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): June 3, 2005

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


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



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


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

                               REMEDENT USA, INC.
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 4a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>
Section 1- Registrant's Business and Operations
-----------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement.


     On June 3, 2005, Remedent,  Inc., formerly known as Remedent USA, Inc. (the
"Company"),  entered into an Exchange Agreement (the "Exchange  Agreement") with
Remedent  N.V.,  a Belgian  company  and an entity  in which  the  Company  is a
stockholder  ("Remedent NV"); Lausha NV, a Belgian company that is controlled by
Guy De Vreese who is  Chairman  of the Company  ("Lausha");  and Robin  List,  a
director and the Chief Executive Officer of the Company ("Mr.  List").  Mr. List
and Lausha are collectively referred to as the "Exchanging Stockholders."

     Prior to the exchange  contemplated by the Exchange Agreement,  the Company
owned 2, 200 shares of Remedent  NV  representing  a  twenty-two  percent  (22%)
ownership interest in Remedent NV and the Exchanging  Stockholders  collectively
owned 7,800 shares of Remedent NV  representing  a  seventy-eight  percent (78%)
ownership  interest of Remedent NV.  Under the terms of the Exchange  Agreement,
the  Company  agreed  to  issue   7,715,703  of  its  restricted   common  stock
(representing  a 78% ownership  interest in the Company)  giving effect to a one
for twenty reverse stock split (the "Reverse Stock Split"),  in exchange for all
of the issued and  outstanding  shares of  Remedent  NV owned by the  Exchanging
Stockholders (the "Acquisition"). The Agreement contemplates that as a result of
the Acquisition, Remedent NV will be a wholly owned subsidiary of the Company.

     A copy of the Exchange Agreement is attached hereto as Exhibit 10.1.

Section 2- Financial Information
--------------------------------

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On June 3, 2005, the Company  consummated the Acquisition of Remedent NV as
contemplated by the Exchange Agreement. The Acquisition was effected pursuant to
the terms of the Exchange  Agreement.  In connection with the  Acquisition,  the
Company  issued  7,715,703  post Reverse  Stock Split  shares of its  restricted
common stock to the  Exchanging  Stockholders  in exchange for all of the issued
and outstanding shares of Remedent NV owned by the Exchanging Stockholders. As a
result of the  Acquisition,  Remedent  NV is a wholly  owned  subsidiary  of the
Company.

     The number of shares as a percentage of the Company's  outstanding  shares,
issued in  consideration  for the Acquisition of the seventy eight percent (78%)
of the shares of Remedent NV was based on an  evaluation  by MDB Capital  Group,
LLC, a NASD  registered  broker dealer  retained by the Company to render advice
with regard to the Company's  restructuring.  MDB Capital  Group,  LLC concluded
that the  Company's  twenty two  percent  (22%)  interest in Remedent NV was the
Company's only asset and therefore,  as  consideration  for their seventy eighty
percent  (78%)  interest  in Remedent  NV, the  Exchanging  Stockholders  should
receive  an  equal  percentage  ownership  interest  in the  Company,  therefore
preserving the existing proportional indirect ownership interests in Remedent NV
of both the Exchanging Stockholders and the existing Company stockholders.

     Moreover, since the Exchanging Stockholders are also officers and directors
of the Company, or companies controlled by the Company's officers and directors,
the  Company has taken the  position  that it has always  maintained  control of
Remedent  NV, as  defined  by  Accounting  Research  Bulletin  51  "Consolidated
Financial  Statements."  According,  the  operations  of  Remedent  NV have been
included in the Company's  consolidated  financials  statements since inception.
Furthermore,  since the Company's entire business  operations  during the fiscal
year ended March 31, 2004, have been conducted through

<PAGE>

Remedent  NV,  the  Company's  annual  report on Form  10-KSB/A,  filed with the
Securities and Exchange  Commission on February 8, 2005,  contains disclosure on
Remedent NV's business operations.

Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.01 Changes in Control of Registrant.

     In connection with the  Acquisition  described in Sections 1.01 and 2.01 of
this  Current  Report on Form 8-K,  the Company  exchanged a total of  7,715,703
shares  of  its  post  Reverse  Stock  Split  common  stock  to  the  Exchanging
Stockholders  in exchange  for the all of the issued and  outstanding  shares of
Remedent NV owned by the Exchanging Stockholders. As a result of these issuances
of common stock to the Exchanging  Stockholders,  Lausha directly owns 7,093,501
shares of  restricted  common  stock of the Company  representing  approximately
71.27% of Company's  common  stock,  and as since Lausha is controlled by Mr. De
Vreese, he beneficially owns approximately 74.92% of the Company's common stock.
In addition, Mr. List, an officer and director of the Company, beneficially owns
7.87% of the Company's common stock. Moreover,  Lausha and Mr. List collectively
own approximately 78% of the Company's common stock.

