelated parties                                382,546             184,857           101,547          101,547
                                                             ------------          ----------         ---------        ---------
      Total current liabilities                                 2,319,301           2,319,301         1,636,895        1,702,643
                                                             ------------          ----------         ---------        ---------

MINORITY INTEREST IN REMEDENT N.V.                                591,318             704,074                 -           64,816

STOCKHOLDERS' DEFICIT:
  Common stock (50,000,000 shares authorized,
  $0.001 par value; 39,829,158 shares issued
  and outstanding at March 31, 2004 and 36,854,058
  shares issued and outstanding at March 31, 2003)                 39,579              39,579            36,854           30,887
  Additional paid-in capital                                    5,202,619           4,880,932         4,822,681        4,005,131
  Accumulated deficit                                          (5,660,821)         (5,708,761)       (5,676,970)      (5,676,970)
  Common stock subscribed ( 372,816 shares and
      1,342,926 shares as of March 31, 2004 and 2003,
       respectively )                                                 373                 373             1,343          438,357
  Accumulated other comprehensive (loss)
    (foreign currency translation adjustment)                     (38,464)            (70,244)          (48,194)         (48,194)
                                                             ------------            --------          --------        ---------

      Total stockholders' deficit                                (456,714)           (858,121)         (864,286)      (1,250,789)
                                                             ------------           ---------         ---------        ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $ 2,453,905         $ 2,165,254         $ 772,609        $ 516,670
                                                             ============        ============         =========        =========

</table>


                                      F-10
<PAGE>


<table>
<caption>
<S>                                                         <C>                <C>                <C>                <C>
                                                                 March 31, 2004                        March 31, 2003
                                                                 --------------                        --------------
                                                                                Previously                           Previously
                                                               Restated          reported           Restated          reported
                                                               --------          --------           --------          --------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                      $  16,149       $  (31,791)     $ (1,006,374)       $ (1,006,374)
Adjustments to reconcile net loss
  to net cash used by operating activities
 Depreciation and amortization                                    24,637           24,637            21,804              18,343
 Inventory reserve                                                28,681           28,681             3,806                   -
 Allowance for doubtful accounts                                 (63,264)         (63,264)                -               6,225
 Impairment loss on IMDS Goodwill                                      -                            330,000             330,000
Minority Interest                                                591,318          639,258                 -                   -
Changes in operating assets and  liabilities:
 Accounts receivable                                          (1,106,336)      (1,106,336)          (60,739)            (19,941)
 Notes receivable                                                      -                            (27,898)             (1,615)
 Inventories                                                    (343,165)        (343,165)          (23,090)              2,953
 Prepaid expenses                                                 17,301           17,301               179               1,198
 Other assets                                                      1,790            1,790                 -                   -
 Accounts payable                                                215,205          215,205           142,593              87,593
 Accrued liabilities                                              81,213           81,213            15,668              (1,127)
                                                                 -------       ----------           -------            --------
  Net cash used by operating activities                         (536,471)        (536,471)         (604,051)           (582,745)
CASH FLOWS FROM INVESTING ACTIVITIES
 Investments                                                     (32,712)        (171,818)         (255,939)                  -
 Purchases of equipment                                          (24,907)         (24,907)           (5,348)                  -
 Other assets                                                          -                                720               1,611
 Notes from related parties                                      (10,939)         (10,939)          142,142                   -
                                                                --------       ----------          --------                   -
  Net cash used by investing activities                          (68,558)        (207,664)         (118,426)              1,611
                                                                --------       ----------          --------               -----
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from notes and debentures                              280,999           85,414                 -                   -
 Note payments                                                         -                -           (23,537)            (33,537)
 Proceeds from line of credit                                    530,771          (15,912)          123,706              76,353
 Proceeds from sale of common stock                               45,980          100,000           305,988             607,743
 Minority investment in subsidiary                                     -                -           243,860                   -
 Subscription receivable                                               -                -            77,848            (145,319)
 Payments to related parties                                     (90,069)               -                 -              (5,952)
 Notes to unrelated parties                                            -          588,555                 -              56,825
                                                                 -------      -----------          --------             -------
  Net cash provided by financing activities                       767,681         766,749           727,865             556,113
                                                                 --------     -----------          --------             -------
     NET (DECREASE) INCREASE IN CASH                              162,652          22,051             5,388             (25,021)
 Effect of exchange rate changes
   on cash and cash equivalents                                     9,730         (21,870)          (37,328)             (6,919)
CASH AND CASH EQUIVALENTS, BEGINNING                                    -               -            31,940              31,940
                                                               ----------       ---------       -----------             -------
CASH AND CASH EQUIVALENTS, ENDING                              $  172,382       $     564       $         -             $     -
                                                               ==========       =========       ===========             =======
</table>

