SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2002
                                       or
               |_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

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

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


 XAVIER DE COCKLAAN 42, 9831 DEURLE, BELGIUM                   NA
 -------------------------------------------                   --
  (Address of principal executive offices)                 (Zip code)


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


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

Number of shares of issuer's common stock outstanding as of September 22, 2004:
39,579,158

                       DOCUMENTS INCORPORATED BY REFERENCE

      Listed below are documents, parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:

      (1)   Registration Statement on Form 10-SB--Part III

      (2)   Annual Report on Form 10-KSB for the fiscal year ended March 31,
            2001--Part III

      (3)   Quarterly Report on Form 10-QSB for the quarter ended June 30,
            2001--Part III

      (4)   Quarterly Report on Form 10-QSB for the quarter ended September 30,
            2001--Part III

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

                                TABLE OF CONTENTS

PART I                                                                      PAGE
------                                                                      ----
Item 1      Description of Business                                            1

PART II
-------
Item 5      Market for Registrant's Common Equity and Related
            Stockholder Matters                                                7

Item 6      Management's Discussion and Analysis of
            Financial Condition and Results of Operations                      7

Item 7      Financial Statements                                              12

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

Item 10     Executive Compensation                                            14

Item 11     Security Ownership of Certain Beneficial Owners and
            Management                                                        16

Item 12     Certain Relationships and Related Transactions                    17

Item 13     Exhibits and Reports on Form 8-K                                  21

            Financial Statements                                             F-1
<PAGE>

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,
2002. ALL INFORMATION IN THIS 10-KSB IS AS OF THE DATE OF OUR ANNUAL REPORT ON
FORM 10-KSB, JUNE 21, 2002 EXCEPT AS STATED HEREIN. ONLY ITEMS 1, 6, 7, 9, 10 ,
11, 12 AND 13 OF THE ANNUAL REPORT HAVE BEEN AMENDED HEREIN; ALL OTHER ITEMS
REMAIN UNCHANGED.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

(A) HISTORY AND ORGANIZATION

      Remedent USA, Inc. was incorporated under the laws of Arizona in September
1996. We were initially formed for the purposes of developing, marketing and
distributing the Remedent Toothbrush, a new single-handle toothbrush, gumbrush
and tongue cleaner designed to improve oral care at an affordable price. We have
never been a party to any bankruptcy, receivership or similar proceeding.

(B) OUR BUSINESS

      As of the date of this Annual Report, we have not received FDA approval to
market any of our products in the United States. Our primary product has been
the Remedent Tooth and Gumbrush ("Remedent Toothbrush"), a toothbrush, gumbrush
and tongue cleaner in a single instrument. Our initial marketing efforts
included direct marketing to dental professionals, a formulated marketing
campaign through Double Eagle Market Development Company in the Northwestern
states and a promotional mail-out consisting of the Remedent Toothbrush on
educational videos, coupons and brochures. 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 have 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.


                                       1
<PAGE>

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. During
the fourth quarter of the fiscal year ended March 31, 2002, we initiated our
entrance into the high technology dental equipment market, with the introduction
of the RemeCure CL-15, high-speed dental curing light. We plan to market this
product domestically through Remedent Professional, and internationally through
Remedent NV.

      In connection with the Company's corporate reorganization plan changing
its focus from the toothbrush business to the high technology dental equipment
business, on April 1, 2002, Rebecca M. Inzunza, Robert Hegemann, Earl Moore and
Edward Quincy resigned their positions as members of the Board of Directors.
Additionally, Rebecca M. Inzunza tendered her resignation as President and CEO
and Robert Hegemann tendered his resignation as Senior Vice President and
Secretary. The Board of Directors filled the vacancies left on the Board by the
resignations described above by appointing Guy de Vreese, Robin List and Fred
Kolsteeg to the Board of Directors. Guy de Vreese shall serve as Chairman of the
Board of Directors. Additionally, the Board of Directors elected Robin List to
serve as Chief Executive Officer and elected Stephen Ross as Secretary. Stephen
Ross was also re-elected as Chief Financial Officer. The new officers and
directors were selected by the Board of Directors for their experience in
involvement in the Company's high technology dental equipment business and the
management and board changes were made on April 1, 2002 to coincide with the
commencement of a new fiscal year for the Company. We are also currently
developing additional products for introduction within this market, including
intraoral cameras we plan to introduce in October 2002.

      Additionally, during the fourth quarter of the fiscal year ending March
31, 2002, we completed the acquisition of a dental employee-outsourcing firm in
Belgium, International Medical & Dental Support. As the firm remained in the
start-up phase subsequent to the acquisition, no revenues from this firm were
recognized during the fiscal year ended March 31, 2002. We did incur additional
start-up costs, such as organization and advertising costs, which were included
within the fiscal year ended March 31, 2002 financial statements.


                                       2
<PAGE>

      Our objective is to become a leading developer and manufacturer of
high-technology dental equipment and operator of employee leasing firms,
capitalizing on the synergies and marketing inroads each division provides.

      (c) Competition

      The dental products market is intensely competitive. Within this market,
there are at least 12 companies which offer dental curing and whitening lamps.
Our competitors have greater financial and other resources, and, consequently,
are better able to market and generate consumer awareness of their product.

      Within the dental products market, we will be competing with other
companies primarily on the basis of price, technology, customer service and
value-added services, with our principal competitors being Patterson Dental Co.,
Henry Schein, Inc., Dentsply, Ultrak, Air Techniques, Kreativ Products, American
Dental Technologies and Argon Laser.

      (d) Business Strategy

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

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

            o     Emerge with cutting-edge technology.

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

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

      (e) Marketing Strategies

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

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

      (f) Distribution Methods

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


                                       3
<PAGE>

      (g) Principal Suppliers

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

      While we believe our contract manufacturer will enable us to meet our
current and anticipated operational requirements, we can provide no assurance
that such availability will continue or that the terms will remain commercially
competitive..

      (h) Major Customers

      For the fiscal year ended March 31, 2002, the company had two significant
customers, accounting for 38% and 13%, respectively, of consolidated revenue.

      (i) Intellectual Property

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

      (j) Governmental Approval

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

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


                                       4
<PAGE>

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

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

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


                                       5
<PAGE>

      (k) Costs and Effects of Compliance with Environmental Laws and
Regulations

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

      (l) Employees

      We currently retain nine employees worldwide, two in the United States and
seven in Belgium, all of which were hired in connection with our entrance into
the dental equipment market. The two personnel within the United States operate
the Remedent USA, Inc. and Remedent Professional, Inc. entities, while the seven
personnel in Belgium operate the Remedent N.V. entity. 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.

      (m) Research and Development

      Research and Development (R&D) costs have been increasing during the
current fiscal year. R&D costs were $270,395 and $80,495 for the fiscal years
ended March 31, 2002 and 2001, respectively. The increase for fiscal year 2002
reflects expenses for design and development of the new curing light technology
introduced during the first quarter of 2002, and intraoral camera technology the
we plan to release to the market during the fourth quarter of 2002. R&D costs
incurred in the previous fiscal year related to the Remedent Toothbrush, and
were less significant as the patented design was developed under the direction
of Mr. Jean Louis Vrignaud, its inventor.


                                       6
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      (A) MARKET INFORMATION

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

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

-------------------------------------------------------------------------
                                                         Bid Prices
-------------------------------------------------------------------------
                                                   High              Low
-------------------------------------------------------------------------
Quarter ended June 30, 2000                        0.375            0.125
-------------------------------------------------------------------------
Quarter ended September 30, 2000                   0.490            0.090
-------------------------------------------------------------------------
Quarter ended December 31, 2000                    0.220            0.060
-------------------------------------------------------------------------
Quarter ended March 31, 2001                       0.250            0.060
-------------------------------------------------------------------------
Quarter ended June 30, 2001                        0.360            0.090
-------------------------------------------------------------------------
Quarter ended September 30, 2001                   0.230            0.090
-------------------------------------------------------------------------
Quarter ended December 31, 2001                    0.180            0.050
-------------------------------------------------------------------------
Quarter ended March 31, 2002                       0.080            0.050
-------------------------------------------------------------------------

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

      (B) STOCKHOLDERS

      As of June 21, 2002, the number of stockholders of record was 425, 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.