     The Acquisition was approved by the Company's stockholders.  An Information
Statement on Schedule  14C was filed with the  Commission  and  delivered to the
stockholders  of the  Company  on May 9, 2005 in  connection  with the  required
stockholder's approval.

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
          Year.

     On June 3, 2005, the Company amended its Articles of Incorporation pursuant
to the filing of the Amended and  Restated  Articles of  Incorporation  with the
Nevada  Secretary of State.  The Amended and Restated  Articles of Incorporation
(i) changed the name of the Company  from  "Remedent  USA,  Inc." to  "Remedent,
Inc."  (ii)  increased  the number of  authorized  shares to  60,000,000  shares
consisting  of  50,000,000  shares of  common  stock  and  10,000,000  shares of
Preferred   Stock,   and  (iii)   effected  a  1  for  20  reverse  stock  split
(collectively,   the   "Amendments").   The  Amendments  were  disclosed  in  an
Information  Statement mailed on May 9, 2005 to all stockholders of record as of
the close of business on February 1, 2005.

     A copy of the Amended and Restated  Articles of Incorporation  are attached
as Exhibit 3(i).

     Additionally,  effective on June 3, 2005,  the Company  adopted the Amended
and  Restated  Bylaws  pursuant to which a  provision  was adopted or changed to
provide for  twenty-four  (24) hours prior notice for any special meeting of the
Board.

     A copy of the Amended and Restated Bylaws are attached as Exhibit 3(ii).

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

     (a)  The financial  statements  required by this item are not included with
this  initial  report.  The  required  financial  statements  will be  filed  by
amendment as soon as practicable, but not later than 71 days after the date this
Current Report on Form 8-K was required to be filed.

<PAGE>

     (b)  The pro  forma  financial  statements  required  by this  item are not
included with this initial report.  The required pro forma financial  statements
will be filed by  amendment as soon as  practicable,  but not later than 71 days
after the date this Current Report on Form 8-K was required to be filed.

     (c)  The  following exhibits are filed or furnished herewith:

              Exhibit No.         Exhibit Description
              -----------         -------------------

                 3(i)             Amended and Restated Articles of Incorporation
                 3(ii)            Amended and Restated Bylaws
                 10.1             Exchange Agreement




<PAGE>



                                   SIGNATURES

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



Date:  June 8, 2005                    /s/ Robin List
                                       -------------------------------------
                                       Robin List,
                                       Chief 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): June 3, 2005

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

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

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

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

                               REMEDENT USA, INC.
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 4a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange Act (17 CFR 240.13e-4(c))
Section 1- Registrant's Business and Operations
-----------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement.

     On June 3, 2005, Remedent,  Inc., formerly known as Remedent USA, Inc. (the
"Company"),  entered into an Exchange Agreement (the "Exchange  Agreement") with
Remedent  N.V.,  a Belgian  company  and an entity  in which  the  Company  is a
stockholder  ("Remedent NV"); Lausha NV, a Belgian company that is controlled by
Guy De Vreese who is  Chairman  of the Company  ("Lausha");  and Robin  List,  a
director and the Chief Executive Officer of the Company ("Mr.  List").  Mr. List
and Lausha are collectively referred to as the "Exchanging Stockholders."

     Prior to the exchange  contemplated by the Exchange Agreement,  the Company
owned 2, 200 shares of Remedent  NV  representing  a  twenty-two  percent  (22%)
ownership interest in Remedent NV and the Exchanging  Stockholders  collectively
owned 7,800 shares of Remedent NV  representing  a  seventy-eight  percent (78%)
ownership  interest of Remedent NV.  Under the terms of the Exchange  Agreement,
the  Company  agreed  to  issue   7,715,703  of  its  restricted   common  stock
(representing  a 78% ownership  interest in the Company)  giving effect to a one
for twenty reverse stock split (the "Reverse Stock Split"),  in exchange for all
of the issued and  outstanding  shares of  Remedent  NV owned by the  Exchanging
Stockholders (the "Acquisition"). The Agreement contemplates that as a result of
the Acquisition, Remedent NV will be a wholly owned subsidiary of the Company.

     A copy of the Exchange Agreement is attached hereto as Exhibit 10.1.

Section 2- Financial Information
--------------------------------

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On June 3, 2005, the Company  consummated the Acquisition of Remedent NV as
contemplated by the Exchange Agreement. The Acquisition was effected pursuant to
the terms of the Exchange  Agreement.  In connection with the  Acquisition,  the
Company  issued  7,715,703  post Reverse  Stock Split  shares of its  restricted
common stock to the  Exchanging  Stockholders  in exchange for all of the issued
and outstanding shares of Remedent NV owned by the Exchanging Stockholders. As a
result of the  Acquisition,  Remedent  NV is a wholly  owned  subsidiary  of the
Company.

