SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB/A (Amendment No. 2)  xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED MARCH 31, 2005 Or oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission File Number 001-15975  REMEDENT, INC. (Name of small business issuer as specified in its charter)  Nevada
        86-0837251
 (State or other jurisdiction of
        (I.R.S. Employer
 incorporation or organization)
        Identification Number)
  Xavier de Cocklaan 42, 9831 Deurle, Belgium
        N/A
 (Address of principal executive offices)
        (Zip code)
  011-329-321-70-80 (Issuer's telephone number, including area code)  Securities registered pursuant to Section 12(b) of the Act: None.  Securities registered pursuant to Section 12(g) of the Act:  COMMON STOCK, PAR VALUE $0.001 (Title of Class)  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. YesxNo o  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) . Yes o No [X ]  Net revenues for fiscal year 2005 were $7,072,300  The aggregate market value of voting stock held by non-affiliates of the registrant was $8,651,640 as of July 8, 2005 (computed by reference to the last sale price of a share of the registrant's common stock on that date as reported by  1
    the Over the Counter Bulletin Board). For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were "held by affiliates"; this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.  Number of shares of issuer's common stock outstanding as of July 8, 2005: 12,447,065  Transitional Small Business Disclosure Format (check one). YesoNox  Documents Incorporated by Reference:  None.   2
    EXPLANATORY NOTE  This Amendment No. 2 on Form 10-KSB/A (this Second Amendment) amends our Annual Report on Form 10-KSB for the fiscal year ended March 31, 2005, originally filed on July 14, 2005 (the Original Filing), as amended by Amendment No. 1 on Form 10-KSB/A as filed on September 30, 2005 (First Amendment).  We are filing this Second Amendment solely to update Item 13 - Exhibits to include certain exhibits that were inadvertently omitted from Item 13  Exhibits in the Original Filing and First Amendment.  This Second Amendment does not affect the original financial statements or footnotes as originally filed.  Except as described above, no other changes have been made to the Original Filing or the First Amendment.  The Original Filing and First Amendment continue to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.  Part III  Item 13.
        Exhibits
  EXHIBIT INDEX  Exhibit No.
        Description2.1
        Stock Exchange Agreement with Resort World Enterprises, Inc.(1)3.1
        Articles of Incorporation of Jofran Confectioners International, Inc., a Nevada corporation, dated July 31, 1986(1)3.2
        Amendment to Articles of Incorporation changing name from Jofran Confectioners International, Inc., a Nevada corporation, to Cliff Typographers, Inc., a Nevada corporation, dated July 31, 1986(1)3.3
        Amendment to Articles of Incorporation changing name from Cliff Typographers, Inc., a Nevada corporation, to Cliff Graphics International, Inc., a Nevada corporation, dated January 9, 1987(1)3.4
        Amendment to Articles of Incorporation changing name from Cliff Graphics International, Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada corporation, dated March 8, 1995(1)3.5
        Amendment to Articles of Incorporation changing name from Global Golf Holdings, Inc., a Nevada corporation, to Dino Minichiello Fashions, Inc., a Nevada corporation, dated November 20, 1997(1)3.6
        Amendment to Articles of Incorporation changing name from Dino Minichiello Fashions, Inc., a Nevada corporation, to Resort World Enterprises, Inc., a Nevada corporation, dated August 18, 1998(1)3.7
        Amendment to Articles of Incorporation changing name from Resort World Enterprises, Inc., a Nevada corporation, to Remedent, Inc., dated October 5, 1998(1)
   3
     3.8
        Amended and Restated Articles of Incorporation changing name from Remedent, USA, Inc. to Remedent, Inc. and to effect a one-for-twenty reverse stock split on June 3, 2005(2)3.9
        Amended and Restated Bylaws (2)4.1
        Specimen of Stock Certificate(7)4.2