      (C) 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.

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, 2002 and 2001. The following discussion regarding
the financial statements of the Company should be read in conjunction with the
financial statements of the Company included herewith.


                                       7
<PAGE>

      OVERVIEW

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

Results of Operations

      Comparative details of results of operations for the years ending March
31, 2002 and 2001.

-------------------------------------------------------------------------------
                                          YEAR ENDING            YEAR ENDING
                                         MARCH 31, 2002         MARCH 31, 2001
-------------------------------------------------------------------------------
Net Sales                                    $   733,853             $ 225,604
-------------------------------------------------------------------------------
Cost of Sales                                    502,013               154,848
                                             -----------           -----------
-------------------------------------------------------------------------------
         Gross Profit                            231,840                70,756
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Operating Expenses
-------------------------------------------------------------------------------
   Research and Development                      270,395                80,495
-------------------------------------------------------------------------------
   Sales and Marketing                            49,582               228,029
-------------------------------------------------------------------------------
   General and Administrative                  1,793,362               320,038
-------------------------------------------------------------------------------
   Depreciation and Amortization                  12,711                13,253
                                             -----------           -----------
-------------------------------------------------------------------------------
         TOTAL OPERATING EXPENSES              2,126,050               641,815
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
(LOSS) FROM OPERATIONS                       (1,894,209)              (571,059)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
-------------------------------------------------------------------------------
   Interest/Other Income                          44,290                   169
-------------------------------------------------------------------------------
   Interest Expense                             (113,887)             (200,114)
                                             -----------           -----------
-------------------------------------------------------------------------------
         TOTAL OTHER INCOME (EXPENSES)           (69,597)             (199,945)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
(LOSS) BEFORE INCOME TAXES                    (1,963,806)             (771,004)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Income Tax Benefit (Expense)                          --                   850
                                             -----------           -----------
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
         NET (LOSS)                          $(1,963,806)            $(771,854)
                                             -----------           -----------
-------------------------------------------------------------------------------

      For the fiscal year ending March 31, 2002, net sales increased by $508,249
from $225,604 in 2001 to $733,853 in 2002. This represents a 225% increase over
the comparable period ending March 31, 2001. The increase was due to the
commencement of dental equipment sales ($683,583) in our European subsidiary,
partially offset by the continued reduction in sales within the oral hygiene
market ($50,370) throughout the year, and complete termination of these sales as
of December 31, 2001. As the Company has initiated its presence within the
professional dental equipment market, our European subsidiary has begun sales of
our initial technology, a high-speed dental curing light, as well as
after-market products, including accessories and repair services. These revenues
were partially offset by the continued reduction in oral hygiene revenues
throughout the year, consistent with our reorganization plan, as we reposition
assets and resources to the professional dental equipment market, and finalize
the sale of the oral hygiene division.

      Cost of goods sold increased by $347,165 or 224% for the year ending March
31, 2002 over the comparable period ended March 31, 2001. This represents a
corresponding increase to the increase in sales during the current fiscal year
end.


                                       8
<PAGE>

      Gross profit increased by $161,084 or 228% for the year ended on March 31,
2002 over the comparable period ended March 31, 2001. Gross profit percentage
increased to 32% for the fiscal year ended March 31, 2002 compared to 31% for
the comparable period ended March 31, 2001. The increase is the result of our
shift to the higher-margin professional dental equipment market ($295,067)
during the current fiscal year. There were no sales of these products during the
fiscal year ended March 31, 2001. Additionally, excluding one-time write-offs of
obsolete marketing and promotional material within the oral hygiene division of
$69,000 and obsolete raw materials, due to design changes, within the
professional dental equipment division of $14,000, the recurring gross profit
percentage was 43%.

      Research and development expenses as of March 31, 2002 increased by
$189,900 over the prior fiscal year, due primarily to the research and
development costs incurred during the start-up phase of the Company's
high-technology dental equipment segment. These expenditures relate primarily to
the labor and materials to design and manufacture our new curing light
technology, in addition to the completion of 15 prototypes. We expect we will
continue to invest in research and development, and anticipate significant costs
in the near future as we continue to develop products for the dental equipment
markets. These products include the introduction of two new intraoral cameras
for use within this market. These products are currently in development and we
expect to introduce these into market during the fourth quarter of 2002.

      Sales and marketing costs as of March 31, 2002 and 2001 were $49,582 and
$228,029 respectively, which represents a decrease of $178,447 or 78%. The
reduction is a result of the shift in business focus from the retail selling of
oral hygiene products to the wholesale selling of professional dental products.
In connection with our reorganization plan implemented during the current fiscal
year, we began downsizing the marketing-intensive retail selling of oral hygiene
products, and formally ceased these operations on December 31, 2001, in
anticipation of the sale of the division. We have shifted into the professional
dental equipment market, whereby we focus on the less capital-intensive sale of
units to large distributors. This marketing and distribution method allows for
significantly less marketing and provides more predictable revenue flow.

      General and administrative costs for 2002 and 2001 were $1,793,362 and
$320,038 respectively, an increase of $1,473,324 or 460%. This increase is due
to the overhead, primarily payroll and rent, associated with our professional
dental equipment business operating in both Europe and the United States, which
commenced on July 1, 2001. Additionally, in connection with the reorganization
plan, the Company has begun intensifying fund-raising and investor relation
activities, with the resulting increase in such expenses.

      Net interest expense decreased by $86,227 during the year ended March 31,
2002 over the comparable period ending March 31, 2001. The decrease in interest
expense was largely due to the conversion feature of the convertible debentures
entered into with shareholders during the prior fiscal year. No such debentures
were entered into during the current fiscal year. This decrease was partially
offset by the interest accrued on working capital loans entered into during the
current fiscal year.

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

      LIQUIDITY AND CAPITAL RESOURCES

      On March 31, 2002, our current liabilities exceeded our current assets by
$1,121,304. Our business operations will require substantial capital financing
on a continuing basis. The availability of that financing will be essential to
our continued operation and expansion. In addition, cash flow and liquidity is
contingent upon the success of our restructuring plan. The inability to continue
to develop and market high-technology dental equipment or operate our newly
acquired dental outsourcing business will force us to raise additional capital
to support operations by selling equity securities or incurring additional debt.


                                       9
<PAGE>

      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.

      In February 2002, we entered into a line of credit facility with the Bank
Brussels Lambert ("BBL") consisting of a accounts receivable factoring line for
(euro)991,000 and a general line of credit for (euro)250,000 ($1,082,648 at
March 31, 2002). As of March 31, 2002, we had drawn $137,866 from this facility.

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

      In January 2002, we completed a $270,000 private placement, selling an
aggregate of 3,375,000 shares of common stock at $0.08 a share. $76,876 of the
private placement was to be received during April 2002.

      In September 2001, we received $120,000 in the form of working capital
loans, $20,000 to mature in November 2001 and $100,000 to mature in December
2001. Through May 2002, we had made $22,222 in principal payments on the
$100,000 loan and agreed to repayment of the balance with the issuance of
972,225 shares of common stock. Additionally, in May 2002, we agreed to the
repayment of the $20,000 loan with the issuance of 375,000 shares of common
stock.

      In September 2001, we completed a $110,500 private placement, selling an
aggregate of 442,000 shares of common stock at $0.25 a share.

      In April 2001, we completed a $313,000 private placement, selling an
aggregate of 1,252,000 shares of common stock at $0.25 a share.

      In January 1999, Rebecca Inzunza, former President of the Company, loaned
the Company $50,000 at 7% interest which was paid throughout the year and as of
March 31, 2001 the principal balance was paid in full. On December 11, 1998,
Remedent received a $50,000 line of credit from Union Bank of Arizona. We have
drawn upon the full amount. The interest rate was 10.25% with a maturity date of
December 31, 1999. On April 26, 2000, the loan balance of $49,970.55 was
converted to a five-year loan with an interest rate of prime + 2.5% (7.25% at
March 31, 2002), monthly payments of $1,099, and a maturity date of April 26,
2005. Monthly payments include payments towards both principal and interest.

