SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2003
                                       or
        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 001-15975

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

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

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

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

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

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I                                                                                      PAGE
<S>                                                                                           <C>
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...................................8

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.....................................................................17

Item 12        Certain Relationships and Related Transactions.................................18

Item 13        Exhibits and Reports on Form 8-K...............................................21

               Financial Statements..........................................................F-1
</TABLE>

<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,
2003. ALL INFORMATION IN THIS 10-KSB IS AS OF THE DATE OF OUR ANNUAL REPORT ON
FORM 10-KSB, JULY 14, 2003 EXCEPT AS STATED HEREIN. ONLY ITEMS 1, 5, 6, 7, 9,
10, 11, 12, AND 13 HAVE BEEN AMENDED HEREIN.

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

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.
Remedent USA, Inc. is now headquartered in Ghent, Belgium and has no offices,
employees or assets in the United States. Stephen Ross is our only officer and
director who currently resides in the United States.

Our Business

We plan to develop and market high-technology dental equipment. Our first
product is the RemeCure CL-15 high speed dental curing light. On January 9, 2003
we received FDA approval to market this product in the United States. As of the
date of this Annual Report, we do not have FDA approval to market any other
products.

Prior to our entering the high technology dental equipment business, our primary
product was the Remedent Tooth and Gumbrush ("Remedent Toothbrush"), a
toothbrush, gumbrush and tongue cleaner in a single instrument. 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,
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. The IMDS concept was never implemented and the Company decided not to
pursue it further. 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. On March 31, 2003 the Company recorded a full impairment loss of
$330,000 against the goodwill recorded in fiscal year 2002 in connection the
acquisition of IMDS.

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.

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. After this transaction, the Company owned
21.45% of Remedent NV. Since the other shareholders of Remedent NV are officers
of Remedent USA or companies owned by officers of Remedent USA, the Company
believes that it continues to retain "control" of Remedent NV, as defined by ARB
51 "Consolidated Financial Statements."

                                       2
<PAGE>

Competition

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

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

Business Strategy

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

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

      o     Emerge with cutting-edge technology.

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

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

Marketing Strategies

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

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

                                       3
<PAGE>

Distribution Methods

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

Principal Suppliers

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

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

Major Customers

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

Intellectual Property

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

                                       4
<PAGE>

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.

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.

                                       5
<PAGE>

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

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

Costs and Effects of Compliance with Environmental Laws and Regulations

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

Employees

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

Research and Development

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


                                       6
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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

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

         --------------------------------- ------------------------------------
                                                       Bid Prices
         --------------------------------- ------------------------------------
                                                  High               Low
         --------------------------------- ------------------- ----------------
         Quarter ended June 30, 2001                     0.36             0.09
         --------------------------------- ------------------- ----------------
         Quarter ended September 30, 2001                0.23             0.09
         --------------------------------- ------------------- ----------------
         Quarter ended December 31, 2001                 0.18             0.05
         --------------------------------- ------------------- ----------------
         Quarter ended March 31, 2002                    0.08             0.05
         --------------------------------- ------------------- ----------------
         Quarter ended June 30, 2002                     0.09             0.03
         --------------------------------- ------------------- ----------------
         Quarter ended September, 2002                   0.22             0.04
         --------------------------------- ------------------- ----------------
         Quarter ended December 31, 2002                 0.11             0.03
         --------------------------------- ------------------- ----------------
         Quarter ended March 31, 2003                    0.10             0.03
         --------------------------------- ------------------- ----------------

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

Stockholders

As of March 31, 2003, the number of stockholders of record was 429, not
including beneficial owners whose shares are held by banks, brokers and other
nominees. The Company estimates that it has approximately 2,400 stockholders in
total.

Dividends

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

                                       7
<PAGE>

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

The discussion and financial statements contained herein are for the fiscal
years ended March 31, 2003 and 2002. The following discussion regarding the
financial statements of the Company should be read in conjunction with the
financial statements of the Company included herewith.