     The number of shares as a percentage of the Company's  outstanding  shares,
issued in  consideration  for the Acquisition of the seventy eight percent (78%)
of the shares of Remedent NV was based on an  evaluation  by MDB Capital  Group,
LLC, a NASD  registered  broker dealer  retained by the Company to render advice
with regard to the Company's  restructuring.  MDB Capital  Group,  LLC concluded
that the  Company's  twenty two  percent  (22%)  interest in Remedent NV was the
Company's only asset and therefore,  as  consideration  for their seventy eighty
percent  (78%)  interest  in Remedent  NV, the  Exchanging  Stockholders  should
receive  an  equal  percentage  ownership  interest  in the  Company,  therefore
preserving the existing proportional indirect ownership interests in Remedent NV
of both the Exchanging Stockholders and the existing Company stockholders.

     Moreover, since the Exchanging Stockholders are also officers and directors
of the Company, or companies controlled by the Company's officers and directors,
the  Company has taken the  position  that it has always  maintained  control of
Remedent  NV, as  defined  by  Accounting  Research  Bulletin  51  "Consolidated
Financial  Statements."  According,  the  operations  of  Remedent  NV have been
included in the Company's  consolidated  financials  statements since inception.
Furthermore,  since the Company's entire business  operations  during the fiscal
year ended March 31, 2004, have been conducted through
Remedent  NV,  the  Company's  annual  report on Form  10-KSB/A,  filed with the
Securities and Exchange  Commission on February 8, 2005,  contains disclosure on
Remedent NV's business operations.

Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.01 Changes in Control of Registrant.

     In connection with the  Acquisition  described in Sections 1.01 and 2.01 of
this  Current  Report on Form 8-K,  the Company  exchanged a total of  7,715,703
shares  of  its  post  Reverse  Stock  Split  common  stock  to  the  Exchanging
Stockholders  in exchange  for the all of the issued and  outstanding  shares of
Remedent NV owned by the Exchanging Stockholders. As a result of these issuances
of common stock to the Exchanging  Stockholders,  Lausha directly owns 7,093,501
shares of  restricted  common  stock of the Company  representing  approximately
71.27% of Company's  common  stock,  and as since Lausha is controlled by Mr. De
Vreese, he beneficially owns approximately 74.92% of the Company's common stock.
In addition, Mr. List, an officer and director of the Company, beneficially owns
7.87% of the Company's common stock. Moreover,  Lausha and Mr. List collectively
own approximately 78% of the Company's common stock.

     The Acquisition was approved by the Company's stockholders.  An Information
Statement on Schedule  14C was filed with the  Commission  and  delivered to the
stockholders  of the  Company  on May 9, 2005 in  connection  with the  required
stockholder's approval.

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
          Year.

     On June 3, 2005, the Company amended its Articles of Incorporation pursuant
to the filing of the Amended and  Restated  Articles of  Incorporation  with the
Nevada  Secretary of State.  The Amended and Restated  Articles of Incorporation
(i) changed the name of the Company  from  "Remedent  USA,  Inc." to  "Remedent,
Inc."  (ii)  increased  the number of  authorized  shares to  60,000,000  shares
consisting  of  50,000,000  shares of  common  stock  and  10,000,000  shares of
Preferred   Stock,   and  (iii)   effected  a  1  for  20  reverse  stock  split
(collectively,   the   "Amendments").   The  Amendments  were  disclosed  in  an
Information  Statement mailed on May 9, 2005 to all stockholders of record as of
the close of business on February 1, 2005.

     A copy of the Amended and Restated  Articles of Incorporation  are attached
as Exhibit 3(i).

     Additionally,  effective on June 3, 2005,  the Company  adopted the Amended
and  Restated  Bylaws  pursuant to which a  provision  was adopted or changed to
provide for  twenty-four  (24) hours prior notice for any special meeting of the
Board.

     A copy of the Amended and Restated Bylaws are attached as Exhibit 3(ii).

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

     (a)  The financial  statements  required by this item are not included with
this  initial  report.  The  required  financial  statements  will be  filed  by
amendment as soon as practicable, but not later than 71 days after the date this
Current Report on Form 8-K was required to be filed.
(b)  The pro  forma  financial  statements  required  by this  item are not
included with this initial report.  The required pro forma financial  statements
will be filed by  amendment as soon as  practicable,  but not later than 71 days
after the date this Current Report on Form 8-K was required to be filed.

     (c)  The  following exhibits are filed or furnished herewith:

              Exhibit No.         Exhibit Description
              -----------         -------------------

                 3(i)             Amended and Restated Articles of Incorporation
                 3(ii)            Amended and Restated Bylaws
                 10.1             Exchange Agreement
SIGNATURES

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

Date:  June 8, 2005                    /s/ Robin List
                                       -------------------------------------
                                       Robin List,
                                       Chief Executive Officer