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

      Kenneth J. Hegemann, an officer, operates CRA Labs, Inc., a related
business that advanced $11,500 during the fiscal year ended March 31, 2001. We
repaid $4,000 of these advances during the fiscal year ended March 31, 2001, and
were advanced an additional $8,000 during the fiscal year ended March 31, 2002.
These advances were repaid on January 24, 2002 through the issuance of common
stock valued at $0.50 a share.


                                       10
<PAGE>

      We expect to continue to experience negative cash flow through at least
the second quarter of 2002, and may continue to do so thereafter while we fully
implement our restructuring plan. 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, 2001, we had
a working capital deficit totaling $1,121,304 and a shareholders deficit of
$728,292.

      For the year ending March 31, 2002, liabilities totaled $1,516,336 and
$1,092,220 for the year ending March 31, 2001, which represents an increase of
$424,116. This was largely due to the draws on the line of credit facility, the
working capital loans entered into and the additional advances received from
related parties. .

      Frequently we have been unable to make timely payments to our trade and
service vendors. As of March 31, 2002, we had past due payables in the amount of
$141,538, representing a 66% decrease from the prior fiscal year. This reduction
is due primarily to our upcoming sale of the oral hygiene division, including
its related payables, and our gradual reduction in existing payables through the
payments and reduction in the occurrence of additional indebtedness. Deferred
payment terms have been negotiated with most of the vendors, which has allowed
us to continue to make shipments on time and no orders have been cancelled to
date.

      For the years ending March 31, 2002 and 2001, net cash used for operating
activities was $790,109 and $161,230, respectively. As of March 31, 2002 we had
a working capital deficiency of $1,121,304, as compared to a working capital
deficiency of $976,945 at March 31, 2001. Our business operations will require
substantial capital financing on a continuing basis.

      We have taken several actions, which we believe will improve our
short-term and long-term liquidity and cash flow. For the short term, we have
improved liquidity and cash flow by negotiating extended payment terms with
vendors and converting various obligations into common stock. For the long term,
we have negotiated for the sale of the oral hygiene division, with its related
liabilities, and restructured the business to lower overhead and eliminate
indirect manufacturing costs.

      Our business operations will require substantial capital financing on a
continuing basis. Based upon our cash flow projections, significant capital
infusion is necessary to fully implement our restructuring plan and pay existing
delinquent payables. We plan to finance such through loans, equity investments
and other transactions. We reasonably believe that the net proceeds from our
efforts, assuming the maximum amount is raised and loans are obtained, plus
revenues generated from operations, will be sufficient to fund our operations.
However, there can be no assurance that we will be able secure the necessary
financing. In the event that we are unsuccessful in completing financing
arrangements, we would have 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.


                                       11
<PAGE>

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

PART II - OTHER INFORMATION

ITEM 7. FINANCIAL STATEMENTS

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


                                       12
<PAGE>

                                    PART III

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

      (A) DIRECTORS AND EXECUTIVE OFFICERS

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

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

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. Prior to 1997, Mr. De Vreese served as a
board member of Dycam Inc. and New Image Industries, Inc. Mr. De Vreese was also
CEO and Chairman of the Board of Styles On Video Inc. from July 1992 to February
1995. On June 17, 1998, the Securities and Exchange Commission settled a civil
action it had filed against Mr. De Vreese win which it charged that Mr. De
Vreese, while an officer and director of Styles on Video, Inc. violated the
antifraud, reporting, recordkeeping, internal controls, and lying to an
accountant provisions of the federal securities laws. Without admitting or
denying the SEC's allegations, Mr. De Vreese consented to the entry of a
permanent injunction against him enjoining him from violating the anti-fraud
provisions of the federal securities laws. Mr. De Vreese resides in Belgium.

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 BitsSnap 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.


                                       13
<PAGE>

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.

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

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.

      In connection with the Company's corporate reorganization plan, on April
1, 2002, Rebecca M. Inzunza, Robert Hegemann, Earl Moore and Edward Quincy
resigned their positions as members of the Board of Directors. Additionally,
Rebecca M. Inzunza has tendered her resignation as CEO, Kenneth J. Hegemann
tendered his resignation as President, and Robert Hegemann tendered his
resignation as Senior Vice President and Secretary.

      The Board of Directors filled the vacancies left on the Board by the
resignations described above by appointing Guy de Vreese, Robin List and Fred
Kolsteeg to the Board of Directors. Guy de Vreese is serving as Chairman of the
Board of Directors. Additionally, the Board of Directors elected Robin List to
serve as Chief Executive Officer and Stephen Ross as Secretary.

      (B) COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than ten percent of our Common Stock, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on our review of the copies
of such forms we received, or written representations from certain reporting
persons, we believe that during our 2002 fiscal year, all such filing
requirements applicable to our officers, directors, and greater than 10%
beneficial owners were complied with.


                                       14
<PAGE>

ITEM 10-EXECUTIVE COMPENSATION

      (A) 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:

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
========================================================================================================================
                                            ANNUAL COMPENSATION                       LONG TERM COMPENSATION
                                    ------------------------------------ -----------------------------------------------
                                                                                 AWARDS          PAYOUTS
                                                                         ----------------------  --------
                                                               Other     Restricted  Securities
                                                               Annual      stock     Underlying    LTIP      All other
Name and Principal                                          compensation  award(s)    Options/   pay-outs   compensation
Position                 Year       Salary ($)   Bonus ($)      ($)         ($)       SARs (#)      ($)         ($)
------------------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>            <C>         <C>         <C>         <C>        <C>         <C>
Kenneth Hegemann,        2002        $60,300        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
Chairman                 2001        $80,400        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
                         2000        $80,400        $-0-        $-0-        $-0-        -0-        $-0-        $-0-

Rebecca Inzunza,         2002        $46,900        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
President, CEO, CFO      2001        $80,400        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
                         2000        $80,400        $-0-        $-0-        $-0-        -0-        $-0-        $-0-

Robert E                 2002        $28,951        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
Hegemann, Sr             2001        $40,872        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
V.P., Treasurer          2000        $40,872        $-0-        $-0-        $-0-        -0-        $-0-        $-0-
========================================================================================================================
</TABLE>

1

      (B) EMPLOYMENT AGREEMENTS

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

      (C) COMPENSATION OF DIRECTORS

      Except for the Chairman of the Board, our directors do not receive any
cash compensation, but are entitled to reimbursement of their reasonable
expenses incurred in attending directors' meetings. The Chairman of the Board is
entitled to receive $120,000 in base salary.

      (D) STOCK OPTION PLAN

      On May 29, 2001, the Board of Directors adopted an Incentive and
Nonstatutory Stock Option Plan (the "Plan"), reserving 5,000,000 shares
underlying options for issuance under this plan. There is a restriction that no
more than 1,000,000 options may be granted to any one individual or entity in
any one calendar year under the Plan. To date, 4,733,600 options have been
granted pursuant to the Plan, with 4,595,900 options outstanding as of March 31,
2002.


                                       15
<PAGE>

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth as of June 21, 2002 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.

--------------------------------------------------------------------------------
                                             AMOUNT AND NATURE OF       PERCENT
  NAME AND ADDRESS OF BENEFICIAL OWNER       BENEFICIAL OWNER (1)       OF CLASS
--------------------------------------------------------------------------------
Guy De Vreese (2)                                      8,268,571           23.8%
(Chairman)
Xavier de Cocklaan 42
9831 Deurle, Belgium
--------------------------------------------------------------------------------
Robin List (3)                                         2,212,500            6.4%
(Director, CEO)
Xavier de Cocklaan 42
9831 Deurle, Belgium
--------------------------------------------------------------------------------
Stephen Ross (4)                                       1,000,000            2.9%
(Director, CFO)
1921 Malcolm #101
Los Angeles, CA 90025
--------------------------------------------------------------------------------
Fred Kolsteeg (5)                                      2,200,000           6.84%
(Director)
Managelaantje 10
3062 CV Rotterdan
The Netherlands
--------------------------------------------------------------------------------
Kenneth Hegemann (6)                                   1,045,000            3.1%
(Director)
1220 Birch Way
Escondido, CA 92097
--------------------------------------------------------------------------------
All Officers and Directors as a group               14,726,071            41.50%
(5 persons)
--------------------------------------------------------------------------------
Dental Advisors, Inc. (7)                              3,388,000            9.6%
1220 Birch Way
Escondido, CA 92027
--------------------------------------------------------------------------------
Rebecca Inzunza                                        2,679,495            8.0%
1220 Birch Way
Escondido, CA 92027
--------------------------------------------------------------------------------
KolsteegBeleggingsmaatschappij B.V.(8)                 1,200,000            3.6%
Managelaantje 10
3062 CV Rotterdan
The Netherlands
--------------------------------------------------------------------------------
Jonathan J. Marine (9)                                 2,300,000            6.8%
448 21st Street
Manhattan Beach, CA 90266
--------------------------------------------------------------------------------