        Form of Subscription Agreement (5)4.3
        Form of Warrant (5)4.4
        Form of Registration Rights Agreement (5)10.1
        Incentive and Nonstatutory Stock Option Plan, dated May 29, 2001(1)10.2
        2004 Incentive and Nonstatutory Stock Option Plan(6)10.3
        Exchange Agreement by and among Remedent, Inc. and Lausha, N.V. and Robin List dated June 3, 2005(2)10.4
        Amendment to Line of Credit Agreement by and Between Remedent, N.V. and Fortis Bank dated May 3, 2005, subject to the General Terms and Conditions (6)10.5
        Exclusive License Agreement between Remedent, Inc. and Dan Darnell dated October 11, 2004(6)10.6
        Amendment to Development Agreement between Remedent, Inc. and P.  Michael Williams dated August 4, 2004(6)10.7
        Option Agreement between Remedent, N.V. and Lident NV dated July 6, 2004(6)10.8
        Development Agreement between Remedent, Inc. and P. Michael Williams dated March 15, 2004(6)10.9
        Convertible Promissory Note dated March 23, 2004(3)10.10
        Letter Agreement by and between MDB Capital Group, Inc. and Remedent, Inc. dated September 22, 2003(6)10.11
        Stock Purchase Agreement with Dental Advisors, dated September 14, 2001(1)10.12
        Asset Purchase Agreement for IMDS, dated January 15, 2001(1)10.13
        Stock Purchase Agreement, dated January 11, 2002 (1)10.14
        Stock Purchase Agreement, dated May 1, 2002 (1)10.15
        Securities Purchase Agreement dated July 6, 2005 (5)
   4
     10.16
        Registration Rights Agreement dated July 6, 2005 (5)10.17
        Warrant dated July 6, 2005(5)10.18
        Employment Agreement between Remedent N.V. and Philippe Van Acker(7)10.19
        Agreement between Remedent N.V. and Omega Pharma NV dated as of September 9, 2003(7)10.20
        Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated September 24, 2003(7)10.21
        Addendum to Distribution Agreement between Remedent N.V. and Omega Pharma NV dated February 4, 2004(7)10.22
        Lease Agreement dated December 20, 2001(7)10.23
        Fortis Bank General Lending Conditions for Corporate Customers (General Terms and Conditions)*10.24
        Line of Credit Agreement by and between Remedent, N.V. and Fortis Bank dated September 8, 2004, subject to the General Terms and Conditions*14.1
        Code of Ethics, adopted March 25, 2003 (4)21.1
        List of Subsidiaries (6)31.1
        Certification of Chief Executive Officer*31.2
        Certification of Chief Financial Officer*32.1
        Certification Pursuant to 18 U.S.C. Section 1350*32.2
        Certification Pursuant to 18 U.S.C. Section 1350*
 * Filed herewith __________________________________________________________  (1)
        Incorporated by reference from Registration Statement on Form SB-2 filed with the SEC on July 24, 2002.
 (2)
        Incorporated by reference from Form 8-K filed with the SEC on June 8, 2005.
 (3)
        Incorporated by reference from Form 10-KSB/A filed with the SEC on February 8, 2005.
 (4)
        Incorporated by reference from Form 10-KSB filed with the SEC on July 15, 2003.
 (5)
        Incorporated by reference from Form 8-K filed with the SEC on July 11, 2005.
 (6)
        Incorporated by reference from Form 10-KSB filed with the SEC on July 14, 2005.
 (7)
        Incorporated by reference from Form SB-2 filed with the SEC on August 4, 2005.
   5
    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, INC.  Dated:  June 8, 2007
        /s/ Robin List
 By:  Robin List
 Its: Chief Executive Officer (Principal
 Executive Officer) and Director
   Dated:  June 8, 2007
        /s/ Philippe Van Acker
 By:  Philippe Van Acker
 Its: Chief Financial Officer (Principal
 Financial Officer and Principal
 Accounting Officer)
    In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   Dated:  June 8, 2007
        /s/ Robin List
 Robin List - Chief Executive Officer and Director
   Dated:  June 8, 2007
        /s/ Guy De Vreese
 Guy De Vreese-Chairman of the Board of Directors
   Dated:  June 8, 2007
        /s/ Stephen Ross
 Stephen Ross - Secretary and Director
   Dated:  June 8, 2007
        /s/ Fred Kolsteeg
 Fred Kolsteeg - Director
  6