Overview

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

Results of Operations

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                  Year Ending     Year Ending
                                                                 March 31, 2003  March 31, 2002
                                                                 --------------  --------------
-----------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>
Net Sales                                                        $ 1,969,144    $   733,853
-----------------------------------------------------------------------------------------------
Cost of Sales                                                      1,062,681        502,013
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------
         Gross Profit                                                906,463        231,840
-----------------------------------------------------------------------------------------------
Operating Expenses
-----------------------------------------------------------------------------------------------
   Research and Development                                           93,186        270,395
-----------------------------------------------------------------------------------------------
   Sales and Marketing                                                64,132         49,582
-----------------------------------------------------------------------------------------------
   General and Administrative                                      1,354,554      1,793,361
-----------------------------------------------------------------------------------------------
   Impairment loss on IMDS Goodwill                                  330,000
-----------------------------------------------------------------------------------------------
   Depreciation and Amortization                                      21,804         12,711
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------
         TOTAL OPERATING EXPENSES                                  1,863,676      2,126,049
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                                (957,213)    (1,894,209)
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSES)
-----------------------------------------------------------------------------------------------
   Interest/Other Income                                              21,195         44,290
-----------------------------------------------------------------------------------------------
   Interest Expense                                                  (70,356)      (113,887)
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
         TOTAL OTHER INCOME (EXPENSES)                               (49,161)       (69,597)
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------
LOSS BEFORE INCOME TAXES                                          (1,006,374)    (1,963,806)
-----------------------------------------------------------------------------------------------
Income Tax Benefit (Expense)                                              --             --
-----------------------------------------------------------------------------------------------
         NET LOSS                                                $(1,006,374)   $(1,963,806)
                                                                 -----------    -----------
-----------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

Fiscal Year Ending March 31, 2003 compared to Fiscal Year Ending March 31, 2002
(audited)

For the fiscal year ending March 31, 2003, net sales increased by $1,235,291
from $733,853 in 2002 to $1,969,144 in 2003. This represents a 168% increase
over the comparable period in the prior year. The increase was due to the
commencement of dental equipment sales in our European subsidiary ($1,964,503),.
As the Company has initiated its presence within the professional dental
equipment market, our European subsidiary has begun sales of our initial
technology, a high-speed dental curing light, as well as after-market products,
including accessories and repair services. These revenues were partially offset
by the continued reduction in oral hygiene revenues throughout the year,
consistent with our reorganization plan, as we reposition assets and resources
to the professional dental equipment market, and finalize the sale of the oral
hygiene division.

Cost of goods sold were $1,062,681 in 2003 as compared to $502,013 in 2002, an
increase of $560,668 or 112% over the comparable period ended March 31, 2002.
This represents a corresponding increase to the increase in sales during the
current fiscal year end. Cost of goods sold as a percentage of sales decreased
14%, from 68% of sales in 2002 to 54% of sales in 2003.

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

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

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

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

                                       9
<PAGE>

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

Net interest expense was $70,356 for 2003 as compared to $113,887 for 2002, a
decrease of $43,531, or 38%, over the comparable period. The decrease in
interest expense was largely due to the conversion of debt into common stock
during the current fiscal year.

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

Liquidity and Capital Resources

On March 31, 2003, our current liabilities exceeded our current assets by
$1,231,809. Our business operations will require substantial capital financing
on a continuing basis. The availability of that financing will be essential to
our continued operation and expansion. In addition, cash flow and liquidity is
contingent upon the success of our restructuring plan. The inability to continue
to develop and market high-technology dental equipment or operate our dental
outsourcing business will force us to raise additional capital to support
operations by selling equity securities or incurring additional debt.

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

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

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

On December 11, 1998, Remedent received a $50,000 line of credit from Union Bank
of Arizona. We have drawn upon the full amount. The interest rate was 10.25%
with a maturity date of December 31, 1999. On April 26, 2000, the loan balance
of $49,971 was converted to a five-year loan with an interest rate of prime +
2.5% (6.75% at March 31, 2003), monthly payments of $1,099, and a maturity date
of April 26, 2005. Monthly payments include payments towards both principal and
interest. As of March 31, 2003, the balance due on this loan was $22,971.

                                       10
<PAGE>

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

We expect to continue to experience negative cash flow possibly through the end
of the current calendar year, and may continue to do so thereafter while we
attempt to increase development and marketing of our products. Unless we are
able to generate sufficient revenue or acquire additional debt or equity
financing to cover our present and ongoing operation costs and liabilities, we
may not be able to continue as a going concern. Our auditors note that we have
sustained substantial net losses since our inception in September 1996. In
addition, as of March 31, 2003, we had a working capital deficit totaling
$1.231,809 and a shareholders deficit of $1,185,973.