                                       16
<PAGE>

 *    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 were exercisable on or
      which will become exercisable within 60 days of April 15, 2002; 5,949,971
      shares of Common Stock held in the name of New Bitsnap N.V., a Belgian
      company controlled by Guy De Vreese, including 26,400 shares of Common
      Stock underlying warrants which were exercisable on or which will become
      exercisable within 60 days of April 15, 2002; and 1,258,600 shares held in
      the name of Lausha N.V., a Belgian company controlled by Guy De Vreese,
      including 173,600 shares of Common Stock underlying warrants which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.
(3)   Includes 1,000,000 shares of Common Stock underlying options which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.
(4)   Includes 1,000,000 shares of Common Stock underlying options which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.
(5)   1,000,000 are in Fred Kolsteeg's own name, including 100,000 shares of
      Common Stock underlying options which were exercisable on or which will
      become exercisable within 60 days of June 21, 2002; and 1,200,000 are in
      the name of KolsteegBeleggingsmaatschappij B.V., a company controlled by
      Fred Kolsteeg, including 200,000 shares of Common Stock underlying
      warrants which were exercisable on or which will become exercisable within
      60 days of June 21, 2002.
(6)   Includes 100,000 shares of Common Stock underlying options which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.
(7)   Includes 1,694,000 shares of Common Stock underlying warrants which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.
(8)   Includes 200,000 shares of Common Stock underlying warrants which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002. Fred Kolsteeg is a beneficial owner of these shares.
(9)   Includes 250,000 shares of Common Stock underlying warrants which were
      exercisable on or which will become exercisable within 60 days of June 21,
      2002.

ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY TRANSACTIONS

On January 15, 2002 our subsidiary, Remedent NV, acquired International Medical
& Dental Support ("IMDS") from New Bitsnap, NV. IMDS was a business concept and
related assets for dental practitioner outsourcing business. The assets 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. The principal of New Bitsnap,
N.V. prior to its sale to Remedent NV was Guy DeVreese. Guy DeVreese was
appointed a director of Remedent, USA on April 1, 2002. We did not take any
procedural steps to insure fairness in the terms of this transaction to the
Company.


                                       17
<PAGE>

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

On 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 is 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 Famecare 2000
taking over the toothbrush business and assuming responsibility for the related
liabilities. Famcare 2000 received an effective price of $0.41 per share,
representing an approximate 400% premium over the Company's market value at the
time. This transaction was not consummated until September 2002, 20 days
following the mailing to our shareholders of a Definitive Information Statement
on Schedule 14C for this transaction.

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

On March 20, 2002, the Company entered into an agreement to issue 3,000,000
share of common stock to New BitSnap, N.V., a company controlled by the
Company's Chairman of the Board, Guy De Vreese, in repayment of a debt of
$240,000 owed to New BitSnap, N.V. for $201,000 in consulting services and
$39,000 in advanced expenses from March 1, 2001 through March 31, 2002. The
consulting services consisted of the set-up and implementation of the Remedent
N.V. and were provided pursuant to an oral agreement, prior to Mr. De Vreese
becoming an officer and director of Remedent USA, Inc


                                       18
<PAGE>

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

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

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

On December 31, 2002, Remedent N.V. subsidiary entered into an agreement with
Robin List and Lausha N.V., a Belgium company owned by Guy de Vreese. Under the
agreement, Remedent NV issued the following shares of common stock: (i) 7,171
shares of Remedent N.V. common stock to Lausha N.V. in exchange for
extinguishment of a (euro)285,000 (US$305,000) note payable; and (ii) 629 shares
of Remedent N.V. common stock to Robin List in exchange for extinguishment of a
(euro)25,000 (US$27,000) note payable

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 New Bitsnap N.V.
Lausha, N.V. and New Bitsnap N.V. have consulting arrangements with Remedent
N.V. to provide Mr. De Vreese's services and are both companies controlled by
Mr. De Vreese

      Between April 15, 2001 and August 21, 2001, in consideration of $69,002,
we issued convertible debentures issued to Edward Quincy, who was a director of
the Company from inception to April 1, 2002. These convertible debentures are
due on demand, bearing interest at 10% per annum, and convertible into common
stock at the sole discretion of the holder. The debentures are convertible into
common stock at percentages between 30% and 37.5% of the average trading price
for the stock for the 30 day period immediately prior to the maturity date.
$54,002 of the debentures carry a 37.5% conversion percentage, while $15,000
carry a 30% conversion percentage. In connection with this conversion feature,
the Company recorded a charge of $59,002 and $10,000 to interest expense during
the fiscal years ended March 31, 2001 and 2000, respectively. As of December 31,
2002, $11,839 was accrued for unpaid interest.

      We formerly leased 1,000 square feet of office space at 1220 Birch Way,
Escondido, California. This dwelling belongs to Ms. Inzunza and acts as our
headquarters. Since January 1998, Remedent has paid $300 per month directly to
Ms. Inzunza for this office space. As of January 1, 2000, the lease amount was
increased to $655. We also utilized warehouse space located within the home of
one of our officers, Robert Hegemann, in Phoenix, Arizona, rent-free. In
connection with her resignation as an officer and director on April 1, 2002, as
part of our corporate reorganization, we no longer utilize the dwelling
belonging to Ms. Inzunza, and as such no longer incur monthly rental charges for
the property. Additionally, in connection with the sale of the Remedent
Toothbrush business, which was operated solely out of the personal residence of
Robert Hegemann, we no longer utilize, or incur monthly rental charges for, that
space.


                                       19
<PAGE>

      On October 5, 1996, we entered into a royalty agreement with Jean Louis
Vrignaud, who at the time was a holder of more than 5% of our outstanding stock,
under which Mr. Vrignaud was to receive a 4.5% royalty of the net sales with a
cap of $2 million as compensation for the assignment of all Remedent patents. No
royalties have been paid and the balance owed has been accruing in the general
ledger and as of March 31, 2002 the total due is $52,421. In connection with the
sale of the Remedent Toothbrush division on March 14, 2002, the purchaser
assumed this obligation and the underlying agreement.


                                       20
<PAGE>

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

      (A) EXHIBITS

2.1*     Stock Exchange Agreement with Resort World Enterprises, Inc.

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

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

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

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

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

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

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

3.8*     By-laws

10.1*    Marketing Agreement with Jean Louis Vrignaud

10.2*    Addendum to Marketing Agreement with Jean Louis Vrignaud

10.3*    Sales and Marketing Agreement with Double Eagle

10.4*    Option Agreement with Rubicon Capital Partners

10.5*    Convertible Debenture with Dr. Edward Quincy

10.6*    Client Service Agreement with Continental Capital & Equity Corporation

10.7*    Agent Agreement with Continental Capital

10.8*    Agreement with the Merryvale Group International

10.9*    Contract with In-Touch Communications

10.10*   Agreement with First Canadian Capital

10.11*   Investment Banking Rider with Charterbridge

10.12*   Agreement for Financial Public Support/Retail Support with
         Charterbridge

10.13*   Consulting Agreement and Finders Fee Agreement with Rubicon Capital
         Partners

10.14*   Shummi Manufacturing Contract

10.15**  Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001

10.16**  Lease for Encino, California office, dated June 4, 2001

10.17**  Debenture Agreement

10.18*** Stock Purchase Agreement with Dental Advisors dated April 25, 2001.

10.19*** Retainer Agreement with Senn Palumbo Meulemans, LLP, dated March 28,
         2001, incorporated herein by reference from Exhibit 10.1 to
         Registration Statement on Form S-8 filed with the SEC on June 6, 2001.

10.20*** Business Consulting Agreement with Windsor Partners, Inc., dated June
         20, 2001, incorporated herein by reference from Exhibit 10.1 to
         Registration Statement on Form S-8 filed with the SEC on July 24, 2001.