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis for Presentation

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


                                      F-11
<PAGE>
periods.  Actual  results  could differ from those  estimates.  These  financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Principles of Consolidation

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

Concentration of Risk

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

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

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

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

Revenue Recognition

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

Impairment of Long-Lived Assets

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

Pervasiveness of Estimates

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

Cash and Cash Equivalents

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


                                      F-12
<PAGE>

Investments, Restricted

The Company  accounts for  investments,  available for sale, in accordance  with
SFAS  No.  115,   "Accounting  for  Certain   Investments  in  Debt  and  Equity
Securities."  The  Company  determines  the  appropriate  classification  of all
marketable securities as held-to-maturity,  available for sale or trading at the
time of purchase,  and re-evaluates such classification as of each balance sheet
date.  At  March  31,  2004,  all of the  Company's  investments  in  marketable
securities  were  classified  as  restricted  as a result of their being held as
collateral  for a bank  credit  line (see Note 10),  and were  reported  at fair
value.  Unrealized  gains and losses are reported as a component of  accumulated
other comprehensive income (loss) in stockholders' equity. The amortized cost of
debt  securities  is adjusted  for  amortization  of premiums  and  accretion of
discounts from the date of purchase to maturity.  Such  amortization is included
in  interest  income as an  addition to or  deduction  from the coupon  interest
earned on the investments.  The Company follows its investment managers' methods
of determining the cost basis in computing realized gains and losses on the sale
of  its  available  for  sale  securities,  which  includes  both  the  specific
identification and average cost methods.  Realized gains and losses are included
in other income (expense).

Accounts Receivable and Allowance for Doubtful Accounts

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

Prepaid Expense

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

Property and Equipment

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

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

         Tooling 3 Years
         Furniture and fixtures 4 Years

Customers Outside of the United States

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

                                      F-13
<PAGE>

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

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

Research and Development Costs

The Company expenses research and development costs as incurred.

Advertising

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

Income taxes

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

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

Warranties

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

Impact of New Accounting Standards

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

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

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


                                      F-14
<PAGE>

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

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

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

Computation of Earnings Per Share

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

Conversion of Foreign Currencies

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

Accounting for Stock Based Compensation

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

                                      F-15
<PAGE>

4.   INVESTMENTS, AVAILABLE FOR SALE

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


Private bonds                             $    25,777
Fixed income mutual funds                     262,874
                                              -------
                Total                      $  288,651
                                           ==========

5.   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

Accounts receivable                           $ 1,374,966
Allowance for doubtful accounts                    27,353
                                               ----------
       Net accounts receivable                $ 1,347,613
                                              ===========

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

6.   DUE FROM RELATED PARTIES

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

7.   INVENTORIES

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


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

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



                                      F-16
<PAGE>

8.   PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

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

9.   GOODWILL

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

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

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

10.  LINE OF CREDIT

On  February  16,  2004,  Remedent  N.V.  entered  into a (euro)  1,050,000  (US
$1,289,715 at March 31, 2004) Line of Credit Facility (the  "Facility") with the
ING bank (Formerly  BBL),  consisting of a (euro)  800,000 (US $982,640)  credit
line based on the  companies  receivable on the specific  customer  Omega Pharma
N.V. and a (euro)  250,000 (US  $307,075)  general line of credit.  Advances are
approved by the bank based upon bonds  issued and  approved by Omega Pharma N.V.
as settlement for  Remedent's  accounts  receivable.  Advances on this line will
bear  costs at a drawee  rate of 7.55%.  As of March 31,  2004,  $546,683  (Euro
445,073) was received as advances under this line of credit  against  documents.
The general line of credit is secured by the fixed income marketable  securities
owned by Remedent  N.V. as  described  in Note 3 with a market value of $288,651
(235,000  Euros)  as  well  as the  personal  guarantee  of Guy de  Vreese,  the
Company's  Chairman.  As of March 31, 2004,  $245,660 is outstanding  under this
line of credit for a  combined  total for both  components  of the  facility  of
$792,343.