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

Frequently we have been unable to make timely payments to our trade and service
vendors. As of March 31, 2003, we had past due payables in the amount of
$280,043, representing a 111% increase from the prior fiscal year. This increase
is due primarily to our inability to generate sufficient revenue from operations
to fund our ongoing operations. We continue to utilize funds raised from sales
of equity instruments to fund current operations. Deferred payment terms have
been negotiated with most vendors, which has allowed us to continue to make
shipments on time and no orders have been cancelled to date.

For the years ending March 31, 2003 and 2002, net cash used for operating
activities was $582,745 and $790,109, respectively. As of March 31, 2003 we had
a working capital deficiency of $1,231,809 as compared to a working capital
deficiency of $1,121,304 at March 31, 2002.

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

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

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             48       Chairman
-------------------- ------------- ---------------------------------------------
Robin List                32       Director, Chief Executive Officer
-------------------- ------------- ---------------------------------------------
Stephen Ross              43       Director, Chief Financial Officer, Secretary
-------------------- ------------- ---------------------------------------------
Kenneth J. Hegemann       54       Director
-------------------- ------------- ---------------------------------------------
Fred Kolsteeg             59       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. Compliance with Section 16(a) of the Securities
Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than ten percent of our Common Stock, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on our review of the copies
of such forms we received, or written representations from certain reporting
persons, we believe that during our 2003 fiscal year, all such filing
requirements applicable to our officers, directors, and greater than 10%
beneficial owners were complied with.

ITEM 10-EXECUTIVE COMPENSATION

Summary Compensation

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


                                       14
<PAGE>

                           Summary Compensation Table
<TABLE>
<CAPTION>
============================= ============================================ ========================================== ============
                                          Annual Compensation                   Long Term Compensation
                                                                                 Awards               Payouts
                                                                                       Securities
Name and Principal                                        Other         Restricted     Underlying       LTIP         All other
     Position                                            Annual           stock         Options/      pay-outs     compensation
<S>                  <C>      <C>          <C>        <C>                  <C>            <C>            <C>          <C>
                      Year    Salary ($)   Bonus ($)   compensation ($)  award(s) ($)     SARs (#)       ($)           ($)
Guy                  2003     $-0-         $-0-       $-0-                 $-0-          -0-             $-0-]        $132,0002
DeVreese,1           2002     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Chairman             2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Robin List,          2003     $110,000     $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
3CEO                 2002     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
                     2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
Stephen F.           2003     $60,000      $-0-       $-0-                 $-0-          -0-             $-0-         $-0-
Ross, CFO,           2002     $28,951      $-0-       $-0-                 $-0-          1,000,0004      $-0-         $-0-
Secretary            2001     N/A          N/A        N/A                  N/A           N/A             N/A          N/A
==================== ======== ============ ========== ==================== ============= =============== ============ ============
</TABLE>

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.

Compensation of Directors

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

Stock Option Plan

On May 29, 2001, the Board of Directors adopted an Incentive and Nonstatutory
Stock Option Plan (the "Plan"), reserving 5,000,000 shares underlying options
for issuance under this plan. There is a restriction that no more than 1,000,000
options may be granted to any one individual or entity in any one calendar year
under the Plan. As of March 31, 2003, 4,620,900 options are outstanding.

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

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

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

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

                                       15
<PAGE>

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

----------

* Less than 1%

(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.

                                       16
<PAGE>

(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 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.
(7)  Includes 100,000 shares of Common Stock underlying options which were
     exercisable on or which will become exercisable within 60 days of June 21,
     2002.
(8)  Includes 1,694,000 shares of Common Stock underlying warrants which were
     exercisable on or which will become exercisable within 60 days of June 21,
     2002.
(9)  Includes 250,000 shares of Common Stock underlying warrants which were
     exercisable on or which will become exercisable within 60 days of June 21,
     2002.

ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On 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 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.

                                       18
<PAGE>

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

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.

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, 2003 and 2002, respectively. These amounts were calculated
on the 30 day period prior to the dates of the notes, and are subject to change
based on the 30 day period prior to the maturity dates. As of March 31, 2003,
$20,472 was accrued for unpaid interest.