10.21**** Loan Agreement, dated September 9, 2001.

10.22**** Investment Banking Agreement with Lincoln Equity Research, LLC, dated
          September 13, 2001.


                                       21
<PAGE>

10.23**** Stock Purchase Agreement with Dental Advisors, dated September 14,
          2001.

10.24**** Warrant Agreement with Dental Advisors, dated September 14, 2001.

10.25**** Loan Agreement, dated September 21, 2001.

10.26***** Renegotiated Loan Agreement dated December 21, 2001.

10.27***** Asset Purchase Agreement for IMDS dated January 15, 2001.

10.28***** Line of Credit Agreement dated February 11, 2002.

10.29***** Loan Agreement dated February 12, 2002.

10.30***** Repayment Agreement dated March 20, 2002.

10.31***** Repayment Agreement dated January 24, 2002.

10.32***** Stock Purchase Agreement dated January 11, 2002.

21.1**   Subsidiaries

23.1     Consent of Farber & Hass LLP

99.2*    List of Patents

99.3*    List of Trademarks

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

      (B) REPORTS ON FORM 8-K:

      On May 28, 2002, the Company filed a Current Report on Form 8-K to report
the change in independent auditors from Siegel Smith LLP to Farber & Hass LLP.

--------------------------------------------------------------------------------

*     Incorporated by reference from Registration Statement on Form 10-SB filed
      by the Company on June 30, 2000.
**    Incorporated by reference from Annual Report on Form 10-KSB filed by the
      Company on June 29, 2001.
***   Incorporated by reference from Quarterly Report on Form 10-QSB filed by
      the Company on August 10, 2001.
****  Incorporated by reference from Quarterly Report on Form 10-SB filed by the
      Company on November 11, 2001. *****Already filed.


                                       22
<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: October 6, 2004              /s/ Robin List
                                    --------------------------------------------
                                    By: Robin List
                                    Its: Chief Executive Officer (Principal
                                         Executive Officer) and Director


Dated: October6, 2004               /s/ Stephen F. Ross
                                    --------------------------------------------
                                    By: Stephen F. Ross
                                    Its: Chief Financial Officer (Principal
                                         Financial Officer and Principal
                                         Accounting Officer) and Director


Dated: October 6, 2004              /s/ Guy DeVreese
                                    --------------------------------------------
                                    By: Guy DeVreese
                                    Its: Chairman (Director)


                                       23
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Independent Auditors' Report                                                 F-2

Financial Statements:

      Consolidated Balance Sheet as of March 31, 2002 and 2001               F-3

      Consolidated Statements of Operations for the years ended
      March 31, 2002 and 2001                                                F-4

      Consolidated Statements of Changes in Stockholders' Deficit
      for the years ended March 31, 2002 and 2001                            F-5

      Consolidated Statements of Cash Flows for the years ended
      March 31, 2002 and 2001                                                F-6

      Consolidated Statements of Comprehensive Loss for the years
      ended March 31, 2002 and 2001                                          F-7

      Notes to Consolidated Financial Statements                      F-8 - F-19


                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
REMEDENT USA, INC.

      We have audited the accompanying consolidated balance sheet of Remedent
USA, Inc. as of March 31, 2002, and the related consolidated statements of
operations, comprehensive loss, changes in stockholders' deficit and cash flows
for the year ended March 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

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

      The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 15 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has a net working capital deficiency, and its total liabilities
exceed its total assets, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 15. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

FARBER & HASS LLP


/s/ FARBER & HASS LLP
Oxnard, California
June 4, 2002


                                      F-2
<PAGE>

PART I--FINANCIAL INFORMATION

Item 1--Consolidated Financial Statements

                       REMEDENT USA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          As of March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                           March 31,       March 31,
                                                             2002           2001
                                                          -----------    -----------

                        ASSETS
<S>                                                       <C>            <C>
CURRENT ASSETS
      Cash and cash equivalents                           $    31,940    $     7,686
      Accounts receivable, net                                117,274         21,262
      Due from related party                                  109,050             --
      Inventories, net                                         97,546         82,905
      Prepaid expense                                          39,222          3,422
                                                          -----------    -----------

            TOTAL CURRENT ASSETS                              395,032        115,275
Property & equipment, net                                      60,502         21,488
Patents, net of accumulated amortization                           --         25,969
Goodwill                                                      330,011             --
Other assets                                                    2,499          4,187
                                                          -----------    -----------

            TOTAL ASSETS                                  $   788,044    $   166,919
                                                          ===========    ===========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
      Line of credit                                      $   137,866             --
      Accounts payable                                        310,163    $   412,756
      Due to related parties                                  153,715        102,291
      Accrued liabilities                                     346,017        443,173
      Net liabilities of Toothbrush Business to be sold       335,713             --
      Note payable                                            232,862        134,000
                                                          -----------    -----------

            TOTAL CURRENT LIABILITIES                       1,516,336      1,092,220
                                                          -----------    -----------

Commitments and contingencies

SHAREHOLDERS' DEFICIT
      Common stock (50,000,000 shares authorized,
         $0.001 par value; 30,824,058 issued and
         outstanding)                                          30,824         13,187
      Additional paid in capital                            4,000,194      1,768,302
      Accumulated deficit                                  (4,670,596)    (2,706,790)
      Stock Subscription receivable                           (77,848)            --
      Cumulative translation adjustment                       (10,866)            --
                                                          -----------    -----------

            TOTAL SHAREHOLDERS' DEFICIT                      (728,292)      (925,301)
                                                          -----------    -----------

            TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $   788,044    $   166,919
                                                          ===========    ===========
</TABLE>

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


                                       F-3
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   For the years ended March 31, 2002 and 2001

                                                For the year ended
                                           ------------------------------
                                           March 31, 2002  March 31, 2001
                                           --------------  --------------
NET SALES                                   $    733,853    $    225,604
COST OF SALES                                    502,013         154,848
                                            ------------    ------------
            GROSS PROFIT                         231,840          70,756
OPERATING EXPENSES
      Research and development                   270,395          80,495
      Sales and marketing                         49,582         228,029
      General and administrative               1,793,361         320,038
      Depreciation and amortization               12,711          13,253
                                            ------------    ------------
            TOTAL OPERATING EXPENSES           2,126,049         641,815
                                            ------------    ------------
LOSS FROM OPERATIONS                          (1,894,209)       (571,059)
OTHER INCOME (EXPENSES)
      Interest income                                 --             169
      Interest expense                          (113,887)       (200,114)
      Other income (expense)                      44,290              --
                                            ------------    ------------
            TOTAL OTHER INCOME (EXPENSES)        (69,597)       (199,945)
                                            ------------    ------------
LOSS BEFORE INCOME TAXES                      (1,963,806)       (771,004)
      Income tax benefit (expense)                    --            (850)
                                            ------------    ------------
            NET (LOSS)                      $ (1,963,806)   $   (771,854)
                                            ============    ============
LOSS PER SHARE                              $      (0.11)   $      (0.06)
                                            ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING           18,009,722      12,966,167
                                            ============    ============

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


                                       F-4
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                   For the Years ended March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                      Common Stock          Additional
                                -------------------------    Paid-in      Accumulated
                                  Shares        Amounts      Capital        Deficit        Other           Total
                                -----------   -----------   -----------   -----------    -----------    -----------
<S>                             <C>           <C>           <C>           <C>            <C>            <C>
Balance, March 31, 2000          12,685,303   $    12,685   $ 1,446,018   $(1,934,936)   $   (12,983)   $  (489,216)
                                ===========   ===========   ===========   ===========    ===========    ===========
      Common stock issued
         for services                29,882            30         9,470            --             --          9,500
      Common stock issued
         for repayment of
         debt                       472,131           472       163,812            --             --        164,284
      Beneficial Conversion
         Feature on
         debentures                      --            --       149,002            --             --        149,002
      Receipt of services
         for common stock
         issued in prior year            --            --            --            --         12,983         12,983
      Net loss                           --            --            --      (771,845)            --       (771,854)
                                -----------   -----------   -----------   -----------    -----------    -----------