                                      F-17
<PAGE>

11.  DUE TO RELATED PARTIES


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

Borrowings from employees
  in the form of working
  capital loans                                         58,958         51,926

 Borrowings in the form of
   working capital loans from
   entities controlled by officers
    of the Company                                          --         97,731
                                                   -----------    -----------
 Due to related parties                            $   127,960    $   218,029
                                                   ===========    ===========

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

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

12.  ACCRUED LIABILITIES

Accrued liabilities are summarized as follows:


                                                     March 31,      March 31,
                                                       2004           2003
                                                   -----------    -----------
Accrued interest                                   $    56,380    $    38,525
Accrued audit and tax fees                              32,883         77,500
Accrued consulting                                       4,500         61,500
Accrued social taxes                                   119,484         63,189
Accrued VAT                                             44,398              0
Accrued other                                           90,846         26,564
                                                   -----------    -----------
Accrued liabilities                                $   348,491    $   267,278
                                                   ===========    ===========




                                      F-18
<page>

13.  NOTES PAYABLE

Notes payable are summarized as follows:

<table>
<caption>
<S>                                                                   <C>                      <C>
                                                                    March 31, 2004          March 31, 2003
                                                                    --------------          --------------
Convertible Debentures:
  Maturity Dates: September 1, 2001 thru February 8, 2002
  Interest rate: 10% per annum
  Optional  conversion  rate: 30% of the average
  trading price (average of bid and ask) for the
  30 days immediately prior to the maturity date.
  Debentures are unsecured.
  Unpaid principal balance                                          $  73,578               $    78,576

Union Bank Debt:
  Maturity Dates: April 26, 2005
  Interest rate: 7,5% per annum
  Security All of the assets of the company
  Unpaid principal balance                                             11,279                   22,971

Convertible Promissory Note:
  Maturity Date: September 30, 2004
  Interest rate: 10% per annum
  Conversion rate: Balance of note shall be converted into
  the number of shares necessary to provide the note holder
  with two percent of the Company's outstanding shares of
  common stock, calculated on a fully diluted basis.
  Promissory note is secured by a first security interest in
  assets of the Company pursuant to the terms of the Security
  Agreement.
  Unpaid principal balance                                            100,000                        -

Loans payable -others
  Maturity Dates - April 15, 2006, Interest rate 10%,
  Unsecured, Convertible into one share of Remedent N.V.
  Common stock
  Unpaid balance                                                      197,869                        -
                                                                     --------                        -

                         Notes Payable                              $ 382,726               $  101,547
                                                                    =========               ==========
</table>




                                      F-19
<page>
14.      INCOME TAXES

Deferred taxes - United States

The components of the deferred tax assets are as follows:


Net operating loss carryforwards                         $  1,229,000
Accrued expenses and miscellaneous                             20,000
                                                         ------------
                                                            1,249,000
Less valuation allowance                                   (1,249,000)
                                                         ------------
Net deferred tax assets                                  $          0
                                                         ============
A reconciliation of valuation allowance is as follows:

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

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

Tax Carryforwards in Belgium

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

Tax Carryforwards in the United States

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

15.      CAPITAL TRANSACTIONS

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

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

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

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

16.      STOCK OPTIONS

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

                                      F-20
<page>

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

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

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

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

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

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

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

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

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

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

      Net income:
         As reported                                           $    16,794
         Proforma                                              $    10,726





                                      F-21
<page>

Income per share attributable to common stock:

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

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

17.      COMMON STOCK PURCHASE WARRANTS

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

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

18.      COMMITMENTS AND CONTINGENCIES

REAL ESTATE LEASE

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

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

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

AGREEMENT WITH OMEGA PHARMA NV

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

19.      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.



                                      F-22
<PAGE>

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

                                   European Operations

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

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

20.      SUBSEQUENT EVENTS (Unaudited)

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

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

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

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

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

                                      F-23