                                       19
<PAGE>

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

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.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

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, 19861

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

10.6  Loan Agreement, dated September 9, 2001*

                                       20
<PAGE>

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

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

10.9  Loan Agreement, dated September 21, 2001*

10.10 Renegotiated Loan Agreement, dated December 21, 2001*

10.11 Asset Purchase Agreement for IMDS, dated January 15, 2001*

10.12 Line of Credit Agreement, dated February 11, 2002*

10.13 Loan Agreement, dated February 12, 2002*

10.14 Repayment Agreement, dated March 20, 2002*

10.15 Repayment Agreement, dated January 24, 2002*

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

10.17 Repayment Agreement, dated April 26, 2002*

10.18 Repayment Agreement, dated May 1, 2002*

10.19 Repayment Agreement, dated May 1, 2002*

10.20 Repayment Agreement, dated May 1, 2002*

10.21 Stock Purchase Agreement, dated May 1, 2002*

10.24 Code of Ethics, adopted March 25, 2003

23    Consent of Farber & Hass, LLP

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

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

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

----------

*  Already filed.

Reports on Form 8-K:

         None.


                                       21
<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: October 6, 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              Guy DeVreese
                                    --------------------------------------------
                                               By: Guy DeVreese
                                               Its: Chairman (Director)


                                       22
<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

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

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

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

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

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

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

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

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

FARBER & HASS LLP

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

                                       F-1

<PAGE>

PART I--FINANCIAL INFORMATION

Item 1--Consolidated Financial Statements

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

                     ASSETS

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

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

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

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

                                       F-2

<PAGE>

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

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

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

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

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

                                       F-3

<PAGE>

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

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

Common stock issued under
    private placements               5,069,000         5,069       688,431           --            --            --       693,500

Common stock issued for services     4,210,000         4,210       455,910           --            --            --       460,120

Common stock issued for
    repayment of debt                2,209,100         2,209       596,241           --            --            --       598,450

Common stock issued upon
    conversion of debenture            148,642           149        10,440           --            --            --        10,589

Stock options issued for services           --            --        23,870           --            --            --        23,870

Stock options issued to
   employees and directors                  --            --       133,000           --            --            --       133,000

Common stock issued upon
   acquisition of business           6,000,000         6,000       324,000           --            --            --       330,000

Subscription receivable                     --            --            --           --            --   $   (77,848)      (77,848)

Cumulative translation adjustment           --            --            --           --            --       (10,866)      (10,866)

Net loss                                    --            --            --   (1,963,806)           --            --    (1,963,806)
                                    ----------   -----------   -----------  -----------   -----------   -----------    ----------
Balance, March 31, 2002             30,824,058        30,824     4,000,194   (4,670,596)           --       (88,714)     (728,292)

Common stock issued under
    private placements                  62,500            63         4,937                                                  5,000

Subscription receivable                                                                                      77,848        77,848

Common Stock Subscribed                                                                   $   438,357                     438,357

Minority Interest in Remedent NV                                                                             64,816        64,816

Cumulative translation adjustment                                                                           (37,328)      (37,328)

Net loss                                                                     (1,006,374)                               (1,006,374)
                                    ----------   -----------   -----------  -----------   -----------   -----------     -----------
Balance, March 31, 2003             30,886,558   $    30,887   $ 4,005,131  $(5,676,970)  $   438,357   $    16,622   $(1,185,973)
                                    ==========   ===========   ===========  ===========   ===========   ===========    ===========
</TABLE>

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

                                       F-4

<PAGE>

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

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

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

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

                                       F-7

<PAGE>

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

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

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

                                       F-8

<PAGE>

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

1. General

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

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

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

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

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

2. Summary of Significant Accounting Policies

   Basis for Presentation

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

   Principles of Consolidation

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

   Reclassifications

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

   Concentration of Credit Risk

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

            Revenues - For the year ended March 31, 2003, the Company had two
customers who's sales were 23% and 10% of total revenues, respectively.

                                       F-9

<PAGE>

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

   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 annually evaluated by an analysis of
operating results and consideration of other significant events or changes in
the business environment. If impairment exists, the carrying amount of the
long-lived assets is reduced to its estimated fair value, less any costs
associated with the final settlement.

   Pervasiveness of Estimates

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

   Cash and Cash Equivalents

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

   Accounts Receivable

      The Company sells professional dental equipment to various companies,
primarily to distributors located throughout the world. The terms of sales vary
by customer, however, generally are 2% 10 days, net 30 days. Accounts receivable
is reported at net realizable value and net of allowance for doubtful accounts.
As of March 31, 2003 and 2002, the allowance for doubtful accounts was $90,617
and $0, respectively. The Company uses the allowance method to account for
uncollectable accounts receivable. The Company's estimate is based on historical
collection experience and a review of the current status of trade accounts
receivable.