Balance, March 31, 2001          13,187,316   $    13,187   $ 1,768,302   $(2,706,790)   $         0    $  (925,301)
                                ===========   ===========   ===========   ===========    ===========    ===========
      Common stock issued
         under private
         placements               5,069,000         5,069       688,431            --             --        693,500
      Common stock issued
         for services             4,210,000         4,210       455,910            --             --        460,120
      Common stock issued
         for repayment of
         debt                     2,209,100         2,209       596,241            --             --        598,450
      Common stock issued
         upon conversion of
         debenture                  148,642           149        10,440            --             --         10,589
Stock options issued for
   services                              --            --        23,870            --             --         23,870
Stock options issued to
   employees and directors               --            --       133,000            --             --        133,000
Common stock issued upon
   acquisition of business        6,000,000         6,000       324,000            --             --        330,000
Subscription receivable                  --            --            --            --        (77,848)       (77,848)
Cumulative translation
   adjustment                            --            --            --            --        (10,866)       (10,866)
Net loss                                 --            --            --    (1,963,806)            --     (1,963,806)
                                -----------   -----------   -----------   -----------    -----------    -----------

Balance, March 31, 2002          30,824,058   $    30,824   $ 4,000,194   $(4,670,596)   $   (88,714)   $  (728,292)
                                ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

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


                                       F-5
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the years ended March 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                             For the years ended
                                                       ------------------------------
                                                       March 31, 2002  March 31, 2001
                                                       --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                       <C>            <C>
Net loss                                                  $(1,963,806)   $   (771,854)
Adjustments to reconcile net loss to net cash provided
  by operating activities:
      Depreciation and amortization                            13,301          13,253
      Inventory reserve                                        80,906             --
      Stock and options issued for services                   483,990         159,065
      Options for bonuses                                     133,000              --
Changes in operating assets and liabilities:
      Cash within division sold                                (2,093)             --
      Accounts receivable                                    (102,275)         19,636
      Inventories                                             (99,858)         70,807
      Prepaid expenses                                        (29,163)         (2,886)
      Accounts payable                                        269,419         136,894
      Accrued liabilities                                     426,470         189,694
      Deposits                                                     --          (8,892)
                                                       --------------  --------------
NET CASH USED IN OPERATING ACTIVITIES                        (790,109)       (194,283)
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of equipment                                  (65,084)           (640)
      Other assets                                             (3,236)             --
      Notes from related parties                             (107,688)             --
                                                       --------------  --------------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES             (176,008)        104,204
CASH FLOWS FROM FINANCING ACTIVITIES
      Lease payments                                               --          (1,354)
      Proceeds from notes and debentures                      120,000         109,073
      Note payments                                           (11,138)        (18,079)
      Proceeds from line of credit                            136,144              --
      Proceeds from sale of common stock                      693,500              --
      Subscription receivable                                 (76,876)
      Payments to related parties                             (11,314)             --
      Notes to related parties                                150,799         104,844
                                                       --------------  --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                   1,001,115          89,640
                                                       --------------  --------------
      NET INCREASE IN CASH                                     34,998            (439)
      Effect of exchange rate changes on cash and cash
        equivalents                                           (10,744)             --
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                    7,686           8,125
                                                       --------------  --------------
CASH AND CASH EQUIVALENTS, END OF YEAR                    $    31,940    $      7,686
                                                       ==============  ==============
Supplemental Non Cash Investing and Financing
  Activities:

     During the year ended March 31, 2002, the Company issued 2,082,600 shares
     of common stock for the repayment of $88,308 in indebtedness to related
     parties and $472,267 in accrued expenses.

     During the year ended March 31, 2002, the Company issued 6,000,000 shares
     of common stock for the acquisition of a dental employee outsourcing firm.

     During the year ended March 31, 2002, the Company issued 126,600 shares of
     common stock for the repayment of $31,650 in accounts payable indebtedness.

     During the year ended March 31, 2002, the Company issued 148,642 shares of
     common stock upon the conversion of a debenture for full settlement of the
     $10,000 face amount and $589 in accrued interest.

     During the year ended March 31, 2001, the Company issued stock, valued at
     $322,785, for consulting, marketing personnel services and debenture
     conversion benefits.

     During the year ended March 31, 2001, the Company realized consulting
     services, valued at $12,983, for stock issued during the year ended March
     31, 2000.

Supplemental Information:
      Interest paid                                       $    12,951    $     20,152
      Taxes paid                                          $        --    $         --
</TABLE>

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


                                       F-6
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                   For the years ended March 31, 2002 and 2001

                                                    Year ended March 31,
                                                 --------------------------
                                                     2002           2001
                                                 -----------    -----------
Net loss                                         $(1,963,806)   $  (771,854)
Other comprehensive income (loss):
      Foreign currency translation
         adjustment                                  (10,866)            --
                                                 -----------    -----------
Comprehensive loss                               $(1,974,672)   $  (771,854)
                                                 ===========    ===========

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


                                       F-7
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General

      Remedent USA, Inc. (the "Company") is engaged in the distribution of high
technology professional dental equipment. The Company was originally
incorporated on September 30, 1996 in the state of Arizona, and has offices in
Encino, California and Ghent, Belgium.

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

      On July 1, 2001, the Company formed three wholly-owned subsidiaries,
Remedent Professional Holdings, Inc., Remedent Professional, Inc. and Remedent
NV. The Company markets the professional dental equipment through these
subsidiaries.

      On December 31, 2001, the Company discontinued the distribution of its
patented tooth & gumbrush in anticipation for the upcoming sale of this
division. The division had no activity from December 31, 2001 to March 31, 2002
to report. On March 14, 2002, the Company reached an agreement for the sale of
this division and is awaiting shareholder approval of the sale.

2. Summary of Significant Accounting Policies

   Basis for Presentation

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

   Principles of Consolidation

      The consolidated financial statements include the accounts of Remedent
USA, Inc. and its wholly owned subsidiaries. All inter-company balances and
transactions have been eliminated. Corporate administrative costs are not
allocated to subsidiaries.

   Reclassifications

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


                                      F-8
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Concentration of Credit Risk

      Financial instruments, which potentially subject the company to
concentrations of credit risk, consist principally of trade accounts
receivables. At March 31, 2002 and 2001, three customers accounted for 54% and
52%, respectively, of the Company's trade receivables. The Company performs
ongoing credit evaluations of its customers and normally does not require
collateral to support accounts receivable.

      Revenues - For the year ended March 31, 2002, two customers represented
33% and 11% of total revenues, respectively.

   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.

   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, 2002, management believes there was no impairment of
the Company's long-lived assets.

   Pervasiveness of Estimates

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

   Cash and Cash Equivalents

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

   Accounts Receivable

      The Company sells professional dental equipment to various companies,
primarily to distributors located throughout the world. The terms of sales vary
by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable
is reported at net realizable value and net of allowance for doubtful accounts.
As of March 31, 2002 and March 31, 2001 the allowance for doubtful accounts was
$0 and $1,000, respectively. The Company uses the allowance method to account
for uncollectable accounts receivable. The Company's estimate is based on
historical collection experience and a review of the current status of trade
accounts receivable.

   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:

             Machinery and equipment                              4 years
             Tooling                                              3 years
             Furniture and fixtures                               4 years

   Customers Outside of the United States

Sales to customers outside of the United States were 93% and 59% of total sales
in the years ended March 31, 2002 and 2001, respectively. The sales were made
mostly to customers in countries that are members of the European Union ("EU").

                                                         2002         2001
                                                      ----------   ----------

       Sales inside the United States                 $   50,270   $  225,604
       Sales outside the United States                   683,583            0
                                                      ----------   ----------

       Total sales                                    $  733,853   $  225,604
                                                      ==========   ==========

   Research and Development Costs

      The Company expenses research and development costs as incurred.


                                       F-9
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   Advertising Costs

      Costs incurred for producing and communicating advertising are expensed
when incurred and included in selling, general and administrative expenses. For
the fiscal years ended March 31, 2002 and 2001, consolidated advertising expense
amounted to $21,459 and $127,341, respectively.

   Income Taxes

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

      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.

