UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 24, 2004



                               REMEDENT USA, INC.
             (Exact name of registrant as specified in its charter)


         Nevada                    001-15975                   86-0837251
         ------                    ---------                   ----------
      (State or other         (Commission File No.)         (I.R.S. Employer
       jurisdiction                                         Identification No.)
      of incorporation)



                Xavier de Cocklaan 42, 9831, Deurle, Belgium n/a
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                011-329-321-7080
                                ----------------
              (Registrant's telephone number, including area code)




<PAGE>



Item 4.02   Non Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

     On  November  24,  2004,  our Board of  Directors  and our Chief  Executive
Officer  and  Chief  Financial  Officer  concluded  that our  audited  financial
statements  for our fiscal  years ended March 31, 2003 and 2004  included in our
Form  10-KSB/A and Form 10-KSB  respectively,  as well as our interim  quarterly
reports for the periods ending June 30, 2003,  September 30, 2003,  December 31,
2003, and June 30, 2004 included in our Forms 10-QSB for these  periods,  should
no longer be relied upon because of an error in these  financial  statements  as
addressed in Accounting Principles Board Opinion No. 20.

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

     In March  2003 we did not  properly  record a capital  contribution  to our
subsidiary,  Remedent N.V. by two of our officers.  The capital contribution was
the value of certain fixed income securities which were assigned and irrevocably
transferred  to Remedent N.V on March 5, 2003 (the  "Transfer  Date") as well as
forgiveness  of 75,000 Euros  ($77,827) in notes payable from the same officers.
The initial  value of the  securities  on the  Transfer  Date was 235,000  Euros
($243,860).  These  securities  are collateral for a bank line of credit and are
therefore  shown as restricted  investments on our balance sheet as of September
30,  2004 (see Note 9 to our Form  10-QSB for the period  ending  September  30.
2004). As of September 30, 2004, the value of these  securities has increased to
$291,635  as a result in changes in the  currency  valuation  as between  the US
Dollar  and the  Euro.  The  increase  in value  of  $47,775  increased  the net
cumulative  Foreign  Currency  Translation  Adjustment shown in the shareholders
equity section of the balance sheet. The $321,687  historical value of the fixed
income securities and notes payable has been recorded and credited to additional
paid in capital in our Form 10-QSB for the period ending  September 30, 2004. We
intend to file amended reports on Form 10K-SB/A and Form 10Q-SB/A beginning with
the fiscal year ended March 31, 2003 as soon as possible  that will  reflect the
foregoing correction.

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

     In connection with the same  transaction,  we did not correctly  record the
Minority  Interest  related to the  previously  mentioned  78%  ownership of our
subsidiary,  Remedent  N.V.  The  foregoing  was the  result  of a error  in the



<PAGE>


recording  of  Minority  Interest  that  originally  occurred as of our year end
report on for 10K-SB for March 31, 2003 and has carried forward since that date.
The  cumulative  effect of these errors as of our last Form 10K-SB filed for the
period  ended March 31,  2004 had been to  overstate  the value of the  Minority
Interest  by  $112,756,  understate  Additional  Paid in  Capital  by  $321,687,
understate Investments by $288,651, overstate the Cumulative Foreign Translation
Adjustment (Loss) by $31,780 and overstate the Company's  Accumulated Deficit by
$47,940.  We intends to file  amended  reports  on Form  10K-SB and Form  10Q-SB
beginning  with the year  ended  March 31,  2003 as soon as  possible  that will
reflect the foregoing restatement.

     In our quarterly  report for the period ended September 30, 2004,  filed on
Form 10-QSB on November 24, 2004, we have retroactively corrected these balances
in our financial  statements and the related  footnotes to correct these errors.
During the  preparation  of our Form 10-QSB for the period ending  September 30,
2004,  we  discussed  these  errors  with  Farber & Hass  LLP,  our  independent
accountants and the related disclosure  contained in our Form 10-QSB and in this
report on Form 8-K.