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

                                     2003         2002
                                  ----------   ----------

Sales inside the United States    $        0   $   50,270
Sales outside the United States    1,969,144      683,583
                                  ----------   ----------

Total sales                       $1,969,144   $  733,853
                                  ==========   ==========

   Research and Development Costs

      The Company expenses research and development costs as incurred.

   Advertising Costs

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

   Income Taxes

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

                                      F-10

<PAGE>

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

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

   Warranties

      The Company typically warrants its products against defects in material
and workmanship for a period of 90 days from the date of shipment. A provision
for estimated future warranty costs is recorded when products are shipped.
Warranty costs were approximately $0 and $13,000 in fiscal 2003 and 2002,
respectively
   Impact of New Accounting Standards

      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.

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

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

      In June of 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which nullifies EITF Issue 94-3.
SFAS 146 is effective for exit and disposal activities that are initiated after
December 31, 2002 and requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred, in
contrast to the date of an entity's commitment to an exit plan, as required by
EITF Issue 94-3. The Company will adopt the provisions of SFAS 146 effective
January 1, 2003.

      In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure". This Statement amends
SFAS No. 123, "Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The alternative methods of transition of SFAS 148 are effective for
fiscal years ending after December 15, 2002. The Company follows APB 25 in
accounting for its employee stock options. The disclosure provision of SFAS 148
is effective for years ending after December 15, 2002 and has been incorporated
into these consolidated financial statements and accompanying footnotes.

       In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
Statement establishes standards for how an issuer of debt classifies and
measures certain financial instruments with characteristics of both liabilities
and equity.

                                      F-11

<PAGE>

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

It requires that an issuer classify certain financial instruments as a liability
(or an asset in some circumstances) instead of equity. The Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The Company will adopt this Statement on July 1,
2003. The Company does not believe that any of these recent accounting
pronouncements will have a material impact on their financial position or
results of operations.

    Computation of Earnings Per Share

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

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

   Conversion of Foreign Currencies

      The reporting currency for the consolidated financial statements of the
Company is the U.S. dollar. The functional currency for the Company's European
subsidiary, Remedent N.V., is the Euro. The functional currency for Remedent
Professional, Inc. is the U.S. Dollar. The Company translates foreign currency
statements to the reporting currency in accordance with FASB 52. The assets and
liabilities of companies whose functional currency is other than the U.S. dollar
are included in the consolidation by translating the assets and liabilities at
the exchange rates applicable at the end of the reporting period. The statements
of income and cash flows of such companies are translated at the average
exchange rates during the applicable period. Translation gains or losses are
accumulated as a separate component of stockholders' deficit. The Company has
not tax-effected the cumulative translation adjustment as there is no intention
to remit the earnings.

   Accounting for Stock Based Compensation

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

   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.

3.    Inventories

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

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

                                      F-12

<PAGE>

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

4.    Due from Related Party

      On February 12, 2002, Remedent NV entered into a loan agreement for (euro)
125,000 (US$136,138 at March 31, 2003), with a company owned and operated by Guy
De Vreese, the Company's Chairman. The agreement was entered into in connection
with a line of credit established with the Bank Brussel Lambert ("BBL") for
amounts up to (euro) 250,000 (US$272,275) (see Note 10). Due to the insufficient
assets maintained by the Company as of inception date of the line of credit, the
BBL imposed two requirements for the extension of credit; (1) Mr. De Vreese
personally guaranteed the line of credit, and (2) another company owned by Mr.
De Vreese was required to repay its existing line of credit in full. As such,
the loan received was utilized to repay the other company's existing line of
credit. Repayment of the loan will occur upon the Company's ability to provide
sufficient assets to replace the personal guarantee of Mr. De Vreese.

5.    Property and Equipment

      Property and equipment are summarized as follows:

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

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

                See Note 9 regarding property and equipment sold.

6.    Goodwill

      On January 15, 2002, Remedent NV acquired International Medical & Dental
Support ("IMDS") 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. The IMDS concept was never implemented
and the Company decided not to pursue it further. On March 31, 2003 the Company
recorded a full impairment loss of $330,000 against the goodwill recorded in
fiscal year 2002 in connection the acquisition of IMDS.