   Impact of New Accounting Standards

      In June 2001, the Financial Accounting Standards Board issued SFAS 141
"Business Combinations", and SFAS 142, "Goodwill and Other Intangible Assets",
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and certain intangible assets will no longer be amortized, but
will be subject to annual impairment tests. Other intangible assets with finite
useful lives will continue to be amortized over their useful lives. The Company
does not expect any material effect on its financial position or results of
operations from the adoption of these statements. The Company adopted these
pronouncements for the fiscal year ended March 31, 2002.

   Computation of Earnings Per Share

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

      Common shares related to stock options and stock warrants that are
antidilutive amounted to 6,819,000 and 0 for the fiscal years ended March 31,
2002 and 2001, respectively.

   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.

   Accounting for Services Paid for by Stock Options

      The Company has issued stock options which entitle the grantee to exercise
the options at fair market value less an agreed upon discount. The Company has
recorded the fair market value as an increase to additional paid-in capital.


                                      F-10
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Inventories

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

                                                     March 31,     March 31,
                                                       2002          2001
                                                   ------------  ------------
      Inventory-Supplies                           $         --  $     23,593
      Displays and Raw Materials                          5,270        45,436
      Finished Goods                                     96,638        13,876
      Less: Inventory reserve                            (4,362)           --
                                                   ------------  ------------
      Inventories, net                             $     97,546  $     82,905

4. Due from Related Party

      On February 12, 2002, the Remedent NV entered into a loan agreement for
(euro) 125,000, with a company owned and operated by Guy De Vreese, a Company
officer. The agreement was entered into in connection with a line of credit
established with the Bank Brussel Lambert ("BBL") for (euro) 250,000 (see Note
10). Due to the insufficient assets maintained by the Company as of inception
date of the line of credit, the BBL imposed two requirements for the extension
of credit; (1) Mr. De Vreese personally guarantee the line of credit, and (2)
the company owned by Mr. De Vreese repay its existing line of credit in full. As
such, the loan received was utilized to repay the existing line of credit.
Repayment of the loan will occur upon the Company's ability to provide
sufficient assets to replace the personal guarantee of Mr. De Vreese.

5. Property and Equipment

      Property and equipment are summarized as follows:

                                                     March 31,     March 31,
                                                       2002          2001
                                                   ------------  ------------
      Machinery and equipment                      $      3,548  $     50,436
      Tooling                                            49,782            --
      Furniture and fixtures                              9,919         8,236
      Leasehold improvements                                  0           779
      Less accumulated depreciation                      (2,747)      (37,963)
                                                   ------------  ------------
      Property and equipment, net                  $     60,502  $     21,488

      During the year ended March 31, 2002, the Company purchased $49,782 of
tooling for use in the production of the "remecure light." See Note 9 regarding
property and equipment sold.

6. Goodwill

      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. As of
March 31, 2002, management assessed the present value of the projected cash
flows of the acquired business, and believes there was no impairment of the
goodwill.


                                      F-11
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

7. Due to Related Parties

      Due to related parties are summarized as follows:

                                                March 31,   March 31,
                                                   2002       2001
                                                ---------   ---------
      Advances from Rebecca Inzunza, an
         officer, through the use of a
         personal credit card for business
         expenses                               $       0   $  18,226
      Advances from a company operated by
         Kenneth Hegemann, an officer, of
         $8,000 and $11,500 for the fiscal
         years ended March 31, 2002 and 2001,
         respectively No cash repayments
         were made for the fiscal year ending
         March 31, 2002 while $4,000 was
         repaid during the fiscal year ended
         March 31, 2001. On January 24, 2002
         the Company settled this debt
         through the issuance of common stock
         See Note 13                                    0      15,063
      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                  84,713          --
                                                ---------   ---------
      Due to related parties                    $ 153,715   $ 102,291
                                                =========   =========

      The convertible debentures issued to the director are due on demand,
bearing interest at 10% per annum, and convertible into common stock at the sole
discretion of the holder. The debentures are convertible into common stock at
percentages between 30% and 37.5% of the average trading price for the stock for
the 30 day period immediately prior to the maturity date. In connection with
this conversion feature, the Company recorded a charge of $59,002 and $10,000 to
interest expense during the fiscal years ended March 31, 2001 and 2000,
respectively. These amounts were calculated on the 30 day period prior to the
dates of the notes, and are subject to change based on the 30 day period prior
to the maturity dates. As of March 31, 2002 and 2001, $13,572 and $6,607,
respectively, was accrued for unpaid interest.

8. Accrued Liabilities

      Accrued liabilities are summarized as follows:

                                                March 31,       March 31,
                                                  2002            2001
                                               ----------      ----------
      Accrued salaries and payroll taxes       $  167,535      $  309,192
      Accrued royalties                                 0          50,395
      Accrued interest                             34,155          21,124
      Accrued audit and tax fees                  106,022          41,533
      Accrued consulting                           18,000          18,000
      Accrued other                                20,305           2.929
                                               ----------      ----------
      Accrued liabilities                      $  346,017      $  443,173
                                               ==========      ==========
9. Net Liabilities to be Sold

      On March 27, 2002, the Board of Directors approved an Asset Purchase
Agreement (the "Agreement") entered into by the Company on March 14, 2002 with
Famcare 2000, LLC, ("Famcare") a Nevada limited liability company. The Agreement
provides for the sale of the Company's Remedent Tooth & Gumbrush business (the
"Toothbrush Business") which accounted for approximately $50,000 in revenues for
the fiscal year ended March 31, 2002.


                                      F-12
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      The business, which engages in the worldwide distribution of the Remedent
Tooth & Gumbrush, had been the sole activity of the Company since its creation
in 1996. However, due to recurring net losses and increasing working capital and
shareholder deficits, the Company implemented, in July 2001, a complete
corporate reorganization plan. This plan included the ceasing of direct sales
and marketing of the Remedent Tooth & Gumbrush, and acquisition of and expansion
into diversified business ventures.

      As further discussed in Note 16, the Company has been developing
technologies for introduction within the professional dental equipment market,
and initiated shipments of its first product, a high-speed dental curing light,
in the first quarter 2002. Additionally, also during the first quarter of 2002,
the Company completed the acquisition of a dental employee outsourcing firm in
Belgium (see Note 6).

      In connection with the Company's shift in focus to high technology
professional dental equipment, the Company discontinued the operations of the
Toothbrush Business on December 31, 2001, in anticipation of the sale. The
Company felt continued dedication to this business would not be in its
shareholders' best interest. Additionally, with the business generating
recurring net losses and raising deficits, Company resources can be more
effectively utilized within these new markets. Throughout the fiscal year ended
March 31, 2002, as the Company had been experiencing significant working capital
shortages, the Company had been downsizing this business in anticipation of a
sale or license of these operations. As such, the volume of the business,
revenues and expenses, had been significantly reduced from previous fiscal
years. Further, with the cost reduction measures taken, aside from the cost of
the toothbrush, the overhead of the entire business include solely related party
expenses of the salary of the sole employee, Rob Hegemann, and the allocated
cost of the use of his personal residence as the primary place of operation for
this business. As a result, the business has not been accruing expenses upon its
shutdown on January 1, 2002.


                                      F-13
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

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

10. Line of Credit

      On February 11, 2002, Remedent N.V., entered into a (euro)1,241,000 Line
of Credit Facility (the "Facility") with the BBL, consisting of a (euro)991,000
accounts receivable factoring line of credit and a (euro)250,000 general line of
credit. The factoring line of credit, to be secured by qualifying accounts
receivable, will provide the Company 75% of the amount of qualifying invoices up
to the maximum credit line. For each qualifying invoice, the BBL will assume all
collection duties and charge a 0.47% fee on the invoice amount for these
services. Advances on this line will bear interest at a rate of prime + 2.5%. As
of March 31, 2002, no amounts were outstanding on this line of credit. The
general line of credit is secured by the personal assets of an officer of the
Company, and bears interest at a rate of prime + 2.5%. As of March 31, 2002,
$137,866 was outstanding under this line of credit.

11. Notes Payable

      Since the commencement of operations, the Company has borrowed various
amounts from shareholders to provide working capital and fund operations. These
borrowings are in the form of unsecured convertible debentures, due on demand
and bearing an interest rate of 10%. In addition, at the sole discretion of the
holder, the debenture is convertible into common stock at a percentage between
30% and 37.5% of the average trading price for the stock for the 30 day period
immediately prior to the maturity date. As of March 31, 2002 and 2001, $10,583
and $2,489, respectively, was accrued for unpaid interest.