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         REMEDENT USA, INC.
                                         a Nevada Corporation


Dated:  December 1, 2004                 /s/ ROBIN LIST
                                         -------------------------------------
                                         Robin List
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 24, 2004

                               REMEDENT USA, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                    001-15975                   86-0837251
         ------                    ---------                   ----------
      (State or other         (Commission File No.)         (I.R.S. Employer
       jurisdiction                                         Identification No.)
      of incorporation)

                Xavier de Cocklaan 42, 9831, Deurle, Belgium n/a
                ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                011-329-321-7080
                                ----------------
              (Registrant's telephone number, including area code)
Item 4.02   Non Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.

     On  November  24,  2004,  our Board of  Directors  and our Chief  Executive
Officer  and  Chief  Financial  Officer  concluded  that our  audited  financial
statements  for our fiscal  years ended March 31, 2003 and 2004  included in our
Form  10-KSB/A and Form 10-KSB  respectively,  as well as our interim  quarterly
reports for the periods ending June 30, 2003,  September 30, 2003,  December 31,
2003, and June 30, 2004 included in our Forms 10-QSB for these  periods,  should
no longer be relied upon because of an error in these  financial  statements  as
addressed in Accounting Principles Board Opinion No. 20.

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

     In March  2003 we did not  properly  record a capital  contribution  to our
subsidiary,  Remedent N.V. by two of our officers.  The capital contribution was
the value of certain fixed income securities which were assigned and irrevocably
transferred  to Remedent N.V on March 5, 2003 (the  "Transfer  Date") as well as
forgiveness  of 75,000 Euros  ($77,827) in notes payable from the same officers.
The initial  value of the  securities  on the  Transfer  Date was 235,000  Euros
($243,860).  These  securities  are collateral for a bank line of credit and are
therefore  shown as restricted  investments on our balance sheet as of September
30,  2004 (see Note 9 to our Form  10-QSB for the period  ending  September  30.
2004). As of September 30, 2004, the value of these  securities has increased to
$291,635  as a result in changes in the  currency  valuation  as between  the US
Dollar  and the  Euro.  The  increase  in value  of  $47,775  increased  the net
cumulative  Foreign  Currency  Translation  Adjustment shown in the shareholders
equity section of the balance sheet. The $321,687  historical value of the fixed
income securities and notes payable has been recorded and credited to additional
paid in capital in our Form 10-QSB for the period ending  September 30, 2004. We
intend to file amended reports on Form 10K-SB/A and Form 10Q-SB/A beginning with
the fiscal year ended March 31, 2003 as soon as possible  that will  reflect the
foregoing correction.

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

     In connection with the same  transaction,  we did not correctly  record the
Minority  Interest  related to the  previously  mentioned  78%  ownership of our
subsidiary,  Remedent  N.V.  The  foregoing  was the  result  of a error  in the
recording  of  Minority  Interest  that  originally  occurred as of our year end
report on for 10K-SB for March 31, 2003 and has carried forward since that date.
The  cumulative  effect of these errors as of our last Form 10K-SB filed for the
period  ended March 31,  2004 had been to  overstate  the value of the  Minority
Interest  by  $112,756,  understate  Additional  Paid in  Capital  by  $321,687,
understate Investments by $288,651, overstate the Cumulative Foreign Translation
Adjustment (Loss) by $31,780 and overstate the Company's  Accumulated Deficit by
$47,940.  We intends to file  amended  reports  on Form  10K-SB and Form  10Q-SB
beginning  with the year  ended  March 31,  2003 as soon as  possible  that will
reflect the foregoing restatement.

     In our quarterly  report for the period ended September 30, 2004,  filed on
Form 10-QSB on November 24, 2004, we have retroactively corrected these balances
in our financial  statements and the related  footnotes to correct these errors.
During the  preparation  of our Form 10-QSB for the period ending  September 30,
2004,  we  discussed  these  errors  with  Farber & Hass  LLP,  our  independent
accountants and the related disclosure  contained in our Form 10-QSB and in this
report on Form 8-K.

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         REMEDENT USA, INC.
                                         a Nevada Corporation

Dated:  December 1, 2004                 /s/ ROBIN LIST
                                         -------------------------------------
                                         Robin List
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)