7.    Due to Related Parties

      Due to related parties are summarized as follows:

                                      F-13

<PAGE>

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

                                             March 31, 2003      March 31, 2003
                                             --------------      --------------
Borrowings  from a former  director in
   the form of convertible debentures            $ 69,002           $ 69,002
Borrowings  from employees in the form
   of working capital loans                        51,296             84,713
Borrowings in the form of
    working capital loans                         163,479                 --
                                                 --------           --------
Due to related parties                           $283,777           $153,715
                                                 ========           ========

      The convertible debentures issued to the director are due on demand,
bearing interest at 10% per annum, and convertible into common stock at the sole
discretion of the holder. The debentures are convertible into common stock at
percentages between 30% and 37.5% of the average trading price for the stock for
the 30 day period immediately prior to the maturity date. In connection with
this conversion feature, the Company recorded a charge of $59,002 and $10,000 to
interest expense during the fiscal years ended March 31, 2001 and 2000,
respectively. These amounts were calculated on the 30 day period prior to the
dates of the notes, and are subject to change based on the 30 day period prior
to the maturity dates. As of March 31, 2003 and 2002, $20,472 and $13,572,
respectively, was accrued for unpaid interest.

8.    Accrued Liabilities

      Accrued liabilities are summarized as follows:

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

 9.    Net Liabilities to be Sold

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

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

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

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

                                      F-14

<PAGE>

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

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

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

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

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

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

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

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

                                      F-15

<PAGE>

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

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

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

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

10.   Line of Credit

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

11.   Notes Payable

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

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

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

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

                                      F-16

<PAGE>

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

Notes payable are summarized as follows:

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

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

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

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

12.    Income Taxes

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

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

      For the period ended March 31, 2003, the Company had available
approximately $3.1 million of unused net operating loss carry-forwards for
federal tax and approximately $1.5 million for the State of California. These
loss carry-forwards begin to expire in the year 2013 if not previously utilized.
The tax laws related to the utilization of loss carryforwards are complex and
the amount of the Company's loss carryforward that will ultimately be available
to offset future taxable income may be subject to annual limitations resulting
from changes in the ownership of the Company's common stock.

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

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

13. Shareholders' Deficit

   Capital Transactions

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

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

                                      F-17

<PAGE>

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

      b) 629 shares of Remedent NV common stock to Robin List in exchange for
extinguishment of a (euro)25,000 note payable.

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

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

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

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

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

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

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

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

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

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

                                      F-18

<PAGE>

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

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

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

   Stock Options

      On May 29, 2001, the Board of Directors adopted an Incentive and
Nonstatutory Stock Option Plan (the "Plan"), reserving 5,000,000 shares
underlying options for issuance under this plan. There is a restriction that no
more than 1,000,000 options may be granted to any one individual or entity in
any one calendar year under the plan. As of March 31, 2003, 4,620,900 options
were outstanding under the Plan.

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

      The following table summarizes stock option activity:

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

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

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

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

                                      F-19

<PAGE>

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

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

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

14. Common Stock Subscribed

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

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

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

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

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

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

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

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

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

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

                                      F-20

<PAGE>

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

15.    Segment Information

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

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

<TABLE>
<CAPTION>
                               European Operations
                    -------------------------------------------
                    Professional    Employee           Total           United
                       Dental          Out-           European         States
                     Products        sourcing        Operations       Operations          Total
                    ---------        --------        ----------       ----------          -----
2003
----
<S>              <C>              <C>              <C>              <C>               <C>
Net sales        $    1,964,503   $        4,641   $    1,969,144   $            0    $    1,969,144
Income(loss)
  from
  operations     $     (461,482)  $            0   $     (461,482)  $     (495,731)   $     (957,213)
Total assets     $      516,670   $            0   $      516,670   $            0    $      516,670
Depreciation
  and
  amortization   $       21,804   $            0   $       21,804   $            0    $       21,804
Capital
  expenditures   $            0   $            0   $            0   $            0    $            0

2002
----
Net sales        $      683,583   $            0   $      683,583   $       50,270    $      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   $       65,804   $            0    $       65,804
</TABLE>

                                      F-21

<PAGE>

16. Going Concern

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

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

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

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

17. Subsequent Events (Unaudited)

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

                                      F-22