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

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


                                      F-14
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

      Notes payable are summarized as follows:

                                                            March 31,  March 31,
                                                              2002       2001
                                                            --------   --------
Promissory Note at 7.25% (Prime + 2.5%), due on demand,
   principal and interest payable in monthly installments
   of $1,099, final maturity April 2005                     $ 32,862   $ 44,000
Convertible debentures at 10%, due on demand                  80,000     90,000
Working capital loan, due on demand                           20,000         --
Working capital loan, final maturity December 2001           100,000         --
                                                            --------   --------
Notes payable                                               $232,862   $134,000
                                                            ========   ========

12. Income Taxes

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

                                                            2002         2001
                                                         ---------    ---------
Computed tax at the federal statutory rate of 34%        $(667,694)   $(162,220)
Valuation allowance                                      $ 667,694    $ 161,370
                                                         ---------    ---------
Provision (benefit ) for income taxes                    $       0    $     850
                                                         =========    =========
Change in Valuation Allowance                            $ 506,324    $(146,730)

      For the period ended March 31, 2002 the Company had available
approximately $3.1 million of unused net operating loss carry-forwards for
federal tax and approximately $1.5 million for the State of California. These
loss carry-forwards begin to expire in the year 2012 if not previously utilized.

13. Shareholders' Deficit

   Capital Transactions

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

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

      On January 15, 2002, the Company acquired a dental employee business
concept and related assets for 6,000,000 shares of the Company's common stock.


                                      F-15
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

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

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

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

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

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

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

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

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

   Stock Options

      On May 29, 2001, the Board of Directors adopted an Incentive and
Nonstatutory Stock Option Plan (the "Plan"), reserving 5,000,000 shares
underlying options for issuance under this plan. There is a restriction that no
more than 1,000,000 options may be granted to any one individual or entity in
any one calendar year under the plan. As of March 31, 2002, 4,595,900 options
were outstanding under the Plan.

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


                                      F-16
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      The following table summarizes stock option activity:

                                                    Options      Weighted Avg.
                                                  Outstanding    Exercise Price
                                                  -----------    --------------
      Balance at March 31, 2001                            --                --
      Granted                                       4,733,600    $         0.07
      Canceled or expired                            (137,700)             0.26
      Exercised                                            --                --
                                                  -----------    --------------
      Balance at March 31, 2002                     4,595,900    $         0.07
                                                  -----------    --------------
      Options Exercisable at March 31, 2002         4,450,000    $         0.06

      The following table summarizes significant option groups outstanding as of
March 31, 2002 and related weighted average exercise price and remaining
contractual life information as follows:

<TABLE>
<CAPTION>
                               Options Outstanding                  Options Exercisable
--------------------------------------------------------------   -----------------------------
Range of                         Weighted Avg.   Weighted Avg.                   Weighted Avg.
Exercise                          Remaining        Exercise        Number          Exercise
Prices              Shares     Contractual Life     Price        Exercisable        Price
--------            ------     ----------------     -----        -----------        -----
<S>               <C>              <C>              <C>           <C>               <C>
$0.05-$0.09       3,800,000        10.00            $0.05         3,800,000         $0.05
$0.10-$0.19         550,000         9.50             0.12           550,000          0.12
$0.20-$0.26         245,900         9.35             0.24           100,000          0.20
</TABLE>

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

                                           Fiscal Year Ended March 31, 2002
                                           --------------------------------
Net Loss:
      As reported                                             $  (1,963,806)
      Pro forma                                               $  (2,017,690)
Loss per share:
      As reported                                             $       (0.11)
      Pro forma                                               $       (0.11)

      The fair value of each option granted during the periods reported was
estimated on the date of grant using the Black-Scholes option pricing model
based upon the weighted average assumptions of: risk-free interest rate of
6.00%; expected volatility of 50.0%; expected life of 10 years; and an expected
dividend yield of zero.

14.    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-17
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

      The following are segment information for the fiscal years ended March 31:

<TABLE>
<CAPTION>
                               European Operations
                 ------------------------------------------------
                    Professional     Employee          Total           United
                       Dental          Out-           European         States
                     Products        sourcing        Operations       Operations          Total
                 --------------   --------------   --------------   --------------    --------------
<S>              <C>              <C>              <C>              <C>               <C>
2002
--------------
Net sales        $      683,583   $            0   $      683,583   $       50,370    $      733,853
Income(loss)
  from
  operations     $     (718,258)  $            0   $     (718,258)  $   (1,175,951)   $   (1,894,209)
Total assets     $      782,217   $            0   $      782,217   $        5,827    $      788,044
Depreciation
  and
  amortization   $       13,301   $            0   $       13,301   $            0    $       13,301
Capital
  expenditures   $       65,084   $            0   $       65,084   $            0    $       65,084

2001
--------------
Net sales        $            0   $            0   $            0   $      225,604    $      225,604
Income(loss)
  from
  operations     $            0   $            0   $            0   $     (571,059)   $     (571,059)
Total assets     $            0   $            0   $            0   $      166,919    $      166,919
Depreciation
  and
  amortization   $            0   $            0   $            0   $       13,253    $       13,253
Capital
  expenditures   $            0   $            0   $            0   $          640    $          640
</TABLE>


                                      F-18
<PAGE>

                       REMEDENT USA, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

15. Going Concern

      The Company has incurred substantial net losses since inception, and as of
March 31, 2002 and 2001 maintained a working capital and shareholders' deficit
of ($1,121,304) and ($728,292), respectively, raising substantial doubt about
the Company's ability to continue as a going concern. The Company has reassessed
its operations and business structure and has implemented a complete corporate
reorganization plan.

      The plan includes the ceasing of direct sales and marketing of the
Remedent Toothbrush, and acquisition of and expansion into diversified business
ventures.

      On July 1, 2001, the Company began developing, manufacturing, marketing
and distributing high-technology dental equipment. The Company retained 9
additional personnel, 2 engineers and 7 operations and finance, with strong
backgrounds in the business of high-technology dental equipment, and will market
dental curing and whitening lamps, interoral cameras and digital X-ray systems.
The Company previewed its first offering within this market at dental shows
around the world in October 2001, and initiated shipments of initial units
during the first quarter of 2002. Additionally, on January 15, 2002, the Company
acquired a dental employee outsourcing firm in Belgium, specializing in the
placement of Belgium dentists into the Dutch dental market.

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

      Upon the completion of its reorganization plan, the Company's objective is
to become a leading developer and manufacturer of high-technology dental
equipment and operator of employee leasing firms, capitalizing on the synergies
and marketing inroads each division provides

      Management believes that if the Company can complete its restructuring
plan, the Company can generate sufficient revenues and cash flows to sustain
operations. There can be no assurance that the Company will be successful in its
efforts and if unsuccessful in its efforts, it may be necessary to undertake
other actions to preserve asset value. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.

16. Subsequent Events

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

      In May 2002, the Company negotiated for the full repayment of the
indebtedness to its previous independent accountants, $32,650, with the issuance
of 150,000 shares of common stock. These negotiations took place during May
2002. This represents the first issuance of common stock to the Company's
previous independent accounts.

      In May 2002, the Company negotiated for the full repayment of indebtedness
to its investment bankers, $10,000, with the issuance of 125,000 shares of
common stock.

      In May 2002, the Company negotiated for the full repayment of the
principal balance of the $100,000 short-term working capital loan, $77,778 as of
May 2002, subsequent to the March and April principal payments as agreed to on
December 21, 2001, with the issuance of 1,400,000 shares of common stock.

      In May 2002, the Company negotiated for the full repayment of the
principal and interest of the $20,000 short-term working capital loan, with the
issuance of 410,000 shares of common stock.

      On March 27, 2002, the Board of Directors approved an Asset Purchase
Agreement (the "Agreement") entered into by the Company on May 14, 2002 with
Famcare 2000, LLC, ("Famcare") a Nevada limited liability company. The Agreement
provides for the sale of the Company's Remedent Tooth & Gumbrush business (the
"Toothbrush Business") which accounted for approximately $50,000 in revenues for
the fiscal year ended March 31, 2002.


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